AMERICAN VANGUARD CORP
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
AVD$0.82-15.3%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001193125-26-342489
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001193125-26-453724
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 75 previous paragraphs and 70 current paragraphs.
24 unchanged; 30 reworded; 14 added; 20 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Even with modest increases in row crop commodity prices, farm income was down due to significant increases in diesel fuel and fertilizer expenses. Further, U.S. government payments to growers as a percentage of income rose from about 25% to over 40%. With increasing cost of capital and uncertainty on international demand (e.g., from China), U.S. growers and the distribution channel have continued to follow conservative procurement practices, buying goods closer to time-of-need and minimizing carrying costs The non-crop, Specialty products markets (e.g., big box stores, professional applicators) have followed a similar procurement pattern. Meanwhile, the Company’s international markets have softened due to weather conditions occasioned by El Niño. As a consequence, on a consolidated basis, the Company’s financial performance declined with respect to both net sales and profitability in the period. The fourth quarter has historically been an important period for the Company’s annual results. Based upon the magnitude of customer prepayments received in the aggregate in 2026 and recent sales-planning discussions with certain key customers, the Company anticipates that fourth quarter results may represent a meaningful portion of full-year performance. However, the timing and volume of customer purchases, pricing, weather conditions, and freight and raw material costs remain uncertain.
Current report
Our domestic Specialty business experienced a 2% decline in net sales over the third quarter. Overall, lower sales were driven primarily by a shift in inventory stocking dynamics affecting our turf and ornamental portfolio as well as reduced demand for insect growth regulators. These decreases were partially offset by stronger sales of our turf fungicide product and our mosquito adulticide, Naled®.
Current report
Net sales of ourinternational businesses decreased by 17% during the period. This decline arose primarily from poor weather conditions in Mexico and Central American due to El Niño effect. In addition, certain direct business-to-business sales are now managed by the US crop business as part of our drive for improved operational efficiency. These decreases were partially offset by increased sales of soil fumigants and expansion of our business in Ecuador, where commercial operations are expanding.
Current report
While operating expenses decreased on both an absolute level, $34,217 for the third quarter of 2026, compared to $40,719 for the third quarter of 2025; and as a percentage of net sales, 32% for the third quarter of 2026, compared to 34% for the third quarter of 2025, with lower gross profit, the Company recorded an operating loss of $7,965 for the third quarter of 2026, compared to $6,505 for the third quarter of 2025. Significantly higher net interest expense of $9,146 for the third quarter of 2026, compared to $4,920 for the third quarter of 2025, resulted in a net loss of $17,668 for the third quarter of 2026, compared to $12,358 for the third quarter of 2025.
Current report
Amortization remained consistent during the three months ended September 30, 2026, as compared to the same period of the prior year.
Current report
For the three months ended September 30, 2026, $1,316 related to severance and other costs associated with the CFO transition announced on October 1, 2026.
Current report
Nine Months Ended September 30, 2026 and 2025:
Current report
The domestic crop protection market for the nine months ended September 30, 2026, was stable; channel inventories were low, and demand was generally consistent with seasonal need. First half performance of the Company’s Crop business was more resilient than that of the third quarter, as the farm economy continued to endure the more prolonged effects of higher fuel and fertilizer cost, cost of capital and market uncertainty. Similarly, the domestic Specialty market was strong through the first half of 2026 and declined slightly during the third quarter. By contrast, in the face of adverse weather and increased raw materials prices, the International markets were not as strong. On a consolidated basis, the Company’s net sales performance for the nine months ended September 30, 2026 was down modestly as compared to the same period during the prior year. The fourth quarter has historically been an important period for the Company’s annual results. Based upon the magnitude of customer prepayments received in the aggregate in 2026 and recent sales-planning discussions with certain key customers, the Company anticipates that fourth quarter results may represent a meaningful portion of full-year performance. However, the timing and volume of customer purchases, pricing, weather conditions, and freight and raw material costs remain uncertain.
Current report
Ourdomestic crop business recorded net sales during the nine months ended September 30, 2026 that were 3% higher than those of the comparable period of 2025, due to improved industry demand for the Company’s Impact herbicide, soil insecticides Thimet and Mocap and, to a lesser extent, the Company’s biologicals portfolio. These increases were partially offset by declines in sales of our Bidrin cotton insecticide, Counter nematicide, Aztec corn soil insecticide, and soil fumigants and as the result of certain direct business-to-business sales that are now managed by the U.S. Crop business as part of our drive for improved operational efficiency.
Current report
Ourdomestic Specialty business posted a 6% increase in net sales in the nine months ended September 30, 2026, as compared to the same period of 2025, driven by continued strong demand for our Naled mosquito adulticide and other Specialty products.
Current report
Selling expenses remained consistent during the nine months ended September 30, 2026, as compared to the same period of the prior year.
Current report
Amortization remained consistent during the nine months ended September 30, 2026, as compared to the same period of the prior year.
Current report
Research, product development and regulatory expenses remained consistent during the nine months ended September 30, 2026, as compared to the same period of the prior year.
Current report
For the nine months ended September 30, 2026, $1,316 related to severance and other costs associated with the CFO transition announced on October 1, 2026.
Removed paragraphs (20)
Previous report
With prolonged pressure on the farm economy from higher fuel and fertilizer costs during the second quarter of 2026, distributors, retailers and growers continued to follow conservative procurement practices, buying goods closer to time-of-need and minimizing carrying costs which, in some cases (as with the Company's cotton products) deferring purchases until the third quarter. At the same time, domestic demand for our Specialty products was strong. However, in light of adverse weather and increased raw material costs, International markets have softened. As a consequence, on a consolidated basis, the Company’s financial performance declined with respect to both net sales and profitability in the period.
Previous report
The Company recorded an income tax expense of $383 compared to $765 in the same period of last year. The decrease in income tax expense compared to the same period last year is primarily attributed to a reduction in the estimated effective tax rate for the full year for primarily the profitable entities with no established valuation allowance. The Company generated a net loss of $9,868 or $(0.34) per share compared to a net loss of $849 or $(0.03) per share in the same quarter of the prior year.
Previous report
Ourdomestic crop business recorded net sales during the second quarter of 2026 that were 9% lower than those of the second quarter of 2025. The decrease was driven largely by timing of product sales within the cotton portfolio, specifically Bidrin® cotton insecticide and Folex® cotton defoliant, which carried over into the third quarter (in the case of Folex, closer to time of use as a harvest aid). In addition, granular soil insecticide sales declined quarter over quarter, reflecting softer demand for products such as Aztec®, and Thimet® amid variable pest pressure and more cautious grower spending across key corn and row crop markets. The decreases were partially offset by direct business-to-business sales from the US Crop business to certain foreign customers (as part of our organization restructuring) and strong performance in the herbicide and fungicide portfolios, led by continued momentum from Impact® and Envoke®. Soil fumigant sales also rose during the period, supported by steady demand for proven nematode and disease management solutions in high-value crop markets.
Previous report
Our domestic Specialty business posted a 11% increase in net sales over the second quarter with improved sales across the portfolio. Among the drivers were increased sales of turf products (Turfcide® fungicide and Dylox® insecticide), herbicide products (particularly Bromacil and Imazaquin).
Previous report
Net sales of ourinternational businesses decreased by 18% during the period. Within Central America, demand for various products, including Mocap®, Thimet®, and various third-party products, was reduced on account of El Niño weather, which brought drier than normal conditions and either delayed or suspended crop planting. This effect was felt primarily in rice in Panamá and Nicaragua, peanuts in Nicaragua and vegetables in Guatemala. In addition, certain direct business-to-business sales are now managed by the US crop business as part of our drive for improved operational efficiency. Further, product sales to certain banana plantations were paused in light of labor union activity. In addition, in Mexico, Bromacil herbicide sales were down due to reduced demand from the agave market, while sales of soil fumigants declined due to shipping issues. These decreases were partially offset by stronger sales of Counter, K Salt and Gesapax Combi in Mexico. In Brazil, demand for the two main products (Redshield and Argenfrut) declined due, in part, to higher prices occasioned by raw material cost increases.
Previous report
Selling expenses decreased for the three months ended June 30, 2026, as compared to the same period of the prior year. This decrease was primarily associated with lower wages, salaries and travel expenses, and lower spending on advertising and promotional activities, as the Company focused on controlling operating expenses and improving operational efficiency.
Previous report
Amortization remained flat during the three months ended June 30, 2026, as compared to the same period of the prior year.
Previous report
Legal reserves pertain to an EPA matter during the three months ended June 30, 2026, and minor products complaints during the three months ended June 30, 2025. The two matters are unrelated.
Previous report
Transformation costs related to the Company’s digital and structural transformation project and manufacturing footprint optimization decreased for the three months ended June 30, 2026, as compared to the same period of the prior year. The Company expects that these costs will continue to decrease. The decrease was partially offset by an increase in plant reorganization costs focused primarily on activity in support of the project to transfer production activity from the Los Angeles site to the Axis site. The Los Angeles plant reorganization is expected to be completed by December 31, 2026 and is part of the
Previous report
Company's optimization efforts of its manufacturing footprint, which involves reconfiguring the Los Angeles site by ending synthesis operations on that site and building upon strengths and capabilities at its Axis manufacturing site. The plant reorganization costs incurred relates to a reduction in force of certain personnel, material waste disposal and other related expenses. No such costs were incurred during the three months ended June 30, 2025.
Previous report
Operating expenses excluding the expenses associated with transformation and product liability claims, a non-GAAP measure, which reflects the business focus on managing underlying ongoing expenses, ended at $33,106 or 28% of net sales. In comparison, operating expenses for the same period of the prior year were $34,426 or 27% of net sales.
Previous report
Six Months Ended June 30, 2026 and 2025:
Previous report
The domestic crop protection market for the first half of 2026 was stable; channel inventories were low, and demand was generally consistent with seasonal need. With the farm economy continuing to feel the effects of high cost of capital coupled and higher costs of fuel and fertilizer (largely due to military activity in the Middle East), the distribution channel persisted in following conservative procurement practices, buying goods closer to time-of-need and minimizing carrying costs. The domestic Specialty market was strong during the six-month period with stable sales performance across multiple segments (ornamental, pest control, turf and landscape). However, in the face of adverse weather and increased raw materials prices, the International markets were not as strong. Thus, on a consolidated basis, the Company’s net sales performance for the first half of 2026 was flat to slightly down, operating profit was up, and, with substantially higher interest expense, net income declined.
Previous report
Interest expense, net increased by about $6,705 due to increased borrowing, driven by the two term loans, put in place on March 13, 2026, and increased effective interest rates compared to the revolving line of credit that was refinanced.
Previous report
The Company recorded an income tax expense of $507 as compared to $1,152 in the same period of last year. The decrease in the income tax expense compared to the same period last year primarily arises from a reduction in the estimated effective tax rate for the full year for profitable entities with no established valuation allowance. The Company generated a net loss of $14,014 or ($0.49) per share compared to a net loss of $9,311 or ($0.33) per share in the same period a year ago.
Previous report
Ourdomestic Specialty business posted a 10% increase in net sales in the first half of 2026 compared to the first half of 2025, with improvement over multiple market segments, as the Company began to see the effects of a more focused go-to-market strategy within the context of just-in-time procurement practices. Specifically, the Company recorded strong sales of OHP’s ornamental products, as a result of increased demand for its biological product solutions (namely, its hallmark Botanigard® biological brand). While cooler weather in key areas of the country delayed the traditional start of the pest control business, the turf business performed better than forecasted, driven primarily by a significant increase in demand for our Turfcide® fungicide, our Bromacil herbicide, our Basamid® soil fumigant product (which supports the construction of new golf courses across the US) and our Dylox insecticide. These gains were partially offset by reduced sales of our mosquito adulticide.
Previous report
Amortization declined slightly during the six months ended June 30, 2026, as compared to the same period of the prior year, as a result of the retirement of fully written down assets in the prior year.
Previous report
Legal reserves pertain to an immaterial amount related to an EPA matter during the six months ended June 30, 2026, and an immaterial amount for a minor product complaint during the six months ended June 30, 2025. The two matters are unrelated.
Previous report
Research, product development costs and regulatory expenses slightly increased during the six months ended June 30, 2026, as compared to the same period of the prior year. This increase was driven by slightly higher expenses associated with third-party product development studies.
Previous report
Operating expenses excluding the expenses associated with transformation, asset impairments and product liability claims, a non-GAAP measure which reflects the business focus on managing underlying ongoing expenses, ended at $66,090 or 28% of net sales. In comparison, operating expenses for the same period of the prior year were $66,736 or 27% of net sales.
Reworded paragraphs (30)
Previous wording
The Company, from time-to-time, may discuss forward-looking statements including assumptions concerning the Company’s operations, future results and prospects. Generally, “may,” “could,” “will,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue” and similar words identify forward-looking statements. Forward-looking statements appearing in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations and are subject to risks and uncertainties that can cause actual results and events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions contained in the entire report. Such factors include, but are not limited to: product demand and market acceptance risks; the effect of economic conditions; weather conditions; military activity and other geopolitical activity; changes in regulatory policy; the impact of competitive products and pricing; changes in foreign exchange rates; product development and commercialization difficulties; capacity and supply constraints or difficulties; availability of capital resources given that interest rate and inflation affect the debt market; and general business regulations, including taxes and other risks as detailed from time-to-time in the Company’s reports and filings filed with the U.S. Securities and Exchange Commission (“SEC”). It is not possible to foresee or identify all such factors. We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this report. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in Part II, Item 1A of this Form 10-Q under the heading "Risk Factors," in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in Item 3 "Quantitative and Qualitative Disclosures About Market Risk."
Current wording
The Company, from time-to-time, may discuss forward-looking statements including assumptions concerning the Company’s operations, future results and prospects. Generally, “may,” “could,” “will,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue” and similar words identify forward-looking statements. Forward-looking statements appearing in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations and are subject to risks and uncertainties that can cause actual results and events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions contained in the entire report. Such factors include, but are not limited to: product demand and market acceptance risks; the effect of economic conditions; weather conditions; military activity and other geopolitical activity; fuel and freight cost increases arising from geopolitical turmoil; the imposition and removal of tariffs; changes in regulatory policy; the impact of competitive products and pricing; changes in foreign exchange rates; product development and commercialization difficulties; capacity and supply constraints or difficulties; availability of capital resources given that interest rate and inflation affect the debt market; and general business regulations, including taxes and other risks as detailed from time-to-time in the Company’s reports and filings filed with the U.S. Securities and Exchange Commission (“SEC”). It is not possible to foresee or identify all such factors. We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this report. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in Part II, Item 1A of this Form 10-Q under the heading "Risk Factors," in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in Item 3 "Quantitative and Qualitative Disclosures About Market Risk."
Previous wording
Overall net sales during the quarter declined by 10% over the comparable period last year. This performance included decreases in net sales of both US Crop (down 9%, largely from a shift in sales of cotton products to the third quarter) and International business (down 18%, largely due to weather and higher prices occasioned by increased raw material costs), partially offset by increased net sales in our Specialty business (up 11%). With lower sales, gross profit decreased 14% quarter-over-quarter. Further, with increased freight costs (largely due to fuel prices) and higher net factory costs, gross margin percentages ended at 30% for the second quarter of 2026, as compared to 31% in the same quarter of the prior year.
Current wording
Overall net sales during the quarter declined by 9% over the comparable period last year. This performance included decreases in net sales of both U.S. Crop and U.S. Specialty (both down 2%) and International business (down 17%). With lower sales, gross profit decreased 23% quarter-over-quarter. Further, with increased freight costs, due primarily to an 80% increase in diesel cost, and higher raw material prices also driven by oil prices, partially offset by strong manufacturing performance, gross margin percentages ended at 24% for the third quarter of 2026, as compared to 29% in the same quarter of the prior year.
Previous wording
While declining by 3% on an absolute basis quarter-over-quarter, operating expenses as a percentage of net sales increased to 30% from 28% in the same quarter of the prior year. Compared to the same period of the prior year, research, product development and regulatory expenses increased by 12%, selling expenses declined by 5%, and general and administrative expenses declined by 9%. Expenses in the three months ended June 30, 2026, related to continued transformation efforts, primarily focused on transferring manufacturing activities from our LA facility to Axis, amounted to $1,506.
Current wording
The Company reduced its operating expenses by 16% compared to the same quarter of the prior year, operating expenses as a percentage of net sales improved to 32% from 34% compared to the same quarter of the prior year. Research, product development and regulatory expenses declined by 6%, and general and administrative expenses declined by 12%, which was partially offset by an increase in selling expenses by 8%.
Previous wording
Interest expense, net increased by $4,680 due to increased borrowing under the new debt structure (consisting of the First Lien Term Loan and Second Lien Term Loan), that was put into place on March 13, 2026, and the comparatively higher effective interest rate thereunder.
Current wording
Interest expense, net, increased by $4,226 due to increased borrowing under the new debt structure and the comparatively higher effective interest rate (consisting of the First Lien Term Loan and Second Lien Term Loan), that was put into place on March 13, 2026.
Previous wording
Ourdomestic crop business recorded net sales during the first half of 2026 that were 5% higher than those of the first half of 2025, due to improved industry demand for the Company’s Impact herbicide, Counter nematicide, Smartchoice granular soil insecticide and soil fumigants. The performance included direct business-to-business sales from the US Crop business to certain foreign customers (as part of our organization restructuring). These increases were partially offset by lower sales of cotton defoliant, Folex, and cotton insecticide, Bidrin, due to a seasonal shift in orders. All in all, performance across the US Crop portfolio saw strong improvements, as compared to the same period of 2025.
Current wording
Ourdomestic Crop business recorded net sales during the third quarter of 2026 that were 2% lower than those of the third quarter of 2025. Performance across the portfolio was mixed. The decrease was driven largely by reduced demand for soil fumigants, the nematicide, Aztec® and the cotton insecticide, Bidrin®. These decreases were partially offset by stronger sales of our granular soil insecticide, Thimet®, our cotton defoliant, Folex®, and direct business-to-business sales from the U.S. Crop business to certain foreign customers (as part of our organization restructuring)
Previous wording
On aconsolidated basis, gross profit for the second quarter of 2026 decreased by 14% as compared to the second quarter of 2025, due largely to decreased sales volume. With increased freight costs and higher net factory costs, the Company recorded a gross margin percentage of 30% for the quarter, as compared to 31% for the same period of the prior year.
Current wording
On aconsolidated basis, gross profit for the third quarter of 2026 decreased by 23% as compared to the third quarter of 2025, due largely to decreased sales volume, increased freight costs and raw material costs, partially offset by better manufacturing performance.
Previous wording
Research, product development costs and regulatory expenses increased for the three months ended June 30, 2026, as compared to the same period of the prior year. This increase was driven by higher expenses associated with third-party product development studies.
Current wording
Selling expenses increased for the three months ended September 30, 2026, as compared to the same period of the prior year. This increase was primarily associated with an increase in advertising and promotion expenses.
Previous wording
Other general and administrative expenses decreased during the three months ended June 30, 2026, as compared to the same period of the prior year. The main drivers were reduced wages and salaries and lower expenses related to outside service providers.
Current wording
Other general and administrative expenses decreased during the three months ended September 30, 2026, as compared to the same period of the prior year. The primary drivers were reduced bonus accruals coupled with lower stock based compensation expenses.
Previous wording
Selling expenses decreased during the six months ended June 30, 2026, as compared to the same period of the prior year. This decrease was primarily associated with lower wages, salaries and travel expenses, partially offset by slightly higher spending on advertising and promotions.
Current wording
Research, product development and regulatory expenses decreased for the three months ended September 30, 2026, as compared to the same period of the prior year. This decrease was driven by reduced expenses associated with product development.
Previous wording
Transformation costs related to the Company’s digital and structural transformation project and manufacturing footprint optimization increased during the six months ended June 30, 2026, as compared to the same period of the prior year. The Company expects that these costs will decrease. The increase in plant reorganization costs focused primarily on activity in support of the project to transfer production activity from the Los Angeles site to the Axis site. The Los Angeles plant reorganization is expected to be completed by December 31, 2026 and is part of the Company's optimization efforts of its manufacturing footprint, reconfiguring the Los Angeles site by ending synthesis operations on that site and building upon strengths and capabilities at its Axis manufacturing site. The plant reorganization costs incurred relate to a reduction in force of certain personnel, material waste disposal and other related expenses. No such costs were incurred during the six months ended June 30, 2025.
Current wording
Transformation costs related to the Company’s digital and structural transformation project and manufacturing footprint optimization increased for the three months ended September 30, 2026, as compared to the same period of the prior year.
Previous wording
The Company's borrowings in the three months ended June 30, 2026, were higher compared to the same period of the prior year, mainly as a result of the new debt structure put into place on March 13, 2026. The Company refinanced its revolving credit line with a term loan structure that increased debt and placed additional cash on the Company’s balance sheet. The new debt structure resulted in an increase in the effective interest rate.
Current wording
The Company's borrowings in the three months ended September 30, 2026, were higher compared to the same period of the prior year, mainly as a result of the new debt structure put into place on March 13, 2026. The Company refinanced its revolving credit line with a term loan structure that resulted in an increase in the effective interest rate.
Previous wording
Income tax expense was $383 for the three months ended June 30, 2026, as compared to $765 for the three months ended June 30, 2025. The effective income tax rate for the three months ended June 30, 2026, was computed based on the estimated effective tax rate for the full year which is approximately 19%, excluding discrete items and entities subject to full valuation allowances against related net deferred tax assets. The Company continues to maintain valuation allowances established against the net deferred tax assets of the U.S. and certain international entities, primarily in Brazil, for the three months ended June 30, 2026. During the three months ended June 30, 2026, several of the Company’s international businesses outside of Brazil were profitable resulting in an income tax expense.
Current wording
Income tax expense was $536 for the three months ended September 30, 2026, as compared to $422 for the three months ended September 30, 2025. The effective income tax rate for the three months ended September 30, 2026, was computed based on the estimated effective tax rate for the full year which is approximately 17%, excluding discrete items and entities subject to full valuation allowances against related net deferred tax assets. The Company continues to maintain valuation allowances established against the net deferred tax assets of the U.S. and certain international entities, primarily in Brazil, for the three months ended September 30, 2026. During the three months ended September 30, 2026, several of the Company’s international businesses outside of Brazil were profitable, resulting in an income tax expense.
Previous wording
Our overall net loss for the three months ended June 30, 2026 was $9,868 or ($0.34) per basic and diluted share, as compared to net loss of $849 or ($0.03) per basic and diluted share in the same quarter of 2025.
Current wording
Our overall net loss for the three months ended September 30, 2026 was $17,668 or ($0.61) per basic and diluted share, as compared to net loss of $12,358 or ($0.43) per basic and diluted share in the same quarter of 2025.
Previous wording
The Company’s consolidated net sales for the first half of 2026 were slightly less (2%) than those of the prior year period. This performance included US Crop sales that were up 5%, Specialty net sales up 10%, and International net sales down 13%. Gross profit improved by 3%, and, despite a slightly weaker overall factory performance, the gross margin percentage ended at 30% for the first half of 2026, as compared to 29% to the prior year period.
Current wording
The Company’s consolidated net sales for the nine months ended September 30, 2026 declined by 4%, as compared to the same period of the prior year. This performance included U.S. Crop sales that were up 3%, U.S. Specialty net sales up 6%, and International net sales down 14%. Gross profit declined by 5% and the gross margin percentage ended at 29% for both the nine months ended September 30, 2026 and the same period of the prior year.
Previous wording
Operating expenses increased by approximately 1% and, when expressed as a percentage of net sales, increased to 30% compared to 29% during the same period a year ago. Within operating expenses, selling expenses were down 3%, general and administrative expenses decreased by approximately 1%, and research, product development and regulatory expenses were up 2%.
Current wording
The Company reduced its operating expenses by approximately 5% and, when expressed as a percentage of net sales, improved to 30% compared to 31% during the same period a year ago. Within operating expenses, selling expenses increased by 1%, general and administrative expenses decreased by approximately 4%, and research, product development and regulatory expenses were flat.
Previous wording
Net sales of ourinternational businesses decreased by 13% during the first half of 2026 compared to the first half of 2025. The business experienced lower sales in Brazil relative to the same period of the prior year, primarily due to the delayed delivery of goods from the final quarter of 2024 into the first quarter of 2025 (which delay did not repeat in 2026). Further, certain direct business-to-business sales are now managed by the US crop business as part of our drive for improved operational efficiency. In addition, our Agrinos business in India experienced lower sales. Drier weather in Central America slowed sales (for example, Counter, Aztec and Impact as well as various third-party products) late in the six-month period, which was partially offset by improved sales in Ecuador, arising from the Company’s launch of Mocap for use on bananas, as well as in Mexico, by higher sales of non-crop vegetation control products and more normalized channel inventories.
Current wording
Net sales of ourinternational businesses decreased by 14% during the nine months ended September 30, 2026, as compared to the same period of 2025. Poor weather conditions in Central America slowed sales in the nine-month period. In addition, certain direct business-to-business sales are now managed by the U.S. crop business as part of our drive for improved operational efficiency. These decreases were partially offset by improved sales in Ecuador, arising from the Company’s launch of Mocap for use on bananas, as well as in Australia, with the registration of our fungicide on cereals. In addition, certain direct business-to-business sales are now managed by the US crop business as part of our drive for improved operational efficiency.
Previous wording
On aconsolidated basis, gross profit for the first six months of 2026 improved by 3%, as compared to the same period of the prior year. Increased sales volume of higher-margin domestic products contributed to the increase. This performance, along with a continued strong factory efficiency, resulted in gross margin for the first half of 2026 of 30%, as compared to 29% during the same period of the prior year.
Current wording
On aconsolidated basis, gross profit for the nine months ended September 30, 2026 declined by 5%, as compared to the same period of the prior year. Gross margin for the nine months ended September 30, 2026 was flat at 29%, as compared to the same period of the prior year.
Previous wording
Other general and administrative expenses declined slightly during the six months ended June 30, 2026, as compared to the same period of the prior year.
Current wording
Other general and administrative expenses declined during the nine months ended September 30, 2026, as compared to the same period of the prior year. The primary drivers were reduced bonus accruals and lower stock-based compensation expenses, partially offset by an increase in salary expenses.
Previous wording
Asset impairments for the three months ended June 30, 2026, relate to the decision to discontinue synthesis operations at the Los Angeles manufacturing facility. During the three months ended June 30, 2025, the Company made the decision to discontinue selling one small volume product and wrote off the remaining intangible asset book value in the amount of $134.
Current wording
Asset impairments for the nine months ended September 30, 2026, relate to the decision to discontinue synthesis operations at the Los Angeles manufacturing facility.
Previous wording
The following table shows the different components of transformation expenses for the six months ended June 30, 2026 and 2025:
Current wording
The following table shows the different components of transformation expenses for the nine months ended September 30, 2026 and 2025:
Previous wording
The Company’s borrowings during the six months ended June 30, 2026 were higher when compared to the same period of the prior year, mainly as a result of the new debt structure put into place on March 13, 2026. That resulted in the refinancing of a previous revolving credit line with a term loan structure that increased debt and placed additional cash on the Company’s balance sheet. Our effective interest rate increased as a result of the change in debt structure.
Current wording
The Company’s borrowings during the nine months ended September 30, 2026 were higher when compared to the same period of the prior year, mainly as a result of the new debt structure put into place on March 13, 2026. The Company refinanced its revolving credit line with a term loan structure that resulted in an increase in the effective interest rate.
Previous wording
Income tax expense was $507 for the six months ended June 30, 2026, as compared to $1,152 for the six months ended June 30, 2025. The effective income tax rate for the six months ended June 30, 2026 was computed based on the estimated effective tax rate for the full year which is approximately 19%, excluding discrete items and entities subject to full valuation allowances against related net deferred tax assets. The Company continues to maintain valuation allowances established against the net deferred tax assets of the U.S. and certain international entities, primarily in Brazil, for the six months ended June 30, 2026. During the six months ended June 30, 2026, several of the Company’s international businesses outside of Brazil were profitable resulting in an income tax expense.
Current wording
Income tax expense was $1,043 for the nine months ended September 30, 2026, as compared to $1,574 for the nine months ended September 30, 2025. The effective income tax rate for the nine months ended September 30, 2026 was computed based on the estimated effective tax rate for the full year which is approximately 17%, excluding discrete items and entities subject to full valuation allowances against related net deferred tax assets. The Company continues to maintain valuation allowances established against the net deferred tax assets of the U.S. and certain international entities, primarily in Brazil, for the nine months ended September 30, 2026. During the nine months ended September 30, 2026, several of the Company’s international businesses outside of Brazil were profitable, resulting in an income tax expense.
Previous wording
Our overall net loss for the six months ended June 30, 2026 was $14,014 or ($0.49) per basic and diluted share, as compared to net loss of $9,311 or ($0.33) per basic and diluted share in the six months ended June 30, 2025.
Current wording
Our overall net loss for the nine months ended September 30, 2026 was $31,682 or ($1.10) per basic and diluted share, as compared to net loss of $21,669 or ($0.76) per basic and diluted share in the nine months ended September 30, 2025.
Previous wording
The Company used cash of $60,460 in operating activities during the six months ended June 30, 2026, as compared to $39,836 during the six months ended June 30, 2025. Included in the $60,460 are net loss of $14,014, plus non-cash depreciation, amortization of intangibles and other assets in the amount of $9,026, provision for bad debts in the amount of $1,327, stock compensation in the amount of $574, amortization of deferred loan fees in the amount of $1,786 and leases in the amount of $140. Also included are a net change in deferred income taxes of $690, and change in liabilities for uncertain tax positions or unrecognized tax benefits of $50. These together resulted in a cash inflow of $268, as compared to an inflow of $2,575 for the same period of 2025.
Current wording
The Company used cash of $12,346 in operating activities during the nine months ended September 30, 2026, as compared to $27,144 during the nine months ended September 30, 2025. Included in the $12,346 are net loss of $31,682, plus non-cash depreciation, amortization of intangibles and other assets in the amount of $13,447, provision for bad debts in the amount of $2,469, stock compensation in the amount of $901 and amortization of deferred loan fees in the amount of $2,899. Also included are a net change in deferred income taxes of $1,073, and change in liabilities for uncertain tax positions or unrecognized tax benefits of $127 and changes in lease obligations and non-cash lease expense in the amount of $120. These together resulted in a cash outflow of $10,571, as compared to an outflow of $4,031 for the same period of 2025.
Previous wording
During the six months ended June 30, 2026, the Company increased net working capital by $129,494, as compared to an increase of $21,381 during the same period of the prior year. The biggest driver of the increase was the restructuring of the Company’s debt which resulted in a cash inflow of $68,766 which is included in the change in working capital. In addition, accounts receivable increased by $16,225, as compared to an increase by $3,293 in the same period of 2025. This change resulted from receiving lower customer prepayments at the end of 2025. Inventories increased by $4,280, as compared to an increase of $9,785 during the same period of 2025. Customer prepayments decreased by $32,353, as compared to a decrease of $46,187 in the same period of 2025, driven by lower prepayments from customers during December 2025. Accrued program costs decreased by $3,967, as compared to an increase of $10,267 in the prior year, as a result of timing of customers purchases, program simplification, and the mix of sales. Our accounts payable balances decreased by $459, as compared to an increase of $24,547 in the same period of 2025. Prepaid expenses and other assets increased by $339, as compared to an increase of $1,863 in the same period of 2025. Income tax receivable/payable, net changed by $2,506 as compared to $1,024 in the prior year. Finally, other payables and accrued expenses decreased by $5,611, as compared to a decrease of $15,073 in the prior year.
Current wording
During the nine months ended September 30, 2026, the Company increased net working capital by $60,093, as compared to an increase of $29,758 during the same period of the prior year. The biggest driver of the increase was the restructuring of the Company’s debt which resulted in a cash inflow of $68,419 which is included in the change in working capital. In addition, accounts receivable decreased by $14,812, as compared to a decrease by $935 in the same period of 2025. This change was mainly driven by lower sales and a shift to net pricing in 2026 compared to 2025. Inventories increased by $16,007, as compared to an increase of $16,513 during the same period of 2025. Customer prepayments increased by $11,527, as compared to a decrease of $21,453 in the same period of 2025, driven by customers’ decisions regarding the amount of prepayments they made in 2026 compared to the same period of 2025. Accrued program costs decreased by $5,454, as compared to an increase of $12,285 in the prior year, as a result of timing of customers purchases, program simplification, and the mix of sales. Our accounts payable balances decreased by $960, as compared to an increase of $11,859 in the same period of 2025. Prepaid expenses and other assets increased by $1,039, as compared to an increase of $965 in the same period of 2025. Income tax receivable and payable, net changed by $3,526 as compared to $1,083 in the prior year. Finally, other payables and accrued expenses decreased by $8,180, as compared to a decrease of $8,178 in the prior year.
Previous wording
With regard to our program accrual, the decrease (as noted above) primarily reflects our initiatives to simplify customer programs, and as a result of the level and mix of sales and customers in the first half of 2026, as compared to the prior year. The Company accrues programs in line with the growing season upon which specific products are targeted. Typically crop products have a growing season that ends on September 30 thof each year. During the first half of 2026, the Company made accruals for programs in the amount of $24,309 and made payments in the amount of $28,230. During the first half of the prior year, the Company made accruals in the amount of $41,451 and payments in the amount of $31,032.
Current wording
With regard to our program accrual, the increase primarily reflects our initiatives to simplify customer programs, and as a result of the level and mix of sales and customers in the nine months ended September 30, 2026, as compared to the prior year. The Company accrues programs in line with the growing season upon which specific products are targeted. Typically crop products have a growing season that ends on September 30 thof each year. During the nine months ended September 30, 2026, the Company made accruals for programs in the amount of $27,742 and made payments in the amount of $32,644. During the comparable period of the prior year, the Company made accruals in the amount of $52,852 and payments in the amount of $40,567.
Previous wording
Cash used for investing activities was $2,419 for the six months ended June 30, 2026, as compared to $1,057 for the six months ended June 30, 2025. The Company spent $2,322 on fixed assets purchases primarily focused on its manufacturing infrastructure.
Current wording
Cash used for investing activities was $9,815 for the nine months ended September 30, 2026, as compared to $2,042 for the nine months ended September 30, 2025. The Company spent $4,676 on fixed assets purchases primarily focused on its manufacturing infrastructure.
Previous wording
During the six months ended June 30, 2026, financing activities provided $94,371, as compared to $41,479 during the same period of the prior year. Net borrowings under the Company's debt structure amounted to $110,437 in the first half of 2026, as compared to $42,169 in the same period of the prior year. As previously noted, this was driven by the retirement of the pre-existing revolving line of credit and replacement by two term loans. The Company made payments in the amount of $16,234 relating to loan fees. Lastly, in exchange for shares of common stock returned by employees, we paid $95 and $142 for tax withholdings on stock-based compensation awards during the six months ended June 30, 2026 and 2025, respectively.
Current wording
During the nine months ended September 30, 2026, financing activities provided $93,669, as compared to $32,062 during the same period of the prior year. Net borrowings under the Company's debt structure amounted to $109,875 during the nine months ended September 30, 2026, as compared to $34,919 during the same period of the prior year. As previously noted, this was driven by the retirement of the pre-existing revolving line of credit and replacement by two term loans. The Company made payments in the amount of $16,581 relating to loan fees. Lastly, in exchange for shares of common stock returned by employees, we paid $99 and $147 for tax withholdings on stock-based compensation awards during the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
As of June 30, 2026 our debt structure includes two term loans. As of December 31, 2025, our debt structure included a senior credit facility. The debt structure are summarized in the following table:
Current wording
As of September 30, 2026 our debt structure includes two term loans. As of December 31, 2025, our debt structure included a senior credit facility. The debt structure is summarized in the following table:
Previous wording
We believe that anticipated cash flow from operations and existing cash balances will be sufficient to provide us with liquidity necessary to fund our working capital and cash requirements for the next twelve months.
Current wording
We believe that anticipated cash flow from operations and existing cash balances will be sufficient to provide us with liquidity necessary to fund our working capital and cash requirements for the next twelve months. The Company’s ability to remain in compliance with the leverage covenant under its First Lien Term Loan depends on generating significant adjusted EBITDA during the fourth quarter of 2026.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Interest expense, net, increased $10,931 due to increased borrowing and the comparatively higher effective interest rate under the new debt structure (consisting of the First Lien Term Loan and Second Lien Term Loan), that was put into place on March 13, 2026.
Current report — wording carried from elsewhere
Transformation costs related to the Company’s digital and structural transformation project and manufacturing footprint optimization increased during the nine months ended September 30, 2026, as compared to the same period of the prior year. The Company expects that these costs will decrease over time.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Asset impairments for the six months ended June 30, 2026, relate to the decision to discontinue synthesis operations at the Los Angeles manufacturing facility. In the same period of 2025, the Company made the decision to discontinue selling one small volume product and wrote off the remaining intangible asset book value in the amount of $134.