Form 8-K AMERICAN VANGUARD CORP For: May 03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 3, 2016

 

 

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-13795		95-2588080
(State or other jurisdiction of incorporation)		Commission File Number		(I.R.S. Employer Identification No.)

4695 MacArthur Court

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number: (949) 260-1200

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02 Results of Operations and Financial Condition

On May 3, 2016, American Vanguard Corporation (“Registrant”) issued a press release announcing its financial results for the quarter ended March 31, 2016. The full text of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including the Exhibits attached hereto, is being furnished under Items 2.02 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit 99.1		Press release dated May 3, 2016 of American Vanguard Corporation regarding financial results for the quarter ended March 31, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				AMERICAN VANGUARD CORPORATION
Date: May 4, 2016				By:		/s/ Timothy J. Donnelly
						Timothy J. Donnelly
						Chief Administrative Officer, General Counsel
						& Secretary

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INDEX TO EXHIBITS

 

Exhibit No.		Description
Exhibit 99.1		Press release of American Vanguard Corporation dated May 3, 2016 regarding financial results for the quarter ended March 31, 2016.

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD REPORTS FIRST QUARTER 2016 RESULTS

Newport Beach, CA – May 3, 2016 – American Vanguard Corporation (NYSE: AVD), today announced financial results for the quarter ended March 31, 2016.

Financial Highlights Fiscal 2016 First Quarter – versus Fiscal 2015 First Quarter

 

•

Net sales of $69.5 million, compared with $66.6 million.

 

•

Net income of $2.79 million, compared with $0.05 million.

 

•

Earnings per diluted share of $0.10, compared with $0.00.

Eric Wintemute, Chairman & CEO of American Vanguard commented: “Net sales increased during the period, led by our expanding international business. We achieved significantly better earnings in the quarter as a result of increased sales and focused management discipline regarding manufacturing costs and operating expenses. Additionally, we were able to invest in a new biological technology platform while further reducing debt.”

Mr. Wintemute continued: “While the Midwest corn market remained stable year-over-year, we benefited from our broad participation in other crops and global regions. In particular, the two herbicides that we acquired last year have helped expand our international business and allowed us to enter the U.S. soybean market for the first time. In addition, we recorded improved sales in the cotton market, driven by this year’s rise in cotton acreage.”

Mr. Wintemute concluded: “During the balance of this year, we expect our performance to be defined by demand for our corn herbicide Impact^®, sales of our Thimet^® insecticide in peanuts and sugar cane, post-harvest application of our soil fumigants, and continued expansion of our international business. We also expect to benefit from stronger fruit and vegetable sales resulting from the improvement in western U.S. drought conditions. Dibrom^® mosquito adulticide sales will be weather dependent, but may get additional traction in light of recent public health concerns. We look forward to giving you more detail regarding first quarter results in our upcoming conference call.”

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Conference Call

Eric Wintemute, Chairman & CEO, Bob Trogele EVP & COO and David T. Johnson, VP & CFO, will conduct a conference call focusing on the financial results at 4:30 pm ET / 1:30 pm PT on Tuesday, May 3, 2016. Interested parties may participate in the call by dialing (201) 493-6744 – please dial in 10 minutes before the call is scheduled to begin, and ask for the American Vanguard call. The conference call will also be webcast live via the News and Media section of the Company’s web site at www.american-vanguard.com. To listen to the live webcast, go to the web site at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived on the Company’s web site.

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. American Vanguard is included on the Russell 2000^® and Russell 3000^® Indexes and the Standard & Poor’s Small Cap 600 Index. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include weather conditions, changes in regulatory policy and other risks as detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release.

 

Company Contact:		Investor Representative
American Vanguard Corporation		The Equity Group Inc.
William A. Kuser, Director of Investor Relations		www.theequitygroup.com
(949) 260-1200		Lena Cati (212) 836-9611
[email protected]		[email protected]

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AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

		For the three months ended March 31
		2016				2015
Net sales		$	69,474			$	66,565
Cost of sales			41,971				41,915
Gross profit			27,503				24,650
Operating expenses			22,873				24,344
Operating income			4,630				306
Interest expense			541				641
Income (loss) before provision for income taxes and loss on equity investment			4,089				(335	)
Income taxes expense (benefit)			1,060				(292	)
Income (loss) before loss on equity investment			3,029				(43	)
Net loss from equity method investment			(82	)			—
Net income (loss)			2,947				(43	)
Net (income) loss attributable to non-controlling interest			(153	)			94
Net income attributable to American Vanguard			2,794				51
Earnings per common share—basic		$	.10			$	.00
Earnings per common share—assuming dilution		$	.10			$	.00
Weighted average shares outstanding—basic			28,808				28,527
Weighted average shares outstanding—assuming dilution			29,307				28,839

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AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

ASSETS

(Unaudited)

 

		Mar. 31, 2016				Dec. 31, 2015
Current assets:
Cash and cash equivalents		$	7,916			$	5,524
Receivables:
Trade, net of allowance for doubtful accounts of $388 and $423, respectively			82,687				72,835
Other			2,904				2,554
Total receivables, net			85,591				75,389
Inventories			144,415				136,477
Prepaid expenses			12,354				11,172
Income taxes receivable			—				168
Deferred income tax assets			8,101				8,101
Total current assets			258,377				236,831
Property, plant and equipment, net			46,433				47,972
Intangible assets, net of applicable amortization			127,131				129,160
Other assets			31,581				29,576
		$	463,522			$	443,539
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current installments of other notes payable		$	37			$	55
Current installments of other liabilities			200				514
Accounts payable			28,374				15,343
Deferred revenue			7,040				8,888
Accrued program costs			52,002				44,371
Accrued expenses and other payables			6,992				7,111
Income tax payable			1,002				—
Total current liabilities			95,647				76,282
Long-term debt and other notes payable, excluding current installments			65,763				68,321
Other liabilities, excluding current installments			3,022				3,054
Deferred income tax liabilities			27,556				27,556
Total liabilities			191,988				175,213
Commitments and contingent liabilities Stockholders’ equity:
Preferred stock, $.10 par value per share; authorized 400,000 shares; none issued			—				—
Common stock, $.10 par value per share; authorized 40,000,000 shares; issued 31,596,302 shares at March 31, 2016 and 31,638,225 shares at December 31, 2015			3,160				3,164
Additional paid-in capital			68,714				68,534
Accumulated other comprehensive loss			(3,456	)			(3,541	)
Retained earnings			211,301				208,507
			279,719				276,664
Less treasury stock at cost, 2,450,634 shares at March 31, 2016 and December 31, 2015			(8,269	)			(8,269	)
American Vanguard Corporation stockholders’ equity			271,450				268,395
Non-controlling interest			84				(69	)
Total stockholders’ equity			271,534				268,326
		$	463,522			$	443,539

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AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

		For the three months ended March 31
		2016				2015
Cash flows from operating activities:
Net income (loss)		$	2,947			$	(43	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of fixed and intangible assets			4,315				3,954
Amortization of other long term assets			1,092				1,430
Amortization of discounted liabilities			9				49
Stock-based compensation			456				1,427
Tax benefit from exercise of stock options			(35	)			(1	)
Operating loss from equity method investment			82				—
Changes in assets and liabilities associated with operations:
(Increase) decrease in net receivables			(10,202	)			3,611
Increase in inventories			(7,938	)			(1,350	)
Increase in prepaid expenses and other assets			(1,036	)			(1,301	)
Decrease (increase) in income tax receivable/payable, net			1,205				(378	)
Increase in accounts payable			13,031				3,570
(Decrease) increase in deferred revenue			(1,848	)			3,660
Increase in other payables and accrued expenses			7,512				5,214
Net cash provided by operating activities			9,590				19,842
Cash flows from investing activities:
Capital expenditures			(715	)			(1,522	)
Investment			(3,283	)			—
Net cash used in investing activities			(3,998	)			(1,522	)
Cash flows from financing activities:
Net payments under line of credit agreement			(2,600	)			(14,400	)
Payments on other long-term liabilities			(373	)			(351	)
Tax benefit from exercise of stock options			35				1
Increase in other notes payable			—				200
Net payments from the issuance of common stock (sale of stock under ESPP and exercise of stock options)			(315	)			(965	)
Payment of cash dividends			—				(569	)
Net cash used in by financing activities			(3,253	)			(16,084	)
Net increase in cash and cash equivalents			2,339				2,236
Cash and cash equivalents at beginning of period			5,524				4,885
Effect of exchange rate changes on cash			53				(251	)
Cash and cash equivalents at end of period		$	7,916			$	6,870

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