Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $.10 Par Value—~~30,163,787~~30,828,461 shares as of ~~May 1, 2020.~~April 30, 2021.

	For the three months ended March 31					For the three months ended March 31
	2020			2019		2021			2020
Net sales	$	95,962		$	99,676	$	116,155		$	95,962
Cost of sales		57,581			57,974		(71,024	)		(57,581	)
Gross profit		38,381			41,702		45,131			38,381
Operating expenses		36,545			34,800		(41,444	)		(36,545	)
Adjustment to bargain purchase gain on business acquisition							(33	)		—
Operating income		1,836			6,902		3,654			1,836
Change in fair value of an equity investment							1,066			—
Other income							672			—
Interest expense, net		1,508			1,612		(946	)		(1,508	)
Income before provision for income taxes (benefit) and loss on equity method investment		328			5,290		4,446			328
Income tax (benefit) expense		(205	)		1,360
Income before loss on equity method investment		533			3,930
Income tax (expense) benefit							(1,362	)		205
Income before loss from equity method investment							3,084			533
Loss from equity method investment		13			24		(13	)		(13	)
Net income	$	520		$	3,906	$	3,071		$	520
Earnings per common share—basic	$	0.02		$	0.13	$	0.10		$	0.02
Earnings per common share—assuming dilution	$	0.02		$	0.13	$	0.10		$	0.02
Weighted average shares outstanding—basic		29,288			28,977		29,737			29,288
Weighted average shares outstanding—assuming dilution		29,948			29,579		30,523			29,948

	For the three months ended March 31						For the three months ended March 31
	2020			2019			2021			2020
Net income	$	520		$	3,906		$	3,071		$	520
Comprehensive income:
Foreign currency translation adjustment		(9,063	)		(1,769	)
Other comprehensive loss:
Foreign currency translation adjustment, net								(2,503	)		(9,063	)
Comprehensive income (loss)	$	(8,543	)	$	2,137		$	568		$	(8,543	)

		March 31, 2020			December 31, 2019				March 31, 2021			December 31, 2020
Current assets:
Cash and cash equivalents		$	5,544		$	6,581			$	13,765		$	15,923
Receivables:
Trade, net of allowance for doubtful accounts of $2,606 and $2,297, respectively			141,509			136,075
Trade, net of allowance for doubtful accounts of $3,979 and $3,297, respectively										156,010			130,029
Other			13,134			16,949				10,247			8,444
Total receivables, net			154,643			153,024				166,257			138,473
Inventories			175,861			163,313				172,234			163,784
Prepaid expenses			11,149			10,457				11,221			10,499
Income taxes receivable			3,406			2,824				2,409			3,046
Total current assets			350,603			336,199				365,886			331,725
Property, plant and equipment, net			57,599			56,521				65,945			65,382
Operating lease right-of-use assets			10,731			11,258				11,207			12,198
Intangible assets, net of applicable amortization			193,823			198,377				193,776			197,514
Goodwill			41,974			46,557				50,505			52,108
Other assets			19,511			21,186				18,492			18,602
Deferred income tax assets, net										4,213			2,764
Total assets		$	674,241		$	670,098			$	710,024		$	680,293

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY							LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current installments of other liabilities		$	227		$	1,513			$	909		$	2,647
Accounts payable			64,333			64,881				60,946			59,253
Deferred revenue			4,448			6,826				32,316			43,611
Accrued program costs			53,696			47,699				53,196			45,441
Accrued expenses and other payables			11,720			12,815				15,865			16,184
Operating lease liabilities, current			4,883			4,904				3,664			4,188
Total current liabilities			139,307			138,638				166,896			171,324
Long-term debt, net			168,225			148,766				143,423			107,442
Operating lease liabilities, long term			5,996			6,503				7,692			8,177
Other liabilities, excluding current installments			10,963			12,890
Deferred income tax liabilities			15,543			19,145
Other liabilities, net of current installments										8,453			9,054
Deferred income tax liabilities, net										23,514			23,560
Total liabilities			340,034			325,942				349,978			319,557
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 33,188,421 shares at March 31, 2020 and 33,233,614 shares at December 31, 2019			3,319			3,324
Preferred stock, $.10 par value per share; authorized 400,000 shares; NaN issued										—			—
Common stock, $.10 par value per share; authorized 40,000,000 shares; issued 33,874,322 shares at March 31, 2021 and 33,922,433 shares at December 31, 2020										3,389			3,394
Additional paid-in capital			89,757			90,572				95,985			96,642
Accumulated other comprehensive loss			(14,761	)		(5,698	)			(11,825	)		(9,322	)
Retained earnings			274,052			274,118				290,657			288,182
Less treasury stock at cost, 3,061,040 shares at March 31, 2020 and December 31, 2019			(18,160	)		(18,160	)
Less treasury stock at cost, 3,061,040 shares										(18,160	)		(18,160	)
Total stockholders’ equity			334,207			344,156				360,046			360,736
Total liabilities and stockholders' equity		$	674,241		$	670,098			$	710,024		$	680,293

	Common Stock															Treasury Stock								Common Stock						Additional			Accumulated Other						Treasury Stock
																								Shares			Amount			Paid-in Capital			Comprehensive Loss			Retained Earnings			Shares		Amount			Total
Balance, December 31, 2020																									33,922,433		$	3,394		$	96,642		$	(9,322	)	$	288,182			3,061,040	$	(18,160	)	$	360,736
Stocks issued under ESPP																									25,120			2			338			—			—			—		—			340
Cash dividends on common stock ($0.02 per share)																									—			—			—			—			(596	)		—		—			(596	)
Foreign currency translation adjustment, net																									—			—			—			(2,503	)		—			—		—			(2,503	)
Stock based compensation																									—			—			1,792						—			—		—			1,792
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes)																									(73,231	)		(7	)		(2,787	)		—			—			—		—			(2,794	)
Net income																									—			—			—			—			3,071			—		—			3,071
Balance, March 31, 2021																									33,874,322		$	3,389		$	95,985		$	(11,825	)	$	290,657			3,061,040	$	(18,160	)	$	360,046
	Shares			Amount			Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Shares		Amount			Total
Balance, December 31, 2019		33,233,614		$	3,324		$	90,572		$	(5,698	)	$	274,118			3,061,040	$	(18,160	)	$	344,156			33,233,614		$	3,324		$	90,572		$	(5,698	)	$	274,118			3,061,040	$	(18,160	)	$	344,156
Stocks issued under ESPP		22,776			2			350			—			—			—		—			352			22,776			2			350			—			—			—		—			352
Cash dividends on common stock ($0.02 per share)		—			—			—			—			(586	)		—		—			(586	)		—			—			—			—			(586	)		—		—			(586	)
Foreign currency translation adjustment, net		—			—			—			(9,063	)		—			—		—			(9,063	)		—			—			—			(9,063	)		—			—		—			(9,063	)
Stock based compensation		—			—			1,357			—			—			—		—			1,357			—			—			1,357			—			—			—		—			1,357
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes)		(67,969	)		(7	)		(2,522	)		—			—			—		—			(2,529	)		(67,969	)		(7	)		(2,522	)		—			—			—		—			(2,529	)
Net income		—			—			—			—			520			—		—			520			—			—			—			—			520			—		—			520
Balance, March 31, 2020		33,188,421		$	3,319		$	89,757		$	(14,761	)	$	274,052			3,061,040	$	(18,160	)	$	334,207			33,188,421		$	3,319		$	89,757		$	(14,761	)	$	274,052			3,061,040	$	(18,160	)	$	334,207

Balance, December 31, 2018		32,752,827		$	3,276		$	83,177		$	(4,507	)	$	262,840			2,902,992	$	(15,556	)	$	329,230
Stocks issued under ESPP		22,441			2			336			—			—			—		—			338
Cash dividends on common stock ($0.02 per share)		—			—			—			—			(580	)		—		—			(580	)
Foreign currency translation adjustment, net		—			—			—			(1,769	)		—			—		—			(1,769	)
Stock based compensation		—			—			1,485			—			—			—		—			1,485
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes)		419,295			42			(930	)		—			—			—		—			(888	)
Shares repurchased		—			—			—			—			—			158,048		(2,604	)		(2,604	)
Net income		—			—			—			—			3,906			—		—			3,906
Balance, March 31, 2019		33,194,563		$	3,320		$	84,068		$	(6,276	)	$	266,166			3,061,040	$	(18,160	)	$	329,118

	For the three months ended March 31						For the three months ended March 31
	2020			2019			2021			2020
Cash flows from operating activities:
Net income	$	520		$	3,906		$	3,071		$	520
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of fixed and intangible assets		4,762			4,609			5,403			4,762
Amortization of other long-term assets and debt issuance costs		1,026			1,082
Amortization of discounted liabilities		4			—
Amortization of other long-term assets								1,200			967
Accretion of discounted liabilities								18			4
Amortization of deferred loan fees								81			59
Provision for bad debts		359			1,034			682			359
Revision of deferred compensation		—			(1,543	)
Loan principal and interest forgiveness								(672	)		—
Stock-based compensation		1,357			1,485			1,792			1,357
Decrease in deferred income taxes		(910	)		(742	)		(269	)		(910	)
Change in fair value of an equity investment								(1,066	)		—
Loss from equity method investment		13			24			13			13
Net foreign currency adjustment		823			172
Adjustment to bargain purchase gain on business acquisition								33			—
Changes in assets and liabilities associated with operations:
Decrease (increase) in net receivables		(5,472	)		6,812
Increase in net receivables								(30,422	)		(6,578	)
Increase in inventories		(16,446	)		(23,763	)		(9,615	)		(16,446	)
Increase in prepaid expenses and other assets		(776	)		(2,724	)		(1,052	)		(776	)
Decrease (increase) in income tax receivable/payable, net		(597	)		750
(Decrease) increase in accounts payable		(189	)		4,788
(Increase) decrease in income tax receivable/payable, net								638			(597	)
Decrease in net operating lease liability								(18	)		—
Increase in accounts payable								2,293			1,617
Decrease in deferred revenue		(2,342	)		(16,036	)		(11,293	)		(2,342	)
Increase in accrued program costs		6,016			2,391			7,770			6,016
Decrease in other payables and accrued expenses		(2,094	)		(2,508	)		(1,187	)		(2,094	)
Net cash used in by operating activities		(13,946	)		(20,263	)
Net cash used in operating activities								(32,600	)		(14,069	)
Cash flows from investing activities:
Capital expenditures		(2,980	)		(3,369	)		(2,904	)		(2,980	)
Acquisitions of businesses, product lines and intangible assets		—			(24,246	)
Intangible assets								(41	)		—
Net cash used in investing activities		(2,980	)		(27,615	)		(2,945	)		(2,980	)
Cash flows from financing activities:
Net borrowings under line of credit agreement		19,400			52,600			35,900			19,400
Net payments from the issuance of common stock (sale of stock under ESPP, exercise of stock options, and shares purchased for tax withholdings)		(2,177	)		(550	)		(2,454	)		(2,177	)
Repurchase of common stock		—			(2,604	)
Payment of cash dividends		(582	)		(581	)		(593	)		(582	)
Net cash provided by financing activities		16,641			48,865			32,853			16,641
Net (decrease) increase in cash and cash equivalents		(285	)		987
Net decrease in cash and cash equivalents								(2,692	)		(408	)
Effect of exchange rate changes on cash and cash equivalents		(752	)		(498	)		534			(629	)
Cash and cash equivalents at beginning of period		6,581			6,168			15,923			6,581
Cash and cash equivalents at end of period	$	5,544		$	6,657		$	13,765		$	5,544
Non-cash investing activities:
Deferred consideration in connection with business acquisitions:	$	—		$	2,645

1. Summary of Significant Accounting Policies —The accompanying unaudited condensed consolidated financial statements of American Vanguard Corporation and Subsidiaries (“AVD” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of consolidating adjustments, eliminations and normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020.~~2021. The financial statements and related notes do not include all information and footnotes required by US GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The Company is closely monitoring the impact of the novel coronavirus (COVID-19) pandemic on all aspects of its business, including how the pandemic will impact its customers, business partners, and employees. The Company is considered an essential business by most governments in the jurisdictions and territories in which the Company operates and, as a result, did not incur significant disruptions from the COVID-19 pandemic during the ~~three months~~three-months ended March 31, 2021 and 2020. ~~However,~~During the three-month period ended March 31, 2021, the Company has experienced strong demand for its products, more stability in foreign exchange rates and, in some jurisdictions in which it operates, return to more normal business activities including more face-to-face meetings with customers and suppliers etc., albeit at a much-reduced level as compared to pre-pandemic times. The Company established a pandemic working group at the start of the COVID-19 pandemic. That group meets bi-weekly and is presently monitoring the safety of its employees, especially in Brazil and India, as those countries are experiencing a surge in new virus variants. During the same period of the prior year our business operated comparatively normally, however, was impacted by adverse movements in some key currency exchange rates as the pandemic news spread across the globe.

Looking forward, the Company is unable to predict the impact that the pandemic may have on its future financial condition, results of operations and cash flows due to numerous uncertainties. The extent to which the COVID-19 pandemic impacts the Company’s operations and those of its customers in the near term will depend on future developments, which are highly uncertain and, beyond extrapolating our experience since the start of the pandemic, cannot be predicted with confidence. The Company continues to monitor its business for adverse impacts of the pandemic, including volatility in the foreign exchange markets, demand, supply-chain disruptions in certain markets, and increased costs of employee safety, among others.

On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326)”, along with related clarifications and improvements. As a result, we updated our significant accounting policies for the measurement of credit losses below. Refer to Note 15 “Recent Accounting Standards” for further information related to the Company's adoption of this standard.

Allowance for Credit Losses – The Company maintains an allowance for credit losses to cover its Current Expected Credit Losses ("CECL") on its trade receivables, other receivables and contract assets arising from the failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. In most instances, the Company’s policy is to write-off trade receivables when they are deemed uncollectible. The vast majority of the Company's trade receivables are less than 365 days.

Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on multiple portfolios. The determination of portfolios are based primarily on geographical location, type of customer and aging.

2. ~~Leases—~~Leases — The Company has operating leases for warehouses, manufacturing facilities, offices, cars, railcars and certain equipment. The lease term includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not terminate) that the Company is reasonably certain to exercise. The Company has leases with a lease term ranging from 1one year to 20 years.

Finance leases are immaterial to the accompanying condensed consolidated financial statements. There were no lease transactions with related parties as of ~~March 31, 2020.~~and for the three-month periods presented in the table below.

The operating lease expense for the three months ended March 31, 2021 and 2020 was $1,454 and ~~2019 was~~ $1,395, ~~and $1,227,~~ respectively. Lease expenses related to variable lease payments and short-term leases were immaterial. Other information related to operating leases follows:

	Three months ended March 31, 2020			Three months ended March 31, 2019			Three months ended March 31, 2021			Three months ended March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities	$	1,396		$	1,206		$	1,465		$	1,396
ROU assets obtained in exchange for new liabilities	$	825		$	371		$	376		$	825

Weighted-average remaining lease term (in years)		3.15			3.25			4.53			3.15
Weighted-average discount rate		3.67	%		3.69	%		3.83	%		3.67	%

Future minimum lease payments under non-cancellable operating leases as of March 31, ~~2020~~2021 were as follows:

	March 31, 2020		March 31, 2021
2020 (excluding three months ended March 31, 2020)	$	3,959
2021		3,552
2021 (excluding three months ended March 31, 2021)			$	3,166
2022		1,952		2,970
2023		871		2,008
2024		389		1,256
2025				1,025
Thereafter		870		2,019
Total lease payments	$	11,593	$	12,444
Less: imputed interest		714		1,088
Total	$	10,879	$	11,356

Amounts recognized in the condensed consolidated balance sheet:
Operating lease liabilities, current	$	4,883	$	3,664
Operating lease liabilities, long term	$	5,996	$	7,692

3. Revenue Recognition—The Company recognizes revenue from the sale of its products, which include crop and non-crop products. The Company sells its products to customers, which include distributors, retailers, and growers. In addition, the Company recognizes royalty income from licensing agreements. Based on similar economic and operational characteristics, the Company’s business is aggregated into ~~one~~1 reportable segment. Selective enterprise information of sales disaggregated by category and geographic region is as follows:

	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Net sales:
US crop	$	50,362	$	50,270	$	54,755	$	50,362
US non-crop		10,993		11,267		17,453		10,993
Total US		61,355		61,537		72,208		61,355
International		34,607		38,139		43,947		34,607
Total net sales:	$	95,962	$	99,676	$	116,155	$	95,962
Timing of revenue recognition:
Goods transferred at a point in time	$	95,776	$	99,297
Goods and services transferred at a point in time					$	115,971	$	95,776
Goods and services transferred over time		186		379		184		186
Total net sales:	$	95,962	$	99,676	$	116,155	$	95,962

Performance Obligations—A performance obligation is a promise in a contract or sales order to transfer a distinct good or service to the ~~customer and is the unit of account in ASC 606.~~customer. A transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Certain of the Company’s sales orders have multiple performance obligations, as the promise to transfer individual goods or services is separately identifiable from other promises in the sales orders. For sales orders with multiple performance obligations, the Company allocates the sales order’s transaction price to each performance obligation based on its relative stand-alone selling price. The stand-alone selling prices are determined based on the prices at which the Company separately sells these products. The Company’s performance obligations are satisfied either at a point in time or over time as work progresses.

Contract ~~Balances~~Assets and Deferred Revenue —The contract assets are included in other receivables on the condensed consolidated balance sheets and relate to royalties earned on certain functional licenses granted for the use of the Company’s intellectual property. The timing of revenue recognition, billings and cash collections may result in deferred revenue. The Company sometimes receives payments from its customers in advance of goods and services being provided in return for early cash incentive programs, resulting in deferred revenues. These liabilities are reported on the condensed consolidated balance sheet at the end of each reporting period. The contract assets in the table below are related to royalties earned on certain licenses granted for the use of the Company’s intellectual property, which are recognized at a point in time and remain outstanding as well as customized products without an alternative use.

March 31,

2020

December 31,

2019

March 31,

2021

December 31,

2020

Contract assets

6,091

4,600

3,200

Deferred revenue

4,448

6,826

32,316

43,611

Revenue recognized for the three months ended March 31, ~~2020,~~2021, that was included in the deferred revenue balance at the beginning of ~~2020~~2021 was ~~$2,378.~~ $11,295. The Company expects to recognize all its remaining deferred revenue in fiscal ~~2020.~~2021.

4.Property, Plant and Equipment — Property, plant and equipment at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 consists of the following:

	March 31, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Land	$	2,706		$	2,706		$	2,756		$	2,756
Buildings and improvements		18,293			18,640			19,731			19,786
Machinery and equipment		116,915			116,757			126,425			124,199
Office furniture, fixtures and equipment		6,331			6,228			9,530			7,403
Automotive equipment		1,565			1,762			1,747			1,747
Construction in progress		8,028			5,263			8,767			10,392
Total		153,838			151,356			168,956			166,283
Less accumulated depreciation		(96,239	)		(94,835	)		(103,011	)		(100,901	)
Property, plant and equipment, net	$	57,599		$	56,521		$	65,945		$	65,382

The Company recognized depreciation expense related to property and equipment of ~~$1,517~~$2,171 and ~~$1,648~~$1,517 for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. During the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the Company eliminated from assets and accumulated depreciation ~~$113~~$62 and ~~$710, respectively,~~$113, of fully depreciated ~~assets.~~assets, respectively.

Substantially all of the Company’s assets are pledged as collateral with its lender banks.

5. Inventories — Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) or average cost method. The components of inventories consist of the following:

	March 31, 2020		December 31, 2019		March 31, 2021		December 31, 2020
Finished products	$	161,788	$	151,917	$	150,026	$	149,415
Raw materials		14,073		11,396		22,208		14,369
Inventories	$	175,861	$	163,313	$	172,234	$	163,784

6.Segment Reporting — Based on similar economic and operational characteristics, the Company’s business is aggregated into ~~one~~1 reportable segment. Selective enterprise information is as follows:

	For the three Months Ended March 31												For the three Months Ended March 31
	2020			2019			Change			% Change			2021			2020			Change			% Change
Net sales:
US crop	$	50,362		$	50,270		$	92			0	%
US non-crop		10,993			11,267			(274	)		-2	%
Total US		61,355			61,537			(182	)		0	%
U.S. crop													$	54,755		$	50,362		$	4,393			9	%
U.S. non-crop														17,453			10,993			6,460			59	%
Total U.S.														72,208			61,355			10,853			18	%
International		34,607			38,139			(3,532	)		-9	%		43,947			34,607			9,340			27	%
Total net sales:	$	95,962		$	99,676		$	(3,714	)		-4	%	$	116,155		$	95,962		$	20,193			21	%
Gross profit:
US crop	$	24,245		$	23,822		$	423			2	%
US non-crop		4,719			5,846			(1,127	)		-19	%
Total US		28,964			29,668			(704	)		-2	%
U.S. crop													$	21,271		$	24,245		$	(2,974	)		-12	%
U.S. non-crop														9,383			4,719			4,664			99	%
Total U.S.														30,654			28,964			1,690			6	%
International		9,417			12,034			(2,617	)		-22	%		14,477			9,417			5,060			54	%
Total gross profit:	$	38,381		$	41,702		$	(3,321	)		-8	%	$	45,131		$	38,381		$	6,750			18	%
Gross margin:
US crop		48	%		47	%
US non-crop		43	%		52	%
Total US		47	%		48	%
U.S. crop														39	%		48	%
U.S. non-crop														54	%		43	%
Total U.S.														42	%		47	%
International		27	%		32	%								33	%		27	%
Gross margin:		40	%		42	%								39	%		40	%

7. Accrued Program Costs— The Company offers various discounts to customers based on the volume purchased within a defined time period, other pricing adjustments, some grower volume incentives or other key performance indicator driven payments, which are usually made ~~to distributors, retailers or growers,~~ at the end of a growing ~~season.~~season, to distributors, retailers or growers. The Company describes these payments as “Programs.” Programs are a critical part of doing business in both the USU.S. crop and US non-crop chemicals ~~market.~~marketplaces. These discount Programs represent variable consideration. ~~In accordance with ASC 606, revenues~~Revenues from sales are recorded at the net sales price, which is the transaction price net of the impact of Programs and includes estimates of variable consideration. Variable consideration includes amounts expected to be paid to its customers estimated using the expected value method. Each quarter management compares individual sale transactions with Programs to determine what, if any, estimated ~~Program~~program liabilities have been incurred. Once this initial calculation is made for the specific quarter, sales and marketing management, along with executive and financial management, review the accumulated Program balance and, for volume driven payments, make assessments of whether or not customers are tracking in a manner that indicates that they will meet the requirements set out in agreed upon terms and conditions attached to each Program. Following this assessment, management makes adjustments to the accumulated accrual to properly reflect the Company’s best estimate of the liability at the balance sheet date. Programs are paid out predominantly on an annual basis, usually in the final quarter of the financial year or the first quarter of the following year. No significant changes in estimates were made during the three months ended March 31, 2021 and 2020, ~~and 2019,~~ respectively.

8. Cash Dividends on Common Stock —The Company has declared and paid the following cash dividends in the periods covered by this Form 10-Q:

Declaration Date	Record Date	Distribution Date	Dividend Per Share		Total Paid		Record Date	Distribution Date	Dividend Per Share		Total Paid
March 10, 2021							March 15, 2021	April 15, 2021	$	0.020	$	596
December 7, 2020							December 23, 2020	January 6, 2021	$	0.020	$	593
March 9, 2020	March 26, 2020	April 16, 2020	$	0.020	$	586	March 26, 2020	April 16, 2020	$	0.020	$	586
December 9, 2019	December 26, 2019	January 9, 2020	$	0.020	$	582	December 26, 2019	January 9, 2020	$	0.020	$	582

9. ~~ASC 260~~ Earnings Per Share ~~(“EPS”)~~ requires dual presentation of basic EPS and diluted EPS on the face of the condensed consolidated statements of operations. Basic EPS is computed as net income divided by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects potential dilution that could occur if securities or other contracts, which, for the Company, consist of options to purchase shares of the Company’s common stock, are exercised.

	Three Months Ended March 31,				Three Months Ended March 31,
	2020		2019		2021		2020
Numerator:
Net income	$	520	$	3,906	$	3,071	$	520
Denominator:
Weighted average shares outstanding-basic		29,288		28,977		29,737		29,288
Dilutive effect of stock options and grants		660		602		786		660
Weighted average shares outstanding-diluted		29,948		29,579		30,523		29,948

For the three months ended March 31, 2021 and 2020, ~~and 2019, no~~0 stock options were excluded from the computation of diluted earnings per share.

10.Debt — The Company has a revolving line of credit that is shown as long-term debt in the condensed consolidated balance sheets at March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. The Company has no0 short-term debt as of March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. The debt is summarized in the following table:

Long-term indebtedness ($000's)	March 31, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Revolving line of credit	$	168,700		$	149,300		$	143,800		$	107,900
Deferred loan fees		(475	)		(534	)		(377	)		(458	)
Total indebtedness	$	168,225		$	148,766		$	143,423		$	107,442

AsThe Company’s main bank is Bank of ~~June~~the West, a wholly-owned subsidiary of the French bank, BNP Paribas. Bank of the West has been the Company’s bank for more than 30 ~~2017,~~years and is the syndication manager for the Company’s loans.

The revolving line of credit agreement (the “Credit Agreement”) is a senior secured lending facility among AMVAC, ~~Chemical Corporation (“AMVAC”),~~ the Company’s principal operating subsidiary, as borrower, and affiliates (including the Company, AMVAC CV and AMVAC BV), as guarantors and/or borrowers, ~~entered into a Third Amendment to Second Amended~~on the one hand, and ~~Restated Credit Agreement with~~ a group of commercial lenders led by Bank of the West as agent, swing line lender and Letter of Credit ~~issuer. The agreement is a senior secured lending facility,~~issuer on the other hand, consisting of a line of credit of up to $250,000, an accordion feature of up to $100,000 and a maturity date of June 30, 2022. The ~~agreement~~Credit Agreement contains two key financial covenants; namely, borrowers are required to maintain a Consolidated Funded Debt Ratio ~~(the “CFD Ratio”)~~ of no more than 3.25-to-1 and a Consolidated Fixed Charge Covenant Ratio of at least 1.25-to-1. The Company’s borrowing capacity varies with its financial performance, measured in terms of EBITDA as defined in the Credit Agreement, for the trailing twelve-month period. Under the ~~agreement,~~Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) LIBOR plus the “Applicable Rate” which is based upon the Consolidated Funded Debt Ratio (“Eurocurrency Rate Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Rate (“Alternate Base Rate Loan”). Interest payments for Eurocurrency Rate Loans are payable on the last day of each interest period (either one, two, three or six months, as selected by the borrower) and the maturity date, while interest payments for Alternate Base Rate Loans are payable on the last business day of each month and the maturity date. The interest rate on March 31, 2021 was 2.75%.

As of November 27, 2019, AMVAC, as borrower, and certain affiliates entered into a Fourth Amendment to Second Amended and Restated Credit Agreement with its senior lenders under the terms of which the maximum limits for both Permitted Acquisitions and Investments in Foreign Subsidiaries were increased and new language was added with respect to Eurocurrency Rates, LIBOR Rates and ERISA. As of April 22, 2020, AMVAC, as borrower, and certain affiliates ~~entered into a Fifth Amendment to~~amended the ~~Second Amended and Restated~~Credit Agreement. The Credit Agreement, ~~with its senior lenders (the “Credit Agreement”), having~~as amended, has the same term and loan commitments, ~~but under which~~however the maximum permitted ~~CFD Ratio~~consolidated funded debt ratio (the “CFD Ratio”) has been increased from 3.25-to-1 to the following schedule: 4.00-to-1 through September 30, 2020, stepping down to 3.75-to-1 through December 31, 2020, 3.5-to-1 through March 31, 2021 and 3.25-to-1 thereafter. In addition, to the extent that it completes acquisitions totaling $15 million or more in any 90-day period, AMVAC may step-up the CFD Ratio by 0.5-to-1, not to exceed 4.25-to-1, for the next three full consecutive quarters. Finally, to the extent that a proposed acquisition is at least $30 million but less than $50 million, the consent of the Lead Agent is required. Larger acquisitions continue to require the consent of a majority of the Lenders.

At March 31, ~~2020,~~2021, the Company is compliant with all covenants to its Senior Credit Facility. Based on its performance against the most restrictive covenants in the Credit Agreement, the Company had the capacity to increase its borrowings by up to ~~$39,552,~~$50,993, according to the terms thereof. This compares to an available borrowing capacity of ~~$56,707~~$86,736 as of December 31, 2020 and $39,552 as of March 31, ~~2019.~~2020. The level of borrowing capacity is driven by three factors: (1) our financial performance, as measured in EBITDA for both the trailing twelve month period and proforma basis arising from acquisitions, (2) net borrowings, and (3) the leverage covenant (the Consolidated Funded Debt Ratio).

Agrinos had an existing Paycheck Protection Program (PPP) loan in the amount of $705 as of the date it was acquired by the Company. This PPP loan was granted on April 27, 2020, $667 in principal and $5 in interest of this PPP loan was forgiven by the Small Business Administration on January 7, 2021 and Agrinos repaid the remaining outstanding balance. As a result, the PPP loan was extinguished on January 7, 2021 and the total amount forgiven of $672 was recorded as other income in the Company’s condensed consolidated statement of operations and represents a non-cash financing activity on the condensed consolidated statement of cash flows for the three months ended March 31, 2021.

11. ~~Reclassifications—~~Reclassifications — Certain items have been reclassified in the prior period condensed consolidated financial statements to conform with the March 31, ~~2020~~2021 presentation.

12. Comprehensive Income (Loss) —Total comprehensive ~~loss~~income (loss) includes, in addition to net income, changes in equity that are excluded from the condensed consolidated statements of operations and are recorded directly into a separate section of stockholders’ equity on the condensed consolidated balance sheets. For the ~~three month~~three-month periods ended March 31, ~~2020~~2021 and ~~2019,~~2020, total comprehensive income (loss) consisted of net income attributable to American Vanguard and foreign currency translation adjustments.

13. Stock-Based ~~Compensation—The Company accounts for stock-based awards to employees and directors in accordance with FASB ASC 718, “Share-Based Payment,~~” which requires the measurement and recognition of compensation for all share-based payment awards made to employees and directors including shares of common stock granted for services and employee stock options based on estimated fair values.

Compensation — The following tables illustrate the Company’s stock-based compensation, unamortized stock-based compensation, and remaining weighted average ~~period for~~amortization period.

The Company also granted stock options in past periods. All outstanding stock options are fully vested and exercisable and no expense was recorded during the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

Restricted and Unrestricted Stock — A summary of nonvested time based restricted and unrestricted stock is presented below:

Stock-Based
Compensation
for the Three
months ended

Unamortized
Stock-Based
Compensation

Remaining
Weighted
Average
Period (years)

March 31, 2020

Restricted Stock

$
776

$
4,555

1.5

Unrestricted Stock

123

82

0.2

Performance-Based Restricted Stock

458

2,288

1.7

Total

$
1,357

$
6,925

March 31, 2019

Restricted Stock

$
688

$
9,238

2.4

Unrestricted Stock

96

64

0.2

Performance-Based Restricted Stock

701

4,524

2.4

Total

$
1,485

$
13,826

	Three Months Ended March 31, 2021					Three Months Ended March 31, 2020
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Nonvested shares at December 31^st		820,624		$	16.64		719,845		$	17.67
Granted		—			—		4,185			18.63
Vested		(197,615	)		19.91		(213,781	)		16.18
Forfeited		(11,580	)		16.95		(14,715	)		18.08
Nonvested shares at March 31^st		611,429		$	15.57		495,534		$	18.31

~~Option activity within each plan~~Performance-Based Restricted Stock — A summary of nonvested performance-based stock is ~~as follows:~~presented below:

Stock Options — The Company has stock options outstanding under its incentive stock option plans and performance incentive stock option plan. All outstanding stock options are vested and exercisable. The following tables present details for each type of plan:

Outstanding at March 31, ~~2020,~~2021, summarized by exercise ~~price is as follows:~~price:

	Outstanding Weighted Average						Outstanding Weighted Average
Exercise Price Per Share	Shares		Remaining Life (Months)		Exercise Price		Shares		Remaining Life (Months)		Exercise Price
Incentive Stock Option Plan:
$7.50		185,150		8	$	7.5
$11.32—$14.49		131,837		55	$	11.48
$11.32								7,200		3	$	7.5
$14.49								110,049		45	$	11.49
		316,987			$	9.16		117,249			$	11.48

~~The weighted average exercise prices for options granted, and exercisable, and~~Performance Incentive Stock Option Plan

Activity of the ~~weighted average remaining contractual life for~~performance incentive stock option plan:

All the performance incentive stock options outstanding as of March 31, ~~2020, were as follows:~~

~~Common stock grants~~ — ~~A summary of non-vested shares as of and for the three months ended March 31, 2020 and 2019 is presented below:~~

Common stock grants — During the three months ended March 31, 2020, the Company issued a total of 4,185 shares of restricted common stock to employees. 2,000 shares will vest in equal tranches on the first, second, and third anniversaries of grant date, 1,000 shares will cliff vest on the first anniversary of employee’s hire date, 685 shares will cliff vest on the third anniversary of employee’s hire date, and the remaining 500 shares will cliff vest on the six month anniversary of the employee’s hire date. The shares granted in 2020 were average fair valued at $18.63 per share. The fair value was determined by using the publicly traded share price at market close as of the date of grant. The Company will recognize as expense the value of restricted shares over the respective required service period.

During the three months ended March 31, 2019, the Company issued a total of 290,679 shares of restricted common stock to employees. The shares will cliff vest after three years of service. The shares granted in 2019 were average fair valued at $17.34 per share. The fair value was determined by using the publicly traded share price at market close as of the date of grant. The Company will recognize as expense the value of restricted shares over the required service period.

As of March 31, 2020, the Company had approximately $4,555 of unamortized stock-based compensation related to unvested restricted shares. This amount will be recognized over the weighted-average period of 1.5 years. This projected expense will change if any restricted shares are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures.

~~Performance-Based Shares~~—~~A summary of non-vested performance-based shares as of and for the three months ended March 31, 2020 and 2019, respectively is presented below:~~

~~Performance-Based Shares — During the three months ended March 31, 2020, the Company did not issue performance-based shares to employees.~~

As of March 31, 2020, the Company has concluded that the performance measure based on EBIT and net sales for the performance based shares granted in February and April of 2017, when compared to the peer group, were met at 200% of targeted performance and all related additional expenses were recorded as of March 31, 2020. The performance shares based on market price were met at 50% and 125% for February and April 2017, respectively, however, the market condition is reflected in the grant date fair value valuation and no additional expenses were recognized as of March 31, 2020. As a result, 76,445 additional shares were earned since the Company achieved performance targets when compared to the peer group.

~~During the three months ended March 31, 2019, the Company issued a total of 137,557 performance-based shares to employees.~~ ~~The shares granted during the first quarter of 2019~~2021 have an ~~average fair value~~exercise price per share of $16.47. The fair value was determined by using the publicly traded share price at market close as of the date of grant and Monte Carlo valuation method. The Company will recognize as expense the value of the performance-based shares over the required service period from grant date. The shares will cliff vest on March 28, 2022 with a measurement period commencing January 1, 2019 and ending December 31, 2021. Eighty percent of these performance-based shares are based upon the financial performance of the Company, specifically, an earnings before income tax (“EBIT”) goal weighted at 50%$11.49 and a ~~net sales goal weighted at 30%. The~~ remaining ~~20%~~life of performance-based shares are based upon AVD stock price appreciation over the same performance measurement period. The EBIT and net sales goals measure the relative growth of the Company’s EBIT and net sales for the performance measurement period, as compared to the median growth of EBIT and net sales for an identified peer group. The stockholder return goal measures the relative growth of the fair market value of the Company’s stock price over the performance measurement period, as compared to that of the Russell 2000 Index and the median fair market value of the common stock of the comparator companies, identified in the Company’s 2018 Proxy Statement. All parts of these awards vest in three years but are subject to reduction to a minimum (or even zero) for recording less than the targeted performance and to increase to a maximum of 200% for achieving in excess of the targeted performance.45 months.

As of March 31, 2019, performance-based shares related to EBIT and net sales have an average fair value of $17.34 per share. The fair value was determined by using the publicly traded share price at market close as of the date of grant. The performance-based shares related to the Company’s stock price have an average fair value of $13.01 per share. The fair value was determined by using the Monte Carlo valuation method. For awards with performance conditions, the Company recognizes share-based compensation cost on a straight-line basis for each performance criteria over the implied service period.

As of March 31, 2020, the Company had approximately $2,288 of unamortized stock-based compensation expense related to unvested performance-based shares. This amount will be recognized over the weighted-average period of 1.7 years. This projected expense will change if any performance-based shares are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures.

Performance Incentive Stock Options—During the three months ended March 31, 2020 and 2019, the Company did not grant any employees performance incentive stock options to acquire shares of common stock.

~~Information relating to stock options as of March 31, 2020 summarized by exercise price is as follows:~~

~~The weighted average exercise prices of options granted and exercisable and the weighted average remaining contractual life for options outstanding as of March 31, 2020 are as follows:~~

14. Legal ~~Proceedings—~~Proceedings — During the reporting period, there have been no material developments in legal proceedings that were reported in the Company’s Form 10-K for the year ended December 31, ~~2019,~~2020, except as described below.

EPA FIFRA/RCRA Matter. On November 10, 2016, the Company was served with a grand jury subpoena ~~out of~~from the ~~U.S. District Court~~United States Attorney’s Office for the Southern District of Alabama, ~~in which~~seeking documents regarding the ~~U.S. Department~~importation, transportation, and management of ~~Justice (“DoJ”) sought production of documents relating to the Company’s reimportation of depleted Thimet containers from Canada and Australia.~~a specific pesticide. The Company retained defense counsel to assist in responding to the subpoena and otherwise defending the Company’s interests. ~~Over~~AMVAC is cooperating in the ~~course~~investigation.

Since April 2018, the Department of Justice (“DOJ”) has conducted several interviews of AMVAC employees and issued supplemental document requests in connection with the ~~past three years, government attorneys have interviewed several individuals who may be knowledgeable of the matter~~investigation. In November 2020, DOJ issued a second grand jury subpoena seeking records and ~~have sought and received documents from the Company. At this stage, DoJ has not made clear its intentions~~related communications with regard to ~~either~~a submission made by the Company to the Environmental Protection Agency (“EPA”) in connection with a request to amend a pesticide’s registration. Soon thereafter, DOJ also identified the Company and one of its ~~theory~~non-executive employees as targets of the ~~case or potential criminal enforcement. Thus,~~government’s investigation. In January 2021, DOJ and EPA informed the Company that it is ~~too early to tell whether a loss is probable or reasonably estimable. Accordingly,~~investigating violations of two environmental statutes, the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) and the Resource Conservation and Recovery Act (“RCRA”), as well as obstruction of an agency proceeding and false statement statutes. DOJ also identified for the Company ~~has~~as well as for the individual target evidence that it contends supports alleged violations with respect to both the Company and the individual target. The Company is evaluating the legal and factual issues raised by the government and is engaged in discussions with DOJ regarding possible resolution.

The governmental agencies involved in this investigation have a range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of FIFRA, RCRA and other federal statutes including, but not limited to, injunctive relief, fines, penalties and modifications to business practices and compliance programs, including the appointment of a monitor. If violations are established, the amount of any fines or monetary penalties which could be assessed and the scope of possible non-monetary relief would depend on, among other factors, findings regarding the amount, timing, nature and scope of the violations, and the level of cooperation provided to the governmental authorities during the investigation. As a result, the Company cannot yet anticipate the timing or predict the ultimate resolution of this investigation, financial or otherwise, which could have a material adverse effect on our business prospects, operations, financial condition and cash flow. Accordingly, we have not recorded a loss contingency onfor this matter.

In a matter arising from similar facts, the United States Environmental Protection Agency (“USEPA”) Region 5 contacted the Company’s legal representatives in November 2019 to commence discussions on the resolution of potential civil enforcement claims that could be brought against the Company arising from its reimportation of depleted Thimet containers and the disposition of the contents of such containers in 2015. After negotiation, the Company and USEPA entered into a consent agreement and final order (“CAFO”), including payment of a civil penalty in an amount that is not material to the Company’s financial performance. The CAFO was finalized and filed with the Regional Hearing Clerk of USEPA Region 5 on February 3, 2020.

~~In June 2016, the FASB issued ASU 2016-13 "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~" which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model, which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The Company adopted ASU 2016-13 effective January 1, 2020. The adoption of this standard did not result in any material adjustments to the Company’s condensed consolidated financial statements.

~~In August 2018, the FASB issued ASU 2018-13~~ ~~“Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement”,~~ ~~which modifies the disclosure requirements on fair value measurements, including the consideration of costs and benefits.~~ ~~The Company adopted ASU 2018-13 effective January 1, 2020. The adoption of this standard did not result in any material adjustments to the Company’s condensed consolidated financial statements.~~

~~In August 2018, the FASB issued ASU 2018-15~~ ~~“Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”~~. ASU 2018-15 requires that issuers follow the internal-use software guidance in Accounting Standards Codification (ASC) 350-40 to determine which costs to capitalize as assets or expense as incurred. The ASC 350-40 guidance requires that certain costs incurred during the application development stage be capitalized and other costs incurred during the preliminary project and post-implementation stages be expensed as they are incurred. ~~The Company adopted ASU 2018-15 effective January 1, 2020. The adoption of this standard did not result in any material adjustments to the Company’s condensed consolidated financial statements.~~

Adopted —In December 2019, the FASB issued ASU no. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” (“ASU No. 2019-12”). The amendment removes certain exceptions to the general income tax accounting methodology including an exception for the recognition of a deferred tax liability when a foreign subsidiary becomes an equity method investment and an exception for interim periods showing operating losses in excess of anticipated operating losses for the year. The amendment also reduces the complexity surrounding franchise tax recognition; the step up in the tax basis of goodwill in conjunction with business combinations; and the accounting for the effect of changes in tax laws enacted during interim periods. The amendments in this update are effective for the Company for fiscal years beginning after December 15, 2020, including interim periods within those years with early adoption permitted. The Company ~~is evaluating~~adopted ASU No. 2019-12 effective January 1, 2021.The adoption of this standard did not result in any material adjustments to the ~~effect of adopting this new accounting guidance but does not expect adoption will have a material impact on the~~ Company’s condensed consolidated financial statements.

16. Fair Value of Financial ~~Instruments—~~Instruments — The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard established a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:

The carrying amount of the Company’s financial instruments, which principally include cash and cash equivalents, short-term investments, accounts receivable, long-term investments, accounts payable and accrued expenses, approximates fair value because of the relatively short maturity of such instruments. The carrying amount of the Company’s short-term and long-term borrowings, which are considered Level 2 liabilities, approximates fair value based upon current rates and terms available to the Company for similar debt.

~~We measure our~~The Company measures its contingent earn-out liabilities in connection with business acquisitions at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. WeThe Company may use various valuation techniques depending on the terms and conditions of the contingent consideration including a Monte-Carlo simulation. This simulation uses probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. The following table illustrates the Company’s contingent consideration movements related to its business acquisitions:

The current portion of the contingent consideration in the amount of $750 is included in current installments of other liabilities and the long-term portion in the amount of $1,455 is included in other ~~liabilities.~~liabilities on the condensed consolidated balance sheets.

17. Accumulated Other Comprehensive Loss—The following table lists the beginning balance, ~~annual~~quarterly activity and ending balance of accumulated other comprehensive loss, which consists of foreign currency translation adjustments:

	Total			Total
Balance, December 31, 2020				$	(9,322	)
FX translation					(2,503	)
Balance, March 31, 2021				$	(11,825	)
Balance, December 31, 2019	$	(5,698	)	$	(5,698	)
FX translation		(9,063	)		(9,063	)
Balance, March 31, 2020	$	(14,761	)	$	(14,761	)

Balance, December 31, 2018	$	(4,507	)
FX translation		(1,769	)
Balance, March 31, 2019	$	(6,276	)

18. Equity Method Investment—On August 2, 2016, AMVAC BV entered into a joint venture with Huifeng (Hong Kong) Ltd, which is a wholly owned subsidiary of the Huifeng Group. The resulting entity, Hong Kong JV, is intended to focus on activities such as market access and technology transfer between the two members. AMVAC BV is a 50% owner of the entity. No material contributions were made subsequent to the initial investment. On June 27, 2017, both ~~Amvac Netherlands~~AMVAC BV and Huifeng ~~Agrochemical Company, Ltd (“Huifeng”)~~(Hong Kong) Ltd. made individual capital contributions of $950 to the ~~Huifeng Amvac Innovation Co. Ltd (“~~Hong Kong ~~Joint Venture”). As of March 31, 2020, the Company’s ownership position in the Hong Kong Joint Venture was 50%.~~JV. The Company utilizes the equity method of accounting with respect to this investment. On July 7, 2017, the Hong Kong ~~Joint Venture~~JV purchased the shares of Profeng Australia, Pty Ltd.(“Profeng”), for a total consideration of $1,900. The purchase consists of Profeng Australia, Pty Ltd Trustee and Profeng Australia Unit Trust. Both Trust and Trustee were previously owned by Huifeng ~~via~~(via its wholly owned subsidiary ~~Shanghai Biological Focus center.~~ Huifeng (Hong Kong) Ltd).

For the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the Company recognized losses of $13 ~~and $24, respectively,~~in each period, as a result of the Company’s ownership position in the Hong Kong Joint Venture. The Company’s investment in this joint venture amounted to ~~$500~~$375 and ~~$698,~~$500, respectively at March 31, 2021 and 2020 and ~~2019.~~are included in other assets.

19. Equity Investments—In February 2016, AMVAC Netherlands BV made an investment in Biological Products for Agriculture (“Bi-PA”). Bi-PA develops biological plant protection products that can be used for the control of pests and disease of agricultural crops. As of March 31, ~~2020,~~2021, the Company’s ownership position in Bi-PA was 15%. ~~The~~Since this investment does not have readily determinable fair value, the Company ~~adopted the provisions of ASU 2016-01 on January 1, 2018 and~~ has elected to measure ~~its~~the investment at cost ~~method investment without a readily determinable fair value at its cost minus~~less impairment, if any, ~~plus~~and also records an increase or ~~minus~~decrease for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of Bi-PA. The Company periodically reviews the ~~same issuer.~~investment for possible impairment. There ~~were no~~was 0 impairment or observable price changes inon the ~~quarters~~investment during the three months ended March 31, 2021 and 2020.

On April 1, 2020, AMVAC purchased 6.25 million shares, an ownership of approximately 8%, of common stock of Clean Seed Capital Group Ltd. (TSX Venture Exchange: “CSX”) for $1,190. The shares are publicly traded, have a readily determinable fair value, and ~~2019. There was no impairment on~~are considered a Level 1 investment. The fair value of the ~~investment~~stock amounted to $2,973 as of March 31, ~~2020~~2021, and ~~2019. The investment is not material and is~~the Company recorded ~~within other assets on~~a gain in the ~~condensed consolidated balance sheets.~~ amount of $1,066 for the three-month period ended March 31, 2021.

~~19.~~ 20. Income Taxes—Income tax expense was $1,362 for the three months ended March 31, 2021, as compared to income tax benefit ~~was~~of $205 for the three months ended March 31, ~~2020, as compared to income tax expense of $1,360 for the three months ended March 31, 2019.~~2020. The ~~annual~~ effective tax rate for the three months ended March 31, ~~2020~~2021 was ~~31.0%. That rate~~30.6%, and is ~~the Company’s estimated rate for 2020~~ based on the rates in the territories ~~that~~in which the Company operates. The rate has ~~increased~~decreased compared to prior years reflecting ~~global changes~~mix of income in ~~tax laws.~~different jurisdictions. The effective tax rate is based on the projected income for the full year and is subject to ongoing review and adjustment by management.

For the three months ended March 31, 2020 the effective rate was 31.0%. In addition, during that period, the Company benefited from two discrete income tax benefits. First, the Company assessed its income tax positions to account for the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) which was signed into law on March 27, 2020. A provision of the act modified the amount of interest deduction allowed and therefore reduced the Company’s 2019 Global Intangible Low Tax Income (“GILTI”) inclusion. Second, the Company benefited from the tax impact of the vesting of certain stock grants.

~~For~~ These benefits did not recur in the ~~three months ended March 31, 2019 the effective rate was 25.7%. In 2019 the Company gained from the discrete benefit~~same period of the ~~vesting of stock grants.~~current year.

The ~~Company has been notified by the~~ Florida Department of Revenue ofhas completed its ~~intent to examine~~audit of the Company’s state income tax returns for the years ended December 31, 2012 through December 31, 2013 and December 31, 2015 through December 31, 2018. No adjustments have been proposed for these periods. The Company has also been notified by the Mississippi Department of Revenue of its intent to examine the Company’s state income tax returns for the years ended December 31, ~~2015~~2016 through December 31, ~~2017. Currently the results~~2018. The result of ~~these audits are~~Mississippi’s audit is not determinable since the ~~audits are presently in the initial phases.~~audit is at its preliminary stage.

~~20. Share Repurchase Program~~—On November 5, 2018, pursuant to a Board of Directors resolution, the Company announced its intention to repurchase an aggregate amount of shares with a total purchase price not to exceed $20,000 of its common stock, par value $0.10 per share, in the open market, depending upon market conditions over the short to mid-term. The Shares Repurchase Program expired on March 8, 2019. During January 2019, the Company purchased 158,048 shares for a total of $2,604 at an average price of $16.48 per share. There were no such purchases during the three months ended March 31, 2020.

21. ~~Business Acquisitions –~~ Product and Business Acquisitions – —The Company did not complete any acquisitions during the three months ended March 31, 2021 and 2020.

During the year ended December 31, ~~2019,~~2020, the Company completed ~~three~~2 acquisitions in exchange for a total cash consideration at closing of ~~$37,972,~~$19,342, which was net of cash acquired of ~~$981~~$1,970, and ~~deferred~~contingent consideration of ~~$3,051.~~$2,007, and the settlement of a net asset adjustment of $623. In addition, the Company assumed liabilities of ~~$19,867~~$10,288 and ~~capitalized costs of $14 incurred~~recognized a bargain purchase gain in the ~~asset acquisition process.~~amount of $4,624. The total asset value of ~~$60,904~~$36,884 was preliminarily allocated as follows: product rights ~~$13,279,~~$6,645, trade names ~~$5,452,~~$1,195, customer relationships ~~$5,705,~~$632, goodwill ~~$22,652,~~$8,672, working capital and fixed assets ~~$10,432,~~$19,740. During the three months ended March 31, 2021, the Company recorded an adjustment to reduce the bargain purchase gain by the amount of $33, with a corresponding adjustment to working capital.

The purchase price allocation for both acquisitions is preliminary with respect to the valuation of contingent consideration, intangibles, property, plant and ~~indemnification assets $3,384.~~equipment, income taxes and certain other working capital items as the Company is still in the process of gathering additional information and the determination of the respective fair values.

On ~~January 10, 2019,~~October 2, 2020, the Company completed the acquisition of all outstanding stock of the ~~outstanding shares of stock of two affiliated businesses, Defensive and Agrovant, which are located in Jaboticabal~~Agrinos Group Companies (Agrinos), except for Agrinos AS. Agrinos has operating entities in the ~~state of Sao Paul, Brazil.~~U.S., Mexico, India, Brazil, China, Ukraine, and Spain. Agrinos is a fully integrated biological input supplier with proprietary technology, internal manufacturing, and global distribution capabilities. At closing, the Company paid cash consideration of ~~$20,679,~~$3,125, which was net of cash acquired of ~~$981, deferred~~$1,813, and liabilities assumed of $4,963, including liabilities of $595 related to income tax matters. The acquisition was accounted for as a business combination and resulted in a preliminary bargain purchase gain of $4,624 (including a reduction of $33 recorded during the three months ended March 31, 2021). The total asset value of $12,712 has been preliminarily allocated as follows: working capital $7,458 (including trade receivables of $2,358), property, plant and equipment of $5,004, and intangible assets of $250. Agrinos was acquired out of bankruptcy. This provided the Company with an opportunity to acquire Agrinos at an advantageous purchase price which was below the preliminary fair value of Agrinos’ net assets acquired resulting in the above-mentioned bargain purchase gain.

On October 8, 2020, the Company completed the acquisition of all outstanding stock of AgNova Technologies Pty Ltd (“AgNova”). AgNova is an Australian entity that sources, develops, and distributes specialty crop protection and production solutions for agricultural and horticultural producers, and for selected non-crop users. At closing, the Company paid cash consideration of ~~$3,051 including~~$16,217, which was net of cash acquired of $157, contingent consideration dependent on certain financial results ~~for 2019,~~of $2,007, the settlement of a net asset adjustment of $623, and liabilities assumed of ~~$18,160,~~$5,325, including liabilities of ~~$9,111~~$2,529 related to income tax matters. ~~These companies were founded in 2000~~The fair value of the contingent consideration of $2,007 was estimated using an income approach and ~~are suppliers of crop protection products and micronutrients with focus on~~ the ~~fruit and vegetable markets~~maximum potential undiscounted payout is $2,811. The acquisition was accounted for as a business combination and the total asset value of ~~$41,890 was~~$24,172 has been preliminarily allocated as follows: product registrations and product rights $6,395, trade ~~name $1,010,~~names and trademarks $1,195, customer relationships ~~$5,705,~~and customer lists $632, goodwill ~~$22,652,~~$8,672, which is non-deductible for tax purposes, working capital $7,206, including trade receivables of $1,508, and ~~fixed~~equipment $73. The allocation of the excess purchase price over the preliminary estimated fair value of the net assets ~~$9,139~~acquired was provisional, pending completion of a valuation analysis. The provisional allocation to intangibles and ~~indemnification~~goodwill was based on the proportional allocation of excess purchase price to intangible assets ~~$3,384.~~and goodwill for a comparable acquisition transaction completed by the Company in a prior year for which the purchase accounting had been finalized. The ~~operating results~~final determination during the measurement period of the allocation of excess purchase price to the intangible assets and goodwill could differ significantly from the provisional estimates. There were 0 adjustments to the preliminary allocations of the total asset value during the three months ended March 31, 2021. The goodwill represents the synergies expected to be achieved from the combined operations of the acquired businesses are included in our consolidated statement of operations from the date of acquisition. The goodwill recognized is expected to be deductible for income tax purposes, subject to merging AMVAC do Brasil with Defensive and Agrovant.

On July 1, 2019, the Company completed a product acquisition for cash consideration in the amount of $7,293 and the assumption of a liability in the amount of $300. The acquisition was accounted for as an asset acquisition and the acquired assets consist of product rights $5,108, trade names $1,200, and inventory $1,293. Costs of $8 incurred in the asset acquisition process were capitalized.

On December 20, 2019, the Company completed a product acquisition for cash consideration in the amount of $10,000 and the assumption of a liability in the amount of $1,407. The acquisition was accounted for as an asset acquisition and the acquired assets consist of product rights $8,171 and trade names $3,242. Costs of $6 incurred in the asset acquisition process were capitalized.company.

22. Foreign Currency – — The Company incurred net foreign currency transaction losses in the amount of ~~$837~~$1,203 and ~~$259~~$837 during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively, included in operating expenses on the condensed consolidated financial statements.

23. Subsequent Event – On April 1, 2020, the Company entered into a Subscription Agreement pursuant to which it purchased 6.25 million shares, an ownership of approximately 8%, of common stock of Clean Seed Capital Group Ltd. (TSX Venture Exchange: “CSX”) for $2,500. As of the same date, AMVAC entered into a License Agreement with Clean Seed Agricultural Technologies Ltd., pursuant to which the latter granted the Company a worldwide, royalty-bearing, non-exclusive license to a suite of patents relating to a system for variable-ratio blending of multiple agricultural products, including an up-front royalty payment of $2,500 and an ongoing royalty based upon net sales of SIMPAS systems commencing January 1, 2021. Clean Seed develops, markets and sells planters featuring row-by-row variable rate technology that utilizes sophisticated electronic metering and intuitive software control.

The Company, from time-to-time, may discuss forward-looking statements including assumptions concerning the Company’s operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to a number of risks, uncertainties and other factors. In connection with the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statements identifying important factors which, among other things, could cause the 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; 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; 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 (the “SEC”). It is not possible to foresee or identify all such factors. For more detailed information, refer to Item 1A., Risk factors and Item 7A., Quantitative and Qualitative Disclosures about Market Risk, in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread across the world. To limit the spread of the contagion, governments have taken various actions to slow and otherwise control the spread of the pandemic, including the issuance of stay-at-home orders, social distancing guidelines and border restrictions. At its outset, the Company took swift action to understand, contain and mitigate the risks posed by this pandemic. Specifically, we formed the Pandemic Work Group with a mission to ensure the health and safety of the workforce while ensuring continuity of the business. In the workplace, we have designed and implemented protocols for social distancing, made provisions for the workforce to work remotely where possible, and established quarantine policies for those who present COVID-like symptom or may have been in touch with those who have. Further, the group keeps current with local, state, federal and international laws and restrictions that could affect the business; provides real-time information to the workforce; and draws from political commentary and news statements concrete directions on how best to continue operations. We have also prepared contingency plans to permit the continued operation of our factories, in the event that there are critical staffing issues due to attrition. In addition, in April 2020, we amended our credit facility to support future working capital needs (see note 10). Further, we continuously monitor supply chain, transport, logistics and border closures and have reached out to third parties to make clear that we are continuing to operate, that we have our own policies relating to health ~~(e.g., no third party visitors, no face-to-face meetings)~~ and are committed to compliance with COVID-19 policies of our business partners. Our CEO and the leader of the Pandemic Work Group is holding ~~weekly~~bi-weekly “state of the company” calls with the functional heads of our businesses across the globe to ensure that our information is shared in a timely manner and that our direction is clear.

It is important to understand that under applicable federal guidelines (at https://www.cisa.gov), the Company is part of the nation’s “critical infrastructure” and falls within three of the 16 sectors that are specially permitted to operate: “Food and Agriculture” sector (engaged in “the production of chemicals and other substances used by the food and agriculture industry, including pesticides, herbicides etc.”), the “Chemical” sector ~~(supporting~~(“supporting the operation . . . of facilities (particularly those with high risk chemicals . . . whose work cannot be done remotely and requires the presence of highly trained personnel to ensure safe operations”) and the “Public Works and Infrastructure Support Services” sector (in support of exterminators, landscapers and others who provide services to residences and businesses). In issuing guidance on Coronavirus, former President Trump said, “If you work in a critical infrastructure industry, as defined by the Department of Homeland Security, such as healthcare services and pharmaceutical and food supply, you have a special responsibility to maintain your normal work schedule ~~[emphasis~~[emphasis added].” We have found that state COVID-19 orders and, indeed, even those of countries in which the outbreak has been most pronounced (e.g., Italy), have consistently excepted food supply as an area essential to the survival of its populations and, as such, had given special permission to companies, such as ours, to continue to operate during the pandemic.

In keeping with our charge to operate as an essential business and by virtue of our efforts to contain and mitigate the risks posed by the pandemic, we have been able to manage our business with minimal impact during the reporting period.

~~The~~While the first quarter of 2020 marked the start of a global pandemic that continued throughout the year, the first quarter of 2021 marked a favorable inflection point domestically with lower pandemic curves, ample supply of vaccines and easing of social restrictions. Within this context, the Company’s overall operating results for the first three months of ~~2020 declined~~2021 improved considerably (both domestically and abroad), as compared with those of the same period of ~~2019.~~2020. Net sales ~~were down about 4%~~increased by 21 % ($95,962 compared to $99,676) and gross profit was down 8% ($38,381 v. $41,702). Gross margin declined to 40% from 42% of net sales, and operating expenses rose by approximately 5% ($36,545 v. $34,800). Net income ended at $520,116,155 as compared to ~~$3,906~~$95,962) and net income increased by a factor of six (to $3,071 from $520).

On a consolidated basis, domestic sales rose 18% and international sales increased 27%, resulting in an overall net sales improvement of about 21%. The domestic net sales include an increase in royalty and license fees from our Envance proprietary solutions business of approximately $3,000. Cost of sales increased by 23% or $13,443 due not only to increased sales but also to changes in mix related to both products and territories and factory performance (including the addition of two new factory operations acquired as part of the Agrinos group). Cost of sales were 61% of sales in 2021, as compared to 60% for the same period of ~~2019.~~

On2020. These factors, taken together, yielded a ~~consolidated basis, with domestic sales at or near flat and international sales down by about 9%~~18% increase in gross profit (to $45,131 from $38,381 in the comparable quarter of 2020), ~~overall net sales were down by about 4% (or $3,714). While cost of sales were flat~~while average gross margin percent declined to 39% from 40% quarter-over-quarter. Operating expenses on an absolute basis increased by about 13%, as compared to the comparable quarter (to $41,444 from $36,545), largely due to the expanded scope of the Company’s global footprint following the acquisition of Agrinos biological products and the AgNova business in Australia. However, operating expenses as a percent of net sales ~~they rose~~dropped to 35% from ~~58% to 60%. These factors, taken together, yielded a decline in gross profit~~38% for the quarter indicating greater economies of ~~about $3,321. In~~scale for the first quarter of 2020 operating expenses increased by about $1,746, due largely to unfavorable foreign currency transaction effects (mainly from Brazil and partially offset by Mexico), and the fact that the Company was able to record a gain from accounting for deferred purchase price consideration in first quarter of 2019 that was not repeated in 2020. Consequently, operatingperiod. Operating income for the period ~~decreased~~doubled (to $3,654 from $1,836), driven by ~~approximately $5,000. After slightly~~the strong sales increase. The Company recorded significantly lower interest ~~rates and~~expense during the quarter as a ~~higher; overall effective tax rate (offset~~result of working capital management in part driven by strong support from some of our biggest customers participating in early pay programs. These factors, coupled with a beneficial ~~discrete items),~~fair-value adjustment of an equity investment, yielded net income for the period ~~declined~~of $3,071, a six-fold increase compared to ~~$520.~~$520 in the first quarter of 2020. Details on our financial performance are set forth below.

	For the three months ended March 31,												For the three months ended March 31,
	2020			2019			Change			% Change			2021			2020			Change			% Change
Net sales:
US crop	$	50,362		$	50,270		$	92			0	%	$	54,755		$	50,362		$	4,393			9	%
US non-crop		10,993			11,267			(274	)		-2	%		17,453			10,993			6,460			59	%
Total US		61,355			61,537			(182	)		0	%		72,208			61,355			10,853			18	%
International		34,607			38,139			(3,532	)		-9	%		43,947			34,607			9,340			27	%
Total net sales:	$	95,962		$	99,676		$	(3,714	)		-4	%	$	116,155		$	95,962		$	20,193			21	%
Cost of sales:
US crop	$	26,117		$	26,448		$	(331	)		-1	%	$	33,484		$	26,117		$	7,367			28	%
US non-crop		6,274			5,421			853			16	%		8,070			6,274			1,796			29	%
Total US		32,391			31,869			522			2	%		41,554			32,391			9,163			28	%
International		25,190			26,105			(915	)		-4	%		29,470			25,190			4,280			17	%
Total cost of sales:	$	57,581		$	57,974		$	(393	)		-1	%	$	71,024		$	57,581		$	13,443			23	%
Gross profit:
US crop	$	24,245		$	23,822		$	423			2	%	$	21,271		$	24,245		$	(2,974	)		-12	%
US non-crop		4,719			5,846			(1,127	)		-19	%		9,383			4,719			4,664			99	%
Total US		28,964			29,668			(704	)		-2	%		30,654			28,964			1,690			6	%
International		9,417			12,034			(2,617	)		-22	%		14,477			9,417			5,060			54	%
Total gross profit:	$	38,381		$	41,702		$	(3,321	)		-8	%	$	45,131		$	38,381		$	6,750			18	%
Gross margin:
US crop		48	%		47	%								39	%		48	%
US non-crop		43	%		52	%								54	%		43	%
Total US		47	%		48	%								42	%		47	%
International		27	%		32	%								33	%		27	%
Gross margin:		40	%		42	%								39	%		40	%

Our domestic crop business recorded net sales that were about ~~equivalent to~~9% higher than those of the first quarter ~~2019~~2020 ($~~50,362 v. $50,270)~~54,755 as compared to $50,362). When viewed by type of product and crop, sales were mixed. ~~Further, in general, during~~During the first quarter, we saw ~~a very careful~~an improved procurement pattern in the domestic market, as ~~low~~rising crop commodity prices ~~and concerns about near-term demand from Asia~~ caused growers and retailers to ~~purchase~~increase their purchases

of crop protection inputs at a very cautious and deliberate pace. Soil fumigants posted a strong performance as drier weather conditions in California and the Pacific Northwest facilitated more widespread product application than had been the case in the first quarter of 2019. With respect toinputs. Among our corn products, ~~net~~ sales of our ~~corn~~Impact® herbicide brands increased sharply, while those of our granular soil insecticides, including Aztec®, SmartChoice®, Force®, Thimet ® and ~~Force®~~Counter®, were ~~flat during~~up 8% as compared to the ~~quarter, while our Impact® herbicide, which continues to exhibit strong brand value, generated increased sales.~~prior year. Soybean products, such as Scepter® and our ~~recently acquired~~ post-emergent products ~~(e.g.,~~ Hornet® and Python®~~), added a strong upside,~~ recorded higher sales, as compared to the same quarter in ~~2019.~~2020. By contrast, ~~with a 10 percent drop in planted cotton acres (relating to lower commodity prices),~~ we experienced a drop in net sales of Bidrin® due to carryover of inventory from last season when weather was dry and ~~bifenthrin products. We also saw~~insect pressure was low. Further, soil fumigants posted a ~~decrease~~somewhat softer performance than the prior year due primarily to water allocation restrictions in ~~sales of our NAA plant growth regulator which is used primarily on tree nuts and pome fruits; this decrease arose in large part from timing of orders by certain of our larger customers.~~California.

Cost of sales within the domestic crop business ~~were flat~~increased significantly both as a result of the increased volumes just discussed, and as a result of both a mix change and lower factory output, as compared to the first quarter of ~~2019, while~~2020. This generated a reduction of 12% in gross profit ~~rose by about 1%~~ (from ~~$23,822~~$24,245 in the first quarter of 2020 to ~~$24,245)~~$21,271 this year). ~~This improvement rose from increased sales of higher margin products, such as soil fumigants and soybean herbicides.~~

Our domestic non-crop business ~~showed decreased~~ increased net sales ~~(down about 2% to $10,993~~by 59% (to $17,453 from ~~$11,267)~~$10,993) quarter-over-quarter. In this category, our Dibrom® mosquito adulticide and our pest strips business sales ~~declined,~~both grew, influenced by timing shifts in customer procurement. ~~In addition,~~Royalty and license fees for our Envance ~~essential oil technology were reduced~~proprietary solutions increased by approximately $3,000, as compared to the first quarter of last ~~year;~~year. In addition, we ~~expect to recognize additional royalties during the later quarters of 2020. Offsetting these declines, we~~ recorded ~~sales under a new cost recovery tolling contract and~~ improved net sales from our nursery and ornamental business, as demand for homeowner garden and landscape products in big box stores ~~remained strong in spite~~recovered following the lifting of pandemic-related stay-at-home restrictions at ~~retail~~certain locations.

Cost of sales within the domestic non-crop business rose by about ~~16%~~21% (from ~~$5,421~~$6,274 to ~~$6,274)~~$8,070) quarter-over-quarter. This increase was ~~entirely due to a supply agreement with a third party for certain newly acquired products that we are planning to produce internally~~volume driven. As indicated in the ~~future. Gross~~table, our costs increased at a slower rate than sales primarily because of the strong performance on royalty and license fees of the Envance technology business. As a result of these dynamics, gross profit for domestic non-crop ~~decreased~~increased by ~~19%~~99% (from ~~$5,846 in 2019 to~~ $4,719 in ~~2020) due primarily~~2020 to ~~lower license fees~~$9,383 in ~~our natural oil business.~~2021).

Net sales of our international businesses ~~were down~~ rose by about 9%27% during the period ($34,607 in 2020 ~~v. $38,139~~to $43,947 in ~~2019)~~2021). Several factors contributed to this result. ~~In Europe,~~The addition of sales offrom our Mocap® insecticide dropped sharply in connection with the phase-out of that product following the cancellation of its registration in the EU. Sales performance was flat in Central America with stronger results from a rotation in the use ofrecently acquired AgNova business, an established crop protection business, effectively increased our ~~nematicides in pineapple plantations, offset~~Australian sales by ~~consolidation by certain suppliers in that region and logistical difficulties arising from the pandemic in both Honduras and Panama.~~seven times quarter over quarter. Mexico posted strongly improved sales with increased demand for granular insecticides, herbicides, and ~~bromacil herbicides, coupled with higher~~ soil ~~fumigant sales~~fumigants for use on high-value vegetable crops. In Brazil, net sales ~~declined by about 20% due to lower disease pressure~~increased significantly despite delays in ~~soybeans (thus reducing demand for our fungicide products), portfolio streamlining (to optimize our sales resources) and delays in~~customer procurement arising from economic ~~uncertainty. The performances of our Brazilian~~uncertainty and ~~Mexican businesses were further affected~~continued widespread COVID-19 limitations. Partially offsetting these gains, sales performance was slightly lower in Central America due to consolidation by ~~a devaluation~~certain AgriCenter suppliers, logistical difficulties arising from the pandemic and hurricane activity in the Brazilian Real and the Mexican Peso. The average exchange rate of the Brazilian Real and the Mexican Peso decreased by approximately 15% and 3% for the period ended March 31, 2020 compared to the same period in the prior year.Honduras.

Cost of sales in our international business ~~decreased~~increased by 4%17% (from ~~$26,105 in 2019 to~~ $25,190 in ~~2020)~~2020 to $29,470 in 2021), primarily driven by ~~mix~~the addition of AgNova and ~~currency changes.~~by the strong growth of our other businesses in North and Central America. Gross profit for the international businesses ~~dropped~~increased by about ~~22%~~54% (from ~~$12,034 in 2019 to~~ $9,417 in 2020). This decrease arose from several factors. Sales of certain high margin products, including Mocap (as mentioned above), Impact and pest strips, decreased. In addition, while sales of our Assure II® products into Canada increased, the cost of goods rose significantly. Further, we experienced higher sales of low-margin products from our business2020 to $14,477 in ~~Australia.~~2021).

On a consolidated basis, gross profit for the first quarter of ~~2020 decreased~~2021 increased by 8%18% (from ~~$41,702 in 2019 to~~ $38,381 in ~~2020)~~2020 to $45,131 in 2021). The change in volume and mix, described above, had the impact of increasing absolute gross profit by 18% and reducing gross margin percentage by approximately ~~2% and included a balanced factory performance quarter-over-quarter. Overall~~1%. As mentioned above, overall gross margin percentage ended at ~~40%~~39% in the first quarter of ~~2020,~~2021, as compared to ~~42%~~40% in the first quarter of the prior year.

Operating expenses increased by ~~$1,745~~$4,899 or 5%13% to ~~$36,545~~$41,444 for the three months ended March 31, ~~2020,~~2021, as compared to the same period in ~~2019.~~2020. The differences in operating expenses by department are as follows:

	2020		2019		Change			% Change			2021		2020		Change		% Change
Selling	$	10,474	$	11,038	$	(564	)		-5	%	$	11,133	$	10,474	$	659		6	%
General and administrative		12,504		11,180		1,324			12	%		15,848		12,504		3,344		27	%
Research, product development and regulatory		6,154		5,683		471			8	%		6,616		6,154		462		8	%
Freight, delivery and warehousing		7,413		6,899		514			7	%		7,847		7,413		434		6	%
	$	36,545	$	34,800	$	1,745			5	%	$	41,444	$	36,545	$	4,899		13	%

~~Research, product development costs and regulatory expenses increased by $471 to end at $6,154 for~~On April 1, 2020, the Company made a strategic investment in Clean Seed Inc., in the amount of $1,190. During the three months ended March 31, ~~2020, as compared to~~2021, the ~~same period~~Company recorded positive fair value adjustments in the amount of ~~2019. The main drivers were increases in our product defense and product development costs relating to the commercialization of our SIMPAS delivery system.~~$1,066.

Interest costs net of capitalized interest were ~~$1,508~~$946 in the first three months of ~~2020,~~2021, as compared to ~~$1,612~~$1,508 in the same period of ~~2019.~~2020. Interest costs are summarized in the following table:

	Q1 2020								Q1 2019								Q1 2021								Q1 2020
	Average Debt		Interest Expense			Interest Rate			Average Debt		Interest Expense			Interest Rate			Average Debt		Interest Expense			Interest Rate			Average Debt		Interest Expense			Interest Rate
Revolving line of credit (average)	$	165,076	$	1,496			3.6	%	$	143,144	$	1,576			4.4	%	$	125,299	$	860			2.7	%	$	165,076	$	1,496			3.6	%
Amortization of deferred loan fees		—		59			—			—		50			—			—		80			—			—		59			—
Amortization of other deferred liabilities		—		3			—			—		—			—			—		18			—			—		3			—
Other interest (income) expense		—		30			—			—		13			—			—		48			—			—		30			—
Subtotal	$	165,076	$	1,588			3.8	%	$	143,144	$	1,639			4.6	%	$	125,299	$	1,006			3.2	%	$	165,076	$	1,588			3.8	%
Capitalized interest		—		(80	)		—			—		(27	)		—			—		(60	)		—			—		(80	)		—
Total	$	165,076	$	1,508			3.7	%	$	143,144	$	1,612			4.5	%	$	125,299	$	946			3.0	%	$	165,076	$	1,508			3.7	%

The Company’s average overall debt for the three months ended March 31, ~~2020~~2021 was ~~$165,076,~~$125,299, as compared to ~~$143,144~~$165,076 for the three months ended March 31, ~~2019.~~2020. Our borrowings in the three months ended March 31, 2021 were lower mainly due to the increased participation from our biggest customers in our 2020 ~~were higher than the same period of the prior year primarily driven~~year-end early pay program, partially offset by the acquisition activity over the last 12 months and the associated investment in expanded working capital. As can be seen from the table above, our effective bank interest rate on our revolving line of credit was ~~3.6%~~2.7% for the three months ended March 31, ~~2020,~~2021, as compared to ~~4.4%~~3.6% in ~~2019.~~

Income tax expense ~~decreased~~increased by ~~$1,565~~$1,567 to ~~end at a benefit of $205~~$1,362 for the three months ended March 31, ~~2020,~~2021, as compared to income tax ~~expense~~benefit of ~~$1,360~~$205 for the comparable period in ~~2019.~~2020. The underlying effective tax rate for the three months ended March 31, 2021 and 2020 was 30.6% and 31.0%. ~~In addition, during~~, respectively. During the ~~quarter,~~three months ended March 31, 2020, the Company benefited from two discrete income tax benefits. First, the Company assessed its income tax positions to account for the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) which was signed into law on March 27, 2020. A provision of the act modified the amount of interest deduction allowed and therefore reduced the Company’s 2019 Global Intangible Low Tax Income (“GILTI”) inclusion. Second, the Company benefited from the tax impact of the vesting of certain stock grants. ~~During~~These benefits in the ~~three months ended March 31, 2019,~~prior year did not recur in the ~~Company effective tax rate was 25.7%.~~ current year. The effective tax rate for all interim periods is based on the projected income for the full year and is subject to ongoing review and adjustment by management.

During the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 we recognized a loss of $13 ~~and $24, respectively,~~in each period, on our investment in the Hong Kong joint venture which is a 50% owned equity investment.

Our overall net income for the first three months of ~~2020~~2021 was ~~$520~~$3,071 or ~~$0.02~~$0.10 per basic and diluted share, as compared to ~~$3,906~~$520 or ~~$0.13~~$0.02 per basic and diluted share in the same quarter of ~~2019.~~2020.

The Company used cash of ~~$13,946~~$32,600 in operating activities during the three months ended March 31, ~~2020,~~2021, as compared to ~~$20,263~~$14,069 during the three months ended March 31, ~~2019.~~2020. Included in the ~~$13,946~~$32,600 are net income of ~~$520,~~$3,221, plus non-cash depreciation, amortization of intangibles and other assets and discounted future liabilities, in the amount of ~~$5,792,~~$6,621, amortization of deferred loan fees of $81 and provision for bad debts in the amount of ~~$359.~~$682. Also included are stock-based compensation of ~~$1,357,~~$1,792, losses from equity method investment of $13, decrease in

deferred income taxes of ~~$910and net foreign currency~~$269, change in equity investment fair value of $1,066, forgiveness of a PPP loan of $672, and an adjustment to the bargain purchase gain of ~~$823.~~$33. These together provided net cash ~~inflows~~outflows of ~~$7,954,~~$10,436, as compared to ~~$10,027~~$7,131 for the same period of ~~2019.~~2020.

During the first three months of ~~2020,~~2021, the Company increased working capital by ~~$14,161,~~$38,589, as compared to ~~$28,358~~$14,161 during the same period of the prior year. Included in this change: inventories increased by ~~$16,446~~$9,615 (normal at this point in the season), as compared to ~~$23,763~~$16,446 for the first quarter of ~~2019.~~2020. Deferred revenue decreased by ~~$2,342,~~$11,293, as compared to ~~$16,036~~$2,342 in the same period of ~~2019,~~2020, driven by customer decisions regarding demand, payment timing and our cash incentive programs. Our accounts payable balances ~~decreased~~increased by ~~$189,~~$2,293, as compared to ~~$4,788~~$1,617 in the same period of ~~2019, reflecting slower production activity this year in efforts to control inventory level.~~2020. Accounts receivables increased by ~~$5,472,~~$30,422, as compared to ~~a decreased of $6,812~~$6,578 in the same period of ~~2019.~~2020. This is primarily driven by ~~territorial mix of~~increased group sales and ~~some slight delays caused by COVID-19 disruption in Central America.~~strong international growth. Prepaid expenses increased by ~~$776,~~$1,052, as compared to ~~$2,724~~$776 in the same period of ~~2019.~~2020. Income tax receivable ~~increased~~decreased by ~~$597,~~$638, as compared to ~~decreasing~~increasing by ~~$750~~$597 in the prior year. Accrued programs increased by ~~$6,016,~~$7,770, as compared to ~~$2,391~~$6,016 in the prior ~~year. The change reflected some changes~~year, which is normal at this point in ~~product mix and program strategies in US Agriculture market.~~the growing season. Finally, other payables and accrued expenses decreased by ~~$2,094,~~$1,187, as compared to ~~$2,508~~$2,094 in the prior ~~year as a result of the reduced incentive compensation accrual.~~year.

With regard to our program accrual, the increase (as noted above) primarily reflects our mix of sales and customers in the first quarter of ~~2020,~~2021, 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 quarter of ~~2020,~~2021, the Company made accruals for programs in the amount of ~~$17,189~~$18,815 and made payments in the amount of ~~$11,192.~~$11,060. During the first quarter of the prior year, the Company made accruals in the amount of ~~$14,902~~$17,189 and made payments in the amount of ~~$11,701.~~$11,192.

Cash used for investing activities was $2,904 for the three months ended March 31, 2021, as compared to $2,980 for the three months ended March 31, ~~2020, as compared to $27,615 for the three months ended March 31, 2019.~~2020. The Company spent ~~$2,980~~$2,904 on fixed assets acquisitions primarily focused on continuing to invest in manufacturing ~~infrastructure.~~infrastructure and $41 on patents for the Envance technology business.

During the three months ended March 31, ~~2020,~~2021, financing activities provided ~~$16,641, principally~~$32,853, from ~~the~~ borrowings on the Company’s senior credit facility, as compared to ~~$48,865~~$16,641 for the same period of the prior year. In the first quarter of ~~2020,~~2021, we paid dividends to stockholders amounting to ~~$582,~~$593, as compared to ~~$581~~$582 in the same period of ~~2019.~~2020.

The Company has a revolving line of credit shown as long-term debt in the condensed consolidated balance sheets at March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. The debt is summarized in the following table:

Long-term indebtedness	March 31, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Revolving line of credit	$	168,700		$	149,300		$	143,800		$	107,900
Deferred loan fees		(475	)		(534	)		(377	)		(458	)
Total indebtedness	$	168,225		$	148,766		$	143,423		$	107,442

At March 31, ~~2020,~~2021, the Company is compliant with all covenants to its Senior Credit Facility. Based on its performance against the most restrictive covenants in the Credit Agreement (see ~~supra~~Note 10), the Company had the capacity to increase its borrowings by up to ~~$39,552,~~$50,993, according to the terms thereof. This compares to an available borrowing capacity of ~~$56,707~~$86,736 as of December 31, 2020 and $39,552 as of March 31, ~~2019.~~2020. The level of borrowing capacity is driven by three factors: (1) our financial performance, as measured in EBITDA for both the trailing ~~twelve month~~twelve-month period and proforma basis arising from acquisitions, (2) net borrowings, (3) the leverage covenant (the Consolidated Funded Debt Ratio).

We believe that anticipated cash flow from operations, existing cash balances and available borrowings under our amended senior credit facility will be sufficient to provide us with liquidity necessary to fund our working capital and cash requirements for the next twelve months.

Please refer to Note 15 in the accompanying Notes to the Condensed Consolidated Financial Statements for recently issued and adopted accounting standards.

The Company continually re-assesses the critical accounting policies used in preparing its financial statements. In the Company’s Form 10-K filed with the SEC for the year ended December 31, ~~2019,~~2020, the Company provided a comprehensive statement

of critical accounting policies. These policies have been reviewed in detail as part of the preparation work for this Form 10-Q. After our review of these matters, we have determined that, during the subject reporting period, there has been no material change to the critical accounting policies that are listed in the Company’s Form 10-K for the year ended December 31, ~~2019.~~2020.

Certain of the Company’s policies require the application of judgment by management in selecting the appropriate assumptions for calculating financial estimates. These judgments are based on historical experience, terms of existing contracts, commonly accepted industry practices and other assumptions that the Company believes are reasonable under the circumstances. These estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period that revisions are determined to be necessary. Actual results may differ from these estimates under different outcomes or conditions.

The Company is exposed to market risk related to changes in interest rates, primarily from its borrowing activities. The Company’s indebtedness to its primary lender is evidenced by a line of credit with a variable rate of interest, which fluctuates with changes in the lender’s reference rate. For more information, please refer to the applicable disclosures in the Company’s Form 10-K filed with the SEC for the year ended December 31, ~~2019.~~2020.

The Company faces market risk to the extent that changes in foreign currency exchange rates affect our non-U.S. dollar functional currency as to foreign subsidiaries’ revenues, expenses, assets and liabilities. The Company currently does not engage in hedging activities with respect to such exchange rate risks.

Assets and liabilities outside the U.S. are located in regions where the Company has subsidiaries or joint ventures: Central America, South America, North America, Europe, Asia, and Australia. The Company’s investments in foreign subsidiaries and joint ventures with a functional currency other than the U.S. dollar are generally considered long-term. Accordingly, the Company does not hedge these net investments.

As of March 31, ~~2020,~~2021, the Company has a comprehensive set of disclosure controls and procedures designed to ensure that all information required to be disclosed in our filings under the Securities Exchange Act (1934) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of March 31, ~~2020,~~2021, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded, based on their evaluation, that the Company’s disclosure controls and procedures are effective to provide reasonable assurance of the achievement of the objectives described above.

There were no changes in the Company’s internal controls over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

The Company was not required to report any matters or changes for any items of Part II except as disclosed below.

Please refer to Note 14 in the accompanying Notes to the Condensed Consolidated Financial Statements for legal updates.

The Company continually re-assesses the business risks, and as part of that process detailed a range of risk factors in the disclosures in American Vanguard’s Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2020, filed on March ~~10, 2020.~~31, 2021. In preparing this document, we have reviewed all the risk factors included in that document and find that there are no material changes to those risk factors, except for the following:

The Covid-19 pandemic is creating risk, uncertainty and adverse conditions in many industries both here and abroad. The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business, including how the pandemic will impact its customers, business partners, and employees. While the Company did not incur significant disruptions from the COVID-19 pandemic during the three months ended March 31, ~~2020,~~2021, the Company is unable to predict the impact that the pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties. The extent to which the COVID-19 pandemic impacts the Company’s operations and those of its customers will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. There is no guarantee that the Company will be able to operate without material disruption for the duration of the pandemic or that its financial conditions and results of operations will not be materially adversely affected by the pandemic in future quarters.

The table below summarizes the number of shares of our common stock that were repurchased during the three months ended March 31, 2019 under the share repurchase program. The shares and respective amount are recorded as treasury shares on the Company’s condensed consolidated balance sheet. There were no similar purchases during the three months ended March 31, 2020.

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

Delaware	95-2588080
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)

4695 MacArthur Court, Newport Beach, California	92660
(Address of principal executive offices)	(Zip Code)

			Page Number
PART I—FINANCIAL INFORMATION			3

Item 1.	Financial Statements (unaudited)		3

	Condensed Consolidated Statements of Operations ~~for the three months ended March 31, 2020 and 2019~~		3

	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~for the three months ended March 31, 2020 and 2019~~		4

	Condensed Consolidated Balance Sheets ~~as of March 31, 2020 and December 31, 2019~~		5

	Condensed Consolidated Statements of Stockholders’ Equity ~~for the three months ended March 31, 2020 and 2019~~		6

	Condensed Consolidated Statements of Cash Flows ~~for the three months ended March 31, 2020 and 2019~~		7

	Notes to Condensed Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2119

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24

Item 4.	Controls and Procedures		24

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings		25

Item 1A.	Risks Factors		25

Item 6.	Exhibits		26

~~Item 4.~~SIGNATURES		~~Controls and Procedures~~		26

~~PART II—OTHER INFORMATION~~			27

~~Item 1.~~	~~Legal Proceedings~~		27

~~Item 1A.~~	~~Risks Factors~~		27

~~Item 2.~~	~~Purchases of Equity Securities by Issuer~~		27

~~Item 6.~~	~~Exhibits~~		28

~~SIGNATURES~~			29

	Incentive Stock Option Plans			Weighted Average Price Per Share
Balance outstanding, December 31, 2019		332,823		$	9.14
Options exercised		(15,836	)		8.83
Balance outstanding, March 31, 2020		316,987		$	9.16

	Three Months Ended March 31, 2021					Three Months Ended March 31, 2020
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Nonvested shares at December 31^st		391,771		$	16.26		345,432		$	16.92
Granted		—			—		—			—
Additional granted based on performance achievement		71,180			20.53		76,445			16.56
Vested		(175,087	)		19.78		(184,785	)		15.87
Forfeited		(505	)		19.26		(3,759	)		17.23
Nonvested shares at March 31^st		287,359		$	15.16		233,333		$	17.63

	Number of Shares			Weighted Average Price Per Share
Balance outstanding, December 31, 2020		123,087		$	11.48
Options exercised		(5,838	)		11.49
Balance outstanding, March 31, 2021		117,249		$	11.48

Large Accelerated Filer	☐	Accelerated Filer	☒
Non-Accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

	Stock-Based Compensation for the Three months Period		Unamortized Stock-Based Compensation as of March 31		Remaining Weighted Average Period (years)
March 31, 2021
Time-Based Restricted Stock	$	1,057	$	5,703		1.8
Unrestricted Stock		110		73		0.2
Performance-Based Restricted Stock		625		2,698		1.8
Total	$	1,792	$	8,474

March 31, 2020
Time-Based Restricted Stock	$	776	$	4,555		1.5
Unrestricted Stock		123		82		0.2
Performance-Based Restricted Stock		458		2,288		1.7
Total	$	1,357	$	6,925

	Stock-Based Compensation for the Three months ended		Unamortized Stock-Based Compensation		Remaining Weighted Average Period (years)
March 31, 2020
Restricted Stock	$	776	$	4,555		1.5
Unrestricted Stock		123		82		0.2
Performance-Based Restricted Stock		458		2,288		1.7
Total	$	1,357	$	6,925

March 31, 2019
Restricted Stock	$	688	$	9,238		2.4
Unrestricted Stock		96		64		0.2
Performance-Based Restricted Stock		701		4,524		2.4
Total	$	1,485	$	13,826

As of March 31, 2020	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Months)		Intrinsic Value (thousands)
Incentive Stock Option Plan:
Outstanding		316,987	$	9.16		28	$	1,681
Expected to Vest		316,987	$	9.16		28	$	1,681
Exercisable		316,987	$	9.16		28	$	1,681

	Three Months Ended March 31, 2020					Three Months Ended March 31, 2019
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Nonvested shares at December 31^st		719,845		$	17.67		587,210		$	17.59
Granted		4,185			18.63		290,679			17.34
Vested		(213,781	)		16.18		(105,582	)		15.21
Forfeited		(14,715	)		18.08		(6,589	)		17.69
Nonvested shares at March 31^st		495,534		$	18.31		765,718		$	17.77

	Incentive Stock Option Plans			Weighted Average Price Per Share		Exercisable Weighted Average Price Per Share
Balance outstanding, December 31, 2019		120,782		$	11.49	$	11.49
Options exercised		(3,035	)		11.49		11.49
Balance outstanding, March 31, 2020		117,747		$	11.49	$	11.49

As of March 31, 2020	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Months)		Intrinsic Value (thousands)
Performance Incentive Stock Option Plan:
Outstanding		117,747	$	11.49		57	$	350
Expected to Vest		117,747	$	11.49		57	$	350
Exercisable		117,747	$	11.49		57	$	350

	Three months ended March 31, 2020
Balance, December 31, 2019	$	1,243
Payments		(1,227	)
Foreign exchange effect		(16	)
Balance, March 31, 2020	$	—

	Three months ended March 31, 2021
Balance, December 31, 2020	$	2,468
Payments on existing obligations		(250	)
Accretion of discounted liabilities		16
Foreign exchange effect		(29	)
Balance, March 31, 2021	$	2,205

Exhibit No.		Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

32.1		Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

101		The following materials from American Vanguard Corp’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2020,~~2021, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statement of Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

	americanvanguardcorporation

Dated: May ~~11, 2020~~7, 2021	By:	/s/ ericg. wintemute
		Eric G. Wintemute
		Chief Executive Officer and Chairman of the Board

Dated: May ~~11, 2020~~7, 2021	By:	/s/ davidt. johnson
		David T. Johnson
		Chief Financial Officer & Principal Accounting Officer