8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 8, 2008

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

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

4695 MacArthur Court

Newport Beach, California 92660

(Address of principal executive offices)

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On May 8, 2008 American Vanguard Corporation issued a press release announcing its financial results for the quarter ended March 31, 2008. The full text of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release dated May 8, 2008 of American Vanguard Corporation.

SIGNATURES

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

	AMERICAN VANGUARD CORPORATION
Date: May 14, 2008	By:	/s/ Timothy J. Donnelly
		Timothy J. Donnelly
		Vice President, General Counsel & Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press release of American Vanguard Corporation dated May 8, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD REPORTS FIRST QUARTER 2008 RESULTS

Performance reflects unfavorable weather, higher input costs and growth expenditures

Newport Beach, CA – May 8, 2008 – American Vanguard Corporation (NYSE:AVD), today announced financial results for the first quarter ended March 31, 2008.

2008 First Quarter Financial Highlights – versus – 2007 First Quarter

• Net sales equaled the prior year period at $40.9 million.

• Net income was $1.7 million as compared to $2.1 million.

• Earnings per diluted share were $0.06, versus $0.08 in the comparable period of 2007.

Eric Wintemute, President and CEO of American Vanguard, stated: “As indicated in our business performance update issued on April 1^st, our first quarter sales were affected by weather related delays in the planting of the 2008 Midwest corn crop. In addition, our earnings have been influenced by escalating raw material and fuel costs as well as expenditures related to several important growth initiatives. We are taking steps to address recent cost increases through pricing and efficiency improvements and are moving ahead with our growth-oriented programs. The benefits of these efforts should be increasingly evident later this year, in calendar 2009 and beyond.”

Important first quarter highlights:

• First quarter sales of the Company’s extremely effective herbicide Impact^® were nearly double the prior year’s first quarter result, which is an indication of the superior performance and increased grower recognition of this product. We expect Impact to continue gaining market share as a label-specified complement to the widespread use of Monsanto’s Roundup^® (glyphosate) products.

• Our corn soil insecticides, which are primarily applied at the time of seed planting, did not experience the previously expected growth in the first quarter, due to widespread weather-related delays in the planting of Midwest corn crops.

• Business remains solid in many non-corn markets, such as potatoes, vegetables, fruits, and specialty turf & ornamental markets, niches in which we have particular expertise. Strong continuing sales of our traditional Metam fumigant products, substantial new sales gains in our Avenge^® herbicide for use in wheat crops, and several new offerings, such as the recently acquired PCNB fungicide and Orthene^® insecticide, should further extend our penetration of these high-value segments.

• Sales of Bidrin^®, our cotton insecticide, were equal to the prior year’s first quarter, although full-year sales expectations continue to be soft due to the continuing acreage shifts from cotton to other crops.

• Our international sales continued to grow in the first quarter with substantial gains in Mexico. As we have previously indicated, the Central and South American regions offer considerable opportunities for us, and we will continue to dedicate effort and resources to capitalize on this expanding market.

Mr. Wintemute concluded, “Despite weather related delays in first quarter sales, we remain focused on maximizing American Vanguard’s financial performance for 2008. Over the next several quarters, increased sales of Impact herbicide, incremental business in PCNB fungicide and Orthene insecticide and our continued international expansion should all be positive contributors. We believe the significant benefits that our products provide for enhancing productivity, improving crop quality, and impeding resistance development bode well for the Company’s long-term performance.”

* Roundup is a registered trademark of Monsanto Corporation

* Orthene is a registered trademark of OMS Investments, Inc.

* Impact, Avenge, and Bidrin are registered trademarks of AMVAC Chemical Corporation

Conference Call

Eric Wintemute, President and CEO, and David Johnson, CFO, will conduct a conference call focusing on the financial results at 12:00pm EDT on Thursday, May 8, 2008. Interested parties may participate in the call by dialing 706-679-3155 – please call in 10 minutes before the call is scheduled to begin, and ask for the American Vanguard call (conference ID # 46332166). The conference call will also be webcast live via the News and Media section of the Company’s web site at www.american-vanguard.com. To listen to the live webcast, go to the web site at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived on the Company’s web site.

About American Vanguard

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

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

CONTACT:	-OR-	AVD’S INVESTOR RELATIONS FIRM
American Vanguard Corporation		The Equity Group Inc.
William A. Kuser, Director of Investor Relations		www.theequitygroup.com
(949) 260-1200		Lena Cati
williamk@amvac-chemical.com		Lcati@equityny.com
		(212) 836-9611

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share amounts)

(Unaudited)

	For the three months ended March 31
	2008			2007
Net sales	$	40,934		$	40,906
Cost of sales		23,198			22,489
Gross profit		17,736			18,417
Operating expenses		13,946			12,999
Operating income		3,790			5,418
Interest expense		1,015			1,895
Interest income		—			(5	)
Interest capitalized		(50	)		(16	)
Income before income tax		2,825			3,544
Income tax expense		1,092			1,418
Net income	$	1,733		$	2,126
Earnings per common share—basic	$	.07		$	.08
Earnings per common share—assuming dilution	$	.06		$	.08
Weighted average shares outstanding—basic		26,464			26,163
Weighted average shares outstanding—assuming dilution		27,466			27,330

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS

	Mar. 31, 2008		Dec. 31, 2007
	(Unaudited)		(Note*)
Current assets:
Cash and cash equivalents	$	2,289	$	3,201
Receivables:
Trade		64,342		55,925
Other		630		645
		64,972		56,570
Inventories		90,284		63,455
Prepaid expenses		3,658		2,214
Total current assets		161,203		125,440
Property, plant and equipment, net		38,284		36,330
Land held for development		211		211
Intangible assets		92,470		85,318
Other assets		1,293		1,282
	$	293,461	$	248,581

(Continued)

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY

	Mar. 31, 2008			Dec. 31, 2007
	(Unaudited)			(Note*)
Current liabilities:
Current installments of long-term debt	$	4,106		$	4,106
Accounts payable		20,505			13,796
Accrued program costs		20,425			24,191
Accrued expenses and other payables		6,579			6,355
Income taxes payable		1,886			1,848
Total current liabilities		53,501			50,296
Long-term debt, excluding current installments		96,628			56,155
Deferred income taxes		2,391			2,391
Total liabilities		152,520			108,842
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 28,706,248 shares at March 31, 2008 and 28,650,829 shares at December 31, 2007		2,871			2,865
Additional paid-in capital		37,293			36,551
Accumulated other comprehensive income		108			64
Retained earnings		103,414			103,004
		143,686			142,484
Less treasury stock, at cost, 2,226,796 shares at March 31, 2008 and December 31, 2007		(2,745	)		(2,745	)
Total stockholders’ equity		140,941			139,739
	$	293,461		$	248,581

Note: The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date.

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For The Three Months Ended March 31, 2008 and 2007

(Unaudited)

Increase (decrease) in cash	2008			2007
Cash flows from operating activities:
Net income	$	1,733		$	2,126
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		2,762			2,098
Stock-based compensation expense related to stock options and employee stock purchases		235			264
Changes in assets and liabilities associated with operations:
Increase in receivables		(8,185	)		(3,217	)
Decrease in provision for doubtful accounts		(217	)		—
Increase in inventories		(26,829	)		(3,035	)
(Increase) Decrease in prepaid expenses and other assets		(1,483	)		382
Increase (Decrease) in accounts payable		6,859			(3,543	)
Decrease in other current liabilities		(4,977	)		(818	)
Net cash used in operating activities		(30,102	)		(5,743	)
Cash flows from investing activities:
Capital expenditures		(3,631	)		(680	)
Acquisitions of intangible assets		(8,209	)		(1,576	)
Net decrease in other non-current assets		—			25
Net cash used in investing activities		(11,840	)		(2,231	)
Cash flows from financing activities:
Net borrowings under line of credit agreement		41,500			9,000
Principal payments on long-term debt		(1,027	)		(526	)
Proceeds from the issuance of common stock (exercise of stock options and sale of stock under ESPP)		513			418
Net cash provided by financing activities		40,986			8,892
Net (decrease) increase in cash		(956	)		918
Cash and cash equivalents at beginning of year		3,201			1,844
Effect of exchange rate changes on cash		44			100
Cash and cash equivalents	$	2,289		$	2,862