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): November 6, 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 November 6, 2008 American Vanguard Corporation issued a press release announcing its financial results for the quarter and nine month period ended September 30, 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 Items 2.02 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release dated November 6, 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: November 6, 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 November 6, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD REPORTS THIRD QUARTER 2008 RESULTS

Performance reflects continuing international expansion and specialty product strength

Newport Beach, CA – November 6, 2008 – American Vanguard Corporation (NYSE:AVD), today announced financial results for the third quarter and nine month period ended September 30, 2008.

Fiscal 2008 Third Quarter Financial Highlights – versus Fiscal 2007 Third Quarter

• Net sales of $67.6 million, an increase of 19%.

• Net income of $6.0 million represents an 11% improvement.

• Earnings per diluted share were $0.22, a 10% increase.

Fiscal 2008 Nine Month Financial Highlights – versus Fiscal 2007 Nine Month performance

• Net sales of $166.5 million, an increase of 13%.

• Net income of $12.1 million was 8% higher.

• Earnings per diluted share were $0.44, a 7% improvement.

Eric Wintemute, President and CEO of American Vanguard, stated: “Our third quarter performance reflects continuing strength in our international business and the excellent performance of our non-crop specialty products segment. Sales into most major agricultural end-uses met our internal expectations, and our initiatives to gain a larger position in key market segments and geographic regions are progressing as planned. In response to higher raw material costs, we are raising product prices where feasible to maintain appropriate profitability. In our manufacturing operations, we continue to focus on improving internal efficiencies and increasing capacity utilization by producing a larger share of our own requirements and selectively contract manufacturing products for other parties.”

Among the most important performance highlights:

• International sales continued to grow in the third quarter, again led by significant sales gains in Mexico. With the opening of a subsidiary operation in Costa Rica, we are pursuing additional opportunities that exist for our products in Central America.

• Metam soil fumigant products posted substantially larger sales, as market demand increased for pre-winter soil treatments and we expanded our position in the Southeast region, which will be served by our new production facility in Axis, Alabama.

• New AMVAC offerings, such as Terraclor^® fungicides and Orthene^® insecticides, contributed to our quarterly performance and helped to expand our participation in several key market segments.

• Non-crop specialty products business improvement was largely due to a significant increase in our mosquito adulticide Dibrom^®, prompted by the strong hurricane activity that impacted the U.S. Gulf Coast states.

Mr. Wintemute concluded, “We are pleased that with our quarterly and nine-month results reflect a broadly-based, steady improvement in our overall business. Solid demand in most of our primary end-use crop markets, continued international expansion in existing and new markets, improved acceptance of our herbicide and insecticide offerings in corn, and additional new products in our non-crop segment should allow us to continue our growth in the coming years. We will remain diligent in cost control, conservative in our investment outlays and collaborative with other industry participants to facilitate expansion of our established market position. We strongly believe that the significant benefits that our products provide for enhancing agricultural productivity, improving crop quality, and impeding resistance development will continue to be in demand and fuel our growth potential.”

Conference Call

Eric Wintemute, President and CEO and David Johnson, CFO, will conduct a conference call focusing on the financial results at 12:00 pm ET / 9:00 am PT on Thursday, November 6, 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 # 70391359). The conference call will also be webcast live via the News and Media section of the Company’s web site at www.american-vanguard.com. To listen to the live webcast, go to the web site at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived on the Company’s web site.

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. American Vanguard is included on the Russell 2000^® and Russell 3000^® Indexes. 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 the conference call referenced 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 September 30						For the nine months ended September 30
	2008			2007			2008			2007
Net sales	$	67,636		$	56,641		$	166,478		$	147,575
Cost of sales		38,850			32,480			96,344			82,770
Gross profit		28,786			24,161			70,134			64,805
Operating expenses		18,111			14,145			47,493			41,621
Operating income		10,675			10,016			22,641			23,184
Interest expense		1,098			1,105			3,345			4,808
Interest income		—			(70	)		(75	)		(103	)
Interest capitalized		(63	)		—			(171	)		(30	)
Income before income taxes		9,640			8,981			19,542			18,509
Income tax expense		3,611			3,534			7,438			7,345
Net income	$	6,029		$	5,447		$	12,104		$	11,164
Earnings per common share—basic	$	.23		$	.21		$	.46		$	.42
Earnings per common share—assuming dilution	$	.22		$	.20		$	.44		$	.41
Weighted average shares outstanding—basic		26,788			26,382			26,596			26,273
Weighted average shares outstanding—assuming dilution		27,580			27,449			27,500			27,355

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS

	September 30, 2008		Dec. 31, 2007
	(Unaudited)		(Note)
Current assets:
Cash and cash equivalents	$	3,154	$	3,201
Receivables:
Trade		66,426		55,925
Other		605		645
		67,031		56,570
Inventories		89,247		63,455
Prepaid expenses		1,617		2,214
Total current assets		161,049		125,440
Property, plant and equipment, net		41,545		36,330
Land held for development		211		211
Intangible assets		92,504		85,318
Other assets		1,212		1,282
	$	296,521	$	248,581

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY

	September 30, 2008			Dec. 31, 2007
	(Unaudited)			(Note)
Current liabilities:
Current installments of long-term debt	$	4,656		$	4,106
Accounts payable		19,750			13,796
Accrued program costs		30,534			24,191
Accrued expenses and other payables		6,531			6,355
Income taxes payable		5,445			1,848
Total current liabilities		66,916			50,296
Long-term debt, excluding current installments		77,275			56,155
Deferred income taxes		3,165			2,391
Total liabilities		147,356			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 29,191,206 shares at September 30, 2008 and 28,650,829 shares at December 31, 2007		2,919			2,865
Additional paid-in capital		38,380			36,551
Accumulated other comprehensive income (loss)		(1,970	)		64
Retained earnings		112,989			103,004
		152,318			142,484
Less treasury stock, at cost, 2,260,996 shares at September 30, 2008 and 2,226,796 at December 31, 2007		(3,153	)		(2,745	)
Total stockholders’ equity		149,165			139,739
	$	296,521		$	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 Nine Months Ended September 30, 2008 and 2007

(Unaudited)

Increase (decrease) in cash	2008			2007
Cash flows from operating activities:
Net income	$	12,104		$	11,164
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,711			7,327
Provision for bad debt expense		100			—
Deferred income tax		774			—
Stock-based compensation expense related to stock options and employee stock purchases		554			581
Changes in assets and liabilities associated with operations:
(Increase) decrease in receivables		(10,561	)		14,344
(Increase) decrease in inventories		(25,792	)		398
(Increase) decrease in prepaid expenses and other assets		542			(849	)
Increase (decrease) in accounts payable		4,317			(662	)
Increase in other current liabilities		9,303			13,256
Net cash provided by operating activities		52			45,559
Cash flows from investing activities:
Capital expenditures		(10,345	)		(1,887	)
Acquisitions of intangible assets		(8,892	)		(3,263	)
Net decrease in other non-current assets		—			120
Net cash used in investing activities		(19,237	)		(5,030	)
Cash flows from financing activities:
Net borrowings (payments) under line of credit agreement		23,000			(35,500	)
Principal payments on long-term debt		(3,080	)		(3,080	)
Proceeds from the issuance of common stock from exercise of stock options and sale of stock under ESPP		1,329			2,013
Acquisition of Treasury stock		(408	)		—
Payment of cash dividends		(1,323	)		(1,047	)
Net cash provided by (used in) financing activities		19,518			(37,614	)
Net increase in cash		333			2,915
Cash and cash equivalents at beginning of period		3,201			1,844
Effect of unrealized loss from foreign currency contracts		125			—
Effect of exchange rate changes on cash		(505	)		237
Cash and cash equivalents as of September 30,	$	3,154		$	4,996