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): March 4, 2010

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 1.01. Entry into a Material Definitive Agreement

On March 5, 2010, AMVAC Chemical Corporation (“AMVAC”), one of our subsidiaries, as borrower, and its affiliates (including registrant), as guarantors, entered into a First Amendment to Credit Agreement (the “First Amendment”) with a syndicate of commercial lenders led by Bank of the West (AMVAC’s primary bank) as arranger, syndication agent, swing line lender and L/C issuer. The First Amendment amends that certain Credit Agreement dated as of December 19, 2006 (and more fully described in the Company’s Form 8-K filed on December 22, 2006) and includes the following material terms: (i) the Consolidated Funded Debt Ratio for the quarters of calendar year 2010 is changed from a ratio of 2.50:1.00 to a range of from 5.25:1.00 to 3.00:1.00; (ii) the Consolidated Fixed Charge Coverage Ratio for Q4 2009 and Q1 and Q2 2010 is changed from 1.50:1.00 to 1.25:1.00; (iii) Prime Rate is changed to be an alternate base rate (“Alternate Base Rate”) to be based upon the greater of (x) prime rate, (y) the federal funds rate plus 1.00%, and (z) the daily one-month LIBOR plus 1.00%; and (iv) the Eurodollar Rate and Alternate Base Rates are increased by between 1.25% and 2.25%, depending upon the Consolidated Funded Debt Ratio. The First Amendment does not alter loan commitments under the credit facility. AMVAC has had a banking relationship with its primary bank for over 20 years. The First Amendment is attached hereto as Exhibit 10.1

Item 2.02 Results of Operations and Financial Condition

On March 8, 2010 American Vanguard Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 2009. The full text of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including the Exhibits attached hereto, is being furnished under Items 1.01, 2.02, and 8.01 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 8.01 Other Events

On March 8, 2010, American Vanguard Corporation issued a press release announcing that its Board of Directors had declared a cash dividend of $0.01 per share to be distributed on April 16, 2010 to shareholders of record as of April 2, 2010. The full text of that press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On March 8, 2010, American Vanguard Corporation issued a press release announcing that we entered into the First Amendment. That disclosure was made in the same press release that contains financial results as described in Item 2.02 above. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 4, 2010, the Board of Directors of American Vanguard Corporation determined that, pursuant to Article II, Section 2.01 of the By-Laws of American Vanguard Corporation (as amended), the 2010 Annual Meeting of Stockholders will be held at 11:00 am PDT on Thursday, June 10, 2010 at the Fairmont Hotel in Newport Beach, California and that the close of business on Friday, April 23, 2010, be the date of record for determination of stockholders having the right to vote at the Annual Meeting of Stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1	First Amendment to Credit Agreement dated as of March 5, 2010.
Exhibit 99.1	Press release dated March 8, 2010 of American Vanguard Corporation announcing financial results for the three and 12 month periods ended December 31, 2009 and entry into the First Amendment.
Exhibit 99.2	Press release dated March 8, 2010 of American Vanguard Corporation announcing cash dividend.

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: March 8, 2010	By:	/s/    TIMOTHY J. DONNELLY
		Timothy J. Donnelly
		Vice President, General Counsel & Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 10.1	First Amendment to Credit Agreement dated as of March 5, 2010.
Exhibit 99.1	Press release dated March 8, 2010 of American Vanguard Corporation announcing financial results for the three and 12 month periods ended December 31, 2009 and entry into the First Amendment.
Exhibit 99.2	Press release dated March 8, 2010 of American Vanguard Corporation announcing cash dividend.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 5, 2010 among AMVAC CHEMICAL CORPORATION, a California corporation ( “Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), 2110 DAVIE CORPORATION, a California corporation (“2110 Davie” and, collectively, with American Vanguard and GemChem, “Guarantors”), each lender signatory hereto and BANK OF THE WEST, as Agent (“Agent”).

RECITALS

WHEREAS, Borrower, the Guarantors, Agent and Lenders signatory thereto have entered into a Credit Agreement dated as of December 15, 2006 (as amended, modified or waived, the “Credit Agreement”).

WHEREAS, Borrower, the Guarantors, Agent and the Lenders desire to amend the Credit Agreement as hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree as follows:

1. Incorporated Definitions. All capitalized terms used in this Amendment and not otherwise defined shall have the meanings given to such terms in the Credit Agreement.

2. Revised Definitions.

(a) All references in the Credit Agreement to “Prime Rate,” except the definition of “Prime Rate” in Section 1.01 of the Credit Agreement, are amended to refer to the “Alternate Base Rate.”

(b) The definition of “Guaranteed Obligations” in Section 1.01 of the Credit Agreement is amended to replace the word “Obligations” in the first sentence with the words “Secured Obligations.”

(b) Section 1.01 of the Credit Agreement is amended to amend the definitions of “Applicable Rate,” “Consolidated EBITDA” and “Secured Obligations” and to add, in correct alphabetical order, definitions of “Alternate Base Rate,” “Daily One-Month LIBOR,” “First Amendment,” “First Amendment Effective Date and “Non-Consenting Lender,” each to read as follows:

“Alternate Base Rate” is reset daily and means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus one percent (1.00%) and (c) Daily One-Month LIBOR on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1.00%). Any change in the Alternate Base Rate due to a change in the Prime Rate or, the Federal Funds Rate or the Daily One-Month LIBOR shall be effective from and including the effective date of such change in the Prime Rate or, the Federal Funds Rate or Daily One-Month LIBOR, respectively.

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Consolidated Funded Debt Ratio as set forth in the most recent Compliance Certificate delivered pursuant to Section 7.02(a):

Applicable Rate
Pricing Level	Consolidated Funded Debt Ratio	Unused fee	Eurodollar Rate +	Alternate Base Rate +
			Standby Letter of Credit Fees
I	³3.50:1.00	0.50%	3.50%	2.50%
II	<3.50 :1.00 but ³3.00:1.00	0.40%	3.25%	2.25%
III	<3.00 :1.00 but ³2.50:1.00	0.35%	3.00%	2.00%
IV	<2.50:1.00	0.30%	2.50%	1.50%

1

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Funded Debt Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered. From and after the First Amendment Effective Date until the later of (a) the date on which a Compliance Certificate is delivered pursuant to Section 7.02(a) for the period ending March 31, 2010 and (b) the first date thereafter on which there is a change in the Applicable Rate pursuant to the preceding sentence, the Applicable Rate shall be determined based upon Pricing Level I.

“Consolidated EBITDA” means, for any period, for American Vanguard and its Subsidiaries on a consolidated basis, an amount equal to (a) Consolidated Net Income for such period plus (b) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) the provision for federal, state, local and foreign income taxes payable by American Vanguard and its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense for such period, (iv) non-recurring non-cash charges subject to approval by Agent, (v) losses on the sale of fixed assets, (vi) to the extent described in detail to Agent in writing that is in form and content satisfactory to Agent, charges in an aggregate amount not to exceed $15,000,000 (prior to accrual of any related tax effects) recognized during the fiscal quarter ending December 31, 2009 and (vii) non-cash stock based compensation expenses. Extraordinary items and gains (but not losses) on (and proceeds from) sales or Dispositions of assets outside of the ordinary course of business shall be excluded in the calculation of Consolidated EBITDA.

“Daily One-Month LIBOR” means, as of any day, the Eurodollar Rate that Agent determines would be applicable to a Eurodollar Rate Loan with an Interest Period of one month, based on the Eurodollar Rate determined on such day, or, if such day is not a Business Day, the immediately preceding Business Day.

“First Amendment” means the First Amendment to this Agreement dated as of March 5, 2010.

“First Amendment Effective Date” has the meaning given to such term in the First Amendment.

“Non-Consenting Lender” means any Lender, as determined by Agent, to be (a) a Defaulting Lender, (b) a Lender that has failed to approve or consent to any amendment, waiver, modification or extension requiring such Lender’s approval pursuant to Section 11.01 or (c) a Lender that has taken any action to or indicated to Agent such Lender’s intention not to grant any such approval or consent.

“Secured Obligations” means the Obligations, the Hedge Obligations, and all treasury management arrangements between any Lender and any Loan Party, including without limitation, automatic clearing house, credit card, purchase card and cash management arrangements that are entered into by any Loan Party in the ordinary course of business.

2

3. GAAP. A new Section 1.03(b) is added immediately after Section 1.03(a) of the Credit Agreement to read as follows:

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, Agent, the Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

4. Repayment of Swing Line Loans. Section 2.07(b) of the Credit Agreement amended to read as follows:

(b) Borrower agrees to repay each Swing Line Loan on the earlier to occur of (a) five (5) Business Days prior to the Maturity Date for Credit Extensions under the Revolving Commitments of the Lenders or (b) such earlier date as shall be acceptable to the Swing Line Lender.

5. Non-Consenting Lenders. A new Section 2.16 is added immediately after Section 2.15 of the Credit Agreement to read as follows:

2.16 Non-Consenting Lenders. In the event any Lender is a Non-Consenting Lender, Borrower may, upon written notice to such Non-Consenting Lender and to Agent, require such Non-Consenting Lender to assign, and such Non-Consenting Lender shall assign, within five Business Days after the date of such notice, to one or more assignees selected by Borrower and that is (are) Eligible Assignees and otherwise comply with the provisions of Section 11.06 (each a “Replacement Lender”) all of such Non-Consenting Lender’s rights and obligations under this Agreement and the other Loan Documents (including without limitation its Commitments and all Loans owing to it) in accordance with Section 11.08. With respect to any such assignment, the Non-Consenting Lender shall concurrently with such assignment receive payment in full of all amounts due and owing to it hereunder or under any of the other Loan Documents with respect to the Loans and Commitments so assigned, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Non-Consenting Lender, together with interest thereon through the date of such assignment, amounts payable to such Non-Consenting Lender under Article III with respect to such Loans and all fees payable to such Non-Consenting Lender with respect to such Loans and Commitments so assigned. Any assignment to a Replacement Lender pursuant to the provisions of this Section 2.12 shall be in accordance with the provisions of Section 11.01 hereof. In no event shall any Lender have any obligation to issue any new or increased Commitment to replace all or any part of any Commitment of any Non-Consenting Lender.

6. Financial Covenants. Sections 8.09(a) and 8.09(b) of the Credit Agreement are amended to read as follows:

(a) Permit the Consolidated Funded Debt Ratio as of the end of any fiscal quarter to exceed the ratio set next to such fiscal quarter below:

As of the following date:	Not permit the ratio to exceed:
March 31, 2010	5.25 to 1.00
June 30, 2010	3.75 to 1.00
September 30, 2010	3.25 to 1.00
December 31, 2010 and the last day of any fiscal quarter thereafter	3.00 to 1.00

3

(b) Permit the Consolidated Fixed Charge Coverage Ratio as of the last day of any fiscal quarter to be less than the ratio set next to such fiscal quarter below:

As of the following date:	Not permit the ratio to be less than:
December 31, 2009, March 31, 2010, June 30, 2010	1.25 to 1.00
September 30, 2010 and the last day of any fiscal quarter thereafter	1.50 to 1.00

7. Conditions Precedent. This Amendment shall be effective as of the date (“First Amendment Effective Date”) upon which the following conditions are satisfied:

(a) Agent shall have received from Borrower, the Guarantors and the Required Lenders a counterpart of this Amendment signed on behalf of each such party.

(b) Agent shall have received such documents, certificates and legal opinions as the Agent or its counsel may reasonably request relating to the organization or formation, existence and good standing of Borrower and the Guarantors, the authorization of this Amendment and any other legal matters relating to Borrower, the Guarantors, the Credit Agreement or this Amendment, all in form and substance satisfactory to the Agent and its counsel.

(c) Borrower shall have paid to the Agent for the pro rata account of each Lender timely executing and delivering this Amendment (including by way of facsimile or electronic mail) an amendment fee equal to 0.15% of such Lender’s Commitment.

(d) The Agent shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder or under the Credit Agreement.

Notification from Agent to Borrower and Lenders shall be conclusive and binding evidence of the First Amendment Effective Date.

8. Representations and Warranties. Each of Borrower and each Guarantor hereby represents and warrants that, taking into account the terms of this Amendment, as of the date hereof:

(a) The representations and warranties of Borrower and the Guarantors set forth in Article VI of the Credit Agreement are true and correct in all material respects; and

(b) There exists no Event of Default or Default.

9. Ratification. Each of the Credit Agreement and each of the other Loan Documents, as amended hereby, are hereby ratified and remains in full force and effect.

10. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement and any of the parties hereto may execute this Amendment by signing any such counterpart.

11. Loan Documents. This Amendment is a Loan Document.

12. Choice of Law. This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of California but giving effect to federal laws applicable to national banks.

4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

AMVAC CHEMICAL CORPORATION, as Borrower
By:	/s/
Name:
Title:
AMERICAN VANGUARD CORPORATION, as a Guarantor
By:	/s/
Name:
Title:
GEMCHEM, INC., as a Guarantor
By:	/s/
Name:
Title:
2110 DAVIE CORPORATION, as a Guarantor
By:	/s/
Name:
Title:

5

BANK OF THE WEST, as Agent, L/C Issuer and Swing Line Lender
By:	/s/
Name:
Title:
BANK OF THE WEST, as a Lender
By:	/s/
Name:
Title:

6

BANK OF MONTREAL, acting under its Trade name BMO Capital Markets, as Documentation Agent
By:	/s/
Name:
Title:
BMO CAPITAL MARKETS FINANCING, INC., as Lender
By:	/s/
Name:
Title:

7

FIRST BANK DBA FIRST BANK & TRUST, as a Lender
By:	/s/
Name:
Title:

8

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as a Lender
By:	/s/
Name:
Title:

9

UNION BANK OF CALIFORNIA, N.A., as a Lender
By:	/s/
Name:
Title:

10

AGSTAR FINANCIAL SERVICES, PCA, as a Lender
By:	/s/
Name:
Title:

11

FCS FINANCIAL, PCA, as a Lender
By:	/s/
Name:
Title:

12

ORGANIZATIONAL AND AUTHORIZATION CERTIFICATE

On behalf of Borrower and Guarantors identified in the foregoing Amendment, the undersigned certifies to Agent and the Lenders that (a) except for any amendments attached hereto, there have been no amendments or other modifications to the Organization Documents of the Borrower or any Guarantor since those documents were delivered in connection with the Credit Agreement; (b) each of Borrower and Guarantors remains in good standing in all jurisdictions where so required by the Credit Agreement; (c) the resolutions of Borrower and Guarantors delivered in connection with the Credit Agreement remain effective to authorize the amendment of the Credit Agreement as described in the foregoing First Amendment; (d) none of the Organization Documents or resolutions of Borrower or any Guarantor delivered in connection with the Credit Agreement has been repealed, revoked, rescinded or amended in any respect (except as clearly indicated in the attached documents), and each remains in full force and effect as of the date hereof; (e) (s)he is authorized on behalf of Borrower and the Guarantors to deliver this Organizational and Authorization Certificate on behalf of Borrower and the Guarantors, (f) the individual(s) signing the foregoing Amendment on behalf of Borrower and the Guarantors holds the office set forth below or next to his(her) signature and is authorized to execute and deliver the Amendment on behalf of Borrower and the Guarantors in accordance with the Organization Documents and existing resolutions of Borrower and the Guarantors and (g) Agent and the Lenders may conclusively rely on this Organizational and Authorization Certificate unless and until superseding documents shall be delivered to Agent.

IN WITNESS WHEREOF, I have signed this Organizational and Authorization Certificate this 5th day of March 2010.

By:	/s/
Name:
Title:

13

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD REPORTS FOURTH QUARTER & FULL YEAR 2009 RESULTS

Newport Beach, CA – March 8, 2010 – American Vanguard Corporation (NYSE:AVD), today announced financial results for the fourth quarter and full year ended December 31, 2009.

Fiscal 2009 Fourth Quarter Financial Highlights – versus Fiscal 2008 Fourth Quarter:

• Net sales were $50.8 million compared to $71.1 million.

• Net income was ($8.6) million* compared to $7.9 million.

• Earnings per diluted share were ($0.32)* versus $0.29

Fiscal 2009 Financial Highlights – versus Fiscal 2008 Results:

• Net sales were $209.3 million compared to $237.5 million.

• Net income was ($5.8) million* compared to $20.0 million.

• Earnings per diluted share were ($0.21)* versus $0.73

* Net Income and Earnings per share results for the Fourth Quarter and Full Year 2009 reflect the inclusion of a one-time, non-cash charge of $13.5 million taken to adjust the inventories of American Vanguard at December 31, 2009.

Eric Wintemute, President and CEO of American Vanguard, stated: “Challenging industry-wide conditions in the agricultural chemical marketplace during mid & late 2009 resulted in our revenue declines of 29% in the fourth quarter and 12% for the full year. Like many of our peers, we were negatively impacted in the quarter and the full year by unfavorable weather and by the continued reluctance of distributor channels to stock inventory for the upcoming 2010 spring planting season.”

“This drop in end-use demand and our determination not to over-accumulate our own inventories compelled us to run our factories at reduced operating rates, which invariably translated into higher unit costs and lower gross profit margins. The combination of sluggish sales demand and the impact of unabsorbed fixed manufacturing costs have resulted in financial performance well below our expectations. We have responded by intensifying our sales & marketing initiatives, reducing costs throughout the Company and accelerating our efforts to develop and introduce new products.”

“Additionally, during the year-end assessment of our inventory, we determined that it was appropriate to write down the value of certain items by way of a one time, non-cash charge of $13.5 million. This charge arises primarily from the effect of unabsorbed manufacturing overhead activity, net realizable value assessments of slow-moving and obsolete inventory, and finally, other annual adjustments to ensure that our standard costs continue to closely reflect actual manufacturing cost.”

Mr. Wintemute concluded: “Throughout this difficult period, we have made significant progress toward improving our balance sheet by reducing inventory levels, generating cash and paying down our bank revolver debt. In addition, we have secured an amendment to our senior credit facility which includes adjusted covenants that should serve to provide the necessary flexibility in meeting our working capital needs over the course of 2010. We are well positioned to benefit from improving market conditions and our organization is well-focused and highly motivated to improve our operating performance, achieve better financial results and maintain our corporate balance sheet strength.”

Conference Call

Eric Wintemute, President & CEO, Trevor Thorley, EVP & COO and David T. Johnson, VP & CFO, will conduct a conference call focusing on the financial results at 12:00 pm ET / 9:00 am PT on Monday, March 8, 2010. 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 # 55081944). 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 this release, all forward-looking statements are estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include weather conditions, changes in regulatory policy and other risks as detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release.

Company Contact: American Vanguard Corporation William A. Kuser, Director of Investor Relations (949) 260-1200 williamk@amvac-chemical.com Investor Representative The Equity Group Inc. www.theequitygroup.com Lena Cati Lcati@equityny.com (212) 836-9611

CONSOLIDATED BALANCE SHEETS

December 31, 2009 and 2008

(Dollars in thousands, except share and per share data)

(unaudited)

	2009			2008
Assets
Current assets:
Cash	$	383		$	1,229
Receivables:
Trade, net of allowance for doubtful accounts of $636 and $472, respectively		40,681			51,405
Other		382			563
		41,063			51,968
Inventories		72,512			90,626
Prepaid expenses		2,143			1,688
Income taxes receivable		3,575			—
Total current assets		119,676			145,511
Property, plant and equipment, net		39,196			41,241
Intangible assets		86,973			91,079
Other assets		8,866			9,106
	$	254,711		$	286,937
Liabilities and Stockholders’ Equity
Current liabilities:
Current installments of long-term debt	$	8,528		$	6,656
Accounts payable		11,401			16,195
Accrued program costs		27,188			16,204
Accrued expenses and other payables		3,762			6,767
Income taxes payable		—			3,332
Total current liabilities		50,879			49,154
Long-term debt, excluding current installments		45,432			75,748
Other long-term liabilities		192			—
Deferred income taxes		5,121			6,091
Total liabilities		101,624			130,993
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 29,575,562 shares in 2009 and 29,209,863 shares in 2008		2,958			2,921
Additional paid-in capital		41,529			38,873
Accumulated other comprehensive loss		(1,743	)		(3,593	)
Retained earnings		113,496			120,896
		156,240			159,097
Less treasury stock, at cost, 2,260,996 shares in both 2009 and 2008		(3,153	)		(3,153	)
Total stockholders’ equity		153,087			155,944
	$	254,711		$	286,937

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months and twelve months ended December 31, 2009 and 2008

(Dollars in thousands, except per share data)

(unaudited)

	For the three months ended December 31						For the twelve months ended December 31
	2009			2008			2009			2008
Net sales	$	50,836		$	71,060		$	209,329		$	237,538
Cost of sales		46,749			40,063			148,903			136,407
Gross profit		4,087			30,997			60,426			101,131
Operating expenses		17,185			17,494			66,755			64,987
Operating (loss) income		(13,098	)		13,503			(6,329	)		36,144
Interest expense		631			955			3,253			4,300
Interest income		—			—			—			(75	)
Interest capitalized		(6	)		(83	)		(44	)		(254	)
(Loss) income before provision for income taxes		(13,723	)		12,631			(9,538	)		32,173
Income taxes (benefit) expense		(5,142	)		4,716			(3,749	)		12,154
Net (loss) income	$	(8,581	)	$	7,915		$	(5,789	)	$	20,019
(Loss) earnings per common share—basic	$	(0.32	)	$	0.30		$	(0.21	)	$	0.75
(Loss) earnings per common share—assuming dilution	$	(0.32	)	$	0.29		$	(0.21	)	$	0.73
Weighted average shares outstanding—basic		27,241			26,803			27,120			26,638
Weighted average shares outstanding—assuming dilution		27,241			27,418			27,120			27,469

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2009 and 2008

(Dollars in thousands)

(unaudited)

	2009			2008
Increase (decrease) in cash
Cash flows from operating activities:
Net (loss) income	$	(5,789	)	$	20,019
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		9,050			7,271
Amortization of intangibles		4,437			4,342
Loss from foreign currency contracts		—			174
Stock-based compensation expense related to stock options, employee stock purchases and directors’ fees		1,223			822
Deferred income taxes		(778	)		3,700
Changes in assets and liabilities associated with operations:
Decrease in net receivables		10,905			4,602
(Increase) decrease in inventories		18,114			(27,171	)
Increase in Income Tax Receivable		(3,575	)		—
Increase in prepaid expenses and other assets		(2,898	)		(4,913	)
Decrease in accounts payable		(3,385	)		(1,871	)
Increase (decrease) in other payables and accrued expenses		4,647			(6,091	)
Net cash provided by operating activities		31,951			884
Cash flows from investing activities:
Capital expenditures		(4,322	)		(14,444	)
Acquisitions of intangible assets		—			(10,439	)
Net cash used in investing activities		(4,322	)		(24,883	)
Cash flows from financing activities:
Net (repayments) borrowings under line of credit agreement		(21,900	)		24,500
Payments on long-term debt		(4,106	)		(4,106	)
(Decrease) increase in other notes payable		(2,438	)		3,750
Proceeds from the issuance of common stock		1,470			1,555
Acquisition of treasury stock		—			(408	)
Payment of cash dividends		(1,611	)		(2,127	)
Net cash (used in) provided by financing activities		(28,585	)		23,164
Net (decrease) increase in cash		(956	)		(835	)
Cash at beginning of year		1,229			3,201
Effect of exchange rate changes on cash		110			(1,137	)
Cash at end of year	$	383		$	1,229
Supplemental cash flow information:
Cash paid during the year for:
Interest	$	3,279		$	4,135
Income taxes	$	3,361		$	6,785

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD DECLARES $0.01 SEMIANNUAL CASH DIVIDEND

Newport Beach, CA – March 8, 2010 – American Vanguard Corp. (NYSE:AVD) today announced that its Board of Directors declared a cash dividend of $0.01 per share. The dividend will be distributed on April 16, 2010 to shareholders of record as of April 2, 2010.

Eric Wintemute, President and CEO of American Vanguard, stated, “We are pleased to declare this semi-annual dividend, which continues our 14 year history of providing such returns to our shareholders. This payment has been reduced from the first half outlays of prior years in response to current challenging business conditions in the agricultural chemical industry. In conjunction with our actions to manage working capital and reduce operating expenses, this conservative dividend disbursement is a prudent measure allowing the Company to preserve cash internally at this time.”

Historical Cash Dividends

Year	April(1)	October(1)	Total(1)
2010 2009	$0.010 $0.050	$0.010	$0.010 $0.060
2008	$0.050	$0.030	$0.080
2007	$0.040	$0.030	$0.070
2006	$0.053	$0.030	$0.083
2005	$0.041	$0.023	$0.064

(1) As adjusted for stock splits.

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^® & Russell 3000^® Indexes and the Standard & Poors 600 Index. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.

The Company, from time to time, may discuss forward-looking information. 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 in the Company’s SEC reports and filings. Any forward-looking statements in this release represent the Company’s best judgment as of the date of this release.

CONTACT:

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