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): September 8, 2009

ARGAN, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31756	13-1947195
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Church Street, Suite 201, Rockville, MD	20850
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (301) 315-0027

Not Applicable

(Former name or former address, if changed since last report.)

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:

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

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

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

o 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 September 8, 2009, Argan, Inc. (“Argan”) issued a press release announcing its financial results and accomplishments for the three and six months ended July 31, 2009. A copy of Argan’s press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Argan, Inc., Press Release, issued September 8, 2009.

SIGNATURES

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 hereunto duly authorized.

	ARGAN, INC.
Date: September 8, 2009	By:	/s/ Arthur Trudel
		Arthur Trudel
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Argan, Inc., Press Release, issued September 8, 2009.

EX-99.1

Exhibit 99.1

ARGAN, INC. REPORTS SECOND QUARTER REVENUES OF $65.5 MILLION; NET INCOME
INCREASES TO $2.7 MILLION

September 8, 2009 — ROCKVILLE, MD — Argan, Inc. (NYSE AMEX: AGX) today announced financial results for the six months and second quarter ended July 31, 2009.

For the six months ended July 31, 2009, total revenues were $128.6 million compared to $123.5 million in the six months ended July 31, 2008. Gemma (Gemma Power Systems) contributed $117.8 million or 91.6% of total revenues in the first six months of fiscal 2010 compared to $114.6 million or 92.8% of total revenues in the first six months of fiscal 2009. Combined revenues from Argan’s other wholly-owned subsidiaries increased to $10.7 million, or 8.4% of total revenues for the six months ended July 31, 2009 compared to $8.9 million, or 7.2% of total revenues during the same period last year.

The Company reported consolidated EBITDA (Earnings before interest, taxes, depreciation and amortization) of $9.5 million for the six months ended July 31, 2009. Gemma, for its segment, recorded $11.8 million in EBITDA for the first six months of fiscal 2010.

Net income for the six months in fiscal 2010 was $5.7 million or $0.41 per diluted share based on 13,756,000 diluted shares outstanding compared to net income of $2.4 million or $0.20 per diluted share based on 11,854,000 diluted shares outstanding for the six months in fiscal 2009.

For the quarter ended July 31, 2009, net revenues were $65.5 million compared to $75.1 million in the previous year. Gemma contributed $59.8 million, or 91.4% of total revenues for the first quarter of fiscal 2010 compared to $70.6 million or 94.1% of total revenues for the first quarter of fiscal 2009. Combined revenues from Argan’s other wholly-owned subsidiaries increased to $5.7 million, or 8.6% of total revenues for the quarter ended July 31, 2009 compared to $4.5 million, or 5.9% of total revenues during the same period last year.

The Company reported consolidated EBITDA (Earnings before interest, taxes, depreciation and amortization) of $4.4 million for the three months ended July 31, 2009. Gemma, for its segment, recorded $5.5 million in EBITDA for the three months ended July 31, 2009.

Net income for the second quarter of fiscal 2010 was $2.7 million, or $0.19 per diluted share based on 13,771,000 diluted shares outstanding compared to net income of $806,000, or $0.07 per diluted share based on 12,226,000 diluted shares outstanding in the second quarter of fiscal 2009.

Argan had consolidated cash of $52.1 million and escrowed cash of $10.0 million as of July 31, 2009. Consolidated working capital increased during the current quarter to approximately $58.8 million as of July 31, 2009 from approximately $53.6 million as of January 31, 2009.

Gemma’s backlog as of July 31, 2009 was $346 million. Gemma’s backlog does not include projects associated with Gemma Renewable Power, its business partnership with Invenergy Wind Management. At July 31, 2009 Gemma Renewable Power’s contract backlog was $11.7 million for a contract to design and build the expansion of a wind farm in LaSalle County, Illinois.

Subsequent to the close of the quarter, Argan signed a letter of intent to purchase United American Steel Constructors, LLC (Unamsco), a privately held company operating two subsidiaries, National Steel Constructors, LLC and Peterson Beckner Industries. In addition to

traditional construction activities, National Steel and Peterson Beckner also focus on reducing the emissions produced by traditional coal fired power plants through their construction of air quality control systems known as scrubbers. Unamsco reported annual revenues of $84 million and EBITDA of approximately $19 million in 2008.

Commenting on Argan’s results, Rainer Bosselmann, Chairman and Chief Executive Officer stated, “We are pleased with our current year results, particularly the significant year over year increases in net revenues, net income and EBITDA and the sequential improvement in revenues when compared to the first quarter of fiscal 2010. We reported a decrease in revenues for the quarter when compared to last year primarily due to the completed construction of two biofuel production facilities in Texas, substantially completed during the current year.”

“Gemma’s backlog remains robust and our two largest current projects include the construction of gas fired electricity-generation plants. With their increased efficiencies and the ability to produce fewer emissions, we expect that gas-fired plants will continue to play an important long-term role in power generation development in the U.S., particularly with the increased emphasis on reducing greenhouse gas emissions. Likewise, with the significant growth in natural gas stockpiles in the U.S., gas-fired plants will likely see benefits such as increased accessibility and attractive pricing. We believe Gemma’s proven success in the construction of gas fired plants positions the company well as a market leader for future projects of this type.”

Mr. Bosselmann continued, “Our agreement with Unamsco provides a unique opportunity to diversify and grow our business. As environmental mandates gain additional support from the Federal Government, we believe Unamsco’s ability to provide clean air solutions through the installation of air quality control systems will complement Gemma’s core competencies and enable us to further capitalize on new opportunities in the engineering and construction space and expand our market share.”

About Argan, Inc.

Argan’s primary business is designing and building energy plants through its Gemma Power Systems subsidiary. These energy plants include traditional gas as well as alternative energy including biodiesel, ethanol, and renewable energy sources such as wind power. Argan also owns Southern Maryland Cable, Inc. and Vitarich Laboratories, Inc.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to: (1) the Company’s ability to achieve its business strategy while effectively managing costs and expenses; (2) the Company’s ability to successfully and profitably integrate acquisitions; and (3) the continued strong performance of the energy sector. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in Argan’s filings with the Securities and Exchange Commission. In addition, reference is hereby made to cautionary statements with respect to risk factors set forth in the Company’s most recent reports on Form 10-K and 10-Q, and other SEC filings.

Company Contact:	Investor Relations Contact:
Rainer Bosselmann/Arthur Trudel	John Nesbett/Jennifer Belodeau
301.315.0027	Institutional Marketing Services (IMS)
	203.972.9200

ARGAN, INC. AND SUBSIDIARIES
Consolidated Statements of Operations

	Three Months Ended July 31,						Six Months Ended July 31,
	(Unaudited)						(Unaudited)
	2009			2008			2009			2008
Net revenues
Power industry services	$	59,804,000		$	70,639,000		$	117,839,000		$	114,647,000
Nutritional products		3,452,000			2,226,000			6,270,000			4,625,000
Telecommunications infrastructure services		2,199,000			2,233,000			4,456,000			4,232,000
Net revenues		65,455,000			75,098,000			128,565,000			123,504,000
Cost of revenues
Power industry services		53,712,000			63,108,000			105,087,000			101,684,000
Nutritional products		3,162,000			2,395,000			5,720,000			4,718,000
Telecommunications infrastructure services		1,625,000			1,875,000			3,375,000			3,649,000
Cost of revenues		58,499,000			67,378,000			114,182,000			110,051,000
Gross profit		6,956,000			7,720,000			14,383,000			13,453,000
Selling, general and administrative expenses		3,188,000			4,016,000			6,401,000			8,027,000
Impairment losses		—			1,946,000			—			1,946,000
Income from operations		3,768,000			1,758,000			7,982,000			3,480,000
Interest income		24,000			432,000			75,000			936,000
Interest expense		(52,000	)		(108,000	)		(114,000	)		(228,000	)
Equity in the earnings (loss) of unconsolidated subsidiary		408,000			(165,000	)		1,018,000			(165,000	)
Income from operations before income taxes		4,148,000			1,917,000			8,961,000			4,023,000
Income tax expense		(1,463,000	)		(1,111,000	)		(3,309,000	)		(1,662,000	)
Net income	$	2,685,000		$	806,000		$	5,652,000		$	2,361,000
Earnings per share
Basic	$	0.20		$	0.07		$	0.42		$	0.21
Diluted	$	0.19		$	0.07		$	0.41		$	0.20
Weighted average number of shares outstanding
Basic		13,492,000			11,860,000			13,469,000			11,493,000
Diluted		13,771,000			12,226,000			13,756,000			11,854,000

ARGAN, INC. AND SUBSIDIARIES
Reconciliations to Consolidated EBITDA (Unaudited)

	Six Months Ended July 31,
	2009		2008
Net income, as reported	$	5,652,000	$	2,361,000
Interest expense		114,000		228,000
Income tax expense		3,309,000		1,662,000
Amortization of purchased intangible assets		178,000		1,174,000
Depreciation and other amortization		295,000		683,000
EBITDA	$	9,548,000	$	6,108,000

Reconciliations to EBITDA (Unaudited)
Power Industry Services

	Six Months Ended July 31,
	2009		2008
Income before income taxes, as reported	$	11,454,000	$	10,077,000
Interest expense		104,000		195,000
Amortization of purchased intangible assets		174,000		1,079,000
Depreciation and other amortization		95,000		99,000
EBITDA	$	11,827,000	$	11,450,000

Reconciliations to Consolidated EBITDA (Unaudited)

	Three Months Ended July 31,
	2009		2008
Net income, as reported	$	2,685,000	$	806,000
Interest expense		52,000		108,000
Income tax expense		1,463,000		1,111,000
Amortization of purchased intangible assets		89,000		402,000
Depreciation and other amortization		148,000		344,000
EBITDA	$	4,437,000	$	2,771,000

Reconciliations to EBITDA (Unaudited)
Power Industry Services

	Three Months Ended July 31,
	2009		2008
Income before income taxes, as reported	$	5,362,000	$	6,085,000
Interest expense		48,000		92,000
Amortization of purchased intangible assets		86,000		355,000
Depreciation and other amortization		48,000		51,000
EBITDA	$	5,544,000	$	6,583,000

Management uses EBITDA, a non-GAAP financial measure, for planning purposes, including the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management believes that EBITDA provides additional insight for analysts and investors in evaluating the Company’s financial and operational performance and in assisting investors in comparing the Company’s financial performance to those of other companies in the Company’s industry. However, EBITDA is not intended to be an alternative to financial measures prepared in accordance with GAAP and should not be considered in isolation from our GAAP results of operations. Pursuant to the requirements of SEC Regulation G, a reconciliation between the Company’s GAAP and non-GAAP financial results is provided above and investors are advised to carefully review and consider this information as well as the GAAP financial results that are presented in the Company’s SEC filings.

ARGAN, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

	July 31,			January 31,
	2009			2009
	(Unaudited)			(Note 1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	52,112,000		$	74,666,000
Accounts receivable, net of allowance for doubtful accounts		23,841,000			12,986,000
Escrowed cash		10,004,000			10,000,000
Costs and estimated earnings in excess of billings		10,231,000			6,325,000
Inventories, net of obsolescence reserve		2,140,000			1,347,000
Prepaid expenses and other current assets		1,145,000			768,000
Deferred income tax assets		1,303,000			1,660,000
TOTAL CURRENT ASSETS		100,776,000			107,752,000
Property and equipment, net of accumulated depreciation		1,071,000			1,214,000
Goodwill		18,476,000			18,476,000
Intangible assets, net of accumulated amortization		3,477,000			3,655,000
Investment in unconsolidated subsidiary		3,125,000			2,107,000
Deferred income tax assets		1,766,000			1,743,000
Other assets		136,000			217,000
TOTAL ASSETS	$	128,827,000		$	135,164,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	29,808,000		$	31,808,000
Accrued expenses		8,692,000			14,992,000
Billings in excess of cost and estimated earnings		1,409,000			5,102,000
Current portion of long-term debt		2,042,000			2,301,000
TOTAL CURRENT LIABILITIES		41,951,000			54,203,000
Long-term debt		833,000			1,833,000
Other liabilities		28,000			22,000
TOTAL LIABILITIES		42,812,000			56,058,000
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.10 per share; 500,000 shares authorized; no shares issued and outstanding		—			—
Common stock, par value $0.15 per share; 30,000,000 shares authorized; 13,519,184 and 13,437,684 shares issued at 7/31/09 and 1/31/09, and 13,515,951 and 13,434,451 shares outstanding at 7/31/09 and 1/31/09, respectively		2,027,000			2,015,000
Warrants outstanding		612,000			738,000
Additional paid-in capital		86,120,000			84,786,000
Accumulated other comprehensive loss		(26,000	)		(63,000	)
Accumulated deficit		(2,685,000	)		(8,337,000	)
Treasury stock, at cost; 3,233 shares at 7/31/09 and 1/31/09		(33,000	)		(33,000	)
TOTAL STOCKHOLDERS’ EQUITY		86,015,000			79,106,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	128,827,000		$	135,164,000

Note 1 — The condensed consolidated balance sheet as of January 31, 2009 has been derived from audited financial statements.