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): June 7, 2016
ARGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-31756 |
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13-1947195 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
One Church Street, Suite 201, Rockville, MD |
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20850 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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 June 7, 2016, Argan, Inc. (Argan) issued a press release announcing its financial results for the three months ended April 30, 2016. A copy of Argans 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. |
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Description |
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99.1 |
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Press Release issued by Argan on June 7, 2016. |
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.
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ARGAN, INC. | |
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Date: June 13, 2016 |
By: |
/s/ David H. Watson |
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David H. Watson |
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Senior Vice President, Chief Financial |
EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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Press Release issued by Argan on June 7, 2016. |
Exhibit 99.1
Argan, Inc. Reports First Quarter Results
June 7, 2016 ROCKVILLE, MD Argan, Inc. (NYSE: AGX) (the Company) today announced financial results for its first quarter ended April 30, 2016. Please read the Companys Quarterly Report on Form 10-Q, which the Company expects to file tomorrow with the U.S. Securities and Exchange Commission (the SEC), which can be retrieved from the SECs website at www.sec.gov or from the Companys website at www.arganinc.com.
Summary Information: (dollars in thousands, except per share data (unaudited)):
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April 30, |
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January 31, |
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2016 |
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2016 |
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Change |
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% Change |
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For the Quarter Ended: |
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Revenues |
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$ |
130,348 |
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$ |
116,386 |
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$ |
13,962 |
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12 |
% |
Cost of revenues |
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102,046 |
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92,843 |
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9,203 |
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10 |
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Gross profit |
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28,302 |
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23,543 |
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4,759 |
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20 |
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Gross margins |
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21.7 |
% |
20.2 |
% |
1.5 |
% |
7 |
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Net income attributable to the stockholders of the Company |
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$ |
12,230 |
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$ |
6,728 |
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$ |
5,502 |
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82 |
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Diluted per share |
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0.81 |
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0.45 |
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0.36 |
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80 |
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EBITDA attributable to the stockholders of the Company |
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20,157 |
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12,777 |
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7,380 |
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58 |
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Diluted per share |
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1.34 |
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0.85 |
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0.49 |
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58 |
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As of: |
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Cash, cash equivalents and short-term investments |
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$ |
319,655 |
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$ |
275,007 |
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$ |
44,658 |
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16 |
% |
Billings in excess of costs and estimated earnings |
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134,621 |
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105,863 |
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28,758 |
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27 |
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Backlog |
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1,463,000 |
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1,148,000 |
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315,000 |
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27 |
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Highlights for the Quarter:
· Revenues increased 12% to $130 million for the quarter ended April 30, 2016 as compared to $116 million in the prior quarter.
· Net income attributable to the stockholders of Argan increased 82% to $12.2 million, or $0.81 per diluted share, for the quarter ended April 30, 2016.
· Gemma Power Systems (Gemma), a wholly owned subsidiary of ours, received a full notice-to-proceed with EPC activities for a 785 MW dual-fuel combined cycle electric generating facility (CPV Towantic) to be located in Oxford, Connecticut. With the addition of CPV Towantic, our backlog increased 27% to $1.5 billion as of April 30, 2016.
· Gemma reached substantial completion on one large, gas-fired power plant during the quarter.
First Quarter Results:
Revenue increased 12% to $130 million over last quarter primarily due to Gemma ramping up work on five new projects and a full quarter of revenues from The Roberts Company (Roberts) which we acquired in December of last quarter, partially offset by a decrease in revenues from two existing Gemma projects. Our gross profit increased $4.8 million to $28.3 million compared to last quarter due to improved performance and reduced estimated costs to complete certain fixed price projects, particularly at Gemma and Roberts. Net income attributable to our stockholders for the first quarter increased 82% to $12.2 million, or $0.81 per diluted share, from $6.7 million, or $0.45 per diluted share, for the prior quarter. Likewise, EBITDA attributable to our stockholders for the first quarter increased 58% to $20.2 million, or $1.34 per diluted share, from $12.8 million, or $0.85 per diluted share, for the prior quarter. The increase in earnings is due primarily to the aforementioned $4.8 million increase in gross profit, a $2.0 million decrease in selling, general and administrative expenses due to year-end incentive compensation incurred in the prior quarter, and a $0.5 million reduction from the impact of noncontrolling interests.
Commenting on Argans first quarter results, Rainer Bosselmann, Chairman and Chief Executive Officer, stated, We are pleased with the first quarter results and the continued growth we are experiencing. While we wrap up work at two major power plant projects, we are focusing on ramping up our five new projects. This activity along with the acquisitions of Roberts and Atlantic Projects Company has resulted in our revenue concentration being less than 18% in any one project for the quarter. With a backlog of $1.5 billion, we look forward to the continued ramp in our increasingly diversified revenues over the remainder of the year.
About Argan, Inc.
Argans primary business is providing a full range of services to the power industry including the engineering, procurement and construction of gas-fired and biomass-fired power plants, along with related commissioning, operations management, maintenance, project development and consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns Southern Maryland Cable, which provides telecommunications infrastructure services, and The Roberts Company, which is a fully integrated fabrication, construction and plant services company.
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 continued strong performance of our power industry services business; (2) the Companys ability to successfully and profitably integrate acquisitions; and (3) the Companys ability to achieve its business strategy while effectively managing costs and expenses. 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 Argans filings with the SEC. In addition, reference is hereby made to cautionary statements with respect to risk factors set forth in the Companys most recent reports on Form 10-K and 10-Q, and other SEC filings.
Company Contact: |
Investor Relations Contact: |
Rainer Bosselmann |
David Watson |
301.315.0027 |
301.315.0027 |
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited) (In thousands, except per share data)
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Three Months Ended April 30, |
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2016 |
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2015 |
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REVENUES |
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Power industry services |
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$ |
108,099 |
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$ |
82,884 |
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Industrial fabrication and field services |
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20,410 |
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Telecommunications infrastructure services |
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1,839 |
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2,604 |
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Revenues |
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130,348 |
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85,488 |
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COST OF REVENUES |
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Power industry services |
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83,698 |
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62,379 |
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Industrial fabrication and field services |
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16,988 |
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Telecommunications infrastructure services |
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1,360 |
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1,942 |
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Cost of revenues |
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102,046 |
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64,321 |
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GROSS PROFIT |
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28,302 |
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21,167 |
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Selling, general and administrative expenses |
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7,047 |
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5,540 |
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INCOME FROM OPERATIONS |
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21,255 |
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15,627 |
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Other income, net |
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37 |
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85 |
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INCOME BEFORE INCOME TAXES |
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21,292 |
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15,712 |
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Income tax expense |
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7,172 |
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4,861 |
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NET INCOME |
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14,120 |
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10,851 |
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Net income attributable to noncontrolling interests |
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1,890 |
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3,348 |
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NET INCOME ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC. |
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$ |
12,230 |
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$ |
7,503 |
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EARNINGS PER SHARE ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC. |
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Basic |
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$ |
0.82 |
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$ |
0.51 |
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Diluted |
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$ |
0.81 |
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$ |
0.50 |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
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Basic |
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14,842 |
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14,637 |
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Diluted |
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15,055 |
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14,864 |
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ARGAN, INC. AND SUBSIDIARIES
Reconciliations to EBITDA
Consolidated Operations
(Unaudited)(In thousands)
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Three Months Ended |
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April 30, 2016 |
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January 31, 2016 |
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Net income |
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$ |
14,120 |
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$ |
9,160 |
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Less net income attributable to noncontrolling interests |
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(1,890 |
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(2,432 |
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Interest expense |
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9 |
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Income tax expense |
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7,172 |
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5,458 |
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Depreciation |
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434 |
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393 |
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Amortization of purchased intangible assets |
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321 |
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189 |
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EBITDA attributable to the stockholders of Argan, Inc. |
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$ |
20,157 |
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$ |
12,777 |
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Management uses EBITDA, a non-GAAP financial measure, for planning purposes, including the preparation of operating budgets and the determination of appropriate levels of operating and capital investments. Management believes that EBITDA provides additional insight for analysts and investors in evaluating the Companys financial and operational performance and in assisting investors in comparing the Companys financial performance to those of other companies in the Companys 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 the Companys GAAP results of operations. Pursuant to the requirements of SEC Regulation G, reconciliations between the Companys GAAP and non-GAAP financial results are included in the presentations above and investors are advised to carefully review and consider this information as well as the GAAP financial results that are presented in the Companys SEC filings.
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands, except per share data)
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April 30, 2016 |
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January 31, 2016 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
191,430 |
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$ |
160,909 |
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Short-term investments |
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128,225 |
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114,098 |
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Accounts receivable, net |
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70,903 |
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64,185 |
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Costs and estimated earnings in excess of billings |
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4,077 |
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4,078 |
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Deferred income taxes |
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1,018 |
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1,111 |
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Prepaid expenses and other current assets |
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5,481 |
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7,342 |
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TOTAL CURRENT ASSETS |
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401,134 |
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351,723 |
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Property, plant and equipment, net |
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12,184 |
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12,308 |
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Goodwill |
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36,813 |
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37,405 |
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Intangible assets, net |
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9,023 |
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9,344 |
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Other assets |
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112 |
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122 |
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TOTAL ASSETS |
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$ |
459,266 |
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$ |
410,902 |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
50,804 |
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$ |
46,395 |
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Accrued expenses |
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32,928 |
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35,454 |
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Billings in excess of costs and estimated earnings |
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134,621 |
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105,863 |
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TOTAL CURRENT LIABILITIES |
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218,353 |
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187,712 |
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Deferred income taxes |
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3,139 |
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1,335 |
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TOTAL LIABILITIES |
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221,492 |
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189,047 |
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STOCKHOLDERS EQUITY |
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Preferred stock, par value $0.10 per share 500 shares authorized; no shares issued and outstanding |
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Common stock, par value $0.15 per share 30,000 shares authorized; 14,862 and 14,840 shares issued at April 30, 2016 and January 31, 2016, respectively; 14,858 and 14,836 shares outstanding at April 30, 2016 and January 31, 2016, respectively |
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2,229 |
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2,226 |
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Additional paid-in capital |
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118,425 |
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117,274 |
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Retained earnings |
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111,811 |
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99,581 |
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Accumulated other comprehensive income (loss) |
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80 |
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(565 |
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TOTAL STOCKHOLDERS EQUITY |
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232,545 |
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218,516 |
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Noncontrolling interests |
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5,229 |
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3,339 |
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TOTAL EQUITY |
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237,774 |
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221,855 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
459,266 |
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$ |
410,902 |
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