0001104659-19-049344.txt : 20190909 0001104659-19-049344.hdr.sgml : 20190909 20190909170557 ACCESSION NUMBER: 0001104659-19-049344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190909 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190909 DATE AS OF CHANGE: 20190909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARGAN INC CENTRAL INDEX KEY: 0000100591 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 131947195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31756 FILM NUMBER: 191083681 BUSINESS ADDRESS: STREET 1: ONE CHURCH STREET SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 301 315-0027 MAIL ADDRESS: STREET 1: ONE CHURCH STREET SUITE 201 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: PUROFLOW INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ULTRA DYNAMICS CORP DATE OF NAME CHANGE: 19830522 8-K 1 a19-18437_18k.htm 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 9, 2019

 

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))

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                                         o

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Title of Each Class:

 

Trading Symbol(s):

 

Name of each exchange on
which registered:

Common Stock, $0.15 par value

 

AGX

 

NYSE

 

 

 


 

Item 2.02.  Results of Operations and Financial Condition.

 

On September 9, 2019, Argan, Inc. (“Argan”) issued a press release announcing its financial results for the three and six months ended July 31, 2019. A copy of Argan’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued by Argan on September 9, 2019

 

2


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued by Argan on September 9, 2019

 

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 9, 2019

By:

/s/ David H. Watson

 

 

David H. Watson

 

 

Senior Vice President, Chief Financial Officer, Treasurer and Secretary

 

3


EX-99.1 2 a19-18437_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Argan, Inc. Reports Second Quarter Results

 

September 9, 2019 — ROCKVILLE, MD — Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) today announced financial results for its second quarter ended July 31, 2019. For additional information, please read the Company’s Quarterly Report on Form 10-Q, which the Company intends to file today with the U.S. Securities and Exchange Commission (the “SEC”). The Quarterly Report can be retrieved from the SEC’s website at www.sec.gov or from the Company’s website at www.arganinc.com.

 

Summary Information: (dollars in thousands, except per share data):

 

 

 

July 31,

 

 

 

 

 

2019

 

2018

 

Change

 

For the Quarter Ended:

 

 

 

 

 

 

 

Revenues

 

$

63,059

 

$

136,670

 

$

(73,611

)

Gross profit

 

2,965

 

30,708

 

(27,743

)

Gross profit margins

 

4.7

%

22.5

%

(17.8

)%

Net income attributable to the stockholders of the Company

 

$

1,154

 

$

16,972

 

$

(15,818

)

Diluted per share

 

0.07

 

1.08

 

(1.01

)

EBITDA attributable to the stockholders of the Company

 

(4,084

)

24,445

 

(28,529

)

Diluted per share

 

(0.26

)

1.56

 

(1.82

)

 

 

 

July 31,
2019

 

January 31,
2019

 

 

 

As of:

 

 

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$

233,624

 

$

296,531

 

$

(62,907

)

Net liquidity (1)

 

294,423

 

335,032

 

(40,609

)

Project backlog

 

1,369,000

 

1,094,000

 

275,000

 

 


(1)         We define net liquidity, or working capital, as our total current assets less our total current liabilities.

 

Our consolidated revenues for the three months ended July 31, 2019 were $63.1 million which represented a decline of $73.6 million from $136.7 million for the three months ended July 31, 2018. The decline is primarily due to Gemma Power Systems (“GPS”) reaching substantial completion on four gas-fired power plant projects during the year ended January 31, 2019 and concluding activities on a fifth gas-fired power plant early in the first quarter of the current fiscal year. We have not replaced those lost revenues as new project starts have taken longer to occur than anticipated. We expect this trend to reverse over the coming quarters as GPS has received a full notice to proceed (“FNTP”) on the largest project in its history. For the three months ended July 31, 2019, the majority of consolidated revenues were contributed by our separate businesses of The Roberts Company (“TRC”), which reported record quarterly revenues during the current quarter, and Atlantic Project Company (“APC”). Together, TRC and APC contributed 94% of consolidated revenues for the three months ended July 31, 2019.

 


 

As previously disclosed, APC, our international subsidiary, has encountered significant and escalating operational and contractual challenges in completing a subcontract on a biomass-fired power plant construction project in the United Kingdom. At this time, APC continues to perform the works on the plant and is negotiating with the customer in an effort to resolve differences. APC has conducted multiple comprehensive reviews of the remaining contract work, prepared updated timelines for the completion of the project and assessed other factors. Currently, we estimate that the forecasted costs to perform the contracted work will exceed projected revenues by $30.9 million. The total amount of this loss was recognized in our operating results for the six-month period ended July 31, 2019, including $3.4 million reflected in our operating results for the three months ended July 31, 2019.

 

However, an income tax benefit of $6.4 million, that was recognized for the current quarter, offset the contract loss for the quarter and resulted in net income attributable to our stockholders of $1.2 million, or $0.07 earnings per diluted share, for the three months ended July 31, 2019 compared to net income attributable to our stockholders of $17.0 million, or $1.08 earnings per diluted share, for the prior year quarter. EBITDA attributable to our stockholders for the quarter ended July 31, 2019 decreased to $(4.1) million, or $(0.26) per diluted share, from $24.4 million, or $1.56 per diluted share, for the prior year quarter. The Company paid its regular quarterly cash dividend of $0.25 per share in July.

 

As of July 31, 2019, our cash, cash equivalents and short-term investments totaled $234 million and net liquidity was $294 million; plus, we had no debt. As mentioned earlier, subsequent to quarter-end we were pleased to announce that GPS received a FNTP with engineering, procurement and construction activities under a contract for a 1,875 MW natural gas-fired power plant in Guernsey County, Ohio. Construction of this state-of-the-art combined cycle facility has begun with completion scheduled in 2022. Also, during the quarter, GPS entered into an EPC services contract to construct a 625 MW natural gas-fired power plant in Harrison County, West Virginia. Our project backlog has been increased to approximately $1.4 billion as of July 31, 2019 from $1.1 billion as of January 31, 2019.

 

Commenting on Argan’s results, Rainer Bosselmann, Chairman and Chief Executive Officer, stated, “We were delighted to receive an FNTP on a major project for Gemma as we convert business development efforts and project backlog into active jobs. We are also pleased with record revenues at Roberts this quarter though our overall bottom line was negatively impacted by an additional $3.4 million loss on our APC project in the United Kingdom. We look forward to increased revenues over the next couple of years as Gemma starts new projects over the next several quarters.”

 

About Argan, Inc.

 

Argan’s primary business is providing a full range of services to the power industry, including the engineering, procurement and construction of natural gas-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 SMC Infrastructure Solutions, which provides telecommunications infrastructure services, and The Roberts Company, which is a fully integrated fabrication, construction and industrial plant services company.

 

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and our future financial performance is subject to risks and uncertainties including but not limited to: (1) the strong operational performance of GPS; (2) the Company’s ability to mitigate losses related to APC’s loss contract; (3) the Company’s successful addition of new contracts to backlog and the Company’s receipt of notices to proceed with the corresponding contract activities; and (4) the Company’s ability to execute on 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 described from time to time in Argan’s filings with the SEC. In addition, reference is hereby made to the cautionary statements made by us with respect to risk factors set forth in the Company’s most recent reports on Form 10-Q and 10-K, 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

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended
July 31,

 

Six Months Ended
July 31,

 

 

 

2019

 

2018

 

2019

 

2018

 

REVENUES

 

$

63,059

 

$

136,670

 

$

112,603

 

$

278,036

 

Cost of revenues

 

60,094

 

105,962

 

130,664

 

231,876

 

GROSS PROFIT (LOSS)

 

2,965

 

30,708

 

(18,061

)

46,160

 

Selling, general and administrative expenses

 

10,038

 

10,378

 

19,626

 

20,015

 

Impairment loss

 

 

 

2,072

 

 

(LOSS) INCOME FROM OPERATIONS

 

(7,073

)

20,330

 

(39,759

)

26,145

 

Other income, net

 

1,642

 

2,928

 

3,894

 

3,692

 

(LOSS) INCOME BEFORE INCOME TAXES

 

(5,431

)

23,258

 

(35,865

)

29,837

 

Income tax benefit (expense)

 

6,411

 

(6,314

)

6,932

 

(8,051

)

NET INCOME (LOSS)

 

980

 

16,944

 

(28,933

)

21,786

 

Net loss attributable to non-controlling interests

 

(174

)

(28

)

(287

)

(23

)

NET INCOME (LOSS) ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.

 

1,154

 

16,972

 

(28,646

)

21,809

 

Foreign currency translation adjustments

 

(6

)

(693

)

(1,060

)

(1,272

)

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.

 

$

1,148

 

$

16,279

 

$

(29,706

)

$

20,537

 

 

 

 

 

 

 

 

 

 

 

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

$

1.09

 

$

(1.84

)

$

1.40

 

Diluted

 

$

0.07

 

$

1.08

 

$

(1.84

)

$

1.39

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

Basic

 

15,633

 

15,568

 

15,608

 

15,568

 

Diluted

 

15,757

 

15,673

 

15,608

 

15,673

 

 

 

 

 

 

 

 

 

 

 

CASH DIVIDENDS PER SHARE

 

$

0.25

 

$

0.25

 

$

0.50

 

$

0.50

 

 


 

ARGAN, INC. AND SUBSIDIARIES

Reconciliations to EBITDA

(In thousands)(Unaudited)

 

 

 

Three Months Ended July 31,

 

 

 

2019

 

2018

 

Net income

 

$

980

 

$

16,944

 

Less EBITDA attributable to noncontrolling interests

 

172

 

28

 

Interest expense

 

 

110

 

Income tax (benefit) expense

 

(6,411

)

6,314

 

Depreciation

 

882

 

796

 

Amortization of purchased intangible assets

 

293

 

253

 

EBITDA attributable to the stockholders of the Company

 

$

(4,084

)

$

24,445

 

 

 

 

Six Months Ended July 31,

 

 

 

2019

 

2018

 

Net (loss) income

 

$

(28,933

)

$

21,786

 

Less EBITDA attributable to noncontrolling interests

 

287

 

23

 

Interest expense

 

 

659

 

Income tax (benefit) expense

 

(6,932

)

8,051

 

Depreciation

 

1,711

 

1,567

 

Amortization of purchased intangible assets

 

592

 

506

 

EBITDA attributable to the stockholders of the Company

 

$

(33,275

)

$

32,592

 

 

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 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 the Company’s results of operations presented in accordance with GAAP. Consistent with the requirements of SEC Regulation G, reconciliations of the Company’s non-GAAP financial results from net income 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 Company’s SEC filings.

 


 

ARGAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

 

 

July 31, 2019

 

January 31, 2019

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

170,710

 

$

164,318

 

Short-term investments

 

62,914

 

132,213

 

Accounts receivable, net

 

45,989

 

36,174

 

Contract assets

 

51,742

 

58,357

 

Other current assets

 

21,782

 

25,286

 

TOTAL CURRENT ASSETS

 

353,137

 

416,348

 

Property, plant and equipment, net

 

20,903

 

19,778

 

Goodwill

 

30,766

 

32,838

 

Other purchased intangible assets, net

 

5,545

 

6,137

 

Right-of-use assets

 

1,043

 

 

Deferred taxes

 

7,979

 

1,257

 

Other assets

 

351

 

290

 

TOTAL ASSETS

 

$

419,724

 

$

476,648

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

$

26,028

 

$

39,870

 

Accrued expenses

 

30,928

 

33,097

 

Contract liabilities

 

1,758

 

8,349

 

TOTAL CURRENT LIABILITIES

 

58,714

 

81,316

 

Lease liabilities

 

616

 

 

Other noncurrent liabilities

 

1,325

 

960

 

TOTAL LIABILITIES

 

60,655

 

82,276

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

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; 15,636,535 and 15,577,102 shares issued at July 31 and January 31, 2019, respectively; 15,633,302 and 15,573,869 shares outstanding at July 31 and January 31, 2019, respectively

 

2,346

 

2,337

 

Additional paid-in capital

 

147,445

 

144,961

 

Retained earnings

 

211,167

 

247,616

 

Accumulated other comprehensive loss

 

(1,406

)

(346

)

TOTAL STOCKHOLDERS’ EQUITY

 

359,552

 

394,568

 

Non-controlling interests

 

(483

)

(196

)

TOTAL EQUITY

 

359,069

 

394,372

 

TOTAL LIABILITIES AND EQUITY

 

$

419,724

 

$

476,648

 

 


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