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 10, 2020

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:

¨ 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))

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 ¨

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. ¨

Title of Each Class:	Trading Symbol(s):	Name of each exchange on which registered:
Common Stock, $0.15 par value	AGX	NYSE

Item 8.01. Other Events.

Press Release

On March 10, 2020, Argan, Inc. (“Argan”) issued a press release announcing that its wholly owned subsidiary, Gemma Power Systems, recently entered into an engineering, procurement and construction services contract with ESC Brooke County Power I, LLC to construct Brooke County Power, a 920 MW natural gas-fired power plant, in Brooke County, West Virginia. The facility is being developed by Energy Solutions Consortium, LLC and construction activities are scheduled to start in 2020 once financial close is achieved. Argan anticipates adding the value of this contract to project backlog closer to the project’s expected start date.

A copy of Argan’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

COVID-19

Like many other companies, the coronavirus (COVID-19) outbreak threatens our supply chain. While we have no operations in China or in other countries significantly impacted by COVID-19, the Company and certain of its major original equipment manufacturers source certain supplies, materials and equipment from these countries.  Production disruptions related to the spreading of this virus could negatively impact our schedules thereby adversely affecting our ability to complete large fixed-price contract projects on a timely basis. If the outbreak becomes a global pandemic, it could significantly challenge the Company’s ability to conduct normal operations especially at job sites where sustained labor productivity is essential to the achievement of successful projects. We are actively attempting to manage these risks.

However, due to the uncertainty regarding the duration and extent of the COVID-19 outbreak, the severity of the operational and financial impacts on the Company will depend on how long and disperse the disruptions in a variety of areas prove to be including the capital markets, the Company’s customers and supply chains, and the Company’s labor force. The current impacts of the outbreak on the Company’s businesses are not quantifiable at this time. The Company intends to provide a further update when it files its next annual report on Form 10-K in April 2020.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release issued by Argan on March 10, 2020

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Argan on March 10, 2020

SIGNATURE

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: March 10, 2020	By:	/s/ David H. Watson
		David H. Watson
		Senior Vice President, Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1  

Argan, Inc.’s Wholly Owned Subsidiary Gemma Power Systems Enters into an EPC Contract for a 920 MW Power Project in West Virginia

March 10, 2020 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) announced today that in late February 2020 its wholly owned subsidiary, Gemma Power Systems (”Gemma”), entered into an engineering, procurement and construction (“EPC”) services contract with ESC Brooke County Power I, LLC to construct Brooke County Power, a 920 MW natural gas-fired power plant, in Brooke County, West Virginia. The facility is being developed by Energy Solutions Consortium, LLC (“ESC”) and construction activities are scheduled to start in 2020 once financial close is achieved.

“ESC Brooke County Power I, LLC will create jobs, source fuel regionally, and use state-of-the-art generation technology for maximum efficiency and minimum emissions. We look forward to working alongside Gemma and General Electric to bring this significant plant capable of powering the equivalent of 700,000 homes to completion,” said Drew Dorn, President of ESC.

“Gemma has been providing EPC solutions to clients for almost 25 years and we are excited that ESC has given us the opportunity to demonstrate our effectiveness and capabilities to help deliver cleaner, reliable energy to Brooke County and to the PJM power market,” said Charles E. Collins, IV, Co-President of Gemma Power Systems.

Argan anticipates adding the project to backlog closer to its expected start date.

About Argan, Inc.

Argan’s primary business is providing a full range of services to the power industry including the renewable energy sector. Argan’s service offerings focus primarily on 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.

About Energy Solutions Consortium, LLC

Since 2011, ESC has developed projects featuring clean-burning natural gas power plants that utilize the most efficient combined cycle technology available. ESC focuses on using locally abundant natural gas to support the redevelopment of brownfield and legacy industrial sites to create substantial economic benefits for the communities in which it operates.

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, the Company’s successful addition of new contracts to project backlog, the Company’s receipt of corresponding notices to proceed with contract activities and the Company’s ability to successfully complete the projects that it obtains. The Company has entered into several EPC contracts that have not started and may not start as planned due to market and other factors out of the Company’s control.  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 SEC. In addition, reference is hereby made to cautionary statements with respect to risk factors set forth in the Company’s most recent reports on Forms 10-K and 10-Q, and in other SEC filings.

Company Contact:	Investor Relations Contact:
Rainer Bosselmann	David Watson
301.315.0027	301.315.0027