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): June 8, 2022

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	New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

On June 8, 2022, Argan, Inc. (“Argan”) issued a press release announcing its financial results for the three months ended April 30, 2022. A copy of Argan’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On June 8, 2022, Argan issued a press release announcing that its wholly owned subsidiary, Atlantic Projects Company, recently entered into engineering and construction services contracts with the Electricity Supply Board to construct three 65 MW aero-derivative gas turbine flexible generation power plants in and around Dublin, Ireland. A copy of Argan’s press release is attached to this report as Exhibit 99.2 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 June 8, 2022
99.2	Press Release issued by Argan on June 8, 2022
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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: June 8, 2022	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. Reports First Quarter Results

June 8, 2022 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) today announces financial results for its first quarter ended April 30, 2022. 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)

	April 30,
	2022			2021			Change
For the Quarter Ended:
Revenues	$	100,277		$	126,341		$	(26,064)
Gross profit		19,738			23,714			(3,976)
Gross margin %		19.7	%		18.8	%		0.9	%
Net income	$	7,485		$	10,766		$	(3,281)
Diluted per share		0.50			0.67			(0.17)
EBITDA		10,733			15,644			(4,911)
Cash dividends per share		0.25			0.25			—

	April 30,		January 31,
As of:	2022		2022		Change
Cash, cash equivalents and short-term investments	$	367,484	$	440,498	$	(73,014)
Net liquidity (1)		261,317		284,257		(22,940)
RUPO (2)		339,162		397,023		(57,861)

(1)	Net liquidity, or working capital, is defined as total current assets less total current liabilities.
(2)	The amount of remaining unsatisfied performance obligations (“RUPO”) represents the project backlog related to active contracts with customers, as determined under revenue recognition rules.

“We continue to be pleased with the current execution on all of our major projects despite the well-publicized global supply chain disruptions, current inflationary challenges and continued COVID-19 pandemic impacts. These successes for all of our stakeholders reflect the talent and adaptability of our employees,” Rainer Bosselmann, Chairman and Chief Executive Officer of Argan, said. “Earlier today, our international efforts continued to expand, as we announced entering into three new engineering and construction contracts for 195 MW power projects in Ireland. Our sales efforts continue to be a major priority, and we believe there are a number of meaningful projects that will start this year for each of our subsidiaries. Our earnings per share of $0.50 for the first quarter is a reasonable start to the year and we look forward to building on it throughout Fiscal 2023.”  

Consolidated revenues for the quarter ended April 30, 2022 were $100.3 million. The primary revenue drivers were the post peak construction activities associated with the Guernsey Power Station project in

Ohio, early construction activities on the Kilroot power project in Northern Ireland and an overall sustained level of activity at each business segment. Additionally, during the quarter, the Maple Hill solar energy project revenues were adversely affected by the market disruption in the supply of photovoltaic panels. Consolidated revenues for the quarter ended April 30, 2021 reflected primarily the peak construction activities associated with the Guernsey Power Station project.

For the three-month period ended April 30, 2022, we reported a consolidated gross profit of approximately $19.7 million which represented a gross profit percentage of approximately 19.7% of corresponding consolidated revenues.  The gross profit percentages of corresponding revenues for the power industry services, industrial services and the telecommunications infrastructure segments were 20.2%, 17.0% and 26.2%, respectively, for the quarter ended April 30, 2022.

Selling, general and administrative expenses for the three months ended April 30, 2022 and 2021, were $10.6 million and $9.9 million, respectively. For three months ended April 30, 2022, net income attributable to our stockholders was $7.5 million, or $0.50 per diluted share. For the three months ended April 30, 2021, we reported net income attributable to our stockholders in the amount of $10.8 million, or $0.67 per diluted share.

As of April 30, 2022, cash, cash equivalents and short-term investments totaled $367 million and net liquidity was $261 million; furthermore, the Company had no debt. The $73 million reduction in cash, cash equivalents and short-term investments from January 31, 2022 reflected the expected cash flow cycle of two significant projects, the payment of dividends and the repurchase of shares.  During the three months ended April 30, 2022, the Company repurchased 710,879 shares of common stock at a cost of $27 million.   To date, the Company has repurchased 1,621,808 shares of common stock, or approximately 10% of its outstanding shares, at a cost of approximately $61.7 million under the $75 million share repurchase program authorization. The Company’s consolidated amount of RUPO was approximately $339 million as of April 30, 2022.

About Argan

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 on the engineering, procurement and construction of natural gas-fired power plants and renewable energy facilities, 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 The Roberts Company, which is a fully integrated fabrication, construction and industrial plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Reference is hereby made to the cautionary statements made by the Company with respect to risk factors set forth in its most recent reports on Form 10-K, Forms 10-Q and other SEC filings. The Company’s future financial performance is subject to risks and uncertainties including, but not limited to, the successful addition of new contracts to project backlog, the receipt of corresponding notices to proceed with contract activities, the Company’s ability to successfully complete the projects that it obtains and the resurgence of the COVID-19 pandemic due to the spread of various variants. The Company has several signed EPC contracts that have not started and may not start as forecasted due to market and other circumstances beyond its 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 the risk factors highlighted above and described regularly in the Company’s 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
	April 30,
	2022		2021
REVENUES	$	100,277	$	126,341
Cost of revenues		80,539		102,627
GROSS PROFIT		19,738		23,714
Selling, general and administrative expenses		10,575		9,892
INCOME FROM OPERATIONS		9,163		13,822
Other income, net		595		712
INCOME BEFORE INCOME TAXES		9,758		14,534
Income tax expense		(2,273)		(3,768)
NET INCOME		7,485		10,766
Net income attributable to the non-controlling interest		—		—
NET INCOME ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.		7,485		10,766
Foreign currency translation adjustments		(1,264)		(118)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.	$	6,221	$	10,648
NET INCOME PER SHARE ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.
Basic	$	0.50	$	0.68
Diluted	$	0.50	$	0.67
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		14,910		15,726
Diluted		14,992		15,961
CASH DIVIDENDS PER SHARE	$	0.25	$	0.25

ARGAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	April 30,		January 31,
	2022		2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	192,255	$	350,472
Short-term investments		175,229		90,026
Accounts receivable, net		36,047		26,978
Contract assets		6,880		4,904
Other current assets		37,180		34,904
TOTAL CURRENT ASSETS		447,591		507,284
Property, plant and equipment, net		9,936		10,460
Goodwill		28,033		28,033
Other purchased intangible assets, net		3,175		3,322
Right-of-use, deferred tax and other assets		4,075		4,486
TOTAL ASSETS	$	492,810	$	553,585
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	39,942	$	41,822
Accrued expenses		39,365		53,315
Contract liabilities		106,967		127,890
TOTAL CURRENT LIABILITIES		186,274		223,027
Noncurrent liabilities		4,523		4,963
TOTAL LIABILITIES		190,797		227,990
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; 15,827,772 and 15,788,673 shares issued at April 30, 2022 and January 31, 2022, respectively; 14,585,908 and 15,257,688 shares outstanding at April 30, 2022 and January 31, 2022, respectively		2,374		2,368
Additional paid-in capital		159,170		158,190
Retained earnings		192,463		188,690
Less treasury stock, at cost – 1,241,864 and 530,985 shares at April 30, 2022 and January 31, 2022, respectively		(47,482)		(20,405)
Accumulated other comprehensive loss		(3,715)		(2,451)
TOTAL STOCKHOLDERS’ EQUITY		302,810		326,392
Non-controlling interest		(797)		(797)
TOTAL EQUITY		302,013		325,595
TOTAL LIABILITIES AND EQUITY	$	492,810	$	553,585

ARGAN, INC. AND SUBSIDIARIES

Reconciliation to EBITDA

(In thousands)(Unaudited)

	Three Months Ended
	April 30,
	2022		2021
Net income, as reported	$	7,485	$	10,766
Income tax expense		2,273		3,768
Depreciation		809		882
Amortization of purchased intangible assets		166		228
EBITDA		10,733		15,644
EBITDA of the non-controlling interest		—		—
EBITDA attributable to the stockholders of Argan, Inc.	$	10,733	$	15,644

EX-99.2

Exhibit 99.2

Argan, Inc.’s Wholly Owned Subsidiary Atlantic Projects Company

Enters into Engineering and Construction Contracts for

195 MW Power Projects in Ireland.

June 8, 2022 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) announces that its wholly owned subsidiary, Atlantic Projects Company (“APC”), recently entered into engineering and construction services contracts with the Electricity Supply Board (“ESB”) to construct three 65 MW aero-derivative gas turbine flexible generation power plants in and around Dublin, Ireland. Two of the power plants, Poolbeg and Ringsend FlexGen Power Plants, will be located on the Poolbeg Peninsula, and the Corduff FlexGen Power Plant is to be built in Goddamendy, Dublin. All three projects cleared the SEM 2024/2025 T-3 Capacity auction earlier this year and are expected to operate intermittently during peak periods of electricity demand and as back-up supply options when renewable electricity generation is limited. A full notice to proceed has been received and project activities have commenced. The completion of each power plant is expected in the latter half of 2023.

“These are major investments by ESB as they phase out coal and peat power plants and maintain the long-term stability of the electricity system in Ireland as increasing levels of intermittent renewables are added.  We are delighted to have been chosen by ESB, a long-term customer of ours, to provide engineering and construction services for these strategic projects and we look forward to successful delivery of three power plants,” said Billy Nolan, Managing Director, Atlantic Projects Company.  

Argan will add the value of these contracts to its project backlog immediately.

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.

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 circumstances 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

XML

Document and Entity Information	Jun. 08, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 08, 2022
Entity File Number	001-31756
Entity Registrant Name	ARGAN, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-1947195
Entity Address, Address Line One	One Church Street
Entity Address, Adress Line Two	Suite 201
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	315-0027
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.15 Par Value
Trading Symbol	AGX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000100591
Amendment Flag	false