8-K
ARGAN INC (AGX)
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 4, 2025
ARGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
|---|---|---|---|---|
| Delaware | 001-31756 | 13-1947195 | ||
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) | ||
| | | | ||
| --- | --- | --- | ||
| | | | ||
| 4075 Wilson Boulevard, Suite 440, Arlington, Virginia | 22203 | |||
| (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 4, 2025, Argan, Inc. (“Argan”) issued a press release announcing its financial results for the three months ended April 30, 2025. 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 June 4, 2025 | |
| 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 4, 2025 | By: | /s/ Joshua S. Baugher | |||
| Joshua S. Baugher | |||||
| Senior Vice President, Chief Financial Officer and Treasurer |
Exhibit 99.1
Argan, Inc. Reports First Quarter Fiscal 2026 Results
Company Reports Record Backlog of $1.9 Billion
June 4, 2025 – ARLINGTON, VA – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) today announces financial results for its first quarter of fiscal year 2026 ended April 30, 2025. The Company will host an investor conference call today, June 4, 2025, at 5:00 p.m. ET.
Consolidated Financial Highlights
($ in thousands, except per share data)
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | April 30, | | | | |||||
| For the Quarter Ended: | 2025 | 2024 | Change | |||||||
| Revenues | | $ | 193,660 | | $ | 157,682 | | $ | 35,978 | |
| Gross profit | | 36,863 | | 17,944 | | 18,919 | | |||
| Gross margin % | | 19.0 | % | 11.4 | % | 7.6 | % | |||
| Net income | | $ | 22,550 | | $ | 7,882 | | $ | 14,668 | |
| Diluted earnings per share | | 1.60 | | 0.58 | | 1.02 | | |||
| EBITDA | | | 30,299 | | | 11,890 | | | 18,409 | |
| EBITDA as a % of revenues | | | 15.6 | % | | 7.5 | % | | 8.1 | % |
| Cash dividends per share | | 0.375 | | 0.300 | | 0.075 | |
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | **** | April 30, | | January 31, | | | ||||
| As of: | | 2025 | | 2025 | | Change | **** | |||
| Cash, cash equivalents and investments | | $ | 546,457 | | $ | 525,137 | | $ | 21,320 | |
| Net liquidity ^(1)^ | | 315,127 | | 301,443 | | 13,684 | | |||
| Share repurchase treasury stock, at cost | | | 114,018 | | | 105,643 | | | 8,375 | |
| Project backlog | | 1,856,000 | | 1,361,000 | | 495,000 | |
| ^(1)^ | | Net liquidity, or working capital, is defined as total current assets less total current liabilities. |
|---|
David Watson, President and Chief Executive Officer of Argan, commented, “Our first quarter results reflect a strong start to fiscal 2026, with consolidated revenue growth of 23% to $193.7 million, gross margin of 19.0%, significantly enhanced diluted earnings per share of $1.60, and EBITDA of $30.3 million. During the first quarter, we also received full notice to proceed for the Sandow Lakes Power Station, a 1.2 GW ultra-efficient combined-cycle natural gas-fired plant in Lee County, Texas, which increased our backlog to a record $1.9 billion as of April 30, 2025.
“In addition to our record backlog, our project pipeline is robust, reflecting the energy industry’s urgent response to the growing strain on our power grids related to the building of data centers, the onshoring of complex manufacturing, and an increasing amount of EV charging activity. These activities require a constant supply of high-quality, reliable energy. For the first time in decades, energy demand is rising, coinciding with the end of the operational lives for a significant portion of the aging natural gas energy facilities capable of providing reliable, 24/7 power. After several years of underinvestment, there is an immediate need for the development of new energy resources, and Argan’s energy-agnostic capabilities
and proven track record of success position us well as we compete for the construction of large and complex power generating facilities.
“While we are excited about the number of opportunities we are seeing, we remain disciplined in our pursuit of profitable growth and committed to driving the best outcomes for the projects we take on. Argan is well positioned with the capabilities, financial flexibility, industry relationships and longstanding customer base to strengthen our leadership role as a partner of choice for the buildout of energy infrastructure.”
First Quarter Results
Consolidated revenues for the quarter ended April 30, 2025 were $193.7 million, an increase of $36.0 million, or 23%, from consolidated revenues of $157.7 million reported for the comparable prior year quarter. The increase in the number of current projects and contract backlog has resulted in increased project activity and the related revenues compared to the prior year quarter. During the first quarter of fiscal 2026, several recently awarded gas-fired power plant projects were in their early stages of activity with limited revenues while the Company’s mature projects continued to generate significant activity.
For the quarter ended April 30, 2025, Argan’s consolidated gross profit was $36.9 million, or 19.0% of consolidated revenues. The consolidated gross margin for the quarter reflects the changing mix of projects and contract types. Last year, during the first quarter ended April 30, 2024, gross profit was negatively impacted by a loss on an overseas project. Consolidated gross profit for the quarter ended April 30, 2024 was $17.9 million, or 11.4% of consolidated revenues.
Selling, general and administrative expenses increased by $1.1 million to $12.5 million for the quarter ended April 30, 2025, from $11.4 million in the comparable prior year quarter. However, as a percentage of revenues, these expenses declined to 6.5% in the first quarter of fiscal 2026 as compared to 7.2% in the first quarter of fiscal 2025.
Other income, net, for the three months ended April 30, 2025 was $5.4 million, which primarily reflected investment income earned during the period. During the quarter ended April 30, 2025, the Company recorded income tax expense of $7.2 million, primarily due to consolidated pre-tax book income of $29.8 million. For the comparable period last year, Argan recorded income tax expense of $3.4 million on pre-tax book income of $11.3 million.
For the quarter ended April 30, 2025, Argan achieved net income of $22.6 million, or $1.60 per diluted share, compared to $7.9 million, or $0.58 per diluted share, for last year’s first quarter. EBITDA for the quarter ended April 30, 2025 increased to $30.3 million compared to $11.9 million in the same quarter of last year.
Argan maintained a substantial total balance of cash, cash equivalents and investments during the quarter. The total balances were $546.5 million and $525.1 million as of April 30, 2025 and January 31, 2025, respectively. Balance sheet net liquidity was $315.1 million at April 30, 2025 and $301.4 million at January 31, 2025; furthermore, the Company had no debt.
Conference Call and Webcast
Argan will host a conference call and webcast for investors today, June 4, 2025, at 5:00 p.m. ET.
Domestic stockholders and interested parties may participate in the conference call by dialing (888) 506-0062 and international participants should dial (973) 528-0011; all callers shall use access code: 698123.
The call and the accompanying slide deck will also be webcast at:
https://www.webcaster4.com/Webcast/Page/2961/52474
The conference call and slide deck may also be accessed via the Investor Center section of the Company’s website at https://arganinc.com/investor-center. Please allow extra time prior to the call to visit the site.
A replay of the teleconference will be available until June 18, 2025, and can be accessed by dialing 877-481-4010 (domestic) or 919-882-2331 (international). The replay access code is 52474. A replay of the webcast can be accessed until June 4, 2026.
About Argan
Argan’s primary business is providing a full range of construction and related services to the power industry. 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, maintenance, project development and technical consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns The Roberts Company, which is a fully integrated industrial construction, fabrication and plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.
Non-GAAP Financial Measures
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Within this press release, the Company makes reference to earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP financial measure. The Company believes that the non-GAAP financial measure described in this press release is important to management and investors because the measure supplements the understanding of Argan’s ongoing operating results, excluding the effects of capital structure, depreciation, amortization, and income tax rates. The non-GAAP financial measure referred to above should be considered in conjunction with, and not as a substitute for, the GAAP financial information presented in this press release. Financial tables at the end of this press release provide a reconciliation of the non-GAAP financial measures to the comparable GAAP measures.
Safe Harbor Statement
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, and the Company’s ability to successfully complete the projects that it obtains. 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.
| <br><br><br><br><br><br> |
|---|
| <br><br><br><br><br><br> |
| Company Contact: |
| David Watson |
| 301.315.0027<br><br><br><br>Investor Relations Contacts: |
| John Nesbett/Jennifer Belodeau<br><br>IMS Investor Relations<br><br>203.972.9200 |
| --- |
| argan@imsinvestorrelations.com |
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended | ||||
| | | April 30, | ||||
| | 2025 | 2024 | ||||
| | | (Unaudited) | ||||
| REVENUES | | $ | 193,660 | | $ | 157,682 |
| Cost of revenues | | 156,797 | | 139,738 | ||
| GROSS PROFIT | | 36,863 | | 17,944 | ||
| Selling, general and administrative expenses | | 12,521 | | 11,425 | ||
| INCOME FROM OPERATIONS | | 24,342 | | 6,519 | ||
| Other income, net | | 5,444 | | 4,794 | ||
| INCOME BEFORE INCOME TAXES | | 29,786 | | 11,313 | ||
| Income tax expense | | 7,236 | | 3,431 | ||
| NET INCOME | | | 22,550 | | | 7,882 |
| | | | | | | |
| OTHER COMPREHENSIVE INCOME, NET OF TAXES | | | | | | |
| Foreign currency translation adjustments | | 3,621 | | | (790) | |
| Net unrealized gains (losses) on available-for-sale securities | | | 2,680 | | | (969) |
| COMPREHENSIVE INCOME | | $ | 28,851 | | $ | 6,123 |
| | | | | | | |
| EARNINGS PER SHARE | | | | |||
| Basic | | $ | 1.65 | | $ | 0.59 |
| Diluted | | $ | 1.60 | | $ | 0.58 |
| | | | | | | |
| WEIGHTED AVERAGE SHARES OUTSTANDING | | | | |||
| Basic | | 13,628 | | 13,257 | ||
| Diluted | | 14,112 | | 13,572 | ||
| | | | | | | |
| CASH DIVIDENDS PER SHARE | | $ | 0.375 | | $ | 0.300 |
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | April 30, | | January 31, | ||
| | **** | 2025 | **** | 2025 | ||
| | | (Unaudited) | | | | |
| ASSETS | | | ||||
| CURRENT ASSETS | | | ||||
| Cash and cash equivalents | | $ | 189,251 | | $ | 145,263 |
| Investments | | 357,206 | | | 379,874 | |
| Accounts receivable, net | | 106,499 | | 175,808 | ||
| Contract assets | | 30,358 | | 28,430 | ||
| Other current assets | | 54,763 | | 51,925 | ||
| TOTAL CURRENT ASSETS | | 738,077 | | 781,300 | ||
| Property, plant and equipment, net | | 14,512 | | 14,463 | ||
| Goodwill | | 28,033 | | 28,033 | ||
| Intangible assets, net | | 1,728 | | | 1,826 | |
| Deferred taxes, net | | | — | | | 552 |
| Right-of-use and other assets | | 9,805 | | | 10,053 | |
| TOTAL ASSETS | | $ | 792,155 | | $ | 836,227 |
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | ||||
| CURRENT LIABILITIES | | | ||||
| Accounts payable | | $ | 69,266 | | $ | 97,297 |
| Accrued expenses | | 69,891 | | 83,319 | ||
| Contract liabilities | | 283,793 | | 299,241 | ||
| TOTAL CURRENT LIABILITIES | | 422,950 | | 479,857 | ||
| Deferred taxes, net | | 667 | | — | ||
| Noncurrent liabilities | | 4,643 | | | 4,513 | |
| TOTAL LIABILITIES | | 428,260 | | 484,370 | ||
| | | | | | | |
| 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; 15,828,289 shares issued; 13,638,569 and 13,634,214 shares outstanding at April 30, 2025 and January 31, 2025, respectively | | 2,374 | | 2,374 | ||
| Additional paid-in capital | | 165,598 | | 168,966 | ||
| Retained earnings | | 310,178 | | 292,698 | ||
| Treasury stock, at cost – 2,189,720 and 2,194,075 shares at April 30, 2025 and January 31, 2025, respectively | | | (114,018) | | | (105,643) |
| Accumulated other comprehensive loss | | (237) | | | (6,538) | |
| TOTAL STOCKHOLDERS’ EQUITY | | 363,895 | | 351,857 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 792,155 | | $ | 836,227 |
ARGAN, INC. AND SUBSIDIARIES
RECONCILIATION TO EBITDA
(In thousands) (Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended | ||||
| | | April 30, | ||||
| | **** | 2025 | **** | 2024 | ||
| Net income, as reported | | $ | 22,550 | | $ | 7,882 |
| Income tax expense | | 7,236 | | 3,431 | ||
| Depreciation | | 415 | | 480 | ||
| Amortization of intangible assets | | 98 | | 97 | ||
| EBITDA | | $ | 30,299 | | $ | 11,890 |