8-K - AGX - Equibles

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): October 21, 2021

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.)

---	---	---
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 onWhich Registered:
Common Stock, $0.15 Par Value		AGX		New York Stock Exchange

Item 8.01. Other Events.

APC Contract and Notice to Proceed

On October 21, 2021, Argan, Inc. (“Argan”) issued a press release announcing that its wholly owned subsidiary, Atlantic Projects Company (“APC”), recently entered into an engineering and construction services contract with EPUKI London, UK, to construct a 2 x 330 MW natural gas-fired power plant in Carrickfergus, Belfast, Northern Ireland. A notice to proceed has been received with certain project activities having commenced.

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

Legal Settlement

In September 2021, Argan’s wholly owned subsidiary, Gemma Power Systems (“GPS”), reached a final settlement of all outstanding claims between GPS and its customer for the West Medway power project resulting in a payment to GPS in excess of previously reported receivables and contract assets. Management believes that the combination of the settlement with its customer and final project close-out activities will result in a positive cumulative catch-up adjustment for the quarter ending October 31, 2021; however, an amount has not been determined at this time.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit No.		Description
99.1		Press Release issued by Argan on October 21, 2021
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: October 21, 2021	By:	/s/ David H. Watson
		David H. Watson
		Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit 99.1

Argan, Inc.’s Wholly Owned Subsidiary Atlantic Projects Company enters into an Engineering and Construction Contract for a 660 MW Power Project in Northern Ireland

October 21, 2021 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) announces that its wholly owned subsidiary, Atlantic Projects Company (“APC”), recently entered into an engineering and construction services contract with EPUKI London, UK, to construct a 2 x 330 MW natural gas-fired power plant in Carrickfergus, Belfast, Northern Ireland. The power trains will be provided by Siemens Energy which will utilize SGT5-4000F gas turbines. The facility is being developed by EPNI Energy Limited. A notice to proceed has been received with certain project activities having commenced. The overall project completion date is expected in the latter half of 2023.

“This is a major investment by EPUKI which will create a significant new electricity generation asset for the island of Ireland. We are delighted to have been chosen by EPUKI to provide engineering and construction services for this strategic project and we look forward to its successful delivery,” said Billy Nolan, Managing Director, Atlantic Projects Company.

This is APC’s largest project to date under Argan’s ownership. Argan anticipates adding this project to backlog with immediate effect.

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