Argan Inc 10-Q for FY2026 Q2
Argan Inc (AGX)
About this 10-Q
Argan Inc filed this 10-Q on September 4, 2025, covering the quarter ended July 31, 2025 (FY2026 Q2).
Headline figures
Quarter ended July 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $237.74M
- up 4.7% from $227.02M a year earlier
- Net income
- $35.28M
- up 93.8% from net income of $18.2M a year earlier
- Diluted EPS
- $2.50
- up 90.8% from $1.31 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT |
For the Transition Period from to
Commission File Number
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) | | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed since Last Report)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
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Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Common stock, $0.15 par value:
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
|
| Three Months Ended | | Six Months Ended | | ||||||||
| | July 31, | | July 31, | | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | | ||||
REVENUES | | $ | | | $ | | | $ | | | $ | | |
Cost of revenues | |
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GROSS PROFIT | |
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Selling, general and administrative expenses | |
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INCOME FROM OPERATIONS | |
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Other income, net | |
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INCOME BEFORE INCOME TAXES | |
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Income tax expense | |
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NET INCOME | | | | | | | | | | | | | |
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OTHER COMPREHENSIVE INCOME, NET OF TAXES | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | ( | | | ( | | | | | | ( | |
Net unrealized (losses) gains on available-for-sale securities | | | ( | | | | | | | | | | |
COMPREHENSIVE INCOME | | $ | | | $ | | | $ | | | $ | | |
| | | | | | | | | | | | | |
EARNINGS PER SHARE | | | | | | | | | | | | | |
Basic | | $ | | | $ | | | $ | | | $ | | |
Diluted | | $ | | | $ | | | $ | | | $ | | |
| | | | | | | | | | | | | |
WEIGHTED AVERAGE SHARES OUTSTANDING | | | | | | | | | | | | | |
Basic | |
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Diluted | |
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CASH DIVIDENDS PER SHARE | | $ | | | $ | | | $ | | | $ | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
|
| July 31, |
| January 31, | ||
|
| 2025 |
| 2025 | ||
| | (Unaudited) | | (Note 1) | ||
ASSETS | | | | | | |
CURRENT ASSETS | | | | | | |
Cash and cash equivalents | | $ | | | $ | |
Investments | | | | | | |
Accounts receivable, net | |
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Contract assets | |
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Other current assets | |
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TOTAL CURRENT ASSETS | |
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Property, plant and equipment, net | |
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Goodwill | |
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Intangible assets, net | | | | | | |
Deferred taxes, net | | | — | | | |
Right-of-use and other assets | | | | | | |
TOTAL ASSETS | | $ | | | $ | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
CURRENT LIABILITIES | | | | | | |
Accounts payable | | $ | | | $ | |
Accrued expenses | |
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Contract liabilities | |
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TOTAL CURRENT LIABILITIES | |
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Deferred taxes, net | |
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| — |
Noncurrent liabilities | | | | | | |
TOTAL LIABILITIES | |
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COMMITMENTS AND CONTINGENCIES (see Notes 8 and 9) | | | | | | |
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STOCKHOLDERS’ EQUITY | | | | | | |
Preferred stock, par value $ | |
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Common stock, par value $ | |
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Additional paid-in capital | |
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Retained earnings | |
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Treasury stock, at cost – | | | ( | | | ( |
Accumulated other comprehensive loss | | | ( | | | ( |
TOTAL STOCKHOLDERS’ EQUITY | |
| | |
| |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)
| | Common Stock | | Additional | | | | | | | Accumulated Other | | | | ||||||
|
| Outstanding |
| Par |
| Paid-in |
| Retained |
| Treasury |
| Comprehensive |
| Total | ||||||
| | Shares | | Value | | Capital | | Earnings | | Stock | | Loss | | Stockholders' Equity | ||||||
Balances, February 1, 2025 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net income |
| — | | | — | | | — | | | | | | — | | | — | | | |
Foreign currency translation gain | | — | | | — | | | — | | | — | | | — | | | | | | |
Net unrealized gains on available-for-sale securities | | — | | | — | | | — | | | — | | | — | | | | | | |
Stock compensation expense | | — | | | — | | | | | | — | | | — | | | — | | | |
Stock option exercises and restricted stock unit settlements, net |
| | | | — | | | ( | | | — | | | ( | | | — | | | ( |
Common stock repurchases | | ( | | | — | | | — | | | — | | | ( | | | — | | | ( |
Cash dividends |
| — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Balances, April 30, 2025 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net income |
| — | | | — | | | — | | | | | | — | | | — | | | |
Foreign currency translation loss | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Net unrealized losses on available-for-sale securities | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Stock compensation expense | | — | | | — | | | | | | — | | | — | | | — | | | |
Stock option exercises and restricted stock unit settlements, net |
| | | | — | | | ( | | | — | | | ( | | | — | | | ( |
Common stock repurchases | | ( | | | — | | | — | | | — | | | ( | | | — | | | ( |
Cash dividends |
| — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Balances, July 31, 2025 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | | | | |
Balances, February 1, 2024 | | | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net income | | — | | | — | | | — | | | | | | — | | | — | | | |
Foreign currency translation loss | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Net unrealized losses on available-for-sale securities | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Stock compensation expense | | — | | | — | | | | | | — | | | — | | | — | | | |
Stock option exercises and restricted stock unit settlements, net | | | | | — | | | ( | | | — | | | ( | | | — | | | ( |
Common stock repurchases | | ( | | | — | | | — | | | — | | | ( | | | — | | | ( |
Cash dividends | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Balances, April 30, 2024 | | | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net income | | — | | | — | | | — | | | | | | — | | | — | | | |
Foreign currency translation loss | | — | | | — | | | — | | | — | | | — | | | ( | | | ( |
Net unrealized gains on available-for-sale securities | | — | | | — | | | — | | | — | | | — | | | | | | |
Stock compensation expense | | — | | | — | | | | | | — | | | — | | | — | | | |
Stock option exercises and restricted stock unit settlements, net | | | | | — | | | | | | — | | | ( | | | — | | | ( |
Cash dividends | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Balances, July 31, 2024 | | | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
| Six Months Ended July 31, | ||||
|
| 2025 |
| 2024 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | | |
Stock compensation expense | | | | | | |
Right-of-use asset amortization | |
| | |
| |
Depreciation | | | | | | |
Changes in accrued interest on investments | | | | | | |
Deferred income tax expense | | | | | | |
Other | |
| ( | |
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Changes in operating assets and liabilities | | | | | | |
Accounts receivable | |
| ( | |
| ( |
Contract assets | | | | | | |
Other assets | |
| ( | |
| ( |
Accounts payable and accrued expenses | |
| ( | |
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Contract liabilities | | | | | | |
Net cash provided by operating activities | |
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CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | |
Purchases of short-term investments | | | ( | | | ( |
Maturities of short-term investments | | | | | | |
Purchases of available-for-sale securities | | | ( | | | ( |
Maturities of available-for-sale securities | | | | | | |
Purchases of property, plant and equipment | |
| ( | |
| ( |
Investments in solar energy projects | |
| — | |
| ( |
Net cash used in investing activities | |
| ( | |
| ( |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
Common stock repurchases | | | ( | | | ( |
Payments of cash dividends | |
| ( | |
| ( |
Settlements of share-based awards, net of withholding taxes paid | |
| ( | |
| ( |
Net cash used in financing activities | |
| ( | |
| ( |
| | | | | | |
EFFECTS OF EXCHANGE RATE CHANGES ON CASH | | | | | | ( |
NET INCREASE IN CASH AND CASH EQUIVALENTS | |
| | |
| |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | | | | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | | | $ | |
| | | | | | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | | | | | | |
Right-of-use assets obtained in exchange for lease obligations | | $ | | | $ | |
SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | |
Cash paid for income taxes, net of refunds | | $ | | | $ | |
Cash paid for operating leases | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ARGAN, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2025
(Tabular dollar amounts in thousands, except per share data)
(Unaudited)
NOTE 1 – DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
Argan, Inc. (“Argan”) conducts operations through its wholly-owned subsidiaries across
Through the Power Industry Services segment, the Company provides a full range of engineering, procurement, construction, commissioning, maintenance, project development, and technical consulting services to the power generation market. The customers include primarily independent power producers, public utilities, power plant equipment suppliers and other commercial firms with significant power requirements. Customer projects are located in the United States (the “U.S.”), the Republic of Ireland (“Ireland”) and the United Kingdom (the “U.K.”). The Company’s Industrial Construction Services segment provides on-site services that support new plant construction and additions, maintenance turnarounds, shutdowns and emergency mobilizations for industrial operations primarily located in the Southeast region of the U.S. and that may include the fabrication, delivery and installation of steel components such as piping systems and pressure vessels. The Company’s Telecommunications Infrastructure Services segment provides telecommunications project management, construction, installation, maintenance, repair and response services to commercial, local and federal government customers primarily in the Mid-Atlantic region of the U.S.
Basis of Presentation and Significant Accounting Policies
The condensed consolidated financial statements include the accounts of Argan and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In Note 15, the Company has provided certain financial information relating to the operating results and assets of its reportable segments based on the manner in which management disaggregates the Company’s financial reporting for the purpose of making internal operating decisions.
The Company’s fiscal year ends on January 31 each year. The condensed consolidated balance sheet as of July 31, 2025, the condensed consolidated statements of earnings and stockholders’ equity for the three and six months ended July 31, 2025 and 2024, and the condensed consolidated statements of cash flows for the six months ended July 31, 2025 and 2024 are unaudited. The condensed consolidated balance sheet as of January 31, 2025 has been derived from audited consolidated financial statements. These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The accompanying condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements, the notes thereto, and the independent registered public accounting firm’s report thereon, that are included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (“Fiscal 2025”).
In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, considered necessary for a fair statement of the financial position of the Company as of July 31, 2025, and its earnings and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.
6
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which introduces more detailed requirements for annual disclosures for income taxes. The ASU requires public business entities to present specific categories in the income tax rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose the amounts of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the adoption of ASU 2023-09 may have on its financial position, results of operations, cash flows, or disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or disclosures.
There are no other recently issued accounting pronouncements that have not yet been adopted that the Company considers material to its condensed consolidated financial statements.
NOTE 2 – REVENUES FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenues
The following table presents consolidated revenues for the three and six months ended July 31, 2025 and 2024, disaggregated by the geographic area where the corresponding projects were located:
|
| Three Months Ended July 31, |
| | Six Months Ended July 31, | ||||||||
| | 2025 |
| 2024 | | | 2025 |
| 2024 | ||||
United States | | $ | | | $ | | | | $ | | | $ | |
Republic of Ireland | |
| | |
| | | |
| | |
| |
United Kingdom | |
| | |
| | | |
| | |
| |
Consolidated revenues | | $ | | | $ | | | | $ | | | $ | |
Revenues for projects located in Ireland and the U.K. are attributed to the Power Industry Services segment. The major portions of the Company’s consolidated revenues are recognized pursuant to fixed-price contracts with most of the remaining portions earned pursuant to time-and-material contracts. Consolidated revenues are disaggregated by reportable segment in Note 15 to the condensed consolidated financial statements.
Contract Assets and Liabilities
During the six months ended July 31, 2025 and 2024, there were no material unusual or one-time adjustments to contract assets or contract liabilities balances. The Company recognized the following revenues that were included in the contract liabilities balances at the beginning of the respective period:
|
| Three Months Ended July 31, |
| | Six Months Ended July 31, | ||||||||
| | 2025 |
| 2024 | | | 2025 |
| 2024 | ||||
Revenues recognized from contract liabilities | | $ | | | $ | | | | $ | | | $ | |
Contract retentions are billed amounts which, pursuant to the terms of the applicable contract, are not paid by customers until a defined phase of a contract or project has been completed and accepted. These retained amounts are reflected in contract assets or contract liabilities depending on the net contract position of the particular contract. The amounts retained by project owners and other customers under construction contracts at July 31, 2025 and January 31, 2025 were $
7
Variable Consideration
Variable consideration includes unapproved change orders where the Company has project-owner directive for additional work or other scope changes, but has not yet obtained approval for the associated price or the corresponding additional effort. These amounts are included in the transaction price when it is considered probable that the applicable costs, including those for additional effort, will be recovered through a modification to the contract price. At July 31, 2025 and January 31, 2025, the aggregate amounts of contract variations, which primarily related to an overseas project and were included in the corresponding transaction prices pending customer approvals, were $
Remaining Unsatisfied Performance Obligations (“RUPO”)
At July 31, 2025, the Company had RUPO of $
It is important to note that estimates may be changed in the future and that cancellations, deferrals or scope adjustments may occur related to work included in the amount of RUPO at July 31, 2025. Accordingly, RUPO may be adjusted to reflect project delays and cancellations, revisions to project scope and cost and foreign currency exchange fluctuations, or to revise estimates, as effects become known. Such adjustments to RUPO may materially reduce future revenues below Company estimates.
NOTE 3 – CASH, CASH EQUIVALENTS AND INVESTMENTS
Cash Equivalents
At July 31, 2025 and January 31, 2025, certain amounts of cash equivalents were invested in a money market fund with assets invested in high-quality money market instruments, including U.S. Treasury obligations; obligations of U.S. government agencies, authorities, instrumentalities or sponsored enterprises; and repurchase agreements secured by such obligations. The balances of accrued dividends at July 31, 2025 and January 31, 2025 were $
Investments
The Company’s investments consisted of the following as of July 31, 2025 and January 31, 2025:
|
| July 31, | | January 31, | ||
| | 2025 |
| 2025 | ||
Short-term investments | | $ | | | $ | |
Available-for-sale securities | | | | | | |
Total investments | | $ | | | $ | |
Short-Term Investments
Short-term investments as of July 31, 2025 and January 31, 2025 consisted solely of CDs with initial maturities of
8
Available-For-Sale Securities
The Company’s available-for-sale (“AFS”) securities consisted of the following amounts of amortized cost, allowance for credit losses, gross unrealized gains and losses and estimated fair value by contractual maturity as of July 31, 2025 and January 31, 2025:
| | July 31, 2025 | |||||||||||||
| | | | | Allowance for | | Gross | | Gross | | Estimated | ||||
| | Amortized | | Credit | | Unrealized | | Unrealized | | Fair | |||||
|
| Cost |
| Losses |
| Gains |
| Losses |
| Value | |||||
U.S. Treasury notes: | | | | | | | | | | | | | | | |
Due within one year | | $ | | | $ | — | | $ | | | $ | | | $ | |
Due in one to three years | | | | | | — | | | | | | | | | |
Due in three to five years | | | | | | — | | | | | | | | | |
Totals | | $ | | | $ | — | | $ | | | $ | | | $ | |
| | January 31, 2025 | |||||||||||||
| | | | | Allowance for | | Gross | | Gross | | Estimated | ||||
| | Amortized | | Credit | | Unrealized | | Unrealized | | Fair | |||||
|
| Cost |
| Losses |
| Gains |
| Losses |
| Value | |||||
U.S. Treasury notes: | | | | | | | | | | | | | | | |
Due within one year | | $ | | | $ | — | | $ | | | $ | | | $ | |
Due in one to three years | | | | | | — | | | | | | | | | |
Due in three to five years | | | | | | — | | | | | | | | | |
Totals | | $ | | | $ | — | | $ | | | $ | | | $ | |
As of July 31, 2025 and January 31, 2025, interest receivable in the amounts of $
The Company does not believe the unrealized losses represent credit losses based on the evaluation of evidence as of July 31, 2025, which includes an assessment of whether it is more likely than not the Company will be required to sell or intends to sell the investments before recovery of their corresponding amortized cost bases.
Earnings on Cash and Invested Funds
The Company earns interest and dividends on its cash equivalents and invested funds. The Company also earns interest on most of its cash balances. Earnings on invested funds and cash account balances for the three and six months ended July 31, 2025 were $
At July 31, 2025 and January 31, 2025, the weighted average annual yields of the Company’s outstanding invested funds and interest-bearing cash account balances were
Concentration Risk
The Company has a substantial portion of its cash on deposit in the U.S. with the Bank or invested in CDs purchased from the Bank. In addition, the Company has cash invested in a money market fund at a separate institution. The Company also maintains certain Euro-based bank accounts in Ireland and certain pound sterling-based bank accounts in the U.K. in support of foreign operations. As of July 31, 2025 and January 31, 2025, approximately
9
NOTE 4 – FAIR VALUE MEASUREMENTS
The following table presents the Company’s financial instruments as of July 31, 2025 and January 31, 2025 that are measured and recorded at fair value on a recurring basis:
| | July 31, 2025 | | January 31, 2025 | ||||||||||||||
| | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 | ||||||
|
| Inputs |
| Inputs | | Inputs |
| Inputs | | Inputs |
| Inputs | ||||||
Cash equivalents: | | | | | | | | | | | | | | | | | | |
Money market fund | | $ | | | $ | — | | $ | — | | $ | | | $ | — | | $ | — |
Available-for-sale securities: | | | | | | | | | | | | | | | | | | |
U.S. Treasury notes | | | — | | | | | | — | | | — | | | | | | — |
Totals | | $ | | | $ | | | $ | — | | $ | | | $ | | | $ | — |
NOTE 5 – ACCOUNTS RECEIVABLE
Accounts receivable includes amounts that have been billed and amounts that are billable to customers. As of July 31, 2025, there were billable amounts related to an overseas project in the total amount of $
The amounts of the provision for credit losses for the three and six months ended July 31, 2025 were insignificant. The amount of the provision for credit losses for the three and six months ended July 31, 2024 was $
NOTE 6 – INTANGIBLE ASSETS
The goodwill balances related primarily to the Power Industry Services and Industrial Construction Services segments were $
The Company’s intangible assets, other than goodwill, relate primarily to the Industrial Construction Services segment and consisted of the following as of July 31, 2025 and January 31, 2025:
| | | | July 31, 2025 | | January 31, 2025 | ||||||||||||||
| | Estimated | | Gross | | Accumulated | | Net | | Gross | | Accumulated | | Net | ||||||
|
| Useful Life |
| Amounts |
| Amortization |
| Amounts |
| Amounts |
| Amortization |
| Amounts | ||||||
Trade name | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
Customer relationships | | | | | | | | | | | | | | | | | | | | |
Totals | | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
There were
10
The following is a schedule of future amounts of amortization related to purchased intangibles:
|
| Amortization | |
Years Ending January 31, | | Expense | |
2026 (remainder) |
| $ | |
2027 | |
| |
2028 | |
| |
2029 | |
| |
2030 | | | |
Thereafter | |
| |
Total | | $ | |
NOTE 7 – FINANCING ARRANGEMENTS
On May 24, 2024, the Company and the Bank executed the Second Amended and Restated Replacement Credit Agreement with an expiration date of May 31, 2027 (the “Credit Agreement”). The Credit Agreement has a base lending commitment amount of $
At July 31, 2025 and January 31, 2025, the Company did not have any borrowings outstanding under the Credit Agreement. However, the Bank has issued a letter of credit in the total outstanding amount of $
The Company has pledged the majority of its assets to secure its financing arrangements. The Bank’s consent is not required for acquisitions, divestitures, cash dividends or significant investments as long as certain conditions are met. The Credit Agreement requires that the Company comply with certain financial covenants at its fiscal year-end and at each fiscal quarter-end. The Credit Agreement includes other terms, covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. As of July 31, 2025, the Company was in compliance with the covenants and other requirements of the Credit Agreement.
NOTE 8 – COMMITMENTS
As of July 31, 2025, the estimated amount of the Company’s unsatisfied bonded performance obligations, covering all of its subsidiaries, was approximately $
NOTE 9 – LEGAL CONTINGENCIES
In the normal course of business, the Company may have pending claims and legal proceedings. The Company maintains accrued expense balances for the estimated amounts of legal costs expected to be billed related to any significant matter. In the opinion of management, based on information available at this time, there are no current claims and proceedings that would have a material adverse effect on the consolidated financial statements. However, the outcomes of such legal claims and proceedings are subject to inherent uncertainties.
In March 2025, a U.K. subsidiary of the Company sued EP NI Energy Limited and EP UK Investment Limited (together referred to as “EP”) in the High Court of Justice, Business and Property Courts of England and Wales for EP’s breach of contract and failure to remedy various events which negatively impacted the schedule and costs of an overseas project, resulting in EP receiving the benefits of the construction efforts of the Company’s U.K. subsidiary and the corresponding progress on the project without making payments to which the Company’s U.K. subsidiary was contractually entitled. As
11
previously disclosed, the Company’s U.K. subsidiary provided the project owner notice to terminate as a result of project owner breaches of the contract. Those breaches were not resolved, as a result of which the contract terminated on May 3, 2024. Subsequently, the project owner made a draw for the full amount of a $
NOTE 10 – STOCK-BASED COMPENSATION
Stock-based compensation expense amounts for the three and six months ended July 31, 2025 were $
During the six months ended July 31, 2025, the Company awarded performance-based restricted stock units covering a target of
|
| |
| Weighted- | |
| | | | Average | |
| | | | Grant-Date | |
| | | | Fair Value | |
| | Shares | | Per Share | |
Outstanding, February 1, 2025 |
| | | $ | |
Granted |
| | | $ | |
Issued | | ( | | $ | |
Outstanding, July 31, 2025 |
| | | $ | |
During the six months ended July 31, 2025, the Company awarded nonqualified stock options to purchase
Shares Withheld and Treasury Stock
For the six months ended July 31, 2025 and 2024, the Company used
12
NOTE 11 – INCOME TAXES
The Company’s income tax amounts for the six months ended July 31, 2025 and 2024 differed from corresponding amounts computed by applying the federal corporate income tax rate of
|
| Six Months Ended July 31, | ||||
|
| 2025 |
| 2024 | ||
U.S. statutory federal income tax expense | | $ | | | $ | |
Difference resulting from: | | | | | | |
State income taxes, net of federal tax effect | |
| | |
| |
Unrecognized tax loss benefit | | | — | | | |
Executive compensation limitation | | | | | | |
Stock-based compensation windfall | | | ( | | | ( |
Other permanent differences and adjustments, net | | | ( | | | |
Income tax expense | | $ | | | $ | |
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The legislation includes several changes to U.S. federal income tax law that generally allow for more favorable deductibility of certain business expenses beginning in calendar year 2025, including the restoration of immediate expensing for domestic research and development expenditures and the reinstatement of 100% bonus depreciation for qualified property. The OBBBA also includes certain modifications to the U.S. taxation of foreign activity, including changes to rules governing foreign tax credits, Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”), and the Base Erosion and Anti-Abuse Tax (“BEAT”), among other changes. Most of these modifications to the U.S. taxation of foreign activity are generally effective for tax years beginning after December 31, 2025.
Certain benefits from the OBBBA, such as deducting previously capitalized domestic research and development expenditures, are included in the income tax expense for the three and six months ended July 31, 2025. The Company is currently evaluating the impact on future periods. The Company does not expect the impact of the OBBBA to be material.
Net Operating Loss (“NOL”) Carryback
The tax changes enacted by the Coronavirus, Aid, Relief and Economic Security Act signed into law in March 2020 (the “CARES Act”) included re-establishing a carryback period for certain losses to
Research and Development Tax Credits
During the year ended January 31, 2023, the Company filed amended federal income tax returns for the year ended January 31, 2022 (“Fiscal 2022”) and for the year ended January 31, 2021 (“Fiscal 2021”) that included research and development tax credits in the total amount of $
13
disallowed research and development tax credits reported in the amended returns. The claim is currently under review by the insurance provider.
Income Tax Refunds
As of July 31, 2025 and January 31, 2025, the balances of other current assets in the condensed consolidated balance sheet included income tax refunds receivable, related accrued interest, and prepaid income taxes in the total amount of approximately $
Income Tax Returns
The Company is subject to federal and state income taxes in the U.S., and income taxes in Ireland and the U.K. Tax treatments within each jurisdiction are subject to the interpretation of the related tax laws and regulations which require significant judgments to apply. The Company is no longer subject to income tax examinations by authorities for its fiscal years ended on or before January 31, 2021, except for those matters described above and several notable exceptions, including Ireland, the U.K. and several states where the open periods are one year longer.
Solar Energy Projects
The Company holds equity investments in Solar Tax Credit (“STC”) investments. Primarily, the STC investments are structured as limited liability companies that invest in solar energy projects that are eligible to receive energy tax credits. As of July 31, 2025, the Company had $
The Company has elected to use the proportional amortization method (“PAM”) for STC investments that qualify. For the Company’s STC investments that qualify for PAM, the Company recognized $
For the three and six months ended July 31, 2025 and 2024, the Company’s share of activity from its STC investments that do not qualify for PAM was not material.
14
NOTE 12 – EARNINGS PER SHARE
Potentially dilutive securities include stock options and restricted stock units. Diluted earnings per share include only securities that are actually dilutive.
| | Three Months Ended July 31, | | | Six Months Ended July 31, | ||||||||
|
| 2025 |
| 2024 | | | 2025 |
| 2024 | ||||
Net income | | $ | | | $ | | | | $ | | | $ | |
| | | | | | | | | | | | | |
Weighted average shares outstanding – basic | | | | | | | | | | | | | |
Effect of stock awards | | | | | | | | | | | | | |
Weighted average shares outstanding – diluted | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Earnings per share | | | | | | | | | | | | | |
Basic | | $ | | | $ | | | | $ | | | $ | |
Diluted | | $ | | | $ | | | | $ | | | $ | |
| | | | | | | | | | | | | |
Anti-dilutive securities not included | | | — | | | | | | | | | | |
NOTE 13 – STOCKHOLDERS’ EQUITY
During the six months ended July 31, 2025 and during Fiscal 2025, the Company paid dividends to stockholders as follows:
Record Date |
| Payment Date |
| Amount Per Share | |
| | $ | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
On April 10, 2025, the board of directors increased the total authorization to repurchase shares of the Company’s common stock by $
NOTE 14 – CUSTOMER CONCENTRATIONS
The majority of the Company’s consolidated revenues relate to performance by the Power Industry Services segment. The following schedule presents the percentage of consolidated revenues for each reportable segment for the respective periods:
|
| Three Months Ended July 31, |
| | Six Months Ended July 31, | | ||||||||
| | 2025 |
| 2024 | | | 2025 |
| 2024 | | ||||
Power Industry Services | | | | % | | | % | | | | % | | | % |
Industrial Construction Services | |
| | |
| | | |
| | |
| | |
Telecommunications Infrastructure Services | |
| | |
| | | |
| | |
| | |
The Company’s most significant customer relationships for the three months ended July 31, 2025 included
15
for
The accounts receivable balances from
The contract asset balances attributable to
NOTE 15 – SEGMENT REPORTING
Segments represent components of an enterprise for which discrete financial information is available that is evaluated regularly by the Company’s chief executive officer, who is the chief operating decision maker (the “CODM”), in determining how to allocate resources and in assessing performance. The CODM uses income before income taxes to assess the performance of the Company’s business segments and make determinations on the allocation of resources. The Company’s reportable segments recognize revenues and incur expenses, and they are organized in separate business units with different management teams, customers, talents, and services. The Company’s reportable segments may include more than
Intersegment revenues and the related cost of revenues are netted against the corresponding amounts of the segment receiving the intersegment services. For the six months ended July 31, 2025, intersegment revenues were $
Summarized below are certain operating results and financial position data of the Company’s reportable segments for the three and six months ended July 31, 2025 and 2024. Selling, general and administrative expenses include compensation and benefits expenses, professional fees, information technology expenses, insurance premiums, rent expense, business development expenses, amortization and depreciation. Other income, net, primarily includes earnings on invested funds. The “Other” column in each summary includes the Company’s corporate expenses.
Three Months Ended | | Power | | Industrial | | Telecom | | | | | |||||
July 31, 2025 |
| Services |
| Services |
| Services |
| Other |
| Totals | |||||
Revenues | | $ | | | $ | | | $ | | | $ | — | | $ | |
Cost of revenues | |
| | |
| | |
| | |
| — | |
| |
Gross profit | |
| | |
| | |
| | |
| — | |
| |
Selling, general and administrative expenses | | | | | | | | | | | | | | | |
Income (loss) from operations | | | | | | | | | | | | ( | | | |
Other income, net | |
| | |
| | |
| | |
| | |
| |
Income (loss) before income taxes | | $ | | | $ | | | $ | | | $ | ( | |
| |
Income tax expense | | | | | | | | | | | | | |
| |
Net income | | | | | | | | | | | | | | $ | |
| | | | | | | | | | | | | | | |
Amortization of intangibles | | $ | — | | $ | | | $ | — | | $ | — | | $ | |
Depreciation | | | | | | | | | | | | | | | |
Property, plant and equipment additions | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Current assets | | $ | | | $ | | | $ | | | $ | | | $ | |
Current liabilities | | | | | | | | | | | | | | | |
Goodwill | | | | | | | | | | | | — | | | |
Total assets | | | | | | | | | | | | | | | |
16
Three Months Ended | | Power | | Industrial | | Telecom | | | | | |||||
July 31, 2024 |
| Services |
| Services |
| Services |
| Other |
| Totals | |||||
Revenues | | $ | | | $ | | | $ | | | $ | — | | $ | |
Cost of revenues | |
| | |
| | |
| | |
| — | |
| |
Gross profit | |
| | |
| | |
| | |
| — | |
| |
Selling, general and administrative expenses | |
| | | | | | | | | | | |
| |
Income (loss) from operations | | | | | | | | | | | | ( | | | |
Other income, net | |
| | |
| — | |
| | |
| | |
| |
Income (loss) before income taxes | | $ | | | $ | | | $ | | | $ | ( | |
| |
Income tax expense | | | | | | | | | | | | | |
| |
Net income | | | | | | | | | | | | | | $ | |
| | | | | | | | | | | | | | | |
Amortization of intangibles | | $ | — | | $ | | | $ | — | | $ | — | | $ | |
Depreciation | | | | | | | | | | | | | | | |
Property, plant and equipment additions | | | | | | | | | | | | — | | | |
| | | | | | | | | | | | | | | |
Current assets | | $ | | | $ | | | $ | | | $ | | | $ | |
Current liabilities | | | | | | | | | | | | | | | |
Goodwill | | | | | | | | | | | | — | | | |
Total assets | | | | | | | | | | | | | | | |
Six Months Ended | | Power | | Industrial | | Telecom | | | | | |||||
July 31, 2025 |
| Services |
| Services |
| Services |
| Other |
| Totals | |||||
Revenues | | $ | | | $ | | | $ | | | $ | — | | $ | |
Cost of revenues | |
| | |
| | |
| | |
| — | |
| |
Gross profit | |
| | |
| | |
| | |
| — | |
| |
Selling, general and administrative expenses | |
| | | | | | | | | | | | | |
Income (loss) from operations | | | | | | | | | | | | ( | | | |
Other income, net | |
| | |
| | |
| | |
| | |
| |
Income (loss) before income taxes | | $ | | | $ | | | $ | | | $ | ( | |
| |
Income tax expense | | | | | | | | | | | | | |
| |
Net income | | | | | | | | | | | | | | $ | |
| | | | | | | | | | | | | | | |
Amortization of intangibles | | $ | — | | $ | | | $ | — | | $ | — | | $ | |
Depreciation | | | | | | | | | | | | | | | |
Property, plant and equipment additions | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
17
Six Months Ended | | Power | | Industrial | | Telecom | | | | | |||||
July 31, 2024 |
| Services |
| Services |
| Services |
| Other |
| Totals | |||||
Revenues | | $ | | | $ | | | $ | | | $ | — | | $ | |
Cost of revenues | |
| | |
| | |
| | |
| — | |
| |
Gross profit | |
| | |
| | |
| | |
| — | |
| |
Selling, general and administrative expenses | |
| | | | | | | | | | | | | |
Income (loss) from operations | | | | | | | | | | | | ( | | | |
Other income, net | |
| | |
| | |
| | |
| | |
| |
Income (loss) before income taxes | | $ | | | $ | | | $ | | | $ | ( | |
| |
Income tax expense | | | | | | | | | | | | | |
| |
Net income | | | | | | | | | | | | | | $ | |
| | | | | | | | | | | | | | | |
Amortization of intangibles | | $ | — | | $ | | | $ | — | | $ | — | | $ | |
Depreciation | | | | | | | | | | | | | | | |
Property, plant and equipment additions | | | | | | | | | | | | — | | | |
| | | | | | | | | | | | | | | |
NOTE 16 — SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
Other current assets consisted of the following at July 31, 2025 and January 31, 2025:
|
| July 31, | | January 31, | ||
| | 2025 |
| 2025 | ||
Income tax refunds receivable and prepaid income taxes | | $ | | | $ | |
Note receivable | | | | |
| |
Prepaid expenses | |
| | |
| |
Raw materials inventory | | | | | | |
Other | | | | | | |
Total other current assets | | $ | | | $ | |
Accrued expenses consisted of the following at July 31, 2025 and January 31, 2025:
|
| July 31, | | January 31, | ||
| | 2025 |
| 2025 | ||
Accrued project costs | | $ | | | $ | |
Accrued compensation | | | | | | |
Lease liabilities | | | | | | |
Other | | | | | | |
Total accrued expenses | | $ | | | $ | |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion summarizes the financial position of Argan, Inc. and its subsidiaries as of July 31, 2025, and the results of their operations for the three and six month periods ended July 31, 2025 and 2024, and should be read in conjunction with (i) the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for Fiscal 2025 that was filed with the SEC on March 27, 2025 (the “Annual Report”).
Cautionary Statement Regarding Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. We have made statements in this Item 2 and elsewhere in this Quarterly Report on Form 10-Q that may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements.
18
Our forward-looking statements, financial position and results of operations, are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for existing operations that do not include the potential impacts of any future acquisitions.
Our forward-looking statements, by their nature, involve significant risks and uncertainties (some of which are beyond our control) and assumptions. They are subject to change based upon various factors including, but not limited to, the risks and uncertainties described in this Quarterly Report on Form 10-Q and our Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, actual results may vary in material respects from those projected in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Business Description
The Company is primarily an engineering and construction firm that conducts operations through its wholly-owned subsidiaries across three distinct reportable business segments.
Power Industry Services: This segment provides a full range of engineering, procurement, construction, commissioning, maintenance, project development and technical consulting services to the power generation market. The customers include primarily independent power producers, public utilities, power plant equipment suppliers and other commercial firms with significant power requirements. Customer projects are located in the U.S., Ireland and the U.K.
Industrial Construction Services: This segment primarily provides field services that support new plant construction and additions, maintenance turnarounds, shutdowns and emergency mobilizations for industrial plants primarily located in the Southeast region of the U.S. and that may include the fabrication, delivery and installation of steel components such as piping systems and pressure vessels.
Telecommunications Infrastructure Services: This segment provides telecommunications project management, construction, installation, maintenance, repair and response services to commercial, local government and federal government customers primarily in the Mid-Atlantic region of the U.S.
We may make additional opportunistic acquisitions and/or investments by identifying companies with significant potential for profitable growth and realizable synergies with one or more of our existing businesses. We may have more than one industrial focus depending on the opportunity and/or needs of our customers. Significant acquired companies will be operated in a manner that we believe will best provide long-term and enduring value for our stockholders.
Market Outlook
The majority of our consolidated revenues relate to performance in the U.S. by the Power Industry Services segment, which provides EPC services to design, build, and commission large-scale energy projects. In the U.S., electricity demand has reached its highest level in two decades, driven by the expansion of data centers supporting artificial intelligence technologies, the growing adoption of electric vehicles, and the reshoring of manufacturing activities. Keeping up with growing energy demand is further challenged by the aging fleet of traditional power facilities that are at or nearing the end of their operational lives. Throughout the U.S., the risk of electricity shortages grows as the retirement of traditional power plants outpaces their replacements. While renewable energy sources like solar and wind are expanding, they often cannot provide the same level of consistent, around-the-clock power generation as the retiring thermal plants. Natural gas-fired power plants are expected to remain a key component of future capacity additions due to their cost-effectiveness, reliability, and ability to support intermittent energy sources.
Utility-scale solar, wind, and battery storage projects continue to expand their share of electricity generation, supported by declining capital costs, improved energy storage systems that enhance grid reliability, and supportive tax incentives. Despite their increasing cost competitiveness and their rapid deployment over the past several years, the long-term trajectory of renewables could be influenced by shifts in energy policy and evolving regulatory frameworks.
Recent changes in U.S. trade policy, including the implementation of new or increased tariffs, have introduced cost and supply chain uncertainties affecting certain construction materials and equipment. Tariffs on imported materials, including steel and aluminum, could significantly impact the cost of building power plants. Tariff measures may also cause import
19
delays, increasing lead times necessary for materials to arrive at our construction sites. The resulting rise in material costs and delivery delays could lead to higher overall project expenses and changes to project timelines. As the current U.S. administration’s approach to tariffs remains fluid at this time, the full extent of these effects remains uncertain. We continue to monitor developments closely, as prolonged or expanded trade restrictions could negatively affect project costs, timing, and customer demand.
On July 4, 2025, the OBBBA was enacted into law. The legislation includes several changes to U.S. federal income tax law that generally allow for more favorable deductibility of certain business expenses beginning in calendar year 2025, including the restoration of immediate expensing for domestic research and development expenditures and the reinstatement of 100% bonus depreciation for qualified property. The OBBBA also includes certain modifications to the U.S. taxation of foreign activity, including changes to rules governing foreign tax credits, GILTI, FDII, and BEAT, among other changes. Most of these modifications to the U.S. taxation of foreign activity are generally effective for tax years beginning after December 31, 2025. Certain benefits from the OBBBA, such as deducting previously capitalized domestic research and development expenditures, are included in the income tax expense for the three and six months ended July 31, 2025. We are currently evaluating the impact on future periods. We do not expect the impact of the OBBBA to be material.
Project Backlog
At July 31, 2025 and January 31, 2025, our consolidated project backlog amounts of $2.0 billion and $1.4 billion, respectively, consisted substantially of projects within our Power Industry Services reporting segment.
Our reported project backlog at a point in time represents the expected revenue from the remaining work on projects where the scope is sufficiently defined and the contract value can be reasonably estimated. While the inclusion of contract values in project backlog involves management judgment based on the facts and circumstances, we typically include the value of the contract in project backlog upon receiving a notice to proceed from the project owner. In making the determination of project backlog, management may consider several factors, including terms of the contract, the degree of project financing and permitting, and historical experience with similar contracts. The start of new projects is primarily controlled by project owners and delays may occur that are beyond our control.
We are committed to the construction of state-of-the-art, natural gas-fired power plants, as important elements of our country’s electricity-generation mix now and in the future. We target natural gas-fired power plants, renewable energy plants, energy storage, and industrial construction opportunities in the U.S., Ireland and the U.K. Our vision is to safely contribute to the construction of the energy infrastructure and state-of-the-art industrial facilities that are essential to future economic prosperity in the areas where we operate. We intend to realize this vision with motivated, creative, high-energy and customer-driven teams that are committed to delivering the best possible project results each and every time.
170 MW Thermal Project
In July 2025, we entered into an EPC services contract for the development of a power plant with a planned generation capacity of approximately 170 MW. The facility is located in County Meath, Ireland. Construction is expected to begin during the second half of Fiscal 2026, with an expected project completion date in calendar year 2028.
Sandow Lakes Power Station
In April 2025, we received a notice to proceed on an EPC services contract for a 1.2 GW combined-cycle natural gas-fired power plant in Lee County, Texas. Project activity commenced in the second quarter of Fiscal 2026. The project has an expected completion date in calendar year 2028.
Tarbert Next Generation Power Station
In January 2025, we entered into an EPC services contract for an approximately 300 MW biofuel power plant located in County Kerry, Ireland. The Tarbert Next Generation Power Station will run on 100% sustainable biofuels, specifically hydrotreated vegetable oil. Project activity commenced in the first quarter of Fiscal 2026. The project has an expected completion date towards the end of calendar year 2027.
20
700 MW Combined-Cycle Project
In December 2024, we entered into an EPC services contract and received the corresponding full notice to proceed (“FNTP”) with a customer for an approximately 700 MW combined-cycle natural gas-fired power plant located in the U.S. Project activity commenced in the fourth quarter of Fiscal 2025. Project completion is scheduled for the fiscal year ending January 31, 2028.
Louisiana LNG Facility
In June 2024, we entered into a subcontract and received FNTP for the installation of five 90 MW gas turbines for the dedicated supply of power to a liquified natural gas (“LNG”) facility in Louisiana. This project, led by our Power Industry Services segment, was a collaboration with our Industrial Construction Services segment. The project was completed during the first half of Fiscal 2026.
405 MW Midwest Solar Project
In August 2024, we received FNTP on an EPC services contract to construct a utility-scale solar field in Illinois with the capacity to provide 405 MW of electrical power. Project completion is scheduled for the first half of Fiscal 2027.
Midwest Solar and Battery Projects
Between January and early May 2024, we received FNTPs for three state-of-the-art solar energy and battery energy storage facilities in Illinois. The three projects will cumulatively represent 160 MW of electrical power and 22 MW of energy storage. Two of these projects were completed in the fourth quarter of Fiscal 2025. Completion of the final project, which experienced certain regulatory delays, is expected within the first half of Fiscal 2027.
Trumbull Energy Center
In November 2022, we received FNTP on an EPC services contract for a 950 MW combined-cycle natural gas-fired power plant in Lordstown, Ohio. Project completion is scheduled for the first quarter of Fiscal 2027.
Industrial Construction Services Project Backlog
As of July 31, 2025, the Industrial Construction Services segment’s project backlog was approximately $189.0 million as compared to $53.2 million on January 31, 2025. During the six months ended July 31, 2025, the Industrial Construction Services segment added contracts to its project backlog related to an automotive plant, a data center, an aluminum rolling and recycling facility and water treatment plant, and facilities related to certain other industries.
21
Comparison of the Results of Operations for the Three Months Ended July 31, 2025 and 2024
The following schedule compares our operating results for the three months ended July 31, 2025 and 2024 (dollars in thousands):
| | Three Months Ended July 31, | | |||||||||
|
| 2025 |
| 2024 |
| $ Change |
| % Change | | |||
REVENUES |
| |
|
| |
|
| |
|
|
| |
Power Industry Services | | $ | 196,948 | | $ | 173,760 | | $ | 23,188 |
| 13.3 | % |
Industrial Construction Services | |
| 36,065 | |
| 49,642 | |
| (13,577) |
| (27.3) | |
Telecommunications Infrastructure Services | |
| 4,730 | |
| 3,613 | |
| 1,117 |
| 30.9 | |
Revenues | |
| 237,743 | |
| 227,015 | |
| 10,728 |
| 4.7 | |
COST OF REVENUES | |
|
| |
|
| |
|
|
|
| |
Power Industry Services | |
| 158,370 | |
| 150,233 | |
| 8,137 |
| 5.4 | |
Industrial Construction Services | |
| 31,542 | |
| 43,200 | |
| (11,658) |
| (27.0) | |
Telecommunications Infrastructure Services | |
| 3,564 | |
| 2,477 | |
| 1,087 |
| 43.9 | |
Cost of revenues | |
| 193,476 | |
| 195,910 | |
| (2,434) |
| (1.2) | |
GROSS PROFIT | |
| 44,267 | |
| 31,105 | |
| 13,162 |
| 42.3 | |
Selling, general and administrative expenses | |
| 14,212 | |
| 12,428 | |
| 1,784 |
| 14.4 | |
INCOME FROM OPERATIONS | |
| 30,055 | |
| 18,677 | |
| 11,378 |
| 60.9 | |
Other income, net | |
| 5,581 | |
| 5,604 | |
| (23) |
| (0.4) | |
INCOME BEFORE INCOME TAXES | |
| 35,636 | |
| 24,281 | |
| 11,355 |
| 46.8 | |
Income tax expense | |
| 361 | |
| 6,083 | |
| (5,722) |
| (94.1) | |
NET INCOME | | $ | 35,275 | | $ | 18,198 | | $ | 17,077 | | 93.8 | % |
| | | | | | | | | | | | |
DILUTED EARNINGS PER SHARE | | $ | 2.50 | | $ | 1.31 | | $ | 1.19 | | 90.4 | % |
Revenues
Power Industry Services
The revenues of the Power Industry Services business increased by 13.3%, or $23.1 million, to $196.9 million for the three months ended July 31, 2025 compared with revenues of $173.8 million for the three months ended July 31, 2024 as the quarterly construction activities increased for the 405 MW Midwest Solar Project and the 700 MW Combined-Cycle Project. The increase in revenues between quarters was partially offset by decreased construction activities associated with the Midwest Solar and Battery Projects, the Trumbull Energy Center, the Louisiana LNG Facility, the Shannonbridge Power Project, and the ESB FlexGen Peaker Plants, as those projects have partially or fully concluded. The revenues of this business segment represented approximately 82.8% of consolidated revenues for the quarter ended July 31, 2025 and 76.5% of consolidated revenues for the corresponding prior year quarter.
The primary drivers for this segment’s revenues for the three months ended July 31, 2024, were the construction of the Midwest Solar and Battery Projects, the Trumbull Energy Center, the 405 MW Midwest Solar Project and the Louisiana LNG Facility.
Industrial Construction Services
The revenues of Industrial Construction Services decreased by $13.5 million, or 27.3%, to $36.1 million for the three months ended July 31, 2025 compared to revenues of $49.6 million for the three months ended July 31, 2024, as the amounts of field services construction activities and vessel fabrication work decreased between periods. For the three months ended July 31, 2025 and 2024, the revenues of this segment represented 15.2% and 21.9% of consolidated revenues for the corresponding periods.
Telecommunications Infrastructure Services
The revenues of Telecommunications Infrastructure Services were $4.7 million for the three months ended July 31, 2025, compared with revenues of $3.6 million for the three months ended July 31, 2024.
22
Cost of Revenues
Cost of revenues were $193.5 million and $195.9 million for the three-month periods ended July 31, 2025 and 2024, respectively.
For the three-month period ended July 31, 2025, we reported a consolidated gross profit of approximately $44.3 million, which represented a gross profit percentage of approximately 18.6% of corresponding consolidated revenues. For the three-month period ended July 31, 2024, we reported a consolidated gross profit of approximately $31.1 million, which represented a gross profit percentage of approximately 13.7% of corresponding consolidated revenues. The gross profit percentage increased between periods primarily due to the changing mix of projects and contract types. The gross profit percentages of corresponding revenues for the Power Industry Services, Industrial Construction Services and the Telecommunications Infrastructure Services segments were 19.6%, 12.5% and 24.7%, respectively, for the quarter ended July 31, 2025. The gross profit percentages of corresponding revenues for the Power Industry Services, Industrial Construction Services and the Telecommunications Infrastructure Services segments were 13.5%, 13.0% and 31.4%, respectively, for the quarter ended July 31, 2024.
Selling, General and Administrative Expenses
These costs were $14.2 million and $12.4 million for the three months ended July 31, 2025 and 2024, respectively, and represented 6.0% and 5.5% of corresponding consolidated revenues, respectively.
Other Income, Net
For the three months ended July 31, 2025 and 2024, the net amounts of other income were $5.6 million and $5.6 million, respectively, which primarily reflected income earned during the period on investments, cash and cash equivalent balances.
Income Tax Expense
We recorded income tax expense for the three months ended July 31, 2025 in the net amount of approximately $0.4 million. Our effective income tax rate for the three months ended July 31, 2025 was 1.0%. This effective tax rate differed from the statutory federal tax rate of 21% due primarily to the favorable tax benefit resulting from stock option exercises during the period.
We recorded income tax expense for the three months ended July 31, 2024 in the net amount of approximately $6.1 million. Our effective income tax rate for the three months ended July 31, 2024 was 25.1%. This effective tax rate differed from the statutory federal tax rate of 21% due primarily to the typically unfavorable estimated effects of state income taxes and permanent differences.
23
Comparison of the Results of Operations for the Six Months Ended July 31, 2025 and 2024
The following schedule compares our operating results for the six months ended July 31, 2025 and 2024 (dollars in thousands):
| | Six Months Ended July 31, | | |||||||||
|
| 2025 |
| 2024 |
| $ Change |
| % Change | | |||
REVENUES |
| |
|
| |
|
| |
|
|
| |
Power Industry Services | | $ | 357,304 | | $ | 284,026 | | $ | 73,278 |
| 25.8 | % |
Industrial Construction Services | |
| 65,249 | |
| 93,341 | |
| (28,092) |
| (30.1) | |
Telecommunications Infrastructure Services | |
| 8,850 | |
| 7,330 | |
| 1,520 |
| 20.7 | |
Revenues | |
| 431,403 | |
| 384,697 | |
| 46,706 |
| 12.1 | |
COST OF REVENUES | |
|
| |
|
| |
|
|
|
| |
Power Industry Services | |
| 285,756 | |
| 249,225 | |
| 36,531 |
| 14.7 | |
Industrial Construction Services | |
| 57,575 | |
| 81,079 | |
| (23,504) |
| (29.0) | |
Telecommunications Infrastructure Services | |
| 6,942 | |
| 5,344 | |
| 1,598 |
| 29.9 | |
Cost of revenues | |
| 350,273 | |
| 335,648 | |
| 14,625 |
| 4.4 | |
GROSS PROFIT | |
| 81,130 | |
| 49,049 | |
| 32,081 |
| 65.4 | |
Selling, general and administrative expenses | |
| 26,733 | |
| 23,853 | |
| 2,880 |
| 12.1 | |
INCOME FROM OPERATIONS | |
| 54,397 | |
| 25,196 | |
| 29,201 |
| 115.9 | |
Other income, net | |
| 11,025 | |
| 10,398 | |
| 627 |
| 6.0 | |
INCOME BEFORE INCOME TAXES | |
| 65,422 | |
| 35,594 | |
| 29,828 |
| 83.8 | |
Income tax expense | |
| 7,597 | |
| 9,514 | |
| (1,917) |
| (20.1) | |
NET INCOME | | $ | 57,825 | | $ | 26,080 | | $ | 31,745 |
| 121.7 | % |
| | | | | | | | | | | | |
DILUTED EARNINGS PER SHARE | | $ | 4.09 | | $ | 1.90 | | $ | 2.19 | | 115.5 | % |
Revenues
Power Industry Services
The revenues of the Power Industry Services segment increased by 25.8%, or $73.3 million, to $357.3 million for the six months ended July 31, 2025 compared with revenues of $284.0 million for the six months ended July 31, 2024 as the construction activities increased for the 405 MW Midwest Solar Project and the 700 MW Combined-Cycle Project. The increase in revenues between periods was partially offset by decreased construction activities associated with the Midwest Solar and Battery Projects, the Shannonbridge Power Project, and the ESB FlexGen Peaker Plants, as those projects have partially or fully concluded. The revenues of this business segment represented approximately 82.8% of consolidated revenues for the six months ended July 31, 2025 and 73.8% of consolidated revenues for the six months ended July 31, 2024.
The primary driver for this segment’s revenues for the six months ended July 31, 2024, were the construction activities of the Trumbull Energy Center, the Midwest Solar and Battery Projects, the Shannonbridge Power Project, and the ESB FlexGen Peaker Plants.
Industrial Construction Services
The revenues of our Industrial Construction Services segment decreased by $28.1 million, or 30.1%, to $65.2 million for the six months ended July 31, 2025 compared to revenues of $93.3 million for the six months ended July 31, 2024 as the amounts of field services and vessel fabrication work decreased meaningfully between periods. For the six months ended July 31, 2025 and 2024, the revenues of this segment represented 15.1% and 24.3% of consolidated revenues for the corresponding periods.
Telecommunications Infrastructure Services
The revenue results of this business segment were $8.9 million for the six-month period ended July 31, 2025, an increase of $1.5 million, or 20.7%, from the amount of revenues earned during the six months ended July 31, 2024.
24
Cost of Revenues
With the increase in consolidated revenues for the six months ended July 31, 2025 compared with the six months ended July 31, 2024, the consolidated cost of revenues also increased between the periods. These costs were $350.3 million and $335.6 million for the six-month periods ended July 31, 2025 and 2024, respectively.
For the six-month period ended July 31, 2025, we reported a consolidated gross profit of approximately $81.1 million, which represented a gross profit percentage of approximately 18.8% of corresponding consolidated revenues. For the six-month period ended July 31, 2024, we reported a consolidated gross profit of approximately $49.0 million, which represented a gross profit percentage of approximately 12.8% of corresponding consolidated revenues. The gross profit percentage increased between periods primarily due to the changing mix of projects and contract types, partially offset by the unfavorable profit adjustments on an overseas project recorded during the prior year in the amount of $2.8 million. The gross profit percentages of corresponding revenues for the Power Industry Services, Industrial Construction Services and the Telecommunications Infrastructure Services segments were 20.0%, 11.8% and 21.6%, respectively, for the six months ended July 31, 2025. The gross profit percentages of corresponding revenues for the Power Industry Services, Industrial Construction Services and the Telecommunications Infrastructure Services segments were 12.3%, 13.1% and 27.1%, respectively, for the six months ended July 31, 2024.
Selling, General and Administrative Expenses
These costs were $26.7 million and $23.9 million for the six months ended July 31, 2025 and 2024, respectively, and represented 6.2% and 6.2% of corresponding consolidated revenues, respectively.
Other Income, Net
Other income, net, for the six months ended July 31, 2025 and 2024 was $11.0 million and $10.4 million, respectively, which primarily reflected income earned during the period on investments, cash and cash equivalent balances.
Income Taxes
We incurred income tax expense for the six months ended July 31, 2025 in the amount of approximately $7.6 million, which represents an effective income tax rate of 11.6%. This effective tax rate differed from the statutory federal tax rate of 21% due primarily to the favorable tax benefit resulting from stock option exercises during the period.
For the six months ended July 31, 2024, we reported income tax expense in the amount of approximately $9.5 million, which represented an effective tax rate of 26.7% for the period. This effective tax rate differed from the statutory federal tax rate of 21% due primarily to the unrecognized tax loss benefit for the six months ended July 31, 2024 and the typically unfavorable estimated effects of state income taxes and permanent differences.
Liquidity and Capital Resources as of July 31, 2025
At July 31, 2025 and January 31, 2025, our balances of cash and cash equivalents were $177.9 million and $145.3 million, respectively, which represented an increase of $32.6 million during the current fiscal year.
The net amount of cash provided by operating activities for the six months ended July 31, 2025 was $69.9 million. Our net income for the six months ended July 31, 2025, adjusted favorably by the net amount of non-cash income and expense items, represented a source of cash in the total amount of $64.6 million. The increase in contract liabilities of $17.6 million and the decrease in contract assets of $4.7 million represented sources of cash during the period. The increase of accounts receivable in the amount of $3.2 million and the increase of other assets of $1.7 million represented uses of cash during the period. The decrease in the combined level of accounts payable and accrued expenses in the amount of $12.0 million represented a use of cash during the period as well.
During the six months ended July 31, 2025, our primary source of cash from investing activities was the net maturities of CDs issued by the Bank, in the amount of $55.0 million. We used $67.2 million, net of maturities, to invest in AFS securities consisting of U.S. Treasury notes. We also used $2.1 million for purchases of property, plant, and equipment.
For the six months ended July 31, 2025, we used $24.9 million in cash for financing activities, including $7.0 million used to repurchase shares of common stock pursuant to our share purchase program and $10.3 million used for the payment of regular cash dividends. We also used $7.6 million for share-based award settlements, which represented payments for
25
withholding taxes reimbursed by shares of common stock, net with proceeds received from stock option exercises. As of July 31, 2025, there were no restrictions with respect to intercompany payments between the holding company and all subsidiaries.
At July 31, 2025, a portion of our balance of cash and cash equivalents was invested in a money market fund with most of its net assets invested in cash, U.S. Treasury obligations, other obligations issued by U.S. Government agencies and sponsored enterprises, and repurchase agreements secured by U.S. government obligations. The majority of our domestic operating bank account balances are maintained with the Bank. We do maintain certain Euro-based bank accounts in Ireland and certain pound sterling-based bank accounts in the U.K. in support of our overseas operations.
In order to monitor the actual and necessary levels of liquidity for our business, we focus on net liquidity, or working capital, in addition to our cash balances. During the six months ended July 31, 2025, our net liquidity increased by $43.0 million to $344.5 million from $301.4 million as of January 31, 2025, due primarily to our net income, partially offset by the payment of cash dividends, common stock repurchases, and net cash paid for withholding taxes due to stock-based award net settlements. As we have no debt service, as our fixed asset acquisitions in a reporting period are typically low, and as our net liquidity includes our short-term investments and AFS investments, our levels of working capital are not subjected to the volatility that affects our levels of cash and cash equivalents.
We believe that cash on hand, our cash equivalents, cash that will be provided from the maturities of short-term investments and other debt securities and cash generated from our future operations, with or without funds available under our Credit Agreement, will be adequate to meet our general business needs in the foreseeable future. In general, we maintain significant liquid capital in our consolidated balance sheet to ensure the maintenance of our bonding capacity and to provide parent company performance guarantees for EPC and other construction projects.
However, any significant future acquisition, investment, or other unplanned cost or cash requirement may require us to raise additional funds through the issuance of debt and/or equity securities. There can be no assurance that such financing will be available on terms acceptable to us, or at all.
Financing Arrangements
On May 24, 2024, we executed with the Bank the Credit Agreement with an expiration date of May 31, 2027. The Credit Agreement has a base lending commitment amount of $35.0 million and establishes the interest rate for revolving loans at SOFR plus 1.85%. In addition to the base commitment, the credit facility includes an accordion feature that allows for an additional commitment amount of $30.0 million, subject to certain conditions. We may use the borrowing ability to cover other credit instruments issued by the Bank for our use in the ordinary course of business as defined in the Credit Agreement. Further, on May 31, 2024, we entered into a companion facility, in the amount of $25.0 million, pursuant to which an overseas subsidiary of the Company may cause the Bank’s European entity to issue letters of credit on its behalf that are secured by a blanket parent company guarantee issued by Argan to the Bank.
At July 31, 2025, we did not have any borrowings outstanding under the Credit Agreement. However, the Bank has issued a letter of credit in the total outstanding amount of $0.3 million at July 31, 2025.
We have pledged the majority of the Company’s assets to secure its financing arrangements. The Bank’s consent is not required for acquisitions, divestitures, cash dividends or significant investments as long as certain conditions are met. The Credit Agreement requires that we comply with certain financial covenants at its fiscal year-end and at each fiscal quarter-end. The Credit Agreement includes other terms, covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. As of July 31, 2025, we were in compliance with the covenants and other requirements of the Credit Agreement.
Performance Bonds and Guarantees
In the normal course of business and for certain major projects, we may be required to obtain surety or performance bonding, to provide parent company guarantees, or to cause the issuance of letters of credit (or some combination thereof) in order to provide performance assurances to clients on behalf of one of our subsidiaries.
If our services under a guaranteed project would not be completed or would be determined to have resulted in a material defect or other material deficiency, then we could be responsible for monetary damages or other legal remedies. As is
26
typically required by any surety bond, we would be obligated to reimburse the issuer of any surety bond provided on behalf of a subsidiary for any cash payments made thereunder. The commitments under performance bonds generally end concurrently with the expiration of the related contractual obligation.
As of July 31, 2025, the estimated amount of our unsatisfied bonded performance obligations, covering all of our subsidiaries, was approximately $0.6 billion. In addition, as of July 31, 2025, the outstanding amount of bonds covering other risks, including warranty obligations and contract payment retentions related to completed activities, was $61.2 million.
When sufficient information about claims related to performance on projects would be available and monetary damages or other costs or losses would be determined to be probable, we would record such losses. As our subsidiaries are wholly owned, any actual liability related to contract performance is ordinarily reflected in the financial statement account balances determined pursuant to the Company’s accounting for contracts with customers. Any amounts that we may be required to pay in excess of the estimated costs to complete contracts in progress as of July 31, 2025 are not estimable.
Solar Energy Project Investments
We make investments in limited liability companies that make equity investments in solar energy projects that are eligible to receive energy tax credits, for which we have received substantially all of the income tax benefits associated with those investments. During the six months ended July 31, 2025, we did not make any cash payments to any solar tax credit entities. As of July 31, 2025, we had $11.5 million of remaining cash investment commitments related to a solar fund, which we paid in August 2025. It is likely that we will evaluate opportunities to make other alternative energy project investments in the future.
Development Financing
We selectively participate in power plant project development and related financing activities 1) to maintain a proprietary pipeline for future EPC services contract opportunities, 2) to secure exclusive rights to EPC contracts, and 3) to generate profits through interest income and project development success fees.
In Fiscal 2025, we funded a loan to a special purpose entity in the amount of $5.0 million to support the development phase of a natural gas-fired power plant, which remains outstanding as of July 31, 2025. We may enter into other support arrangements in the future in connection with power plant development opportunities when they arise and when we are confident that providing early financial support for the projects will lead to the award of the corresponding EPC contracts to us.
Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)
We believe that EBITDA is a meaningful presentation that enables us to assess and compare our operating performance on a consistent basis by removing from our operating results the impacts of our capital structure, the effects of the accounting methods used to compute depreciation and amortization and the effects of operating in different income tax jurisdictions. Further, we believe that EBITDA is widely used by investors and analysts as a measure of performance.
However, as EBITDA is not a measure of performance calculated in accordance with U.S. GAAP, we do not believe that this measure should be considered in isolation from, or as a substitute for, the results of our operations presented in accordance with U.S. GAAP that are included in our consolidated financial statements. In addition, our EBITDA does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs.
27
The following tables present the determinations of EBITDA for the three and six months ended July 31, 2025 and 2024, respectively (amounts in thousands):
| | Three Months Ended | ||||
| | July 31, | ||||
|
| 2025 |
| 2024 | ||
Net income, as reported | | $ | 35,275 | | $ | 18,198 |
Income tax expense | |
| 361 | |
| 6,083 |
Depreciation | |
| 491 | |
| 463 |
Amortization of intangible assets | |
| 98 | |
| 98 |
EBITDA | | $ | 36,225 | | $ | 24,842 |
|
| Six Months Ended | ||||
| | July 31, | ||||
|
| 2025 |
| 2024 | ||
Net income, as reported | | $ | 57,825 | | $ | 26,080 |
Income tax expense | |
| 7,597 | |
| 9,514 |
Depreciation | |
| 906 | |
| 943 |
Amortization of intangible assets | |
| 196 | |
| 195 |
EBITDA | | $ | 66,524 | | $ | 36,732 |
Critical Accounting Policies
There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report filed with the SEC on March 27, 2025.
Recently Issued Accounting Pronouncements
See Note 1 to the accompanying condensed consolidated financial statements for discussion on recently issued accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk during the six months ended July 31, 2025.
For a broader discussion of the Company’s exposure to market risks, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of July 31, 2025. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of July 31, 2025, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the SEC, and the material information related to the Company and its consolidated subsidiaries is made known to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure in the reports.
Changes in internal controls over financial reporting. There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the fiscal quarter ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
28
PART II
ITEM 1. LEGAL PROCEEDINGS
See Note 9 to the accompanying condensed consolidated financial statements for discussion of the status of an outstanding legal proceeding as of July 31, 2025. In the normal course of business, we may have pending claims and legal proceedings. It is our opinion, based on information available at this time, that any current claim or proceeding will not have a material effect on our condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in our Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Our board of directors has authorized management to repurchase shares of our common stock in the open market, through investment banking institutions, privately-negotiated transactions, or direct purchases pursuant to a share repurchase program (the “Share Repurchase Plan”). On April 10, 2025, the board of directors increased the total authorization under the Share Repurchase Plan by $25 million, bringing the aggregate authorized amount to $150 million. The timing and amount of any repurchases will depend on market and business conditions, applicable legal and credit requirements, and other corporate considerations. In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, and pursuant to the Share Repurchase Plan, we have permitted, and may in the future permit, the repurchase of our common stock during trading blackout periods by an investment banking firm or other institution acting as our agent under predetermined parameters.
Information related to our share repurchases for the three months ended July 31, 2025 follows:
| | | | | | | | Approximate Dollar | ||
| | | | | | Total Number of | | Value of Shares That May Yet | ||
| | | | | | Shares Purchased as Part | | Be Purchased under the | ||
| | Total Number of | | Average Price per | | of Publicly Announced | | Plans or Programs | ||
Period |
| Shares Repurchased |
| Share Paid |
| Plans or Programs |
| (Dollars in Thousands) | ||
May 1 - 31, 2025 | | 94 | | $ | 144.00 | | — | | $ | 40,647 |
June 1 - 30, 2025 | | 49,318 | | $ | 235.43 | | — | | $ | 40,647 |
July 1 - 31, 2025 | | 2,896 | | $ | 226.19 | | 1,000 | | $ | 40,447 |
Total |
| 52,308 | | | |
| 1,000 | | | |
For the month ended May 31, 2025, we accepted 94 shares of our common stock at the average price per share of $144.00 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month. For the month ended June 30, 2025, we accepted 49,318 shares of our common stock at the average price per share of $235.43 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month. For the month ended July 31, 2025, we accepted 1,896 shares of our common stock at the average price per share of $240.00 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. OTHER INFORMATION
During the quarter ended July 31, 2025, no director or officer of the Company (as defined in Rule 16a-1(f) under the Exchange Act)
29
ITEM 6. EXHIBITS
Exhibit No. |
| Title |
3.1 | | |
3.2 | | |
31.1 |
| |
31.2 |
| |
32.1 |
| Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350. * |
32.2 |
| Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350. * |
101.INS |
| XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
| Inline XBRL Taxonomy Extension Schema. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase. |
101.LAB |
| Inline XBRL Taxonomy Label Linkbase. |
101.PRE |
| Inline XBRL Taxonomy Presentation Linkbase. |
101.DEF |
| Inline XBRLTaxonomy Extension Definition Document. |
104 | | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
*The certification is being furnished and shall not be considered filed as part of this report.
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, thereunto duly authorized.
| ARGAN, INC. | |
|
| |
September 4, 2025 | By: | /s/ David H. Watson |
|
| David H. Watson |
|
| President and Chief Executive Officer |
| ||
September 4, 2025 | By: | /s/ Joshua S. Baugher |
|
| Joshua S. Baugher |
|
| Senior Vice President, Chief Financial Officer and |
|
| Treasurer |
30
| JJ~~1'?-~~:tt ' •; ',' • ·:~' l1" • ••,'.fi:c••·,I•' ,· • :;--· "\ '•:.,,I.'· ~~3'.r;,,., ULT!,A '\w .. rcs CORPORATION •• * *. ~~ * * ••• * ~. * I ........ ~-', ...... .\ ....... ,~. ~I CERTIFICATE OF INCORPORATION • * • * • * • • * * * • * * * • * Organized under too lawb or the STATE OF D~LAWARE • * * • • * • • • • • * * * * * * ~ I~ •• :", J' •1• JI. r,.,•:·.;; •• {:;·.:,~·.:_,,U~j;~;~~;~\~;~}:I::. - ••• t4; ·: • .. _.:t~r::.'.){ ~-~ .-').~}'_:-.: 0 "-., ~ ' -' .._f LL... - oc, ~ "~~ ! a 1/'J ~- UJ ... ~ > ► -. 't <,( LU :I: '~ ; c.., '(~: LU 0::. \ I .. ':,: |
| :,,~ ;;•~ CERTIFICATE OF INCORPORATION OF ULTRA DYNAMICt CORPORATION • * • * • FIRST. 'l'he name or the corporation is ULTRA DYNAMICS CORPORATION SECOND. Its principal office in the State or Delaware is located at No. 100 West Tenth Street, in the City or Wilmington, County or New Castle. '!he name and address of its resident agent 1s The Corporation Trust Company, No. 100 West Tenth Street, Wilmington 99, Delaware. THIRD. The n&.ture of the business, or· objects or purposes to b.e transacted, promoted or carried on are: To manufacture, assemble, fabricate, produce, purchase, import, receive, lease as lessee, or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge, or otherwise encumber, sell, assign, lease as lessor, distribute, expo~t and otherwise dispose of, and generally to trade and deal in and with, ao principal agent or otherwise, cleaning products and equipment, ultra violet ray equipment, water purifying equipment and electric mechanical and chemi~al eqUipment of all kinds, and any and all machinery, tools, equipment, appliances, devices, s~p-pl1es and materials used or useful in connection with or tncidentel to any of the foregoing. _,,, |
| To pursue, prosecute, and engage 1n nuclea.z• researc~ and technical 1m,·estigat1on, and to employ and maintain a_ etatf ot research technicians, consultants and f · exports tor the purpose ot carrying on such nucle~r re-search. To build, construct, establish maintain and operate laboratories and such 'buildings as may be useful, or necescary to the pursuit or neclear research. To manufacture, purchase or otherwise acquire, invest in, own, :niortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, Ii wares and merchandise and personal property or every class /! ,! II and desc~iption. i! ,! To acquire, and pay for in cash, stock or bonds j of this corporation or otherwise, the good will, rights, I II Ii 11 11 assets and property, and to undertake or assume tt.e whole or any part 01· the obligations or liabilities of' any per-sen, firm, association or corporation. To acquire, hold1 use, sell, as~1gn, lease, grant licenses in ree~ect or, mortgage or otherwise rtispose of letters patent of the United State~ or any foreign country, patent rights, licenses and privileges, inventions, improve-ments and p:'Ocesses, copyrights, trade-marks and trade name 0 , relating to or useful in connection with any bu31ness of this corporation. To acq~ire by purchase, subscription or otherwise, and to re~eive, hold, own, 3uarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and w!th any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, ~crip, warrants, rights, bonds, debentures, notes, trust receipts, and other securi~ies, obligations, |
| !' ... • choses in ac.tion and evidences ot indebtedness or int°'rest issued or created by any corporations, Joint stock companies syndicates, associations, firms, trusts or persons, public or private, or by the government of the United Staten or America, or by any foreign government, or by any state, ,: territory, province, municipality or other political a:.ub- ' division or by any governmental agency, and as owne~ thereof to possess and exercise all the rights, powers and privilege of ownership, including the right to execute consents and H II vote thereon, and to do any and all acts a.nd things neces-ii sary or advisable ror the preservat.ion, :Protection, improve- r, " ;! ,; ment and enhancement in value thereof. ,, :! '!'O enter into, make and perform contracts of eve ;i l! kind. and description with any person, firm, association, 'I !1 ii ! ii '1 ii corporation, municipality, county, state, body politic or government or colony or dependency thereof. To borrow or raise moneys for any of the purposes 11 !, or the corporatior. and, from time to time w1 thout limit as ·1 1, to amount, to draw, make, accept, endorse, execute and issue ii Ii I ., promissory notes, d:ra.fts, bills of exchange, warrat.ts, bonds, debentures anu other negotiable or non-negotiable instru-ments ~nd evidences of indebtedness, and to secure the pay-ment of any thereof and of the interest thereon by mortgage upon or ple<i3e, conveyan~e or assignment 1n trust of the whole or any part of the property of the corporation, whethe at the time owned or thereafter acqu1rej, and to sell, pledge or otherwise 11spose of such bonds or other obliga-1 1 tion;3 of the corporation for its corporate purposes. I i To loan to any person, firm or corporation an~: of I its surplus funds, eithe~ with or witho~t security. |
| ., ... • To purchue, hold, sell and transfer the shares of its own capital stock; provided it shall not use its I, funds or property £or the purchase of 1 ts own shares of !I !! I! l\ :, :I ii fi ,. capital stock when such use wo~ld cause any impairment or its capital except as otherwise permitted by law, and pro-vided further that shares of its own capital stock belonging to 1t shall not be voted upon directly or indirectly. To have one or more offices, to carry on all or any of 1tG operations and bus1nes~ and without rest~iction :· or limit as to amount to purchase ::>r otherwise acql.lire, hold, own, mortgage, sell, convey or other·wise dlspose of, real and personal property of every class and d~scr1pt1on !: in any of the states., districts, territories or colonies of 1: i the United States. and in any and all for.eign countries, ,I :I subject to the la1's of such state, district, territory, I' ! i colony or country. Ii In general, to carry on any other business in ii ~ 1 1 connection with the foregoing, and to have ar;d exercise all I i the powers conferred by the laws of Delaware 1pon corpora- !, tions formed unde:::- the General Corporation Lai. of the State ii of Delaware, and to do any or all of the thing.3 hereinbefore H i set forth to the same extent as nati.:ral persons might or could do. The objects and purposes specified in the fore-going clau.;e3 shall, except where otherwise expre:ised, be in nowise limited or restricted by reference to, o~ infer-I ence from, the terms of any other clause in this <.:f:.'rtificate q 11 ii 01' incorporation, but the objects and purposes spec_.fied in Ii Ii each 01' the fo:·c~oing clauses of this article :::.hall be re-l! ,, gcirded as independent objects and purposes. It |
| FOUR'.tH. 'Dle total number or shares ot stock whic~ the corporation shall have authority to issue 1s two million I (2,000,000) and the par value of each of such shares 1s Ten Cer.ts (l<>t') amounting 1n the aggregate to '!Wo Hundred Thousand Dollars ($200,000.00) No stockholder of this corporation shall by reason of his hol<iing shares ot any class hav£: any pre-emptive or preferential right to purchase or subscribe to any shares of ii any class of this corporation, now or hereafter to be /I Ii authorized, or any notes, debentures, bonds, or other securi- :i ii / 1 ties convertible into or careying options or warrants to purchase shares of any class, now or hereafter to be author- , ized, whether or not the issuance or any such shares, or 1: ,! 1: ;I I I ii ~ II i I I I I i ! l: i' such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, other than such rights, if any, as the board of directors, 1~ its discretion from time to time may grant and at such price as the board of directors 1n its d1scret1or may fix; and the board ot directors may issue shares of an.v clase of this corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of f!nY class, without offering any such shares of any class, either in whole or in part, to the existing sto~Kholders of any class. FIFTH. The minimum amount of capital with which the corporation will commence ~usiness is One Thousand SIXTH. The na,nes and places of residence of the incorµorators are as follows: |
| ;-:·';), i: '~ \ 'i;{f ., i! ·- ·• NAMES ~ENCE$ s. R. L1Yeaay Wilmington, Delaware L.A. Schoonaker Wilmington, Delaware s. s. Galaaka W111111ngton, Delaware SEVEN'l~. 'Ibe corporation is to have perpetual EIGHTH. The private property of the stockholders shall not be subject to the payment or corporate debts to any exterit whatever. furtherance and not in limitation of the powers conferred by' statute, the board of directors is ex~ressly authorized: To make, alter or repeal the by-laws of the corporation. I ! 11, To authorize and cause to be exe~uted mor·tgages 'I and liens upon the real and personal property of the j corporation. To set apart out of any of the funds of the corpo ration available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. By resolution passed by a majority of the whole board, to designate one or more col11l111ttees, each committee to consist of two or more of the directors of the corporatio which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the bus1nesc and affairs of the corporation, and may authorize |
| ii ij ;: ·' the seal ot the corporation to be af'fixed to all papors whic mtcy- require it. Such committee or committees shall have sue name or nmaes as may be stated in the by-laws of the corpo-ration or as may be determined f1~m time to time by resolu-tion adopted by the board of directors. When and as authorized by the affirmative vote or the holders of a majority of the stock issued and outstand-ing having voting power given at a stockholders' meeting duly called for that purpose, or when autr.orized by the : ,: written consent of the holders of a majority of the voting !! stock issued and outstanding, to sell, lease or exchange all I ,. I d of the property and assets of the corporation, including its 1· :i good will and its corporate franchises, upon such terms and l! i· :1 11 II ii ''. conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, a ,y other corporation or corporations, as its board of di- "rectors shall deem expedient and for the best interei:ots of ii • :! the corporation. ' I ! i i TENTH. Meetings of stockholders may be held i outside the State of Delaware, if the by-laws ao provide. I The books of the corporation may be kept {subject to any ! I provision contained in the statutes) outside tht~ State of I Delaware at such place or places as may be designated from time to time by the board cf directors or in the by-laws of the corporation. Elections of directors need not be by ballot unless the by-laws of the corporation shall so provid ELEVENTH. The corporation reserves the right to amer.d, alter, change or repeal any provision contained in I I this c2rtifica te of incorporation, in t-he manner now 0:- 1! I, |
| ! herearter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. WE, THE UNDERSIGNED, being each of the incorpora-tors hereinbefore named, !'or the purpose or forming a cor- ,j Ii poration pursuant to the General Corporation Law of the li ii State of Delaware, do make this certificate, hereby declar- ,: ing and certifying that the facts herein stated are t1"Ue, ii ;: and accordingly have hereunto set our hands and seals this 15th day of May A. D. 1961 . 7 I :i STATE OF DELAWARE ;! COUN'l\Y OF NEW CASTLE i,t .I ii !! BE IT REMEME·ERED that on thl s 15tt..1ay of May A. D. 1961, personally cane before me, a Notary Public for the State of Delaware, S. H, Uvesay, L, A. ,: Schoonmaker and S. S. Galaska, all of the parties to the· ll \, 'I Ii foregoing certificate of incorporation, known to me per-sonally to be such, and severally acknowledged the said cer-tificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth. . ,?(1\'.:;;-, ' ) 1 1 GIVEN under my hand and seal of ;. ,. ~ .. \ t:. , ~ t 1j 1 1i ,, year a f CH": 5cl id . .'::~ '.;, " Ii ,,;,-·:.:- l ' :! ,, il /!... ii |
| \~1_~"'·~ .~ ~ ~ ~ 3. . . . ~ •..r r~ t) 0 f;f ~ a o ~I: .o -~!'- •' ~ .. .,' ., ~ ·~ .. ' • .\··,.· ..... : . --~'\ .. , ,· "! ~· ULTRA DYNAMICS CORPORATION * ~ * * * * ~ * • * * * * * « * * * ~ * CEHTIPICATE OF AMENDMENT OF CERTIFICATE OF INCORPOH.ll'rION * * • * • * * * * * * * * * * * * * * * Organized upder the '.aws of the STATE OF D?LAWARE * * * ~ * * * • * * ~ * * * * * * * * * ~ c:?> - l. r·•. , .. ... ~ ' ►~·" ' ~ .--• ~ ' \ .. L!... • i\;;~{1:~~iK~t\~.;ti;:.; :/,~'.il~i~,v,:L'.,~~it, ;,t,9Af?-tt ·. ;r.~~7~~.;1~,~~:~~~,~~I,,. I ?~?:·. 4.i. *** ,w,. 2 •. z. :z»~ .. !4 Z4£.1 ._.,UH. 4 ,,44.M-.1 .A.A4.4..¥l#.t •.. LW . ..St..41.&S..Z J#Q(Q.44 JJ4.UP .. JZ. 2 .l&U&Zlk .. - \ I .,i' j |
| ' CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ULTRA DYNAMICS CORPORATION ULTRA DYNAMICS CORPORATION, a corporation or5anized and extsting under and by virtue of the Genei·al Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of ULTRl DYNAr-lICS CORPORATION, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and-calling a meeting of the stockholdP-rs of said corporr~ion for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that· the Certificate of Incorporation of this corporation be amended bl changing the Article thereof numbered "FOURTH' so that, as amended said Article shall be and read as follow~: j· r I I I I I i ! I t |
| Anrcu Fouuu The total nwnber of thares of stock whirl, thi:1 corpomticm is n11r11orizcd to have outstanding at any one time is Three Million Five Hundred Thous:ind (3,SOC,00:J) 1h:.res which ,hall be divide•J a, follow•: ' (a) Three Million (3,000,000) shares of Co111mo11 Stock h1n•ing a nominal or par value of Ten Cents ($.JO) per share. (b) Five Hundred Thousand (500,000) shncs of Preferred Stock ha,-ing a nomin,.I or par \-aluc of Ten Cents ($.10) per share. The designations, votini; powers, prefcre11ces, optional or other special rights and qu:1lifit-ations, liMita• tions, or restrictions of the above clas~ificat;ons of stOl'.k shall be as follows: SECTION A-PuFEIUlED STOCJt l. Shares of the Preferred Stock n1ny be i~suecl i!I one or more Vinds, 1ubdi\'h.!f:d into classes and teries at such time or time& and for such considrr'ltion or considcratio:is as the BoarJ of Directors nia) detcrmhc. All shares of any one series shall be cf equ:il rank and identical in all re~pects. 2. Authority i!I hereby expressly granted to the Boord of Directors to fix from tim~ to time, by resolution or rtsolution~ providing for the issue of any kind, cla~s. and series of Preferred Stock, the designation of such kind, class, and series and the powers, prefercmccs anli right, of the: share.s of s1.1ch kind, class, and series and the powers, preferences :ind rights of the shares of such kind, class, and series, and the qualifications, limitations ->r restrictions thereof, including the following: (a) The distincth·e designation and number of share~ comprising such kind, cfass, and series, which number may {except where: otherwise pro,·idrd b} eic Iloard of Directors in creating such kind, class, and series) be increastd or dccrtasc:d (but not below the number of ~hare:& then out-standing) from time to time ,by action of the Board of Directors; (b) The dh·idend rate on the shares of that kind. c:l:iss, -.n<l Sf''. ics, wl-.cthcr dividends shall be cumulative and, :f ..o, from which dak or date~. and the refotin: rigi,ts c:,[ priority, if any, of payment of dh·idends on sh~res of that kind, class, and series over shares o( any lcind, class. and series: (c) Whdher the shares of that i:;nd, class. and series shall he rc<kcmablc: and, ii so, the term1 and conditions of such rtdemption, including the date or ,Jaks upon or after which th,y shall be ~tcmable, and the amount per share payable in c,st or rcclrmptio;i, which amount may vary under diffttfflt ccr,ditions and at difl'crent re<len:ption d:\ks: (d) Whether that kind, cla~s. am! s,ric,, shall ha\"r a sinkini;: fund for the rcdemp1ion or pur-chase of share, or that kind, class, and series and, if w. tlir kr r:1s anJ :imounts ~yable intu such sinking fund ; (c:) The rights to which the holders of the shares of that kind, class, .,.,J series shall be entitled in the t\·cnt of \·oluntary or i,wo!untary l1quidatk111, dissolution, di;tril,ution o~ assets or w;mlini;-up of the Corporation, and the relative rights of priority, if any, of paymrnt of shart's 'If that J-;ncl, cl:m, and series: (f} ;;"'. .. :!-•'r the shares of that kind, cbss, and seric,i shall be• corwcrtihle into •.,r uchangcahle for shart:" of stock of any rfas,i or any oth<', !;'.~'.I. class, and series or Prdcrml Stock, and. ii so, the terms and conditions of such con,·ersion or exr' ~rige, including the method uf ailjustinr: th<' rates of conversion llr exch:mge in the ~vrnt of a stock split, stock di,·ictrnd, eornhination ()f shar~s or similar event; .,, J |
| ··1 .. ·: .. . . -t r_.. (c) Whether the lharts or that kind, class, and .mes • shall have voting rights, in addition to the votinc rights provided by law and, if so, the terms of such \'otini: rights: (h) Whether the isSUAncc of any additional shares of such kind, class, and series, or of any shares of any other kind, chlss, and series, sh I\ be subject to restrictions as to Issuance, or as to the powers, preferences or rights of any such other kind, class, aod series: (i) Any other preferences, privileges and 1,owers, and relative, participating, optional or other apecial rights, and qualifications, limitations or restrictions of such kind, class, and serie1, u the Board of Directors may deem advifable and as shall not be inconsistent with the provisions ~f this Certificate of Incorporation and to the full extent now or hereafter permitted by the laws of Delaware . . 3. Payments of dividends 1hnlt be as follows : (a) The holders of Preferred Stock of .ench kind, class, and series designated as cumulative in respect of dividends, in preference to the holders of the Common Stock, shall be entitled to receive, u and when declared by the Board of Directors out of fonds legally available therefor, cash dividends, at the rate fnr suet, SC!rics fixed in :,.ccordancc with the provisions of Section A of this Article III and no more; (b) The holders of Preferred Stock of each series designated as non-cumulative in respect of dividend$, in preftrence to the holders of the Common Stock, 11h11l1 be entitled to recdve, as and when declared by tl1c Board of Directors out of funds legally :wailnhle tl,crefor, cash dividends, at the rate for such series fixed in accordance with the provisions of Section A of this Article III and no more: (c) No dividend shall l:c p,,id upon, or declared or set aside for, any share of Prc(errcd Stock with respect to any dividend period \lnlcss at the s:imc time a like proportionate dividend with respect to the S.'\mc dividend period, ratably in proportion to the respccti\'c annt1:il dh·idcnd ratc:1 fixed there-for, shaU be s,aid upon. or declared and set apart for, all sh.'\rcs of Preferred Stock of all kinds, classes, and series then issued 11nd outstanding and entitled to receive such dividend; (d) So long as any ~h:ucs of Prcfcrrcd Stock shalt he outstanding, in no event shall any divi-dend, whether in rn~h or property, he p.'lid or dedared, nor sh.'lll any distrihution be made, on the Common Stock, nor shall :my shares of the Common Stock be puT"Chascd, redeemed or otilerwise acquired for value by the Corporation. unle:;s alt dividends on all cumul:iti"e kinrls, classes, and series of Preferred Stock with rci-pcct. to all past dividenrl periods nnd unless nil dividends or nil kinds, classes, an& series of Prderred Stock for the then current dh·idcnd period shnll ha,·e been pnid or declared an<i a sum snffidcnt for the p.'lyment thereof set ap:ut, and unless the Corporation shall not be in default wlth respect to any of its obligations with respect to any sinking fund of :my kind, class, and series of Preferred Stock. The foregoing provisions of this Paragr:iph (d) shall not, however, apply to a dividend payable in Common Stock ; { c) No di\'idends shall he deemed to h:1,·e nccrucd on any share of Preferred Stock of ,tny kind. class, and series with rcs~t to any period prior to the date of origin:il is5uc of such share or the divi,frnd payment d:itc inm1edi:itely prectding or following such date of origin:-il issue, as may be pro• vidro in the resolution or rtsolutions of th<' Board of Dire<:tors creating such kind. class, and series. The Prcfcrr«I ~t()('k shall not he entitlro to p."trticipate in any clh-idendi dcd:m·d and paid on the Common Stock, whether p.'\yablc in cash, stock or otherwise. Accruals of dividends shall not bear int~f'st. 4. In the C\'cnt of any \'olnntary or ;TI\'Oluntary liquirlation, dissolution, distrihution of assrts or winding-up of the Corr,oration. the holders of the sh:ires of each kind. class, and series of the Preftrred Sto;k then outstnnding shall be entitled w rcceh·t' out of the net assets of the C()rporation, hut only in accordance wi:h the prt'fercnccs. if any. pro\'idc<l for ~uch kind. clas~. am\ series, hefore any distribution or payment shall be madt' to the holders of the Common Stock. the nmo11nt per share fixed liy the reso-lution or rcsolutious of the Boord of Director~ to he rt"Ceivcd hy the holders of sh:ires of each such kind, class. nn<I !ierie~ on such \"Olunt:uy or i1woluntary lii111i<lation, di<solutil'n, distrihntion of assets or windin1MII>, as the case rnnv be. I{ such payment shall h:,\·e hren mad<" in foll to thr holtkr~ of :111 0111- 3 .,,. ,! i ! '· |
| • . . . standing Preferred Stock of aD kind, class, and 8Cries, or duly provided for, the remaining assets of the Corporation shall be available for distn1>ution among the holders of the Common Stock (as provided in Section B(2) of this Article Ill). If upon any such liquidation, dissolution, distribution of assets or winding~up, the net assets o£ the Corporation available for distribution among the holders of any one or more kind, class, and series of the PreferreJ Stock which (i) are entitled to a preference over the holders of the Common Stock upon such liquidation. dissolution, distribution of assets or winding-up, and (ii) rank equally in connection therewhh, shall be insufficient to make payment in full of the preferen• tial amount to which the holders of such share:, shall be entitled, then such assets shall be distributed among the holders of rad, such kind, class, and series of the Preferred Stock ratably according to the respective amounts to which they would be entitled in respect of the shares held by them upon such distnoution if aII amounts payable on or with respect to such share were paid in full. Neither the consolidation or merger of the Corpor:ttion, nor the s.,lc, lease or conveyance (whether for cash, 5eeurities or other property) of all or p.,rt of its assets, shall be deemed a liquid.,tion, dissolu-tion, distribution of assets or winding-up of the Corporation within the meaning of the foregoing p•-,. Yisions. S. Excq,t to the extent otherwise required by law or provided in the resolution or resolutions of the Board of Directors adopted pursuant to authority granted in this Section A of Article lit, the shares of the Preferred Stock shall ha,·e no votin: power with respect to any matter whatsover. In no ~nt shall the Preferred Stock be entitled to more than one vote in respect of each share of stock. 6. Shares of Preferred Stock which have h~n redeemed, com·erted, exchanved, purcl1ased. retired or surrendered to the Corporation, or which h:n-e been reacquired in any manner, shall have the status of authorized ;md unissucd Preferrrd St.><:k and may he reis~ued hy the Bo.,rd of Directors as shares of the same or any other series. SECTro:-. B-C01010N STOCK 1. After the requirements with respect to ;,referential di\'idends, if any, on the Preferred Stock (fixrd pursuant to Paragraph 2(b) of Section A and as furthtr provided for in Paragraph 3 of Section A, both of this Article III) shall havt been met, nnd afttr the Corporation shall ha,·e complied with all the requirements, if any, with respect to the setting :u,ide of sums in a sinking fund for the purchase or redcmptitm of shares of any kihd. class, and series of Prefer.ed Stock (fixed pursuant to Paragr1ph 2(c) and (d) of Section A of this Article III), then and not otherwise, the holders of Common Stock shall receh·e, to the extent ~rmitted by law, such dividends as may be d<'C!ared from time to time by the Board of Directors; 2. Afttt distribution in full of the preferential amount, if any (fixed pursuant to Paragraph 2(e) of Section A of this Article Ill), to be distributed to the holders of Prl'frrred Stock, in the event of t'-e voluntary or im,-oluntary liquidation. dis$0lt1tion, distrihntion of assets or winding-up of the Cor-poration, the holders of the Common Stock shall be entitlecl to receh·e ;iil the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respecth·ely; 3. Except as may be otherwise required by Jaw or by this Cutificnte o' Incorporation. l'ach holder of Common Stock shall have one vote: in respect of each share of such sto~k held by him on all matters voted upon by :~e stockholders. S£crroN C-OntER Paovmoss t. The stockholders of the Corporation :trl' exprc~sly denied the prel'mpti\·c right to subscribe to any or all additional issues of stock of the Corporation of any or all classifi,atiuns, kinds, classes or series thtreof. 2. Any and all shares i~s1\e<l hy the Corporation for which the full consid<'ration has l,ec'l p:ti<l or delivered shall be! dremed fully paid and nonassess.1ble shares. _JII' |
| SECOND: That thereafter, pursuant to resolution of its Board or Directors, a special meeting of the stockholders ~f said corporation was duly called and held, upon notice ~n accordance with section 222 of the General Corporation Law of the State or DP.laware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: 'lbat said amendment waa duly adopted in ac-cordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOUR'lll: That the capital of said corporation will not be reduced under or by reason of said amendment. IN WI'ffiF.SS WHEREOF, said ULTRA DYNAMICS CORPORATION, has .caused its corporate seal to be hereunto affixed and thie ULTRA DYNAMICS CORPORATivN ATTEST: B~r-- - 5 - |
| STATE OF COUNTY OF • • • . . as: " BE IT REMEMBERED that on this /J day of 19Jf, personally came before me, a Notary Public 1n and for th~ County and State aforesaid, ~ a/t;.; '/J;. f' ~J President of ULTRA D~AMICS CORPORATION, a corporation of the State of Delaware, and he duly executed said certificate before me and ar.knowledged the said certificate to be his act and deeJ and the ~ct and deed of said corporation and the facts stated therein are true; and that the seal affixed to said certificate and attested by the Secretary of said corporation is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and - 6 - ,. NO" I\P f F-UPllC nr ""[W JfRSE'Y Mr CO"""'SSIO,. [lP1lllS /~If. JO ,H7.J |
| I - ' ,' CKRTlVlCATK OF AMENDMENT . ,, , .···•.. . Of CIRTfflCATI or INCORPORATION OF ·,IJLftA DYIWCICS CORPORATION .. , ................................................................................ . ,. ,.•. ,;o .·' -' -t •• .' --:,~.:ULTIA • DVNAH1t.'ti t.'Oitt'1.ikAT 1.uH, • .;..,; l'i)""'" .. '"' ii\;,,; ·~1t,;~~rw,·. of. the C.Mr1tt Corporation Lav of :~·;~)l\:;;}ft!ffi~!.;: .. ~,i,_.,~ v ....... _,..· A ~~··.! ~l!..:i...!..&•i,- t..:.Jc:1: ~A-! !,,.; the State of Delaware, doH bereb1 •. nusa ,, .. _,That at,.& _...tiq of the Board of Directors of the Corpo,:atioo, . •• re1ot"tton11 v•""' "'''" 11d0Jt•d l'ttttin,r rnrth " propotunl ttat¥11J-11L lo t.h. C.rU( L .... t• of Incorporation of Hid Corporat fon, dee brinu 1111 ld A111enJ111.int to be 1&dviaabla 4nd -e:;_;,:•.~ .... _ .: --~ tCiillt-n1 • ••ttna ot th• 1tocltholde1, nf ,u1;1~ Curpor11tton for coa•lderation . . Chneof., The reao1ut1cn ntt1ng forth the rroposed avnded h u folluwit1 !It~.~ •• : ~·"! .. ,~, ... ,; ~, -....:~,.:.i , . • • -~ '·A•• ,;_'i ,''..,.,',. . . . . . • • • -: ... . ~• ~ - ': ~VIDt That • tb1 Certlficate of Incorporation cf this Coq,oration be anded by.:;~':· :·"" ,: 0 -,:•· .. ;.~QI th• Article thereof numbered 11 FO:-,URTH" ao that, u •••nd111ent, aid ArUcl1 • • -~---- -... -ehali lte aD.d·- rucl.a1 follO\. .. : • .~ .. : ··~~, ,,.-, ~- ··-.x~1~:i{,.-:~ .. ~-_.;., -~-.:, :-_-_ ~-;...;.i ., -~- - ~- .. _ ,.',- ,,,: .. , .,. ,the total 11Gaber of aharea of stock which thia t;orpo,ation ia autbori&ed to have . • '\ :'~';')1ia,i•tandiq at any one ~iae 1& ••. :,(: • .itiall be'.0 clivlded aa follow•: Six MU.lion 1'1ve tluooreo lbouaaod (6,500,uvv) wi•,i..~:. _ 1 ;,_~ .·:(- •/?'•" • (a) .... (b) Six Million u,.uou,om;, .ill1H.-oo ,,r CullllliOl, value of Ten Cante ($,10) per •hare; Pi•• Hundred Thou and (500,000) ahar:ea of Preferred Stock bavisli a noainal or pat value ot Ten Centi ($,lO) par hare, Tlua. deaianation • votina powers, prehrttnc..s. optional ol' other sp~~1 .... 1 r.i.~l,t, and qu111 tt1cattone I l1.11Ha t lone I c r reet r 1" t ton& ot t iu• ,.hove daad H.;at.luau1 u( •tu~, tball.h• ae ·follova: ··,ac,10N• .. - ,w·awo sTQ:9.1 (2) Sharee ~1 tbe Prefened Stork aay be i•sued iD onP. or aore kinds. subdivided into. cla•••• and Nri•• at such tille or tiae• and for auch consideration or coneideration1 •• the Board of Dtr•~tnrR mAy d•tenatnP., All ah re• pf any one ••rtea •hall be of equal tank and identical in all respects. Authority 1• hereby expressly granted to the Board of Directors to tix, troaa UM to tillle, by resolution or t'e•oluttons providing tor the itu1u1:e u.i: .... , kiild, claH. and eeriee of PTeferred Stock, the designation of such kind, cl•••• and series and the powers, preferences and rights of the ~hRreR of such kind, class, and .. ries and the poverP, prefe1 .!n~<ao anJ tights ~1. tnc .. h.aus of such kind, ~laaa, and sarias. nnd the qualtficetionR,· limitations or restrictions. thereof, including the follovin~: .. oooua l :::-:-<·~ "' ,A·;:·· : ... 1';, ··~•,,· |
| •• <! • .... i " , • -: ';~( '>'~ (a) Ihe clist.lnc:t'tv• d.-efjnattoa and nuaber of 11harH comprieing •uch kind, dau, ond Hr!,1•• which auabcr uy C•xupt vbcre othorvhe provided by the ao.rd of Director• in creatina 11.lch kind, clan, .ind .. ries) be incraaaid ot~.'. d•crea'tecl , (but not belov the 11Wlber of eharu tb .. n out1tandtn1) "froii"U11e tot:UM by actf.u of the Board of Directou; (1,) Th• dividend nce,·oa the ebarH of that kind, clu ■• and eeriH, whether ·dt•id•nd• ahall be, cU1U.L1~1ve aud, ii •u• rrom ~hirh ~~t• or dat••• and tb• Hlativo ri&hU of priority, if any• of p11y,n.-nt of dividend• on tth•r•• of that· klnd, clue, aud Hri•• over •bare, of any klnd, daH, and HT1••; (c)'· Wbethar Che abaru of .that Ar.ind, clAH, and HTioa •hall tt. Hdfielliiible • 'and, IC "" • i:111 • tet"llls ··and concH ttona of auch rednptton, lnclwU.na • the dne O?' datet upon or afteT which they ab.all Le udue1Ubl1.1 1 m4, th• ••uuut per 11l111rft i,avable tn can• u! i-cJ.cmption, vhtch nount _,.. var, IUlder dUfennt con«U.t.fo111 11nd at di (hrunr.. ,u,lemi,t lurt Jattot.i Whether that kind. cia ... 4nd HIit !1lll, ~hall hil\';,; .1 ~ !:,tdne !'11nif fo'I' th-red-.iLl.->U .)t' pureh'l!'f" ,.., •h11-r•• of that kind, claH, and .. ••r1•• and. U •o, the te'l'IU and a110Unta payable into nch inkin15 fu1ul; · • • --<•> . 'the iiahta to vhlch t"t' holden of the •h•res of that kind. ~l• ■■, encl ,.,u Ln .. 1,u::.1 ~c rr.t1t· Pd 1n the event of voluntary oT tmrol11ntaey .. ltq•1tclat1on, di .. olutlon. distribution of HHU OI' v1ndill11--'l> of th,.. Corpotation. and tb~ relative right• of priority, tf 11ny. of pa,ant of ~~-~•• nf thftt kind. cla••• and aerie•s '(f) Whether the ehaTee of that kind, cl•••• and ••ries ahall be converttbl• trito OT •wchftng•11ble for aharea of atock of any clan or any otbeT kind, cla1•• and Hri•• of Preferred Stoc.!k. 1 anJ, if etn, th• tams and coildit1ona of aucb conversion or exchan&•• 1ncludina th• uthod ot • adju1t1ng th• ratee of converdon or exchange in the event of a •tock l!lrl 1,, 1~rnck dt•1.dend. cOllbination of abar•• or ai 11ar event; Ci) Whothet th"' ah1tTH of that kind, c:laH, and HriH shall have votina dghte, in "ddition to the voting righl• provided by law and, if so, the teraa of aucb voting cf¥ut•i (h) Whether tbe auar.c• nf 11nJ additional •hares of such kind, class, and aerie:, or of any •harea of any other kind, clas1t, and series, shall be •ubject to re1triction1 as to 1•suance, or: •• to the p<N4n.,.. l'li:.:iui::1111c'-'1t or ri(lhta of any such other kind, class. and series; (1) Any othbc prafcrcncc~, prlvlleges and powers, and relative, particip.ting, option.al or oth9r epecial rights. and qualification.a. limitation~~~ T•wcrtcttona of Juch kind, class, and series, as the Board of Ut-r~..: .. 0:-9 f"· ... y dttea adviuble and as at,all uvl b.:. i.,~on~~~!',.nt -.,Hh '""" prov1aions of this CeTttticate or iucu .. .,-.1.a.::.:.on ", ~ t~ thr fnl' ....... ,...,t now or hereafter pemitted by the laws of Delaware. (3) Pay11ents of dividends shall be as follows: 00003 2 . r~~ . ..;. ·-:· ..,_,;....:; . ,.,.,',kl'> -~·.: --~--.. ~ .. \,. ·•~4.•_')M,,, ......... ,,&\Jt- : ::;:/4 -~"' ... -!l'li~ ... -f~t1£:.·· '1'·::\," • ~,. !f |
| ;',;_.,, -,,··•~ ..... ,· ... ,i:.'L 2¥.ti• 1---••"l,J:.~~ . .,."'•~"(-~~ (a) Th• ho~d;~;i,oi .. ·,fft.;;.c1·it~~k:.~f ••~h kincl, claea, and HtiH deli1nated •'•/"'if.~:· •• CUIIIU.l.atha J.n_:t~'J1Ct ,_of . clhideadi\, lu ptehronce to the l..;ldara ut the Comon _Stoc_~t,;~hal,\ .. be en,t~C.l~cl to receive, •• •nd wh.n dt1c.lar•J t>y rh11 Huard of J;irect:~r• jµ_t,all./wul• laaal.J.y •vailable therefor. caah dividend•· 11t the rat•·· •fOl'''.8UCh:.ur • • ~.fixed iD accorduca vith the providona of Section A of tbl• Article IV ao4·ao aora . . .. / , ·;(b),._ Tb~ -b~lder ·-~1.' 'Pref~ii-red St~k. nf "'"~h ,ieriH dH:fgnated •• t~'.t*.:. noti""cu:iWl~t.1\ii'~-·1a·· .... ~., ... L i:,£ al.lv1Jend• • Ill prttrennc\! LO the hotden or tb.,_~ll Stock, ball be entitled to r~c•tv~ ~" 11nd whPr. d"'t>hr!!d bY, ..... th!'"!~'"" t,!·l)t"Tet'tDr!! out ~ fm,d~ teti,Hy • .,,,n .. ,.,,. .......... fnr1 ,.!!l!h d_ivid•-'• t •~.' the - r•t• for·_ ·,ucb iirle• •· fixed la accordance vith t"i •• ·-·~•. - ; ·":#-, '·' ,. • <>.'': pl'CrttetOT1e' of<seettcm''A' of thh • Ai'Ucl• IV" and no moT•; ·< it ·.t··_-•~h_-1: ':-~-~~i:f.,~:·p .. •,:·!:--.~---._ -~\ '\~·~-• .•.. • ,•·,•·~.:.~1~~i:,1-,.,,:;:~;t ' ' --- " .,. ' ' ''(c:) No •. d.tvJ'1~4 _afuill ~- paid u.po11. gt d,u~latllU ur set aaid• fort any •h11r'! • of Pr•fer-red t\tock with T'HpttCt to anv dividend i,eriod unlHe at the HIN! -1:!f' Ill liiH _p,;upou.:+.,~• .. ~· d.1viduml wit.u r~:,p~~l tu Llu:: ·-~ div.1.u11,uJ p•tlod 1 raubly· lo proportion to tl11~ ru~ec l. llil':! annual Jlvt1h:11d tntu. fixed therefor, •h•Jl bA patd upon, nr Jecbr@d and tf't ap11rt tnr, lilt_,. ·,,~ hana ·ot rre,.n•d Rt,_,.,. ~f • 111 kin~e, clni:Jcs. and ::cr1ac thin l&a ... ll ana. O~l.•t-~U\i and 11ntitied to receive euc:h divic.l~nd; " - ' . ... . ' ' ' ' ' : ,...,, .\ . .,,..~ So lona· •• ~~ 1.'.Mtru . ~ .".'referred Stock shall be ouutand1ng, in ao ) ... , . event ett111l 1111 dividend. vhcthu in caah or property. be paid 01' .. declared, 1101' elutll fifty clhtrf'-nt1,on be t11a«h1, OT\ tht' f"~,:in !t,et', TI'.)r ·'' ~-'''."' ._, . ..., r:· .1- •. • ·:• . ·.,, •. • .-n. .... W,1t'J •~ll any aharea oC th• COtlillOc\ Stnclc be purchucd, redoemad nr othotv1H- • ..... acqliit'ed for ¥1!1 hHt by the Corpnratfon, unleH all dividend• on all· ,. '7> cuaulative kind • c).a11••• ancl erie ■ of Preferred Stock vith reepect to au put dJ.videQJ pet·todl and uni•H all dividend• of all kinda. claa HIJ'.'.;1\i,.~.-. .. and, Hd.e■ of -ltnfarrod nock for the then cunent dividend period aball .;., .7,· h•• boan paid or declared and a aum 0 1uffident' foe tbe payunt thereof -,, .. :. <L aal -.p.att., .u.ul unle1til tbl Cotpontion aha.1.l uut. ~. in Je!ault with re pect to any :of ita obU.gationa with re1pect to any ainlting fund of any ., . { kind. claH, aJMI aeries of Prefeued Stock.. The foreaoing provi ton• of.:. .. ": thb Para1r11ph (d) shall nut. llc>wr.vt.r 1 11;,ply to " d1vldentl payable in Co ,IIOD ~tock. , ...,.: (': ;,~, .,-_., • ,,;.•,:1,. No dividend• eball be de ... d to have accrued on any ahan of Preferred • Stock 'of tl\Y kind. cluia, 11nd Ht'lH With rc!lpCCt to a.lj' period prt,)I; to the·· 4ate of original iaaue of such aha re or the dividend payment date · 1111M•U.ately pruediag or 1:o.i..l.ow1ag aucb dace ot original i. .. ,, .. , "" ll'Wl~ bt-prov14ed in tli• r11aolutloil or uaol-.t1uu& of the Board of Directors cr .. ciog such kind. cla••• .and eriea. The Preferred Stock shall not be entitled to participate in any dividend• declared and paid on the Co1111on Stock. whether- payable in caeh. atock or otherw1 .. -,. Accruals of dividends shall not bear int-rest. (4) ln th,. l'V .. nt of any. volu~tary or bv.:;lu:.t.l!"}' 11quic1:!t'!c,n, .t• ~•:• INl, distribution· nf 11•"t4tt9 ftT' vindina;-ur 'lf th<' r,..,.,n.,.cthm, t"" i.,..,~ .. - .. nF !-h(" cih,u·PQ of eitch kind, claas, and, eer'ies of the Ptefaned Stock then outstanding shall hr entitled to receive out of the, net . aHeta of the Corporation, but only in accordance with the preferences, tf·anv, provided for such kind. class, and series. before any distribution or payment anall be made to the holders of :.: . ..:. Common Stock,- the amount per share fixed by the resolution or rcoolutions of the Bonrd of 0000.t· 3 |
| (,.,,,. • r.1Nc tor!t to b• ri,ce1v•d by the hold•r• of' •httn•• uC "o.:;.h such k inc!. cl :u:i:. :11"d aeries on 6 ... ..::h \,.;.lWltAry :,r t;,• 1 ol,,ntary liquidAtlon, <lltu+uluLiun, Jietributlon of aHat.. or winding-up. •• th• caH uy be. If such vayment ahall have been made in full to the bolder• of all out unding Pref•ued Stock of all kind, clasa, and series, or duly provided tor, tbe reu1n1n..-. -tu ol LIie l:orporuL1\Ju •Ii.all 1,., available f~r distribution aaon1 the holders of the Common Stock<•• provided in Section 8(2) ot tbta Arttc1e 111), it 11pf'n ,my 1111d1 ll(1uld•Lluu, J.1. .... luliu11, c!istr1bution of llll'!l~ts OT windtn1-11r, thto net 1111.-et11 of the (;orporation availabb foT ,lt•1rrtl1utton Allll"T\8 thl' nolde,.e c>f 11nv <ln• or mnra kind, claru•~ and aeries of the Preferred Stock which (1) are entitled to• preference ovor the holders ot th• Comm.,n Stock_ . .:pon such 11.qufti.,t1c-n, dis11olntinn, dhrtribt1t1.on of ABaets or wf.ading-up, and (1Li rank equally in connection therewith, ohall be inaufficient to 11M&k.e rayment In f\111 pl tla,· pn,f,.r1•ntlill a111011n1 rn wh 1c11 the 1,.,l(lcrA of such ~hn'l'I!"! 11hatl he ,.,,Htlcd. then euc:h as11et9 shall be di t'l'ibuted .,.mong the holderti of each ti~~ -..J.hJ, cla.-.,~, &n.a •~r11..u oi tlu: i:1l•io1 , ... J. ::L .. '-~ ... ~t4t •• Ll;' :-. .;: .. ~~ .. !!ng !'~ '"~" re•,ecttve ,--.c,unta to whlch thf'y would l>tl e11dll-.J in rc,1pc..:t ot lhu 1;1hatui; hul..! '·;· t: .... m ~prr. :mch 11etr1t,•Jtin:1 If Hll :i111ni1ntQ T'"Y,....nt "" ,,, ..,1r 1, r",;!'""t tn 11uch shAre wre paiu in full. Neither the consolid4tJ.on or merger of tho Corporation, r.0r the "1ale, leas• or conveyance (..,hetb~, for cash, securities or other property) u[ all or port of its aasets, stiall be deemed a liquidation, d1Hoh.tio11, dii-trlbutiun of 1:1eta or 1.:i:l-!!:lg I.;' ::' ~c Ctr;-nr, .. fon ••:!tli!~ !:~C '!:!"Dninn nf tho fn..- .. !!ni~!! rrl"vh1nn1111. (S) Except to the extent otherwhE> r.-quired by law or provided in the resolution tlT' T'••o lnt ion111 of t.he l\oa'rd oC D lrttc toe a ado:,tcd pursuau t to author .1.1..)1 granted in this Sect1on A of Article IV, the ffhares of the Prefe-;.·red Stock shall h,we no voting power with respect to any matter whatsoever. In no event i,hall the l'trferred ~t,-,·k bu ~n1 i t!uJ Lu .:,-.,;., th.,n ,in<' '.'r,to tn resrerr oi .ach share of stock. (6) Share& of Preferred ~t eek wl,ich have been rl!dcl'med, converted, exchanged. purch~••d• retired or surrendered to the Corporation, or which have been re-acquired in any manner, 11h11l l h,w.- tht! 11tatus ,>f authorhcd .l.nd unhsued Preferred Stt'ck and uy be re-issued t>v the ~oard ot lllrccLurii as .. har~s uf the eaae or any o~her aeries. SECTION B - COMMON S10Cl (l) Aft,r th!! requirements with respect to preferential dividends, 1t any, on th" Preferred Stock (fixed pursuant to Paragraph 2(b) of Section A and as further provided for in Paragraph 3 of Section A, both of this Article IV) shall have been 11&t, and after tt\e Coq,oratton shall have complied with all the requirements, if any, with respect to the setting aside of sums in a sinkinl! fund for the purchase :.;r u.;..!~-4-t!,·:, u! .. t.1u:e• o! a.J.:, kiuJ. claim, and :cr1r.~ r,!' Prc,ft"r .. r-1 <:r,.rlt (flxf!d ~ur~~a~~ t~ r~r~;r~ph !(c) ani ~~) ~f S~cti~~ A rf th ◄~ ~rtirlP TV). thpn ~nd not otherwiGe, the holders of Common s•ock :,hall recefv.-, tr, thl' t'Xtl'nt '.'"rniitted by law. such dividends aa uy be declared from time to time by the Board of Directors; (2) After distribution in full of t.he prefchntial amount, if any (fixed pursuant to Paragraph 2(e) of Section A of this Article IV)• to be distrlhuted r<" the hnldPr~ of Preferr~d Stock, 1n thP PVPnt of the voluntarv or involuntary liquidation. dissolution, distribution of assets or winding-t..,; .,f the Corporat io.i, 4 |
| ' ,., ~• the holders of the Coaaon Stock shall be entitled to receive all the remaining asnts of the Corporation of whatever kind available for distribution to etockl.ol4ers ratably in proportion to the number of shares of Common Stock held by dwa respectively; SECTION C - OTBE& PiOVISlOIIS (1) The stockholders of the Corporation are expressly denied the preemptive right to subsc~ibe to any or all addittoul issues of stock of the Corporation of any or all c.lasaifications. kinds, clastlea or &eries thereof. {2) Any and all shares issued by the Corporation for which the full consideration has been paid or delivered shall be deemed fully paid and nonassessable shares. ~: That thereaftec, pursuant to the resolution of its Board of Directors. a special aeeting of the stockholders of said Corporation was duly called and held, upon not.ice in accordance with section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the Amend~t'nt. THIRD: That said amendment was duly adopted in accordance wit~ the provisions of Section 242 of the General Corporation La·, of the State of Delaware. FOURTH: That the capital of said corporation will not be reduced under or by reason of said Aaendaent. 11 WlTHESS VBEREOF, said ULTRA DYNAMICS CORPORATION, has caused its corporate seal to be her.unto affixed and this Certificate to by signed by GEORGE G. SOLYMAR, its Pre&ideot • aod atte1tted by R.EUot:N tl. SlWCK, its Secretary, this )("16ay of April, u,l~.· ·:::.,,,. , , ' , 'rt'/ , . • ''\. ··:.~·········· ,,.,: ",,,-:. • '}/• r.,1-:.,.?i~:(i\ ::_~:j~i~> -_ I A ' .~-,- " •• f""i:--· ; ~·/ .. :;_.::!-{'.>_./ ..l._:t, 11 0 •.• -• •trurf'·· ✓--'\ I . ULTRA DYNAMICS CORPORATION ( . '\', I BY ~-<#-""'--~ .....,____ ·, : __ G_'E_O-RG_E_G_._S_O_L_iMAiO;_~_P_r-es_i_d_e_n_t __ 11,)' ' / BY: __ I (, L I ...,..._.-~,~-~~L~~-~-_..t_i_. _.,..,.-~-~w--~,_, __ _ REi.MiifM. SIWEK,· Secretary |
| STATE OF NEW YORK COUNTY OF WESTCHESTER ) ) ss.: ,,., . . . • • On the\oY,-lay of April, 1983, personally came before me. a Notary Public in and for the County and State•• aioreaaid, GEORGE G. SOL\MAR, PreRident of ULTRA DYNAMICS CORPOBATlON, a Corpnration of the State of Delaware, and he duly executed said Certificate before me and acknowledged the said Certificate to be his act and deed and the act and deed of eaid Corporation and the facts stated therein are true; and that the •••l affixed to the said Certificate and attested by the Secrecary of said Corporation is the comnon or corporate seal of said Corporation, IN WITNESS WHEREOF, 1 have hereunto aet my hand and seal of office the day and year aforeeaid. ·.~ (SEAL) 6 |
| .. ,. .. -. CDTlPlCATE OF AMEHDMINT OF CIRTIFICAT! or INCOIPOIATIO~ FI LEO ID~ JUN 13 1983 .............................. ., ............................................... . Ultra Dynallice Corporation, a con,oration organised and existing under and by virtue of the General Corporation Law of th• State of Delaware, DO!S ll!REBY l:ll'tlFY: That at a aeeting of the Board of Direc::on of Ultra Dyuaaic• Corporation on April 28, 1983, resolutions were duly adopted setting forth a proposed aaendMnt ro the CertiflcatP. of lncorpor11tion of said corporation, declarina said amendment t~ be advisable a~d calling a 11t:~ting of the stocltholderc of said corporation for consideration tnereof. The resolution setting forth the propoe~d uendment is as follows: RESOLVED; Thal the Cer:.i.f'icate of Incorporation of this corporation be aaendea by changing the FIRST Article thereof so that, as Amended, said Article shall be anJ read as follows: "The name of the corporation is Purcflow Incorporated" SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held on April 28, 198), upon notice in accordance with Se.ction 2;!2 of the General Corporation Law of the State of Delaware at which •~et ng the necessary number of shares as required by statute were voted in favor of the amendment. ~: That said amendment was duly adopted in accordance ,,,.1th the proviaions of Section 242 of the General Con,oration Law of the State of o~lavare. 00002 ' , |
| :: .. ; .; IN VITNISS WREIEOP, aid Ultra Dynamics Corporation has cau1ed this C:ert1UcaU to be li&ned by GIOllCE G. SOLYHAR, ita President rnd attested by llEUBEN K. SIWBl, it• S•cretary, tht• ~..,...- day of May, 1983. ·._ ULTRA DYNAHICS CORPOKA'tl.ON ATBST: 00003 |
| ... ,. . • - STATE OP COLIFORNIA ) COUNTY OF LOS ANGELES) SS,; . . 1,111 On theJf' day of Hay, 1983. personally came before me. a Notary Public in and for the County and State as aforesaid, GEORGE G, SOLYMAR, President of ULTRA DYNAMICS CORPORATION, a Corporation f the State of Delaware, and he duly executed said Certificate before me and acknowledged the aaid Cert\flcate to be the act and deed of said Corporation and the facts stated therein are true; and that the seal affixed to the said Certificate and attested by the Secretary of the Corporation is the co111JDOn or corporate seal of said Corp~ration. IN WITNESS WHEREOF• I have hereunto set my hand and seal of office the day and year aforesaid. ~-~ NOTARY PUBLIC {SEAL) U0\)04 .',,·. |
| : . ,,. ~-•12~00~, ClllnFICATE OP AMENl>M!NT OP CERTIFICATE OF INCORPORATION OF PUROFLOW INCORPORATED . FILED .......................... l,vr ,.u..aa 9 ~ •• t.q. ~,.c.\ 19 P .. 2• 'ti) .......... , ............. . PUROPLOW INCOIPOBATED, a Corporation organized and exi tina under and by virtue of the General Corporation Law of the State of Del~vare, does hereby certify: nan: That at a aeeting of the Board of Directors of the Corporation, 'molutiona were duly adopted setting forth a proposed amenclMnt to the Certificate of Incorporation of said Corporation, declaring said Amendment to be advluble and callina • meeting of the Stockholder• of said Corporation for cooaideration thereof. The resolution setting forth the proposed Aaendment 1• •• follova: RESOLVED: That tho Certificate of Incorporation of this Corporation be aMnded bJ addina a new section 12 to such Certificate of Incorporation titled "Section 12. Liaitation of Liability of Directors" as follows: •section 12. Ltaitation of Liability of Directors. "(A) A Director of the Corporation shall not be liable to the Corporation or it• Stockholder• for aonetary daaages for breach of fiduciary duty••~ director, except to the extent such exemption from liability or lilllitation thereof ta not permitted under the Delaware General Corporation Law aa the same exists or uy hereafter be aaended. "CB) Arty repeal or IIOdification of the foregoing paragraph (A) by the stockholder, of the Corporation shall not adversely affect any rigbt or protection of a director of the Corporation exiatiag hereunder vitb respect to an:, act or OlliHion occurring prior to, or at the time of, such repeal or a>diftcation." II WITNESS WREll!OP, said PUROFLOW INCORPORATED. has cau~ed its Co?!lorate Seal to be hereunto affixed and this Certificate to be signed by George G. Solyur, its Preaident, and attested by Reuben M. Siwek. its Secntary, this 4th day of .. Sept_.r PUROFLOW INCORPORATED AttHt: BY:_ ........ ~-..-U ·- .. , ,.~ ..... -•} 11 ____ .. __ ,.. |
| ' .. ,· " STAT! OP NEV YORK ) COUNTY OF WESTCHESTER ) ss.: On the 5th day of Septeab.r • personally came before ae, a Notary Public in and for the County and State aa aforeeaid, GEORGI G. SOLYKAll, Preaident of PUROFLOW INCORPORATED, a Corporation of the State of Delaware, and he duly executed Mid Certificate before 111e and acknowledged the ••id Certificate to be hi• act and deed and the act and deed of said Corporation and the fact ■ atated the-r.in are true; and that the seal affixed to the Mid Certificate and atteated by the Secretary if said Corporation ia the coamon or Corporate Seal of ••id Corporation. IN WITNESS WHEREOF. I have hereunto set my hand and seal of office the day and year aforesaid. (SEAL) |
| I I L CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF Puroflow Incorporated * * * * * * FILED Puroflow Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corpora-tion, at a meeting duly held, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation: RESOLVED, that the Certificate of Incorporation of Puroflow Incorporated be amended by changing the first three paragraphs of the Fourth Article thereof so that, as amended, said Article shall be and read as follows: "The total number of shares of stock which this corporation is authorized to have outstanding at any one time is six million five hundred thousand (6,500,000) shares, which shall be divided as follows: (a) Six million (6,000,000) shares of Common stock having a nominal or par value of Six and Two-Thirds Cents ($.06 2/3) per share. (b) Five hundred thousand (500,000) shares of Preferred stock having a nominal or par value of Ten Cents ($.10) per share." |
| .. SECOND: That in lieu of a meeting and vote of stock-holders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Puroflow Incorporated has caused this Certificate to be signed by GEORGE SOLYMAR, its President, and attested by REUBEN M. SIWEK, its Secretary, this Ni nth day of March , 1989. ATTEST: By __,_!....;;'[-=)L~Yh~·~~/~,=-.J...~,-----,--- Reuben M. Siwek, Secretary |
| FILED 10:00 AM 10/17/1995 950238115 - 567115 CERTIFICATE OF AMENDMENT OF CERTIFICATE Of INCORPORATION OF PUROFLOW INCORPORATED Puroflow Incorporated, a corporation organized c,nd existing under and bv virtue of rhe General Corporation Law of the State of Delaware. DOES HERESY CERTIFY: fl.B.iI: That the Board of Directors of said corporation, at a meering duly held, adopted '1 resolution proposing and declaring adviseble the following amendment to the Certificate of Incorporation of said corporation: RESOLVED, That the Certificare of lm;orporation of Puroflow Incorporated be amended by changing the first three paragraphs of the Fourth Article thereof so that. as amended, said Article shell be anCI read as follows: "The total number of shares of stock which this corporation is authorized to have issued at 5rt.'f cme til11e is 'l'lle1ve Mil.lion Five Htnb:ai 'l1nJSBnd (12,500,000) shares, which shall be divided as follows: (al Twelve Milllon (12,000,000) shares of Common Stock having a nornir,al or par value of One Cent ( $ .0 f l per share. (b) Five Hundred Thousand (500,000l shares of Preferred Stock having a nominal or par value of Ten Cents ($.10) per ghare.'' SECOND: That thereafter, pursuant to resolution of its Board of Directors, an Annual Meeting of Stockholders of said corporation was duly called and held on September 18, 1995, upon notice in accordence with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as requi!'ed by statute were voted in favor of the amendment. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation L~w ot ths State of Delaware. |
| Certificate of Amendment of Certificate of Incorporation of Puroflow Incorporated Page 2 IN WITNESS WHEREOF, said Puroflow Incorporated has caused this Certificate to be signed by Michael H. Fig off, its President, and attested by Sandy Yoshisato, its Secretary, this 3rd day of October, 1995. Puroflow Incorporated ATTEST: By s,,S2 f+• Sandy Yoshisat~ Secretary |
| CALIFORNIA ALL·PURPOSE ACKNOWLEDGMENT State of California County of Los Angel es On October 3, 1995 before me, Sandy Yoshisato, Notary Public DATE NAME, TITLE OF OFFICER - E.G , "JANE DOE. NOTARY PUBLIC" personally appeared __ M_,_· c_h_ae_l_H_. _F_i_g_of_f _______________ _ NAME(S) OF SIGNER(S) [x] personally known to me - OR - D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac-knowledged to me that he/she/they executed the same in his/her/their authorized 1· ........ , , .. ·1 a •_:,.. SANORA M. VC ... HISATO .,. • -- -~ COMM.# 1036417 z I ~ -,,; • .. Nota,y Pl.bile - Co!ifomia ?£ z , ' LOS ANGELES COUNTY ;:. l Mv Comm. Expires AUG 21. I'.( . " 4000000¥03000~ capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE F NOTARY No. 5907 ----------OPTIONAL---------- Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER 0 INDIVIDUAL [x) CORPORATE OFFICER President TITLE(S) 0 PARTNER(S) 0 ATTORNEY-IN-FACT 0 TRUSTEE(S) 0 LIMITED 0 GENERAL 0 GUARDIAN/CONSERVATOR 0 OTHER: ----- SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) Puroflow Incorporated DESCRIPTION OF ATTACHED DOCUMENT Certificate of Amendment of Certificate of Incorporation TITLE OR TYPE OF DOCUMENT Two (2) NUMBER OF PAGES October 3, 1995 DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE ©1993 NATIONAL NOTARY ASSOCIATION• B236 Remmel Ave, P.O. Box 7184 • Canoga Park, CA 91309-7184 |
| CIRtJJl'JCAU or .uDNDMEltt OFTD aRTlftCA'J'E or JNCORN>B4TION OP PUROFLOW INCORPORATED Puro11ow ~. a corpomion orpaized and existing undsr lftd by vhtuc of th, Genal Cflrporaticm Law of the: St.aee ofDeJaWtn (the ilolCosporafion•'), ooas JreR.SY CiRTlFY: .FJR.ST: That thb !ioatd of Dhctan ot thl Ca,pcq'idM ~t a duly Ailed meatifta, clllly adopwd rt10lut1om llttina forth a proposod amcn=iant or the Certiiicm of ~cnt or dm Owpmation, dcclamg said amondmtnt m be ldvuable an4 Pl'OP~ that said amendment be, ,~msidcsn,d by tho 1toekh0Wen ot 1hc Corpo~ol). Tho resolution Mthtc fcuth the pn,poacd mcn.dmcnt ia u foJlaWli: RESOLvm>, that ~ BOlnl of Direotors dKllns that it ir; ~lo to amend Ani~lG FOUR.TR ot1be Cenificate "flacorporaticua of CU Cotporlti0n u foUO'Wl: 'iPOtJRTff: Thi$ Coa]:iolatioa ii 1uth01faid tQ issue two clasHI of stock to be daiartatld, •Je0d¥ely, "Commcm SJ:Dck"" 4111d ~cm;cl Stock." The tota1 n\lmblr of'lharof or COfflllUlll Slack this CO?pOn.tiOn ii authoriaod. IO lnua is 12,000,000, par ytlut S.15 per lblrl, and dlt total n.umbar of _. otPrd'errad S•k thil Cocpomion iii a\lehmi= to ilsue is s00.000 d\lftl of Prtfe.tald :Stildc, par "111t S. lO p.- ~ wilb the Board or I>in:ctcn btUftl hereby aulhclrized to fil Of 8'f thfl riatm. prefarenc•, privilqa and Rllric:tion JrlDtcd to or ifflJ)Oled upon any Nliet or such ~ Stoct, u ~ nmbor of.,.. comtituti1'* .ny such seria and the dl&i8ftlMII tlltno~ or of aay Qf lhflo, 1bl BOlld of Dim:ton ia also authoriuid to im:reue or dema&a tht naamber of lblret ff any Rrie&. prior or 1'1bscQ'IHlllt to lbe i$SU tJf Utu Nriel, but not l,c1Gw the num'blr or wrea ot •• Rrias 1h1m 011-.Bna- ln am d\11 mmibet' of lblrm of ab)' 1cd.es shall ht 10 ~~ the tbarn Mftltitutia, nc:b ~ 8baJJ fllllml tlll •«- wblch tbl,y had ,nor to tho adaption of die reaolution ariainalJy b!ng th•~oflblrca ofub Nri• lu gfOotcJhcr L 2001 (the "Bffttctive .Datt''), each 111ft of Common Sioc;k1 par va4Jo s.01 per aban:. of lhe Corpollttcm la.cl and outstanding or held. o treasury STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04: 00 PM 09/26/2001 010478351 - 0567115 |
| shares immediat.tly prlor to the Eftccuv, Date (the "Old Cormnon Stock") mall automatically be toelauified .nd contmYed (!he •~ersc Splii?, wtt.hout Nl)' acuon mi the part of the holdar thereof: ., ooe•fitteenth of on• &bare of Cammon Skk¼. The CCQOration •hall not llllUI frac;ti.anal &hlfCII OU ~, of the Rcverat Split. Hold•rt of Old Common Stoek who wo11Jd othenwi11 be etitlad to a ft-actiOD uf a Share on account of the R.e\rae SpU, 6l1l remvc, upon 1mnmder or the stock certifi"'I$ ronnwly ~ting thalo1 or the Old Commo;a Stock, in Jiou ot iuoh fractional share, an amQ\IDt ln cash (the ~cech-in .. Licu A.mOWlt") equal to the then market value of suoh h.rional tntemt, Such mantt valua will be d...-mintd by ealc~atin, th; aV'1'1SC clo1in, price of the Comm~ll Stack as qtK>tcd. on the OTC 8u11elfn Bc,ml for tho tel\ businm cuys prior to the Bffclve Date, No intQeSt thall be payable on die C.lih .. in•Uev Amount!' SECOND; That thereafter, tho atodcholdcrs of U111 Ce>tj)Ollticm, at I duly call=. meeriQg of the 1'toekholdars, Voted ht favor of the amMdment THDU>: that nid amendment wu duly tdoptod in accordance with tn• l)rO\li~io.as of Section 242 of the Oon.al COl'pffl'atfon Law af tht St• of Delawm. IN WITNESS WREU.OF, .Puroflow Incorpcratod fiat caused 'this Ctrlificalt to be ~ned by Michael H. Agoff', itl Pruidt:At Md Chief Executive Officer, tl\ii .i:S,_ day of ~~2001. PU'IWFLOW JNCORPOUTm> TOTAi.. P.83 TOTAL P.03 |
| CERTIFICATE OF AMENDMENT OF Secretary of State Division of Corporations Delivered 11: 44 AM 10/29/2003 FILED 11 :36 AM 10/29/2003 SRV 030693726 - 0567115 FILE CERTIFICATE OF INCORPORATION . OF l-UROFLOW INCORPORATED PUR.OFLOW INCORPORATED, a corporation organized and existing Wlder and by virtue of the General Corporation Law of the State ofDelaware (the "Corporation'1 ), DOBS HEREBY CERTIFY: 1. This Certificate of ,Amendment amends the Certificate of Incorporation ofthe Coxporation (the "Certificate ofincorporation'1 by amending Article First to change the name of the Corporation. 2. The text of Article First of the Certificate of Incorpotation is amended hereby to rean as follows: ·•First~ The name of the Corporation is Arg~ Inc.,, 3. The foregoing amendment to the Certificate of Incorporation was duly adopted by vote of the stockholders holding a majority of the outstanding stock entitled to vote thereon. 4. This amendment to the Certificate of Incorporation was duly adopted in accoldance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by tbe undersigned authorized officer this ,-3 N,, day of October, 2003. PURO By.· ~-=~~{,c!;.;.. __ __:.......;~---- N ainer li. ~ossellnann Title: Chainnan of the Boa.rd |
| CERTIFICATE OF AMENDMENT OFTHE CERTIFICATE- OF INCORPORATION OF ARGAN,INC. ARGAN, fNC .• a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation''), DOES HEREBY CERTIFY: 1. This Certificate of Amendment amends the Certificate of incorporation of the Corporation (the "Certificate of Incorporation") by amending the Fourth Article thereof to increase the numbt.-rof authorized shares of the Corporation's Common Stock from 12,000,000 shares to 30,000.000 shares. 2. The text of Article Four of the Certificate of Incorporation is hereby amende<l by deleting the reference therein to "I 2;000,000" and inserting "30,000,000" in l.icu thereof: 3. The foregoing amendment to the Certificate of Incorporation was duly adopted by vote oftht'. stockholders holding a majority of the outstanding stock entitled to vote thereon. 4. This amendment to the Ce11ificate of Incorporation was duly adopte-d in accordanc~ with the provisions of Section 242 of the General Corptm:1tion Luw of the State of Delaware. IN WITNESS WHEREOF. the Corporation has caused this certificate to be signed by the undersignt~d authorized officer this /1 t1 day of June, 2007. State of Delaware Secretazy of State Division of Corporations Delivered 10:07 PM 06/25/2007 FILED 09: 37 PM 06/25/2007 SRV 070749258 - 0567115 FILE |
| CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ARGAN, INC. Argan, inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows: FIRST: This Certificate of Amendment (the "Certificate") amends the provisions of the Corporation's Certificate of Incorporation originally filed with the Secretary of State of the State of Delaware on May 15, 1961, as subsequently amended (the "Amended Certificate of Incorporation"). SECOND: Article 12 ofthe Amended Certificate of Incorporation is hereby amended and restated in its entirety as follows: TWELFTH. No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. If the General Corporation Law of the State of Delaware is amended after the effective date of this Amended Certificate to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended, as of the date of such amendment. No amendment or modification (including any amendment or modification effected by operation of law merger, consolidation or otherwise) or repeal of the foregoing paragraph shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation hereunder in respect of any acts or omissions occurring prior to the effectiveness of such amendment, modification or repeal. THIRD: This amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. FOURTH: All other provisions of the Amended Certificate of Incorporation shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned has hereunto signed his name and affirms that the statements made in this Certificate are true under the penalties of perjury this 17th day of June, 2025. |
Exhibit 31.1
SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION
I, David H. Watson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Argan, Inc. (the “Registrant”) for the period ended July 31, 2025;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: September 4, 2025 | By: | /s/ David H. Watson |
|
| David H. Watson |
| | President and Chief Executive Officer |
|
| (Principal Executive Officer) |
Exhibit 31.2
SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION
I, Joshua S. Baugher, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Argan, Inc. (the “Registrant”) for the period ended July 31, 2025;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: September 4, 2025 | By: | /s/ Joshua S. Baugher |
|
| Joshua S. Baugher |
| | Senior Vice President, Chief Financial Officer and Treasurer |
|
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Argan, Inc., a Delaware corporation (the “Company”), on Form 10-Q for the period ended July 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David H. Watson, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 4, 2025 | By: | /s/ David H. Watson |
|
| David H. Watson |
| | President and Chief Executive Officer |
|
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Argan, Inc., a Delaware corporation (the “Company”), on Form 10-Q for the period ended July 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua S. Baugher, Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 4, 2025 | By: | /s/ Joshua S. Baugher |
|
| Joshua S. Baugher |
| | Senior Vice President, Chief Financial Officer and Treasurer |
|
| (Principal Financial Officer) |