UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 8, 2015
ARGAN, INC.
(Exact Name
of Registrant as Specified in its Charter)
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Delaware |
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001-31756 |
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13-1947195 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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One Church Street, Suite 201, Rockville, MD |
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20850 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (301) 315-0027
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On June 8, 2015, Argan, Inc. (Argan) issued a press release announcing its financial results for the three months ended April 30, 2015;
this period represents its first quarter of fiscal year 2016. A copy of Argans press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Argan, Inc., Press Release, issued June 8, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ARGAN, INC. |
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Date: June 9, 2015 |
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By: |
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/s/ Cynthia A. Flanders |
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Cynthia A. Flanders |
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Senior Vice President and |
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Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Argan, Inc., Press Release, issued June 8, 2015. |
Exhibit 99.1
Argan, Inc. Reports First Quarter Results
June 8, 2015 ROCKVILLE, MD Argan, Inc. (NYSE: AGX) today announced financial results for its first quarter
ended April 30, 2015.
First Quarter Highlights:
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Revenues of $85 million for our first quarter compared to $51 million for last years first quarter. |
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Net income attributable to our stockholders of $7.5 million vs. $3.5 million for last years first quarter. |
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Diluted earnings per share of $0.50 vs. $0.24 for the prior year quarter. |
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Cash, cash equivalents and short-term investments of $331 million at current quarter-end. |
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EBITDA attributable to our stockholders was $12.5 million, a 125% increase over the prior year quarter. |
Our
strong and steady performance on two large gas-fired power plant projects enhanced our operating results for the current quarter. As a result, revenues of $85 million increased 67% over the same period last year and our gross profit margin
percentage increased from 20% for the quarter ended April 30, 2014 to 25% for the current quarter. Our subsidiary, Gemma Power Systems, contributed 97% to total consolidated revenues and gross profit for the current quarter.
Income from operations for the first quarter of the current year was $15.6 million compared to income from operations of $6.7 million for the quarter ended
April 30, 2014. SG&A remained stable at approximately 7% of revenues for the quarters ended April 30, 2015 and 2014. Net income attributable to the stockholders of Argan, Inc. for the first quarter was $7.5 million, or $0.50 per
diluted share, compared with $3.5 million, or $0.24 per diluted share a year ago.
Consolidated EBITDA attributable to the stockholders of Argan, Inc. was
$12.5 million for the quarter ended April 30, 2015, a 125% increase over the same period last year.
Contract backlog declined to $347 million as of
April 30, 2015 from $423 million as of January 31, 2015, as progress continued on the two Panda gas-fired power plant projects in Pennsylvania.
Commenting on Argans first quarter results, Rainer Bosselmann, Chairman and Chief Executive Officer, stated, Our ability to increase revenues,
while maintaining strong gross margins, is a testament to our strength in execution. While the amount of our booked business declined during the current quarter, we are seeing a significant level of bids outstanding with both new and repeat
clients.
About Argan, Inc.
Argans primary business is designing and building energy plants through its Gemma Power Systems subsidiary. These energy plants include single and
combined cycle natural gas-fired power plants as well as alternative energy facilities including biodiesel, ethanol, and those powered by renewable energy sources such as wind and solar. Argan also owns Southern Maryland Cable, Inc.
Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject
to risks and uncertainties including, but not limited to: (1) the Companys ability to achieve its business strategy while effectively managing costs and expenses; (2) the Companys ability to successfully and profitably
integrate acquisitions; and (3) the continued strong performance of our power industry services business. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking
statements due to a number of factors detailed from time to time in Argans filings with the Securities and Exchange Commission. In addition, reference is hereby made to cautionary statements with respect to risk factors set forth in the
Companys most recent reports on Form 10-K and 10-Q, and other SEC filings.
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Company Contact: |
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Investor Relations Contact: |
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Rainer Bosselmann |
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Cynthia Flanders |
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301.315.0027 |
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301.315.0027 |
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended April 30, |
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2015 |
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2014 |
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REVENUES |
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Power industry services |
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$ |
82,884,000 |
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$ |
49,824,000 |
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Telecommunications infrastructure services |
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2,604,000 |
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1,367,000 |
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Revenues |
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85,488,000 |
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51,191,000 |
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COST OF REVENUES |
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Power industry services |
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62,379,000 |
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40,049,000 |
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Telecommunications infrastructure services |
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1,942,000 |
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1,091,000 |
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Cost of revenues |
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64,321,000 |
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41,140,000 |
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GROSS PROFIT |
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21,167,000 |
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10,051,000 |
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Selling, general and administrative expenses |
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5,540,000 |
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3,379,000 |
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INCOME FROM OPERATIONS |
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15,627,000 |
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6,672,000 |
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Other income, net |
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85,000 |
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22,000 |
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INCOME BEFORE INCOME TAXES |
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15,712,000 |
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6,694,000 |
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Income tax expense |
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4,861,000 |
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1,894,000 |
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NET INCOME |
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10,851,000 |
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4,800,000 |
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NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
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3,348,000 |
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1,325,000 |
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NET INCOME ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC. |
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$ |
7,503,000 |
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$ |
3,475,000 |
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NET INCOME PER SHARE ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC. |
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Basic |
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$ |
0.51 |
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$ |
0.24 |
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Diluted |
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$ |
0.50 |
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$ |
0.24 |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
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Basic |
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14,637,000 |
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14,299,000 |
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Diluted |
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14,864,000 |
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14,683,000 |
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ARGAN, INC. AND SUBSIDIARIES
RECONCILIATIONS TO EBITDA
(Unaudited)
Consolidated Operations
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Three Months Ended April 30, |
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2015 |
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2014 |
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Net income, as reported |
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$ |
10,851,000 |
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$ |
4,800,000 |
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Net income attributable to noncontrolling interests |
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(3,348,000 |
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(1,325,000 |
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Interest expense |
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(68,000 |
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Income tax expense |
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4,903,000 |
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1,894,000 |
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Depreciation |
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119,000 |
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142,000 |
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Amortization of purchased intangible assets |
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60,000 |
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60,000 |
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EBITDA attributable to the stockholders of Argan, Inc. |
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$ |
12,517,000 |
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$ |
5,571,000 |
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Power Industry Services
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Three Months Ended April 30, |
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2015 |
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2014 |
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Income before income taxes |
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$ |
17,001,000 |
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$ |
8,009,000 |
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Income before income taxes attributable to noncontrolling interests |
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(3,306,000 |
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(1,325,000 |
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Interest expense |
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(68,000 |
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Depreciation |
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75,000 |
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96,000 |
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Amortization of purchased intangible assets |
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60,000 |
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60,000 |
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EBITDA attributable to the stockholders of Argan, Inc. |
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$ |
13,762,000 |
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$ |
6,840,000 |
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Management uses EBITDA, a non-GAAP financial measure, for planning purposes, including the preparation of operating budgets
and to determine appropriate levels of operating and capital investments. Management believes that EBITDA provides additional insight for analysts and investors in evaluating the Companys financial and operational performance and in assisting
investors in comparing the Companys financial performance to those of other companies in the Companys industry. However, EBITDA is not intended to be an alternative to financial measures prepared in accordance with GAAP and should not be
considered in isolation from our GAAP results of operations. Pursuant to the requirements of SEC Regulation G, a reconciliation between the Companys GAAP and non-GAAP financial results is provided above and investors are advised to carefully
review and consider this information as well as the GAAP financial results that are presented in the Companys SEC filings.
ARGAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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April 30, 2015 |
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January 31, 2015 |
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(Unaudited) |
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(Note 1) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
274,528,000 |
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$ |
333,691,000 |
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Short-term investments |
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56,017,000 |
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Accounts receivable, net of allowance for doubtful accounts |
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34,500,000 |
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27,330,000 |
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Costs and estimated earnings in excess of billings |
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595,000 |
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455,000 |
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Notes receivable and accrued interest |
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2,025,000 |
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1,786,000 |
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Prepaid expenses and other current assets |
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4,340,000 |
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1,092,000 |
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TOTAL CURRENT ASSETS |
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372,005,000 |
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364,354,000 |
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Property, plant and equipment, net of accumulated depreciation |
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7,606,000 |
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6,518,000 |
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Goodwill |
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18,476,000 |
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18,476,000 |
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Intangible assets, net of accumulated amortization |
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1,785,000 |
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1,845,000 |
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TOTAL ASSETS |
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$ |
399,872,000 |
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$ |
391,193,000 |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
29,914,000 |
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$ |
37,691,000 |
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Accrued expenses |
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19,061,000 |
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15,976,000 |
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Billings in excess of costs and estimated earnings |
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162,973,000 |
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161,564,000 |
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Deferred income tax liabilities |
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462,000 |
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201,000 |
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TOTAL CURRENT LIABILITIES |
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212,410,000 |
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215,432,000 |
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Deferred income tax liabilities |
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419,000 |
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809,000 |
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TOTAL LIABILITIES |
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212,829,000 |
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216,241,000 |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS EQUITY |
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Preferred stock, par value $0.10 per share 500,000 shares authorized; no shares issued and outstanding |
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Common stock, par value $0.15 per share 30,000,000 shares authorized; 14,672,184 and 14,634,434 shares issued at April 30
and January 31, 2015, respectively; 14,668,951 and 14,631,201 shares outstanding at April 30 and January 31, 2015, respectively |
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2,201,000 |
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2,195,000 |
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Additional paid-in capital |
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110,930,000 |
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109,696,000 |
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Retained earnings |
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81,117,000 |
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73,614,000 |
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Treasury stock, at cost 3,233 shares at April 30 and January 31, 2015 |
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(33,000 |
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(33,000 |
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TOTAL STOCKHOLDERS EQUITY |
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194,215,000 |
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185,472,000 |
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Noncontrolling interests |
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(7,172,000 |
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(10,520,000 |
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TOTAL EQUITY |
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187,043,000 |
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174,952,000 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
399,872,000 |
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$ |
391,193,000 |
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Note 1 The condensed consolidated balance sheet as of January 31, 2015 has been derived from audited
consolidated financial statements.
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