Date: 9/4/2025 Form: 8-K - Current report
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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): September 4, 2025

ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-31756

 

13-1947195

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4075 Wilson Boulevard, Suite 440, Arlington, Virginia

 

22203

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (301) 315-0027

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Title of Each Class:

Trading Symbol(s):

Name of Each Exchange on
Which Registered:

Common Stock, $0.15 Par Value

AGX

New York Stock Exchange

Item 2.02. Results of Operations and Financial Condition.

On September 4, 2025, Argan, Inc. ("Argan”) issued a press release announcing its financial results for the three months ended July 31, 2025. A copy of Argan’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

  

Description

99.1

  

Press Release issued by Argan on September 4, 2025

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ARGAN, INC.

Date: September 4, 2025

 

 

By:

 

/s/ Joshua S. Baugher

 

 

 

Joshua S. Baugher

 

 

 

Senior Vice President, Chief Financial Officer and Treasurer

Exhibit 99.1

Graphic

Argan, Inc. Reports Second Quarter Fiscal 2026 Results

Reports Record Backlog of $2.0 Billion

September 4, 2025 – ARLINGTON, VA – Argan, Inc. (NYSE: AGX) ("Argan” or the "Company”) today announces financial results for its second quarter of fiscal year 2026 ended July 31, 2025. The Company will host an investor conference call today, September 4, 2025, at 5:00 p.m. ET.

Consolidated Financial Highlights

($ in thousands, except per share data)

July 31, 

 

For the Quarter Ended:

    

2025

    

2024

    

Change

 

Revenues

$

237,743

$

227,015

$

10,728

Gross profit

 

44,267

 

31,105

 

13,162

Gross margin %

 

18.6

%  

 

13.7

%  

 

4.9

%

Net income

$

35,275

$

18,198

$

17,077

Diluted earnings per share

 

2.50

 

1.31

 

1.19

EBITDA

36,225

24,842

11,383

EBITDA as a % of revenues

15.2

%  

10.9

%  

4.3

%

Cash dividends per share

 

0.375

 

0.300

 

0.075

July 31, 

For the Six Months Ended:

2025

2024

Change

Revenues

$

431,403

$

384,697

$

46,706

Gross profit

 

81,130

 

49,049

 

32,081

Gross margin %

 

18.8

%  

 

12.8

%  

 

6.0

%

Net income

$

57,825

$

26,080

$

31,745

Diluted income per share

 

4.09

 

1.90

 

2.19

EBITDA

66,524

36,732

29,792

EBITDA as a % of revenues

15.4

%  

9.5

%  

5.9

%

Cash dividends per share

 

0.750

 

0.600

 

0.150

    

July 31, 

January 31, 

    

 

As of:

2025

2025

Change

 

Cash, cash equivalents and investments

$

572,190

$

525,137

$

47,053

Net liquidity (1)

 

344,462

 

301,443

 

43,019

Share repurchase treasury stock, at cost

114,520

105,643

8,877

Project backlog

 

1,953,000

 

1,361,000

 

592,000


(1)

Net liquidity, or working capital, is defined as total current assets less total current liabilities.

David Watson, President and Chief Executive Officer of Argan, commented, "We drove continued momentum in the second quarter of fiscal 2026, as reflected in consolidated revenue of $237.7 million, gross margin of 18.6%, significantly improved diluted earnings per share of $2.50 and substantially increased EBITDA of $36.2 million. Additionally, demand for our capabilities across all of our business segments remains strong, with record backlog of $2.0 billion.


"We achieved a few project milestones in the quarter, reflecting excellent execution and solid progress within our project base. During the quarter, we completed our LNG project in Louisiana and achieved first fire at one of our Trumbull units, followed by first fire at the second Trumbull unit occurring in August.  Several of our renewable projects advanced meaningfully this summer, as cooperative weather allowed us to make significant progress. Additionally, in July we announced that we entered into an engineering, procurement and construction services contract for the Platin Power Station located in Ireland. The facility will provide approximately 170 MW of generation capacity to the grid during periods of high demand and supply shortfall.  

"With our diverse capabilities, longstanding customer and vendor relationships, and track record of success, Argan remains well positioned to benefit from the current demand environment as the industry responds to the urgent need for reliable energy resources to strengthen the power grid. The ongoing electrification of everything requires an uninterrupted supply of reliable, high-quality energy, and we are a proven partner in constructing the types of large and complex power generating facilities that are necessary to support the unprecedented growth in power demand. We’re excited about the opportunities we’re seeing in the marketplace and remain focused on our disciplined approach to pursuing and winning the right projects, with the right partners, in the right geographies.”

Second Quarter Results

Consolidated revenues for the quarter ended July 31, 2025 were $237.7 million, an increase of $10.7 million, or 4.7%, from consolidated revenues of $227.0 million reported for the comparable prior year quarter. The increase in the number of current projects and contract backlog has resulted in increased project activity and the related revenues compared to the prior year quarter. During the second quarter of fiscal 2026, several recently awarded power plant projects were in their early stages of activity with limited revenues, while the Company’s mature projects continued to generate significant activity.

For the quarter ended July 31, 2025, Argan’s consolidated gross profit was $44.3 million, or 18.6% of consolidated revenues. Consolidated gross profit for the quarter ended July 31, 2024 was $31.1 million, or 13.7% of consolidated revenues. The increase from the comparable prior year quarter is primarily due to improved gross profit margins for the Power Industry Services segment.

Selling, general and administrative expenses 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 was $5.6 million, which primarily reflected investment income earned during the period. During the quarter ended July 31, 2025, the Company recorded income tax expense of $0.4 million on pre-tax book income of $35.6 million, which reflects a meaningful benefit from the favorable deductions resulting from stock option exercises during the period. For the comparable period last year, Argan recorded income tax expense of $6.1 million on pre-tax book income of $24.3 million.

For the quarter ended July 31, 2025, Argan achieved net income of $35.3 million, or a record $2.50 per diluted share, compared to $18.2 million, or $1.31 per diluted share, for last year’s second quarter. EBITDA for the quarter ended July 31, 2025 increased to $36.2 million compared to $24.8 million in the same quarter of last year.

Argan continues to generate signficant cash flow and increased its total balance of cash, cash equivalents and investments during the quarter. The total balances were $572.2 million and $525.1 million as of July


31, 2025 and January 31, 2025, respectively. Balance sheet net liquidity was $344.5 million at July 31, 2025 and $301.4 million at January 31, 2025; furthermore, the Company had no debt.

First Six Months Results

Consolidated revenues for the six months ended July 31, 2025 were $431.4 million, an increase of $46.7 million, or 12.1%, from consolidated revenues of $384.7 million reported for the comparable prior year period. For the six months ended July 31, 2025, consolidated gross profit increased to approximately $81.1 million, or 18.8% of consolidated revenues, compared to consolidated gross profit of $49.0 million, or 12.8% of consolidated revenues, reported for the six months ended July 31, 2024.

For the six months ended July 31, 2025, Argan achieved net income of $57.8 million, or $4.09 per diluted share, versus net income of $26.1 million, or $1.90 per diluted share, for last year’s comparable period. EBITDA for the six months ended July 31, 2025 increased to $66.5 million compared to $36.7 million in the same period of last year.

As of July 31, 2025, consolidated project backlog was approximately $2.0 billion, as compared to approximately $1.4 billion at January 31, 2025.

Conference Call and Webcast

Argan will host a conference call and webcast for investors today, September 4, 2025, at 5:00 p.m. ET.

Domestic stockholders and interested parties may participate in the conference call by dialing (888) 506-0062 and international participants should dial (973) 528-0011; all callers shall use access code: 230123.

The call and the accompanying slide deck will also be webcast at:

https://www.webcaster4.com/Webcast/Page/2961/52705

The conference call and slide deck may also be accessed via the Investor Center section of the Company’s website at https://arganinc.com/investor-center. Please allow extra time prior to the call to visit the site.

A replay of the teleconference will be available until September 18, 2025, and can be accessed by dialing 877-481-4010 (domestic) or 919-882-2331 (international). The replay access code is 52705. A replay of the webcast can be accessed until September 4, 2026.

About Argan

Argan’s primary business is providing a full range of construction and related services to the power industry. Argan’s service offerings focus on the engineering, procurement and construction of natural gas-fired power plants and renewable energy facilities, along with related commissioning, maintenance, project development and technical consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns The Roberts Company, which is a fully integrated industrial construction, fabrication and plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.

Non-GAAP Financial Measures

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States ("GAAP”). Within this press release, the Company makes reference to earnings before interest, taxes, depreciation and amortization ("EBITDA”), a non-GAAP financial measure. The Company believes that the non-GAAP financial measure described in this press release is important to management


and investors because the measure supplements the understanding of Argan’s ongoing operating results, excluding the effects of capital structure, depreciation, amortization, and income tax rates. The non-GAAP financial measure referred to above should be considered in conjunction with, and not as a substitute for, the GAAP financial information presented in this press release. Financial tables at the end of this press release provide a reconciliation of the non-GAAP financial measures to the comparable GAAP measures.

Safe Harbor Statement

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Reference is hereby made to the cautionary statements made by the Company with respect to risk factors set forth in its most recent reports on Form 10-K, Forms 10-Q and other SEC filings. The Company’s future financial performance is subject to risks and uncertainties including, but not limited to, the successful addition of new contracts to project backlog, the receipt of corresponding notices to proceed with contract activities, and the Company’s ability to successfully complete the projects that it obtains. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to the risk factors highlighted above and described regularly in the Company’s SEC filings.

Company Contact:

David Watson

301.315.0027

Investor Relations Contacts:

John Nesbett/Jennifer Belodeau

IMS Investor Relations

203.972.9200

argan@imsinvestorrelations.com


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

$

237,743

$

227,015

$

431,403

$

384,697

Cost of revenues

 

193,476

 

195,910

 

350,273

 

335,648

GROSS PROFIT

 

44,267

 

31,105

 

81,130

 

49,049

Selling, general and administrative expenses

 

14,212

 

12,428

 

26,733

 

23,853

INCOME FROM OPERATIONS

 

30,055

 

18,677

 

54,397

 

25,196

Other income, net

 

5,581

 

5,604

 

11,025

 

10,398

INCOME BEFORE INCOME TAXES

 

35,636

 

24,281

 

65,422

 

35,594

Income tax expense

 

361

 

6,083

 

7,597

 

9,514

NET INCOME

35,275

18,198

57,825

26,080

OTHER COMPREHENSIVE INCOME, NET OF TAXES

Foreign currency translation adjustments

 

(251)

(186)

3,370

(976)

Net unrealized (losses) gains on available-for-sale securities

(1,082)

1,459

1,598

490

COMPREHENSIVE INCOME

$

33,942

$

19,471

$

62,793

$

25,594

EARNINGS PER SHARE

 

  

 

 

  

 

  

Basic

$

2.57

$

1.36

$

4.23

$

1.96

Diluted

$

2.50

$

1.31

$

4.09

$

1.90

WEIGHTED AVERAGE SHARES OUTSTANDING

 

  

 

 

  

 

  

Basic

 

13,731

 

13,403

 

13,680

 

13,331

Diluted

 

14,131

 

13,880

 

14,122

 

13,727

CASH DIVIDENDS PER SHARE

$

0.375

$

0.300

$

0.750

$

0.600


ARGAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

July 31, 

January 31, 

    

2025

    

2025

(Unaudited)

ASSETS

 

  

 

  

CURRENT ASSETS

 

  

 

  

Cash and cash equivalents

$

177,850

$

145,263

Investments

 

394,340

379,874

Accounts receivable, net

 

179,155

 

175,808

Contract assets

 

23,741

 

28,430

Other current assets

 

53,698

 

51,925

TOTAL CURRENT ASSETS

 

828,784

 

781,300

Property, plant and equipment, net

 

15,714

 

14,463

Goodwill

 

28,033

 

28,033

Intangible assets, net

 

1,630

1,826

Deferred taxes, net

552

Right-of-use and other assets

 

8,543

10,053

TOTAL ASSETS

$

882,704

$

836,227

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

CURRENT LIABILITIES

 

  

 

  

Accounts payable

$

96,049

$

97,297

Accrued expenses

 

71,453

 

83,319

Contract liabilities

 

316,820

 

299,241

TOTAL CURRENT LIABILITIES

 

484,322

 

479,857

Deferred taxes, net

 

742

 

Noncurrent liabilities

 

4,464

4,513

TOTAL LIABILITIES

 

489,528

 

484,370

STOCKHOLDERS’ EQUITY

 

  

 

  

Preferred stock, par value $0.10 per share – 500,000 shares authorized; no shares issued and outstanding

 

 

Common stock, par value $0.15 per share – 30,000,000 shares authorized; 15,828,289 shares issued; 13,811,575 and 13,634,214 shares outstanding at July 31, 2025 and January 31, 2025, respectively

 

2,374

 

2,374

Additional paid-in capital

 

166,616

 

168,966

Retained earnings

 

340,276

 

292,698

Treasury stock, at cost – 2,016,714 and 2,194,075 shares at July 31, 2025 and January 31, 2025, respectively

(114,520)

(105,643)

Accumulated other comprehensive loss

 

(1,570)

(6,538)

TOTAL STOCKHOLDERS’ EQUITY

 

393,176

 

351,857

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

882,704

$

836,227


ARGAN, INC. AND SUBSIDIARIES

RECONCILIATION TO EBITDA

(In thousands)

(Unaudited)

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