AGX Shareholder/Stockholder Letter Transcript:
ANNUAL REPORT
Argan,Inc.
SAFELY BUILDING THE
ENERGY AND INDUSTRIAL
BASE OF TOMORROW
CORPORATE INFORMATION
e Argan,Inc.
EXECUTIVE MANAGEMENT
TRANSFER AGENT
President, Chief Execu ve Officer
New York, New York
David H. Watson
Dear Fellow Shareholders:
Joshua S. Baugher
May 8, 2025
Con nental Stock Transfer & Trust Company
ANNUAL MEETING
The 2025 Annual Mee ng of Argan, Inc. will be held on
Senior
Vice
President,
Chiefwas
Financial
Officer,
What
a year!
Fiscal 2025
a landmark
year for Argan one defined by record-breaking financial performance,
June
17, 2025
at 11:00
me
at 901
focused operational delivery, and renewed momentum across our
business
segments.
Wea.m,
beginlocal
the new
fiscal
yearN. Glebe
Treasurer
Road,and
Suite
300, Arlington,
VA 22203.
energized and optimistic, confident in the direction we are heading
the strength
of the foundation
we've built.
Michael J. Hundley
I am incredibly proud of the outstanding performance of our power industry services business, which stood out as a
STOCKHOLDER
INFORMATION
Senior
Vicedriver
President
Legal, Corporate
major
of our success
this year. AsSecretary
demand for reliable power
generation accelerated,
we remained sharply
Our
common
stock
is listed
NYSE
under the symbol
focused and operationally disciplined delivering tailored, high-impact project solutions
for on
boththe
new
and longstanding customers. Thanks to the expertise and agility of our AGX.
experienced
and construction
Copiesproject
of themanagement
Annual Report
on Form 10-K as filed
DIRECTORS
teams, we were well-positioned to meet this rising demand with
timely,
effective
execution.
with
the
Securi es
and
Exchange
Commission
are available
Lisa L. Alexander
without charge to Stockholders of record as of April 24,
Rainer
H. strategic
Bosselmann
That
positioning delivered remarkable results: our power industry services project backlog more than
request
to Corporate
doubled
year-over-year to reach $1.2 billion as of January 31, 2025
2025. upon
Our total
consolidated
backlog Headquarters.
climbed to $1.4
Cynthia
A. Flanders
underscoring the strength and scale of our market response. Since year-end, we have continued to add to
Peterbillion,
W. Getsinger
SUBSIDIARIES
project backlog, with the receipt of a notice to proceed on an EPC
services contract to build a 1.2 GW ultra-efficient
William F. Griffin
natural gas-fired power plan in Lee County, Texas.
John R. Jeffrey
Gemma Power Systems
www.gemmapower.com
William
F. Leimkuhler
Execution
excellence across our power industry services project
teams translated this momentum into exceptional
financial
performance.
Revenues
in
the
power
industry
services
segment
increased 66% to $693 million, up from
James W. Quinn
The Roberts
Company
$416
million
in
Fiscal
2024,
accounting
for
79%
of
our
consolidated
revenues
in Fiscal 2025. Even more impressive
Karen S. Sweeney
www.robertscompany.com
was the improvement in profitability, as gross profit increased 97% to $115 million, representing a segment gross
David H. Watson
margin of 16.7%, up from 14.1% the prior year. We ve expanded
our national
footprint
with major projects
Atlan c
Projects
Company
progressing in Ohio, Illinois, Louisiana, Texas, Ireland and beyond
a
testament
to
the
strength of our team and
www.atlan cprojects.com
AUDITORS
the trust of our clients.
Grant Thornton LLP
SMC Infrastructure Solu ons
Arlington,
Virginiaconstruction services segment continued its strong
Our industrial
trajectory in Fiscal 2025, delivering another year
www.smcis.com
of solid financial performance. Revenues increased by approximately $25 million, or 17%, reaching $168 million,
up from $143 million in Fiscal 2024. Gross profit margins remained healthy at a strong 13.3% for Fiscal 2025,
COUNSEL
compared
CM Law
PLLCto 12.9% in the prior year, reflecting consistent operational discipline and effective cost management.
New York, New York
The continued growth in this segment was fueled by strategic business development efforts and strong customer
relationships
across a dynamic and expanding regional market. Over the past couple of years, the segment has
INVESTOR
RELATIONS
secured a growing number of new and larger project awards, driven by continued demand from repeat, continuing,
IMS Investor Rela ons
and new clients. Our focus on delivering high-quality field service construction projects has positioned us as a
Newtrusted
Canaan,
Connec cut
partner in these regions. The segment s opportunity pipeline remains robust, and we are confident in its
ability to sustain growth and deliver long-term value.
In an extremely competitive environment, the revenues of our telecommunications infrastructure services segment
were $13.5 million and $14.3 million for Fiscal 2025 and Fiscal 2024, respectively, or approximately 2% of our
consolidated revenues for each year. The gross profit of this business for Fiscal 2025 was approximately 24% of
corresponding revenues.
Fueled by the exceptional performance across our business segments, Argan delivered consolidated revenues of
$874 million in Fiscal 2025, representing a 53% increase over the prior year. This top-line growth was matched by
even stronger gains in profitability. Consolidated gross profit rose 74% to $141 million, representing 16.1% of
revenues, compared to 14.1% in Fiscal 2024. These results reflect our ability to scale efficiently while focusing on
strong margins.
2025 Argan, Inc. All Rights Reserved.
Our disciplined approach to managing selling, general, and administrative expenses, along with solid returns from
our cash investments, also contributed to our outstanding annual results, as pretax net income increased 127% to
Our
approach
managing
selling,
general,
administrative
along
solid
from
Our disciplined
disciplined
approach
tonet
managing
selling,
general,orand
and
administrative
expenses,
along with
with
solid returns
returns
from
$111
million. We
reportedto
income of
$85 million,
$6.15
per diluted expenses,
share, reflecting
substantial
year-overour
cash
investments,
also
contributed
to
our
outstanding
annual
results,
as
pretax
net
income
increased
127%
to
our cash
investments,
to our outstanding
annual
results,
pretax
income
increased
to
year
increases
of 164%also
andcontributed
157%, respectively,
from the $32
million
andas$2.39
pernetdiluted
share
earned127%
in Fiscal
$111
million.
We
reported
net
income
of
$85
million,
or
$6.15
per
diluted
share,
reflecting
substantial
year-over$111 million.
We reported
net income
of $85 million,
or $6.15
diluted
share,
reflecting
2024.
Lastly, EBITDA
reached
approximately
$114 million
forper
Fiscal
2025,
up 121%
fromsubstantial
$51 millionyear-overthe prior
year
of
and
157%,
respectively,
from
$32
million
per
share
in
year increases
increases
of 164%
164%
andthe
157%,
respectively,
frombythe
the
$32
million and
and
$2.39
per diluted
diluted
share earned
earned
in Fiscal
Fiscal
year.
These results
reflect
disciplined
operations
our
companies
and$2.39
highlight
the financial
momentum
we are
2024.
Lastly,
EBITDA
reached
approximately
$114
million
for
Fiscal
2025,
up
121%
from
$51
million
the
prior
2024.
Lastly,
EBITDA
reached
approximately
$114
million
for
Fiscal
2025,
up
121%
from
$51
million
the
prior
carrying into the future.
year.
year. These
These results
results reflect
reflect the
the disciplined
disciplined operations
operations by
by our
our companies
companies and
and highlight
highlight the
the financial
financial momentum
momentum we
we are
are
Our
thoughtful
carrying
into
future.
carrying
into the
thecapital
future.deployment activities for Fiscal 2025 resulted in returning nearly $20 million to shareholders
through stock repurchases and quarterly cash dividends. Most notably, we increased our quarterly cash dividend for
Our
thoughtful
capital
activities
for
2025
resulted
in
nearly
million
to
Oursecond
thoughtful
capital deployment
deployment
activities
for Fiscal
Fiscal
2025
resulted
in returning
returning
nearly
$20
million
to shareholders
shareholders
the
consecutive
year. Starting
in the third
quarter
of Fiscal
2025,
we increased
our$20
regular
quarterly
dividend
through
stock
repurchases
and
quarterly
cash
dividends.
Most
notably,
we
increased
our
quarterly
cash
through
stock
repurchases
and
Most
notably, we increased our quarterly cash dividend
dividend for
for
by
25% to
$0.375
per share,
or quarterly
an annualcash
rate dividends.
of $1.50 per
share.
the
the second
second consecutive
consecutive year.
year. Starting
Starting in
in the
the third
third quarter
quarter of
of Fiscal
Fiscal 2025,
2025, we
we increased
increased our
our regular
regular quarterly
quarterly dividend
dividend
As
usual,to
of the
during
would have occurred without the skilled and dedicated
by
$0.375
per
share,
rate
$1.50
per
by 25%
25%
tonone
$0.375
per accomplishments
share, or
or an
an annual
annual
rate of
ofFiscal
$1.502025
per share.
share.
efforts of our employees across all our operating companies. We heartily thank you. And, of course our appreciation
As
usual,
of
Fiscal
would
the
Asextended
usual, none
none
of the
the
accomplishments
during
Fiscal 2025
2025support.
would have
have
occurred
without
the skilled
skilled
and
dedicated
is
to you,
theaccomplishments
shareholders, forduring
your continuous
I lookoccurred
forward without
to reporting
to you and
nextdedicated
year about
efforts
of
our
employees
across
all
our
operating
companies.
We
heartily
thank
you.
And,
of
course
our
appreciation
efforts
of
our
employees
across
all
our
operating
companies.
We
heartily
thank
you.
And,
of
course
our
appreciation
our results and achievements for the upcoming year.
is
is extended
extended to
to you,
you, the
the shareholders,
shareholders, for
for your
your continuous
continuous support.
support. II look
look forward
forward to
to reporting
reporting to
to you
you next
next year
year about
about
Sincerely,
our
our results
results and
and achievements
achievements for
for the
the upcoming
upcoming year.
year.
Sincerely,
Sincerely,
David H. Watson
President and Chief Executive Officer
David
David H.
H. Watson
Watson
President
President and
and Chief
Chief Executive
Executive Officer
Officer
-2-- 22 --
UNITED STATES
SECURITIES AND
EXCHANGE
UNITED
STATESCOMMISSION
Washington,
D.C. 20549 COMMISSION
SECURITIES AND EXCHANGE
Washington,
20549
FORMD.C.
10-K
FORM
10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934.
15(d)
OF THE
SECURITIES
EXCHANGE ACT OF 1934.
ANNUAL REPORT UNDER SECTION 13 ORFor
the Fiscal
Year Ended
January 31, 2025
or
For the Fiscal Year Ended
January 31, 2025
or OF THE SECURITIES EXCHANGE ACT OF 1934.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from
to
For the transition
periodFile
from
to
Commission
Number 001-31756
Commission File Number 001-31756
Argan,Inc.
ARGAN, INC.
ARGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
13-1947195
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification No.)
Delaware
13-1947195
(State
or Wilson
Other Jurisdiction
Incorporation
or Organization)
(IRS Employer22203
Identification No.)
4075
Boulevard, of
Suite
440, Arlington,
Virginia
(Address of Principal Executive Offices)
(Zip Code)
4075 Wilson Boulevard, Suite 440, Arlington, Virginia
22203
(301) 315-0027
(Address of Principal Executive Offices)
(Zip Code)
(Issuer s Telephone Number, Including Area Code)
(301) 315-0027
(Issuer s Telephone Number, Including Area Code)
One Church Street, Suite 201, Rockville, Maryland 20850
(Former name, former address and former fiscal year, if changed since last report)
One Church Street, Suite 201, Rockville, Maryland 20850
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
Securities registered under
Section
12(b) of the Exchange
Act:of Each Exchange on Which Registered
Title of Each Class
Trading
Symbol
Name
Common Stock, $0.15 par value
AGX
The New York Stock Exchange ( NYSE )
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Securities registered under
SectionStock,
12(g) $0.15
of the par
Securities
Exchange Act ): None The New York Stock Exchange ( NYSE )
Common
value Exchange Act of 1934 (theAGX
Indicate
check mark
if the
Registrant
well-known
defined
Rule 405 of
the Securities
Act of 1933. Yes No
Securitiesbyregistered
under
Section
12(g)isofathe
Securitiesseasoned
Exchangeissuer,
Act ofas1934
(thein Exchange
Act ):
None
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
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. Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
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
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. Yes No
during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No
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
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
during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes No
company. See the definitions of large accelerated filer, accelerated filer , smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange
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
Act.
company. See the definitions of large accelerated filer, accelerated filer , smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange
Smaller reporting company
Emerging growth company
Large accelerated filer
Accelerated filer
Non-accelerated filer
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
newcompany
or revised
Smaller reporting company
Emerging
growth
Large accelerated filer
Accelerated filer
Non-accelerated filer
financial accounting standards provided pursuant to Section 13(a) 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
Indicate by check mark whether the Registrant has filed a report on and attestation to its management s assessment of the effectiveness of its internal control over financial
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes
Indicate by check mark whether the Registrant has filed a report on and attestation to its management s assessment of the effectiveness of its internal control over financial
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes
correction of an error to previously issued financial statements.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
correction of an error to previously issued financial statements.
registrant s executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
Indicate
by check
mark
whether
the Registrant
is arecovery
shell company
(as defined
in Rule 12b-2 of
the Exchange Act). Yes No
registrant s
executive
officers
during
the relevant
period pursuant
to 240.10D-1(b).
The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $714,255,961 on July 31, 2024 (the last business day of the
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Registrant s second fiscal quarter), based upon the closing price on the NYSE as reported for that date. Shares of common stock held by each officer and director and by each
The aggregate
market
value
ofof
thethe
common
stockcommon
held by non-affiliates
of the
Registrant
was approximately
$714,255,961
31, 2024The
(thedetermination
last business day
of the
person
who owns
5% or
more
outstanding
shares have been
excluded
because
such persons may
be deemedon
to July
be affiliates.
of affiliate
Registrant s
second fiscal
quarter), based
upon the closing
price
on the NYSE as reported for that date. Shares of common stock held by each officer and director and by each
status
is not necessarily
a conclusive
determination
for other
purposes.
person who owns 5% or more of the outstanding common shares have been excluded because such persons may be deemed to be affiliates. The determination of affiliate
Number of shares of common stock outstanding as of March 21, 2025: 13,634,214 shares.
status is not necessarily a conclusive determination for other purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Number of shares of common stock outstanding as of March 21, 2025: 13,634,214 shares.
Portions of the Registrant s Proxy Statement for the 2025 Annual
Meeting of
Stockholders are incorporated
by reference in Part III of this form 10-K.
DOCUMENTS
INCORPORATED
BY REFERENCE
Portions of the Registrant s Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated by reference in Part III of this form 10-K.
4/28/2025 Letter Continued (Full PDF)