The following discussion summarizes the financial position of Argan, Inc. and
its subsidiaries as of October 31, 2021, and the results of their operations for
the three and nine month periods ended October 31, 2021 and 2020, 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 2021 that was filed with
the SEC on April 14, 2021 (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," "foresee," "should," "would," "could," or other similar
expressions are intended to identify forward-looking statements. Our
forward-looking statements, including those relating to the potential effects of
the COVID-19 pandemic on our business, financial position and results of
operations, are based on our current expectations and beliefs concerning future
developments and their potential effects on us.
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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 and do
not include the potential impact 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
Argan is a holding company that conducts operations through its wholly-owned
subsidiaries, GPS, APC, SMC and TRC. Through GPS and APC, we provide a full
range of engineering, procurement, construction, commissioning, operations
management, maintenance, development, technical and consulting services to the
power generation market, including the renewable energy sector, for a wide range
of customers, including independent power project owners, public utilities,
equipment suppliers and global energy plant construction firms. GPS and APC
represent our power industry services reportable segment. Through TRC, the
industrial fabrication and field services reportable segment provides on-site
services that support maintenance turnarounds, shutdowns and emergency
mobilizations for industrial plants primarily located in the southeastern region
of the US and that are based on its expertise in producing, delivering and
installing fabricated steel components such as piping systems and pressure
vessels. Through SMC Infrastructure Solutions, the telecommunications
infrastructure services segment provides project management, construction,
installation and maintenance services to commercial, local government and
federal government customers primarily in the mid-Atlantic region of the US.
We intend to 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. However, we
may have more than one industrial focus depending on the opportunity. We expect
that significant acquired companies will be maintained in separate subsidiaries
that will be operated in a manner that best provides cash flows for the Company
and value for our stockholders.
Overview
Operating Results
Consolidated revenues for the three months ended October 31, 2021 were $124.5
million, which represented a slight decrease of $2.8 million, or 2.3%, from
consolidated revenues of $127.3 million reported for the three months ended
October 31, 2020.
The revenues of the power industry services segment decreased by $10.1 million
to $99.6 million for the three months ended October 31, 2021, from $109.7
million reported for the three months ended October 31, 2020. The revenues of
this reportable segment of our business represented 80.0% of consolidated
revenues for the three months ended October 31, 2021. For the three months ended
October 31, 2020, the percentage share of consolidated revenues represented by
this reportable segment was 86.2%. The industrial services business reported
revenues of $21.4 million for the three months ended October 31, 2021. This
amount represented an increase of $5.7 million, or 36.1%, from revenues of $15.7
million reported by TRC for the three months ended October 31, 2020. Revenues
provided by this reportable business segment represented 17.2% and 12.4% of
corresponding consolidated revenues for the three months ended October 31, 2021
and 2020, respectively.
Consolidated gross profit for the three-month period ended October 31, 2021 was
$26.1 million, or 21.0% of the corresponding consolidated revenues, which
reflected primarily favorable contributions from the power industry services and
industrial services segments. For the three-month period ended October 31, 2020,
the consolidated gross profit was $20.3 million, which represented approximately
16.0% of the corresponding amount of consolidated revenues.
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Selling, general and administrative expenses for the three months ended October
31, 2021 and 2020 were $11.6 million, or 9.3% of corresponding consolidated
revenues, and $9.4 million, or 7.4% of corresponding consolidated revenues,
respectively.
Due primarily to the increase in consolidated pre-tax book income to $15.7
million for the three months ended October 31, 2021 from $11.1 million for the
three months ended October 31, 2020, we reported income tax expense in the
amount of $3.3 million for the current period. Income tax expense for the three
months ended October 31, 2020 was $1.7 million.
For the three months ended October 31, 2021, our favorable overall operating
profit performance resulted in net income attributable to our stockholders in
the amount of $12.4 million, or $0.78 per diluted share. For the comparable
period last year, we reported net income attributable to our stockholders in the
amount of $9.5 million, or $0.60 per dilutive share.
Consolidated revenues for the nine-month period ended October 31, 2021 were
$383.8 million; this amount represented a 39.6% improvement from the amount of
revenues for the nine months ended October 31, 2020. The revenues of the power
industry services segment increased by $68.3 million to $295.7 million for the
nine months ended October 31, 2021, from $227.4 million reported for the nine
months ended October 31, 2020. The revenues of the power industry services
segment represented 77.1% and 82.7% of consolidated revenues for the nine months
ended October 31, 2021 and 2020, respectively. The industrial services business
reported revenues of $78.2 million for the nine months ended October 31, 2021.
This amount represented an increase of $36.0 million, or 85.5%, from revenues of
$42.2 million reported by this business for the nine months ended October 31,
2020. Revenues provided by this reportable business segment represented 20.4%
and 15.3% of corresponding consolidated revenues for the nine months ended
October 31, 2021 and 2020, respectively.
Consolidated gross profit for the nine months ended October 31, 2021 was $77.5
million, or 20.2% of the corresponding consolidated revenues, which reflected
primarily the favorable impact of higher consolidated revenues. For the nine
months ended October 31, 2020, our consolidated gross profit was $40.0 million,
or 14.5% of corresponding consolidated revenues for the period.
Selling, general and administrative expenses were $31.8 million and $28.8
million for the nine months ended October 31, 2021 and 2020, respectively, or
8.3% and 10.5% of revenues for the corresponding periods, respectively.
Due primarily to the consolidated pre-tax book income reported for the nine
months ended October 31, 2021 in the amount of $47.3 million, we reported income
tax expense in the amount of $11.2 million for the period. For the nine months
ended October 31, 2020, we recorded an income tax benefit in the amount of $1.4
million which reflected primarily a net operating loss carryback benefit of $4.4
million, most of which was recorded in the first quarter last year.
For the nine months ended October 31, 2021, our improved overall operating
performance resulted in net income attributable to our stockholders in the
amount of $36.0 million, or $2.25 per diluted share. For the comparable period
last year, we reported net income attributable to our stockholders in the amount
of $14.3 million, or $0.91 per dilutive share.
The primary drivers of our strong financial performance for the three and nine
months ended October 31, 2021 were the revenues and gross margin contributions
associated with the construction projects of GPS. These projects represented the
major portion of our business for the periods.
We believe that all of our businesses have been adversely impacted, to some
degree, by difficulties presented by the COVID-19 pandemic, especially last year
when the outbreak commenced. For example, the results for APC were hurt by the
slow resumption of postponed Irish works projects and the suspension and restart
of construction activities on a certain major project. The challenges of
managing the continuing activities of the Guernsey Power Station project during
the periods of various health and safety restrictions have resulted in
modifications to construction plans and schedules. In addition, our consolidated
revenues for the nine months ended October 31, 2020 in particular suffered from
the effects of project delays by customers of both TRC and SMC attributable to
the restrictive work environments caused by the pandemic.
We believe that all of our operating companies have managed the challenges
presented by this ongoing pandemic with relative success so far. A significant
amount of effort has been spent by senior and project management to ensure the
safety of our employees during the COVID-19 pandemic while we continued to
satisfy our customer obligations. While our pro-
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active efforts varied depending on the particular job or office location, and
other factors including the severity of the outbreak, we implemented a number of
different safety measures, including COVID-19 testing onsite at a major job
site, remote work, staggered shifts in various offices, contract tracing and
quarantines. Meanwhile, our commitment to the maintenance of our operations and
support teams, and the dedication to performance that our employees maintained
during the crisis, positioned us well to satisfy the performance requirements of
our customers as general business conditions improved during the nine months
ended October 31, 2021. However, the recent resurgence of new COVID-19 virus
variants represents uncertainty regarding our realizing expected financial
results for the remainder of the year if the new outbreak prevents our work
crews from completing project work as scheduled.
Engineering, Procurement and Construction Service Contracts
While the positive financial results for the three and nine months ended October
31, 2021 have been encouraging to us, third quarter events that may affect the
level of future business have been mixed.
At October 31, 2021, the project backlog for the power industry services
reporting segment was approximately $0.8 billion. The comparable backlog amount
as of January 31, 2021 was also $0.8 billion. Our reported amount of project
backlog at a point in time represents the total value of projects awarded to us
that we consider to be firm as of that date less the amounts of revenues
recognized to date on the corresponding projects (project backlog is larger than
the value of remaining unsatisfied performance obligations, or RUPO, on active
contracts; see Note 2 to the accompanying consolidated financial statements).
Typically, we include the total value of EPC services and other major
construction contracts in project backlog when we receive a corresponding notice
to proceed from the project owner. However, we may include the value of an EPC
services contract prior to the receipt of a notice to proceed if we believe that
it is probable that the project will commence within a reasonable timeframe,
among other factors. Projects that are awarded to us may remain included in our
backlog for extended periods of time as customers experience project delays.
However, cancellations or reductions may occur that would reduce project backlog
and that could adversely affect our expected future revenues.
A meaningful amount of the project backlog amount at October 31, 2021 was
represented by the Guernsey Power Station. The ramp-up of activity on this
project since August 2019 has favorably impacted our consolidated operating
results since then. Substantial completion of this project is currently
scheduled to occur during the second half of the fiscal year ending January 31,
2023.
Despite our commitment to the construction of state-of-the-art, natural
gas-fired power plants as important elements of our country's
electricity-generation mix in the future, we have been directing certain
business development efforts to winning projects for the erection of
utility-scale wind farms and solar fields and for the construction of
hydrogen-based and other renewable energy projects. We have successfully
completed these types of projects in the past and we renewed efforts to obtain
new work in the renewable power sector that will complement our natural
gas-fired EPC services projects going forward. During Fiscal 2021, GPS began
exclusive negotiations with the owners of several significant renewable projects
in anticipation of beginning the corresponding EPC services contract activities
during the fiscal year ending January 31, 2022 ("Fiscal 2022") and beyond.
Our efforts led to our announcement in May 2021 that GPS entered into an EPC
services contract with CPV Maple Hill Solar, LLC, an affiliate of Competitive
Power Ventures, Inc., to construct the Maple Hill Solar facility, which we
believe will be among the largest solar-powered energy plants in Pennsylvania.
Project activities were begun by GPS immediately. Project completion is
currently scheduled to occur during the second half of calendar year 2022. The
unique Maple Hill Solar project, which is located in Cambria County, will be
constructed using over 235,000 photovoltaic modules to generate approximately
100 MW of electrical power.
The business development efforts conducted by our APC subsidiary have resulted
in an increase in the project backlog of this business from $13.8 million at
January 31, 2021 to $124.2 million as of October 31, 2021. The most significant
award occurred in October 2021 as APC entered into an engineering and
construction services contract with EPUKI London, UK, to construct a 2 x 330 MW
natural gas-fired power plant in Carrickfergus, Belfast, Northern Ireland that
will replace coal-fired units at the site. The power trains will be provided by
Siemens Energy which will utilize SGT5-4000F gas turbines. The facility is being
developed by EPNI Energy Limited. A notice to proceed was received and project
activities have commenced. The overall project completion date is expected in
the latter half of calendar 2023.
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As discussed at previous reporting dates, GPS has been awarded certain EPC
services contracts where the commencement of the projects has been delayed.
In January 2020, GPS entered into an EPC services contract with Harrison Power,
LLC ("Harrison Power") to construct a 1,085 MW natural gas-fired power plant in
the Village of Cadiz, Harrison County, Ohio. The project is being developed by
EmberClear, the parent company of Harrison Power, and Advanced Power Services
(NA) Inc. We anticipate adding the value of this new contract to project backlog
closer to its financial close and expected start date. Previously, we
anticipated that the start of construction activities for this project would
occur before the end of Fiscal 2022. However, delays continue and we cannot
predict with certainty when the project will commence. As with most projects,
the start dates for construction are generally controlled by the project owners.
On March 12, 2020, we announced that GPS had entered into an EPC services
contract with NTE Connecticut, LLC to construct the Killingly Energy Center, a
650 MW natural gas-fired power plant, in Killingly, Connecticut. The facility is
being developed by NTE Energy, LLC ("NTE"). However, in November 2021, the New
England electricity grid operator requested that the Federal Energy Regulatory
Commission ("FERC") grant it permission to terminate its capacity supply
contract with NTE because it does not believe that NTE will meet its critical
path schedule milestones as required. Such termination would jeopardize the
future of this project.
As announced in Fiscal 2019, GPS entered into an EPC services contract to
construct the Chickahominy Power Station, a 1,740 MW natural gas-fired power
plant, in Charles City County, Virginia. Even though we have been providing
financial and technical support to the project development effort through a
consolidated VIE and significant project development milestones have been
achieved, we have not included the value of this contract in our project
backlog. Due to several factors that have interrupted the pace of the
development of this project, including additional costs and time being required
to secure the fuel-supply for the plant and to obtain the necessary equity
financing, we currently cannot predict when construction will commence, if at
all.
In May 2019, GPS entered into an EPC services contract to construct a 625 MW
power plant in Harrison County, West Virginia. Caithness is partnered with ESC
Harrison County Power, LLC to develop this project. As a limited notice to
proceed with certain preliminary activities was received from the owner of this
project at the time, the value of the contract was added to our project backlog.
However, meaningful project development activities for the facility appear to
have been discontinued, including the lapse of the project owner's option to
purchase the land for the plant. If development milestones are not achieved over
the next several quarters, our evaluation will most likely result in the removal
of the value of this power plant from project backlog.
We have maintained that the delays in new business awards to GPS and the project
construction starts of certain previously awarded projects relate to a variety
of factors, especially in the northeastern and mid-Atlantic regions of the US.
Currently, we believe that the ability of the owners of fully developed
gas-fired power plant projects to close on equity and permanent debt financing
was challenged by uncertainty in the capital markets caused by multiple factors
including delayed capacity auctions and mounting public and political opposition
to fossil-fuel energy projects.
The current year announcement by the PJM of a new capacity auction schedule may
remove some amount of uncertainty for project developers in forecasting future
streams of revenues. In fact, the results of the first capacity auction
conducted by PJM in over 3 years were announced on May 2, 2021. Even though
pricing was significantly lower than in prior years, over 5.6 GW of new combined
cycle, gas-fired power plants cleared the auction, representing over 75% of all
new capacity units. The remaining new capacity was comprised of solar and wind
powered energy plants. Despite these results, new gas-fired power plant EPC
projects may continue to be delayed until the visibility regarding future
capacity revenue streams is further restored with the results of the next
capacity auction for the PJM region, that has been rescheduled to January 25,
2022.
Other headwinds for future gas-fired power plant developments remain including
an increase in the amount of power generating capacity provided by renewable
energy assets, improvements and decreasing prices in renewable energy storage
solutions including battery resources, increased environmental activism and the
results of the 2020 presidential election in the US.
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Protests against fossil-fuel related energy projects continue to garner media
attention and stir public skepticism about new projects resulting in delays due
to onsite protest demonstrations, indecision by local officials and lawsuits. In
the New England and mid-Atlantic regions of the US, power plant operators are
challenged by the requirements of the Regional Greenhouse Gas Initiative, or
"RGGI," which is a cooperative effort by states in these regions to cap and
reduce power sector carbon dioxide emissions. In addition, various cities,
counties and states have adopted clean energy and carbon-free goals or
objectives with achievement expected by a certain future date, typically 10 to
30 years out. These aspirational goals may increase the risk of a new power
plant becoming a stranded asset long before the end of its otherwise useful
economic life, which is a risk that potential equity capital providers may be
unwilling to take. The difficulty in obtaining project equity financing and the
other factors identified above may be adversely impacting the planning and
initial phases for the construction of new natural gas-fired power plants which
continue to be deferred by project owners.
Perhaps the most significant uncertainty relates to the policies of President
Biden who is proposing to make the electricity production in the US carbon free
by 2035 and to put the country on the path to achieve net zero carbon emissions
by 2050. Mr. Biden caused the US to re-join the Paris Climate Agreement and he
has cancelled the permit allowing the Keystone XL Pipeline to cross the border
from Canada into the US. In addition, Mr. Biden ordered a pause on the US
government entering into new oil and natural gas leases on public lands or
offshore waters to the extent possible, the launch of a rigorous review of all
existing leasing and permitting practices related to fossil fuel development on
public lands and waters, and the identification of steps that can be taken to
double renewable energy production from offshore wind by 2030.
Market Outlook
The overall growth of our power business has been based substantially on the
number of combined cycle gas-fired power plants built by us, as many coal-fired
plants have been shut down. In 2010, coal-fired power plants accounted for about
45% of total electricity generation. By 2020, coal accounted for less than 20%
of total electricity generation. On the other hand, natural-gas fired power
plants provided approximately 39% of the electricity generated by utility-scale
power plants in the US in 2020, representing an increase of 64% from the amount
of electrical power generated by natural gas-fired power plants in 2010, which
provided approximately 24% of net electricity generation for 2010. In the
reference case of its Annual Energy Outlook 2021, the Energy Information
Administration ("EIA") projects average increases to utility-scale electricity
generation in the US of slightly less than 1% per year from 2021 through 2050.
It projects that coal-fired generation will continue to decline through 2050,
and will represent only 11% of the electricity generation mix by 2050. The
projection for natural gas-fired plants is that they will supply 36% of the
larger net electricity generation amount in the US for 2050. Undoubtedly, the
long-term historic decline in the use of coal as a power source in the US has
been caused, to a significant extent, by the plentiful supply of domestic and
generally inexpensive natural gas which made it the fuel of choice for power
plant developers over this period.
However, the share of electricity generation provided by natural gas is
particularly reactive in the short term to changing natural gas prices. The EIA
has explained that natural gas prices have risen recently primarily because of
growth in liquified natural gas exports while the production of natural gas has
not kept the same pace. The increased natural gas prices in the US prompted
certain firms controlling electricity generation facilities to switch fuel
sources from gas to coal. The EIA reports that coal-fired electrical power
generation increased by nearly 27% in the US during the first eight months of
calendar year 2021 compared with the same period in 2020 and accounted for 23%
of total generation during the period compared with 19% for the same period in
2020. Natural gas-fired power generation declined by 5% in the US during the
first eight months of calendar 2021 and accounted for 38% of total utility-scale
net electricity generation during the first eight months of 2021; down from a
41% share during the same period in calendar 2020.
Depleted supplies of natural gas may have dangerous consequences. The North
American Electric Reliability Corp. (NERC) recently warned that much of the
central US, from the Great Lakes region to southern Texas, may face critical
power shortages during extreme weather conditions this winter as natural gas
supply disruptions and low hydropower conditions could also imperil power
reliability in New England and the western US.
Average natural gas spot prices for all of calendar 2021 are expected to remain
high for the remainder of calendar 2021, then generally decline through 2022.
Nonetheless, a long-term rise in natural gas prices and the resulting reduction
in the demand for natural gas-fired electricity generation, could have adverse
effects on the ability of independent power producers to obtain construction and
permanent financing for new natural gas-fired power plants.
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The pace of the ten-year increase in the preference for natural gas as an
electricity generating fuel source was energized by environmental activism and
restrictive regulations targeting coal-fired power plants. Now, the
environmentalist opposition against coal-fired power generation has expanded
meaningfully and effectively to target all fossil fuel energy projects,
including power plants and pipelines, and has evolved into powerful support for
renewable energy sources.
The share of electricity generation in the US provided by utility-scale wind and
solar photovoltaic facilities continues to rise meaningfully. Together, such
power facilities provided approximately 8.8% and 10.6% of the total amount of
electricity generated by utility-scale power facilities in calendar 2019 and
calendar 2020, respectively. In EIA's 2021 reference case, net electricity
generation from all renewable power sources is expected to increase by more than
175%, representing over 42% of such generation, by 2050. Impetus for this growth
is provided by public concerns about climate change and favorable economic
factors.
Environmental activism has resulted in the passage of laws and the establishment
of regulations that discourage new fossil-fuel burning power plants and provide
income tax advantages that promote the growth of wind and solar power. Declines
in the amount of renewable power plant component and power storage costs and an
increase in the scale of energy storage capacity (i.e., battery farms) have also
occurred. Should the pace of development for renewable energy facilities,
including wind and solar power plants, accelerate at faster rates than
projected, the number of future natural gas-fired construction project
opportunities may fall.
Nonetheless, we believe that relatively low natural gas prices will persist over
the long-term. Together with the lower operating costs of natural gas-fired
power plants, the higher energy generating efficiencies of modern gas turbines,
and the requirements for grid resiliency should sustain the demand for modern
combined cycle and simple cycle gas-fired power plants in the future. Natural
gas is relatively clean burning, cost-effective and reliable. We believe that
its benefits as a source of power are compelling, especially as a complement to
the growing deployment of wind and solar powered energy sources. We continue to
believe that the future long-term prospects for natural gas-fired power plant
construction remain generally favorable as natural gas continues to be the
primary source for power generation in our country. New gas-fired power plants
incorporate major advances in gas-fired turbine technologies that have provided
increased power plant efficiencies while providing the quick starting
capabilities and the reliability that are necessary to balance the inherent
intermittencies of wind and solar power plants.
It has been reported that renewables currently provide approximately 36% of
electricity generation in California. Yet, last summer's experience is that the
increasing dependence on intermittent renewable energy sources, especially
solar, is making it harder to ensure reliable power in California as millions of
its residents lost power during a late summer heat wave. Analysis of the causes
of this past winter's widespread power outages in Texas during a frigid stretch
of weather is complex. The residents of Texas suffered as the severe cold froze
wind turbines and the lack of sun diminished the power contributions of solar
powered facilities. However, natural gas-fired power plants in Texas were forced
offline as well primarily due to frozen well-site equipment and the decisions by
regulators to prioritize natural gas for residential use, which caused
interruptions to the supply of natural gas to the plants.
However, in both states, the significant amount of renewable power capacity
failed to rise to the occasion. A diversity lesson from both power crises may be
that fossil-fuel electricity generation sources remain critical elements of the
power generation mix in order to assure grid reliability and the avoidance of
power outages. With hopes of preventing future rolling blackouts in California,
regulators there approved the acquisition of five emergency natural gas-fueled
electricity generators with an aggregate power output of approximately 150 MW.
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Solar and wind energy plant developers continue to confront the problems caused
by grid congestion, often unsuccessfully. Many of these projects have been
canceled because renewable plants need to be sited where the resources are
optimal, often in remote locations where the transmission systems are not
robust. The costs associated with the necessary grid upgrades may be
prohibitive. US offshore wind projects progress inconsistently, facing
challenges in the areas of environmental and fishery impacts, grid connection
and capability and federal permitting processes. Further, projects are
confronted by shipping regulations in the US that may limit the ability of
developers to replicate successful European construction and installation
models. Proponents of clean energy also face political challenges. Recently,
voters in the state of Maine were energized by local residents seeking to
preserve pristine woodlands and rejected a project that would transmit
hydropower from Canada into New England.
Major advances in the safe combination of horizontal drilling techniques and
hydraulic fracturing led to the boom in natural gas supplies which have been
available generally at consistently low prices. The abundant availability of
cheap, less carbon-intense and higher efficiency natural gas in the US should
continue to be a significant factor in the economic assessment of future power
generation capacity additions although the pace of new opportunities emerging
may be restrained and the starts of awarded EPC projects may be delayed.
We believe that it is also important to note that the plans for certain natural
gas-fired power plant projects include the adoption of integrated green hydrogen
solution packages. While the plants will initially burn natural gas alone, it is
planned by the respective project owners that the plants will eventually burn a
mixture of natural gas and green hydrogen, thereby establishing power-generation
flexibility for these plants.
We believe this is a winning combination that provides inexpensive and efficient
power, enhances grid reliability and addresses the clean-air concerns of
environmentalists. The building of state-of-the-art power plants with flex-fuel
capability replaces coal-fired power plants in the short term with relatively
clean gas-fired electricity generation. Further, such additions to the power
generation fleet provide the potential for the plants to burn 100% green
hydrogen gas, which would provide both base load power and long duration backup
power, when the sun is not shining and the wind is not blowing, for extended
periods of time and without certain harmful air emissions.
The foregoing discussion of our Market Outlook does focus on the state of the
domestic power market as the EPC services business of GPS provides the
predominant amount of our revenues. However, we cannot ignore the possibilities
that overseas power markets may provide important new power construction
opportunities for us in the future. The management of APC has growing enthusiasm
for opportunities in the electricity generation markets across Ireland and the
UK. While both of these countries are committed to the increase in energy
consumption sourced from wind and the sun on the pathway to net zero emissions
by 2050, there appears to be recognition that these sources of electrical power
are inherently variable. Other technologies will be required to support these
power sources and to provide electricity when power demands exceed the amount of
electricity supplied by these renewables. The existence of the necessary power
reserve will require conventional power generation sources, typically natural
gas-fired power plants. As discussed above, APC was awarded a significant
contract during the quarter ended October 31, 2021 to build a clean burning
natural gas-fired power plant in Northern Ireland so that existing coal-fired
power sources there can be shut-down.
The Irish government recently issued a policy statement on the security of the
electricity supply in Ireland which confirms the requirement for the development
of new support technologies to deliver on its commitment to have 80% of the
country's electricity generated from renewables by 2030. The report emphasizes
that this will require a combination of conventional generation (typically
powered by natural gas), interconnection to other jurisdictions, demand
flexibility and other technologies such as energy storage (i.e., batteries) and
generation from renewable gases (i.e., biomethane and/or hydrogen produced from
renewable sources). The Irish government has approved that the development of
new conventional generation (including gas-fired and gasoil distillate-fired
generation) is a national priority and should be permitted and supported in
order to ensure the security of electricity supply while supporting the growth
of renewable electricity generation.
Further, the Irish government has recognized that the successful development of
data centers in the country is a key aspect in promoting Ireland as a digital
economy hot-spot in Europe. In the absence of data centers, Ireland would be
experiencing much more modest electricity demand growth, consistent with
population growth and the general development of industrial demand. However, the
stewards of the electricity supply in Ireland recognize that the large increase
in electricity demand presented by the growth of the data center industry
represents an evolving, significant risk to the security of the supply.
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Accordingly, guidelines have been published recently with the intent to protect
both electricity consumers and the security of supply while continuing to allow
data centers to connect to the electricity system. Assessment criteria for
applications of data centers to obtain grid connections include, among other
items, the ability of data center applicants to bring onsite dispatchable power
generation (and/or storage) equivalent to or greater than their demand in order
to support the security of supply. It is expected that any dispatchable on-site
generation that uses fossil fuel sources developed by data center operators will
use natural gas as the fuel source; again, natural gas is considered to be a
transitional fuel in Ireland's efforts to meet its climate action plan targets.
Earlier this year, APC was awarded a project to install natural gas-fired power
generation for a major data center in the Dublin area.
APC is actively pursuing new business opportunities in both the renewable and
support sectors with its existing and new clients. The governments of both
countries have already made funds available to develop and support specific
projects with notable announcements in the north east region of the UK. The
engineering and construction teams of APC are engaged in continuous discussions
with particular stakeholders in certain of these projects and they are confident
that APC will be part of their eventual execution.
We are committed to the rational pursuit of new construction projects, including
those with overseas locations and unique deployments of power-generation
turbines, and the future growth of our revenues. This may result in our decision
to make investments in the development and/or ownership of new projects. Because
we believe in the strength of our balance sheet, we are willing to consider
certain opportunities that include reasonable and manageable risks in order to
assure the award of the related engineering, procurement, construction or
equipment installation services contracts to us. The competitive landscape for
our core EPC services business related to natural gas-fired power plants has
changed significantly over the last five years. While the market remains
dynamic, we are moving into an era where there may be fewer competitors for new
gas-fired power plant EPC services project opportunities. Several major
competitors have exited the market for a variety of reasons or have been
acquired. Others have announced intentions to avoid entering into fixed-price
contracts. Nonetheless, the competition for new utility-scale gas-fired power
plant construction opportunities is fierce and still includes multiple global
firms.
We believe that the Company has a reputation as an accomplished, dependable and
cost-effective provider of EPC and other large project construction contracting
services. With the proven ability to deliver completed power facilities,
particularly combined cycle, natural gas-fired power plants, we are focused on
expanding our position in the power markets where we expect investments to be
made based on forecasts of electricity demand covering decades into the future.
We believe that our expectations are valid and that our plans for the future
continue to be based on reasonable assumptions.
Comparison of the Results of Operations for the Three Months Ended October 31,
2021 and 2020
We reported net income attributable to our stockholders of $12.4 million, or
$0.78 per diluted share, for the three months ended October 31, 2021. For the
comparable period of the prior year we reported net income attributable to our
stockholders of approximately $9.5 million, or $0.60 per diluted share.
30
The following schedule compares our operating results for the three months ended
October 31, 2021 and 2020 (dollars in thousands):
Three Months Ended October 31,
2021 2020 $ Change % Change
REVENUES
Power industry services $ 99,560 $ 109,712 $ (10,152) (9.3) %
Industrial fabrication and field services 21,402 15,730 5,672 36.1
Telecommunications infrastructure services 3,489 1,889 1,600 84.7
Revenues
124,451 127,331 (2,880) (2.3)
COST OF REVENUES
Power industry services 76,517 91,263 (14,746) (16.2)
Industrial fabrication and field services 18,703 14,218 4,485 31.5
Telecommunications infrastructure services 3,096 1,507 1,589 105.4
Cost of revenues
98,316 106,988 (8,672) (8.1)
GROSS PROFIT 26,135 20,343 5,792 28.5
Selling, general and administrative expenses 11,590 9,398 2,192 23.3
INCOME FROM OPERATIONS 14,545 10,945 3,600 32.9
Other income, net 1,117 175 942 538.3
INCOME BEFORE INCOME TAXES 15,662 11,120 4,542 40.8
Income tax expense (3,269) (1,666) (1,603) (96.2)
NET INCOME $ 12,393 $ 9,454 $ 2,939 31.1 %
Revenues
Power Industry Services
The revenues of the power industry services segment, representing the businesses
of GPS and APC, decreased by 9.3%, or $10.2 million, to $99.6 million for the
three months ended October 31, 2021 compared with revenues of $109.7 million for
the three months ended October 31, 2020 as the quarterly revenues associated
with the Guernsey Power Station project have passed peak levels and APC
completed its construction activities associated with the TeesREP project
earlier this year. These reductions in revenues between the quarters were
substantially offset by revenues associated with the new Maple Hill solar energy
project, new projects at APC and the settlement of a legal matter. The revenues
of this business represented approximately 80.0% of consolidated revenues for
the quarter ended October 31, 2021 and 86.2% of consolidated revenues for the
prior year quarter.
The primary drivers for the revenues of this segment for the three months ended
October 31, 2020 were the revenues associated with the construction of the
Guernsey Power Station project and the TeesREP project. Each of these projects
reported significant quarterly revenues for last year's third quarter. Together,
the revenues associated with these two projects represented approximately 78.8%
of consolidated revenues for the three-month period ended October 31, 2020.
Industrial Fabrication and Field Services
The revenues of our industrial fabrication and field services segment
(representing the business of TRC) increased by $5.7 million, or 36.1%, to $21.4
million for the period compared to revenues of $15.7 million for the
three months ended October 31, 2020. For the three months ended October 31, 2021
and 2020, the revenues of this segment represented 17.2% and 12.4% of
consolidated revenues for the corresponding periods. TRC's strong performance
for the three-month period ended October 31, 2021 reflected a significant rise
in revenues earned on field services projects during the period. However, we
expect the revenues of TRC to decline over the remainder of the current fiscal
year as TRC recently completed a number of major projects. The major customers
of TRC include some of North America's largest fertilizer producers, as well as
other chemical, mining, forest products, construction and energy companies with
plants, facilities and other sites located primarily in the southeastern region
of the US. The project backlog amounts for TRC as of October 31, 2021 and
January 31, 2021 were $51.1 million and $54.0 million, respectively.
31
Telecommunications Infrastructure Services
The revenue results of this business segment (representing the business of SMC)
were $3.5 million for the three-month period ended October 31, 2021, an increase
of $1.6 million, or 84.7%, from the amount of revenues earned during the three
months ended October 31, 2020. The improvement in revenues between the quarters
related to increased project activities for both inside-premises and
outside-premises customers.
Cost of Revenues
With the decrease in consolidated revenues for the three months ended October
31, 2021 compared with last year's third quarter ended October 31, 2020, the
consolidated cost of revenues also decreased between the quarters. These costs
were $98.3 million and $107.0 million for the three month periods ended October
31, 2021 and 2020, respectively, representing an decrease of approximately 8.1%.
For the three month period ended October 31, 2021, we reported a consolidated
gross profit of approximately $26.1 million which represented a gross
profit percentage of approximately 21.0% of corresponding consolidated revenues.
Most significantly, the gross profit for the period reflected the profit
contributions of the construction activities related to the major projects of
the power industry services segment, the recovery of TRC's business from its low
level of activity last year during the early months of the COVID-19 pandemic and
the revenues recorded for the current quarter related to the settlement of the
legal matter identified above. The gross profit percentages of corresponding
revenues for the power industry services, industrial services and the
telecommunications infrastructure segments were 23.1%, 12.6% and 11.3%,
respectively, for the quarter ended October 31, 2021.
Our consolidated gross profit reported for the three-month period ended October
31, 2020 was $20.3 million, which represented a gross profit percentage of
approximately 16.0% of corresponding consolidated revenues. The gross profit for
the three months ended October 31, 2020 included the profit contribution of the
construction activities related to the Guernsey Power Station. It was also
favorably impacted by the profit contributions of APC, which reflected the final
significant change to the contractual arrangements covering the construction
activities of the TeesREP Project subcontract. For the three months ended
October 31, 2020, the gross profit percentages of corresponding revenues for the
power industry services, industrial services and the telecommunications
infrastructure segments were 16.8%, 9.6% and 20.2%, respectively.
Selling, General and Administrative Expenses
These costs were $11.6 million and $9.4 million for the three months ended
October 31, 2021 and 2020, respectively, representing a 23.3% increase between
the quarters which occurred within each of our reporting segments due primarily
to increased personnel and associated costs, including cash incentive and stock
compensation expenses, and increased business development costs.
Other Income, Net
We reported other income, net, in the amount of $1.1 million for the three
months ended October 31, 2021 which reflected primarily a cost reimbursement
grant from the Irish government related to the COVID-19 pandemic.
Income Taxes
We reported income tax expense for the three months ended October 31, 2021 in
the amount of approximately $3.3 million, which represents an effective income
tax rate of 20.9% for the period. We estimate that our annual effective income
tax rate for the year ending January 31, 2022, before discrete items, will
approximate 23.3%. This estimated tax rate differs from the statutory federal
tax rate of 21% due primarily to the unfavorable effects of state income taxes
and permanent differences, including primarily certain nondeductible executive
compensation and overseas income deemed to be Global Intangible Low-Taxes Income
("GILTI").
For the three months ended October 31, 2020, we recorded income tax expense in
the amount of approximately $1.7 million, which reflected an annual effective
income tax rate of approximately 23.9% for the year, before discrete items, that
was estimated at the time. This tax rate differed from the statutory federal tax
rate of 21% due primarily to the unfavorable effects of permanent differences,
including certain nondeductible executive compensation.
32
Comparison of the Results of Operations for the Nine Months Ended October 31,
2021 and 2020
We reported net income attributable to our stockholders of $36.0 million, or
$2.25 per diluted share, for the nine months ended October 31, 2021. For the
nine months ended October 31, 2020, we reported net income attributable to our
stockholders of $14.3 million, or $0.91 per diluted share.
The following schedule compares our operating results for the nine months ended
October 31, 2021 and 2020 (dollars in thousands):
Nine Months Ended October 31,
2021 2020 $ Change % Change
REVENUES
Power industry services $ 295,736 $ 227,363 $ 68,373 30.1 %
Industrial fabrication and field services 78,213 42,163 36,050 85.5
Telecommunications infrastructure services 9,851 5,445 4,406 80.9
Revenues 383,800 274,971 108,829 39.6
COST OF REVENUES
Power industry services 233,682 192,583 41,099 21.3
Industrial fabrication and field services 64,519 38,096 26,423 69.4
Telecommunications infrastructure services 8,098 4,310 3,788 87.9
Cost of revenues 306,299 234,989 71,310 30.3
GROSS PROFIT 77,501 39,982 37,519 93.8
Selling, general and administrative expenses 31,813 28,827 2,986 10.4
INCOME FROM OPERATIONS 45,688 11,155 34,533 309.6
Other income, net 1,569 1,714 (145) (8.5)
INCOME BEFORE INCOME TAXES 47,257 12,869 34,388 267.2
Income tax (expense) benefit (11,228) 1,391 (12,619) NM
NET INCOME $ 36,029 $ 14,260 $ 21,769 152.7 %
NM - Not meaningful.
Revenues
Power Industry Services
The revenues of the power industry services segment increased by 30.1%, or $68.4
million, to $295.7 million for the nine months ended October 31, 2021, compared
with revenues of $227.4 million for the nine months ended October 31, 2020. The
revenues of this segment represented approximately 77.1% of consolidated
revenues for the nine-month period ended October 31, 2021, and approximately
82.7% of consolidated revenues for the nine-month period ended October 31, 2020.
The primary drivers for the strong performance by this reportable segment for
the nine months ended October 31, 2021 were increased revenues associated with
the construction of the Guernsey Power Station and the new Maple Hill solar
energy facility, which together represented 66.8% of consolidated revenues. Last
year, the revenues of this segment included primarily revenues associated with
the construction of the Guernsey Power Station project, the TeesREP project and
other projects of APC. Together, the revenues related to the Guernsey power
station and the TeesREP project represented 77.4% of consolidated revenues for
the nine months ended October 31, 2020.
Industrial Fabrication and Field Services
The revenues of our industrial fabrication and field services segment provided
20.4% of consolidated revenues for the nine-month period ended October 31, 2021,
which reflected an increase in revenues of $36.1 million, or 85.5%, to $78.2
million compared to revenues of $42.2 million for the nine-month period ended
October 31, 2020. The improved current year business of TRC reflects increased
project activity for several customers, primarily in field services.
33
Telecommunications Infrastructure Services
The revenues of this business segment were $9.9 million for the nine-month
period ended October 31, 2021 compared with revenues of $5.4 million for the
nine-month period ended October 31, 2020, which represented an increase of 80.9%
between the periods and which reflected strong performance by both the
inside-premises and outside-premises groups.
Cost of Revenues
With the increase in consolidated revenues for the nine-month period ended
October 31, 2021 compared with last year's corresponding period, the
consolidated cost of revenues also increased between the periods by 30.3%. These
costs were $306.3 million and $235.0 million for the nine-month periods ended
October 31, 2021 and 2020, respectively.
For the nine-month period ended October 31, 2021, we reported a consolidated
gross profit of approximately $77.5 million, which represented a gross
profit percentage of approximately 20.2% of corresponding consolidated revenues.
The gross profit for the period reflected primarily the profit contributions of
efficient construction activities related to the major projects of the power
industry services reporting segment and the settlement of a legal matter in the
third quarter. The gross profit percentages of corresponding revenues for the
power industry services, industrial services and the telecommunications
infrastructure segments were 21.0%, 17.5% and 17.8%, respectively, for the
nine-month period ended October 31, 2021.
For the nine months ended October 31, 2020, we reported a consolidated gross
profit of approximately $40.0 million which represented a gross profit
percentage of approximately 14.5% of corresponding consolidated revenues which
was adversely affected primarily by the low level of revenues reported by TRC
for the period. The gross profit percentages of corresponding revenues for the
power industry services, industrial services and the telecommunications
infrastructure segments were 15.3%, 9.6% and 20.8%, respectively, for the
nine-month period ended October 31, 2020.
Selling, General and Administrative Expenses
These costs were $31.8 million and $28.8 million for the nine-month periods
ended October 31, 2021 and 2020, respectively, which represented an increase of
approximately $3.0 million, or 10.4%, between the periods, and which occurred
substantially during the third quarter of the current year as identified above.
Other Income, Net
For the nine months ended October 31, 2021 the amount of other income, net, was
approximately $1.6 million, due substantially to two transactions related to
APC. As disclosed above, APC received COVID-19 relief from the Irish government,
which amounted to approximately $1.1 million, that was recognized during the
third quarter of the current year. In April 2021, APC received a research and
development credit payment from the government of the UK related to certain
qualifying works performed during Fiscal 2019. Net of associated costs, the
payment amount of $0.7 million, much like a grant, was included in other income
for the nine-month period ended October 31, 2021. This line item also included
our share of the net loss reported by the solar fund investment for the nine
months ended October 31, 2021 in the amount of $0.4 million that is discussed in
Note 10 to the accompanying condensed consolidated financial statements.
Typically, the amounts reported on this line include primarily income earned on
funds maintained in money market accounts and interest income earned on CDs.
Adverse economic reactions to the uncertainties of the COVID-19 pandemic
commenced during the middle of last year's first quarter ended April 30, 2020,
including sharp reductions in investment interest rates. Other income from
earnings on our temporary investments of excess cash for the nine-month period
ended October 31, 2021 was insignificant although the aggregate amount of
invested funds increased between the periods. For the nine-month period ended
October 31, 2020, the net amount of other income of $1.7 million included
primarily earnings on our temporary investments of excess cash before the
pandemic.
34
Income Taxes
We reported income tax expense for the nine-month period ended October 31, 2021
in the amount of approximately $11.2 million, which represents an actual
effective income tax rate of 23.8%. As indicated above, we estimate that our
annual effective income tax rate for the year ending January 31, 2022, before
discrete items, will approximate 23.3%. The estimated annual effective tax rate
differs from the statutory federal tax rate of 21% due primarily to the
unfavorable effects of state income taxes and permanent differences, including
certain nondeductible executive compensation and overseas income deemed to be
GILTI.
For the nine-month period ended October 31, 2020, we recorded an income tax
benefit in the amount of approximately $1.4 million, which reflected primarily
the net operating loss carryback benefit amount of $4.4 million discussed in
Note 10 to the accompanying condensed consolidated financial statements.
Liquidity and Capital Resources as of October 31, 2021
At October 31 and January 31, 2021, our balances of cash and cash equivalents
were $391.6 million and $366.7 million, respectively. During the nine months
between these dates, our working capital increased by $30.5 million to $300.7
million as of October 31, 2021 from $270.1 million as of January 31, 2021.
The net amount of cash provided by operating activities for the nine months
ended October 31, 2021 was $41.7 million. Our net income for the nine months
ended October 31, 2021, adjusted favorably by the net amount of non-cash income
and expense items, represented a source of cash in the total amount of $45.6
million. The sources of cash from operations for the nine months ended October
31, 2021 also included a decrease in the balance of contract assets in the
amount of $16.7 million. A reduction in the combined level of accounts payable
and accrued expenses and an increase in accounts receivable during the
nine-month period ended October 31, 2021, in the respective amounts of $20.0
million and $7.1 million, represented uses of cash for the period. Contract
liabilities increased by $4.4 million during the nine months ended October 31,
2021, representing a source of cash. It is important to note that the amount of
contract liabilities related to the Guernsey Power Station are expected to
decline during the remainder of the current fiscal year, representing a use of
cash, as the project moves past the peak level of construction activities. The
amount of prepaid expenses and other assets decreased by $2.1 million during the
nine months ended October 31, 2021, which also represented a source of cash for
the period.
Another source of cash for the nine months ended October 31, 2021 were the
proceeds associated with the exercise of stock options in the amount of $1.4
million. Non-operating activities used cash during the nine months ended October
31, 2021, including the payment of regular cash dividends in the amount of $11.8
million, investment payments made to a solar energy fund in the amount of $4.1
million and capital expenditures in the amount of $1.1 million. As of October
31, 2021, there were no restrictions with respect to inter-company payments
between GPS, TRC, APC, SMC and the holding company. However, certain loans made
by Argan to APC have been determined to be uncollectible.
The net amount of cash provided by operating activities for the nine months
ended October 31, 2020 was $142.6 million. Our net income for the nine months
ended October 31, 2020, adjusted favorably by the net amount of non-cash income
and expense items, represented a source of cash in the total amount of $30.2
million. However, the sources of cash from operations for the prior year period
included primarily a temporary increase in the balance of contract liabilities
associated with the early phases of the Guernsey Power Station construction and
new project awards at TRC in the amount of $87.9 million. Reductions in the
balances of accounts receivable and contract assets, primarily at the TRC and
APC operations, provided cash in the amounts of $6.6 million and $6.2 million,
respectively. In addition, the combined level of accounts payable and accrued
expenses increased by $27.7 million during the nine months ended October 31,
2020, a source of cash for the period.
As discussed above, our income tax accounting for the nine months ended October
31, 2020 reflected an entry to record the carryback of our net operating loss
incurred for the year ended January 31, 2020 to prior income tax years. The loss
carryback should result in a refund of federal income taxes in the amount of
$12.7 million. This tax refund receivable was included in the balance of other
current assets as of October 31, 2020, which was the primary cause of the
increase in this balance of $16.0 million during the period, a use of cash.
35
Primary sources of cash for the nine months ended October 31, 2020 were the net
maturities of short-term investments, certificates of deposit issued by the
Bank, in the amount of $70.0 million. Non-operating activities used cash during
the nine months ended October 31, 2020, including the payment of regular and
special cash dividends in the total amount of $27.4 million and capital
expenditures in the amount of $1.4 million. Partially offsetting these uses of
cash, we received cash proceeds related to the exercise of stock options during
the nine months ended October 31, 2020 in the amount of $1.2 million.
At October 31, 2021, most of our balance of cash and cash equivalents was
invested in government and prime money market funds with most of their total
assets invested in cash, US Treasury obligations and repurchase agreements
secured by US Treasury obligations. The major portion 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 UK in support of the operations of APC.
The original term of our Amended and Restated Replacement Credit Agreement with
the Bank was scheduled to expire on May 31, 2021. During April 2021, the Company
and the Bank agreed to an amendment to the Credit Agreement which extended the
expiration date of the Credit Agreement to May 31, 2024 and reduced the
borrowing rate. The Credit Agreement, as amended, includes the following
features, among others: a lending commitment of $50.0 million including a
revolving loan with interest at the 30 day LIBOR plus 1.6% (reduced from 2.0%),
and an accordion feature which allows for an additional commitment amount of
$10.0 million, subject to certain conditions. We may also use the borrowing
ability to cover other credit instruments issued by the Bank for our use in the
ordinary course of business as defined by the Bank. At October 31, 2021, we had
no outstanding borrowings, however, subsequent to October 31, 2021, the Bank
issued letters of credit in the total amount of $19.9 million in support of the
activities of APC under a new customer contract. In connection with the current
project development activities of the VIE, the Bank issued a letter of credit,
outside the scope of the Credit Agreement, in the approximate amount of $3.4
million for which we have provided cash collateral.
We have pledged the majority of our assets to secure the 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, as amended, requires that we comply with certain financial
covenants at our fiscal year-end and at each fiscal quarter-end, and 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. At October 31, 2021
and January 31, 2021, we were compliant with the covenants of the Credit
Agreement, as amended.
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 contractor 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
typically required by any surety bond, we would be obligated to reimburse the
issuer of any surety bond issued 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. Not all
of our projects require bonding.
As of October 31, 2021, the value of the Company's unsatisfied bonded
performance obligations, covering all of its subsidiaries, was approximately
$272.4 million. In addition, as of October 31, 2021, there were bonds
outstanding in the aggregate amount of approximately $0.8 million covering other
risks including warranty obligations related to completed activities; these
bonds expire at various dates over the next twelve (12) months.
We have also provided a financial guarantee on behalf of GPS to an original
equipment manufacturer in the amount of $3.6 million to support project
developmental efforts.
When sufficient information about claims related to our 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 October 31, 2021 are not estimable.
36
As noted above, returns on money market instruments and certificates of deposit
are currently minimal due to market conditions. With the desire to increase the
amount of return on its available cash, the Company invested approximately $4.1
million during the nine months ended October 31, 2021 in a limited liability
company that makes equity investments in solar energy projects that are eligible
to receive energy tax credits. During Fiscal 2021, we made a similar investment
in the amount of $1.3 million. The current year investment is expected to
provide an overall return of approximately 20% over the six-year expected life
of our investment. It is likely that we will evaluate opportunities to make
larger solar energy investments of this type in the future.
We believe that cash on hand, our cash equivalents, cash that will be provided
from the maturities of short-term investments 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 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.
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 cash flow 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.
The table following immediately below presents the determinations of EBITDA for
the three and nine months ended October 31, 2021 and 2020, respectively (amounts
in thousands).
Three Months Ended
October 31,
2021 2020
Net income, as reported $ 12,393 $ 9,454
Income tax expense 3,269 1,666
Depreciation 819 940
Amortization of purchased intangible assets 227 226
EBITDA 16,708 12,286
EBITDA of non-controlling interests - -
EBITDA attributable to the stockholders of Argan, Inc. $ 16,708 $ 12,286
Nine Months Ended
October 31,
2021 2020
Net income, as reported $ 36,029 $ 14,260
Income tax expense (benefit) 11,228 (1,391)
Depreciation 2,560 2,798
Amortization of purchased intangible assets 680 677
EBITDA 50,497 16,344
EBITDA of non-controlling interests - (40)
EBITDA attributable to the stockholders of Argan, Inc. $ 50,497 $ 16,384
However, as EBITDA is not a measure of performance calculated in accordance with
US 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 US GAAP that are included in our condensed 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.
37
As we believe that our net cash flow provided by operations is the most directly
comparable performance measure determined in accordance with US GAAP, the table
below reconciles the amounts of EBITDA for the applicable periods to the
corresponding amounts of net cash flows provided by operating activities that
are presented in our condensed consolidated statements of cash flows for the
nine months ended October 31, 2021 and 2020 (amounts in thousands).
Nine Months Ended
October 31,
2021 2020
EBITDA $ 50,497 $ 16,344
Current income tax (expense) benefit (10,845) 9,757
Stock compensation expense 2,521 2,199
Other non-cash items 3,407 1,911
(Increase) decrease in accounts receivable (7,084) 6,585
Decrease (increase) in other assets 2,070 (15,976)
(Decrease) increase in accounts payable and accrued expenses (19,966) 27,725
Change in contracts in progress, net
21,099 94,015
Net cash provided by operating activities $ 41,699 $ 142,560
Critical Accounting Policies
Critical accounting policies are those related to the areas where we have made
what we consider to be particularly subjective or complex judgments in arriving
at estimates and where these estimates can significantly impact our financial
results under different assumptions and conditions. These estimates, judgments,
and assumptions affect the reported amounts of assets, liabilities and equity,
the disclosure of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during the
reporting periods. We base our estimates on historical experience and various
other assumptions that we believe are reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets, liabilities and equity that are not readily apparent from other sources.
Actual results and outcomes could differ from these estimates and assumptions.
We consider the accounting policies related to revenue recognition on long-term
construction contracts; income tax reporting; the accounting for business
combinations; the subsequent valuation of goodwill, other indefinite-lived
assets and long-lived assets; the valuation of employee common stock-based
awards; and the financial reporting associated with any significant claims or
legal matters to be most critical to the understanding of our financial position
and results of operations, as well as the accounting and reporting for special
purpose entities including joint ventures and variable interest entities. An
expanded discussion of our critical accounting policies is included in Item 7 of
Part II of our Annual Report. During the nine months ended October 31, 2021,
there have been no material changes in the way we apply the critical accounting
policies described therein.
Recently Issued Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for
Income Taxes, which, among other changes, eliminates the exception to the
general methodology for calculating income taxes in an interim period when a
year-to-date loss exceeds the expected loss for the entire year. In these
instances, the estimated annual effective income tax rate shall be used to
calculate the tax without limitation. The new standard also requires the
recognition of a franchise (or similar) tax that is partially based on income as
an income-based tax and the recording of any incremental tax that is incurred by
us as a non-income based tax. Our adoption of this new guidance, effective on
February 1, 2021, did not alter our accounting for income taxes.
There are no other recently issued accounting pronouncements that have not yet
been adopted that we consider material to our consolidated financial statements.
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