UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 17, 2003
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Argan, Inc.
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Formerly "Puroflow Incorporated"
(Exact name of registrant as specified in its charter)

Delaware
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(State or other jurisdiction of incorporation)

001-31756  ---------  (Commission File Number)

13-1947195 -----------     (I.R.S. Employer I.D. Number)

           

One Church Street Suite 302 Rockville, MD -----------------------  (Address of Principal Executive Offices)

20850 ----- (Zip Code)

(301) 315-0027
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(Registrant's telephone number; including area code)

 

 

 

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Explanatory Note:

Argan, Inc. (the "Company" or " AI") is filing this amendment (this "Amendment") to amend its Form 8-K, dated July 17, 2003, that was initially filed with the Commission on July 29, 2003, was amended by a Current Report on Form 8-K/A on September 24, 2003, and was further amended by a Current Report on Form 8-K/A on January 27, 2004 (the original Form 8-K as filed on July 29, 2003, as so amended by the Form 8-K/As filed on September 24, 2003 and January 27, 2004, is referred to herein as the "Original Form 8-K").  The purpose of this Amendment to the Original Form 8-K is to restate the unaudited condensed pro forma financial statements contained in the Original Form 8-K. 

On March 11, 2004, the Company determined that there was an error in the calculation and classification of the deferred income tax liability associated with the identifiable intangible assets recorded in the purchase accounting of its acquisition of Southern Maryland Cable.  The error resulted in the overstatement of the customer contractual relationships, trade name and the deferred income tax liability and the understatement of goodwill.  The unaudited condensed pro forma financial statements contained in the Original Form 8-K have been restated to correct this error. 

The Company has amended and restated in its entirety the unaudited condensed pro forma financial statements contained in the Original Form 8-K. This Amendment does not reflect events occurring after the filing of the Original Form 8-K, or modify or update those disclosures in any way, except as required to reflect the effects of the above-described restatement.

ITEM  2.  Acquisition or Disposition of Assets:

            On July 17, 2003, AI acquired Southern Maryland Cable, Inc. ("SMC"), by merger of SMC into AI's wholly owned subsidiary, PFLW\SMC Acquisition Corp. ("PAC").  Following the merger, PAC was renamed SMC.

SMC provides communications infrastructure installation and utility construction services to commercial customers and agencies of the United States federal government. For the year ended December 31, 2002, SMC had revenues of approximately $8,808,000. The purchase price of approximately $4,000,000 was satisfied in cash of which $260,000 is being held in escrow. AI  also assumed  approximately $971,000 of SMC's debt in connection with the acquisition.  The Company consummated a private placement on April 29, 2003. The proceeds after offering costs were approximately $9.6 million, a portion of which were used to acquire SMC.

ITEM  7.  Financial Statements, Pro Forma Financial Information and Exhibits:

(b)        Pro Forma Financial Information:

Unaudited condensed pro forma combined statements of operations for the fiscal year ended January 31, 2003 and for the six months ended July 31, 2003. The Company's unaudited condensed consolidated balance sheet as of July 31, 2003 included on Form 10-QSB filed on September 12, 2003 reflects the financial position of SMC as of July 31, 2003; consequently a pro forma balance sheet is not presented herein.

 

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SIGNATURES

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

                                                                                                 ARGAN, INC.

Date:  March 15, 2004

BY	/s/ Rainer H. Bosselmann -----------------------------
	Rainer H. Bosselmann
	Chairman of the Board and Chief
	Executive Officer

 

 

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The accompanying unaudited condensed pro forma combined statements of operations present the results of operations of AI and SMC as if the acquisition of SMC had occurred as of February 1, 2002. The pro forma information reflects the total consideration paid. (See Item 2. for details.) SMC reports its results of operations using a calendar year end. In preparing the pro forma information, the Company utilized SMC's December 31, 2002 and June 30, 2003 results of operations in the unaudited condensed pro forma combined statements of operations for the year ended January 31, 2003 and the six months ended July 31, 2003. No material events occurred subsequent to SMC's December 31, 2002 and June 30, 2003 financial reporting periods which would require adjustment to the Company's unaudited condensed pro forma combined statements of operations.  The pro forma data is not necessarily indicative of what the results would have been if the acquisition had occurred on the dates indicated.                                                              

                            Unaudited Condensed Pro Forma Combined Statement of Operations
                                                For the Year Ended January 31, 2003

 

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Notes to unaudited condensed pro forma combined statement of operations

 

 

 

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                           Unaudited Condensed Pro Forma Combined Statement of Operations
                                                For the Six Months Ended July 31, 2003                             

	AI as Reported(B)	SMC as  Reported	Pro Forma        Adjustments	Consolidated  Pro Forma
Net Sales	$4,166,000	$4,840,000	($563,000)(10)	$8,443,000
Cost of
Goods Sold	2,979,000	3,764,000	(464,000)(10)	6,279,000
Gross Profit	1,187,000	1,076,000	(99,000)	2,164,000
Selling General			(71,000) (10)
And			(215,000) (6)
Administrative	1,359,000	892,000	123,000 (7)	2,088,000
Operating
Income (Loss)	(172,000)	184,000	64,000	76,000
Interest Expense	(12,000)	(36,000)	-------	(48,000)
Other Income	27, 000	16,000	-------	43,000
Pretax (Loss)
Income	(157,000)	164,000	64,000	71,000
Provision for Income			(85,000) (11)
Taxes	245,000	150,000	25,000  (8)	335,000
Net (Loss) Income	$(402,000)	$14,000	$ 124,000	$(264,000)
Earnings Per Share(9):
Basic and Diluted	$.(34)			$.(15)