Table of Contents

ARGAN, INC. AND SUBSIDIARIES

20152016 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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PART I

ITEM 1.  BUSINESS.

Argan, Inc. (“Argan”) conducts operations through its wholly-owned subsidiaries, Gemma Power Systems, LLC and affiliates (“GPS”) and, Atlantic Projects Company Limited (“APC”), Southern Maryland Cable, Inc. (“SMC”), which together are and The Roberts Company (“TRC”) (together referred to as the “Company,” “we,” “us,” or “our”). The affiliates of GPS include its majority-controlled joint ventures and any variable interest entities for which Argan or one of its wholly-owned subsidiaries is deemed to be the primary beneficiary. Through GPS, which provided 90%, 98% and 96% of consolidated revenues for the years ended January 31, 2016, 2015 and 2014, respectively, we provide a full range of development, consulting, engineering, procurement, construction, commissioning, operations management, maintenance, development and maintenanceconsulting services to the power generation and renewable energy markets for a varietywide range of customers including public utilities, independent power project owners, public utilities, municipalities, public institutions and private industry. Through APC, we provide construction and technical services for power generation, oil and gas, industrial and process industry customers. Through SMC, we provide telecommunications infrastructure services including project management, construction and maintenance to thecommercial, federal government and local governments, telecommunicationsgovernment customers. Through TRC, we provide fully integrated fabrication, construction and broadband service providers as well as electric utilities.plant services designed to work specifically with heavy and light industrial customers.

During the year ended January 31, 2015 (our “Fiscal 2015”), as discussed below, we entered into a Development Loan Agreement (the “DLA”) with Moxie Freedom LLC (“Moxie Freedom”), wholly-owned by Moxie Energy, LLC (“Moxie”), relating to the development of a large natural gas-fired power plant in the Marcellus Shale region of northeast Pennsylvania. We determined that GPS was the primary beneficiary of this variable interest entity (the “VIE”). Through construction joint ventures that we formed during the year ended January 31, 2014 (our “Fiscal 2014”), we are currently building two natural gas-fired power plants in this region, Panda Liberty and Panda Patriot. GPS, including the consolidated joint ventures and the variable interest entity, represents our power industry services business segment. SMC represents our telecommunications infrastructure services business segment. Financial information about our business segments is included in Note 17 to the accompanying consolidated financial statements.

Holding Company Structure

Argan was organized as a Delaware corporation in May 1961. We intend to grow our Company by makingmake additional acquisitions of and/or investments inby identifying companies complimentary to our own with significant potential for profitable growth. However, weWe may have more than one industrial focus. We expect that companies acquired in each of these industrial groupgroups will be held in separate subsidiaries that will be operated in a manner that best provides cash flows for usthe Company and value for our stockholders. Argan is a holding company with no operations other than its continuing investments in GPS, APC, SMC and SMC.TRC.

Power Industry Services

GPS is a full service engineering, procurement and construction (“EPC”) contractor with the proven abilities of designing, building and commissioning large-scale energy projects.projects in the United States. The extensive design, construction, start-up and operating experience of our power industry services businessGPS has grown with the completion of projectsinstalled and under-contract capacity for more than 76 facilities representing over 11,000 megawatts (“MW”)14,000 MW of power-generating capacity. Our power projects have included base-load combined-cycle facilities, simple-cycle peaking plants and boiler plant construction and renovation efforts. We have also broadened our experience into the renewable energy industry by providing EPC contracting services to the owners of alternative energy facilities, including biomass plants, wind farms and solar fields. Typically, the scope of work for GPS includes complete plant design and construction from site development through electrical interconnection and plant testing. The durations of our construction projects may extend to three years. The contract backlog of GPS as of January 31, 2016 was approximately $1.1 billion, with an additional $0.4 billion added subsequent to year end.

On May 29, 2015, we acquired APC, a private company formed in Dublin in the Republic of Ireland over 40 years ago, and its affiliated companies. APC provides turbine, boiler and large rotating equipment installation, commissioning and outage services to original equipment manufacturers, global construction firms and plant owners worldwide. APC has successfully completed projects in more than 30 countries on six continents. With its presence in Ireland and its other offices located in Hong Kong, Singapore and New York, APC expanded our operations internationally for the first time. The fair value of the consideration transferred to the former owners of APC was approximately $11.1 million, including cash and 98,818 shares of our common stock.  The operating results of APC have been included in our consolidated operating results since the date of its acquisition and the balance sheet amounts of APC are included in our consolidated balance sheet as of January 31, 2016.

GPS and APC represent our power industry services reportable segment.  The revenues of our power industry services business segment were approximately$388 million, $377 million $219 million and $261$219 million for the years ended January 31, 2016, 2015 2014 and 2013,2014, respectively, or approximately94%, 98%, and 96% and 94% of our consolidated revenues for the corresponding years.periods, respectively.

During our fiscal year ended January 31, 2016 (“Fiscal 2016”), we have seen significant growth in our backlog of projects, have continued construction on the past three years, we successfully completedtwo projects being performed for affiliates of Panda Power Funds (the “Panda Liberty and the constructionPanda Patriot Projects”) that are scheduled for completion during calendar year 2016, and started up five new major projects.

The following table summarizes each of six significant energythese projects:

(1) The date that Full Notice to Proceed (“FNTP”) is received typically reflects when the projects including an 800 MW simple-cycle quick start peaking power plant located near Desert Hot Springs, California, encompassingfinancing is in place and work
activity related to the delivery and installation of eight gas turbinesproject increases significantly.

(2) The full contract value for CPV Sentinel, LLC (the “Sentinel Project”); wind-energy farms in the states of Illinois and Pennsylvania including the installation of a total of approximately one-hundred fifty wind turbines with a total power rating of approximately 230 MW; and two large solar energy fields inthis project was added to backlog subsequent to Fiscal 2016.

(3) The FNTP for this project is subject to Massachusetts including the installation of over 40,000 ground-mounted photovoltaic panels on capped and closed landfills.regulatory approvals.

During our fiscal year ended January 31, 2015 (“Fiscal 2015,2015”), we also completed a biomass-fired project for East Texas Electric Cooperative, Inc. (“ETEC”) covering EPC contracting services for a 49.950 MW power plant fueled by chipped timber located near Woodville, Texas (the “Woodville EPC Project”).  The contract had a value of approximately $169 million and was finished ahead of its December 2014 planned completion date. We have received a contract from ETEC for the operation and maintenance of this power plant for a term of three years beyond the mobilization period withperiod.

During the fiscal year ended January 31, 2014, our successfully completed projects included, most significantly, the construction of an estimated aggregate800 MW simple-cycle quick start peaking power plant located near Desert Hot Springs, California, encompassing the delivery and installation of eight gas turbines for the project owner, CPV Sentinel, LLC.

Contract Backlog

Contract backlog represents the total accumulated value of approximately $32projects awarded less the amounts of revenues recognized to date on contracts at a specific point in time. We believe contract backlog is an indicator of future revenues and earnings potential. Although contract backlog reflects business that we consider to be firm, cancellations or reductions may occur and may reduce contract backlog and the future revenues of this reportable business segment. At January 31, 2016, the total contract backlog of this segment was $1.1 billion. With the addition of the CPV Towantic Energy Center which was booked subsequent to fiscal year end, the backlog of projects would have exceeded $1.5 billion. Our total contract backlog amount as of January 31, 2015 was $423 million.

- 3 -Project Developmental Activities

When our services are providedWe opportunistically participate in regionsdevelopmental and related financing activities 1) to develop a proprietary pipeline for future EPC activities, 2) to secure exclusive rights to EPC contracts, and 3) to generate profits through interest and success fees. We have partnered with Moxie Energy, LLC (“Moxie”) to take principal positions in the initial stages of the United States that are subject to variability in weather conditions, our ability to conduct operations may be hampered or interrupted. In the past, we have successfully completed largedevelopment for three projects in such areas including New England and the desert region of California. Currently, construction activities are concentrated in the Marcellus Shale region of northeast Pennsylvania, an area that may be subject to severe winter weather. Our future operating results may be impacted unfavorably by adverse weather at our power plant construction sites, depending onRegion.  All three developmental efforts have successfully been completed resulting in GPS securing the location and stage of the project.

The Panda Projects

Panda Liberty and Panda Patriot are located in Bradford County, Pennsylvania, and Lycoming County, Pennsylvania, respectively. The project owners are entities affiliated with Panda Power Funds (“Panda”), Panda Liberty LLC and Panda Patriot LLC, respectively. These facilities arerights for EPC contracts for large scale natural gas-fired power plants being built by us near natural gas sources and they will provide electricity to the power grid in the northeastern United States, eliminating the need to transport natural gas via pipelines over long distances to supply the power generation plants. Each power plant will be a combined-cycle power facility consisting of two single-shaft trains and each plant is designed to generate over 800 MW of electrical power. Construction activities were commenced by us pursuant to the corresponding EPC contracts following the successful sale of the project entities to Panda by Moxie during Fiscal 2014. Full notice-to-proceed was received forThe Panda Liberty Project and the Panda Patriot Project developments were completed in August 2013 and the development efforts for Panda Patriotthe Caithness Moxie Freedom Generating Station project were completed in December 2013. In connection with the closing of the sales by Moxie, we were paid development success2015.  Success fees in Fiscal 2014 thatrelated to these three projects totaled approximately $27.1$31 million. The combined initial EPC contract value of the Panda Liberty and Panda Patriot projects (together the “Panda Projects”) was approximately $767 million. The Panda Projects have projected completion dates in the first and second quarters of calendar 2016, respectively.

Joint Ventures

As is common in our industry, general construction contractors execute certain contracts jointly with third parties through joint ventures, limited partnerships and limited liability companies for the purpose of completing a project or program for a project owner, such as a government agency or a commercial enterprise. These special purpose entities are generally dissolved upon completion of the corresponding project or program. Accordingly, GPS assigned the EPC contracts for the Panda Liberty and Patriot Projects to joint ventures that were formed in during our fiscal year ended January 31, 2014 (“Fiscal 20142014”) to perform the work for the applicable project and to spread the bonding risk associated with the projects. Our partner for both ventures is the same large, heavy civil contracting firm.  The joint venture agreements provide that GPS has the majority interest in any profits, losses, assets and liabilities that may result from the performance of these EPC contracts for the Panda Projects.projects. However, if the joint venture partner is unable to pay its share of any losses, GPS would be fully liable. GPS has no significant commitments beyond those related to the completion of the EPC contracts for the Panda Liberty and Panda Patriot Projects. The joint venture partners are dedicating resources to the projects that are necessary to complete the power plants and they are being reimbursed for their costs. GPS is performing most of the activities of these EPC contracts for the Panda Projects.contracts. Due to our financial control over the joint ventures, they are included in our consolidated financial statements for the years ended January 31, 2016, 2015 and 2014.

Moxie Freedom LLC

We entered into the DLA during Fiscal 2015, to support the development of a large natural gas-fired power plant with a nominal capacity of 1,000 MW that is planned to be located in Luzerne County, Pennsylvania. In return for our commitment to provide Moxie Freedom with loans up to $6 million that bear interest at an annual interest rate of 20%, Moxie Freedom will award GPS with the EPC contract for the project and will pay us a development success fee not to exceed the amount outstanding on the loan upon the successful sale and/or permanent financing of the project. The activities of Moxie Freedom are focused on 1) obtaining the necessary permits to build and operate the power plant, 2) completing arrangements to connect the power plants to the fuel supply and the electricity grids, 3) engaging energy plant operators in negotiations for the purchase of the project, and 4) securing permanent financing for the project, with closing anticipated to occur by mid-to-late calendar year 2016. As we are the primary beneficiary of this variable interest entity, it is included in our consolidated financial statements for the year ended January 31, 2015.

In November 2014, an equipment supplier to Moxie Freedom agreed to provide us with 40% of the funding for the development loans made to Moxie Freedom under a participation agreement. The supplier received an undivided fractional interest in all present and future loans from us to Moxie Freedom. It will earn interest on the cash provided to GPS based on an annual rate of 20% and it will be entitled to receive from GPS 40% of any development success fee earned by us.

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Materials

In connection with the engineering and construction of traditional and renewable power plants, biodiesel plants and other powerrenewable energy systems, we procure materials for installation on the various projects. With our assistance, the project owners frequently procure and supply certain major components of the power plants such as the natural gasgas-fired combustion turbines. We are not dependent upon any one source for materials that we use to complete a particular project, and we are not currently experiencing difficulties in procuring the necessary materials for our contracted projects. However, we cannot guarantee that in the future there will not be unscheduled delays in the delivery of ordered materials and equipment.equipment ordered by us or a project owner.

Competition

GPS competesCompetition

We compete with numerous large and well capitalized private and public firms in the construction and engineering services industry. These competitors include Bechtel Corporation and Fluor Corporation, global firms providing engineering, procurement, construction and project management services; SNC-Lavalin Group, Inc., a diversified Canadian construction and engineering firm; Chicago Bridge & Iron Company N.V., a diversified firm providing consulting, engineering, construction and facilities management services; Skanska AB, a leading international project development and construction company; and Kiewit Corporation, an employee-owned global construction firm. These and other competitors are multi-billion dollar companies with thousands of employees. GPSWe also may compete with regional construction services companies in the markets where planned projects might be located.

To compete with these firms, we emphasize our proven track record as a cost-effective choice for the design, build and commissioning of natural gas-fired and alternative power energy systems. Our extensive and successful experience includes the efficient completion of natural gas-fired simple cycle and combined cycle power plants, wood/coal-fired plants, waste-to-energy plants, wind farms, solar fields and biofuel processing facilities, all performed on an EPC contract basis. GPS providesThrough the power industry services segment, we provide a full range of competitively priced development, consulting, engineering, procurement, construction, commissioning and maintenance services to project owners. We are able to react quickly to their requirements while bringing a strong, experienced team to help navigate through difficult technical, scheduling and construction issues. We believe that we are uniquely positioned to assist in the development and delivery of innovative renewable energy solutions as world energy needs grow and efforts to reduce the effects of climate change increase.

Customers

For the year ended January 31, 2015,Fiscal 2016, we recognized revenues associated with EPC contract services provided to the owners of the Panda Liberty and Panda Patriot Projects that represented approximately 35% and 38% of consolidated revenues, respectively. Revenues earned in connection with the five new projects and the revenues for Fiscal 2016 contributed by APC since its acquisition by us represented the majority of the remaining revenues of the power industry services business for the year.

We also recognized significant portions of revenues for Fiscal 2015 pursuant to the EPC contracts for the Panda Liberty and Panda Patriot Projects that represented approximately 45% and 41% of consolidated revenues, respectively. We alsorespectively, and we recognized revenues related to the Woodville EPC Project, that we completed during Fiscal 2015, and the related mobilization, maintenance and operating efforts, which together represented approximately 12% of consolidated revenues for the year.

For the fiscal year ended January 31,Fiscal 2014, we recognized revenues associated with the Woodville EPC Project and an EPC contract with Competitive Power Ventures for the Sentinel Projectconstruction of a simple cycle natural gas-fired power plant located in Southern California that was completed during the year. These EPC projects represented approximately 33% and 22% of consolidated revenues for the year, respectively. In addition, the combined revenues recognized pursuant to the EPC contracts associated with the Panda Liberty and Panda Patriot projectsProjects represented approximately 21% of consolidated revenues and the fees earned in connection with the successful development of these projects represented approximately 12% of consolidated revenues for Fiscal 2014.

For Fiscal 2013, we recognized revenues under the EPC contracts for the Sentinel Project and the Woodville EPC Project that represented approximately 56% and 18% of consolidated revenues, respectively.

Contract Backlog

Contract backlog represents the total accumulated value of projects awarded less the amounts of revenues recognized to date on contracts at a specific point in time. We believe contract backlog is an indicator of future revenues and earnings potential. Although contract backlog reflects business that we consider to be firm, cancellations or reductions may occur and may reduce contract backlog and the future revenues of GPS. At January 31, 2015, our total contract backlog of $423 million included primarily the remaining contract values associated with the EPC contracts for Panda Liberty and Panda Patriot and the three-year operations and maintenance contract with ETEC. Our total contract backlog as of January 31, 2014 was $790 million.

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Regulation

Our power industry service operations are subject to various federal, state, local and localforeign laws and regulations including: licensing for contractors; building codes; permitting and inspection requirements applicable to construction projects; regulations relating to worker safety and environmental protection; and special bidding, procurement, employee compensation and security clearance requirements. Many state and local regulations governing construction require permits and licenses to be held by individuals who have passed an examination or met other requirements. We believe that we have all the licenses required to conduct our current operations and that we are in substantial compliance with applicable regulatory requirements.

Industrial Fabrication and Field Services

On December 4, 2015, we acquired The Roberts Company (“TRC”), which was founded in 1977 and is headquartered near Greenville, North Carolina.  TRC is principally an industrial fabricator and constructor serving both light and heavy industrial organizations primarily in the southern United States including pulp and paper, petrochemical and power companies among others. We paid $500,000 to acquire the member interests of TRC, and assumed approximately $16 million in bank debt obligations, which we paid off on the acquisition closing date.  We plan to have TRC continue to operate under its own name with its own management team. TRC is currently presented as a separate reportable business segment, Industrial Fabrication and Field Services.  TRC historically has primarily been a profitable company that incurred a net loss in its current year (the eleven month and four day period ended December 4, 2015), primarily due to taking on large contracts that resulted in significant losses. With the reengagement and leadership of TRC’s founder, John Roberts, our financial support and the substantial completion of these loss contracts, we acquired TRC with the belief that it is positioned to succeed in the future with a return to profitable operations. We also believe that TRC has the skills and capacity to fabricate piping and pressure vessels for GPS, APC and their suppliers.  However, there can be no assurances that TRC will succeed in the future or will resume profitability. From December 5, 2015 through the end of our Fiscal 2016, or for a little under two months, TRC generated $15.3 million in revenues and incurred a $1.0 million loss.  Since the acquisition, we have advanced an additional $22.5 million providing TRC with the funds needed to finish the work on the loss contracts, to bolster working capital and for other general corporate purposes.

Telecommunications Infrastructure Services

Through SMC, which represents our telecommunications infrastructure services reportable business segment, we provide comprehensive technology wiring and utility construction solutions to customers in the mid-Atlantic region. We perform both outside plant and inside plant cabling services including the structuring, cabling, terminations and connectivity that provide the physical transport for high speed data, voice, video and security networks.cabling. The revenues of SMC were $10.4 million, $6.4 million $8.8 million and $17.3$8.8 million for the years ended January 31, 2016, 2015 2014 and 2013,2014, respectively, or approximately 2%, 4%2% and 6%4% of our consolidated revenues for the corresponding periods, respectively.

Services provided to our outside premises customers include trench-less directional boring and excavation for underground communication and power networks, aerial cabling services, and the installation of buried cable, high and low voltage electric lines, and private area outdoor lighting systems. Directional boring systems are electronically guided and can place underground networks of various sizes with little or no restoration required. We use our equipment and experienced personnel to perform the trenching, plowing and back-hoeing for underground networks, to complete the installation of a variety of network structures, and to restore work sites. We utilize aerial bucket trucks, digger derrick trucks and experienced personnel to complete a variety of aerial projects. The outside premises services are primarily provided to state and local governments,government agencies, regional communications service providers, electric utilities and other commercial customers.

The wide range of inside plant and premises wiring services that we provide to our customers include AutoCAD design; cable installation; equipment roomthe structuring, cabling, terminations and telecom closet designconnectivity that provide the physical transport for high speed data, voice, video and build-out; data rack and cabinet installation; raceway design and installation; and cable identification, testing, labeling and documentation for copper, fiber optic and coax cable systems.security networks.  These services are provided primarily to federal government facilities, including cleared facilities, on a direct and subcontract basis. Such facilities typically require regular upgrades to their wiring systems in order to accommodate improvements in security, telecommunications and network capabilities.

Materials

Generally, our telecommunications infrastructure servicesConsistently, a major portion of SMC’s revenue-producing activity each year is performed pursuant to task or work orders issued under master agreements with SMC’s major customers. Over the last three years, these major customers supply most or all ofhave included the materials required forMaryland Transit Administration; Howard County, Maryland; EDS and Southern Maryland Electric Cooperative, a particular job and we provide the personnel, tools and equipment to perform the installation, maintenance or repair services. However, for certain projects, we may supply part or all of the materials required. In these instances, we have not been dependent upon any one source for the materials that we customarily utilize to complete projects. We are not presently experiencing, nor do we anticipate experiencing, any difficulties in procuring an adequate supply of materials.local electricity cooperative.

Competition

SMC operates in the fragmented and competitive telecommunication and infrastructure services industry. We compete with service providers ranging from small regional companies, which service a single market, to larger firms servicing multiple regions, as well as large national and multi-national contractors. We believe that we compete favorably with the other companies in the telecommunication and utility infrastructure services industry. We intend to emphasize our high quality reputation, outstanding customer base and highly motivated work force in competing for larger and more diverse contracts. We believe that our well maintained fleet of vehicles and construction machinery and equipment is essential to meet customers’ needs for high quality and on-time service. We are committed to invest in our repair and maintenance capabilities to maintain the quality and life of our equipment. Additionally, we invest annually in new vehicles and equipment.

Financing Arrangements

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Customers

Consistently, a major portion of SMC’s revenue-producing activity each year is performed pursuant to task or work orders issued under master agreements with SMC’s major customers. Over the last five years, these major customers have included Howard County and the state of Maryland, Verizon, EDS and Southern Maryland Electric Cooperative (“SMECO”), a local electricity cooperative. For the year ended January 31, 2015, approximately 25% of SMC’s revenues were derived from outside plant services provided under the contract with SMECO. Total outside plant work represented 56% of SMC’s revenues for Fiscal 2015 with the balance consisting of inside plant work.

Contract Backlog

As referenced above, a substantial number of the tasks were completed under the terms of master agreements that include pre-negotiated labor rates or line item prices. At January, 31, 2015 and 2014, the estimated values of unfulfilled work orders, open customer purchase orders and projects expected to be completed under current contracts were approximately $570,000 and $550,000, respectively.

Regulation

Our telecommunications infrastructure services operations are also subject to various federal, state and local laws and regulations including: licensing for contractors; building codes; permitting and inspection requirements applicable to construction projects; regulations relating to worker safety and environmental protection; and special bidding, procurement and security clearance requirements on government projects. Many state and local regulations governing construction require permits and licenses to be held by individuals who have passed an examination or met other requirements.

We believe that SMC has all the licenses required to provide its services within the region it typically conducts operations, and that we are in substantial compliance with applicable regulatory requirements. Our failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses.

Financing Arrangements

We have financing arrangements with Bank of America (the “Bank”) that are described in a Replacement Credit Agreement, effective August 10, 2015 (the “Credit Agreement”). The financingCredit Agreement, which supersedes our prior arrangements as amended, providewith the Bank, provides a revolving loan with a maximum borrowing amount of $4.25$10.0 million that is available until May 31, 2015,2018 with interest at LIBOR plus 2.25%2.00%. PriorWe may also use the borrowing ability to cover standby letters of credit issued by the endBank for our use in the ordinary course of May 2015, we expect to extend the expiration date of the financing arrangements on terms favorable to us.business. There were no borrowed amountsactual borrowings outstanding under the revolving loan arrangementBank financing arrangements as of January 31, 2016 and 2015. However, available fundsBorrowing availability in the total amount of $1.35 million havehas been designated to cover several letters of credit issued by the Bank, with expiration dates ranging from September 23, 2016 to November 5, 2016, in support of the project development activities of a potential power plant customer. We may obtain other standby letters of credit from the Bank in the ordinary course of business, not to exceed $10.0 million. owner.

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 divestitures and cash dividends. The amended financing arrangements contain an acceleration clause which allows the Bank to declare outstanding borrowed amounts due and payable if it determines in good faith that a material adverse change has occurred in the financial condition of the Company or any of its subsidiaries.as long as certain conditions are met. The Bank requires that the Companywe comply with certain financial covenants at itsour fiscal year-end and at each of itsour fiscal quarter-ends. AtAs of January 31, 2015,2016, we were in compliance with the financial covenants of the amended financing arrangements.Credit Agreement. We believe we will continue to comply with our financial covenants under the Credit Agreement.

Safety, Risk Management, Insurance and Performance Bonds

We are committed to ensuring that the employees of each of our businesses perform their work in a safe environment.  We regularly communicate with our employees to promote safety and to instill safe work habits.  GPS, TRC and SMC each have an experienced full time safety director committed to ensuring a safe work place, as well as compliance with applicable permits, insurance and local and environmental laws. Contracts with customers in the power and telecommunication infrastructure services industrieseach of our reportable business segments may require performance bonds or other means of financial assurance to secure contractual performance. Under such circumstances and/or as a means to spread project risk, we may consider an arrangement with a joint venture party in order to provide the required bonding to a prospective project owner. Asowner (see Note 5 to the accompanying consolidated financial statements). We maintain material amounts of cash, cash equivalents and short-term investments on our balance sheet, and, as indicated above, we have the commitment of the Bank to issue irrevocable standby letters of credit up to an aggregate amount of $10.0 million in support of our bonding collateral requirements; no such letters of credit were outstanding asrequirements.  As of January 31, 2015.

- 7 -Employees

Employees

The total number of personnel employed by us is subject to the volume of construction in progress and the relative amount of work performed by subcontractors. We had approximately 8621,188 employees at January 31, 2015,2016, substantially all of whom were full-time. We believe that our employee relations are good.

Materials Filed with the Securities and Exchange Commission

The public may read any materials that we file with the Securities and Exchange Commission (the “SEC”) at the SEC’s public reference room at 100 F Street, NE, Washington, D.C.  20549.  The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us, at http://www.sec.gov. We maintain a website on the Internet atwww.arganinc.com that includes access to interactive financial data. Information on our website is not incorporated by reference into this Annual Report on Form 10-K.

Copies of our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC without charge upon written request to:

Argan, Inc.

Attention: Corporate Secretary

One Church Street, Suite 201

Rockville, Maryland 20850

(301) 315-0027

ITEM 1A.  RISK FACTORS.

Our business is challenged by a changing environment that involves many known and unknown risks and uncertainties. The risks described below discuss factors that have affected and/or could affect us in the future. There may be others. We may be affected by risks that are currently unknown to us or are immaterial at this time. If any such events did occur, our business, financial condition and results of operations could be adversely affected in a material manner. Our future results may also be impacted by other risk factors listed from time to time in our future filings with the SEC, including, but not limited to, our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q.

Soft demand for electrical power may cause deterioration in our financial outlook.

The sluggish economic recovery in the United States may continueRisks Related to result in a lackluster demand for electrical power in the United States. Soft demand growth for power and a slowdown in the anticipated pace of the retirement of coal-fired and/or nuclear power plants could result in the delay, curtailment or cancellation of future gas-fired power plant projects, thus decreasing the overall demand for our services and adversely impacting our financial outlook. In addition, project owners may experience difficulty in raising capital for the construction of power-generation plants and renewable fuel production facilities due to substantial limitations on the availability of credit and other factors including uncertainty regarding the availability of future government subsidies. In general, if overall economic conditions do not improve steadily, the demand for our EPC contract services may be adversely affected.Our Revenues

Our future revenues and earnings are dependent on the award of new contracts which we do not directly control.

Due primarily to the favorable operating results of GPS, we have generated income for seventhe eight consecutive years — the fiscal years ended January 31, 2009 through 2015.2016. As described in the risks presented below, our ability to maintain profitable operations depends on many factors including the ability of the power industry services business segment to continue to obtain significant new EPC projects and to complete its projects successfully.

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Our dependence on one or a few customers could adversely affect us.

The size of the energy plant construction projects of our power industry services segment frequently results in a limited number of projects contributing a substantial portion of our consolidated revenues each year as described in Note 16 to the accompanying consolidated financial statements.year. Should we fail to replace major projects that are completed by GPS in the future with new projects, future revenues and profits may be adversely affected.

Our dependence on large construction contracts may result in uneven quarterly financial results.

Our power industry service activities in any one fiscal quarter are typically concentrated on a few large construction projects for which we use the percentage-of-completion accounting method to determine corresponding revenues. To a substantial extent, our contract revenues are recognized as services are provided as measured by the amount of costs incurred. As the timing of equipment purchases, subcontractor services and other contract events may not be evenly distributed over the livesterms of our contracts, the amount of total contract costs may vary from quarter to quarter, creating uneven amounts of quarterly consolidated revenues. In addition, the timing of contract commencements and completions may exacerbate the uneven pattern. As a result of the foregoing, future amounts of consolidated revenues, cash flow from operations, net income and earnings per share reported on a quarterly basis may vary in an uneven pattern and may not be indicative of the operating results expected for any other quarter or for an entire fiscal year, thus rendering consecutive quarter comparisons of our consolidated operating results a less meaningful way to assess the growth of our business.

Lawsuits

Our actual results could differ from the assumptions and estimates used to prepare our financial statements.

To prepare consolidated financial statements in conformity with generally accepted accounting principles, we are required to make estimates, assumptions and judgments as of the date of such financial statements, which affect the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities. For example, we recognize revenues over the life of a contract based on the proportion of costs incurred to date compared to the total costs estimated to be incurred for the entire project. We review and make necessary revisions to such costs on a monthly basis. In addition, contract results may be impacted by our estimates of the amounts of change orders that we expect to receive and our assessment of any contract claims that may arise.

Under our accounting procedures, we measure and recognize a large portion of our revenues under the percentage-of-completion accounting methodology. This methodology allows us to recognize revenues and contract profits ratably over the life of a contract by comparing the amount of the costs incurred to date against the total amount of costs expected to be incurred. The effects of revisions to revenues and estimated costs are recorded when the amounts are known and can be reasonably estimated, and these revisions can occur at any time and could be material. Given the uncertainties associated with these types of contracts, it is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded revenues and profits.

Other areas requiring significant estimates by our management include:

·                  the identification of the significant beneficiary of entities in which we may have variable interests;

·                  the valuation of assets acquired and liabilities assumed in connection with business combinations;

·                  the assessment of the value of goodwill and recoverability of other purchased intangible assets;

·                  provisions for income taxes and related valuation allowances associated with deferred income tax assets;

·                  accruals for estimated liabilities, including losses and expenses related to legal matters;

·                  the adequacy of allowances for uncollectible accounts and notes receivable; and

·                  the determination of stock-based compensation expense amounts.

Our actual business and financial results could differ from those estimates, which may impact our profits.

Failure to successfully operate our power industry services business will adversely affect us.

The operations of our power industry services business, which substantially consist of the operations conducted by GPS, represent a significant portion of our consolidated revenues and profits. The revenues of this reportable business segment were approximately $388 million, $377 million and $219 million, or 94%, 98% and 96% of consolidated revenues, for the years ended January 31, 2016, 2015 and 2014, respectively. Income from these operations before income taxes for these three years were $82 million, $70 million and $73 million, respectively. Our inability to successfully manage and grow our power industry services business will adversely affect our consolidated operating results and financial condition.

At any time, GPS and APC have a limited number of construction contracts. For example, two EPC projects represented 73% of our consolidated revenues for Fiscal 2016, and 81% of the aggregate value of the contract backlog of this segment at January 31, 2016 related to three EPC contracts. Should any unexpected suspension, termination or delay of the work under such EPC contracts occur, our results of operations may be materially and adversely affected.

Our backlog is subject to unexpected adjustments, delays and cancellations, and may be an uncertain indicator of future revenues.

At January 31, 2016, the total contract backlog of the power industry services business was $1.1 billion. With the addition of the CPV Towantic Energy Center subsequent to fiscal year end, the backlog of projects would have exceeded $1.5 billion, compared with a backlog value of $423 million as of January 31, 2015. Projects awarded to us may remain included in our backlog for an extended period of time. In addition, project cancellations or scope adjustments may occur with respect to contracts reflected in our backlog that could reduce the dollar amount of our backlog and the revenues and profits that we actually earn. We cannot guarantee that future revenues projected by us based on our backlog at January 31, 2016 and subsequently awarded projects will be realized or will result in profitable operating results. Should execution of these projects be interrupted, our future results of operations may be adversely affected.

Unsuccessful efforts to develop energy plant projects could result in write-offs and the loss of future business.

It is not uncommon in our industry that general construction contractors execute certain contracts jointly with third parties through joint ventures, limited partnerships and limited liability companies for the purpose of executing a project or program for a client, such as a government agency or a commercial enterprise. Such entities are generally dissolved upon completion of the corresponding project or program.

For example, during Fiscal 2015, Moxie Energy, LLC (“Moxie”), an unaffiliated power plant project development firm, formed a special purpose entity, Moxie Freedom LLC (“Moxie Freedom”), for the purpose of developing a natural gas-fired power plant project in Luzerne County, Pennsylvania. We signed a development loan agreement with Moxie Freedom with a commitment to lend up to $6 million in funding; we received the right to receive the corresponding EPC contract and a success fee upon the successful completion of the development effort by Moxie. In early November 2015, Moxie sold a substantial portion of its ownership interest in Moxie Freedom and we received full repayment of our development loans, the related accrued interest and our share of the development success fee, and GPS received a full notice-to-proceed with activities pursuant to the corresponding EPC contract.  Approximately 79% of our consolidated revenues for Fiscal 2016 was earned pursuant to the EPC contracts that were obtained as a result of our supporting the three power plant development projects sponsored by Moxie.  Approximately 42% of our contract backlog as of January 31, 2016 was related to these three EPC contracts.

There are no assurances that we will benefit from successful future development efforts. Failure to obtain the opportunity to support future power plant development projects or the failure of any project developer firms supported by us to complete the development of power plants in the future would result in the loss of future potential construction business and could result in write-off adjustments related to the balance of any project development costs or amounts lent to potential project owners. Such an adjustment could have a material adverse impact on our operating results for a future reporting period.

Risks Related to Our Operational Execution

We may experience reduced profits or losses under contracts if costs increase above estimates.

Generally our business is performed under contracts that include cost and schedule estimates in relation to our services. Inaccuracies in these estimates may lead to cost overruns that may not be paid by our clients thereby resulting in reduced profits or losses. If a contract is significant or there are one or more events that impact a contract or multiple contracts, cost overruns could have a material impact on our reputation or our financial results, negatively impacting our financial condition, results of operations or cash flow.  At GPS, nearly 100 percent of the dollar-value of our backlog is currently fixed-price contracts, where we bear a significant portion of the risk for cost overruns. If we fail to accurately estimate the resources and time necessary for these types of contracts, or fail to complete these contracts within the timeframes and costs we have agreed upon, there could be a material impact on our financial results as well as our reputation.

Risks under our contracts which could result in cost overruns, project delays or other problems might also include:

·                  difficulties related to the performance of our clients, partners, subcontractors, suppliers or other third parties;

·                  delays in the scheduled deliveries of machinery and equipment ordered by us or a project owner;

·                  changes in local laws or difficulties or delays in obtaining permits, rights of way or approvals;

·                  unanticipated technical problems, including design or engineering issues;

·                  insufficient or inadequate project execution tools and systems needed in the future to record, track, forecast and control costs and schedules;

·                  unforeseen increases in or failures to properly estimate the cost of raw materials, components, equipment, labor or the inability to timely obtain them;

·                  delays or productivity issues caused by weather conditions;

·                  incorrect assumptions related to productivity, scheduling estimates or future economic conditions;

·                  work stoppages and other declines in the productivity of construction workers; and

·                  project modifications creating unanticipated costs or delays.

These risks tend to be exacerbated for longer-term contracts because there is increased risk that the circumstances under which we based our original cost estimates or project schedules will change over time with a resulting increase in costs. In many of these contracts, we may not be able to obtain compensation for additional work performed or expenses incurred, and if a project is not executed on schedule, we may be required to pay liquidated damages. In addition, these losses may be material and can, in some circumstances, equal or exceed the full value of the contract. In such events, our financial condition, results of operations or cash flow could be negatively impacted.

We try to mitigate these risks by reflecting in our overall cost estimates the reasonable possibility that a number of different and potentially unfavorable outcomes might occur.  If certain risk scenarios transpire and cost overruns occur on a project, it is possible that our overall cost estimate can absorb the cost overruns. There are no assurances that our estimates will be sufficient, which may lead to decreased profits or losses. In some cases, as certain risk scenarios are eliminated or are diminished significantly, and we estimate that our overall cost estimate for a project is greater than potential unforeseen cost overruns, we may increase the estimated gross margin on the project by decreasing the remaining overall cost estimate.

From time to time, we are involved in litigation proceedings, potential liability claims and contract disputes which may reduce our profits.

From time to time, we, our directors and/or certain of our current officers may be named as parties to lawsuits. ItTypically, it is not possible at this time to predict the likely outcome of legal actions with certainty, and an adverse result in any lawsuit against us could have a material adverse effect on us. Litigation can involve complex factual and legal questions, proceedings may occur over several years and the outcomes are typically difficult to predict. Any claim that is successfully asserted against us could result in significant damage claims and other losses. Even if we were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations over multi-year periods, which could adversely affect our financial condition, results of operations or cash flows.

We engage in engineering and construction activities for large and complex energy plant facilities where design, construction or systems failures can result in substantial injury or damage to third parties. In addition, the nature of our business results in owners, subcontractors and vendors occasionally presenting claims against us for recovery of costs they incurred in excess of what they expected to incur, or for which they believe they are not contractually liable. We have been, and may be in the future, named as a defendant in legal proceedings where parties may make a claim for damages or other remedies with respect to our projects or other matters. These claims generally arise in the normal course of our business.

In accordance with customary industry practices, we maintain insurance coverage against some, but not all, potential losses in order to protect against the risks we face. When it is determined that we have liability, we may not be covered by insurance or, if covered, the dollar amount of any liability may exceed our policy limits or self-insurance reserves. Further, we may elect not to carry insurance if our management believes that the cost of available insurance is excessive relative to the risks presented. In addition, we cannot insure fully against pollution and environmental risks. Our management liability insurance policies are on a “claims-made” basis covering only claims actually made during the policy period currently in effect. In addition, even where insurance is maintained for such exposures, the policies have deductibles resulting in our assuming exposure for a layer of coverage with respect to any such claims. Any liability not covered by our insurance, in excess of our insurance limits and self-insurance reserves or, if covered by insurance but subject to a high deductible, could result in a significant loss for us, which claims may reduce our future profits and cash available for operations.

In the future, we may bring claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as owner-caused delays or changes from the initial project scope, both of which may result in additional cost. Often, these claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we have used working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a negative impact on our liquidity and profitability in the future.

Our continued success requires us to retain and hire talented personnel.

Our future success is substantially dependent on the continued service and performance of the members of our current executive team and the senior management members of our businesses, including John Roberts, the chief executive officer and founder of TRC, and William Griffin, Jr., the chief executive officer of GPS. We cannot be certain that any such individual will continue in such capacity or continue to perform at a high level for any particular period of time. Our ability to operate productively and profitably, particularly in the power services industry and particularly related to the various new EPC projects recently awarded to GPS, may be limited by the loss of key personnel or our inability to attract, employ, retain and train skilled personnel necessary to meet our future requirements. We cannot be certain that we will be able to maintain experienced management teams and an adequately skilled group of employees necessary to operate efficiently, to execute EPC contracts successfully and to support our future growth strategy.  The loss of key personnel, or the inability to hire and retain qualified employees in the future, could negatively impact our ability to manage our business.

The shortage of trade labor may negatively impact our ability to execute on our EPC contracts.

There is a risk that our EPC project schedules become unachievable or that labor expenses will increase unexpectedly as a result of a shortage in the supply of skilled personnel.  Labor shortages or increased labor costs could impair our ability to maintain our business or grow our revenues. The inability to hire and retain qualified skilled employees in the future, including workers skilled in the construction crafts, could negatively impact our ability to complete our EPC contracts successfully.

Our employees work on projects that are inherently dangerous and a failure to maintain a safe work site could result in significant losses.

We often work on large-scale and complex projects, sometimes in geographically remote locations. Our project sites can place our employees and others near large and/or mechanized equipment, high voltage electrical equipment, moving vehicles, dangerous processes or highly regulated materials, and in challenging environments. Safety is a primary focus of our business and is critical to our reputation. Often, we are responsible for safety on the project sites where we work. Many of our clients require that we meet certain safety criteria to be eligible to bid on contracts. We maintain programs with the primary purpose of implementing effective health, safety and environmental procedures throughout our Company. If we fail to implement appropriate safety procedures and/or if our procedures fail, our employees or others may suffer injuries. The failure to comply with such procedures, client contracts or applicable regulations could subject us to losses and liability, and adversely impact our ability to obtain projects in the future.

Our dependence upon third parties to complete many of our contracts may adversely affect our performance under future energy plant construction contracts.

Certain of the work performed under our energy plant construction contracts is actually performed by third-party subcontractors we hire. We also rely on third-party equipment manufacturers or suppliers to provide much of the equipment and most of the materials (such as copper, concrete and steel) needed to complete our construction projects. If we are unable to hire qualified subcontractors or find qualified equipment manufacturers or suppliers, our ability to successfully complete a project could be impaired.

If the amount we are required to pay for subcontractors or equipment and supplies exceeds what we have estimated, especially when we are operating under a lump sum or a fixed-price type construction contract, we may suffer losses on these contracts. If a supplier, manufacturer or subcontractor fails to provide supplies, equipment or services as required under a negotiated contract for any reason, we may be required to source these supplies, equipment or services on a delayed basis or at a higher price than anticipated which could impact contract profitability in an adverse manner. In addition, if a subcontractor fails to pay its subcontractors, suppliers or employees, liens may be placed on our project requiring us to incur the costs of reimbursing such parties in order to have the liens removed.

If we guarantee the timely completion or performance standards of a project, we could incur additional costs to cover our guarantee obligations.

In some instances and in many of our fixed price contracts, we guarantee a customer that we will complete a project by a scheduled date. We sometimes provide that the project, when completed, will also achieve certain performance standards. If we subsequently fail to complete the project as scheduled, or if the project subsequently fails to meet guaranteed performance standards, we may be held responsible for cost impacts to the customer resulting from any delay or modifications to the plant in order to achieve the performance standards, generally in the form of contractually agreed-upon liquidated damages. If these events would occur, the total costs of the project would exceed our original estimate, and we could experience reduced profits or a loss for that project.

It is reasonably possible that liquidated damages related to an active project amounting to $11.1 million as of the estimated completion date could be claimed pursuant to the terms of the contract if the project is completed as currently forecasted.  If additional delays occur beyond our estimated completion date, the rate of schedule liquidated damages could be as much as $175,000 per day. We have considered the potential liquidated damages in determining the adequacy of the project’s estimate-to-complete.

Future bonding requirements may adversely affect our ability to compete for new energy plant construction projects.

Our construction contracts frequently require that we obtain payment and performance bonds from surety companies on behalf of project owners as a condition to the award of such contracts. Historically, we have had a strong bonding capacity. As of January 31, 2016, the value of future work covered by outstanding performance bonds was $822 million. However, under standard terms in the surety market, surety companies issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing any bonds.

Current or future market conditions, changes in our performance or financial position, changes in our surety’s assessment of its own operating and financial risk or larger future projects could cause our surety company to decline to issue, or substantially reduce the amount of, bonds for our work and could increase our bonding costs. These actions can be taken on short notice. If our surety company were to limit or eliminate our access to bonding, our alternatives would include seeking bonding capacity from other surety companies, joint venturing with other construction firms, increasing business with clients that do not require bonds and posting other forms of collateral for project performance, such as letters of credit, or cash. We may be unsuccessfulunable to make alternative arrangements in a timely manner, on acceptable terms, or at generating internalall. Accordingly, if we were to experience an interruption, reduction or other alteration in the availability of bonding capacity, we may be unable to compete for or work on certain projects.

It can be very difficult or expensive to obtain the insurance we need for our business operations.

As part of business operations we maintain insurance both as a corporate risk management strategy and to satisfy the requirements of many of our contracts. Although in the past we have been generally able to cover our insurance needs, there can be no assurances that we can secure all necessary or appropriate insurance in the future, or that such insurance can be economically secured. For example, catastrophic events can result in decreased coverage limits, more limited coverage, increased premium costs or deductibles. We also monitor the financial health of the insurance companies from which we procure insurance, and this is one of the factors we take into account when purchasing insurance. Our insurance is purchased from a number of the world’s leading providers, often in layered insurance or quota share arrangements. If any of our third party insurers fail, abruptly cancel our coverage or otherwise cannot satisfy their insurance requirements to us, then our overall risk exposure and operational expenses could be increased and our business operations could be interrupted.

If we are unable to collect amounts billed to project owners as scheduled, our cash flows may be materially and adversely affected.

Many of our contracts require us to satisfy specified design, engineering, procurement or construction milestones in order to receive payment for work completed or equipment or supplies procured prior to achievement of the applicable contract milestone. As a result, under these types of arrangements, we may incur significant costs or perform significant amounts of services prior to receipt of payment. If the project owner determines not to proceed with the completion of the project, delays in making payment of billed amounts or defaults on its payment obligations, we may face delays or other difficulties in collecting payment of amounts due to us for the costs previously incurred or for the amounts previously expended to purchase equipment or supplies. Such problems may impact the planned cash flows of affected projects and result in unanticipated reductions in the amounts of future cash flows from operations.

Risks Related to Our Business and Regulatory Environment

Soft demand for electrical power may cause deterioration in our financial outlook.

The sluggish economic recovery in the United States may continue to result in a lackluster demand for electrical power in the United States. Soft demand growth whichfor power and a future slowdown in the anticipated pace of the retirement of coal-fired and/or nuclear power plants could result in anthe delay, curtailment or cancellation of future gas-fired power plant projects, thus decreasing the overall declinedemand for our services and adversely impacting our financial outlook. In addition, project owners may experience difficulty in raising capital for the construction of power-generation plants and renewable fuel production facilities due to substantial limitations on the availability of credit and other factors. In general, if overall economic conditions do not improve steadily, the demand for our business.EPC contract services may be adversely affected.

Our ability to expand by achieving profitable organic growth

Future construction projects may depend on the continuing acceptability of the Company will be affected by, among other factors, our success in:hydraulic fracturing process in certain states.

Manyoil. This process is controversial due to concerns about the disposal of the factors affecting our ability to generate internal growthwaste water, the possible contamination of nearby water supplies and potential seismic events. As a result, not all states permit the use of fracking. Should future evidence confirm the concerns, or should a major contamination or seismic episode occur in the future, the use of fracking may be beyond our control. Our strategiessuspended, limited, or curtailed by state and/or federal regulation. As a result, the supply of inexpensive natural gas may not be successfulavailable in the future and the economic viability of gas-fired power plants may be jeopardized. A reduction in the pace of the construction of new gas-fired power plants would have a significantly adverse effect on our future operating results.

If the future shutdown of existing coal-fired power plants does not occur, the demand for our construction services could decline.

A number of coal-fired power plants have been shut or are scheduled for shut down as the demand for coal as a power source has been adversely affected by the inexpensive supply of natural gas in the United States, as well as by regulations regarding air pollution recently adopted or under development by the U.S. Environmental Protection Agency (the “EPA”). These regulations include the Clean Power Plan rules finalized in 2015 regarding carbon dioxide emissions from certain new and existing fossil-fuel power plants, and the Mercury and Air Toxics Standards (MATS).  Implementation of the Clean Power Plan over the next several years would likely reduce coal-fired power generation in favor of new natural gas-fired power plants and renewable energy facilities. MATS is expected to require large coal-fired electricity generators to meet stricter emission standards by incorporating emission control technologies in existing power facilities. Some power plant operators have reportedly decided that retrofitting units to meet the expected MATS standards would be cost-prohibitive and are choosing to retire older coal-fired units instead.

However, existing coal plants are proving to be a challenge to retrofit or replace. Coal prices are widely considered to be stable, and certain states see the availability of inexpensive, coal-fired electricity as a key driver of economic growth.  In addition, the full extent to which EPA regulations intended to make smokestack emissions cleaner will accelerate the pace of coal-fired power plant retirements or eliminate coal-fired power plants unplanned is not yet known.  The Clean Power Plan rules face numerous pending legal challenges that may take several years to resolve. In fact, in February 2016, the United States Supreme Court put the implementation of the regulations on hold until these various legal challenges are resolved. The MATS rule was successfully challenged in court in 2015.  The EPA is now revising the rule to address the court’s decision, but future court proceedings are expected.

Should the federal government’s anti-pollution regulations be overturned or modified by the courts, repealed by Congress or otherwise weakened or eliminated, the pace of the development of natural gas-fired power plants may slow, thereby reducing the future opportunities for GPS to construct such plants.

We could be subject to compliance with environmental, health and safety laws and regulations that would add costs to our business.

Our operations are subject to compliance with federal, state and local environmental, health and safety laws and regulations, including those relating to discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup of properties affected by hazardous substances. Certain environmental laws impose substantial penalties for non-compliance and others, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, impose strict, retroactive, and joint and several liability upon persons responsible for releases of hazardous substances. We continually evaluate whether we must take additional steps to ensure compliance with environmental laws, however, there can be no assurance that these requirements will not change and that compliance will not adversely affect our operations in the future.

The inability of our customers to receive or to avoid delay in receiving the applicable regulatory approvals relating to projects may result in lost or postponed revenues for us.

The commencement and/or execution of many of the construction projects performed by our power industry services segment are subject to numerous regulatory permitting processes. Applications for permits may be opposed by individuals or environmental groups, resulting in delays and possible denial of the permits. There are no assurances that our project-owner customers will obtain the necessary permits for these projects, or that the necessary permits will be obtained in order to allow construction work to proceed as scheduled. Failure to commence or complete construction work as anticipated could have material adverse impacts on our future revenues, profits and cash flows from operations.

Our Revenues and Profitability May Be Adversely Affected by a Reduced Level of Activity in the Hydrocarbon Industry.

Recent and/or continuing declines in oil or natural gas prices or activities in the hydrocarbon industry could adversely affect the demand for our services. The availability of natural gas in great supply has caused, in part, low prices for natural gas in the United States. However, the unusually and sustained low prices for oil and natural gas has resulted in cutbacks in exploration, extraction and production activities which may lead to reductions in future supplies of natural gas and increased prices. Rising natural gas prices may adversely impact the favorable economic factors for project owners as they consider the construction of natural gas-fired power plants in the future. In addition, critical financing for new power plants and major improvement to existing plants may continue to be unavailable as certain project owners suffer from reduced current and projected oil and natural gas revenues. Any reduction in the number of future power plant project construction or improvement opportunities could adversely affect our power industry service business.

If financing for new energy plants is unavailable, construction of such plants may not occur and we may lose any investment made in the projects.

Historically, natural gas-fired power plants have been constructed typically by large utility companies. However, to a large extent, the construction of new energy plants, including alternative and renewable energy facilities, is conducted by private investment groups. This type of project owner may be challenged in obtaining financing necessary to complete the project. Should debt financing for the construction of new energy facilities, including alternative or renewable energy plants, not be available, equity investors may not be able to generate cash flow sufficientinvest in such projects, thereby adversely affecting the likelihood that GPS and APC will obtain contracts to fundconstruct such plants.

We continue to see new business opportunities that contemplate our operationsmaking an investment in the ownership of a new project, at least during the development phase of the project, in order to improve the probability of an EPC contract award. Because we believe in the strength of our balance sheet, we are willing to consider the opportunities that include reasonable and manageable risks. Failure of a project owner to support internal growth.obtain such financing will make it likely that we will not recover the amount of any investment made by us in the project.

Intense competition in the engineering and construction industry could reduce our market share and profits.

We serve markets that are highly competitive and in which a large number of multinational companies compete. These competitors may include Bechtel Corporation, Fluor Corporation, SNC-Lavalin Group, Inc., Chicago Bridge & Iron Company N.V., Skanska AB and Kiewit Corporation.  These and other competitors are multi-billion dollar companies with thousands of employees.  Competing effectively requires substantial financial resources, the availability of skilled personnel and equipment when needed and the effective use of technology. Competition also places downward pressure on our contract prices and profit margins. Intense competition is expected to continue in our markets, presenting us with significant challenges in our ability to maintain strong growth rates and acceptable profit margins. If we are unable to meet these competitive challenges and replace completed projects with new customers and projects with desirable margins, we could lose market share to our competitors and experience an overall reduction in future revenues and profits.

Cyber-security breaches of our systems and information technology could adversely impact our ability to operate.

The efficient operation of our business is dependent on a number of information technology systems both for us and for others. Various privacy and security laws require us to protect sensitive and confidential information from disclosure. In addition, we are bound by our client and other contracts, as well as our own business practices, to protect confidential and proprietary information (whether it be ours or a third party’s information entrusted to us) from disclosure. Our inabilitycomputer systems face the threat of unauthorized access, computer hackers, viruses, malicious code, cyber-attacks and other security incursions and system disruptions, including attempts to achieve internal growthimproperly access our confidential and proprietary information as well as the confidential and proprietary information of our clients and other business partners. While we endeavor to maintain industry-accepted security measures and technology to secure our computer systems, these systems and the information stored on these systems may still be subject to threats. A party who circumvents our security measures could materially and adversely affectmisappropriate confidential or proprietary information, or could cause damage or interruptions to our systems. Any of these events could damage our reputation or have a material adverse effect on our business, financial condition, and results of operations.operations or cash flows.

Changes in our effective tax rate and tax positions may vary.

We are subject to income taxes in the United States and several foreign jurisdictions. A change in tax laws, treaties or regulations, or their interpretation, in any country in which we operate could result in a higher tax rate on our earnings, which could have a material impact on our earnings and cash flows from operations. In addition, significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are periodically under audit by tax authorities, and our tax estimates and tax positions could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the realization of deferred tax assets and changes in uncertain tax positions.

Of significance, the loss of the Domestic Production Activities Deduction (“DPAD”) could increase our effective income tax rate. Under the current Internal Revenue Code, a corporation is allowed a DPAD equal to the specified percentage for the tax year of the corporation’s qualified production activities income for the tax year, subject to certain limits. For the years ended January 31, 2016, 2015 and 2014, the favorable income tax effects of permanent differences included significant amounts relating to the DPAD. Speculations about future income tax reform often cite the need for a reduction of the current federal tax rate of 35%. Should any future reduction of the corporate income tax rate be offset by reductions or even the eliminations of certain corporate tax expenditures like the deferral of the active income of controlled foreign corporations or the DPAD, the net change could result in an increase to our overall effective federal income tax rate which could have a material adverse effect on our profitability and liquidity.

Foreign currency risks could have an adverse impact on our revenues, earnings and/or backlog.

Certain of the contracts of APC subject us to foreign currency risk, particularly when project contract revenue is denominated in a currency different than the contract costs.  In addition, our operational cash flows and cash balances, though predominately held in U.S. dollars, may consist of different currencies at various points in time in order to execute our project contracts globally and meet transactional requirements.  In the future, we may attempt to minimize our exposure to foreign currency risk by obtaining contract provisions that protect us from foreign currency fluctuations and/or by implementing hedging strategies utilizing derivatives as hedging instruments.  However, these actions may not always eliminate all foreign currency risk and, as a result, our profitability on certain projects could be adversely affected.

Our monetary assets and liabilities denominated in nonfunctional currencies are subject to currency fluctuations when measured period to period for financial reporting purposes.  In addition, the U.S. dollar value of APC’s backlog may from time to time increase or decrease due to foreign currency volatility.  The future amounts of revenues and earnings of foreign subsidiaries could be affected by foreign currency volatility.  Revenues, costs and earnings of foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars for consolidated reporting purposes.  If the U.S. dollar appreciates against a foreign subsidiary’s non-U.S. dollar functional currency, we will report less consolidated revenues, costs and earnings in U.S. dollars than we will if the U.S. dollar depreciates against the same foreign currency or if there is no change in the exchange rate.

Risks Related to Our Acquisitions

The acquisition of The Roberts Company may not be successful, which could result in significant future losses.

On December 4, 2015, we acquired TRC, which is principally an industrial fabricator and constructor serving both light and heavy industrial organizations primarily in the southern United States.   We paid $0.5 million to acquire the member interests and assumed approximately $16 million in bank debt obligations, which we paid off. Since the acquisition, we have advanced an additional $22.5 million to enable TRC to finish the work on the loss contracts, to provide working capital and for other general corporate purposes. TRC historically has been primarily a profitable company that incurred a net loss in its current year period ended on the acquisition date primarily due to TRC taking on large contracts that resulted in significant losses that were largely unrecoverable. With the reengagement and leadership of its founder, John Roberts, our financial support and the substantial completion of these loss contracts, we acquired TRC with the belief that it is positioned to succeed in the future.  However, there can be no assurances that TRC will succeed in the future or return to profitable operations.  The failure of TRC to achieve profitable operating results quickly will adversely affect our future consolidated operating results, including gross profits, gross profit percentages and cash flows from operations.

The future operating results of Atlantic Projects Company may not be favorable, which could adversely affect our consolidated revenues, earnings and cash flows.

On May 29, 2015, we acquired APC, a company located near Dublin in the Republic of Ireland, which provides turbine, boiler and large rotating equipment installation, commissioning and outage services to original equipment manufacturers, global construction firms and plant owners worldwide. Most importantly, the expected growth of this business in the foreseeable future is dependent on the construction of new biomass-fired and natural gas-fired power plants in the Republic of Ireland, the United Kingdom, the United States and other countries throughout the world. If these anticipated new project opportunities do not occur or are delayed or if APC fails to win work associated with such new projects, the future operating results of APC, including revenues, earnings and cash flows, could be adversely affected with corresponding adverse impacts on our future consolidated operating results.

Future acquisitions and/or investments may not occur which could limit the growth of our business.

We are a holding company with no operations other than our investments in GPS, SMC, APC and SMC.TRC. We want to make additional acquisitions and/or investments that would provide positive cash flow to us and value to our stockholders. However, additional companies meeting these criteria and that provide products and/or services in growth industries similar to ours and that are available for purchase at attractive prices are difficult to find. Discussions with the principal(s) of potential acquisition targets may be protracted and ultimately terminated for a variety of reasons. Further, due diligence investigations of attractive target companies may uncover unfavorable data, and the negotiation and consummation of acquisition agreements may not be successful.

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We cannot readily predict the timing or size of any future acquisitions or the capital we will need for these transactions. However, it is likely that any potential future acquisition or strategic investment transaction would require the use of cash and/or shares of our common stock as components of the purchase price. Using cash for acquisitions may limit our financial flexibility and make us more likely to seek additional capital through future debt or equity financings. Our ability to obtain such additional financing in the future may depend upon prevailing capital market conditions, the strength of our future operating results and financial condition as well as conditions in our business, and the amount of outside financing sought by us. These factors may affect our efforts to arrange additional financing on terms that are acceptable to us. Our ability to use shares of our common stock as future acquisition consideration may be limited by a variety of factors, including the future market price of shares of our common stock and a potential seller’s assessment of the liquidity of our common stock. If adequate funds or the use of our common stock are not available to us, or are not available on acceptable terms, we may not be able to take advantage of desirable acquisitions or other investment opportunities that would benefit our business.

The Bank’s consent is required for acquisitions, divestitures, the participation in joint ventures and certain other investments. There can be no assurance that our Bank will consent to future transactions. If we are unable to obtain such consents, our ability to consummate acquisitions, to make investments or to enter into other arrangements for the purpose of growing our business may be limited.

The integration of companies that are acquired companiesin the future may not be successful.

Even if we do complete acquisitions in the future, acquired companies may fail to achieve the results we anticipate including the expected gross profit percentages. In addition, we may not be able to successfully integrate such acquired companies with our other operations without substantial costs, delays or other operational or financial problems including:

If one of our acquired companies suffers customer dissatisfaction or performance problems, the reputation of our entire Company could be materially and adversely affected. In addition, future acquisitions could result in issuances of equity securities that would reduce our stockholders’ ownership interests, the issuance of sizable amounts of debt and the incurrence of contingent liabilities. In summary, integrating acquired companies involves a number of special risks which could materially and adversely affect our business, financial condition and results of operations.

Our results of operations could be adversely affected as a result of impairment

Impairment losses related to goodwill and other purchased intangible assets.assets could materially affect our profits.

When we acquire a business, we typically record goodwill equal to the excess amount paid for the business, including liabilities assumed, over the fair value of the net assets of the acquired business. Generally accepted accounting principles require that all business combinations be accounted for using the purchase method of accounting and that certain intangible assets acquired in a business combination be recognized as assets apart from goodwill. The balances of goodwill and other intangible assets that have indefinite useful lives are not amortized, but instead are evaluated at least annually for impairment. The amounts of intangible assets that do have finite lives are amortized over their useful lives. However, should poor performance or any other condition indicate that the carrying value of a business or long-lived asset may have suffered impairment, a determination of fair value is required to be performed in the period that such a condition exists. If the carrying value of a business or of an individual purchased intangible asset is found to exceed the corresponding fair value, an impairment loss is recorded.

The aggregate carrying amount of goodwill, other purchased intangible assets with indefinite lives and long lived purchased intangible assets included in our consolidated balance sheet as of January 31, 20152016 was approximately $20.3$46.7 million (including $22.4 million and $4.6 million related to TRC and APC, respectively), or approximately 5.2%11% of total consolidated assets and 11.6%21% of consolidated net assets. We have continuedassets attributable to perform annual

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In the past, we have performed annual assessments for impairment of the carrying values of goodwill and other indefinite-lived intangible assets asin the fourth quarter, which we performed for GPS and APC.  Because the acquisition of November 1. AssessmentsTRC occurred in the fourth quarter, we did not perform a separate impairment assessment. Future assessments of these assets as well as our long-lived assets may be conducted more frequently if we identify indications of impairment. Should the operating results of GPS, APC, TRC or any future acquired company experience unexpected deterioration, we could be required to record impairment losses related to purchased intangible assets. Impairment losses, if any, would be recognized as operating expenses and would adversely affect future profitability.

Risks Related to an Investment in Our continued success requires us to retain and hire talented personnel.

Our future success is substantially dependent on the continued service and performance of the members of our current executive team and the senior management members of our businesses. We cannot be certain that any such individual will continue in such capacity or continue to perform at a high level for any particular period of time. Our ability to operate productively and profitably, particularly in the power services industry, may also be limited by our ability to attract, employ, retain and train skilled personnel necessary to meet our future requirements. We cannot be certain that we will be able to maintain management teams and an adequate skilled labor force necessary to operate efficiently and to support our growth strategy or that our labor expenses will not increase as a result of a shortage in the supply of these skilled personnel. Labor shortages or increased labor costs could impair our ability or maintain our business or grow our revenues. The loss of key personnel, or the inability to hire and retain qualified employees in the future, could negatively impact our ability to manage our business.

Our actual business and financial results could differ from the estimates, assumptions and judgments that we use to prepare our consolidated financial statements, which may reduce our profits.

To prepare consolidated financial statements in conformity with generally accepted accounting principles, we are required to make estimates, assumptions and judgments as of the date of such financial statements, which affect the reported values of assets and liabilities, revenues and expenses, and disclosures of contingent assets and liabilities. For example, we recognize revenues over the life of a contract based on the proportion of costs incurred to date compared to the total costs estimated to be incurred for the entire project. We review and make necessary revisions to such costs on a monthly basis. In addition, contract results may be impacted by our estimates of the amounts of change orders that we expect to receive and our assessment of any contract claims that may arise.

Other areas requiring significant estimates by our management include:

Our actual business and financial results could differ from those estimates, which may reduce our profits.

Our employees work on projects that are inherently dangerous and a failure to maintain a safe work site could result in significant losses.

We often work on large-scale and complex projects, frequently in geographically remote locations. Our project sites can place our employees and others near large and/or mechanized equipment, high voltage electrical equipment, moving vehicles, dangerous processes or highly regulated materials, and in challenging environments. Safety is a primary focus of our business and is critical to our reputation. Often, we are responsible for safety on the project sites where we work. Many of our clients require that we meet certain safety criteria to be eligible to bid on contracts. We maintain programs with the primary purpose of implementing effective health, safety and environmental procedures throughout our Company. If we fail to implement appropriate safety procedures and/or if our procedures fail, our employees or others may suffer injuries. The failure to comply with such procedures, client contracts or applicable regulations could subject us to losses and liability, and adversely impact our ability to obtain projects in the future.

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If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, investors could lose confidence in our financial reporting, which would harm our business and the trading price of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. We devote significant attention to establishing and maintaining effective internal controls. Implementing changes to our internal controls required compliance training for our officers and employees. Substantial costs have been incurred and significant efforts have been expended by us in order to evaluate, test and remediate our internal controls over financial reporting. We cannot be certain that these present and future measures will ensure that we will successfully implement and maintain adequate controls over our financial reporting processes and related reporting requirements.

Any failure to implement required new or improved controls or difficulties encountered in their implementation could affect our operating results or cause us to fail to meet our reporting obligations and could result in a breach of a covenant in our Bank financing arrangements in future periods. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the market price of our common stock.

We rely on information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The efficient operation of our business is dependent on computer hardware and software systems. Information systems are vulnerable to operational malfunctions and security breaches by computer hackers and cyber terrorists. We rely on industry accepted security measures and technology to securely maintain confidential and proprietary information retained on our information systems. However, these measures and technology may not adequately prevent unanticipated downtime or security breaches. The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased overhead costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations.

Failure to successfully operate our power industry services business will adversely affect us.

The operations of our power industry services business conducted by GPS represent a significant portion of our revenues and profits. The revenues of this business segment were approximately $377 million for the year ended January 31, 2015, representing 98% of consolidated revenues. Income from these operations before income taxes for the year ended January 31, 2015 exceeded $70 million. Our inability to successfully manage and grow our power industry services business will adversely affect our consolidated operating results and financial condition.

Intense competition in the engineering and construction industry could reduce our market share and profits.

We serve markets that are highly competitive and in which a large number of multinational companies compete. In particular, the engineering and construction markets are highly competitive and require substantial resources and capital investment in equipment, technology and skilled personnel. Competition also places downward pressure on our contract prices and profit margins. Intense competition is expected to continue in these markets, presenting us with significant challenges in our ability to maintain strong growth rates and acceptable profit margins. If we are unable to meet these competitive challenges and replace completed projects with new customers or projects, we could lose market share to our competitors and experience an overall reduction in future revenues and profits.

Our backlog is subject to unexpected adjustments, delays and cancellations, and may be an uncertain indicator of future revenues.

As of January 31, 2015, the value of the construction contract backlog of GPS was $423 million compared with a backlog value of $790 million as of January 31, 2014. Projects awarded to us may remain included in our backlog for an extended period of time. In addition, project cancellations or scope adjustments may occur with respect to contracts reflected in our backlog that could reduce the dollar amount of our backlog and the revenues and profits that we actually earn. We cannot guarantee that future revenues projected by us based on our backlog at January 31, 2015 and subsequently awarded projects will be realized or will result in profitable operating results.

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Should execution of these projects be interrupted, our future results of operations, including revenues, income from operations and net cash flows from operations, will be adversely affected, beginning in fiscal year 2016.

Unsuccessful efforts to develop energy plant projects could result in write-offs and the loss of future business.

It is not uncommon in our industry that general construction contractors execute certain contracts jointly with third parties through joint ventures, limited partnerships and limited liability companies for the purpose of executing a project or program for a client, such as a government agency or a commercial enterprise. Such entities are generally dissolved upon completion of the corresponding project or program. Under an agreement negotiated with Moxie during the year ended January 31, 2012 and amended in May 2012, we supported the development of two power plant projects with loans that totaled approximately $8.9 million and that covered the costs of the project developments. In return, each Moxie project entity negotiated an EPC contract with GPS for the design and construction of one of the power plants. During the year ended January 31, 2014, Moxie was successful in selling its ownership interests in the project entities to Panda which resulted in the payment of development success fees to us and the commencement of the construction of the corresponding power plants by separate joint ventures formed by us for the purposes of completing the projects. The corresponding EPC contracts had an initial combined value of approximately $767 million. Approximately 94% of our contract backlog as of January 31, 2015 related to these two projects.

During the year ended January 31, 2015, Moxie formed Moxie Freedom for the purpose of developing a natural gas-fired power plant project in Luzerne County, Pennsylvania. We signed a development loan agreement with Moxie Freedom with a commitment to lend up to $6 million in funding; we received the right to receive the corresponding EPC contract and a success fee upon the successful completion of the development effort by Moxie. As of January 31, 2015, Moxie Freedom had incurred approximately $2,658,000 in capitalized construction project development costs that were included in our consolidated balance sheet as of January 31, 2015.

There are no assurances that we will benefit from successful future development efforts, including Moxie Freedom’s project to develop a power plant. Failure to complete the development of power plants in the future would result in the loss of future potential construction business and could result in write-off adjustments related to the balance of any project development costs. Such an adjustment could have a material adverse impact on our operating results for a future reporting period.

Future construction projects may depend on the continuing acceptability of the hydraulic fracturing process in certain states.

The viability of the two current construction projects described above was based substantially on the availability of inexpensive natural gas supplies provided through the use of hydraulic fracturing drilling techniques. Certain technological advancements in recent years have led to the widespread use of hydraulic fracturing (“fracking”) and horizontal drilling techniques in order to reach natural gas and oil deposits previously trapped within shale rock formations deep under the earth’s surface. The new supplies have transformed the oil and gas industry in the United States. In particular, the new supplies of natural gas have depressed the price of natural gas in the United States, making the operation of natural gas-fired power plants more economically appealing. However, the process of fracking uses large volumes of highly pressurized water to break-up the shale rock formations and to free the trapped natural gas and oil. This process is controversial due to concerns about the disposal of the waste water, the possible contamination of nearby water supplies and potential seismic events. As a result, not all states permit the use of fracking. Should future evidence confirm the concerns, or should a major contamination episode occur in the future, the use of fracking may be suspended, limited, or curtailed by state and/or federal regulation. As a result, the supply of inexpensive natural gas may not be available in the future and the economic viability of gas-fired power plants may be jeopardized. A reduction in the pace of the construction of new gas-fired power plants would have a significantly adverse effect on our future operating results.

Interruption of power plant construction projects could adversely affect future results of operations.

At any time, GPS has a limited number of construction contracts. Two projects represented approximately 94% of the value of our construction contract backlog at January 31, 2015. Should any unexpected suspension, termination or delay of the work under such contracts occur, our results of operations may be materially and adversely affected.

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The nature of our engineering and construction business exposes us to potential liability claims and contract disputes which may reduce our profits.

We engage in engineering and construction activities for large and complex energy plant facilities where design, construction or systems failures can result in substantial injury or damage to third parties. In addition, the nature of our business results in owners, subcontractors and vendors occasionally presenting claims against us for recovery of costs they incurred in excess of what they expected to incur, or for which they believe they are not contractually liable. We have been, and may be in the future, named as a defendant in legal proceedings where parties may make a claim for damages or other remedies with respect to our projects or other matters. These claims generally arise in the normal course of our business.

In accordance with customary industry practices, we maintain insurance coverage against some, but not all, potential losses in order to protect against the risks we face. When it is determined that we have liability, we may not be covered by insurance or, if covered, the dollar amount of any liability may exceed our policy limits. Further, we may elect not to carry insurance if our management believes that the cost of available insurance is excessive relative to the risks presented. In addition, we cannot insure fully against pollution and environmental risks. Our management liability insurance policies are on a “claims-made” basis covering only claims actually made during the policy period currently in effect. In addition, even where insurance is maintained for such exposures, the policies have deductibles resulting in our assuming exposure for a layer of coverage with respect to any such claims. Any liability not covered by our insurance, in excess of our insurance limits or, if covered by insurance but subject to a high deductible, could result in a significant loss for us, which claims may reduce our future profits and cash available for operations.

In the future, we may bring claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as owner-caused delays or changes from the initial project scope, both of which may result in additional cost. Often, these claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we have used working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a negative impact on our liquidity and profitability.

Our dependence upon third parties to complete many of our contracts may adversely affect our performance under future energy plant construction contracts.

Some of the work performed under our energy plant construction contracts is actually performed by third-party subcontractors we hire. We also rely on third-party equipment manufacturers or suppliers to provide much of the equipment included in an energy project and most of the materials (such as copper, concrete and steel) used in our construction projects. If we are unable to hire qualified subcontractors or find qualified equipment manufacturers or suppliers, our ability to successfully complete a project could be impaired.

If the amount we are required to pay for subcontractors or equipment and supplies exceeds what we have estimated, especially when we are operating under a lump sum or a fixed-price type construction contract, we may suffer losses on these contracts. If a supplier, manufacturer or subcontractor fails to provide supplies, equipment or services as required under a negotiated contract for any reason, we may be required to source these supplies, equipment or services on a delayed basis or at a higher price than anticipated which could impact contract profitability in an adverse manner. In addition, if a subcontractor fails to pay its subcontractors, suppliers or employees, liens may be placed on our project requiring us to incur the costs of reimbursing such parties in order to have the liens removed.

If we guarantee the timely completion or performance standards of a project, we could incur additional costs to cover our guarantee obligations.

In some instances and in many of our fixed price contracts, we guarantee a customer that we will complete a project by a scheduled date. We sometimes provide that the project, when completed, will also achieve certain performance standards. If we subsequently fail to complete the project as scheduled, or if the project subsequently fails to meet guaranteed performance standards, we may be held responsible for cost impacts to the customer resulting from any delay or modifications to the plant in order to achieve the performance standards, generally in the form of contractually agreed-upon liquidated damages. If these events would occur, the total costs of the project would exceed our original estimate, and we could experience reduced profits or a loss for that project.

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If financing for new energy plants is unavailable, construction of such plants may not occur and we may lose any investment made in the projects.

Historically, natural gas-fired power plants have been constructed typically by large utility companies. However, to a large extent, the construction of new energy plants, including alternative and renewable energy facilities, is conducted by private investment groups. This type of project owner may be challenged in obtaining financing necessary to complete the project. Should debt financing for the construction of new energy facilities, including alternative or renewable energy plants, not be available, equity investors may not be able to invest in such projects, thereby adversely affecting the likelihood that GPS will obtain contracts to construct such plants.

We continue to see new business opportunities that contemplate our making an investment in the ownership of a new project, at least during the development phase of the project, in order to improve the probability of an EPC contract award. Because we believe in the strength of our balance sheet, we are willing to consider the opportunities that include reasonable and manageable risks. Failure of a project owner to obtain such financing will make it likely that we will not recover the amount of any investment made by us in the project.

The inability of our customers to receive or to avoid delay in receiving the applicable regulatory approvals relating to projects may result in lost or postponed revenues for us.

The commencement and/or execution of many of the construction projects performed by our power industry services segment are subject to numerous regulatory permitting processes. Applications for permits may be opposed by individuals or environmental groups, resulting in delays and possible denial of the permits. There are no assurances that our project-owner customers will obtain the necessary permits for these projects, or that the necessary permits will be obtained in order to allow construction work to proceed as scheduled. Failure to commence or complete construction work as anticipated could have material adverse impacts on our future revenues, profits and cash flows from operations.

Our use of the percentage-of-completion method of accounting could result in a reduction or reversal of previously recorded revenues or profits.

Under our accounting procedures, we measure and recognize a large portion of our revenues under the percentage-of-completion accounting methodology. This methodology allows us to recognize revenues and contract profits ratably over the life of a contract by comparing the amount of the costs incurred to date against the total amount of costs expected to be incurred. The effects of revisions to revenues and estimated costs are recorded when the amounts are known and can be reasonably estimated, and these revisions can occur at any time and could be material. Given the uncertainties associated with these types of contracts, it is possible for actual costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded revenues and profits.

Future bonding requirements may adversely affect our ability to compete for new energy plant construction projects.

Our construction contracts frequently require that we obtain payment and performance bonds from surety companies on behalf of project owners as a condition to the award of such contracts. Historically, we have had a strong bonding capacity but, under standard terms in the surety market, surety companies issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing any bonds.

Current or future market conditions, changes in our performance or financial position, changes in our surety’s assessment of its own operating and financial risk or larger future projects could cause our surety company to decline to issue, or substantially reduce the amount of, bonds for our work and could increase our bonding costs. These actions can be taken on short notice. If our surety company were to limit or eliminate our access to bonding, our alternatives would include seeking bonding capacity from other surety companies, joint venturing with other construction firms, increasing business with clients that do not require bonds and posting other forms of collateral for project performance, such as letters of credit, or cash. We may be unable to make alternative arrangements in a timely manner, on acceptable terms, or at all. Accordingly, if we were to experience an interruption, reduction or other alteration in the availability of bonding capacity, we may be unable to compete for or work on certain projects.

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As we bear the risk of cost overruns in the completion of our construction contracts, we may experience reduced profits or, in some cases, losses under these contracts if actual costs exceed our estimates.

We conduct our business under various types of contractual arrangements including fixed price contracts. We bear a significant portion of the risk for cost overruns on these types of contracts where contract prices are established in part on cost and scheduling estimates. Our estimates may be based on a number of assumptions about future economic conditions and the future prices and availability of labor, equipment and materials, and other exigencies. From time to time, we may also assume a project’s technical risk, which means that we may have to satisfy certain technical requirements of a project despite the fact that at the time of project award, we may not have previously produced the system or product in question. Unexpected or increased costs may occur due to the following factors among others:

If our estimates prove inaccurate, or circumstances change, cost overruns may occur and we could experience reduced profits, or in some cases, incur a loss on a particular project.

If we are unable to collect amounts billed to project owners as scheduled, our cash flows may be materially and adversely affected.

Many of our contracts require us to satisfy specified design, engineering, procurement or construction milestones in order to receive payment for work completed or equipment or supplies procured prior to achievement of the applicable contract milestone. As a result, under these types of arrangements, we may incur significant costs or perform significant amounts of services prior to receipt of payment. If the customer determines not to proceed with the completion of the project, delays in making payment of billed amounts or defaults on its payment obligations, we may face delays or other difficulties in collecting payment of amounts due to us for the costs previously incurred or for the amounts previously expended to purchase equipment or supplies. Such problems may impact the planned cash flows of affected projects and result in unanticipated reductions in the amounts of future cash flows from operations.

If the future shutdown of existing coal-fired power plants does not occur, the demand for our construction services could decline.

Although certain coal-fired power plants have been shut down and the demand for coal as a power source has been adversely affected by the inexpensive supply of natural gas in the United States, existing coal plants are proving to be a challenge to retrofit or replace. Coal prices are widely considered to be stable and certain states see the availability of inexpensive, coal-fired electricity as a key driver of economic growth. However, new regulations regarding air pollution are being promulgated by the U.S. Environmental Protection Agency (the “EPA”) including the Mercury and Air Toxics Standards (MATS) and the EPA’s looming global warming rules included in its Clean Power Plan. MATS requires large coal-fired electricity generators to meet stricter emission standards by incorporating emission control technologies in existing power facilities. Some power plant operators have decided that retrofitting units to meet the new standards is cost-prohibitive and are choosing to retire older coal-fired units instead. Implementation during 2015 of the pending Clean Power Plan in its current state would likely reduce coal-fired power generation in favor of new natural gas-fired power plants and renewable energy facilities.

The full extent to which regulations issued by the EPA, that are intended to make smokestack emissions cleaner, will accelerate the pace of coal-fired power plant retirements or eliminate coal-fired power plants unplanned is not yet known. Should the federal government’s anti-pollution regulations be overturned or modified by the courts, repealed by the Congress or otherwise weakened or eliminated, the pace of the development of natural gas-fired power plants may slow, thereby reducing the future opportunities for GPS to construct such plants.

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We could be subject to compliance with environmental, health and safety laws and regulations that would add costs to our business.

Our operations are subject to compliance with federal, state and local environmental, health and safety laws and regulations, including those relating to discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup of properties affected by hazardous substances. Certain environmental laws impose substantial penalties fornon-compliance and others, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, impose strict, retroactive, and joint and several liability upon persons responsible for releases of hazardous substances. We continually evaluate whether we must take additional steps to ensure compliance with environmental laws, however, there can be no assurance that these requirements will not change and that compliance will not adversely affect our operations in the future.

Loss of the Domestic Production Activities Deduction (“DPAD”) could increase our effective income tax rate.

Under the current Internal Revenue Code, a corporation is allowed a DPAD equal to the specified percentage for the tax year of the corporation’s qualified production activities income for the tax year, subject to certain limits. For the years ended January 31, 2015, 2014 and 2013, the favorable income tax effects of permanent differences included significant amounts relating to the DPAD. Speculations about future income tax reform often cite the need for a reduction of the current federal tax rate of 35%. Should any future reduction of the corporate income tax rate be offset by reductions or even the eliminations of certain corporate tax expenditures like the deferral of the active income of controlled foreign corporations or the DPAD, the net change could result in an increase to our overall effective federal income tax rate with a corresponding reductions in our future net income amounts.

Our acquisition strategy may result in dilution to our stockholders.

Our business strategy calls forcontemplates the strategic acquisition of other businesses. We anticipate that future acquisitions will require cash and issuances of our capital stock, including our common stock. To the extent we are required to pay cash for any acquisition, we anticipate that we would be required to obtain additional equity and/or debt financing. Equity financing would result in dilution for our then current stockholders. Stock issuances and financing, if obtained, may not be on terms favorable to us and could result in substantial dilution to our stockholders at the time(s) of these stock issuances and financings.

Our officers, directors and certain unaffiliated stockholders have substantial control over the CompanyCompany.

As of January 31, 2015,2016, our executive officers and directors as a group owned approximately 10.4%10.8% of our voting shares giving effect toincluding an aggregate of 352,000397,000 shares of common stock that may be purchased upon the exercise of stock options held by our executive officers and directors (and deemed exercisable at January 31, 2015)2016), and 704,993 shares beneficially owned by William F. Griffin, Jr. (a founder and the current chief executive officer of GPS and member of our Board of Directors). An additional 3.63%3.6% of the outstanding shares are controlled by Allen & Company entities (“Allen”). One of our independent directors is an officer of Allen. In addition, three (3)two other stockholders owned approximately 17.99%10.7% of our voting shares in total. The approximate individual beneficial ownership percentages for these three stockholders as of January 31, 2015 were 6.60%, 5.81% and 5.58%, respectively.

These small groups of stockholders may have significant influence over corporate actions such as an amendment to our certificate of incorporation, the consummation of any merger, or the sale of all or substantially all of our assets, and may substantially influence the election of directors and other actions requiring stockholder approval.

We may not pay cash dividends in the future.

Annually, our board of directors evaluates the Company’s ongoing operational and financial performance in order to determine what role strategically aligned dividends should play in creating shareholder value. Due primarily to the continued strong performance of GPS and the associated cash flows, we paid a regular cash dividend in the amount of $0.70 per share during the calendar year 2015 and we paid special cash dividends during the calendar years 2014, 2013, 2012 and 2011 in the amounts of $0.70, $0.75, $0.60 and $0.50 per share, respectively. Under our financing arrangements with the Bank, we are required to obtain the Bank’s consent to the payment of cash dividends. We have obtained consents related to the special cash dividends paid for the last four years. There can be no assurance that the evaluations of our board of directors will result in the payment of cash dividends in the future, or that we will be successful in obtaining the required consent of the Bank to pay such cash dividends.future.

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As our common stock is thinly traded, the stock price may be volatile and investors may have difficulty disposing of theirinvestments at prevailing market prices.

Our common stock is listed for trading on the NYSE stock exchange and trades under the symbol AGX. Despite the listing on this national stock exchange, our common stock remains thinly and sporadically traded and no assurances can be given that a larger market will ever develop, or if developed, that it will be maintained.

We may issue preferred stock with rights that are superior to our common stock.

Our certificate of incorporation, as amended, permits our board of directors to authorize the issuance of up to 500,000 shares of preferred stock and to designate the terms of the preferred stock. The issuance of shares of preferred stock by us could adversely affect the rights of holders of common stock by, among other factors, establishing dividend rights, liquidation rights and voting rights that are superior to the rights of the holders of the common stock.

Provisions of our certificate of incorporation and Delaware law could deter takeover attempts.attempts.

Provisions of our certificate of incorporation and Delaware law could delay, prevent, or make more difficult a merger, tender offer or proxy contest involving us. Among other things, as stated above, our board of directors may issue up to 500,000 shares of our preferred stock and may determine the price, rights, preferences, privileges and restrictions, including voting and conversion rights, of these shares of preferred stock. In addition, Delaware law limits transactions between us and persons that acquire significant amounts of our stock without approval of our board of directors.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.  PROPERTIES.

GPS owns and occupies a three story office building (23,380 square feet) and the underlying land (1.75 acres), located in Glastonbury, Connecticut, which has sufficient office space to locateinclude the headquarters staff of GPS in one facility. SMC is located in Tracys Landing, Maryland, occupying facilities under a lease that expires on December 31, 20152017 and that includes one additional two-year extension options available through December 31, 2019.option. The SMC facility includes approximately four acres of land, a 2,400 square foot maintenance facility and approximately 3,900 square feet of office space. SMC also utilizes one storage and staging lot in St. Mary’s County, Maryland, under a lease with a current term that expires late in fiscal year 2016. We occupy our corporate headquarters in Rockville, Maryland, under a lease that expires on February 28, 2019 covering 2,521 square feet of office space.

TRC leases an 18.77 acre industrial facility (79,774 square feet) in Winterville, North Carolina under an operating lease agreement expiring in April 2017. The facility consists of three fabrication and warehouse buildings totaling 60,356 square feet, a 9,700 square foot maintenance shop, an office building (7,793 square feet) and a 1,925 square foot modular office building. The lease is with its founder and current Chief Executive Officer, John Roberts, which had an initial term of 3 years, beginning April 28, 2008 (date of inception), with the option to renew for two additional 3-year periods. TRC elected to exercise both of its renewal options. Effective April 1, 2016, the annual rent was reduced from $400,000 to $300,000, which is payable in equal monthly installments of $25,000. TRC is responsible for normal repairs and maintenance, property taxes, utilities and insurance. TRC also owns and occupies a one-story industrial fabrication and warehouse facility (90,000 square feet) containing approximately 5,400 square feet of office space and the underlying land (12.16 acres) in the City of Winterville, Pitt County, North Carolina.

APC owns and occupies a warehouse and ancillary offices that total 8,406 square feet in Nenagh, County Tipperary, in the Republic of Ireland.  The property occupies a site of approximately 1.97 acres and includes secure yards, industrial units and modern offices.  APC also leases its headquarters offices in a townhouse structure in Dun Laoghaire, which is near Dublin, under an operating lease agreement.  The lease is with a former APC shareholder and had an initial term of 7 years beginning in November 2008. Current rent is 40,000 Euros per annum payable in equal quarterly installments. The rent, now paid monthly, remains unchanged pending renegotiation of the lease agreement that expired in November 2015.

We consider the Company’s owned and leased properties to be sufficient for continuation of our operations of GPS and SMCfor the foreseeable future without significant excess space.

Our operations in the field may require us to occupy additional facilities for staging or on customer premises or job sites. Accordingly, we may rent local construction offices and storage yards for equipment and materials and temporary housing units under arrangements that are temporary or short-term in nature. These costs are expensed as incurred and are included in the costs of revenues.

ITEM 3.  LEGAL PROCEEDINGS.

Included below and in Note 1214 to the accompanying consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K are discussions of legal matters resolved during Fiscal 2016 and specific legal proceedings as ofactive at January 31, 2015.2016. In the normal course of business, the Company may have other pending claims and legal proceedings. It is our opinion, based on information available at this time, that any other current claim or proceeding will not have a material effect on our consolidated financial statements.

Altra Matters

GPS was the contractor for engineering, procurement and construction services related to an anhydrous ethanol plant in Carleton, Nebraska (the “Project”). The owner of the Project owner was ALTRA Nebraska, LLC (“Altra”). In November 2007, GPS and Altra agreed to a suspension of the Project while Altra sought to obtain financing to complete the Project. By March 2008, financing had not been arranged which terminated the construction contract prior to completion of the Project.

In March 2008, GPS filed a mechanic’s lien against the Project in the approximate amount of $23.8 million, which amount included sums owed to subcontractors/suppliers of GPS and their subcontractors/suppliers. Several other claimants also filed mechanic’s liens against the Project.

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In August 2009, Altra filed for bankruptcy protection. Proceedings resulted in a court-ordered liquidation of Altra’s assets. The incomplete plant was sold at auction in October 2009. RemainingAs of January 31, 2015, the remaining net proceeds of approximately $5.5 million arewere being held by the bankruptcy court and havehad not been distributed to Altra’s creditors. The court separatedDuring a mediation session that occurred in April 2015, the parties with lien action into two phases relating to the priority of the claims first and the validity and amount of each party’s lien claim second. In November 2011, the court held that the claim of the project lender is superior to the lien claim of GPS. Fact discovery related to the second phase was completed in January 2012. After a court-imposed delay, summary judgement motions were submittedbeing considered by the parties in April 2015. During a subsequent mediation session, the partiesbankruptcy court executed a memorandum of understanding including the terms of a settlement. Per its terms, the parties will execute a final written settlement agreement and, once that is completed,pursuant to which we should receivereceived a payment of $1.6 million in May 2015 from the proceeds deposited with the bankruptcy court. The court was advised of the mediation result, and this matter was dismissed.

PPS Matters

In February 2016, PPS Engineers, Inc. (“PPS”) filed a lawsuit in Person County, North Carolina, against TRC seeking the scheduled summary judgment hearings were cancelled.

Also in January 2009, GPSpayment of $0.8 million from TRC related to contractual obligations and Delta-T Corporation (“Delta T”), a major subcontractor to GPSunpaid billings. PPS has placed liens on the Project, executedproperty of the customers where work was performed by PPS and it has also filed a Project Close-Out Agreement which settled all contract claims betweenclaim against the parties and included a paymentbond issued on behalf of TRC relating to one significant project located in the amount of $3.5 million that GPS made to Delta-T. Pursuant to this agreement, Delta-T assigned its lien rights related to the Project to GPS which advised the parties that it would be pursuing only the assigned lien rights of Delta-T, amounting to approximately $21.2 million, for the remainder of this action.

In April 2009, a subcontractor to Delta-T (“DCR”) received an arbitration award in its favor against Delta-TCalhoun, Tennessee in the amount of approximately $6.8 million$1.6 million.

PPS and TRC were under common management control by the former executive management of TRC prior to our acquisition of TRC on December 4, 2015.  Until 2013, PPS and TRC operated under a Management Services Agreement (“MSA”) pursuant to which TRC, among other things, provided general and administrative support services to PPS in exchange for a management fee based on intercompany billings.  The MSA expired by its own terms in 2013.  Following the expiration of the MSA, TRC and PPS agreed to operate as entirely separate entities.

On March 4, 2016, TRC filed responses to the claims of PPS. The positions of TRC are that was confirmed in federal district court in Florida in December 2009. In April 2009, DCR also filed suit inPPS failed to deliver a number of items required by the District Court of Thayer County, Nebraska, in orderapplicable contracts between the parties and that the invoices rendered by PPS covering the disputed services will not be paid until such deliverables are supplied.  Further, TRC maintains that certain sums are owed to recover its claimed amount of $6.8 million, as amended, from a payment bond issued to Altrait by PPS for services, furniture, fixtures, equipment, and software that were supplied by TRC on behalf of GPS. In December 2011, DCR filed a separate lawsuit against GPS relatingPPS that total approximately $2.5 million. The amounts invoiced by PPS were accrued by TRC. The corresponding liability amount was included in accounts payable in the consolidated balance sheet as of January 31, 2016. TRC has not recorded an account receivable related to its responses to the Project inclaims of PPS.

We intend to defend against the District Courtclaim of Thayer County; its complaint sought damages inPPS and to pursue TRC’s claims against PPS with vigorous efforts. Due to the amount of $6.1 million plus interest, costs and attorney fees.

In August 2012, the applicable parties executed settlement agreements that resulted in the dismissaluncertainty of the claims against GPS and its surety company, with prejudice, and the assignment to GPSultimate outcomes of DCR’s mechanic’s lien claim against the escrowed Altra Project sales proceeds. In connection with these settlements, GPS made cash payments to DCRlegal proceedings, assurance cannot be provided by us that TRC will be successful in August 2012these efforts. However, management does not believe that totaled $1,875,000. Subsequent to the executionresolution of the settlement agreements and the payments made by GPS, DCR’s former counsel filed notice ofmatters discussed above will result in additional loss with material negative effect on our consolidated operating results in a charging lien, claiming that DCR was indebted to counsel in excess of $1.8 million in fees and costs. In addition, a subcontractor to DCR on the Altra Project filed a motion asking the court to set aside the dismissals or, in the alternative, to reconsider them. In October 2012, the court vacated the prior orders of dismissal and permitted DCR’s former counsel and former subcontractor to file complaints. A trial for the charging lien and subcontractor claims was held in April 2013. On September 30, 2014, the court dismissed the complaints of the plaintiffs against GPS and its surety company, and subsequently issued orders of dismissal with prejudice bringing these actions to a close.

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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The table below sets forth the high and low closing prices for our common stock during each quarter in the three-year period ended January 31, 20152016 and during the period February 1, 20152016 through April 9, 2015.8, 2016. Shares of our common stock have traded under the symbol AGX on the NYSE stock exchange since October 2, 2013. For all of the periods presented below prior to that date, our common stock traded on the NYSE MKT stock exchange (formerly the American Stock Exchange) also under the symbol AGX.

As of April 9, 2015,8, 2016, we had approximately 112109 stockholders of record.

Prior to November 2011, we did not pay cash dividends on our common stock, choosing to retain earnings in order to finance the development and expansion of our business. However, in November 2011, we paid a special cash dividend of $0.50 per share reflecting the confidence of our board of directors in the strong financial performance of GPS and the related cash flow. The continuing confidence of the members of our board of directors in the strength of GPS resulted in the paymentspayment of special cash dividends to stockholders of $0.70 per share in November 2014, $0.75 per share in November 2013 and $0.60 per share in November 2012.

Annually, Beginning in November 2015, our board of directors declared a regular cash dividend to stockholders of $0.70 per share reflecting increased confidence and a commitment to paying dividends into the future. Each year, our board of directors intends to evaluate the Company’s ongoing operational and financial performance in determining what role strategically aligned dividends should play in creating shareholder value.the amount of the regular dividend. There can be no assurance that these evaluations will result in the payment of cash dividends in the future.

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Common Stock Price Performance Graph

The following graph compares the percentage change in the cumulative total stockholder return on our common stock for the last five years with theS&P 500, a broad market index, and theDow Jones US Heavy Construction Index, a group index of companies whose focus is limited primarily to heavy civil construction.  The returns are calculated assuming that an investment with a value of $100 was made in our common stock and in each index at January 31, 2010,2011, and that all dividends were reinvested in additional shares of common stock.  The graph lines merely connect the measuring dates and do not reflect fluctuations between those dates.  The stock performance shown on the graph is not intended to be indicative of future stock performance.

Equity Compensation Plan Information

In June 2011, the stockholders approved the adoption of the 2011 Stock Plan (the “Stock Plan”) including 500,000 shares of our common stock reserved for issuance thereunder. In June 2013, the stockholders approved an amendment to the Stock Plan which increased the number of shares reserved for issuance thereunder to 1,250,000. In June 2015, the stockholders approved an amendment to the Stock Plan which increased the number of shares reserved for issuance thereunder to 2,000,000. The Stock Plan, which will expire in July 2021, served to replace the Argan, Inc. 2001 Stock Option Plan (the “Option Plan”) which expired in July 2011. As was the case under the Option Plan, we may make awards under the Stock Plan to officers, directors and key employees. Awards may include incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”), and restricted or unrestricted stock. ISOs granted under the Option Plan shall have an exercise price per share at least equal to the common stock’s market value per share at the date of grant, typically have a five to ten-year term, and typically become fully exercisable one year from the date of grant. NSOs may be granted at an exercise price per share that differs from the common stock’s market value per share at the date of grant, may have up to a ten-year term, and may become exercisable as determined by our board of directors.

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The following table sets forth certain information, as of January 31, 2015,2016, concerning securities authorized for issuance under options to purchase our common stock.

(1)         Represents the number of shares of common stock reserved for future awards and excludes the number of securities reflected in the first column of this table.

(2)         Approved plans include the Company’s 2011 Stock Plan and the 2001 Stock Option Plan.

Recent Sales of Unregistered Securities

None.

On May 29, 2015 and under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, we issued 98,818 shares of our common stock to the owners (the “Selling Stockholders”) of Atlantic Projects Company Limited as partial consideration for its purchase by us. The shares were valued at $3,536,000 on the date of the purchase. On January 19, 2016, a registration statement on Form S-3 filed by us on January 8, 2016 became effective covering the shares issued to the Selling Stockholders, Atlantic Projects Holdings Limited and Electrigen Limited, which received 70,853 and 27,965 shares of our common stock, respectively.

ITEM 6.  SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements and the notes thereto, and the other financial information appearing elsewhere in this Annual Report on Form 10-K.10-K (in thousands, except per share data, number of employees and the gross profit percentages).

(1)         For the years ended January 31, 2016, 2015 and 2014, net income attributable to noncontrolling interests was $13.9 million, $13.0 million and $3.2 million, respectively (see Note 5 to our accompanying consolidated financial statements).

(2)         For the years ended January 31, 2013 and 2012, the net losses attributable to noncontrolling interests were $1.4 million and $0.3 million, respectively (see Note 5 to our consolidated financial statements).

- 22 -(3)         Vitarich Laboratories, Inc. (“VLI”), our wholly owned subsidiary that represented our nutritional products business segment, completed the sale of substantially all of its assets to an unrelated party during the year ended January 31, 2012. VLI recognized a pretax gain of approximately $1.3 million related to the asset sale which amount is included in the amount of income from operations for the year ended January 31, 2012 of $12.2 million.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion summarizes the financial position of Argan, Inc. and its subsidiaries as of January 31, 2015,2016, and the results of their operations for the years ended January 31, 2016, 2015 2014 and 2013,2014, and should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in Item 8 of this Annual Report on Form 10-K (the “2015“2016 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 7 and elsewhere in this 20152016 Annual Report 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. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. 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 our 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 Item 1A of this 20152016 Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove 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 Inc. (the “Company,” “we,” “us,” or “our”)is a holding company that conducts operations through its wholly ownedwholly-owned subsidiaries, Gemma Power Systems, LLCGPS, APC, SMC and affiliates (“GPS”)TRC. Through GPS, which provided 90%, 98% and Southern Maryland Cable, Inc. (“SMC”). Through GPS,96% of consolidated revenues for the years ended January 31, 2016, 2015 and 2014, respectively, we provide a full range of development, consulting, engineering, procurement, construction, commissioning, operations management, maintenance, development and maintenanceconsulting services to the power generation and renewable energy markets for a wide range of customers including independent power project owners, public utilities, municipalities, public institutions and private industry. Including its consolidated joint venturesThrough APC, we provide construction and variable interest entities (whentechnical services for power generation, oil and where applicable), GPS represents our powergas, industrial and process industry services business segment.customers. Through SMC, we provide telecommunications infrastructure services including project management, construction and maintenance to local governments, thecommercial, federal government telecommunications and broadband service providers as well as electric utilities.

Argan, Inc. is alocal government customers. Through TRC, we provide fully integrated fabrication, construction and plant services designed to work specifically with heavy and light industrial customers. At the holding company level, we intend to make additional acquisitions and/or investments by identifying companies with no operations othersignificant potential for profitable growth. We may have more than its investmentsone industrial focus. We expect that companies acquired in GPSeach of these industrial groups will be held in separate subsidiaries that will be operated in a manner that best provides cash flows and SMC. Atvalue for our stockholders.

Overview

The year ended January 31, 2015, there were no restrictions with respect to inter-company payments from GPS or SMC to the holding company. The amount2016 (“Fiscal 2016”) was a year of cash and cash equivalents in the consolidated balance sheets included cash held within consolidated joint venture entities. The combined balance of cash and cash equivalentsgrowth for the joint ventures was approximately $123.6 million as of January 31, 2015. It will be used to cover the future construction costs of the joint ventures.

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Overview

Consolidated revenues increased by $155.7

·		Revenues increased 7.9% to $413.3 million for Fiscal 2016 as compared to $383.1 million for the prior year.
·		Our gross profit percentage increased to 24.1% for Fiscal 2016 as compared to 21.8% for the prior year.
·		EBITDA(1) attributable to the stockholders of Argan increased 20% to $62.9 million for Fiscal 2016 as compared to $52.2 million for the prior year.
·		Net income attributable to the stockholders of Argan increased 19% to $36.3 million for Fiscal 2016 as compared to $30.4 million for the prior year.
·		The contract backlog of GPS increased 171% to $1.1 billion at the end of Fiscal 2016 as compared to $423 million at the end of the prior year.  Subsequent to January 31, 2016, an additional $400 million was added to the contract backlog.
·		GPS started five new gas-fired power plant projects during Fiscal 2016 which are all expected to be completed during the fiscal year ending January 31, 2019.
·		We completed two acquisitions during Fiscal 2016 with the objective of increasing our geographical reach to international power markets and to enhance vertical synergies with certain supply services. The addition of these two companies will further spread corporate overhead over a larger number of businesses. The two acquisitions are APC, a leading provider of construction and technical services for power generation, oil and gas, industrial and process industry customers worldwide, and TRC, a fully integrated fabrication, construction and plant services company.

(1)              EBITDA is a measure not recognized under generally accepted accounting principles (“GAAP”). We have defined EBITDA as earnings before interest, taxes, depreciation and amortization.

In addition to the new acquisitions, our existing subsidiaries, specifically GPS, continue to excel and generate increased profitability.  Since the acquisition of GPS in December 2006, over nine years ago, we have responded through challenging industry economic cycles with consistent organic growth and profitability as illustrated below:

Since the year ended January 31, 2015, compared with consolidated2008, GPS has achieved average organic growth in revenues of $227.4 million for9.5% per year and an average EBITDA growth of 19.1% per year.

Overall, our growth during Fiscal 2016 can be attributed to four major factors: 1) continued execution on existing projects; 2) increased GPS contract backlog; 3) the year ended January 31, 2014 due toacquisition of APC; and 4) the increased revenuesacquisition of our power industry services business. The revenues of this group rose by $158.1 million to $376.7 million for the current year compared with revenues of $218.6 million for the year ended January 31, 2014. The revenues of the telecommunications infrastructure services business segment for the year ended January 31, 2015 and 2014 were $6.4 million and $8.8 million, respectively.TRC.

The current year increase in revenues for the power industry services segment reflected the heightened levels of construction activity on two natural gas-fired, combined cycle power plant projects, the Panda Liberty and Panda Patriot power plants. As discussed below, both of these projects are located in the Marcellus Shale natural gas region of Pennsylvania. The combined revenues related to these two projects represented approximately 86% of consolidated revenues for the year ended January 31, 2015.

Gross profit increased to $83.6 million for the year ended January 31, 2015 from $78.8 million for the year ended January 31, 2014 reflecting the increase in the revenues of the power industry services business during the current year while maintaining the gross profit percentages expected for the Panda Liberty and Panda Patriot power plant projects. The gross profit results for both years also reflected the effects of completing the final phases of significant power plant projects ahead of schedule which resulted in improvements in the gross profit amounts of these jobs which were recognized near the ends of the jobs.

However, we experienced a reduction in our overall gross profit percentage, expressed as a percentage of consolidated revenues for the applicable period, to 21.8% for the current year from 34.7% for the year ended January 31, 2014. Our gross profit percentage for the year ended January 31, 2014 received a significantly favorable impact from the recognition of the project development success fees related to the Panda Liberty and Panda Patriot projects in the aggregate amount of $27.1 million.

Net income attributable to our stockholders for the year ended January 31, 2015 decreased to $30.4 million, or $2.05 per diluted share, compared with net income attributable to our stockholders of $40.1 million, or $2.78 per diluted share, for the year ended January 31, 2014. A significant amount of our construction activity during the year ended January 31, 2015 was performed by our construction joint ventures. As a result, the amount of net income attributable to noncontrolling interests was significant, $13.0 million for the current year. The comparable amount for the year ended January 31, 2014 was $3.2 million.

Our balance of cash and cash equivalents continued to grow during the current year to a balance of $333.7 million as of January 31, 2015 from a balance of $272.2 million as of January 31, 2014 which reflected primarily the net cash provided by our operating activities during the current year in the amount of $93.3 million.

During the year ended January 31, 2015, our contract backlog declined to $423 million compared with a total contract backlog of $790 million at January 31, 2014, reflecting the current year progress on the construction of the Panda Liberty and Panda Patriot power plants.

The Panda Power PlantsPlant Projects

Moxie Energy, LLC (“Moxie”), an unaffiliated company, formed a pair of wholly-owned limited liability companies in order to sponsor the development of two natural gas-fired combined-cycle power plant projects (the “Moxie Projects”). Under a development agreement with Moxie, as amended and restated, Gemma Power, Inc. (“GPI,” an affiliate included in the GPS group of companies and wholly owned by Argan) supported the development of these two projects with loans that were made in order to cover most of the costs of the development efforts.

During MarchSince 2013, and May 2013, Moxie reached agreements for the purchase of its membership interests in the two Moxie Project entities by affiliates of Panda Power Funds (“Panda”). The consummation of the purchase of each Moxie Project entity was contingent upon Panda securing permanent financing for the corresponding project. In addition, the Moxie Project entities entered intowe have performed engineering, procurement and construction (“EPC”) contracts with GPSservices for each of thetwo natural gas-fired power plants.

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The Moxie Project entities were considered to be variable interest entities (“VIEs”). Despite not having an ownership interest in either of the Moxie Project entities, GPI was deemed to be the primary beneficiary of each one. Accordingly, we included the accounts of the VIEs of Moxie in our consolidated financial statements for the year ended January 31, 2014. However, with the completion of the agreements described above, Panda became the primary source of financial support for the pre-construction phase of the related projects. As a result, we ceased the consolidation of the Moxie Project entities; the first one in the three-month period ended April 30, 2013 and the second one in three-month period ended July 31, 2013. The elimination of the accounts of the Moxie Project entities from our consolidated financial statements, including the accumulated net losses of these variable interest entities, resulted in pre-tax gains recognized by GPI that totaled $2,444,000 in the year ended January 31, 2014. In August and December 2013, respectively, Panda completed the purchase of and permanent financing for the Moxie Projects and renamed the projectsplants, known as Panda Liberty and Panda Patriot, respectively. Also, GPS received full notice-to-proceed under the corresponding EPC contracts.

During the year ended January 31, 2014, GPS assigned thePatriot.  The EPC contracts for Panda Liberty and Panda Patriotwere assigned to two separate joint ventures that were formed in order to perform the work for the applicable project and to spread the bonding risk of each project. The joint venture partner for both projects is a large, heavy civil contracting firm. The joint venture agreements provide that GPS has the majority interest in any profits, losses, assets and liabilities that may result from the performance of the work pursuant to the EPC contracts. However, if the joint venture partner is unable to pay its share of any losses, GPS would be fully liable for them. GPS hasWe have no significant commitments under these arrangements beyond those related to the completion of the EPC contracts for Panda Liberty and Panda Patriot.contracts. The joint venture partners are dedicating resources that are necessary to complete the projects and are being reimbursed for their costs. Through its workforce, subcontractors, suppliers and other service providers, GPS isWe are performing most of the activities of thethese two EPC contracts. Due

For Fiscal 2016, we recognized revenues associated with EPC contract services provided to Panda Liberty and Panda Patriot that represented approximately 35% and 38% of consolidated revenues, respectively. These two projects are scheduled for completion in calendar year 2016.

GPS Contract Backlog

Contract backlog represents the financial controltotal accumulated value of GPS,projects awarded less the accountsamounts of revenues recognized to date on those contracts at a specific point in time. We believe contract backlog is an indicator of future revenues and earnings potential. Although contract backlog reflects business that we consider to be firm, cancellations or reductions may occur and may reduce contract backlog and the future revenues of GPS. At January 31, 2016, our total contract backlog was approximately $1.1 billion. With the addition of the joint ventures were includedCPV Towantic Energy Center power plant project, that was awarded to us subsequent to fiscal year end, the GPS contract backlog would have been in our consolidated balance sheetsexcess of $1.5 billion as of January 31, 2016. Our total contract backlog as of January 31, 2015 and 2014 was $423 million and $790 million, respectively.  The following table summarizes our current projects.

(1)         The date that Full Notice to Proceed (“FNTP”) is received typically reflects when the project has obtained financing and work activity related to the EPC contract increases.

(2)         The full contract value for this project was added to backlog subsequent to Fiscal 2016.

(3)         The FNTP for this project is subject to Massachusetts regulatory approvals.

Acquisition of Atlantic Projects Company Limited

On May 29, 2015, we acquired Atlantic Projects Company Limited, a private company incorporated in the Republic of Ireland, and its affiliated companies (together “APC”). Formed in Dublin over forty years ago, APC provides turbine, boiler and large rotating equipment installation, commissioning and outage services to original equipment manufacturers, global construction firms and plant owners worldwide. APC has successfully completed projects in more than thirty countries on six continents. With its presence in Ireland and its other offices located in Hong Kong, Singapore and New York, APC expands our operations internationally for the first time. APC operates under its own name and with its own management team as a member of our group of companies. The fair value of the consideration transferred to the former owners of APC was approximately $11.1 million.

The operating results of their operations wereAPC since the date of acquisition (May 29, 2015) are included in our consolidated statements of operations for the years ended January 31, 2015 and 2014.

Moxie Freedom LLC

In August 2014, GPI entered into a Development Loan Agreement (the “DLA”) with another wholly-owned affiliate of Moxie, Moxie Freedom LLC (“Moxie Freedom”), relating to the development of a large natural gas-fired power plant with a nominal capacity of 1,000 MW. The current development plan estimates that a financial closing on a long term construction and working capital credit facility, along with any related equity investment, will occur by mid-to-late calendar year 2016.

Under the DLA, GPI has agreed to make development loans to Moxie Freedom of up to $6 million in order to cover certain anticipated costs of the project development effort. As of January 31, 2015, the total amount of the notes receivable and accrued interest was $2,113,000; such loans earn interest based on an annual rate of 20% and shall mature no later than December 31, 2017. In connection with the DLA, GPI has been provided a first priority lien and security interest in all of the assets of Moxie Freedom and a first priority lien on Moxie’s membership interest in the project entity. Moxie Freedom reimburses GPS for certain project development support costs though additions to each monthly loan draw. At the time that Moxie Freedom secures construction and working capital financing and repays all development loans and any outstanding obligations related to letters of credit, it shall pay, or cause to be paid, a development success fee to GPI that may be as much as $6 million. As additional consideration for the financial commitments made by GPI under the DLA, GPS was granted the exclusive rights to provide EPC contract services for the project in accordance with basic terms that are outlined in the DLA.

GPI has entered into a participation agreement with an equipment supplier to Moxie Freedom for this power plant. The supplier agreed to provide GPI with 40% of the funding for the development loans to Moxie Freedom; GPI has received cash from the supplier of approximately $755,000 in connection with this agreement as of January 31, 2015. The supplier received an undivided fractional interest in all present and future loans from GPI. Accordingly, it will earn interest on the cash provided to GPI based on an annual rate of 20% and it will be entitled to receive from GPI 40% of any of the development success fee earned by GPI in connection with the permanent financing and/or sale of the corresponding project.

Moxie Freedom represents a variable interest entity due to the current lack of sufficient equity capital for it to complete the contemplated project development activities. The development loans being made by GPI to Moxie Freedom represent variable interests in the entity. The consolidated financial statementsoperating results for the year ended January 31, 2016, and the balance sheet amounts of APC are included in our consolidated balance sheet as of January 31, 2016.

Acquisition of The Roberts Company

On December 4, 2015, includewe acquired The Roberts Company (“TRC”), which was founded in 1977 and is headquartered near Greenville, North Carolina.  TRC is principally an industrial fabricator and constructor serving both light and heavy industrial organizations primarily in the accountssouthern United States.  We paid $500,000 to acquire the member interests of Moxie Freedom asTRC, and assumed approximately $16 million in debt obligations, which we paid off on the acquisition date.  We plan to have TRC continue to operate under its own name with its own management team. Historically, TRC has been primarily a profitable company that incurred a net loss in 2015 until the date of acquisition, primarily due to taking on large contracts that resulted in significant losses.  With the reengagement and leadership of TRC’s founder, John Roberts, our variable interests currently provide usfinancial support and the substantial completion of these loss contracts, we acquired TRC with financial controlthe belief that it is positioned to succeed in the future with a return to profitable operations.   However, there can be no assurances that TRC will succeed in the future or will resume profitability.  From December 5, 2015 through the end of our Fiscal 2016, or for a little under two months, TRC generated $15.3 million in revenues and incurred a $1.0 million loss.  Since the acquisition, we have advanced an additional $22.5 million in cash to TRC in order to fund the completion of the VIE. Throughwork on the current arrangements with Moxie Freedom, GPS is deemedloss contracts, to have the power to direct the activities of the VIE that most significantly affectenhance working capital and for other general corporate purposes. Currently, TRC operates as its economic performance,own reportable business segment, Industrial Fabrication and it possesses the rights to receive benefits that could be significant to the VIE.

- 25 -The operating results of TRC since the date of its acquisition (December 4, 2015) are included in our consolidated operating results for the year ended January 31, 2016, and the balance sheet amounts of TRC are included in our consolidated balance sheet as of January 31, 2016.

Outlook

Economic conditions in the United States appear to be improving gradually. However, the progress of the recovery is sluggish, particularly in the construction sectors. The severe impacts of the recession of 2008 including high unemployment, the depressed state of the housing industry, reduced state and local government budgets and unsteady manufacturing activity all contributed to significant reductions in construction spending in the United States from pre-recession levels. We believe that the soft demand for power is continuing to limit the number of new energy plant construction opportunities that we are seeing. The new opportunities that may arise will continue to result in fierce competition among bidders. Most of our competitors are substantially larger than us. Our relatively smaller size may be evaluated to be a risk by potential project owners. On the other hand, we believe that our comparatively smaller size enhances our responsiveness to project owners and our ability to compete effectively on price.

The power industry has not fully recovered from the corresponding recessionary decline in the demand for power in the United States. After a two-year decline, totalTotal electric power generation from all sources increasedhas decreased slightly by 0.44%for three of the last four years, including a 0.2% decline in 2013 and 0.66%2015. For calendar year 2015, total amount of electricity generated in 2014, reachingthe United States was approximately 98.5%98% of the peak power generation level of 2007. PublishedRecently published government forecasts project an annual increase in power generation of slightly less than 1%approximately 0.8% per year for the next 25 years. Electricity

For calendar year 2015, electricity generated in the United States by natural gas-fired power plants comprised approximately 27.4%32.7% of total generation, which reflected an 18.5% annual increase in 2014; the number of megawatt hours provided by these plants. The comparable percentageincrease for 2014 versus 2013 was 27.7%approximately 1%. Similarly, the shareElectricity generation provided by coal-fired power plants in 2015 represented 33.2% of coal-generated electricity decreased slightly in 2014 to 38.7%total generation compared with 38.9%a share percentage of 38.6% for 2014. The number of megawatt hours provided by coal-fired plants declined by 14.3% in 2013. Increasing slightly were2015 compared to the amount provided in 2014. For the third and fourth quarters of calendar 2015, the shares of electricitytotal electrical power generated by natural gas-fired plants actually exceeded the shares provided by nuclearcoal-fired power plants, (19.5% comparedthe first two times that this has occurred. For 2016, the shares of total electricity generation provided by gas-fired power plants and coal-fired power plants are expected to be approximately 33.4% and 32.0%, respectively.

The electricity-generation statistics for 2015 are consistent with 19.4%) and plants powered by renewable energy sources excluding hydroelectric (6.9% compared with 6.2%).

the long-term power generation trends. Over the last 10 years, total power generation in the United States has increased by approximately 3%. Duringless than 1% and coal has remained the samelargest energy source for electricity generation. However, during this period, the amount of electricity generated by natural-gas firednatural gas-fired power sources increased by 58%75%, and the amount of electric power generated by coal-fired plants declined by 20%33%. The amount of electricity provided by nuclear power plants increased over the last 10 years by only 1%2%. Electrical power generated by renewable energy sources excluding(excluding hydroelectric sourcessources) more than tripled over the last ten years, but as indicated above representedrepresents only 6.9%7% of total generation in 2014.generation.

Projections

Current projections of future power generation assume athe sustained increase in domestic natural gas production, which should mean thatlead to stable natural gas prices remain low incontinuing into the future. The availability of competitively priced natural gas, the significant increases in the efficiency of combined cycle power plants, the existence of certain programs encouraging renewable fuel use, and the implementation of severea series of environmental rules, primarily directed toward the reductions of air pollution and the emissions of greenhouse gases should dampen future coal use. The Environmental Protection Agency has been exercising an expansionuse and continue to increase the shares of regulatorythe power over air quality and electricity generation mix represented by fossil-fueledgas-fired power plants, most recently proposing newwind farms, solar fields and controversial limitations on the carbon dioxide emissions of existing coal-fired power plants and all new power plants.other renewable energy sources.

Announcements by electric utilities of the retirement of coal-fired and nuclear power plants continue, citing the availability of cheap natural gas, increasingly stringent environmental regulations and the significant costs of refurbishment and relicensing. The future retirements of coal and nuclear plants will result in the need for new capacity, and new natural gas-fired plants are relatively less expensivecheaper to build than coal, nuclear, or renewable plants. In addition, the quickness with which gas-fired plants, utilizing modern turbine designs can be brought on-line makes gas-firedthey are substantially more environmentally friendly than conventional coal-fired power plants, an effective complementand they represent the most economical way to the intermittent nature of power-generating solar and wind powered plants.meet peak demands.

However, the

The expected increase in momentum towards more environmentally friendly power generation facilities has not occurred at the pace expected prior to the latest recession. The Environmental Protection Agency has been stridently exercising an expansion of regulatory power over air quality and electric power generation. However, the federal government has not passed comprehensive energy legislation that might include national renewable energy standards, incentives or mandates for the retirement of existing coal-fired power plants and caps on the volume of carbon emissions. Existing coal-fired plants in the United States are proving to be a challenge to retrofit or replace. Coal prices are widely considered to be stable and certain states see the availability of inexpensive, coal-powered electricity as a key driver of economic growth. In addition, simplified designs are intendedAdditional uncertainty was created when, in February 2016, the United States Supreme Court decided to make new nuclear plants easier and less expensive to build, to operate and to maintain.stay the implementation of the agency’s Clean Power Plan, which was finalized in August 2015, as it undergoes legal review. As a result, a few electric utilities, primarilythe requirement for states to draft compliance plans by September 2016 has been at least delayed, and states have longer periods of time in the South, have plansorder to constructconsider and operate new nuclearmake decisions regarding future power plants.generation mixes. The future pace of announcements of coal-fired power plant retirements may slow.

Nevertheless, as we have stated in the past, we believe that the long-term prospects for energynatural gas-fired power plant construction are favorable. Major advances in horizontal drilling and the practice of hydraulic fracturing have led to a boom in natural gas supply. The abundant availability of cheap, less carbon-intense, natural gas should continue to be a significant factor in the economic assessment of future power plants. CurrentCurrently effective emission standards have also become a significant obstacle for any plan to build a new coal-fired power plant. TheDespite the recent success in the Supreme Court, the coal industry fears that the pending regulations limiting carbon emissions may jeopardize the continuing operation of existing coal-fired power plants. The future of clean burning coalcoal-fired power plants is also uncertain as significantuncertain. For multiple reasons, the retrofit of existing coal-fired plants touted as the showcase technologyin order to employ carbon-capture and sequestration processes (“CCS”) is problematic. Construction costs and schedules for generating clean electricity from low-quality coal, have experienced soaring construction costs.

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As indicated above, the demand for electric power in this country is expected to grow slowly but steadily over the long term. Increasing demands for electricity, the ample supply of natural gas, and the expected retirement of old coal, nuclear and oil-powered energy plants, should result in natural gas-fired and renewable energy plants, like wind, biomass and solar, representing the substantial majority of new power generation additions in the future and an increased share of the power generation mix. Currently, the business environment in our sector has improved substantially due to a combination of an overall improved economy and the forward momentum of increasing the amount of electrical power generated in the United States from energy resources other than coal.  Market concerns about emissions should continue to dampen the expansion of coal-fired capacity. Low fuel prices for new natural gas-fired plants also affect the relative economics of coal-fired capacity, as does the continued rise in construction costs for new coal-fired power plants.plants incorporating new carbon-capture techniques. We expect continuing concerns about the safety, high cost and construction cost overrun risk of nuclear power plants. In summary, the development of renewable and natural gas-fired power generation facilities should result in new construction opportunities for us.

During this difficult time for the construction industry, particularly in our sector,industry’s recovery from the recession, we have been successful in the effective and efficient completion of our EPC projects and the control of costs while we pursue new construction business opportunities. Despite the intensely competitive business environment, we are committed to the rational pursuit of new construction projects which may result in our decision to make investments in the ownership of new projects, at least during the corresponding development phase. 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 EPC contract to us.

Accordingly, our involvement with the development of the projects sponsored by Moxie has reflectedand others began after careful evaluation of the opportunities and risks. We structured the terms of our involvement with each of these projects in order to minimize the financial risks and to benefit from the successful development of the projects.

We remain cautiously optimistic about our long-term growth opportunities despiteWith a growing reputation as a low cost provider of EPC contracting services and with the lack of a robust economic recovery in our sector of the construction industry. Weproven ability to deliver completed power facilities, particularly combined-cycle, gas-fired power plants, we are focused on expanding our position in the growing power markets where we expect investments to be made based on forecasts of increasing electricity demand covering decades into the future. Moreover, we believe that the EPC contract approach preferred by us, once considered an alternative delivery method for power plant construction, is now an accepted industry practice in the United States as a strategy that gives project owners an end-to-end solution by putting nearly all aspects and phases of a project under a single contract.

We believe that our expectations are reasonable and that our future plans are based on reasonable assumptions.  Our performance on current projects, including four new EPC projects awarded to us during the second half of Fiscal 2016, should provide a stable base of business activity for the next few fiscal years. We are looking forward to ramping up activities on the new projects, to continuing efficient performance on current projects and to being able to take advantage of new opportunities that should continue to emerge in this improving business environment.

Comparison of the Results of Operations for the Years Ended January 31, 2016 and 2015

We reported net income attributable to our stockholders of $36.3 million, or $2.42 per diluted share, for the fiscal year ended January��31, 2016. For the fiscal year ended January 31, 2015, we reported a comparable net income amount of $30.4 million, or $2.05 per diluted share. The following schedule compares our operating results for the years ended January 31, 2016 and 2015 (dollars in thousands).

NM = Not Meaningful

Revenues

Power Industry Services

The revenues of the power industry services business increased by $11.0 million to $387.6 million for Fiscal 2016 compared with steadyrevenues of $376.7 million for the prior year. The revenues of this business represented approximately 94% of consolidated revenues for Fiscal 2016, and approximately 98% of consolidated revenues for the prior year. The Fiscal 2016 increase in revenues for the power industry services segment reflected the continued construction activity of two significant construction projects, the large gas-fired combined-cycle power plants located in the Marcellus shale region of Pennsylvania. The combined revenues associated with these gas-fired power plant projects represented approximately 78% of this reportable segment’s revenues for Fiscal 2016, compared to 88% in the prior year. In addition, Fiscal 2016 included revenues associated with five new EPC projects, which represented approximately 14% of this segment’s revenues for the year, and revenues in the amount of $14.2 million, or 4% of segment revenues, provided by the newly acquired company, APC. Fiscal 2016 revenues also included project development success fees in the amount of $4.3 million and revenues in the amount of $1.6 million that were recorded in connection with the resolution of the Altra bankruptcy matter discussed in Note 14 to the accompanying consolidated financial statements. In the prior year, the only other significant project was the construction of the biomass-fired plant that was completed last year in eastern Texas. Future revenues associated with the two current Pennsylvania projects are expected to decline in fiscal year 2017 as the projects progress toward their completion during the first half of the year. However, these decreases should be more than offset by revenues earned on the early construction activities associated with new projects and increased revenues contributed by APC.

Industrial Fabrication and Field Services

The revenues from this segment reflect less than two months of activity as we acquired TRC on December 4, 2015.

Telecommunications Infrastructure Services

The revenues of this business segment increased by $3.9 million, or 61% during Fiscal 2016 when compared to the prior year. The increase was due primarily to revenues earned in connection with underground cabling work performed at multiple commuter train stations of the Maryland Transit Administration which primarily occurred during Fiscal 2016.

Cost of Revenues

Due to the increase in consolidated revenues for Fiscal 2016 compared with consolidated revenues for the prior year, the corresponding consolidated cost of revenues also increased. These costs were $313.8 million and $299.5 million for the years ended January 31, 2016 and 2015, respectively. Gross profit amounts for the years ended January 31, 2016 and 2015 were $99.5 million and $83.6 million, respectively. The Company’s overall gross margins. Shouldprofit percentages of revenues were 24.1% and 21.8% for the years ended January 31, 2016 and 2015, respectively.

The gross profit amounts recognized on projects during Fiscal 2016 reflected the effective performance of the construction teams early in the year in eliminating certain uncertainties on maturing projects and management’s confidence at the time that the remainder of the work would be performed efficiently. As a result, the gross margin estimates on certain projects were increased. As the Company’s future revenues reflect the increasing levels of activities associated with newly awarded projects booked in Fiscal 2016, the overall gross profits will likely return to lower percentages. In addition, the proceeds received upon resolution of the Altra matter and the success of the Moxie Freedom project be successfully developed, we may earndevelopment effort contributed a success feecombined gross margin amount that would be smaller thanrepresented approximately 1.0% of consolidated revenues for Fiscal 2016.

Selling, General and Administrative Expenses

These costs increased by $5.6 million to $25.1 million for Fiscal 2016 from $19.5 million for the sizable development success fees earned duringprior year. A large portion of the yearincrease, $3.6 million, related to the selling, general and administrative expenses at our two new acquisitions in Fiscal 2016, APC and TRC.  The additional $2.1 million increase is attributed across various expenses primarily reflecting a larger organization, including bonus expense, stock option compensation expense, salary/benefits, audit costs, acquisition costs, Chief Financial Officer-transition costs and bad debt expense. Overall, selling, general and administrative expense amounts were 6.1% and 5.1% of revenues for the years ended January 31, 20142016 and that would2015, respectively.

Income Tax Expense

For the years ended January 31, 2016 and 2015, we incurred income tax expense of $25.3 million and $20.9 million, respectively, which represented annual effective income tax rates of 33.5% and 32.5% for the corresponding fiscal years, respectively. For both calculations, the effective rates differed from the federal income tax rate of 35% due primarily to the favorable effects of permanent differences including the exclusion of income attributable to the noncontrolling interests in our joint ventures and the domestic manufacturing deduction. As the joint ventures are treated as partnerships for income tax reporting purposes, we report only our share of the taxable income of the entities. The favorable effect of this income exclusion will continue to decline and then terminate during our fiscal year ending January 31, 2017 as the construction activity performed by the joint ventures will wind down and be shared as discussed above.completed. Going forward, the post-acquisition mix of revenues may include a greater portion of non-production activities which will result in a reduction in the favorable income tax rate benefit of the domestic manufacturing deduction. The overall effective state income tax rates, net of federal income tax benefit, were 5.3% and 5.1% for Fiscal 2016 and the prior year, respectively.

Comparison of the Results of Operations for the Years Ended January 31, 2015 and 2014

We reported net income attributable to our stockholders of $30.4 million, or $2.05 per diluted share, and $40.1 million, or $2.78 per diluted share, for the fiscal years ended January 31, 2015 and 2014, respectively. The following schedule compares our operating results for the years ended January 31, 2015 and 2014. Except where noted, the percentage amounts represent the percentage of revenues for the corresponding year. We reported net income attributable to our stockholders of $30,445,000, or $2.05 per diluted share, for the fiscal year ended January 31, 2015. For the fiscal year ended January 31, 2014, we reported a comparable net income amount of $40,125,000, or $2.78 per diluted share.(dollars in thousands).

Revenues

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Revenues

Power Industry Services

The revenues of the power industry services business increased by $158.1$158.0 million to $376.7 million for the year ended January 31, 2015 compared with revenues of $218.6 million for the year ended January 31, 2014. The revenues of this business represented approximately 98% of consolidated revenues for the year ended January 31, 2015, and approximately 96% of consolidated revenues for the year ended January 31, 2014. The significant current year increase in revenues for the power industry services segment between the years reflected the increasedincreasing construction activity of the two natural gas-fired, combined cycle power plant projects.projects in Pennsylvania. The combined revenues related to these two projects represented approximately 88% of this segment’s revenues for the year ended January 31, 2015. Maintaining the current year level of annual revenues for the year ending January 31, 2016 may depend on our obtaining new contracts.

For the year ended January 31, 2014, the revenues of this segment reflected primarily the construction activity on a biomass-fired power plant that was completed during the year ended January 31, 2015 and on a natural gas-fired peaking plant that was substantially completed last year.during the summer of the year ended January 31, 2014. The combined revenues of these two projects represented approximately 58% of the revenues of this segment for the year ended January 31, 2014. In addition, revenues recognized in connection with the initial construction activity for the Panda Liberty and Panda Patriot projects plus the development success fees earnedin the total amount of $27.1 million that were realized by us on the purchases of the projects from Moxie by Panda represented approximately 35% of the revenues of this business segment for the year ended January 31, 2014.

Telecommunications Infrastructure Services

Most significantly, the

The 27% decline in the business of the telecommunications infrastructure services segment for the year ended January 31, 2015 from the amount of revenues for this segment reported for the year ended January 31, 2014 reflected the completion lastin the prior year of a project supporting the state of Maryland in its efforts to provide a statewide communications network. Our largest customer in this program was Howard County, Maryland, a key partner with the state representing a collaborative inter-government consortium of local Maryland governments that was deploying a state-wide, high-speed, fiber optic network. For the year ended January 31, 2014, revenues associated with this project represented approximately 32% of this segment’s total revenues for the year. Partially offsetting this decline, revenues associated with SMC’s other customers receiving outside plant services increased by 25% between the years, and represented approximately 56% of this segment’s total revenues for the year ended January 31, 2015.

Cost of Revenues

Due primarily to the increase in consolidated revenues for the year ended January 31, 2015 compared with consolidated revenues for the year ended January 31, 2014, the corresponding consolidated cost of revenues also increased. These costs were $299.5 million and $148.6 million for the years ended January 31, 2015 and 2014, respectively. Gross profit amounts for the years ended January 31, 2015 and 2014 were $83.6 million and $78.8 million, respectively. The gross profit for the current year ended January 31, 2015 reflected the significant increase in annual revenues, which was due substantially to the increased activity of the Panda Liberty and Panda Patriot projects while maintaining expected gross profit percentages were maintained on both projects, and the favorablepositive effect on gross profit of the early and efficient substantial completion of a biomass-fired power plant during our third fiscal quarter. LastThe prior year’s gross profit benefited from the favorable gross profit contribution related to the development success fees and, secondarily, to the favorable project performance during the year, particularly on the peaking power plant project where we reached substantial completion three months ahead of schedule. The gross profit percentages of revenues were 21.8% and 34.7% for the years ended January 31, 2015 and 2014, respectively.

Selling, General and Administrative Expenses

These costs increased by $6,552,000$6.6 million to approximately $19,470,000$19.5 million for the year ended January 31, 2015 from approximately $12,918,000$12.9 million for the year ended January 31, 2014. Selling, general and administrative expenses for the year ended January 31, 2015 included increases in bonus expense, salaries/benefits and stock option compensation expense in the amounts of approximately $3,624,000, $1,124,000$3.6 million, $1.1 million and $478,000,$0.5 million, respectively, compared with the corresponding amounts for the year ended January 31, 2014.

In addition, lastthe prior year’s favorable conclusion of a litigation matter enabled us to reverse the accrual established for anticipated legal costs which contributed to a reduction of selling, general and administrative expenses for the year ended January 31, 2014 in the approximate amount of $1,250,000.

- 28 -Other Income

Other income for the year ended January 31, 2015 amounted to $0.2 million, including primarily interest income earned on notes receivable from power plant project developers. The deconsolidation of the Moxie Project Entities (see Note 5 to the accompanying consolidated financial statements) resulted in a total pre-tax gain for the year ended January 31, 2014 in the aggregate amount of $2.4 million. Other income for the year ended January 31, 2014 also included net interest income of $1.0 million including primarily interest earned on the notes receivable from the Moxie Project Entities subsequent to their deconsolidations.

Income Tax Expense

For the year ended January 31, 2015, we incurred income tax expense of $20,912,000$20.9 million reflecting an annual effective income tax rate of 32.5%. This rate iswas lower than the expected federal income tax rate of 35% and lastthe prior year’s effective income tax rate of 37.5% due substantially to the favorable permanent effect of excluding income attributable to our joint venture partner from our taxable income. As discussed above, the joint ventures are treated as partnershipswere formed and commenced activities during the year ended January 31, 2014 providing the net income attributable to noncontrolling interests for income tax reporting purposes, we report only our share of the taxable income of the entities.year. Our effective tax rate for the year ended January 31, 2015 also reflectsreflected the permanent benefit of the domestic production activities deduction. These factors were partially offset by the unfavorable effects of state income taxes and the federal income tax return-to-provision adjustment in the amount of approximately $182,000.$0.2 million.

Income tax expense of $25,991,000$26.0 million for the year ended January 31, 2014 resulted in an annual effective income tax rate of 37.5%. This rate was higher than the expected federal income tax rate of 35% due to the unfavorable effects of state income taxes and income tax adjustments. These effects were only partially offset by the favorable effect of permanent differences, primarily the domestic production activities deduction, deconsolidation of the VIEsvariable interest entities and the exclusion of our partner’s share of lastthe prior year’s smaller amount of income related to the joint ventures. Other amountsAmounts reflected in the income tax provision amount for the year ended January 31, 2014 included federal income tax return-to-provision and other adjustments of $255,000.

Other Income

Other income for the year ended January 31, 2015 amounted to $234,000, including primarily interest income earned on notes receivable from power plant project developers. The deconsolidation of the Moxie Projects resulted in a total pre-tax gain for the year ended January 31, 2014 in the aggregate amount of $2,444,000. Other income for the year ended January 31, 2014 also included investment income of $961,000 (net of $10,000 in interest expense) including primarily interest earned on the notes receivable from the Moxie Projects.

Comparison of the Results of Operations for the Years Ended January 31, 2014 and 2013

The following schedule compares our operating results for the years ended January 31, 2014 and 2013. Except where noted, the percentage amounts represent the percentage of revenues for the corresponding year. We reported net income attributable to our stockholders of approximately $40,125,000, or $2.78 per diluted share, for the fiscal year ended January 31, 2014. For the fiscal year ended January 31, 2013, we reported a comparable net income amount of $23,265,000, or $1.65 per diluted share.