100591--4/15/2009--ARGAN

related topics

{cost, contract, operation}

{competitive, industry, competition}

{acquisition, growth, future}

{stock, price, share}

{product, liability, claim}

{customer, product, revenue}

{product, market, service}

{cost, regulation, environmental}

{system, service, information}

{interest, director, officer}

{tax, income, asset}

{property, intellectual, protect}

{loss, insurance, financial}

{personnel, key, retain}

{debt, indebtedness, cash}

{control, financial, internal}

{provision, law, control}

{gas, price, oil}

{financial, litigation, operation}

{capital, credit, financial}

We may be unsuccessful at generating internal growth which could result in an overall decline in our business. Future acquisitions and/or investments may not occur which could limit the growth of our business. We may not be able to comply with certain of our debt covenants which may interfere with our ability to successfully execute our business plan. The integration of acquired companies may not be successful. Our results of operations could be adversely affected as a result of additional impairment losses related to goodwill and other purchased intangible assets. Our business growth could outpace the capabilities of our senior management which could adversely affect our ability to complete the execution of our business plan. Loss of key personnel could prevent us from effectively managing our business. Lawsuits could adversely affect our business. Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our consolidated financial statements, which may reduce our profits. 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. 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. Specific Risks Relating to Our Power Industry Services Failure to successfully operate our power industry services business will adversely affect us. Interruption of power plant construction projects could adversely affect future results of operations. If financing for new energy plants is unavailable, construction of such plants may not occur. The inability of our customers to receive or to avoid delay in receiving the applicable regulatory and environmental approvals relating to projects may result in lost of postponed net revenues for us. Intense competition in the engineering and construction industry could reduce our market share and profits. Our backlog is subject to unexpected adjustments, delays and cancellations, and may be an uncertain indicator of future net revenues. Future bonding requirements may adversely affect our ability to compete for new energy plant construction projects. Investment in the wind energy design and construction business partnership may occur without expected returns. As we bear the risk of cost overruns in the completion our construction contracts, we may experience reduced profits or, in some cases, losses under these contracts if actual costs exceed our estimates. If we guarantee the timely completion or performance standards of a project, we could incur additional costs to cover our guarantee obligations. If we are unable to collect amounts billed to project owners as scheduled, our cash flows may be materially and adversely affected. Our dependence upon third parties to complete many of our contracts may adversely affect our performance under future energy plant construction contracts. Our use of the percentage-of-completion method of accounting could result in a reduction or reversal of previously recorded net revenues or profits. The nature of our engineering and construction business exposes us to potential liability claims and contract disputes which may reduce our profits. If the development of renewable energy sources does not occur, the demand for our construction services could decline. We could be subject to compliance with environmental, health and safety laws and regulations that would add costs to our business. Specific Risks Relating to Our Telecommunications Infrastructure Services Business Loss of a significant customer could adversely affect our SMC business. If we fail to compete successfully against current or future competitors, our business, financial condition and results of operations could be materially and adversely affected. Rapid technological change and/or customer consolidations could reduce the demand for the telecommunication services we provide. Our substantial dependence upon fixed price contracts may expose us to losses in the event that we fail to accurately estimate the costs that we will incur to complete such projects. Compliance with government regulations may increase the costs of our operations and expose us to substantial civil and criminal penalties in the event that we violate applicable law. Specific Risks Relating To Our Nutritional Products Business The inability to replace lost customer business will continue to adversely affect operating results and financial condition. Negative publicity about us, our products and/or our industry could cause our business to suffer. Our inability to respond to changing consumer demands and preferences could adversely affect our business. Failure to perform effectively in an intensely competitive industry will harm our business. The successful fulfillment of customer orders depends on our ability to obtain the necessary raw materials in a timely manner. Future product liability claims may expose us to unexpected damages and expenses which could adversely affect our results of operation and financial condition. A violation of government regulations or our inability to obtain necessary government approvals for our products could harm our business. Our inability to adequately protect our products from replication by competitors could have a material adverse effect on our business. Risks Relating to Our Securities Our acquisition strategy may result in dilution to our stockholders. Our officers, directors and certain key employees have substantial control over Argan, Inc. As our common stock is thinly traded, the stock price may be volatile and investors may have difficulty disposing of their investments at prevailing market prices. Availability of significant amounts of our common stock for sale could adversely affect its market price. We may issue preferred stock with rights that are superior to our common stock. Provisions of our certificate of incorporation and Delaware law could deter takeover attempts. We do not expect to pay cash dividends for the foreseeable future.

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100591--4/15/2009--ARGAN_INC