FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 31, 20002001
----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to
______________________------------- ----------------
Commission file number 0-3136
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RAVEN INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
South Dakota 46-0246171
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 E. 6th Street, Sioux Falls, South Dakota 57117
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(Address of principal offices)(Zip (Zip Code)
Registrant's telephone number, including area code (605)336-2750
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $1 par value
--------------------------
(Title of each class)
Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such filing
requirements for the past ninety days. Yes _X_X No
___--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
Registrant, based on the closing price of $13.00$19.00 per share as reported on the
NASDAQ National Market System on April 12, 200011, 2001 was $41,591,979.$49,970,304.
Shares of common stock outstanding at April 12, 2000: 3,720,407.11, 2001: 3,127,932.
1
DOCUMENTS INCORPORATED BY REFERENCE
The following table shows, except as otherwise noted, the location of
information, required in this Form 10-K, in the registrant's Annual Report to
Shareholders for the year ended January 31, 20002001 and Proxy Statement for the
registrant's 20002001 annual meeting, a definitive copy of which was filed on April
19, 2000.2001. All such information set forth under the heading "Reference" below is
included herein or incorporated herein by reference. A copy of the registrant's
Annual Report to Shareholders for the year ended January 31, 20002001 is included as
an exhibit to this report.
PART I. ITEM IN FORM 10-K REFERENCE
------- ----------------- ---------
Item 1. Business Business, pages 4-7, this
document; Business
Segments, page 9, and
Sales by Markets, page
13,
PART I. ITEM IN FORM 10-K REFERENCE
- ------- ----------------- ---------
Item 1. Business Business, pages 4-8, this Document; Business
Segments, inside front cover and page 6 of
the Annual Report to Shareholders
Item 2. Properties Properties, pages 8-9, this document
Item 3. Pending Legal Proceedings Pending Legal Proceedings, page 9, this document
Item 4. Submission of Matters to a Vote of Security Submission of Matters to a
Holders Vote of Security Holders, page 10, this
document
Item 4A. Executive Officers of the Registrant Executive Officers of the Registrant, page 10,
this document
PART II.
- --------
Item 5. Market for the Registrant's Common Equity Quarterly Information (unaudited), page 21,
and Related Stockholder Matters Eleven-year Financial Summary, pages 12-13,
and inside back cover, Annual Report to
Shareholders
Item 6. Selected Financial Data Eleven-Year Financial Summary, pages 12-13, Annual
Report to Shareholders
Item 7. Management's Discussion Financial Review and Analysis, pages 14-20, Annual
and Analysis of Financial Report to Shareholders
Item 2. Properties Properties, pages 8-9, this
document
Item 3. Pending Legal Pending Legal Proceedings,
Proceedings page 9, this document
Item 4. Submission of Matters Submission of Matters to a
to a Vote of Vote of Security
Security Holders Holders, page 9, this
document
PART II.
- --------
Item 5. Market for the Regis- Quarterly Information
trant's Common (unaudited), page 22,
Equity and Related Eleven-year Financial
Stockholder Matters Summary, pages 14-15,
and inside back cover,
Annual Report to
Shareholders
Item 6. Selected Financial Data Eleven-Year Financial
Summary, pages 14-15,
Annual Report to
Shareholders
Item 7. Management's Discussion Financial Review and
and Analysis of Analysis, pages 16-21,
Financial
Condition Annual Report to Share- and Results of holders Operations
2
ITEM IN FORM 10-K REFERENCE
----------------- ---------
Item 8. Financial Statements and Pages 22-31, Annual Report
Supplementary Data to Shareholders.
Item 9. Changes in and Disagree- Changes in and Disagree-
ments with Account- ments with Accountants
ants on Accounting on Accounting and
and Financial Financial Disclosure,
Disclosure page 9,
ITEM IN FORM 10-K REFERENCE
----------------- ---------
Item 8. Financial Statements and Supplementary Data Pages 22-31, Annual Report to Shareholders
Item 9. Changes in and Disagreements with Changes in and Disagreements with Accountants
Accountants on Accounting and on Accounting and Financial
Financial Disclosure Disclosure, page 10, this document
PART III.
- ---------
Item 10. Directors and Executive Officers of the Regis- Election of Directors and
trant Executive Compensation,
Registrant Proxy Statement
Executive Officers of Registrant, Item 4A, page
10, this document and Other Matters, Proxy
Statement
Item 11. Executive Compensation Executive Compensation, Proxy Statement
Item 12. Voting Securities and Ownership of Common Stock,
Principal Holders Proxy Statement
Thereof
Item 13. Certain Relationships and Election of Directors,
Related Transactions Proxy Statement
Executive Officers of Executive Officers of
the Registrant Registrant, page 9-10,
this document and Other
Matters, Proxy
Statement
Item 11. Executive Compensation Executive Compensation,
Proxy Statement
Item 12. Voting Securities and Ownership of Common Stock,
Principal Holders Proxy Statement
Thereof
Item 13. Certain Relationships Election of Directors,
and Related Proxy Statement
Transactions
PART IV.
- --------
Item 14. Exhibits, Financial Exhibits, Financial Statement Schedule and Reports
Statement Schedule Statement Schedule
and Reports on Form and Reports on on Form 8-K, pages 11-13, this document.
Form 8-K.
8-K, pages 10-11,
this document.
FORWARD-LOOKING STATEMENTS
Certain sections of this report contain discussions of itemsstatements which may constitute
forward-looking statements within the meaning of federal securities laws.
Although Raven Industries, Inc., believes that expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give no
assurances that its expectations will be achieved. Factors that could cause
actual results to differ from expectations include general economic conditions,
weather conditions which could affect certain of the company's primary markets
such as the agricultural marketagriculture or its market for outerwearconstruction, or changes in competition or the company's
customer base which could impact any of the company's product lines.
3
RAVEN INDUSTRIES, INC.
FORM 10-K
year ended January 31, 20002001
Item 1. Business
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General
Raven Industries, Inc., was incorporated in February 1956 under the
laws of the State of South Dakota and began operations later that same year. The
following terms - the company, Raven or the registrant - are intended to apply
to Raven Industries, Inc. and its consolidated subsidiaries listed in Exhibit 21
to this report. Raven is headquartered in Sioux Falls, South Dakota, employing
approximately 1,100920 persons in six states.
The company began operations as a manufacturer of high-altitude
research balloons. It has diversified over the years to supply specialized
products for a number of markets, including industrial, recreation, agriculture
automotive and defense.military/aerospace. Many of these product lines are an extension of
technology and production methods developed in the original balloon business.
The automotivecompany's pickup-truck topper product line was sold in the third quarter of
fiscal 2000. Page
13Substantially all of the company's Annual Report to Shareholders, incorporated herein by
reference, provides financial information regarding sales by markets.plastic tank product lines were
sold in the third quarter of fiscal 2001.
The company has five business segments consisting of three business segments: Electronics, PlasticsRaven
divisions and Sewn
Products.two subsidiaries: Electronic Systems Division, Flow Controls
Division, Engineered Films Division, Aerostar and Beta Raven. Product lines have
been grouped in these segments based on common technologies, production methods
and raw materials. However, more than one business segment may serve each of the
product markets identified above. Page 96 of the company's Annual Report to
Shareholders, incorporated herein by reference, provides financial information
concerning the threefive business segments.
Following is a summary of company net sales by principal product categories
(dollars in thousands):
FY 2001 FY 2000 FY 1999
------- ------- -------
Electronics Manufacturing
Services $ 32,039 $ 30,176 $ 24,958
Flow Control Devices and Accessories 16,758 13,520 15,311
Reinforced Plastic Sheeting 35,403 30,868 28,641
Specialty Apparel 19,102 23,286 30,202
Other 13,324 15,246 15,355
--------- ------------------ ------------------
Total Ongoing Operation Sales 116,626 113,096 114,467
Pickup-Truck Toppers - 17,657 19,993
Plastic Tanks 16,232 19,632 20,746
--------- ------------------ ------------------
Total Sales $132,858 $150,385 $155,206
========= ================== ==================
4
Business Segments
ElectronicsElectronic Systems - Historically, the company's ElectronicsElectronic Systems
segment provided a variety of assemblies and controls to the U.S.United States
Department of Defense and other defensemilitary contractors. The company is expandinghas expanded
this segment's capabilities in contract electronics assemblyElectronics Manufacturing Services (EMS) for
commercial customers to offset a decline in defensemilitary contracts. Assemblies
manufactured by the ElectronicsElectronic Systems segment include communication,
environmental control, computer and other products where high quality is
critical.
Flow
control devices, used primarily for precision farming applications, are designed
and produced within this business segment. These devices are also used for
roadside and turf spraying. The company has developed new products for field
location control to expand the company's capabilities and support precision
farming in future years. The segment also builds and installs automated control
systems for use in feedmills.
4
Contract electronics assemblyEMS sales are made in response to competitive bid requests by
commercial customers and defensemilitary contractors. The level and nature of
competition varies with the type of product, but the company frequently competes
with a number of assemblyEMS manufacturers on any given bid request. The markets in
which the company participates are highly competitive, with customers having
many suppliers to choose from.
Flow Controls - Flow control devices, used primarily for precision
farming applications, are designed and produced within the company's Flow
Controls segment. These devices are also used for roadside and turf chemical
spraying. The company has developed new products for field location control,
chemical injection and global positioning (GPS) to expand the company's
capabilities and support precision application in future years.
Home office personnel sell flow control devices directly to original
equipment manufacturers(OEMs)and independent third-party distributors. Company sales representatives
sell automated systems directly to feedmills. AllThe
company's competitive advantage in this segment is product reliability, ease of
use, product availability and service after the product markets the
company participates in are competitive, with customers having a number of
suppliers from which to choose.
Plasticssale.
Engineered Films - Products in thisthe company's Engineered Films segment
include heavy-dutyrugged reinforced plastic sheeting for industrial, construction and
agricultural applications; fiberglass, polyethyleneapplications and
dual-laminate tanks for industrial and agricultural use; high altitude balloons for public and commercial
research.
The company's Glasstite operations were sold
in October of 1999. Glasstite was a manufacturer of pickup-truck toppers which
were sold in the small truck after market. This sale was an important part of
the company's plan for repositioning its business by disposing of its
non-strategic businesses.
The companysales force sells plastic sheeting to independent
third-party distributors in each of the various markets it serves. The company
extrudes a significant portion of the film converted for its commercial products
and believes it is one of the largest sheeting converters in the U.S.United States.
A number of suppliers of sheeting compete with Raven on both price and product
availability.
Home office personnel and manufacturer's representatives sell storage
tanks to OEMs and through distributors. Competition comes not only from many
other plastic tank manufacturers, butThis division also from manufacturers using other
materials (aluminum and steel). The company makes a number of custom fiberglass
and dual-laminate products, but polyethylene tanks tend to be commodity products
and subject to intense price competition.
The company sells high-altitude research balloons directly to
public agencies (usually funded by the National Aeronautics and Space
Administration) or commercial users. Demand for these products is small but
stable. Raven is the largest balloon supplier for high-altitude research in the
United States.
Sewn ProductsAerostar - The Sewn ProductsAerostar segment of the company produces and sells
outerwearspecialty apparel for a variety of recreational activities, including hunting and fishing.
This segment also manufactures sport balloons principally for
recreational use.Raven is the originator of modern hot-air ballooning and continues to be a
leader in design and technical expertise. Another major product is large inflatable devices, which enjoycustom-shaped
advertising inflatables that have a number of uses such asincluding parade floats and
advertising media. Recreational outerwearThe operations of the former Raven Sportswear Division have
been merged into its Aerostar subsidiary.
Specialty apparel is now entirely a contract business sold by home office
5
personnel to independent third-party distributors and catalog retailers. The company's
proprietary skiwear line was sold at the end of the fourth quarter of fiscal
2000 to reduce inventory, lower accounts receivable levels and improve cash
return on investment. There
are many outerwear manufacturers in the U.S.United States and abroad, and
considerable competition exists. The market for United States produced outerwear
is declining because labor costs outside the United States are significantly
below those incurred by domestic manufacturers. Within this shrinking market,
the company competes most successfully in the medium-to-higher priced range of
the market where specialty fabrics such as Gore-Tex(R) are involved, emphasizing
quality, service and manufacturing expertise.
5
The Sewn ProductsAerostar segment sells balloons through aan independent third-party
dealer network.
Raven is the originator of modern hot-air ballooning and continues to be a
leader in design and technical expertise. The company believes it has approximately 40 percentone-third of the
U.S.United States hot-air balloon market, although others are able to compete with
lower-cost products. InflatablesInflatable devices are sold directly to corporate customers
and are subject to varying levels of competition. Generally, the more customized
the product, the greater the company's market share.
Beta Raven - The Beta Raven segment produces and sells computerized
process-control systems primarily in the agriculture market and provides
electronics manufacturing services in industrial markets. Company sales
representatives sell computerized process-control systems directly to feedmills.
The EMS services are sold through competitive bids, competing with a number of
EMS manufacturers on any one bid.
Major Customer Information
No customer accounted for more than 10 percent of consolidated sales in
fiscal 20002001 or for more than 10 percent of the company's consolidated accounts
receivable at January 31, 2000.2001. However, the company sells sewn productsspecialty apparel to
several large customers. In fiscal 2000,2001, the top fivethree customers in the Sewn
ProductsAerostar
segment accounted for more than two-thirdshalf of that segment's sales. Although the loss
of these accounts would adversely affect profitability, the company believes that, overit
has positioned the long term, additionsegment to absorb the impact of new customers and sales
growth from existing customers would replace any lostdeclining sales.
Seasonality/Seasonal Working Capital Requirements
Some seasonality inseasonal demand exists for the company's outerwear products,
many of which are produced in spring/summer for summer/fall delivery. Most of
these sales carry net thirty day terms, although some winter-dated terms were
offered in the company's proprietary skiwear line. Sales to theFlow Control's agricultural market (flow controls, plastic tanks) also experience some seasonality, buildingmarket. The
Flow Controls Division builds product in the fall for winter/spring delivery.
Certain sales to agricultural customers offer spring dating terms for late fall
and early winter shipments. The resulting fluctuations in inventory and accounts
receivable balances may require, and have required, seasonal short-term
financing.
Financial Instruments
The principal financial instruments the company maintains are in
accounts receivable, notes receivable and long-term debt. The company believes that the interest
rate, credit and market risk related to these accounts is not significant. The
company manages the risk associated with these accounts through periodic reviews
of the carrying value for non-collectability of assets and establishment of
appropriate allowances in connection with the company's internal controls and
policies. The company does not enter into hedging or derivative instruments.
6
Raw Materials
The company obtains a wide variety of materials from numerous vendors.
Principal materials include numerous electronic components for the Electronics
segment,Electronic
Systems, Flow Controls and Beta Raven segments, various plastic resins for the
PlasticsEngineered Films segment and fabric for the Sewn
ProductsAerostar segment. The company has
not experienced any significant shortages or other problems in purchasing raw
materials to date, and alternative sources of supply are generally available.
However, predicting future material shortages and the related potential impact
on Raven is not possible.
6
Patents
The company owns a number of patents. However, Raven does not believe
that its business, as a whole, is materially dependent on any one patent or
related group of patents. It believes the successful manufacture and sale of its
products generally depend more upon its technical expertise and manufacturing
skills.
Research and Development
The business segments noted above conduct ongoing research and
development efforts. Most of the company's research and development expenditures
are directed toward new products in the ElectronicsFlow Controls and PlasticsBeta Raven segments.
Total company research and development costs are disclosed in Note 1 to the
Consolidated Financial Statements located on page 2726 of the Annual Report to
Shareholders, incorporated herein by reference.
Environmental Matters
Except as described below, the company believes that it is in
compliance in all material respects with applicable federal, state and local
environmental laws and regulations. Expenditures relating to compliance for
operating facilities incurred in the past have not significantly affected the
company's capital expenditures, earnings or competitive position.
In connection with the sale of substantially all of the assets of the
company's Glasstite, Inc. subsidiary, the company has agreed to assume
responsibility for the investigation and remediation of any pre-October 29, 1999
environmental contamination at the company's Glasstite pickup-truck topper
facility in Dunnell, Minnesota as required by the Minnesota Pollution Control
Agency (MPCA) or the U.S.United States Environmental Protection Agency (EPA).
Also, in connection with the sale of substantially all of the assets of
the company's Plastic Tank Division, the company has agreed to assume
responsibility for the investigation and remediation of any pre-August 28, 2000
environmental contamination at the property located at l813 E Avenue, Sioux
Falls, S.D. in accordance with the South Dakota Department of Environment and
Natural Resources (DENR).
The Companycompany and purchaserthe purchasers of the company's Glasstite subsidiary
and Plastic Tank division have conducted a preliminary environmental assessmentassessments
of the Company's
properties.properties used in these businesses. Although this assessment isthese assessments are still
being evaluated by the MPCA and DENR, respectively, on the basis of the
preliminary data available there is no reason to believe that any activities
which might be required as a result of the findings of the assessmentassessments will have
a material effect on the company's results of operations, financial position or
cash flow of the company. As
7
discussed in Note 4 to the company's Consolidated Financial Statements, located
on pagespage 28 and 29 of the Annual Report to Shareholders, incorporated herein by
reference, the company had accrued $150,000approximately $200,000 at January 31, 2000,2001,
its best estimate of probable costs to be incurred related to this matter.these matters.
Backlog
As of February 1, 2000,2001, the company's backlog of firm orders totaled
$44.9$38.2 million. Comparable backlogBacklog amounts as of February 1, 2000 and 1999 were $44.9
million and 1998 were $47.4 million, respectively. Backlog included in February 1, 2000
and $47.21999 attributable to sold businesses was $3.9 million respectively.in each year.
Approximately $3$4 million of the February 1, 20002001 backlog is not scheduled for
shipment by January 31, 2001.2002.
Employees
As of January 31, 2000,2001, the company had approximately 1100920 employees.
Following is a summary of employees consisting of 400 in the Electronics segment, 300 in the Plastics segment and
400 in the Sewn Products segment.by segment: Electronic Systems - 160; Flow
Controls - 140; Engineered Films - 140; Aerostar - 290; Beta Raven - 100,
Business for sale - 40, Administration - 50. Management believes its employee
relations are satisfactory.
7
Item 2. Properties
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All properties, unless otherwise indicated are owned by Raven.
Square Business
Location Feet Use Segments
- -------- ---- --- --------
Sioux Falls, SD 150,000 Corporate office and All
electronics manufacturing
73,300 Storage tank Plastics
manufacturing
68,400 Sewn products warehouse Sewn Products
62,300 Plastic sheeting Plastics
manufacturing
59,000 Plastic sheeting and hot- Plastics
air balloon manufacturing Sewn Products
31,400 Storage tank Plastics
manufacturing
27,000 Offices and material Sewn Products
handling facility
25,300 Inflatable manufacturing Sewn Products
24,000 Electronics manufacturing Electronics
10,200 Machine Shop Electronics
6,200 Training/meeting center All
31,214 Warehouse Plastics
Albertville, AL 49,600 Storage tank Plastics
manufacturing
Tacoma, WA *46,650 Storage tank Plastics
manufacturing
Sulphur Springs, TX *45,400 Research balloon Plastics
manufacturing
Springfield, OH 30,000 Plastic sheeting Plastics
manufacturing
Huron, SD 24,100 Sewing plant Sewn Products
Washington Court 21,500 Storage tank Plastics
House, OH manufacturing
St. Louis, MO 21,000 Electronics manufacturing Electronics
Gordo, AL *20,000 Feedmill automation Electronics
equipment manufacturing
8
Square Business
Location Feet Use Segments
- -------- ---- --- --------
Beresford, SD 20,000 Sewing plant Sewn Products
Madison, SD 20,000 Sewing plant Sewn Products
Salem, SD 15,000 Sewing plant Sewn Products
Parkston, SD 14,000 Sewing plant Sewn Products
Business
Location Square Feet Use Segments
-------- ----------- --- --------
Sioux Falls, SD 150,000 Corporate office and electronics All
manufacturing
62,300 Plastic sheeting manufacturing Engineered Films
59,000 Plastic sheeting and hot-air balloon Engineered Films
manufacturing Aerostar
27,400 Warehouse and shipping facility Aerostar
27,000 Offices and material handling facility Aerostar
25,300 Inflatable manufacturing Aerostar
24,000 Electronics manufacturing Electronics
10,200 Machine shop Flow Controls
6,200 Training/meeting center All
*21,100 Warehouse Engineered Films
*9,000 Warehouse Engineered Films
8
Tacoma, WA *46,650 Storage tank manufacturing Business for sale
Sulphur Springs, TX *45,400 Research balloon manufacturing Engineered Films
Springfield, OH 30,000 Plastic sheeting manufacturing Engineered Films
Huron, SD 24,100 Sewing plant Aeorstar
St. Louis, MO 21,000 Electronics manufacturing Beta Raven
Gordo, AL *20,000 Feedmill automation equipment manufacturing Beta Raven
Madison, SD 20,000 Sewing plant Aerostar
Parkston, SD 14,000 Sewing plant Aerostar
* Leased, short-term
Most of the company's manufacturing plants also serve as distribution centers
and contain offices for sales, engineering and manufacturing support staff. The
company believes that its properties are, in all material respects, in good
condition and are adequate to meet existing production needs. The company owns
6.95 acres of undeveloped land adjacent to the other owned property in Sioux
Falls which is available for expansion.
Item 3. Pending Legal Proceedings
- ------- -------------------------
The company is responsible for investigation and remediation of environmental
contamination at two of its sold facilities as described under "Environmental
Matters" on pages 7-8. In addition, the company is involved as a defendant in
lawsuits, claims or disputes arising in the normal course of its business. The
settlement of such claims cannot be determined at this time. Management believes
that any liability resulting from these claims will be substantially mitigated
by insurance coverage. Accordingly, management does not believe the ultimate
outcome of these matters will be significant to its results of operations,
financial position or cash flows.
9
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
There was no matter submitted during the fourth quarter to a vote of security
holders of the company.
Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
Item 10.4A. Executive Officers of the Registrant
- -------- ------------------------------------
Name Age Position
Period Served
---- --- --------
-------------
David A. Christensen 65Ronald M. Moquist 55 President and Chief April 1971 to present
Executive Officer
Gary L. Conradi 6061 Vice President, January 1980 to present
Administration
Thomas Iacarella 4647 Vice President August 1998 to present
Finance, Secretary
and
Treasurer
Ronald M. Moquist 54 Executive Vice January 1979 to present
PresidentChief Financial Officer
Each of the above named individuals serves at the pleasure of the Board of
Directors on a year-to-year basis.
9
Item 10. Executive Officers of the Registrant, continued:
Mr. Christensen has beenMoquist was named President and Chief Executive Officer of the
Company since April 1971. He is a Director of Northern States Power
Co., Minneapolis, MN, Medcomp Software, Inc., Colorado Springs, Co, and
Wells Fargo & Co., San Francisco, CA.
Mr. Conradi was named Vice President-Administration of Raven
Industries, Inc., on Junecompany effective August 1, 1999.2000. He served as Vice President-
Corporate Services from 1980 to 1999. From 1966 to 1980 he was the
company's Director of Personnel.
Mr. Iacarella has been Vice President-Finance, Secretary and
Treasurer of the company since 1998. He is the company's Chief
Financial Officer. He joined Raven Industries, as Corporate Controller
in 1991. Prior to joining Raven Industries, he held positions with
Tonka Corporation and Ernst & Young.
Mr. Moquist has been Executive Vice President of
Raven Industries, Inc., since 1985. from 1985 through July 2000. As Vice President, Raven
Industries, 1979-1985 his responsibilities encompassed both corporate and
divisional management positions. He joined Raven Industries in 1975 as Sales and
Marketing Manager.
Mr. Conradi was named Vice President-Administration of Raven
Industries, Inc., on June 1, 1999. He served as Vice President-Corporate
Services from 1980 to 1999. From 1966 to 1980 he was the company's Director of
Personnel.
Mr. Iacarella has been the company's Chief Financial Officer, Secretary
and Treasurer since 1998. He joined Raven Industries, as Corporate Controller,
in 1991. Prior to joining Raven Industries, he held positions with Tonka
Corporation and Ernst & Young, LLP.
Item 9. Changes In and Disagreements With Accountants on
- ------- -------------------------------------------------
Accounting and Financial Disclosure
-----------------------------------
None.
10
Item 14. Exhibits, Financial Statement Schedule and Reports on
- -------- -----------------------------------------------------
Form 8-K
--------
(a) Consolidated Financial Statements and Schedule
1. Incorporated by reference from the attached exhibit
containing the 20002001 Annual Report to Shareholders:
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statements of Stockholders' Equity
and Comprehensive Income
Consolidated Statement of Cash Flows
Notes to Financial Statements
Report of Independent Accountants
2. Included in Part II:
Report of Independent Accountants on Financial
Statement Schedule
Schedule II - Valuation and Qualifying Accounts
The following schedules are omitted for the reason thatas they are not applicable
or are not required: I, III and IV.
(b) Reports on Form 8-K
AnNo reports on Form 8-K waswere filed November 9, 1999 concerningduring the October 29,
1999 salefourth
quarter of the assets of the company's Glasstite subsidiary.year ended January 31, 2001.
(c) Exhibits filed
The following exhibits are filed as part of this report.
Exhibit
Number Description
------ -----------
3(a) Articles of Incorporation of Raven Industries,
Inc. and all amendments thereto.*
3(b) By-Laws of Raven Industries, Inc.*
10
Item 14. Exhibits, Financial Statement Schedule and Reports on Form
8-K, continued:
Exhibit
Number Description
------ -----------
3(c) Extract of Shareholders Resolution adopted on
April 7, 1962 with respect to the by-laws of
Raven Industries, Inc.*
10(a) Change in Control Agreement between Raven
Industries, Inc. and David A. Christensen
dated as of March 17, 1989.*
10(b) Change in Control Agreement between Raven
Industries, Inc. and Gary L. Conradi dated as
of March 17, 1989.*
10(c) Change in Control Agreement between Raven
Industries, Inc. and Ronald M. Moquist dated
as of March 17, 1989.*
11
Item 14. Exhibits, Financial Statement Schedule and
-------- -------------------------------------------
Reports on Form 8-K, continued:
-------------------------------
Exhibit
Number Description
------ -----------
10(d) Change in Control Agreement between Raven
Industries, Inc. and Thomas Iacarella dated as
of August 1, 1998 (incorporated by reference
to Exhibit 10.1 of the Company'scompany's Form 10-Q for
the quarter ended July 31, 1998).
10(e) Employment Agreement between Raven Industries,
Inc. and David A. Christensen dated as of
November 29, 1999.1999 (incorporated by reference
to Exhibit 10 (e) of the company's Form 10-K
for the year ended January 31, 2000).
10(f) Schedule identifying material details of other
Employment Agreements between Raven Industries, Inc. 2000 Stock Option and
other executive officers substantially identicalCompensation Plan adopted May 24, 2000
(incorporated by reference to Exhibit A to the
Employment Agreementcompany's definitive Proxy Statement filed
as Exhibit 10(e)April 19, 2000).
10(g) Raven Industries, Inc. 1990 Stock Option Plan adopted
January 30, 1990 (incorporated by reference to
Exhibit A to the Company'scompany's definitive Proxy
Statement filed April 25, 1990).
10(h) Deferred Compensation Plan between Raven
Industries, Inc. and David A. Christensen
dated as of February 1, 1997 (incorporated by
reference to Exhibit 10(h) of the Company'scompany's
Form 10-K for the year ended January 31,
1999).
10(i) Trust Agreement between Raven Industries, Inc.
and Norwest Bank South Dakota, N.A. dated
April 26, 1989.*
10(j) Employment Agreement between Raven Industries,
Inc. and Ronald M. Moquist dated as of
November 29, 1999.
10(k) Schedule identifying material details of other
Employment Agreements between Raven
Industries, Inc. and other executive officers
substantially identical to the Employment
Agreement filed as Exhibit 10(j).
10(l) Schedule A to Employment Agreement between
Raven Industries, Inc. and Ronald M. Moquist
dated as of November 14, 2000.
13 20002001 Annual Report to Shareholders (only those
portions specifically incorporated herein by
reference shall be deemed filed with the
Commission).
12
Item 14. Exhibits, Financial Statement Schedule and
-------- -------------------------------------------
Reports on Form 8-K, continued:
-------------------------------
Exhibit
Number Description
------ -----------
21 Subsidiaries of the Registrant.Registrant (incorporated
by reference to Exhibit 21 of the company's
Form 10-K for the year ended January 31,
2000).
23 Consent of Independent Accountants.
27 Financial Data Schedule.
* Incorporated by reference to corresponding Exhibit Number of the
Company'scompany's Form 10-K for the year ended January 31, 1989.
1113
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
RAVEN INDUSTRIES, INC.
(Registrant)
April 28, 200026, 2001 By: /S/ David A. ChristensenRonald M. Moquist
- ----------------------- -----------------------------------------------------------------
Date David A. ChristensenRonald M. Moquist
President (Principal Executive
Officer and Director)
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant has duly caused this report to be signedand in the capacities and on its behalf by the undersigned, thereunto duly authorized.dates indicated.
April 28, 200026, 2001 By: /S/ David A. ChristensenRonald M. Moquist
- ----------------------- ----------------------------------------------------------------
Date David A. ChristensenRonald M. Moquist
President (Principal Executive
Officer and Director)
April 28, 200026, 2001 /S/ Thomas Iacarella
- ----------------------- ----------------------------------------------------------------
Date Thomas Iacarella
Vice President Finance,
Secretary and Treasurer
(PrincipalChief Financial
Officer(Principal Financial and
Accounting Officer)
Directors:
April 28, 200026, 2001 /S/ Conrad J. Hoigaard
- ----------------------- ----------------------------------------------------------------
Date Conrad J. Hoigaard
April 28, 200026, 2001 /S/ Ronald M. Moquist
-David A. Christensen
----------------------- ----------------------------------------------------------------
Date Ronald M. MoquistDavid A. Christensen
April 28, 200026, 2001 /S/ Mark E. Griffin
- ----------------------- ----------------------------------------------------------------
Date Mark E. Griffin
April 28, 200026, 2001 /S/ Kevin T. Kirby
- ----------------------- ----------------------------------------------------------------
Date Kevin T. Kirby
April 28, 200026, 2001 /S/ Anthony W. Bour
- ----------------------- ----------------------------------------------------------------
Date Anthony W. Bour
April 28, 200026, 2001 /S/ Thomas S. Everist
- ----------------------- ----------------------------------------------------------------
Date Thomas S. Everist
1214
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of Raven Industries, Inc.:
Our audits of the consolidated financial statements referred to in our
report dated March 11, 200013, 2001 appearing in the 20002001 Annual Report to Stockholders
of Raven Industries, Inc. (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the financial statement schedule listed in Item 14(a)22. of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 11, 2000
13, 2001
15
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended January 31, 2001, 2000 1999 and 19981999
(Dollars in thousands)
------------------
Column A Column B Column C Column D Column E
-------- ---------- -------------------------------------------------- ----------- --------
Additions
--------------------------------------------------
Balance at Charged to Charged to Deductions
Beginning Costs and Other From Balance at
Description of Year Expenses Accounts Reserves(1) End of Year
----------- ---------- ---------- ----------- ----------- -------- -----------
Deducted in the balance sheet
from the asset to which it applies:
Allowance for doubtful
accounts:
Year ended January 31, 20002001 $400 $362$552 None $362$552 $400
==== ==== ==== ====
Year ended January 31, 1999 $390 $1352000 $400 $362 None $125$362 $400
==== ==== ==== ====
Year ended January 31, 1998 $340 $1931999 $390 $135 None $143 $390$125 $400
==== ==== ==== ====
Note:
- ---------
(1) Represents uncollectible accounts receivable written off during the
year, net of recoveries.
14
16