UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~July~~October 31, 2018



o		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: 001-07982

RAVEN INDUSTRIES ~~INC.~~INC

(Exact name of registrant as specified in its charter)



South Dakota (State or other jurisdiction of incorporation or organization)		46-0246171 (I.R.S. Employer Identification No.)

205 East 6th Street, P.O. Box 5107, Sioux Falls, SD 57117-5107

(Address of principal executive offices)

(605) 336-2750

(Registrant’s telephone number including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark 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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of ~~August 17,~~November 26, 2018 there were ~~35,902,427~~35,956,251 shares of common stock, $1 par value, of Raven Industries, Inc. outstanding. There were no other classes of stock outstanding.

RAVEN INDUSTRIES, INC.

INDEX



	PAGE

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:
Consolidated Balance Sheets (unaudited)	3
Consolidated Statements of Income and Comprehensive Income (unaudited)	4
Consolidated Statements of Shareholders' Equity (unaudited)	5
Consolidated Statements of Cash Flows (unaudited)	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	1920
Item 3. Quantitative and Qualitative Disclosures about Market Risks	2830
Item 4. Controls and Procedures	2930

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	2931
Item 1A. Risk Factors	2931
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2931
Item 3. Defaults Upon Senior Securities	2931
Item 4. Mine Safety Disclosures	3031
Item 5. Other Information	3031
Item 6. Exhibits	3032
Signatures	3133

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RAVEN INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(dollars and shares in thousands, except per-share data)	July 31, 2018			January 31, 2018			October 31, 2018			January 31, 2018
ASSETS
Current assets
Cash and cash equivalents	$	65,439		$	40,535		$	68,693		$	40,535
Accounts receivable, net	61,348			58,532			66,166			58,532
Inventories	55,993			55,351			53,229			55,351
Other current assets	5,372			5,861			6,474			5,861
Total current assets	188,152			160,279			194,562			160,279

Property, plant and equipment, net	106,716			106,280			106,499			106,280
Goodwill	46,438			46,710			46,349			46,710
Amortizable intangible assets, net	11,772			10,584			11,407			10,584
Other assets	2,837			2,950			2,909			2,950
TOTAL ASSETS	$	355,915		$	326,803		$	361,726		$	326,803

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	14,882		$	13,106		$	12,149		$	13,106
Accrued liabilities	21,875			21,946			21,432			21,946
Other current liabilities	733			1,890			1,545			1,890
Total current liabilities	37,490			36,942			35,126			36,942

Other liabilities	16,315			13,795			17,091			13,795

Commitments and contingencies (see Note 11)	—			—			—			—

Shareholders' equity
Common stock, $1 par value, authorized shares 100,000; issued 67,229 and 67,124, respectively	67,229			67,124
Common stock, $1 par value, authorized shares 100,000; issued 67,285 and 67,124, respectively							67,285			67,124
Paid-in capital	59,489			59,143			58,832			59,143
Retained earnings	279,438			252,772			287,745			252,772
Accumulated other comprehensive income (loss)	(3,702		)	(2,573		)	(4,033		)	(2,573		)
Treasury stock at cost, 31,332 and 31,332 shares, respectively	(100,402		)	(100,402		)	(100,402		)	(100,402		)
Total Raven Industries, Inc. shareholders' equity	302,052			276,064			309,427			276,064
Noncontrolling interest	58			2			82			2
Total equity	302,110			276,066			309,509			276,066
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	355,915		$	326,803		$	361,726		$	326,803

The accompanying notes are an integral part of the unaudited consolidated financial statements.

RAVEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
(dollars in thousands, except per-share data)	July 31, 2018			July 31, 2017			July 31, 2018			July 31, 2017			October 31, 2018			October 31, 2017			October 31, 2018			October 31, 2017
Net sales	$	102,684		$	86,610		$	213,813		$	180,145		$	104,833		$	101,349		$	318,646		$	281,494
Cost of sales	68,076			60,097			139,207			121,676			72,180			68,016			211,387			189,692
Gross profit	34,608			26,513			74,606			58,469			32,653			33,333			107,259			91,802

Research and development expenses	6,151			4,256			11,436			8,236			6,478			4,083			17,914			12,319
Selling, general, and administrative expenses	11,828			10,557			25,010			20,055			12,563			11,421			37,573			31,476
Long-lived asset impairment loss	—			—			—			259			—			—			—			259
Operating income	16,629			11,700			38,160			29,919			13,612			17,829			51,772			47,748

Other (expense) income, net	(139		)	(63		)	5,540			(293		)
Other income (expense), net													674			(34		)	6,214			(327		)
Income before income taxes	16,490			11,637			43,700			29,626			14,286			17,795			57,986			47,421

Income tax expense	2,769			3,403			7,832			9,044			1,230			5,798			9,062			14,842
Net income	13,721			8,234			35,868			20,582			13,056			11,997			48,924			32,579

Net income (loss) attributable to the noncontrolling interest	44			(1		)	56			(1		)	24			(1		)	80			(2		)

Net income attributable to Raven Industries, Inc.	$	13,677		$	8,235		$	35,812		$	20,583		$	13,032		$	11,998		$	48,844		$	32,581

Net income per common share:
─ Basic	$	0.38		$	0.23		$	1.00		$	0.57		$	0.36		$	0.33		$	1.36		$	0.90
─ Diluted	$	0.38		$	0.23		$	0.98		$	0.56		$	0.36		$	0.33		$	1.34		$	0.89

Cash dividends paid per common share	$	0.13		$	0.13		$	0.26		$	0.26

Comprehensive income (loss):
Net income	$	13,721		$	8,234		$	35,868		$	20,582		$	13,056		$	11,997		$	48,924		$	32,579

Other comprehensive income (loss):
Foreign currency translation	(357		)	810			(837		)	822			(325		)	(185		)	(1,162		)	637
Postretirement benefits, net of income tax benefit of $2, $3, $4 and $7 respectively	(6		)	(7		)	(12		)	(13		)
Postretirement benefits, net of income tax benefit of $2, $4, $6 and $11 respectively													(6		)	(6		)	(18		)	(19		)
Other comprehensive income (loss), net of tax	(363		)	803			(849		)	809			(331		)	(191		)	(1,180		)	618

Comprehensive income	13,358			9,037			35,019			21,391			12,725			11,806			47,744			33,197

Comprehensive income (loss) attributable to noncontrolling interest	44			(1		)	56			(1		)	24			(1		)	80			(2		)

Comprehensive income attributable to Raven Industries, Inc.	$	13,314		$	9,038		$	34,963		$	21,392		$	12,701		$	11,807		$	47,664		$	33,199

The accompanying notes are an integral part of the unaudited consolidated financial statements.

RAVEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(unaudited)


	td Par Common Stock		Paid-in Capital			Treasury Stock				Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Raven Industries, Inc. Equity			Non- controlling Interest			Total Equity			td Par Common Stock		Paid-in Capital			Treasury Stock				Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Raven Industries, Inc. Equity			Non- controlling Interest			Total Equity
(dollars in thousands, except per-share amounts)						Shares	Cost																							Shares	Cost
Balance January 31, 2017	$	67,060	$	55,795		30,984	$	(90,402	)	$	230,649		$	(3,676	)	$	259,426		$	5		$	259,431		$	67,060	$	55,795		30,984	$	(90,402	)	$	230,649		$	(3,676	)	$	259,426		$	5		$	259,431
Net income	—		—			—	—			20,583			—			20,583			(1		)	20,582			—		—			—	—			32,581			—			32,581			(2		)	32,579
Other comprehensive income (loss):
Cumulative foreign currency translation adjustment	—		—			—	—			—			822			822			—			822			—		—			—	—			—			637			637			—			637
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax benefit of $7	—		—			—	—			—			(13		)	(13		)	—			(13		)
Cash dividends ($0.26 per share)	—		109			—	—			(9,493		)	—			(9,384		)	—			(9,384		)
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax benefit of $11																									—		—			—	—			—			(19		)	(19		)	—			(19		)
Cash dividends ($0.39 per share)																									—		164			—	—			(14,196		)	—			(14,032		)	—			(14,032		)
Shares issued on stock options exercised, net of shares withheld for employee taxes	12		(160		)	—	—			—			—			(148		)	—			(148		)	13		(170		)	—	—			—			—			(157		)	—			(157		)
Shares issued on vesting of stock units, net of shares withheld for employee taxes	11		(162		)	—	—			—			—			(151		)	—			(151		)	11		(162		)	—	—			—			—			(151		)	—			(151		)
Director shares issued	4		(4		)	—	—			—			—			—			—			—			4		(4		)	—	—			—			—			—			—			—
Shares repurchased																									—		—			348	(10,000		)	—			—			(10,000		)	—			(10,000		)
Share-based compensation	—		1,932			—	—			—			—			1,932			—			1,932			—		2,861			—	—			—			—			2,861			—			2,861
Balance July 31, 2017	$	67,087	$	57,510		30,984	$	(90,402	)	$	241,739		$	(2,867	)	$	273,067		$	4		$	273,071
Balance October 31, 2017																									$	67,088	$	58,484		31,332	$	(100,402	)	$	249,034		$	(3,058	)	$	271,146		$	3		$	271,149


Balance January 31, 2018	$	67,124	$	59,143		31,332	$	(100,402	)	$	252,772		$	(2,573	)	$	276,064		$	2		$	276,066		$	67,124	$	59,143		31,332	$	(100,402	)	$	252,772		$	(2,573	)	$	276,064		$	2		$	276,066
Net income	—		—			—	—			35,812			—			35,812			56			35,868			—		—			—	—			48,844			—			48,844			80			48,924
Other comprehensive income (loss):
Cumulative foreign currency translation adjustment	—		—			—	—			—			(837		)	(837		)	—			(837		)	—		—			—	—			—			(1,162		)	(1,162		)	—			(1,162		)
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax benefit of $4	—		—			—	—			—			(12		)	(12		)	—			(12		)
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax benefit of $6																									—		—			—	—			—			(18		)	(18		)	—			(18		)
Reclassification due to ASU 2018-02 adoption	—		—			—	—			280			(280		)	—			—			—			—		—			—	—			280			(280		)	—			—			—
Cash dividends ($0.26 per share)	—		100			—	—			(9,426		)	—			(9,326		)	—			(9,326		)
Cash dividends ($0.39 per share)																									—		151			—	—			(14,151		)	—			(14,000		)	—			(14,000		)
Shares issued on stock options exercised, net of shares withheld for employee taxes	42		(721		)	—	—			—			—			(679		)	—			(679		)	113		(2,748		)	—	—			—			—			(2,635		)	—			(2,635		)
Shares issued on vesting of stock units, net of shares withheld for employee taxes	63		(1,314		)	—	—			—			—			(1,251		)	—			(1,251		)	48		(822		)	—	—			—			—			(774		)	—			(774		)
Share-based compensation	—		2,281			—	—			—			—			2,281			—			2,281			—		3,108			—	—			—			—			3,108			—			3,108
Balance July 31, 2018	$	67,229	$	59,489		31,332	$	(100,402	)	$	279,438		$	(3,702	)	$	302,052		$	58		$	302,110
Balance October 31, 2018																									$	67,285	$	58,832		31,332	$	(100,402	)	$	287,745		$	(4,033	)	$	309,427		$	82		$	309,509

The accompanying notes are an integral part of the unaudited consolidated financial statements.

RAVEN INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended						Nine Months Ended
(dollars in thousands)	July 31, 2018			July 31, 2017			October 31, 2018			October 31, 2017
OPERATING ACTIVITIES:
Net income	$	35,868		$	20,582		$	48,924		$	32,579
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,401			7,184			11,273			10,985
Change in fair value of acquisition-related contingent consideration	403			145			585			198
Long-lived asset impairment loss	—			259			—			259
Loss from equity investment	—			154			—			247
Gain from sale of equity method investment	(5,785		)	—			(5,785		)	—
Deferred income taxes	(439		)	(942		)	869			(1,035		)
Share-based compensation expense	2,281			1,932			3,108			2,861
Other operating activities, net	(1,987		)	174			(2,327		)	868
Change in operating assets and liabilities:
Accounts receivable	(2,982		)	(3,279		)	(11,456		)	(8,160		)
Inventories	(792		)	(8,466		)	1,932			(9,213		)
Other assets	74			(1,257		)	428			(897		)
Operating liabilities	4,610			3,375			4,757			2,142
Net cash provided by operating activities	38,652			19,861			52,308			30,834

INVESTING ACTIVITIES:
Capital expenditures	(6,853		)	(5,223		)	(10,421		)	(7,003		)
Payments related to business acquisitions							—			(12,700		)
Proceeds from sale or maturity of investments	6,668			250			7,334			250
Purchases of investments	(164		)	(255		)	(502		)	(255		)
Proceeds (disbursements) from sale of assets, settlement of liabilities	832			(344		)	832			(333		)
Other investing activities	(1,971		)	(17		)	(2,042		)	(36		)
Net cash used in investing activities	(1,488		)	(5,589		)	(4,799		)	(20,077		)

FINANCING ACTIVITIES:
Dividends paid	(9,326		)	(9,384		)	(14,000		)	(14,032		)
Payments for common shares repurchased							—			(10,000		)
Payments of acquisition-related contingent liability	(499		)	(320		)	(1,220		)	(364		)
Restricted stock units vested and issued	(679		)	(151		)	(774		)	(151		)
Employee stock option exercises	(1,251		)	(148		)	(2,635		)	(157		)
Other financing activities	(102		)	—			(151		)	—
Net cash used in financing activities	(11,857		)	(10,003		)	(18,780		)	(24,704		)

Effect of exchange rate changes on cash	(403		)	280			(571		)	172

Net increase in cash and cash equivalents	24,904			4,549
Net increase (decrease) in cash and cash equivalents							28,158			(13,775		)
Cash and cash equivalents at beginning of year	40,535			50,648			40,535			50,648
Cash and cash equivalents at end of period	$	65,439		$	55,197		$	68,693		$	36,873

The accompanying notes are an integral part of the unaudited consolidated financial statements.

(dollars in thousands, except per-share amounts)

RAVEN INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(dollars in thousands, except per-share amounts)

(1) BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

Raven Industries, Inc. (the Company or Raven) is a diversified technology company providing a variety of products to customers within the agricultural, aerospace/defense, construction, geomembrane, industrial, and stratospheric balloon markets. The Company is comprised of three unique operating units, or divisions, classified into reportable segments: Applied Technology, Engineered Films, and Aerostar.

The accompanying interim unaudited consolidated financial statements, which includes the accounts of Raven and its wholly-owned or controlled subsidiaries, net of intercompany balances and transactions, has been prepared by the Company in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, these financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present this financial information have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2018.

Financial results for the interim three- and ~~six-month~~nine-month periods ended ~~July~~October 31, 2018 are not necessarily indicative of the results that may be expected for the year ending January 31, 2019. The January 31, 2018 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required in an annual report on Form 10-K. Preparing financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Noncontrolling interests represent capital contributions, income and loss attributable to the owners of less than wholly-owned consolidated entities. The Company owns a 75% interest in an entity consolidated under the Aerostar business segment. Given the Company's controlling financial interest, the accounts of the business venture have been consolidated with the accounts of the Company, and a noncontrolling interest has been recorded for the noncontrolling investor interest in the net assets and operations of the business venture.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to the Company's significant accounting policies as described in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2018 other than described in the Accounting Standards Adopted section below.

Accounting Pronouncements

Accounting Standards Adopted

In the fiscal 2019 first quarter, the Company early adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2018-02, "Income ~~Statement - Reporting~~Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (ASU 2018-02) issued in February 2018. The amendments in this guidance allow for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (TCJA). Consequently, the amendments eliminate the stranded tax effects resulting from the TCJA and are intended to improve the usefulness of information reported. The Company elected to apply the amendments in the period of adoption. The Company recorded a $280 reclassification entry for the stranded tax effects in Accumulated Other Comprehensive Income related to Raven's post-retirement plan further disclosed in the Company's Annual Report in the Form 10-K filed March 23, 2018. The impact of the reclassification is reported as "Reclassification due to ASU 2018-02 adoption" in the Consolidated Statements of Shareholders' Equity.

In the fiscal 2019 first quarter when it became effective, the Company adopted FASB ASU No. 2017-09, ~~"Compensation - Stock~~"Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting" (ASU 2017-09) on a prospective basis. The guidance amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Topic 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards as equity instruments or liability instruments are the same immediately before and after the modification

(dollars in thousands, except per-share amounts)

to the award. The Company did not modify any of its outstanding awards during the ~~six-month~~nine-month period ended ~~July~~October 31, 2018; therefore, the adoption of this guidance had no impact on its consolidated financial statements, results of operations, or disclosures.

In the fiscal 2019 first quarter when it became effective, the Company adopted, the FASB ASU No. 2017-07, ~~"Compensation - Retirement~~"Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Postretirement Benefit Cost" (ASU 2017-07). The guidance clarifies where the cost components of the net benefit cost should be reported in the income statement and it allows only the service cost to be capitalized. The adoption of this guidance resulted in $7 and ~~$14~~$21 of the net periodic benefit cost being reported as a charge to operating income and $71 and ~~$142~~$213 reported as a charge to non-operating income (expense) for the three- and ~~six-months~~nine-months ended ~~July~~October 31, 2018, respectively. The classification of this charge on the Consolidated Statements of Income and Comprehensive Income is described in Note 8 Employee Retirement Benefits in the Notes to the Consolidated Financial Statements. The net periodic benefit cost for the prior fiscal year was not material.

In the fiscal 2019 first quarter when it became effective, the Company adopted FASB ASU 2016-16, "Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other Than Inventory" (ASU 2016-16). Previous GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This prohibition on recognition is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP. This new guidance eliminates the exception for an intra-entity transfer of an asset other than inventory. The Company did not have any intra-entity transfers of assets impacted by this guidance, as such the adoption of this guidance had no impact on its consolidated financial statements, results of operations, or disclosures.

In the fiscal 2019 first quarter when it became effective, the Company adopted FASB ASU 2016-15, "Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments" (ASU 2016-15). The specific classification issues clarified in the guidance either were not applicable to the Company or are consistent with how the Company previously classified them, therefore the adoption of this guidance had no impact on its consolidated financial statements, results of operations, or disclosures.

In the fiscal 2019 first quarter when it became effective, the Company adopted FASB ASU No. 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" (ASU 2016-01). The updated accounting guidance requires equity securities to be measured at fair value with changes in the fair value recognized through net income. An entity’s equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this update. The impacted financial instruments held at the time of adoption were not material, as such, the adoption of this guidance and the subsequent changes to Subtopic 825-10 in ASU 2018-03 "Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," did not have a material impact on the Company's consolidated financial statements, results of operations, or disclosures.

In the fiscal 2019 first quarter, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09). ASU 2014-09 provides a comprehensive new recognition model that requires recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration which a company expects to receive in exchange for those goods or services. This guidance supersedes the revenue recognition requirements in FASB ASC Topic 605, "Revenue Recognition," and most industry-specific guidance. ASU 2014-09 defines a five-step process to achieve this core principle. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The Company adopted ASU 2014-09 on a modified retrospective basis. The comparative historical information has not been adjusted and continues to be reported under ASC Topic 605 as previously presented. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements or results of operations as of the adoption date and for the three- or ~~six~~nine months ended ~~July~~October 31, 2018 as a significant majority of our sales revenue is recognized when products are shipped from our manufacturing facilities. As part of our adoption of ASU 2014-09 we have elected the following practical expedients: modified retrospective basis was applied for all contracts that were not completed as of February 1, 2018; shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are considered fulfillment costs included within cost of sales; and taxes that are collected by the Company from a customer, which are assessed by governmental authorities that are both imposed upon and concurrent with a specific revenue-producing transaction, are excluded from revenues. Additional disclosures related to the revenues arising from contracts with customers as required by Topic 606 are included in Note 5 Revenue.

New Accounting Standards Not Yet Adopted

In August 2018, the FASB issued ASU No. 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20):Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans" (ASU 2018-14). The amendments in ASU 2018-14 modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. Early adoption is permitted and the amendments should be applied retrospectively to all

(dollars in thousands, except per-share amounts)

periods presented. The Company is evaluating this guidance, as it relates to its defined benefit post-retirement plan, to determine if it will elect to early adopt ASU 2018-14 in fiscal 2019. The amendments in ASU 2018-14 are disclosure-related only, as such the Company does not expect this new guidance to have a significant impact on the balances reported in the Company's consolidated financial statements or its note disclosures.

In August 2018 the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement" (ASU 2018-13). The amendments in ASU 2018-13 remove, modify and add disclosures for companies required to make disclosures about recurring or nonrecurring fair value measurements under Topic 820. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption of this guidance is permitted, however the Company has the option to delay the adoption of the additional disclosures required until the effective date. Certain amendments in this guidance are required to be applied prospectively and others are to be applied retrospectively. The Company is evaluating the amendments in ASU 2018-13 to determine when it will adopt this guidance and the impact the guidance will have on the Company's disclosures for assets and liabilities reported at fair value on a recurring or nonrecurring basis.

In February 2016 the FASB issued ASU No. 2016-02, "Leases (Topic 842)" (ASU 2016-02). The primary difference between previous GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The guidance requires a lessee to recognize a lease liability (to make lease payments) and a right-of-use asset (representing its right to use the underlying asset for the lease term) on the balance sheet with terms greater than 12 months. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. In July 2018 the FASB amended Topic 842 to provide entities additional guidance on transition to adopt using either a modified retrospective approach for leases

~~(dollars in thousands, except per-share amounts)~~

that exist upon adoption and in the comparative periods presented, or an optional approach to initially apply the new lease guidance upon the adoption date without adjusting the comparative periods presented. The Company will adopt this guidance in the first quarter of fiscal 2020 using the modified retrospective approach to apply the new lease guidance without adjusting the comparative periods presented. The Company is ~~currently~~in its final stages of evaluating the ~~method and~~ impact the ~~adoption~~standard will have on its consolidated financial statements, results of operations, and disclosures.

(dollars in thousands, except per-share amounts)

(3) SELECTED BALANCE SHEET INFORMATION

Following are the components of selected items from the Consolidated Balance Sheets:


	July 31, 2018			January 31, 2018			October 31, 2018			January 31, 2018
Accounts receivable, net:
Trade accounts	$	59,138		$	57,063		$	64,942		$	57,063
Unbilled receivables	3,167			2,447			1,967			2,447
Allowance for doubtful accounts	(957		)	(978		)	(743		)	(978		)
	$	61,348		$	58,532		$	66,166		$	58,532
Inventories:
Finished goods	$	6,709		$	8,054		7,191			8,054
In process	1,406			961			1,040			961
Materials	47,878			46,336			44,998			46,336
	$	55,993		$	55,351		$	53,229		$	55,351
Other current assets:
Insurance policy benefit	$	714		$	759		574			759
Income tax receivable	16			1,397			1,370			1,397
Receivable from sale of investment	1,055			—			1,055			—
Prepaid expenses and other	3,587			3,705			3,475			3,705
	$	5,372		$	5,861		$	6,474		$	5,861
Property, plant and equipment, net:
Land	$	3,234		$	3,234		$	3,234		$	3,234
Buildings and improvements	81,092			80,299			81,191			80,299
Machinery and equipment	155,515			149,847			157,570			149,847
Accumulated depreciation	(133,482		)	(127,523		)	(135,804		)	(127,523		)
	106,359			105,857			106,191			105,857
Property, plant and equipment subject to capital leases:
Machinery and equipment	510			488			510			488
Accumulated amortization for capitalized leases	(153		)	(65		)	(202		)	(65		)
	$	106,716		$	106,280		$	106,499		$	106,280
Other assets:
Equity investments	$	175		$	1,955		$	249		$	1,955
Deferred income taxes	20			19			19			19
Other	2,642			976			2,641			976
	$	2,837		$	2,950		$	2,909		$	2,950
Accrued liabilities:
Salaries and related	$	5,759		$	9,409		$	6,543		$	9,409
Benefits	4,045			4,225			4,314			4,225
Insurance obligations	2,488			1,992			2,626			1,992
Warranties	1,137			1,163			851			1,163
Income taxes	1,667			226			549			226
Other taxes	1,357			1,880			1,568			1,880
Acquisition-related contingent consideration	1,709			1,036			1,764			1,036
Other	3,713			2,015			3,217			2,015
	$	21,875		$	21,946		$	21,432		$	21,946
Other liabilities:
Postretirement benefits	$	8,260		$	8,264		$	8,246		$	8,264
Acquisition-related contingent consideration	1,241			2,010			647			2,010
Deferred income taxes	168			615			1,472			615
Uncertain tax positions	2,636			2,634			2,637			2,634
Other	4,010			272			4,089			272
	$	16,315		$	13,795		$	17,091		$	13,795

(dollars in thousands, except per-share amounts)

(4) NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted average common shares and fully vested stock units outstanding. Diluted net income per share is computed by dividing net income by the weighted average common and common equivalent shares outstanding which includes the shares issuable upon exercise of employee stock options (net of shares assumed purchased with the option proceeds), stock units, and restricted stock units outstanding. Performance share awards are included in the diluted calculation based upon what would be issued if the end of the most recent reporting period was the end of the term of the award.

Certain outstanding options and restricted stock units were excluded from the diluted net income per-share calculations because their effect would have been anti-dilutive under the treasury stock method. The options and restricted stock units excluded from the diluted net income per-share share calculation were as follows:

Three Months Ended Six Months Ended
July 31,
2018 July 31,
2017 July 31,
2018 July 31,
2017
Anti-dilutive options and restricted stock units 55,810 209,400 36,384 409,136



	Three Months Ended		Nine Months Ended
	October 31, 2018	October 31, 2017	October 31, 2018	October 31, 2017
Anti-dilutive options and restricted stock units	—	338,244	50,699	385,157

The computation of earnings per share is presented below:


	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	July 31, 2018		July 31, 2017		July 31, 2018		July 31, 2017		October 31, 2018		October 31, 2017		October 31, 2018		October 31, 2017
Numerator:
Net income attributable to Raven Industries, Inc.	$	13,677	$	8,235	$	35,812	$	20,583	$	13,032	$	11,998	$	48,844	$	32,581

Denominator:
Weighted average common shares outstanding	35,893,132		36,096,048		35,859,614		36,088,095		35,952,688		35,829,880		35,890,638		36,002,024
Weighted average fully vested stock units outstanding	102,339		109,146		95,027		103,966		104,649		109,558		98,235		105,830
Denominator for basic calculation	35,995,471		36,205,194		35,954,641		36,192,061		36,057,337		35,939,438		35,988,873		36,107,854

Weighted average common shares outstanding	35,893,132		36,096,048		35,859,614		36,088,095		35,952,688		35,829,880		35,890,638		36,002,024
Weighted average fully vested stock units outstanding	102,339		109,146		95,027		103,966		104,649		109,558		98,235		105,830
Dilutive impact of stock options and restricted stock units	429,409		348,795		455,595		322,661		414,542		380,997		450,429		369,339
Denominator for diluted calculation	36,424,880		36,553,989		36,410,236		36,514,722		36,471,879		36,320,435		36,439,302		36,477,193

Net income per share ─ basic	$	0.38	$	0.23	$	1.00	$	0.57	$	0.36	$	0.33	$	1.36	$	0.90
Net income per share ─ diluted	$	0.38	$	0.23	$	0.98	$	0.56	$	0.36	$	0.33	$	1.34	$	0.89

(5) REVENUE

Nature of goods and services

The Company is comprised of three unique operating divisions, classified into reportable segments: Applied Technology (ATD), Engineered Films (EFD), and Aerostar (AERO). The following is a description of principal activities, separated by reportable segment, from which the Company generates revenue. Note that service revenues are not material and are not separately disclosed. Furthermore, the Company acts as a principal in transactions and recognizes revenue on a gross basis for which we are entitled from our customers.

Applied Technology

Applied Technology designs, manufactures, sells, and services innovative precision agriculture products and information management tools, which are collectively referred to as precision agriculture equipment, that help growers reduce costs, more precisely control inputs, and improve crop yields for the global agriculture market. Customers can purchase precision agriculture equipment individually or in large quantities. For purchases made in large quantities, the Company accounts for each piece of equipment separately, as each is a distinct performance obligation from which the customer derives benefit. The stand-alone selling prices are determined based on the prices at which the Company charges other customers for similar products in similar circumstances. Kits or bundles, which can consist of various pieces of equipment, are shipped together and therefore allocation

(dollars in thousands, except per-share amounts)

of transaction price does not impact timing of revenue recognition. In the normal course of business the customer agrees to a stated price that does not vary upon purchase and revenue is recognized when control has transferred to the customer.

~~(dollars in thousands, except per-share amounts)~~

Engineered Films

Engineered Films manufactures high performance plastic films and sheeting for geomembrane, agricultural, construction, and industrial applications. Engineered Films' ability to develop value-added innovative products is expanded by its fabrication, conversion, and installation capabilities. Plastic film and sheeting can be purchased separately or together with installation services. The majority of transactions within Engineered Films are considered non-customized product-only sales. The Company accounts for each product separately, as each is a distinct performance obligation from which the customer derives benefit. The stand-alone selling prices are determined based on the prices at which the Company charges other customers for similar products in similar circumstances. In the normal course of business the customer agrees to a stated price that does not vary upon purchase and revenue is recognized when control has transferred to the customer.

The remaining transactions within Engineered Films are related to installation and/or customized product sales. Installation revenues are recognized over time using the cost incurred input method (i.e., costs incurred to date relative to total estimated costs at completion) because of continuous transfer of control to our customers. For customized product-only sales, the Company recognizes revenue over time by applying an output method, such as units delivered, to measure progress.

Aerostar

Aerostar serves the aerospace/defense and stratospheric balloon markets. Aerostar designs and manufactures proprietary products including high-altitude (stratospheric) balloon systems, and tethered aerostats, which are collectively referred to as lighter-than-air products, and offers radar processing systems and related services. These products can be integrated with additional third-party sensors to provide research, communications, and situational awareness capabilities to governmental and commercial customers. Aerostar pursues product and support services contracts with agencies and instrumentalities of the U.S. government. Product sales to customers for which we do not continuously transfer control are recognized based on a point-in-time. Contracts with customers which include elements of service, and are considered to be single performance obligations, are recognized over time. The stand-alone selling prices are determined based on the prices at which the Company charges other customers for similar products or services in similar circumstances. In the normal course of business the customer agrees to a stated price that does not vary upon purchase. For revenues recognized at a point-in-time, the Company recognizes revenue when control has transferred to the customer. Certain lighter-than-air contracts are recognized over time using the cost incurred input method. The remaining transactions are recognized over time applying an output method, such as units delivered, to measure progress.

Disaggregation of Revenues

In the following table, revenue is disaggregated by major product category and geography as we believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The table also includes a reconciliation of the disaggregated revenue with reportable segments.

(dollars in thousands, except per-share amounts)


	Revenue by Product Category																						Revenue by Product Category
	Three Months Ended July 31, 2018											Three Months Ended July 31, 2017											Three Months Ended October 31, 2018											Three Months Ended October 31, 2017
	ATD		EFD		AERO		ELIM^(a)			Total		ATD		EFD		AERO		ELIM^(a)			Total		ATD		EFD		AERO		ELIM^(a)			Total		ATD		EFD		AERO		ELIM^(a)			Total
Lighter-than-Air
Domestic	$	—	$	—	$	11,199	$	—		$	11,199	$	—	$	—	$	5,460	$	—		$	5,460	$	—	$	—	$	14,152	$	—		$	14,152	$	—	$	—	$	7,443	$	—		$	7,443
International	—		—		82		—			82		—		—		28		—			28		—		—		298		—			298		—		—		33		—			33
Plastic Films & Sheeting
Domestic	—		54,921		—		(70		)	54,851		—		45,243		—		(211		)	45,032		—		52,841		—		(177		)	52,664		—		62,421		—		(181		)	62,240
International	—		3,954		—		—			3,954		—		3,785		—		—			3,785		—		5,398		—		—			5,398		—		2,687		—		—			2,687
Precision Agriculture Equipment
Domestic	23,592		—		—		—			23,592		20,742		—		—		—			20,742		23,764		—		—		—			23,764		20,079		—		—		—			20,079
International	6,770		—		—		—			6,770		7,682		—		—		—			7,682		5,976		—		—		—			5,976		5,240		—		—		—			5,240
Other
Domestic	—		—		2,221		—			2,221		—		—		3,881		—			3,881		—		—		2,578		—			2,578		—		—		3,615		—			3,615
International	—		—		15		—			15		—		—		—		—			—		—		—		3		—			3		—		—		12		—			12
Totals	$	30,362	$	58,875	$	13,517	$	(70	)	$	102,684	$	28,424	$	49,028	$	9,369	$	(211	)	$	86,610	$	29,740	$	58,239	$	17,031	$	(177	)	$	104,833	$	25,319	$	65,108	$	11,103	$	(181	)	$	101,349

	Six Months Ended July 31, 2018											Six Months Ended July 31, 2017											Nine Months Ended October 31, 2018											Nine Months Ended October 31, 2017
	ATD		EFD		AERO		ELIM^(a)			Total		ATD		EFD		AERO		ELIM^(a)			Total		ATD		EFD		AERO		ELIM^(a)			Total		ATD		EFD		AERO		ELIM^(a)			Total
Lighter-than-Air
Domestic	$	—	$	—	$	17,747	$	—		$	17,747	$	—	$	—	$	11,666	$	—		$	11,666	$	—	$	—	$	31,899	$	—		$	31,899	$	—	$	—	$	19,109	$	—		$	19,109
International	—		—		536		—			536		—		—		54		—			54		—		—		834		—			834		—		—		87		—			87
Plastic Films & Sheeting
Domestic	—		110,218		—		(264		)	109,954		—		86,354		—		(327		)	86,027		—		163,059		—		(441		)	162,618		—		148,775		—		(508		)	148,267
International	—		8,649		—		—			8,649		—		6,229		—		—			6,229		—		14,047		—		—			14,047		—		8,916		—		—			8,916
Precision Agriculture Equipment
Domestic	53,117		—		—		—			53,117		51,000		—		—		—			51,000		76,881		—		—		—			76,881		71,079		—		—		—			71,079
International	17,675		—		—		—			17,675		17,914		—		—		—			17,914		23,651		—		—		—			23,651		23,154		—		—		—			23,154
Other
Domestic	—		—		6,120		—			6,120		—		—		7,213		—			7,213		—		—		8,698		—			8,698		—		—		10,828		—			10,828
International	—		—		15		—			15		—		—		42		—			42		—		—		18		—			18		—		—		54		—			54
Totals	$	70,792	$	118,867	$	24,418	$	(264	)	$	213,813	$	68,914	$	92,583	$	18,975	$	(327	)	$	180,145	$	100,532	$	177,106	$	41,449	$	(441	)	$	318,646	$	94,233	$	157,691	$	30,078	$	(508	)	$	281,494

^(a)Intersegment sales for both fiscal 2019 and 2018 were primarily sales from Engineered Films to Aerostar.

Contract Balances

Contract assets consist of unbilled receivables and retainage. Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date, or retainage provisions on billings that have been issued. Contract assets are converted to receivables when the right to collect becomes unconditional.

Contract liabilities consist of customer advances and deferred revenue. Contract liabilities primarily relate to consideration received from customers prior to transferring goods or services to the customer.

(dollars in thousands, except per-share amounts)

The changes in our contract assets and liabilities were as follows:


	July 31, 2018		January 31, 2018		$ Change			% Change		October 31, 2018		January 31, 2018		$ Change			% Change
Contract assets^(a)	$	3,167	$	3,119	$	48		1.5	%	$	2,616	$	3,119	$	(503	)	(16.1	)%

Contract liabilities^(b)	$	733	$	1,890	$	(1,157	)	(61.2	)%	$	1,545	$	1,890	$	(345	)	(18.3	)%

^(a) Contract assets are reported in "Accounts receivable, net" in the Consolidated Balance Sheet.

^(b) Contract liabilities are reported in "Other current liabilities" in the Consolidated Balance Sheet.

During the ~~six~~nine months ended ~~July~~October 31, 2018, the Company’s contract assets ~~increased~~decreased by ~~$48~~$503 and contract liabilities decreased by ~~$1,157,~~$345, primarily as a result of the contract terms which include timing of customer payments, timing of invoicing, and progress made on open contracts. Due to the short-term nature of the Company’s contracts, substantially all of the contract assets that existed as of January 31, 2018 were converted to receivables and contract liabilities that existed as of January 31, 2018 were recognized as revenue during the first quarter of fiscal 2019.

Remaining performance obligations

As of ~~July~~October 31, 2018, the Company did not have any remaining performance obligations related to customer contracts that had an original expected duration of one year or more.

(6) ACQUISITIONS AND DIVESTITURES OF AND INVESTMENTS IN BUSINESSES AND TECHNOLOGIES

Colorado Lining International, Inc.

On September 1, 2017, the Company completed the acquisition of substantially all of the assets (the acquisition) of Colorado Lining International, Inc., a Colorado corporation, headquartered in Parker, CO (CLI). The acquisition was immediately aligned under the Company’s Engineered Films Division. The acquisition enhanced the Company’s geomembrane market position through extended service and product offerings with the addition of new design-build and installation service components, and advanced Engineered Films’ business model into a vertically-integrated, full-service solutions provider for the geomembrane market. The acquisition constituted a business and as such was accounted for as a business combination.

The purchase price of $14,938 included a potential earn-out with an estimated fair value of $1,256. The earn-out payments are contingent upon achieving certain revenue targets and operational synergies. The fair value of the business acquired was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair value of the identifiable assets acquired and liabilities assumed was recorded as goodwill. Goodwill recorded as part of the purchase price allocation was $5,714, all of which is tax deductible. Intangible assets acquired in the acquisition related to customer relationships, order backlog and non-compete agreements were valued at $610.

Aerostar's Client Private Business

In fiscal 2018 Aerostar actively marketed the sale of its client private business and classified it as held for sale. During the first quarter of fiscal 2019, the client private business was sold for $832 which resulted in an immaterial gain in the ~~six-months~~nine-months ended ~~July~~October 31, 2018. No gain was recognized during the three-months ended ~~July~~October 31, 2018.

Site-Specific Technology Development Group, Inc. (SST)

In February 2018 the Company sold its ownership interest of approximately 22% in SST with a carrying value of $1,937. This investment was being accounted for as an equity method investment. Raven received $6,556 in cash at closing which was reported as "Proceeds from sale or maturity of investments" in the Consolidated Statements of Cash Flows. The Company recognized a gain on the sale of $5,785 for the ~~six-months~~nine-months ended ~~July~~October 31, 2018. No gain was recognized during the three-months ended ~~July~~October 31, 2018. The gain was reported in "Other income (expense) ~~income,~~, net" in the Consolidated Statements of Income and Comprehensive Income. This amount includes a fifteen percent hold-back provision held in an escrow account which is expected to be settled in fiscal 2020.

(dollars in thousands, except per-share amounts)

Acquisition-related Contingent Consideration

The Company has contingent liabilities related to the acquisition of CLI in September 2017, as well as the prior acquisitions of SBG Innovatie BV and its affiliate, Navtronics BVBA (collectively, SBG) in May 2014 and Vista Research, Inc. (Vista) in January 2012. The fair value of such contingent consideration is estimated as of the acquisition date, and subsequently at the end of each reporting period, using forecasted cash flows. Projecting future cash flows requires the Company to make significant estimates and assumptions regarding future events, conditions, or revenues being achieved under the subject contingent agreement as well as the appropriate discount rate. Such valuation techniques include one or more significant inputs that are not observable (Level 3 fair value measures).

~~(dollars in thousands, except per-share amounts)~~

Changes in the fair value of the liability for acquisition-related contingent consideration are as follows:


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	July 31, 2018			July 31, 2017			July 31, 2018			July 31, 2017			October 31, 2018			October 31, 2017			October 31, 2018			October 31, 2017
Beginning balance	$	2,903		$	1,672		$	3,046		$	1,742		$	2,950		$	1,567		$	3,046		$	1,741
Fair value of contingent consideration acquired													—			1,256			—			1,256
Change in fair value of the liability	251			54			403			145			182			52			585			198
Contingent consideration earn-out paid	(204		)	(159		)	(499		)	(320		)	(721		)	(44		)	(1,220		)	(364		)
Ending balance	$	2,950		$	1,567		$	2,950		$	1,567		$	2,411		$	2,831		$	2,411		$	2,831

Classification of liability in the Consolidated balance sheet
Accrued liabilities	$	1,709		$	385		$	1,709		$	385		$	1,764		$	815		$	1,764		$	815
Other liabilities, long-term	1,241			1,182			1,241			1,182			647			2,016			647			2,016
Balance at July 31	$	2,950		$	1,567		$	2,950		$	1,567
Balance at October 31													$	2,411		$	2,831		$	2,411		$	2,831

In the CLI acquisition, the Company entered into a contingent earn-out agreement, not to exceed $2,000. The earn-out is paid annually for three years after the purchase date, contingent upon achieving certain revenues and operational synergies. To date, the Company has ~~made no payments on~~paid a total of $667 of this potential earn-out liability.

In connection with the acquisition of SBG, Raven is committed to making additional earn-out payments, not to exceed $2,500 calculated and paid quarterly for ten years after the purchase date contingent upon achieving certain revenues. To date, the Company has paid a total of ~~$1,178~~$1,232 of this potential earn-out liability.

Related to the acquisition of Vista in 2012, the Company is committed to making annual payments based upon earn-out percentages on specific revenue streams for seven years after the purchase date, not to exceed $15,000. To date, the Company has paid a total of $1,783 of this potential earn-out liability.

(7) GOODWILL, LONG-LIVED ASSETS, AND OTHER CHARGES

Goodwill

Management assesses goodwill for impairment annually during the fourth quarter and between annual tests whenever a triggering event indicates there may be an impairment. Impairment tests of goodwill are done at the reporting unit level. Management performed an assessment in the ~~second~~third quarter of fiscal 2019 and determined that no triggering events had occurred for any of the Company's reporting units. There were no goodwill impairment losses reported in the three- and ~~six-month~~nine-month periods ending ~~July~~October 31, 2018 and 2017, respectively.

The changes in the carrying amount of goodwill by reporting unit were as follows:


	Applied Technology			Engineered Films		Aerostar			Total			Applied Technology			Engineered Films		Aerostar			Total
Balance at January 31, 2018	$	12,741		$	33,232	$	737		$	46,710		$	12,741		$	33,232	$	737		$	46,710
Divestiture of business	—			—		(103		)	(103		)	—			—		(103		)	(103		)
Foreign currency translation adjustment	(169		)	—		—			(169		)	(258		)	—		—			(258		)
Balance at July 31, 2018	$	12,572		$	33,232	$	634		$	46,438
Balance at October 31, 2018												$	12,483		$	33,232	$	634		$	46,349

(dollars in thousands, except per-share amounts)

Long-lived Assets and Other Intangibles

Fiscal 2019

The Company assesses the recoverability of long-lived assets, including definite-lived intangibles and property plant and equipment if events or changes in circumstances indicate that an asset might be impaired and performs impairment reviews by asset group. When performing long-lived asset testing, the fair values of assets are determined based on valuation techniques using the best available information. Such valuations are derived from valuation techniques in which one or more significant inputs are not observable (Level 3 fair value measures). An impairment loss is recognized when the estimated undiscounted cash flows used in determining the fair value of the asset are less than its carrying amount.

~~(dollars in thousands, except per-share amounts)~~

Management performed an assessment in the fiscal 2019 ~~second~~third quarter and determined that there were no impairment indicators identified for any of the Company's asset groups. There were no long-lived asset impairment losses reported in the three- and ~~six month~~nine-month periods ending ~~July~~October 31, 2018.

Fiscal 2018

During first quarter of fiscal 2018, the Company determined that the investment in AgEagle Aerial Systems, Inc. (AgEagle) was impaired due to lower than expected cash flows. This impairment was determined to be other-than-temporary and an accelerated equity method investment loss of $72 was reported in "Other income (expense) ~~income,~~, net" in the Consolidated Statements of Income and Comprehensive Income for the ~~six-month~~nine-month period ended ~~July~~October 31, 2017. The Company also determined the customer relationship intangible asset related to the AgEagle exclusive distribution agreement was fully impaired. The total impairment loss reported related to this intangible asset was $259 and was reported in "Long-lived asset impairment loss" in the Consolidated Statements of Income and Comprehensive Income for the ~~six-month~~nine-month period ended ~~July~~October 31, 2017. There were no long-lived asset impairments or equity method investment losses reported in the ~~second~~third quarter of fiscal 2018.

The following table provides the gross carrying amount and related accumulated amortization of definite-lived intangible assets:


	July 31, 2018							January 31, 2018							October 31, 2018							January 31, 2018
			Accumulated							Accumulated							Accumulated							Accumulated
	Amount		amortization			Net		Amount		amortization			Net		Amount		amortization			Net		Amount		amortization			Net
Existing technology	$	7,225	$	(7,088	)	$	137	$	7,290	$	(6,996	)	$	294	$	7,190	$	(7,109	)	$	81	$	7,290	$	(6,996	)	$	294
Customer relationships	12,504		(4,978		)	7,526		13,264		(4,834		)	8,430		12,483		(5,234		)	7,249		13,264		(4,834		)	8,430
Patents and other intangibles	5,741		(1,632		)	4,109		4,241		(2,381		)	1,860		5,837		(1,760		)	4,077		4,241		(2,381		)	1,860
Total	$	25,470	$	(13,698	)	$	11,772	$	24,795	$	(14,211	)	$	10,584	$	25,510	$	(14,103	)	$	11,407	$	24,795	$	(14,211	)	$	10,584

(8) EMPLOYEE POSTRETIREMENT BENEFITS

The Company provides postretirement medical and other benefits to certain current and past senior executive officers and senior managers. These plan obligations are unfunded. The components of the net periodic benefit cost for postretirement benefits are as follows:


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	July 31, 2018			July 31, 2017			July 31, 2018			July 31, 2017			October 31, 2018			October 31, 2017			October 31, 2018			October 31, 2017
Service cost	$	7		$	21		$	14		$	43		$	7		$	21		$	21		$	64
Interest cost	79			82			158			164			79			83			237			247
Amortization of actuarial losses	32			30			64			60			32			30			96			90
Amortization of unrecognized gains in prior service cost	(40		)	(40		)	(80		)	(80		)	(40		)	(40		)	(120		)	(120		)
Net periodic benefit cost	$	78		$	93		$	156		$	187		$	78		$	94		$	234		$	281

Postretirement benefit cost components are reclassified in their entirety from accumulated other comprehensive loss to net periodic benefit cost. Net periodic benefit costs are reported in net income in accordance with ASU 2017-07 "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Postretirement Benefit Cost" (ASU 2017-07) further described in Note 2 Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements. Service cost is reported in net income as “Cost of sales” or “Selling, general, and administrative expenses” in a manner consistent with the classification of direct labor and personnel costs of the eligible employees. Interest cost, amortization of actuarial gains or losses, and amortization of prior service cost is classified as a non-operating expense in "Other income (expense) ~~income,~~, net" on the Consolidated Statements of Income and Comprehensive Income.

(dollars in thousands, except per-share amounts)

(9) WARRANTIES

Accruals necessary for product warranties are estimated based on historical warranty costs and average time elapsed between purchases and returns for each division. Additional accruals are made for any significant, discrete warranty issues. Changes in the warranty accrual were as follows:


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	July 31, 2018			July 31, 2017			July 31, 2018			July 31, 2017			October 31, 2018			October 31, 2017			October 31, 2018			October 31, 2017
Beginning balance	$	1,097		$	2,405		$	1,163		$	1,547		$	1,137		$	2,265		$	1,163		$	1,547
Change in provision	329			401			486			1,778			521			(274		)	1,007			1,504
Settlements made	(289		)	(541		)	(512		)	(1,060		)	(807		)	(774		)	(1,319		)	(1,834		)
Ending balance	$	1,137		$	2,265		$	1,137		$	2,265		$	851		$	1,217		$	851		$	1,217

(10) FINANCING ARRANGEMENTS

The Company entered into a credit facility on April 15, 2015, with JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Administrative Agent, JPMorgan Chase Bank, National Association, as administrative agent, and each lender from time to time party thereto (the Credit Agreement). The Credit Agreement provides for a syndicated senior revolving credit facility up to $125,000 with a maturity date of April 15, 2020.

Simultaneous with execution of the Credit Agreement, Raven and its subsidiaries entered into a guaranty agreement in favor of JPMorgan Chase Bank, National Association in its capacity as administrator under the Credit Agreement for the benefit of JPMorgan Chase Bank, N.A., Toronto Branch and the lenders and their affiliates under the Credit Agreement.

The unamortized debt issuance costs associated with this Credit Agreement were as follows:

July 31, 2018 January 31, 2018
Unamortized debt issuance costs^(a)
$ 187
$ 242



	October 31, 2018		January 31, 2018
Unamortized debt issuance costs^(a)	$	160	$	242

^(a)Unamortized debt issuance costs are reported as "Other assets" in the Consolidated Balance Sheets.

Loans or borrowings defined under the Credit Agreement bear interest and fees at varying rates and terms defined in the Credit Agreement based on the type of borrowing as defined. The Credit Agreement includes annual administrative and unborrowed capacity fees. The Credit Agreement also contains customary affirmative and negative covenants, including those relating to financial reporting and notification, limits on levels of indebtedness and liens, investments, mergers and acquisitions, affiliate transactions, sales of assets, restrictive agreements, and change in control as defined in the Credit Agreement. The Company is in compliance with all covenants as of ~~July~~October 31, 2018. Financial covenants include an interest coverage ratio and funded indebtedness to earnings before interest, taxes, depreciation, and amortization as defined in the Credit Agreement. The loan proceeds may be utilized by Raven for strategic business purposes and for working capital needs.

Letters of credit (LOC) issued and outstanding were as follows:

July 31, 2018 January 31, 2018
Letters of credit outstanding^(a)
$ 514
$ 1,097



	October 31, 2018		January 31, 2018
Letters of credit outstanding^(a)	$	514	$	1,097

^(a)All of these LOC are outstanding under the Credit Agreement except one LOC for $50 that is outstanding with Wells Fargo. Any draws required under the LOC would be settled with available cash or borrowings under the Credit Agreement.

There were no borrowings under the Credit Agreement for any of the fiscal periods covered by this Quarterly Report on Form 10-Q. Availability under the Credit Agreement for borrowings as of ~~July~~October 31, 2018 was $124,536.

(11) COMMITMENTS AND CONTINGENCIES

The Company ~~may be~~is involved as a party in lawsuits, claims, regulatory inquiries, or disputes arising in the normal course of its business. Such items may result in potential costs and liabilities which cannot be determined at this time. The Company has insurance policies that provide coverage to various degrees for potential liabilities arising from legal proceedings.

(dollars in thousands, except per-share amounts)

The Company entered into a Gift Agreement (the Agreement) effective in January 2018 with the South Dakota State University Foundation, Inc. (the Foundation). The Agreement states that the Company will make a $5,000 gift to the Foundation, conditional on certain actions. Management concluded that the contingencies related to this gift were substantially met during the three-month period ended April 30, 2018 and a liability had been incurred. As such, $4,503 of contribution expense was recognized in the three-month period ending April 30, 2018 with interest expense to be recognized in periods thereafter. The fair value of this contingency at ~~July~~October 31, 2018 was ~~$4,546~~$4,590 (measured based on the present value of the expected future cash outflows) of which ~~$1,407~~$1,421 was classified as "Accrued liabilities" and ~~$3,139~~$3,169 was classified as "Other liabilities". For the ~~six-month~~nine-month period ended ~~July~~October 31, 2018, the Company reported $4,503 of selling, general, and administrative expenses for contributions to be ~~made~~made. For the three- and ~~$43~~nine-month periods ended October 31, 2018, the Company reported $44 and $87 of interest ~~expense.~~expense, respectively. This gift will be used by South Dakota State University (SDSU), located in Brookings, SD, for the establishment of a precision agriculture facility to support SDSU's Precision Agriculture degrees and curriculum.

In addition to commitments disclosed elsewhere in the Notes to the Consolidated Financial Statements, the Company has other unconditional purchase obligations that arise in the normal course of business operations. The majority of these obligations are related to the purchase of raw material inventory for the Applied Technology and Engineered Films divisions.

(12) INCOME TAXES

The U.S. Tax Cuts and Jobs Act (TCJA) was enacted on December 22, 2017 and reduced the U.S. federal statutory tax rate to 21 percent effective January 1, 2018. In addition, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), Income Tax Accounting Implications of the TCJA, which allows the Company to record provisional amounts during a measurement period not to extend beyond one year from the enactment date. The Company ~~considers the accounting for the transition tax to be incomplete due to its ongoing analysis of final year-end data and tax positions. The Company expects to complete~~completed its accounting for the transition tax in the third quarter of fiscal 2019. Also, the Company has determined that it will elect to recognize Global Intangible Low Taxed Income (GILTI) as a period cost if, and when, incurred. As of ~~July~~October 31, 2018, undistributed earnings of the Canadian and European subsidiaries were considered to have been reinvested indefinitely.

The Company’s effective tax rate varies from the federal statutory rate primarily due to state and local taxes, research and development tax credit, foreign-derived intangible income deduction, and tax-exempt insurance premiums. The Company’s effective tax rates were as follows:

Three Months Ended Six Months Ended
July 31,
2018 July 31,
2017 July 31,
2018 July 31,
2017
Effective tax rate 16.8 % 29.2 % 17.9 % 30.5 %



	Three Months Ended				Nine Months Ended
	October 31, 2018		October 31, 2017		October 31, 2018		October 31, 2017
Effective tax rate	8.6	%	32.6	%	15.6	%	31.3	%

The decrease in ~~the~~ effective tax ~~rate~~rates year-over-year is primarily due to the decrease in the federal statutory tax rate pursuant to the TCJA. The ~~Company also recognized~~Company’s effective tax rates, excluding discrete items, in the three- and nine-month periods ended October 31, 2018 were 18.7 percent and 19.3 percent, respectively. These effective tax rates were approximately 14 and 11 percentage points lower than the three- and nine-month periods ended October 31, 2017, resulting in a lower tax expense of $1,971 and $6,320, respectively.

In addition, net favorable discrete items in the third quarter of fiscal year 2019 lowered tax expense by $1,440. Favorable discrete tax ~~benefit (expense) related to~~items for the ~~vesting or settlement of stock awards~~current year nine-month period lowered tax expense by $2,129. The Company’s total discrete items were as follows:

Three Months Ended Six Months Ended
July 31,
2018 July 31,
2017 July 31,
2018 July 31,
2017
Discrete tax benefit (expense) $ 471
$ (90 ) $ 714
$ (569 )



	Three Months Ended					Nine Months Ended
	October 31, 2018		October 31, 2017			October 31, 2018		October 31, 2017
Total discrete tax benefit (expense), net	$	1,440	$	(9	)	$	2,129	$	(521	)

(dollars in thousands, except per-share amounts)

(13) DIVIDENDS AND TREASURY STOCK

Dividends paid to Raven shareholders were as follows:


	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	July 31, 2018		July 31, 2017		July 31, 2018		July 31, 2017		October 31, 2018		October 31, 2017		October 31, 2018		October 31, 2017
Dividends paid^(a)	$	4,668	$	4,693	$	9,326	$	9,384	$	4,674	$	4,648	$	14,000	$	14,032

Dividends paid per share (in cents per share)^(a)	13.0		13.0		26.0		26.0		13.0		13.0		39.0		39.0

^(a)There were no declared and unpaid shareholder dividends at ~~July~~October 31, 2018 or 2017.

~~(dollars in thousands, except per-share amounts)~~

On November 3, 2014, the Company announced that its Board of Directors (Board) had authorized a $40,000 stock buyback program. Since that time, the Board has provided additional authorizations to increase the total amount authorized under the program to $75,000. This authorization remains in place until such time as the authorized spending limit is reached or such authorization is revoked by the Board.

~~There were no shares repurchased pursuant~~Pursuant to these authorizations, the Company repurchased 348,286 shares, or $10,000, in the three- and ~~six-month~~nine-month periods ended October 31, 2017. No shares were repurchased in the ~~July~~three- and nine-month periods ended October 31, 2018. There were no share repurchases unpaid at October 31, 2018 ~~and July~~or October 31, 2017. The remaining dollar value authorized for share repurchases at ~~July~~October 31, 2018 is $27,959.

(14) SHARE-BASED COMPENSATION

Share-based compensation expense is recognized based on the fair value of the share-based awards expected to vest during the period.

The share-based compensation expense was as follows:


	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	July 31, 2018		July 31, 2017		July 31, 2018		July 31, 2017		October 31, 2018		October 31, 2017		October 31, 2018		October 31, 2017
Cost of sales	$	103	$	55	$	183	$	113	$	99	$	62	$	282	$	175
Research and development expenses	36		31		67		68		32		14		99		82
Selling, general, and administrative expenses	1,355		1,055		2,031		1,751		696		853		2,727		2,604
Total stock-based compensation expense	$	1,494	$	1,141	$	2,281	$	1,932	$	827	$	929	$	3,108	$	2,861

(15) SEGMENT REPORTING

The Company's reportable segments are defined by their product lines which have been grouped in these segments based on technology, manufacturing processes, and end-use application. Raven's reportable segments are Applied Technology, Engineered Films, and Aerostar. The Company measures the performance of its segments based on certain metrics such as net sales and operating income excluding general and administrative expenses. Other income (expense) ~~income~~ and income taxes are not allocated to individual operating segments, and assets not identifiable to an individual segment are included as corporate assets. Separate financial information is available and regularly evaluated by the Company's chief operating decision-maker (CODM), the President and Chief Executive Officer, in making resource allocation decisions for the Company's reportable segments. Segment information is reported consistent with the Company's management reporting structure.

Business segment net sales and operating income results are as follows:

(dollars in thousands, except per-share amounts)


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	July 31, 2018			July 31, 2017			July 31, 2018			July 31, 2017			October 31, 2018			October 31, 2017			October 31, 2018			October 31, 2017
Net sales
Applied Technology	$	30,362		$	28,424		$	70,792		$	68,914		$	29,740		$	25,319		$	100,532		$	94,233
Engineered Films^(a)(b)	58,875			49,028			118,867			92,583			58,239			65,108			177,106			157,691
Aerostar	13,517			9,369			24,418			18,975			17,031			11,103			41,449			30,078
Intersegment eliminations^(b)(c)	(70		)	(211		)	(264		)	(327		)	(177		)	(181		)	(441		)	(508		)
Consolidated net sales	$	102,684		$	86,610		$	213,813		$	180,145		$	104,833		$	101,349		$	318,646		$	281,494

Operating income^(c)(d)
Applied Technology	$	8,788		$	6,637		$	24,736		$	20,090		$	7,737		$	5,357		$	32,473		$	25,447
Engineered Films	10,806			9,551			24,002			18,271			9,239			17,115			33,241			35,386
Aerostar	3,835			1,388			6,640			2,806			3,839			1,359			10,479			4,165
Intersegment eliminations	19			11			4			9			(37		)	(12		)	(33		)	(3		)
Total reportable segment income	23,448			17,587			55,382			41,176			20,778			23,819			76,160			64,995
General and administrative expenses^(c)(d)	(6,819		)	(5,887		)	(17,222		)	(11,257		)	(7,166		)	(5,990		)	(24,388		)	(17,247		)
Consolidated operating income	$	16,629		$	11,700		$	38,160		$	29,919		$	13,612		$	17,829		$	51,772		$	47,748

^(a)~~Fiscal~~The acquisition of CLI, which occurred in September of fiscal year ~~2019 Net sales includes approximately~~ ~~$10,276~~ ~~and~~ ~~$18,373~~2018, contributed a total of $21,568 in ~~net~~ sales for the ~~three- and six-month periods ended July 31,~~first seven months of fiscal 2019. For the first seven months of fiscal 2018 ~~respectively, related~~the division generated $4,109 in sales to ~~the~~ CLI ~~acquisition further described in~~as a customer. Refer to Note 6 "Acquisitions and Divestitures of and Investments in Businesses and Technologies"~~. The division generated $1,283 and $3,608 in sales to CLI~~ for further details on the ~~three- and six-month periods ended July 31, 2017, respectively. Fiscal year 2019~~ acquisition of CLI.

^(b)Net sales includes $0

~~(dollars in thousands, except per-share amounts)~~

$1,510 and ~~$8,919~~$10,429 of recovery film sales for the three- and ~~six-month~~nine-month periods ended ~~July,~~October, 31, 2018, respectively, related to ~~the~~ hurricane recovery ~~effort. No hurricane~~efforts. Fiscal year 2018 Net sales includes $8,424 of recovery film sales ~~occurred during~~for the three- and ~~six-month~~nine-month periods ended ~~July~~October 31, 2017.

^(b)(c)Intersegment sales for both fiscal 2019 and 2018 were primarily sales from Engineered Films to Aerostar.

^(c)(d)At the segment level, operating income does not include an allocation of general and administrative expenses and, as a result, "General and administrative expenses" are reported as a deduction from "Total reportable segment income" to reconcile to "Operating income" reported in the Consolidated Statements of Income and Comprehensive Income.

(16) SUBSEQUENT EVENTS

The Company has evaluated events up to the filing date of this Quarterly Report on Form 10-Q and concluded that no subsequent events have occurred that would require recognition or disclosure in the Notes to the Consolidated Financial Statements.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following commentary on the operating results, liquidity, capital resources, and financial condition of Raven Industries, Inc. (the Company or Raven) should be read in conjunction with the unaudited Consolidated Financial Statements in Item 1 of Part 1 of this Quarterly Report on Form 10-Q (Form 10-Q) and the Company's Annual Report on Form 10-K for the year ended January 31, 2018.

The Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is organized as follows:

Executive Summary

Results of Operations - Segment Analysis

Outlook

Liquidity and Capital Resources

Off-Balance Sheet Arrangements and Contractual Obligations

Critical Accounting Policies and Estimates

Accounting Pronouncements

EXECUTIVE SUMMARY

Raven is a diversified technology company providing a variety of products to customers within the agricultural, aerospace/defense, construction, geomembrane, industrial, and stratospheric balloon markets. The Company is comprised of three unique operating divisions, classified into reportable segments: Applied Technology Division (Applied Technology), Engineered Films Division (Engineered Films), and Aerostar Division (Aerostar).

Management uses a number of metrics to assess the Company's performance:

Consolidated net sales, gross margin, operating income, operating margin, net income, and diluted earnings per share

Cash flow from operations and shareholder returns

Segment net sales, gross profit, gross margin, operating income, and operating margin. At the segment level, operating income does not include an allocation of general and administrative expenses.

Vision and Strategy

At Raven, our purpose is to solve great challenges. Great challenges require great solutions. Raven’s three unique operating divisions share resources, ideas, and a passion to create technology that helps the world grow more food, produce more energy, protect the environment, and live safely.

The Raven business model is our platform for success. Our business model is defensible, sustainable, and gives us a consistent approach in the pursuit of quality financial results. This overall approach to creating value, which is employed across the three business segments, is summarized as follows:

Intentionally serve a set of diversified market segments with attractive near- and long-term growth prospects;

Consistently manage a pipeline of growth initiatives within our market segments;

Aggressively compete on quality, service, innovation, and peak performance;

Hold ourselves accountable for continuous improvement;

Value our balance sheet as a source of strength and stability with which to pursue strategic acquisitions; and

Make corporate responsibility a top priority.

The following discussion highlights the consolidated operating results for the three- and ~~six-month~~nine-month periods ended ~~July~~October 31, 2018 and 2017. Segment operating results are more fully explained in the Results of Operations - Segment Analysis section.


		Three Months Ended								Six Months Ended									Three Months Ended								Nine Months Ended
(dollars in thousands, except per-share data)		July 31, 2018			July 31, 2017			% Change		July 31, 2018			July 31, 2017			% Change			October 31, 2018			October 31, 2017			% Change		October 31, 2018			October 31, 2017			% Change
Net sales		$	102,684		$	86,610		18.6	%	$	213,813		$	180,145		18.7	%		$	104,833		$	101,349		3.4	%	$	318,646		$	281,494		13.2	%
Gross profit		34,608			26,513			30.5	%	74,606			58,469			27.6	%		32,653			33,333			(2.0	)%	107,259			91,802			16.8	%
Gross margin ⁽^a⁾		33.7		%	30.6		%			34.9		%	32.5		%				31.1		%	32.9		%			33.7		%	32.6		%
Operating income		$	16,629		$	11,700		42.1	%	$	38,160		$	29,919		27.5	%		$	13,612		$	17,829		(23.7	)%	$	51,772		$	47,748		8.4	%
Operating margin ⁽^a⁾		16.2		%	13.5		%			17.8		%	16.6		%				13.0		%	17.6		%			16.2		%	17.0		%
Other (expense) income, net		$	(139	)	$	(63	)			$	5,540		$	(293	)
Other income (expense), net																			$	674		$	(34	)			$	6,214		$	(327	)
Net income attributable to Raven Industries, Inc.		$	13,677		$	8,235		66.1	%	$	35,812		$	20,583		74.0	%		$	13,032		$	11,998		8.6	%	$	48,844		$	32,581		49.9	%
Diluted earnings per share		$	0.38		$	0.23				$	0.98		$	0.56					$	0.36		$	0.33				$	1.34		$	0.89

Cash flow from operating activities		$	25,049		$	12,159		106.0	%	$	38,652		$	19,861		94.6	%		$	13,656		$	10,973		24.5	%	$	52,308		$	30,834		69.6	%
Cash outflow for capital expenditures		$	(2,689	)	$	(2,433	)	10.5	%	$	(6,853	)	$	(5,223	)	31.2	%		$	(3,568	)	$	(1,780	)	100.4	%	$	(10,421	)	$	(7,003	)	48.8	%
Cash dividends		$	(4,668	)	$	(4,693	)	(0.5	)%	$	(9,326	)	$	(9,384	)	(0.6	)%		$	(4,674	)	$	(4,648	)	0.6	%	$	(14,000	)	$	(14,032	)	(0.2	)%
Common share repurchases		$	—		$	—				$	—		$	—					$	—		$	(10,000	)			$	—		$	(10,000	)

^(a)The Company's gross and operating margins may not be comparable to industry peers due to the diversity of its operations and variability in the classification of expenses across industries in which the Company operates.	^(a)The Company's gross and operating margins may not be comparable to industry peers due to the diversity of its operations and variability in the classification of expenses across industries in which the Company operates.																	^(a)The Company's gross and operating margins may not be comparable to industry peers due to the diversity of its operations and variability in the classification of expenses across industries in which the Company operates.

For the fiscal 2019 ~~second~~third quarter, net sales were ~~$102.7~~$104.8 million, up ~~$16.1~~$3.5 million, or ~~18.6%~~3.4%, from ~~$86.6~~$101.3 million in last year’s ~~second~~third quarter. Both Applied Technology and Aerostar achieved strong sales growth during the third quarter on market share gains and new product sales. The decrease in Engineered Films' net sales was expected and was driven by a significant year-over-year decline in hurricane recovery film sales. The Company's operating income for the ~~second~~third quarter of fiscal 2019 was ~~$16.6~~$13.6 million, ~~up $4.9~~down $4.2 million, or ~~42.1%~~23.7%, compared to the ~~second~~third quarter of fiscal 2018. Both Aerostar and Applied Technology achieved growth in profitability year-over-year in the third quarter of fiscal 2019. The ~~increase~~decrease in operating income was principally due to ~~improved operating leverage~~Engineered Films' lower sales volume which was primarily the result of lower hurricane recovery film sales. In addition, Engineered Films experienced cost overruns on ~~higher sales volume. Included~~a large geomembrane installation project and remaining estimated costs to complete have been revised. These adjustments lowered profits by approximately $2 million in ~~fiscal 2019 second~~this year's third quarter. This installation project will be completed in the fourth quarter ~~operating income was approximately $0.8 million~~ of ~~ongoing~~this year and the Company expects this project to be break-even. Also included in this year's

third quarter results were expenses related to Project ~~Atlas.~~Atlas of $1.1 million. In the third quarter of last year, Project Atlas related expenses were $0.3 million. Project Atlas is a strategic long-term investment to replace the Company’s existing enterprise resource planning platform. ~~Project Atlas did not start until~~

Net income for the third quarter of fiscal ~~2018, and as such, no costs were incurred in the second quarter of fiscal 2018.~~

~~Net income for the second quarter of fiscal~~ 2019 was ~~$13.7~~$13.0 million, or ~~$0.38~~$0.36 per diluted share, compared to net income of ~~$8.2~~$12.0 million, or ~~$0.23~~$0.33 per diluted share, in the prior year comparative period. Included in ~~the~~this year's third quarter results ~~for the three-month period ended July 31, 2018~~ on a pre-tax basis were expenses related to Project Atlas, ~~related expenses of $0.8~~totaling $1.1 million ($~~0.7~~0.8 million after-tax, or $0.02 per diluted share). In the third quarter of last year, Project Atlas related expenses were $0.3 million ($0.2 million after-tax, or $0.01 per diluted share). Additionally, ~~the 12.4 percentage point reduction in the Company's~~net income benefited from a lower estimated annual effective tax rate ~~year-over-year resulted in a~~and favorable discrete tax ~~benefit relative to the prior year of $2.0 million, or $0.05 per diluted share.~~items.

For the ~~six-month~~nine-month period ended ~~July~~October 31, 2018, net sales were ~~$213.8~~$318.6 million compared to ~~$180.1~~$281.5 million, up ~~18.7%~~13.2% versus the prior year comparative period. All three divisions achieved an increase in sales during the first nine months of the year. Both Applied Technology and Aerostar achieved sales growth during the first nine months of fiscal 2019 on market share gains and new product sales while Engineered Films grew sales due to new business wins, improved market conditions and the acquisition of CLI, which was completed in the third quarter of fiscal 2018. The Company's operating income was ~~$38.2~~$51.8 million, up ~~27.5%~~8.4% from the prior year comparative period. The increase in operating income was principally due to improved operating leverage on higher sales volume. Included in fiscal 2019 operating income for the ~~six-month~~nine-month period was an expense of $4.5 million related to the previously announced gift to SDSU, all of which was recognized in the first quarter of fiscal 2019, and ~~approximately $1.7~~$2.8 million of ongoing expenses related to Project Atlas. There were $0.3 million of Project Atlas related expenses in the prior year nine-month period ended October 31, 2017. The cost overruns on a large geomembrane installation project for Engineered Films also lowered operating income by nearly $2 million for the nine-month period ending October 31, 2018.

Net income for the first ~~six~~nine months of fiscal 2019 was ~~$35.8~~$48.8 million, or ~~$0.98~~$1.34 per diluted share, compared to net income of ~~$20.6~~$32.6 million, or ~~$0.56~~$0.89 per diluted share, in the prior year comparative period. Included in the results for the ~~six-month~~nine-month period ended ~~July~~October 31, 2018 on a pre-tax basis were: a non-operating gain on the sale of the Company's ownership interest in SST of $5.8 million ($4.6 million after-tax, or $0.13 per diluted share); an expense associated with the previously announced gift to South Dakota State University of $4.5 million ($3.6 million after-tax, or $0.10 per diluted share); and Project Atlas related expenses of ~~$1.7~~$2.8 million ($~~1.4~~2.2 million after-tax, or ~~$0.04~~$0.06 per diluted share). Additionally, ~~the 12.6 percentage point reduction in the~~

~~Company's~~net income benefited from a lower estimated annual effective tax rate ~~year-over-year resulted in a~~and favorable discrete tax ~~benefit relative to the prior year of $5.5 million, or $0.15 per diluted share.~~items.

Applied Technology net sales in the ~~second~~third quarter of fiscal 2019 were ~~$30.4~~$29.7 million, up ~~$1.9~~$4.4 million from last year's ~~second~~third quarter. Geographically, domestic and international sales were up ~~13.7%~~18.4% and 14.0% year-over-year, ~~while international sales decreased 11.9% year-over-year.~~respectively. This increase, both domestically and internationally, was led by strong growth from new products and market share gains in several core product platforms. Operating income was ~~$8.8~~$7.7 million, up ~~$2.2~~$2.4 million or ~~32.4%~~44.4% compared to ~~$6.6~~$5.4 million in the ~~second~~third quarter of fiscal 2018. The increase in profitability versus the prior year was primarily driven by increased leverage on higher sales ~~volume and lower engineering support costs.~~volume.

Net sales for Applied Technology in the first ~~six~~nine months of fiscal 2019 were ~~$70.8~~$100.5 million, up ~~2.7%~~6.7% compared to the first ~~six~~nine months of fiscal 2018. Geographically, domestic ~~sales were up 4.2% year-over-year~~ and international sales were ~~down 1.3% year-over-year.~~up 8.2% and 2.1% year-over-year, respectively. This increase, both domestically and internationally, was led by strong growth from new products and market share gains in several core product platforms. Operating income for the ~~six-month~~nine-month year-to-date period was ~~$24.7~~$32.5 million, up ~~23.1%~~27.6% compared to the ~~six-month~~nine-month year-to-date period of fiscal 2018. This increase in division profit was primarily driven by increased leverage on higher sales volume ~~lower warranty expense,~~and value engineering and sourcing efforts which reduced materials ~~costs, and favorable legal recoveries.~~costs.

Engineered Films’ fiscal 2019 ~~second~~third quarter net sales were ~~$58.9~~$58.2 million, ~~an increase~~a decrease of ~~$9.8~~$6.9 million, or ~~20.1%~~10.6%, compared to fiscal 2018 ~~second~~third quarter net sales of ~~$49.0~~$65.1 million. ~~The acquisition~~A reduction in hurricane recovery film sales of ~~CLI, which occurred~~$6.9 million was the primary driver of the year-over-year decrease in sales for the division. Operating income for the third quarter of fiscal ~~2018, contributed net sales of $10.3 million in the second quarter of fiscal 2019. In the second quarter of fiscal 2018 the division generated $1.3 million in sales~~2019 decreased 46.0% to ~~CLI. Operating income for the second quarter of fiscal 2019 increased 13.1% to $10.8~~$9.2 million as compared to ~~$9.6~~$17.1 million in the prior year ~~second~~third quarter. The year-over-year decrease was primarily driven by the impact of lower hurricane recovery film sales and negative operating leverage associated with lower sales volume. The division also experienced cost overruns on a large geomembrane installation project and remaining estimated costs to complete have been revised. These adjustments lowered profits by nearly $2 million in this year's third quarter. This ~~increase~~installation project will be completed in ~~operating income was driven by leverage on higher sales volume.~~the fourth quarter of this year and the Company expects this project to be break-even.

For the year-to-date ~~six-month~~nine-month period of fiscal 2019, Engineered Films' net sales were ~~$118.9~~$177.1 million, an increase of ~~$26.3~~$19.4 million, or ~~28.4%~~12.3%, compared to the year-to-date ~~six-month~~nine-month period of fiscal 2018. The acquisition of CLI, which occurred in September of fiscal year 2018, contributed a total of ~~$18.4~~$21.6 million in sales for the first ~~six~~seven months of fiscal 2019. For the first ~~six~~seven months of fiscal 2018 the division generated ~~$3.6~~$4.1 million in sales to ~~CLI.~~CLI as a customer. Operating income for the first ~~six~~nine months of fiscal 2019 ~~increased 31.4%~~decreased 6.1% to ~~$24.0~~$33.2 million as compared to ~~$18.3~~$35.4 million in the prior year comparative period. The year-over-year ~~increase~~decrease in operating income was driven ~~principally~~ by ~~leverage~~lower plant utilization. The division also experienced cost overruns on ~~higher sales volume.~~a large geomembrane installation project and remaining estimated costs to complete have been revised. These adjustments lowered profits

by nearly $2 million in the first nine months of fiscal 2019. This installation project will be completed in the fourth quarter of this year and the Company expects this project to be break-even.

Aerostar net sales in the ~~second~~third quarter of fiscal 2019 were ~~$13.5~~$17.0 million, an increase of ~~$4.1~~$5.9 million, or ~~44.3%~~53.4%, compared to fiscal 2018 ~~second~~third quarter net sales of ~~$9.4~~$11.1 million. This increase in net sales was primarily driven by improved stratospheric balloon sales and aerostat contract deliveries. Also impacting the year-over-year net sales comparison was the divestiture of the client private business. In the first quarter of fiscal 2019 the division sold its client private business which generated sales of $1.4 million and ~~$3.0~~$4.4 million in the three- and ~~six-month~~nine-month prior year comparative periods, respectively. ~~The increase in net sales was driven by improved sales volume in Aerostar's stratospheric balloon platform and also benefited from $3.8 million of aerostat contract deliveries.~~ Operating income in the ~~second~~third quarter of fiscal 2019 was $3.8 million compared to ~~an operating income of~~ $1.4 million in the ~~second~~third quarter of last year. ~~This~~The increase in ~~division profit~~profitability was primarily ~~driven by favorable product mix~~due to increased leverage on higher sales volume and a higher ~~proportion~~utilization of ~~costs being allocated to specific stratospheric balloon~~engineering support on service contracts.

For the first ~~six~~nine months of fiscal 2019, Aerostar net sales were ~~$24.4~~$41.4 million, an increase of ~~$5.4~~$11.4 million, or ~~28.7%~~37.8%, compared to the first ~~six~~nine months of fiscal 2018. Operating income for the ~~six-month~~nine-month year-to-date period of fiscal 2019 was ~~$6.6~~$10.5 million compared to operating income of ~~$2.8~~$4.2 million in the prior year comparative period. ~~This~~The increase in ~~division profit~~profitability was primarily ~~driven by favorable product mix~~due to increased leverage on higher sales volume and a higher ~~proportion~~utilization of ~~costs being allocated to specific stratospheric balloon~~engineering support on service contracts.

RESULTS OF OPERATIONS - SEGMENT ANALYSIS

Applied Technology

Applied Technology designs, manufactures, sells, and services innovative precision agriculture products and information management tools that help growers reduce costs, more precisely control inputs, and improve crop yields for the global agricultural market.


		Three Months Ended										Six Months Ended											Three Months Ended										Nine Months Ended
(dollars in thousands)		July 31, 2018			July 31, 2017			$ Change		% Change		July 31, 2018			July 31, 2017			$ Change		% Change			October 31, 2018			October 31, 2017			$ Change		% Change		October 31, 2018			October 31, 2017			$ Change		% Change
Net sales		$	30,362		$	28,424		$	1,938	6.8	%	$	70,792		$	68,914		$	1,878	2.7	%		$	29,740		$	25,319		$	4,421	17.5	%	$	100,532		$	94,233		$	6,299	6.7	%
Gross profit		15,815			12,242			3,573		29.2	%	37,001			30,764			6,237		20.3	%		14,639			10,790			3,849		35.7	%	51,640			41,554			10,086		24.3	%
Gross margin		52.1		%	43.1		%					52.3		%	44.6		%						49.2		%	42.6		%					51.4		%	44.1		%
Operating expenses		$	7,027		$	5,605		$	1,422	25.4	%	$	12,265		$	10,674		$	1,591	14.9	%		$	6,902		$	5,433		$	1,469	27.0	%	$	19,167		$	15,848		$	3,319	20.9	%
Operating expenses as % of sales		23.1		%	19.7		%					17.3		%	15.5		%						23.2		%	21.5		%					19.1		%	16.8		%
Long-lived asset impairment loss		$	—		$	—						$	—		$	259							$	—		$	—						$	—		$	259
Operating income^(a)		$	8,788		$	6,637		$	2,151	32.4	%	$	24,736		$	20,090		$	4,646	23.1	%		$	7,737		$	5,357		$	2,380	44.4	%	$	32,473		$	25,447		$	7,026	27.6	%
Operating margin		28.9		%	23.3		%					34.9		%	29.2		%						26.0		%	21.2		%					32.3		%	27.0		%
^(a)At the segment level, operating income does not include an allocation of general and administrative expenses.	^(a)At the segment level, operating income does not include an allocation of general and administrative expenses.																					^(a)At the segment level, operating income does not include an allocation of general and administrative expenses.

The following factors were the primary drivers of the three- and ~~six-month~~nine-month year-over-year changes:

•

Market conditions. ~~Commodity prices remain unfavorable; however,~~The Ag market dynamics have generally been consistent with Company expectations and the Company does not expect significant changes in the next twelve to eighteen months. However, the division continues to ~~drive~~focus on driving growth ~~due to innovative~~regardless of market conditions through innovation and new product introductions as well as continuing to expand OEM relationships both domestically and ~~building on key OEM relationships.~~internationally. The Company does not generally model comparative market share position for its divisions, but the Company believes Applied Technology has maintained or increased its market share in fiscal 2019.

•

Sales volume. ~~Second~~Third quarter fiscal 2019 net sales increased ~~$1.9~~$4.4 million or ~~6.8%~~17.5%, to ~~$30.4~~$29.7 million compared to ~~$28.4~~$25.3 million in the prior year. Year-to-date sales increased ~~2.7%~~6.7% to ~~$70.8~~$100.5 million compared to ~~$68.9~~$94.2 million in the prior year. The ~~increases~~year-over-year growth in ~~net~~ sales infor both the three- and ~~six-month~~nine-month periods ~~were~~was led by ~~increases~~strong growth from new products and market share gains in ~~sales volume for its~~several core product ~~lines and favorable exchange rates in Europe and Canada.~~platforms.

•

International sales. For the ~~second~~third quarter of fiscal 2019, international sales totaled ~~$6.8~~$6.0 million, ~~down 11.9%~~up 14.0% from ~~$7.7~~$5.2 million in the prior year comparative period. International sales represented ~~22.3%~~20.1% of segment revenue compared to ~~27.0%~~20.7% of segment revenue in the prior year comparative period. Year-to-date, international sales totaled ~~$17.7~~$23.7 million, ~~a decrease~~an increase of ~~$0.2~~$0.5 million from a year ago. Year-to-date international sales represented ~~25.0%~~23.5% of segment sales compared to ~~26.0%~~24.6% in the prior year comparative period. The ~~year-to-date decrease in~~year-over-year international sales growth for both the three- and nine-month periods was ~~primarily driven~~led by ~~timing of significant purchases~~strong growth from new products and market share gains in several core product platforms. By geographic region, the increase was led by ~~a specific customer which the Company does not expect to be indicative of future trends.~~Latin America and Europe.

•

Gross margin. Gross margin increased to ~~52.1%~~49.2% for the ~~second~~third quarter of fiscal 2019, up from ~~43.1%~~42.6% in the prior year comparative period. ~~Fiscal 2019 first-half~~For the nine-month period ended October 31, 2018 gross margin increased to ~~52.3%~~51.4% from ~~44.6%~~44.1% in the fiscal 2018 comparative period. ~~Lower raw~~The year-over-year increase in profitability for both the three- and nine-month periods was primarily driven by increased leverage on higher sales volume, value engineering and sourcing efforts which reduced materials costs, ~~operational efficiencies,~~ and a reduction of manufacturing related engineering ~~support were the primary drivers of this increase year-over-year.~~support. Engineering support related expenses may be allocated to overhead, and thus cost of sales, or research and development expenses based on the focus of the engineering effort.

•

Operating expenses. Fiscal 2019 ~~second~~third quarter operating expense as a percentage of net sales was ~~23.1%~~23.2%, up from ~~19.7%~~21.5% in the prior year comparative period. Year-to-date operating expense as a percentage of net sales were up from ~~15.5%~~16.8% to ~~17.3%~~19.1%. ~~These increases~~The increase for both the three- and nine-month periods were primarily driven by higher investment in research and development activities and the start-up related costs to establish the division's Latin American headquarters in Brazil. ~~These strategic investments are expected~~Although the increased geographic presence in Latin America results in higher operating expenses, the division expects the investment to ~~support~~provide future growth and return from the ~~division's long-term growth through new product introductions and expanded geographic presence.~~region. Division operating margin for the ~~three-month period~~three- and nine-month periods increased ~~560~~480 and 530 basis ~~points. This increase in division profit was~~points, respectively. These increases were primarily driven by increased leverage on higher sales volume, and lower engineering support costs. Division operating margin for the six-month period increased 570 basis points. This increase in division profit was primarily driven by increased leverage on higher sales volume, lower warranty expense, value engineering and sourcing efforts which reduced materials costs and ~~favorable~~to a lesser extent, lower legal ~~recoveries.~~expenses.

•

Long-lived asset impairment loss. As described in Note 7 Goodwill, Long-lived Assets, and Other Intangibles of the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q, during the first quarter of fiscal 2018 the Company determined that the intangible asset related to the investment in AgEagle was fully impaired due to the decrease in expected future cash flows. No impairments were recognized in the three- or ~~six-month~~nine-month periods ended ~~July~~October 31, 2018 or the three-month period ended ~~July~~October 31, 2017.

Engineered Films

Engineered Films manufactures high performance plastic films and sheeting for agricultural, construction, geomembrane, and industrial applications. Engineered Films' ability to develop value-added innovative products is expanded by its fabrication, conversion, and installation capabilities.


		Three Months Ended											Six Months Ended												Three Months Ended											Nine Months Ended
(dollars in thousands)		July 31, 2018			July 31, 2017			$ Change			% Change		July 31, 2018			July 31, 2017			$ Change			% Change			October 31, 2018			October 31, 2017			$ Change			% Change		October 31, 2018			October 31, 2017			$ Change			% Change
Net sales		$	58,875		$	49,028		$	9,847		20.1	%	$	118,867		$	92,583		$	26,284		28.4	%		$	58,239		$	65,108		$	(6,869	)	(10.6	)%	$	177,106		$	157,691		$	19,415		12.3	%
Gross profit		12,756			11,526			1,230			10.7	%	27,942			22,273			5,669			25.5	%		11,361			19,358			(7,997		)	(41.3	)%	39,303			41,631			(2,328		)	(5.6	)%
Gross margin		21.7		%	23.5		%						23.5		%	24.1		%							19.5		%	29.7		%						22.2		%	26.4		%
Operating expenses		$	1,950		$	1,975		$	(25	)	(1.3	)%	$	3,940		$	4,002		$	(62	)	(1.5	)%		$	2,122		$	2,243		$	(121	)	(5.4	)%	$	6,062		$	6,245		$	(183	)	(2.9	)%
Operating expenses as % of sales		3.3		%	4.0		%						3.3		%	4.3		%							3.6		%	3.4		%						3.4		%	4.0		%
Operating income^(a)		$	10,806		$	9,551		$	1,255		13.1	%	$	24,002		$	18,271		$	5,731		31.4	%		$	9,239		$	17,115		$	(7,876	)	(46.0	)%	$	33,241		$	35,386		$	(2,145	)	(6.1	)%
Operating margin		18.4		%	19.5		%						20.2		%	19.7		%							15.9		%	26.3		%						18.8		%	22.4		%
^(a)At the segment level, operating income does not include an allocation of general and administrative expenses.	^(a)At the segment level, operating income does not include an allocation of general and administrative expenses.																							^(a)At the segment level, operating income does not include an allocation of general and administrative expenses.

The following factors were the primary drivers of the ~~three-month~~three- and nine-month year-over-year changes:

•

Market conditions. ~~End-market conditions~~The division continues to experience strong demand in the ~~geomembrane~~industrial market ~~have continued~~and Line 15, the division's new product line, will provide additional capacity to ~~improve over~~capture these opportunities starting in the ~~last twelve months. At the end of the second~~fourth quarter of this fiscal ~~2019,~~year. The U.S. energy market remains strong but the significant market rebound has leveled off and growth in rig counts has correspondingly slowed. Specifically, the year-over-year growth in U.S. land-based rig counts was approximately 18 percent while the sequential quarter-over-quarter growth in U.S. land-based rig counts was approximately 2 percent. Additionally, oil prices have ~~increased approximately 10% versus~~decreased recently to the ~~second~~$50 dollar-level, which if sustained may keep growth in the energy market more subdued. In the third quarter of fiscal ~~2018. Net~~2018 hurricane recovery film sales ~~included $8.9 million in deliveries~~were $8.4 million. Demand for hurricane recovery film is event driven and the prior year had abnormally high event-driven demand due to several significant hurricanes. Sales of hurricane recovery film in the ~~six-month period ending July 31, 2018 and there~~third quarter of this year were ~~no significant deliveries~~$1.5 million, down $6.9 million year-over-year. In the fourth quarter of this fiscal year, the division expects to realize another substantial decline in hurricane recovery film sales as compared to the prior year. In the fourth quarter of last year, the division realized $15.8 million in sales of hurricane recovery ~~film in the three months ended July 31, 2018. Sales of such film are generally less than $2.0 million on an annual basis.~~film. The Company does not ~~presently expect any additional hurricane recovery film sales in fiscal 2019. The Company does not~~generally model comparative market share position for its divisions, but the Company believes Engineered Films has maintained or increased market share in its core business.

•

Sales volume and selling prices. ~~Second~~Third quarter net sales were ~~$58.9~~$58.2 million, ~~an increase~~a decrease of ~~$9.8~~$6.9 million, or ~~20.1%~~10.6%, compared to fiscal 2018 ~~second~~third quarter net sales of ~~$49.0~~$65.1 million. ~~First half fiscal 2019 net sales were up $26.3 million, or 28.4%, to $118.9 million compared to $92.6 million~~Volume, measured in ~~the first half of fiscal 2018. As described in Note 6~~ ~~Acquisitions and Divestitures of and Investments in Businesses and Technologies~~ of the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q, during the third quarter of fiscal 2018 the Company closed on the acquisition of CLI, further strengthening Engineered Films' presence in the geomembrane market. CLI contributed $10.3 million and $18.4 million in sales for the three- and six-month periods ended July 31, 2018, respectively. In the three- and six-month periods ended July 31, 2017, the division generated $1.3 million and $3.6 million in sales to CLI, respectively. Drivers of the increase in the underlying business include improved market conditions within the geomembrane market, new business wins in the industrial market and the delivery of hurricane recovery films. One of the key capital investments in fiscal 2019 is a new blown film line (Line 15). The installation process is progressing according to schedule and start-up of the new line is anticipated in the fourth quarter of this fiscal year. The Company expects Linepounds sold, decreased approximately 15 ~~to be a strong contributor to organic growth in Engineered Films next year and over the long-term.~~

percent versus the prior year. The year-over-year decrease in net sales and volume in the third quarter of fiscal 2019 was driven by a significant decline in hurricane recovery film sales which were down $6.9 million year-over-year. For the nine-month period ended October 31, 2018, net sales were up $19.4 million, or 12.3%, to $177.1 million compared to $157.7 million in the nine-month period ended October 31, 2017. Volume, measured in pounds sold, decreased approximately 4 percent versus the prior year. The acquisition of CLI, which occurred in September of fiscal year 2018, contributed a total of $21.6 million in sales for the first seven months of fiscal 2019. For the first seven months of fiscal 2018 the division generated $4.1 million in sales to CLI as a customer. Refer to note 6 Acquisitions and Divestitures of and Investments in Businesses and Technologies of the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for more information on the acquisition of CLI. Drivers of the increase in the underlying business for the first nine months of fiscal 2019 included new business wins and improved market conditions within certain markets.

•

Gross margin. For the three- and ~~six-month~~nine-month periods ended ~~July~~October 31, 2018, gross margin was ~~21.7%~~19.5% and ~~23.5%~~22.2%, respectively. The gross margin for the three- and ~~six-month period~~nine-month periods ended ~~July~~October 31, 2017 was ~~23.5%~~29.7% and ~~24.1%~~26.4%, respectively. ~~Strong~~The year-over-year decrease in gross margin for three-month period was primarily driven by the impact of lower hurricane recovery film sales and the negative operating leverage associated with lower sales volume. The division ~~profit margins were sustained even with~~also experienced cost overruns on a large geomembrane installation project and remaining estimated costs to complete have been revised. These adjustments lowered profits by nearly $2 million in the ~~heavier mix~~third quarter of fiscal 2019. This installation ~~services~~project will be completed in the fourth quarter of this year and the Company expects this project to be break-even. The year-over-year decrease in gross margin for the nine-month period was driven by lower plant utilization. The previously mentioned installation project cost overruns also impacted the nine-month period.

•

Operating expenses. ~~Second~~Third quarter operating expenses were down ~~1.3%~~5.4% compared to the prior year ~~second~~third quarter. As a percentage of net sales, operating expenses were ~~3.3%~~3.6% in the current year three-month period as compared to 3.4% in the prior year comparative period. The decrease in sales for the three-month period caused the current year operating expenses to be higher as a percentage of sales. Year-to-date operating expenses were down 2.9% compared to the prior year comparative period. As a percentage of net sales, operating expenses were 3.4% in the current nine-month period as compared to 4.0% in the prior year comparative period. ~~Year-to-date~~Consistent expense discipline led to the year-over-year decline in operating expenses ~~were 3.3% as a percentage of net sales as compared to 4.3% in~~for both the ~~prior year comparative period. Expense discipline constrained costs while sales grew substantially.~~three- and nine-month periods ending October 31, 2018 and 2017.

Aerostar


	Three Months Ended										Six Months Ended											Three Months Ended										Nine Months Ended
(dollars in thousands)	July 31, 2018			July 31, 2017			$ Change		% Change		July 31, 2018			July 31, 2017			$ Change		% Change			October 31, 2018			October 31, 2017			$ Change		% Change		October 31, 2018			October 31, 2017			$ Change		% Change
Net sales	$	13,517		$	9,369		$	4,148	44.3	%	$	24,418		$	18,975		$	5,443	28.7	%		$	17,031		$	11,103		$	5,928	53.4	%	$	41,449		$	30,078		$	11,371	37.8	%
Gross profit	6,018			2,734			3,284		120.1	%	9,659			5,423			4,236		78.1	%		6,690			3,197			3,493		109.3	%	16,349			8,620			7,729		89.7	%
Gross margin	44.5		%	29.2		%					39.6		%	28.6		%						39.3		%	28.8		%					39.4		%	28.7		%
Operating expenses	$	2,183		$	1,346		$	837	62.2	%	$	3,019		$	2,617		$	402	15.4	%		$	2,851		$	1,838		$	1,013	55.1	%	$	5,870		$	4,455		$	1,415	31.8	%
Operating expenses as % of sales	16.2		%	14.4		%					12.4		%	13.8		%						16.7		%	16.6		%					14.2		%	14.8		%
Operating income^(a)	$	3,835		$	1,388		$	2,447	176.3	%	$	6,640		$	2,806		$	3,834	136.6	%		$	3,839		$	1,359		$	2,480	182.5	%	$	10,479		$	4,165		$	6,314	151.6	%
Operating margin	28.4		%	14.8		%					27.2		%	14.8		%						22.5		%	12.2		%					25.3		%	13.8		%
⁽¹⁾At the segment level, operating income does not include an allocation of general and administrative expenses.
^(a)At the segment level, operating income does not include an allocation of general and administrative expenses.																					^(a)At the segment level, operating income does not include an allocation of general and administrative expenses.

The following factors were the primary drivers of the ~~three-month~~three- and nine-month year-over-year changes:

•

Market conditions. Aerostar’s business consists of proprietary products and services to the aerospace, defense, and commercial markets. It is particularly challenging to measure market share information across the product and service offerings and the Company does not generally model comparative market share position for any of its divisions. However, the Company believes that the sales growth in the three- and ~~six-month~~nine-month periods was driven by market share gains and overall growth in the markets served.

•

Sales volume. Net sales increased ~~44.3%~~53.4% from ~~$9.4~~$11.1 million for the three-month period ended ~~July~~October 31, 2017 to ~~$13.5~~$17.0 million for the three-month period ended ~~July~~October 31, 2018. Year-to-date sales were ~~$24.4~~$41.4 million, up ~~$5.4~~$11.4 million year-over-year, or ~~28.7%~~37.8%. In the first quarter of fiscal 2019 the division sold its client private business. Aerostar's client private business generated sales of $0.0 million and $0.3 million for the three- and six-month periods in 2019 fiscal year, respectively, and $1.4 million and $3.0 million in the prior comparative three- and six-month periods, respectively. The increase in net sales for both the three- and nine-month periods was primarily driven by improved ~~sales volume in Aerostar's~~ stratospheric balloon ~~platform~~sales and ~~also benefited from~~ aerostat contract deliveries. Stratospheric balloon sales increased significantly as the

division completed several flight campaigns and other contract deliverables associated with new U.S. government customers. Also impacting the year-over-year net sales comparison is the divestiture of the client private business. In the first quarter of fiscal 2019 the division sold its client private business which generated sales of $0.0 million and $0.3 million for the three- and nine-month periods ended October 31, 2018, respectively, and $1.4 million and $4.4 million in the three- and nine-month periods ended October 31, 2017, respectively.

•

Gross margin. For the three-month period, gross margin increased from ~~29.2%~~28.8% to ~~44.5%~~39.3%. Gross margin increased from ~~28.6%~~28.7% to ~~39.6%~~39.4% in the ~~six-month~~nine-month period. The increase in ~~gross margin year-over-year~~profitability for both the three- and nine-month periods was primarily ~~the result~~due to increased leverage on higher sales volume and higher utilization of ~~a favorable sales mix and and a higher proportion of costs being allocated to specific stratospheric balloon~~engineering support on service contracts.

•

Operating expenses. ~~Second~~Third quarter fiscal 2019 operating expense was ~~$2.2~~$2.9 million, or ~~16.2%~~16.7% of net sales, an increase from ~~14.4%~~16.6% of net sales in the ~~second~~third quarter of fiscal 2018. The increase in operating expenses for the ~~second~~third quarter was primarily driven by higher internal research and development spending as compared to the prior year comparative period. Year-to-date operating expense as a percentage of net sales was ~~12.4%~~14.2%, down from ~~13.8%~~14.8% in the prior year. Expense discipline constrained costs while sales grew substantially.

Corporate Expenses (administrative expenses; other (expense), net; and income taxes)


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
(dollars in thousands)	July 31, 2018			July 31, 2017			July 31, 2018			July 31, 2017			October 31, 2018			October 31, 2017			October 31, 2018			October 31, 2017
Administrative expenses	$	6,819		$	5,887		$	17,222		$	11,257		$	7,166		$	5,990		$	24,388		$	17,247
Administrative expenses as a % of sales	6.6		%	6.8		%	8.1		%	6.2		%	6.8		%	5.9		%	7.7		%	6.1		%
Other (expense) income, net	$	(139	)	$	(63	)	$	5,540		$	(293	)
Other income (expense), net													$	674		$	(34	)	$	6,214		$	(327	)
Effective tax rate	16.8		%	29.2		%	17.9		%	30.5		%	8.6		%	32.6		%	15.6		%	31.3		%

Administrative spending for the three- and ~~six-month~~nine-month periods of fiscal 2019 was up ~~$0.9~~$1.2 million and ~~$6.0~~$7.1 million, respectively, compared to fiscal 2018. ~~Second quarter fiscal 2019 administrative~~Administrative spending in the three- and nine-month periods ended October 31, 2018 included ~~approximately $0.8~~$1.1 million, and $2.8 million of expenses related to Project ~~Atlas.~~Atlas, respectively. There were $0.3 million of Project Atlas related expenses in the prior year nine-month period ended October 31, 2017, all of which were incurred in the third quarter. Year-to-date fiscal 2019 administrative spending included an expense of $4.5 million related to the previously announced gift to SDSU, all of which was recognized in the first quarter of fiscal ~~2019, and approximately $1.7 million of expenses related to Project Atlas.~~2019.

Other income (expense) ~~income,~~, net consists primarily of activity related to the Company's equity method investments, interest income and expense, and foreign currency transaction gains or losses. Fiscal 2019 other income (expense) ~~income,~~, net for the ~~six months~~nine-month period also includes a $5.8 million gain on the sale of the Company's equity interest in SST. There were no significant items in other income (expense) ~~income,~~, net for the ~~first six months of~~three- and nine-month periods in fiscal year 2018.

The Company’s effective tax rates for the three-month periods ended ~~July~~October 31, 2018 and 2017 were ~~16.8%~~8.6% and ~~29.2%~~32.6%, respectively. The Company’s effective tax rate for the ~~six-month~~nine-month period ended ~~July~~October 31, 2018 was ~~17.9%~~15.6% compared to ~~30.5%~~31.3% in the prior year. The decrease in ~~the~~ effective tax ~~rate~~rates year-over-year is primarily due to the decrease in the federal statutory tax rate pursuant to the TCJA.

~~Other items causing~~ In addition, the ~~Company's~~ effective tax rate ~~to differ~~benefited from ~~the statutory~~favorable discrete tax ~~rate are more fully described in~~items. Refer to Note 12 Income Taxes of the Notes to the Consolidated Financial Statements included in Item 1 of this Form ~~10-Q.~~10-Q for more information on these impacts to the effective tax rate.

OUTLOOK

During the first ~~half~~nine months of fiscal 2019, ~~Organic~~the Company's overall performance has been strong. Significant growth ~~was strong~~in sales and profitability has been achieved and the Company continues to invest for Aerostar, new product success drove growth for Applied Technology, and Engineered Films executed well and has realized the benefits of the CLI acquisition. The Company expects the underlying strength of our business to continue in the second half of the year, and we are on track to deliver another strong year of growth and improved profitability.future growth.

Applied Technology has achieved organic growth through a focus on innovation. Superior offerings relative to competitive technologies in the marketplace and platform expansion have positioned Applied Technology well and resulted in market share gains in certain core product platforms. The division remains focused on its key growth initiatives, including its organic growth investment in Brazil and ~~leveraging~~continued new product development. At the ~~strength of its product portfolio. Our expectation is that~~same time, the division ~~will continue~~continues to ~~grow sales and drive further margin improvement in the second half~~evaluate a number of ~~fiscal 2019.~~

~~During the first six months of fiscal 2019, Engineered Films generated strong~~potential acquisition targets to supplement its organic growth ~~in both sales and division profit.~~strategy. The division is ~~investing in new capabilities~~consistently improving and ~~leveraging its acquisition of CLI to drive growth. In~~driving results towards the ~~second half of fiscal 2019 sales comparisons for~~ Company's long-term expectations.

Engineered Films ~~will be negatively impacted by~~also continues to invest for the ~~non-recurring nature~~future. The division is nearing the completion of Line 15 to expand capacity to capitalize on new opportunities within the industrial and geomembrane markets and is diligently preparing for its Project Atlas

go-live to provide for more advanced planning and operations management. The absence of significant hurricane recovery film ~~sales.~~sales was expected and adversely impacted the year-over-year comparisons for this year's third quarter. In the ~~second half~~fourth quarter of this fiscal year, the division expects to realize another substantial decline in hurricane recovery film sales as compared to the prior year. In the fourth quarter of last year, the division realized ~~$24.2~~$15.8 million in sales of hurricane recovery film ~~$8.4~~due to unusually high event-driven demand. Overall, market position is strong across all of the end-markets served by Engineered Films, and the Company expects that the division will perform well over the next twelve months and over the long-term.

Aerostar had another outstanding quarter, and the new $36 million radar contract award demonstrates the strategic nature of this core product line for the division. The division's financial performance and contract wins over the past year are a direct result of the focus that the division has achieved. Aerostar's sales are heavily based on government contracts which ~~occurred~~are not necessarily stable and predictable from quarter to quarter. Variability is to be expected. The Company expects sales in the fourth quarter to be lighter than what was experienced in the first three quarters of the year. This is due to timing of stratospheric balloon contracts and completion of the aerostat contract in the third quarter. ~~Substantial sales related to hurricane disaster recovery is not typical for~~Over the ~~division as sales of such film are generally less than $2.0 million on an annual basis. In the third and fourth quarters of the current fiscal year, the division does not~~longer term, we do expect ~~significant sales from hurricane recovery film. As a result, year-over-year sales comparisons~~continued growth in ~~the third and fourth quarter of this fiscal year will be negatively impacted. Excluding the impact of hurricane recovery film, we expect the division to continue to grow~~ sales and ~~to generate profit margins~~operating income from Aerostar in-line with our long-term ~~expectations.~~growth rate expectation of 10 percent.

~~Aerostar has had a really strong first six months of fiscal 2019.~~ The ~~division~~Company is ~~expected to continue to drive long-term profitable growth led by new contract wins for its core product offerings.~~

For the Company, Project Atlas related expenses are expected to be approximately $4 million in fiscal 2019. This investment is expected to drive efficiencies across the enterprise, enable faster integration of future acquisitions, automate a significant portion of internal controls,very pleased with both our third quarter and enhance the enterprise’s execution of its long-term growth strategy. Capital spending is expected to be approximately $22 million in fiscal 2019. These capital expenditures will include a new extrusion line for Engineered Films with an expected completion date toward the end of fiscal 2019. The effective tax rate for the full-year is expected to be approximately 20%, excluding discrete items.

~~Overall~~year-to-date financial performance was strong in the first half of fiscal 2019. We are executing our long-term strategic plan. We are investing heavily in new product development in Applied Technology, new manufacturing capacity in Engineered Films, and the commercialization of our stratospheric balloon platforms and radar systems in Aerostar. As we approach the anniversary of acquiring CLI, acquisitions remain a strategic focus and we are optimistic about the existing pipeline of opportunities.performance. We have made tremendous progress in a number of strategic areas, while continuing to invest for long-term growth. Our business model and strategic plans are strong ~~platform for organic growth~~ and ~~we are making the right investments and expanding margins. We believe we are on track to deliver another strong performance~~give us confidence in ~~fiscal year 2019.~~our future.

LIQUIDITY AND CAPITAL RESOURCES

The Company's balance sheet continues to reflect significant liquidity and a strong capital base. Management focuses on the current cash balance and operating cash flows in considering liquidity, as operating cash flows have historically been the Company's primary source of liquidity. Management expects that current cash, combined with the generation of positive operating cash flows, will be sufficient to fund the Company's normal operating, investing, and financing activities beyond the next twelve months. Additionally, the Company has a credit facility of up to $125.0 million with a maturity date of April 15, 2020.

The Company’s cash balances and cash flows were as follows:


(dollars in thousands)	July 31, 2018		January 31, 2018		July 31, 2017		October 31, 2018		January 31, 2018		October 31, 2017
Cash and cash equivalents	$	65,439	$	40,535	$	55,197	$	68,693	$	40,535	$	36,873


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
(dollars in thousands)	July 31, 2018			July 31, 2017			July 31, 2018			July 31, 2017			October 31, 2018			October 31, 2017			October 31, 2018			October 31, 2017
Cash provided by operating activities	$	25,049		$	12,159		$	38,652		$	19,861		$	13,656		$	10,973		$	52,308		$	30,834
Cash used in investing activities	(4,673		)	(2,753		)	(1,488		)	(5,589		)	(3,311		)	(14,488		)	(4,799		)	(20,077		)
Cash used in financing activities	(6,082		)	(5,010		)	(11,857		)	(10,003		)	(6,923		)	(14,701		)	(18,780		)	(24,704		)
Effect of exchange rate changes on cash and cash equivalents	(172		)	324			(403		)	280			(168		)	(108		)	(571		)	172
Net increase in cash and cash equivalents	$	14,122		$	4,720		$	24,904		$	4,549
Net increase (decrease) in cash and cash equivalents													$	3,254		$	(18,324	)	$	28,158		$	(13,775	)

Cash and cash equivalents totaled ~~$65.4~~$68.7 million at ~~July~~October 31, 2018, an increase of ~~$24.9~~$28.2 million from $40.5 million at January 31, 2018. The comparable balance as of ~~July~~October 31, 2017 was ~~$55.2~~$36.9 million. ~~Cash~~Continued strength in operating cash flows and cash proceeds from the sale of ~~SST and continued strength in operating cash flows principally~~investments drove the increase in cash versus the prior year end.

Operating Activities

Operating cash ~~flows result~~flow results were primarily from cash received from customers, which is offset by cash payments for inventories, services, employee compensation, and income taxes. Strong cash flow from operating activities was sustained ~~year-over year.~~year-over-year. Cash provided by operating activities was ~~$38.7~~$52.3 million for the first ~~six~~nine months of fiscal 2019 compared with ~~$19.9~~$30.8 million in the first ~~six~~nine months of fiscal 2018. The increase in operating cash flows year-over-year was primarily due to the increase in net income.

The Company's cash needs have minimal seasonal trends. As a result, the discussion of trends in operating cash flows focuses on the primary drivers of year-over-year variability in net working capital. Net working capital and net working capital percentage

are metrics used by management as a guide in measuring the efficient use of cash resources to support business activities and growth. The Company's net working capital for the comparative periods was as follows:


(dollars in thousands)		July 31, 2018			July 31, 2017				October 31, 2018			October 31, 2017
Accounts receivable, net		$	61,348		$	46,398			$	66,166		$	59,573
Plus: Inventories		55,993			50,844				53,229			53,481
Less: Accounts payable		14,882			12,597				12,149			13,383
Net working capital^(a)		$	102,459		$	84,645			$	107,246		$	99,671

Annualized net sales^(b)		410,736			346,440				419,332			405,396
Net working capital percentage^(c)		24.9		%	24.4		%		25.6		%	24.6		%
^(a) Net working capital is defined as accounts receivable (net) plus inventories less accounts payable.	^(a) Net working capital is defined as accounts receivable (net) plus inventories less accounts payable.							^(a) Net working capital is defined as accounts receivable (net) plus inventories less accounts payable.
^(b) Annualized net sales is defined as the most recent quarter net sales times four for each of the fiscal periods, respectively.	^(b) Annualized net sales is defined as the most recent quarter net sales times four for each of the fiscal periods, respectively.							^(b) Annualized net sales is defined as the most recent quarter net sales times four for each of the fiscal periods, respectively.
^(c) Net working capital percentage is defined as Net working capital divided by Annualized net sales for each of the fiscal periods, respectively.	^(c) Net working capital percentage is defined as Net working capital divided by Annualized net sales for each of the fiscal periods, respectively.							^(c) Net working capital percentage is defined as Net working capital divided by Annualized net sales for each of the fiscal periods, respectively.

The net working capital percentage ~~increased 50~~deteriorated 100 basis points year-over-year in the ~~second~~third quarter of fiscal 2019. The ~~increase~~change was primarily driven by an increase in ~~receivables within Engineered Films as a~~Aerostar's accounts receivable in conjunction with their significantly higher sales and timing of flight campaigns and related invoicing. The increase was not the result of ~~the acquisition of CLI and an increase in inventory in response~~extended payment terms, but rather due to ~~significantly higher energy market demand.~~timing. The Company remains focused on managing efficient levels of receivables, inventories, and accounts payable and will continue to take actions to reduce net working capital requirements.

Inventory was flat at the end of the third quarter of fiscal 2019 compared to the third quarter of fiscal 2018. In comparison, net sales increased ~~$5.1~~$3.5 million, or ~~10.1%~~3.4%, year-over-year in the third quarter.

Accounts receivable increased $6.6 million, or 11.1%, year-over-year to $66.2 million at October 31, 2018 from $59.6 million at October 31, 2017. In comparison, net sales increased $3.5 million, or 3.4%, year-over-year in the third quarter. The increase was not the result of extended payment terms. It was primarily driven by an increase in Aerostar's accounts receivable in conjunction with their significantly higher sales and timing of contract deliverables and related invoicing.

Accounts payable decreased $1.2 million, or 9.2%, year-over-year from ~~$50.8~~$13.4 million at ~~July~~October 31, 2017 to ~~$56.0~~$12.1 million at ~~July~~October 31, 2018. In comparison, net sales increased ~~$16.1~~$3.5 million, or ~~18.6%~~3.4%, year-over-year in the ~~second~~third quarter. The ~~increase~~decrease in ~~inventory~~accounts payable year-over-year was primarily ~~to support the growth in net sales and backlog in the Engineered Films Division.~~

Accounts receivable increased $15.0 million, or 32.2%, year-over-year to $61.3 million at July 31, 2018 from $46.4 million at July 31, 2017. In comparison, net sales increased $16.1 million, or 18.6%, year-over-year in the second quarter. The increase in accounts receivable was led by an increase in receivables within Engineered Films as a result of the acquisition of CLI and increased sales volume.

Accounts payable increased $2.3 million, or 18.1%, year-over-year from $12.6 million at July 31, 2017 to $14.9 million at July 31, 2018. In comparison, net sales increased $16.1 million, or 18.6%, year-over-year in the second quarter. The increase in accounts

~~payable was primarily driven by higher inventory purchases during the quarter. Accounts payable increased less than inventory~~ due to ~~the~~ timing of purchases and cash payments.

Investing Activities

Cash ~~provided~~used by investing activities was ~~$1.5~~$4.8 million for the first ~~six~~nine months of fiscal 2019 compared with cash used of ~~$5.6~~$20.1 million in the first ~~six~~nine months of fiscal 2018. The first ~~six~~nine months of fiscal 2019 cash flows included $6.7 million from the sale of the Company's ownership interest in SST. The prior fiscal year included $12.7 million cash payments related to business acquisitions while the current year had none. Capital expenditures increased ~~$1.6~~$3.4 million versus the first ~~six~~nine months of fiscal 2018 due primarily ~~due~~ to expenditures related to aEngineered Films' new ~~Engineered Films~~ extrusion line (Line 15) that is expected to be completed ~~toward~~in the ~~end~~fourth quarter of fiscal year 2019.

~~Management anticipates fiscal 2019 capital spending to be approximately $22 million.~~ The Company continues to maintain a disciplined approach to capital spending. Expanding Engineered Films' capacity and maintaining Applied Technology's capital spending to advance product development are expected to continue. In addition, management will continue to evaluate ~~strategic acquisitions that result in expanded capabilities and improved competitive advantages.~~a number of potential acquisition targets to supplement its organic growth strategy.

Financing Activities

Cash used for financing activities for the first ~~six~~nine months of fiscal 2019 was ~~up $1.9~~down $5.9 million compared with the first ~~six~~nine months of fiscal 2018. The decrease in cash used was driven by $10.0 million of shares repurchased in the prior fiscal year third quarter. There were no shares repurchased in the first nine months of fiscal 2019.

Dividends per share were flat at ~~26.0~~39.0 cents per share. Total cash outflows for dividends in the ~~six-month~~nine-month periods ended ~~July~~October 31, 2018 and 2017 ~~were $9.3~~was $14.0 million ~~and $9.4 million, respectively.~~for both fiscal years.

During the ~~six~~nine months ended ~~July~~October 31, 2018 and ~~July~~October 31, 2017, the Company made payments of ~~$0.5~~$1.2 million and ~~$0.3~~$0.4 million, respectively, on acquisition-related contingent liabilities.

No borrowing or repayment occurred on the Credit Agreement during the first ~~six~~nine months of fiscal 2019 or fiscal 2018.

Financing cash outflows in the first ~~six~~nine months of fiscal 2019 ~~and 2018~~ included employee taxes paid in relation to net settlement of restricted stock units that vested during the first ~~six~~nine months and stock options exercised in the ~~period.~~period of $3.4 million compared to $0.3 million in the first nine months of fiscal 2018.

Other Liquidity and Capital Resources

The Company entered into a credit agreement dated April 15, 2015. This agreement (Credit Agreement), more fully described in Note 10 Financing Arrangements of the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q, provides for a syndicated senior revolving credit facility up to $125 million with a maturity date of April 15, 2020. There were no borrowings under the Credit Agreement for any of the fiscal periods covered by this Form 10-Q. Availability under the Credit Agreement for borrowings as of ~~July~~October 31, 2018 was $124.5 million.

The Credit Agreement contains customary affirmative and negative covenants, including those relating to financial reporting and notification, limits on levels of indebtedness and liens, investments, mergers and acquisitions, affiliate transactions, sales of assets, restrictive agreements, and change in control as defined in the Credit Agreement. Financial covenants include an interest coverage ratio and funded indebtedness to earnings before interest, taxes, depreciation, and amortization as defined in the Credit Agreement. The Company is in compliance with all financial covenants set forth in the Credit Agreement.

Letters of credit (LOCs) totaling $0.5 million and $1.1 million were outstanding at ~~July~~October 31, 2018 and ~~July~~October 31, 2017, respectively. Any draws required under the LOCs would be settled with available cash or borrowings under the Credit Agreement.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There have been no material changes in the Company’s known off-balance sheet debt and other unrecorded obligations since the fiscal year ended January 31, 2018 other than item discussed below.

Raven is eligible to receive earn-out payments related to the disposition of Aerostar's client private business and the Company's ownership interest in SST if certain post-closing performance benchmarks are satisfied. The Company will recognize the earn-out payments as income in the period they are realized under the terms of the respective agreement.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting policies are those that require the application of judgment when valuing assets and liabilities on the Company's balance sheet. For a description of our critical accounting policies and estimates affecting revenue recognition, see Note 2 Summary of Significant Accounting Policies and Note 5 Revenue to our consolidated financial statements included in this Quarterly Report on Form 10-Q. For a description of other critical accounting policies that affect our more significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our Annual Report on Form 10-K for the year ended January 31, 2018 filed with the SEC. With the exception of the changes to our revenue recognition policies referenced above, there have been no material changes to our critical accounting policies during the ~~six~~nine months ended ~~July~~October 31, 2018.

ACCOUNTING PRONOUNCEMENTS

See Note 2 Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for a summary of recent accounting pronouncements.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future, not past or historical events. Without limiting the foregoing, the words "anticipates," "believes," "expects," "intends," "may," "plans," "should," "estimate," "predict," "project," "would," "will," "potential," and similar expressions are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. The Company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act.

Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions when made, there is no assurance that such assumptions are correct or that these expectations will be achieved. Assumptions involve important risks and uncertainties that could significantly affect results in the future. These risks and uncertainties include, but are not limited to, those relating to weather conditions and commodity prices, which could affect sales and profitability in some of the Company's primary markets, such as agriculture and construction and oil and gas drilling; or changes in competition, raw material availability, technology or relationships with the Company's largest customers, risks and uncertainties relating to development of new technologies to satisfy customer requirements, possible development of competitive technologies, risks of litigation, ability to scale production of new products without negatively impacting quality and cost, risks of operating in foreign markets, risks relating to acquisitions, including risks of integration or unanticipated liabilities or contingencies, and ability to finance investment and net working capital needs for new development projects, any of which could adversely impact any of the Company's product lines, as well as other risks described in Item 1A., Risk Factors, of the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2018. The foregoing list is not exhaustive and the Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.



ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The exposure to market risks pertains mainly to changes in interest rates on cash and cash equivalents, and short-term investments. The Company has no outstanding long-term debt but does have an immaterial amount of capital lease obligations as of ~~July~~October 31, 2018 and January 31, 2018. The Company does not expect operating results or cash flows to be significantly affected by changes in interest rates.

The Company's subsidiaries that operate outside the United States use their local currency as the functional currency. The functional currency is translated into U.S. dollars for balance sheet accounts using the period-end exchange rates, and average exchange rates for the statement of income. Cash and cash equivalents held in foreign currency (primarily Euros and Canadian dollars) totaled ~~$5.8~~$4.0 million and $4.1 million at ~~July~~October 31, 2018 and January 31, 2018, respectively. Adjustments resulting from financial statement translations are included as cumulative translation adjustments in "Accumulated other comprehensive income (loss)" within shareholders' equity. Foreign currency transaction gains or losses are recognized in the period incurred and are included in "Other income (expense) ~~income,~~, net" in the Consolidated Statements of Income and Comprehensive Income. Foreign currency fluctuations had no material effect on the Company's financial condition, results of operations, or cash flows.

The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. However, the Company does utilize derivative financial instruments to manage the economic impact of fluctuation in foreign currency exchange rates on those transactions that are denominated in currency other than its functional currency, which is the U.S. dollar. Such transactions are principally Canadian dollar-denominated transactions. The use of these financial instruments had no material effect on the Company's financial condition, results of operations, or cash flows.



ITEM 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~July~~October 31, 2018. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified

in the SEC’s rules and forms. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~July~~October 31, 2018

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the ~~six-month~~nine-month period ended ~~July~~October 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

RAVEN INDUSTRIES, INC.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings:

The Company is involved as a party in lawsuits, claims, regulatory inquiries, or disputes arising in the normal course of its business, the potential costs and liability of which cannot be determined at this time. Management does not believe the ultimate outcomes of its legal proceedings are likely to be significant to its results of operations, financial position, or cash flows.

The Company has insurance policies that provide coverage to various degrees for potential liabilities arising from legal proceedings.

Item 1A. Risk Factors:

The Company’s business is subject to a number of risks, including those identified in Item 1A "Risk Factors" of the Company’s Annual Report on Form 10-K for the year ended January 31, 2018, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from fiscal period to fiscal period. The risks described in the Annual Report on Form 10-K are not exhaustive. Additional risks we currently deem to be immaterial or are unknown to us at this time also could materially affect our business, results of operations, financial condition, and/or liquidity.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:

On November 3, 2014 the Company's Board of Directors (Board) authorized a $40.0 million stock buyback program. Since that time, the Board has provided additional authorizations to increase the total amount authorized under the program to $75.0 million. The Company made no purchases (recorded on trade date basis) of its own equity securities during the first ~~six~~nine months of fiscal 2019. There is $28.0 million still available for share repurchases under this Board-authorized program which remains in place until such time as the authorized spending limit is reached or is revoked by the Board.

Item 3. Defaults Upon Senior Securities: None

~~(dollars in thousands, except per-share amounts)~~

Item 4. Mine Safety Disclosures: None

Item 5. Other Information: None

Item 6. Exhibits:



Exhibit Number		Description

10.1		Amended and Restated Deferred Stock Compensation Plan for Directors of Raven Industries, Inc., effective July 11, 2018 (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed July 12, 2018).

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

Pursuant to the requirements 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.

	/s/ Steven E. Brazones
	Steven E. Brazones
	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Date: ~~August 23,~~November 28, 2018

~~#31~~#33