FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 ~~(Mark~~

(Mark One) ~~(X)~~

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

For the quarterly period ended: April 30, 2001

OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: OCTOBER 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ---------------------------

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

For the transition period from ___________________________

Commission file number: 0-3136

RAVEN INDUSTRIES, INC. ~~------------------------------------------------------------ (Exact~~
(Exact name of registrant as specified in its charter) SOUTH DAKOTA 46-0246171 - -------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

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

205 ~~EAST 6TH STREET~~ East 6th Street
P.O. ~~BOX~~Box 5107 ~~SIOUX FALLS,~~
Sioux Falls, SD 57117-5107 ~~------------------------------------------------------------ (Address~~
(Address of principal executive offices) (Zip code)

605-336-2750 ~~-------------------------- Registrant's~~
Registrant’s telephone number, including area code

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.

Yes X No ~~--------- ---------~~

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the ~~issuer's~~issuer’s classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AS OF DECEMBER 7, 2000 - --------------------- ----------------------------------- Common Stock 3,202,282 shares

Class		Outstanding as of May 31, 2001
Common Stock		3,125,604 shares

RAVEN INDUSTRIES, INC. AND SUBSIDIARIES

INDEX ~~PAGE NO. --------~~

PART I–FINANCIAL INFORMATION

PAGE NO.

Consolidated Balance Sheet as of April 30, 2001,
January 31, 2001 and April 30, 2000

Consolidated Statement of Income for the three
month periods ended April 30, 2001 and 2000

Consolidated Statement of Cash Flows for the three
month periods ended April 30, 2001 and 2000

Notes to Consolidated Financial Statements

6-7

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

8-10

PART II–OTHER INFORMATION

PART I - FINANCIAL INFORMATION Consolidated Balance Sheet as of October 31, 2000, January 31, 2000 and October 31, 1999 3 Consolidated Statement of Income for the three and nine month periods ended October 31, 2000 and 1999 4 Consolidated Statement of Cash Flows for the nine month periods ended October 31, 2000 and 1999 5 Notes to Consolidated Financial Statements 6-8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 PART II - OTHER INFORMATION 13 ~~PART I - FINANCIAL INFORMATION~~

RAVEN INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET ~~(Dollars~~
(Dollars in thousands, ASSETS Cash and cash equivalents........................................................ $11,926 Accounts and notes receivable, less allowance for doubtful accounts of $551,778, $400,000 and $502,497 as of 10/31/00, 01/31/00 and 10/31/99, respectively............................... Inventories: Materials...................................................................... In process..................................................................... Finished goods................................................................. Total inventories.......................................................... Deferred income taxes............................................................ Prepaid expenses and other current assets ....................................... Total current assets....................................................... Property, plant and equipment.................................................... Less: accumulated depreciation................................................. Property, plant and equipment, net......................................... Other assets, net................................................................ TOTAL ASSETS..................................................................... $68,335 LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term debt................................................ Accounts payable................................................................. Income taxes payable ............................................................ Accrued liabilities and customer advances........................................ Total current liabilities.................................................. Long-term debt, less current portion............................................. Other liabilities, primarily compensation and benefits .......................... Stockholders' equity Common stock, $1 par value, authorized shares: 100,000,000; issued: 5,220,614; 5,218,114 and 5,215,489 shares as of 10/31/00, 01/31/00 and 10/31/99, respectively ................................ Paid in capital................................................................ Retained earnings.............................................................. Less treasury stock, at cost: 1,980,957; 1,302,007 and 909,848 shares as of 10/31/00, 01/31/00 and 10/31/99, respectively ....................................... Total stockholders' equity................................................. TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY....................................... $68,335 ~~THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS.~~ except per share data)
10/31/00 01/31/00 10/31/99 -------- -------- -------- (unaudited) (unaudited) $ 5,707 $ 4,557 19,271 22,717 31,339 13,769 15,650 17,147 3,333 4,997 4,702 3,416 3,815 5,489 ------- ------- ------- 20,518 24,462 27,338 2,909 1,919 1,568 216 566 309 ------- ------- ------- 54,840 55,371 65,111 ------- ------- ------- 38,743 48,949 49,691 27,102 33,881 34,848 ------- ------- ------- 11,641 15,068 14,843 1,854 3,608 3,610 ------- ------- ------- $74,047 $83,564 ======= ======= ======= $1,012 $ 1,044 $ 1,555 4,089 5,320 7,029 2,308 90 444 9,110 8,248 10,140 ------- ------- ------- 16,519 14,702 19,168 2,013 3,024 3,024 1,801 1,802 1,694 5,221 5,218 5,215 3,420 3,177 2,961 66,930 64,236 63,665 ------- ------- ------- 75,571 72,631 71,841 27,569 18,112 12,163 ------- ------- ------- 48,002 54,519 59,678 ------- ------- ------- $74,047 $83,564 ======= ======= =======
04/30/01
(unaudited) 01/31/01
04/30/00
(unaudited)
ASSETS
Cash and cash equivalents $ 14,548 $ 10,673 $ 1,866
Accounts receivable, less allowance for doubtful accounts of
$399, $400 and $461 as of 04/30/01, 01/31/01 and
04/30/00, respectively 17,214 19,274 22,687
Inventories:
  Materials 12,313 12,317 16,600
  In process 2,954 2,497 6,232
  Finished goods 3,360 4,170 4,355
      Total inventories 18,627 18,984 27,187
Deferred income taxes 2,557 2,516 2,010
Prepaid expenses and other current assets 505 371 536
      Total current assets 53,451 51,818 54,286

Property, plant and equipment 38,456 37,878 49,552
Accumulated depreciation (26,980 ) (26,231 ) (34,893 )
      Property, plant and equipment, net 11,476 11,647 14,659
Other assets, net 2,723 2,191 3,592
Total assets $ 67,650 $ 65,656 $ 72,537

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt $ 13 $ 1,012 $ 33
Accounts payable 5,271 3,490 5,969
Accrued liabilities and customer advances 9,612 9,433 8,941
      Total current liabilities 14,896 13,935 14,943

Long-term debt, less current portion 2,000 2,013 3,012
Other liabilities, primarily compensation and benefits 1,722 1,719 1,987

Stockholders’ equity:
  Common stock, $1 par value, authorized shares: 100,000,000;
  issued: 5,223,239; 5,223,239 and 5,218,114 shares as of
  04/30/01, 01/31/01 and 04/30/00, respectively 5,223 5,223 5,218
  Paid in capital 3,459 3,459 3,177
  Retained earnings 69,893 68,248 65,259
78,575 76,930 73,654

  Less treasury stock, at cost:
    2,096,307; 2,063,807 and 1,522,707 shares as of 04/30/01,
    01/31/01 and 04/30/00, respectively 29,543 28,941 21,059
    Total stockholders’ equity 49,032 47,989 52,595
Total liabilities and stockholders’ equity $ 67,650 $ 65,656 $ 72,537

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

Page 3
PART I -– FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(unaudited) ~~(Dollars~~
(Dollars in thousands, except per share data)
FOR THE THREE FOR THE NINE MONTHS ENDED MONTHS ENDED --------------------- --------------------- 10/31/00 10/31/99 10/31/00 10/31/99 -------- -------- -------- -------- Net sales............................. $ 34,678 $ 44,971 $ 98,608 $116,431 Cost of goods sold.................... 30,898 38,486 83,411 97,347 -------- -------- -------- -------- Gross profit........................ 3,780 6,485 15,197 19,084 Operating expenses Selling............................. 1,496 2,051 5,001 6,043 Administrative...................... 1,844 1,811 5,306 5,357 Gain on sale of businesses.......... (3,136) (966) (3,136) (966) -------- -------- -------- -------- Operating income................. 3,576 3,589 8,026 8,650 Interest expense...................... (83) (141) (204) (333) Other income, net..................... 99 79 223 304 -------- -------- -------- -------- Income before income taxes.......... 3,592 3,527 8,045 8,621 Income taxes.......................... 1,929 1,273 3,532 3,112 -------- -------- -------- -------- Net income.......................... $ 1,663 $ 2,254 $ 4,513 $ 5,509 ======== ======== ======== ======== Net income per common share: Basic......................... $ 0.50 $ 0.52 $ 1.28 $ 1.22 Diluted ...................... $ 0.50 $ 0.52 $ 1.28 $ 1.22 Cash dividends paid per share ........ $ 0.18 $ 0.17 $ 0.52 $ 0.49
~~THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS.~~
FOR THE THREE
MONTHS ENDED
04/30/01 04/30/00

Net sales $ 30,972 $ 32,168
Cost of goods sold 24,733 26,010

  Gross profit 6,239 6,158

Selling, general and administrative expenses 2,945 3,559

     Operating income 3,294 2,599

Interest expense (39 ) (57 )
Other income, net 160 79

  Income before income taxes 3,415 2,621

Income taxes 1,206 944
  Net income $ 2,209 $ 1,677

Net income per common share:

        Basic $ 0.70 $ 0.44

        Diluted $ 0.70 $ 0.44

Cash dividends paid per share $ 0.18 $ 0.17

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

Page 4
PART I -– FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited) ~~(Dollars~~
(Dollars in thousands)
FOR THE NINE MONTHS ENDED ----------------------- 10/31/00 10/31/99 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income................................................. $ 4,513 $ 5,509 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.......................... 3,011 4,074 Provision for losses on accounts receivable ........... 475 232 Gain on sale of businesses............................. (3,136) (966) Deferred income taxes.................................. (1,108) (492) Change in accounts and interest receivable ............ 239 (5,740) Change in inventories.................................. 2,477 (3,112) Change in prepaid expenses and other current assets.... 349 85 Change in operating liabilities........................ 1,696 3,196 Other.................................................. 34 (21) -------- --------- Net cash provided by operating activities.................. 8,550 2,765 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures....................................... (2,412) (2,619) Proceeds from the sale of businesses ...................... 12,318 8,228 Other...................................................... 37 45 -------- --------- Net cash provided by (used in) investing activities........ 9,943 5,654 -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of short-term debt................................ 3,500 6,000 Payment of short-term debt................................. (3,500) (6,000) Long-term debt principal payments.......................... (1,043) (1,053) Net proceeds from exercise of stock options ............... 45 -- Dividends paid............................................. (1,819) (2,212) Purchase of treasury stock................................. (9,457) (5,932) -------- --------- Net cash provided by (used in) financing activities........ (12,274) (9,197) -------- --------- Net increase (decrease) in cash and equivalents............ 6,219 (778) Cash and cash equivalents at beginning of period ............ 5,707 5,335 -------- --------- Cash and cash equivalents at end of period .................. $ 11,926 $ 4,557 ======== =========
~~THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS.~~
FOR THE THREE
MONTHS ENDED
04/30/01 04/30/00
Cash flows from operating activities:
  Net income $ 2,209 $ 1,677
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization 781 1,098
      Provision for losses on accounts receivable, net of recoveries (10 ) 139
      Deferred income taxes (13 ) (161 )
      Change in accounts and interest receivable 2,055 (266 )
      Change in inventories 371 (2,725 )
      Change in prepaid expenses and other assets (714 ) 30
      Change in operating liabilities 1,963 1,503
  Net cash provided by operating activities 6,642 1,295

Cash flows from investing activities:
  Capital expenditures (619 ) (603 )
  Proceeds from the sale of businesses — 157
  Other, net 30 (66 )
  Net cash provided by (used in) investing activities (589 ) (512 )

Cash flows from financing activities:
  Long-term debt principal payments (1,012 ) (1,023 )
  Dividends paid (564 ) (654 )
  Purchase of treasury stock (602 ) (2,947 )
  Net cash provided by (used in) financing activities (2,178 ) (4,624 )

  Net increase (decrease) in cash and equivalents 3,875 (3,841 )

Cash and cash equivalents at beginning of period 10,673 5,707

Cash and cash equivalents at end of period $ 14,548 $ 1,866

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

Page 5
PART I -– FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited) ~~1. The accompanying unaudited consolidated financial statements have~~
1. The accompanying unaudited consolidated financial information has been prepared by Raven Industries, Inc. (the company) in accordance with accounting principles generally accepted in the United States of America 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, it does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair representation have been included. Financial results for the three-month period ended April 30, 2001 are not necessarily indicative of the results that may be expected for the year ending January 31, 2002. The January 31, 2001 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. This financial information should be read in conjunction with the consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended January 31, 2001.

2. Certain reclassifications have been made to the April 30, 2000 and January 31, 2001 consolidated balance sheets and the April 30, 2000 statement of America 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, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair representation have been included. Financial results for the three and nine-month periods ended October 31, 2000 are not necessarily indicative of the results that may be expected for the year ending January 31, 2001. The January 31, 2000 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the consolidated financial statements and notes included in the company's annual report on Form 10-K for the year ended January 31, 2000. 2. Certain reclassifications have been made to the October 31, 1999 and January 31, 2000 consolidated balance sheets to conform to the current year presentation. These reclassifications had no impact on stockholders' equity or the company's results of operations. 3. Options to purchase approximately 225,000 shares of the Company's common stock were excluded from the diluted earnings per share calculations for each of the periods ended October 31, 1999 and October 31, 2000, respectively, because their exercise prices were greater than the average market price of the company's common stock during those periods. Details of the earnings per share computation are presented below (dollars in thousands, except per share data):
FOR THE THREE FOR THE NINE MONTHS ENDED MONTHS ENDED ------------------------------------------------------ 10/31/00 10/31/99 10/31/00 10/31/99 ---------- ---------- ---------- ---------- ~~Net~~ income .............................. $ 1,663 $ 2,254 $ 4,513 $ 5,509 ========== ========== ========== ========== Weightedto conform to the April 30, 2001 presentation. These reclassifications had no impact on previously reported total assets, total liabilities, stockholders’ equity or the company’s results of operations.

3. Options to purchase approximately 242,000 and 112,000 shares of the Company’s common stock were excluded from the diluted earnings per share calculations for each of the periods ended April 30, 2000 and April 30, 2001, respectively, because their exercise prices were greater than the average market price of the company’s common ~~shares outstanding.............................. 3,295,100 4,332,108 3,528,894 4,498,194 Dilutive impact~~stock during those periods. Details of stock options......... 2,851 739 114 0 ---------- ---------- ----------- ---------- Weighted averagethe earnings per share computation are presented below (dollars in thousands, except per share data):

FOR THE THREE
MONTHS ENDED
04/30/01 04/30/00

Net income $ 2,209 $ 1,677

Weighted average common shares
     outstanding 3,138,690 3,823,361

Dilutive impact of stock options 19,793 0
Weighted average common and common equivalent
     shares outstanding 3,158,483 3,823,361

Net income per share:
     Basic $ 0.70 $ 0.44
     Diluted $ 0.70 $ 0.44

4. The company’s reportable segments are defined by their common technologies, production processes and common equivalent shares outstanding............ 3,297,951 4,332,847 3,529,008 4,498,194 ========== ========== ========== ========== Netraw materials. These segments are consistent with the company’s management reporting structure. The company measures the performance of its segments based on their operating income per share: Basic.................................... $ 0.50 $ 0.52 $ 1.28 $ 1.22 ========== ========== ========== ========== Diluted.................................. $ 0.50 $ 0.52 $ 1.28 $ 1.22 ========== ========== ========== ========== exclusive of administrative and general expenses. The results of these segments are shown on the following table:
During the third quarter of fiscal 2001, certain options containing a cash bonus feature expired. Accordingly, the company reduced its accrued liabilities and associated deferred tax asset by approximately $309,000 and $108,000 respectively, and correspondingly increased additional paid-in capital by approximately $201,000. 4. The company's three reportable segments (Electronics, Plastics and Sewn Products) are defined by their common technologies, raw materials and production processes.
Page 6
PART I -– FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited) ~~These segments are consistent with~~

(Dollars in thousands) FOR THE THREE
MONTHS ENDED
04/30/01 04/30/00
NET SALES
Electronic Systems $ 5,718 $ 6,281
Flow Controls 7,894 5,469
Engineered Films 9,380 8,724
Aerostar 3,514 3,458
Beta Raven 2,454 2,371
Businesses sold and for sale 2,012 5,865

Total company $ 30,972 $ 32,168

OPERATING INCOME (LOSS)
Electronic Systems $ 9 $ 354
Flow Controls 2,377 1,666
Engineered Films 2,287 1,757
Aerostar 209 (9 )
Beta Raven (388 ) 225
Businesses sold and for sale 352 362
Corporate expenses (1,552 ) (1,756 )

Total company $ 3,294 $ 2,599

5. On August 28, 2000, the company's management reporting structure. The company's customers (distributors or original equipment manufacturers) provide opportunities for each segment to serve various markets. Distribution methods are similar across and within segments. The results of these segments are shown on the following table:
FOR THE THREE FOR THE NINE MONTHS ENDED MONTHS ENDED ----------------------------------------------- 10/31/00 10/31/99 10/31/00 10/31/99 -------- -------- -------- -------- NET SALES Electronics ................................. $ 12,471 $ 12,181 $ 37,556 $ 37,015 Plastics .................................... 12,982 19,991 42,060 57,969 Sewn Products ............................... 9,225 12,799 18,992 21,447 -------- -------- -------- -------- Total company ............................... $ 34,678 $ 44,971 $ 98,608 $116,431 ======== ======== ======== ======== OPERATING INCOME (LOSS) Electronics ................................. ($ 2,029) $ 679 ($ 967) $ 2,261 Plastics .................................... 5,242 2,599 8,682 5,874 Sewn Products ............................... 363 311 311 515 -------- -------- -------- -------- Totalsold substantially all of the assets of its Plastic Tank division to Norwesco, Inc. The sale did not include the company’s plant in Tacoma, Washington, for which the company ~~............................... $ 3,576 $ 3,589 $ 8,026 $ 8,650 ======== ======== ======== ========~~ is actively pursuing its sale. The Tacoma plant assets, primarily inventory and manufacturing equipment, are included in the April 30, 2001 and January 31, 2001 balance sheets at their estimated net realizable value.
5. On October 29, 1999, the company sold its Glasstite business, recording a gain of $966,000 in the three and nine-month periods ended October 31, 1999. During the nine months ended October 31, 2000, the company received $221,000 additional cash proceeds from the sale of Glasstite, no material gain or loss was recorded as a result of these collections. On August 28, 2000, the company sold substantially all of the assets of its Plastic Tank division, part of the company's Plastics Segment, to Norwesco, Inc. The cash proceeds of the sale were $12.1 million and the buyers also assumed certain liabilities of the company. In addition, the company recorded approximately $600,000 to accrue for severance, legal and other costs related to the Plastic Tank division sale, reflecting the company's best estimate of costs that it will incur until these matters are resolved. Through October 31, 2000, approximately $200,000 of these costs were paid. The sale did not include the company's plant in Tacoma, Washington, for which the company is actively pursuing its sale. The Tacoma plant assets, primarily inventory and manufacturing equipment, are included in the balance sheet at their estimated net realizable value. As a result of the above, the company recognized a pre-tax gain of $3.1 million in the three and nine month periods ended October 31, 2000. 6. Included in the gain on the sale of the Plastic Tank Division was a goodwill write-off of $1.8 million. The non-deductible nature of this goodwill write-off increased the gain for income tax purposes, causing income tax expense to exceed the statutory federal rate. The effective tax rate, net of goodwill disposition, was 36.0% for the nine months ended October 31, 2000. 7. In June 2000, the company entered a new agreement with Norwest Bank South Dakota, N.A. (Norwest) to increase the short-term credit line to $7.0 million. The terms of this credit line are similar to the $5.0 million line with Norwest that expired on June 30, 2000. At October 31, 2000, the company had no borrowings outstanding under this line of credit.
6. The company incurred approximately $340,000 of inventory write-downs and other costs of goods sold in the quarter ended April 30, 2001 related to the repositioning of its Beta Raven subsidiary, including the closing of its Alabama plant.

7. During the first quarter ended April 30, 2001, the company repaid $1.0 million of its debt originally due in June 2001.

8. On May 23, 2001, the Board of Directors declared a three-for-two stock split of the company’s common stock, to be effected in the form of a stock dividend. The record date for the stock dividend is June 25, 2001, with distribution of the shares on July 13, 2001. Earnings per share calculations included in this report have not been restated to reflect this stock split.

Page 7
PART I -– FINANCIAL INFORMATION RAVEN INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 8. The company terminated its relationship with several customers during the third quarter of fiscal 2001. Related to these customers, the company has asset exposure, primarily related to specific inventory items and certain receivables, of approximately $3.6 million as of October 31, 2000. The company believes its existing reserves are appropriate and adequate to cover probable losses related to this exposure. Page 8 ~~PART I - FINANCIAL INFORMATION MANAGEMENT'S~~
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The ~~company's~~company’s cash and cash equivalents balance was ~~$11.9~~$14.5 million at ~~October 31, 2000~~April 30, 2001 compared with ~~$4.6~~$1.9 million one year earlier. On August 28, 2000, the company sold substantially all of the assets of its Plastic Tank division. The cash proceeds from the sale were ~~$12.1~~approximately $12 million. The sale proceeds were used primarily to repay $3.5 million in short-term debt and repurchase company shares. During the nine months ended October 31, 2000, the company repurchased 678,950 shares of its common stock. The average purchase price was $13.93 per share for a total cost of $9.5 million. In the nine months ended October 31, 2000, the company's seasonal investments in inventories and accounts receivable were minimized due to the sale of the proprietary skiwear line. Accounts receivable of ~~$19.3~~$17.2 million decreased ~~$12.1~~$5.5 million from ~~October 31, 1999. Most of the decrease is~~April 30, 2000 due primarily to ~~the sale of the proprietary skiwear line in Sewn Products and~~ the sale of the Plastic Tank division. Inventory levels of $18.6 million decreased ~~$6.8~~$8.6 million from ~~October 31, 1999~~April 30, 2000 due primarily to the sale of the Plastic tank division, lower sales levels in Aerostar’s specialty apparel products and ~~inventory reduction efforts.~~contract completions in Electronic Systems. The ~~Company~~company retains its $7.0 million line of credit. Long-term debt, including the current portion, at ~~October 31, 2000~~April 30, 2001 was ~~$3.0~~$2.0 million compared to ~~$4.6~~$3.0 million in the prior year. During the quarter ended April 30, 2001, the company repaid $1.0 million of its debt originally due in June 2001. The ~~company's~~company’s capital resources continue to be sufficient to fund all its activities.
RESULTS OF OPERATIONS ~~Sales were $34.7~~
Reported sales of $31.0 million for the quarter ended ~~October 31, 2000~~April 30, 2001 compared to ~~$45.0~~$32.2 million in the ~~third~~first quarter of last year. ~~Year-to-date~~The sales decrease in the Plastic Tank division (contained in the “Businesses sold and for sale” segment) of $3.9 million was offset primarily by sales increases in the Flow Controls and Engineered Films segments. Reported operating income of $3.3 million for the first quarter of the current fiscal year was $695,000 above the first quarter of fiscal 2001. The impact of lower sales was offset by a higher percentage of products shipped with relatively stronger gross profit rates. In addition, lower selling general and administrative expenses improved operating income. Selling and administrative expenses for the current year’s first quarter were ~~$98.6~~$2.9 million ~~$17.8~~compared to $3.6 million ~~below~~in the previous ~~year-to-date.~~first quarter. The ~~sales~~ decrease is primarily due to the sale of ~~the Glasstite subsidiary and~~most of the Plastic Tank division along with lower sales in the Sewn Products segment. Operating income of $3.6 million for the third quarter was even with the third quarter of fiscal 2000. Operating income on a year-to-date basis was $8.0 million, $624,000 below the previous year. Selling and administrative expenses for the third quarter were $3.3 million compared to $3.9 million the previous third quarter. The decrease is due to the sale of the skiwear product line, Glasstite and the Plastic Tank division. Year-to-date selling and administrative expenses were $10.3 million compared to $11.4 million in fiscal 2000.related staff reductions. The improvement in non-operating income for the quarter ~~and year-to-date~~ was the result of a higher net cash position and the associated lower interest expense and higher interest ~~earned on cash equivalents from cash proceeds of the Glasstite and Plastics sale.~~earned. Earnings per share in the ~~third~~first quarter, on a diluted basis, were 5070 cents per share, compared to 5244 cents in the ~~third~~first quarter of fiscal ~~2000. Diluted per share earnings for the nine months ended October 31, 2000 were $1.28 compared with $1.22 the previous fiscal year nine-month results.~~2001. Total average weighted shares outstanding for the quarter ~~and year-to-date~~ended April 30, 2001 were ~~3.3~~3.2 million ~~and 3.5 million, respectively,~~ compared to ~~4.3~~3.8 million ~~and 4.5 million~~in the previous ~~third quarter and year-to-date, respectively.~~ year’s first quarter.
The results for the quarter ~~and nine months~~ended April 30, 2001 include ~~a number of~~nonrecurring items that the company does not believe are relevant to future operations or cash flows. The discussion of operating results, following the tables, is focused on the results of ongoing ~~businesses~~operations exclusive of these items. ~~Adjusted~~Ongoing operation actual results exclude the results of the ~~company's~~company’s Plastic Tank division (both sold and ~~Glasstite subsidiary and the gain on sale of those operations. In the~~held for sale). Also excluded were current ~~fiscal~~ year ~~the gain on the sale of the Plastic Tank division was $3.1 million. Current year write downs~~first quarter write-downs related to the repositioning of the ~~company's Electronics Segment in the third quarter~~company’s Beta Raven segment, including inventory write-offs and ~~severance~~other costs for personnel in two sewing plants to close in the fourth quarter of fiscal 2001 totaled $2.2 million. The company terminated its relationship with several customers during the third quarter of fiscal 2001. Related to these customers, the company has asset exposure, primarily related to specific inventory items and certain receivables, of approximately $3.6 million as of October 31, 2000. The company believes its existing reserves are appropriate and adequate to cover probable losses related to this exposure. In the prior year, a $1.0 million gain on the sale of the company's Glasstite subsidiary was recorded along with $550,000 of inventory write downs related to ongoing operations and a $250,000 write down related to the ~~Plastic Tank division.~~ closing of its Alabama plant. These charges totaled $340,000 and were included in cost of goods sold. No such expenses were incurred in the previous year’s first quarter.

Page 9 8
PART I -– FINANCIAL INFORMATION ~~MANAGEMENT'S~~
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Certain administrative expenses were allocated to sold businesses and are unallocated in the segment data. The company's income tax rate in the current year reflects the write-off of non-deductible goodwill.

The following ~~tables present~~table presents ongoing ~~business~~operation information for the ~~three and nine month~~three-month periods ended ~~October 31, 2000~~April 30, 2001 and ~~October 31, 1999.~~
------------------------------------------------------------------------ (dollars in thousands) THREE MONTHS ENDED | THREE MONTHS ENDED 10/31/2000 | 10/31/1999 ------------------------------------------------------------------------ As Adjust- Ongoing As Adjust- Ongoing Reported ments Business Reported ments Business Net sales ................ $ 34,678 $ 2,216 $ 32,462 $ 44,971 $ 9,747 $ 35,224 Gross profit ............. 3,780 (1,811) 5,591 6,485 8 6,477 Operating expenses ....... 3,340 282 3,058 3,862 666 3,196 Gain on sale of businesses 3,136 3,136 -- 966 966 -- ------------------------------------------------------------------------ Operating income ......... 3,576 1,043 2,533 3,589 308 3,281 Other (income) expense ... (16) -- (16) 62 (3) 65 ------------------------------------------------------------------------ Net income before taxes .. 3,592 1,043 2,549 3,527 311 3,216 Income taxes ............. 1,929 1,011 918 1,273 112 1,161 ------------------------------------------------------------------------ Net income ............... $ 1,663 $ 32 $ 1,631 $ 2,254 $ 199 $ 2,055 ======================================================================== ------------------------------------------------------------------------ (dollars in thousands) NINE MONTHS ENDED | NINE MONTHS ENDED 10/31/2000 | 10/31/1999 ------------------------------------------------------------------------ As Adjust- Ongoing As Adjust- Ongoing Reported ments Business Reported ments Business Net sales ................ $ 98,608 $ 12,967 $ 85,641 $116,431 $ 31,587 $ 84,844 Gross profit ............. 15,197 (96) 15,293 19,084 2,727 16,357 Operating expenses ....... 10,307 1,180 9,127 11,400 2,176 9,224 Gain on sale of businesses 3,136 3,136 -- 966 966 -- ------------------------------------------------------------------------ Operating income ......... 8,026 1,860 6,166 8,650 1,517 7,133 Other (income) expense ... (19) (3) (16) 29 (19) 48 ------------------------------------------------------------------------ Net income before taxes .. 8,045 1,863 6,182 8,621 1,536 7,085 Income taxes ............. 3,532 1,306 2,226 3,112 554 2,558 ------------------------------------------------------------------------ Net income ............... $ 4,513 $ 557 $ 3,956 $ 5,509 $ 982 $ 4,527 ========================================================================
April 30, 2000.
(dollars in thousands) THREE MONTHS ENDED
04/30/2001 THREE MONTHS ENDED
04/30/2000

AS
REPORTED ADJUST-
MENTS ONGOING
OPERATIONS AS
REPORTED ADJUST-
MENTS ONGOING
OPERATIONS

Net Sales $ 30,972 $ 2,012 $ 28,960 $ 32,168 $ 5,865 $ 26,303
Gross profit 6,239 97 6,142 6,158 845 5,313
Operating expenses 2,945 85 2,860 3,559 483 3,076
Operating income 3,294 12 3,282 2,599 362 2,237
Other income, net 121 — 121 22 — 22
Net income before taxes 3,415 12 3,403 2,621 362 2,259
Income taxes 1,206 5 1,201 944 138 806
Net income $ 2,209 $ 7 $ 2,202 $ 1,677 $ 224 $ 1,453
Following is a table of ongoing operation results by segment:
ONGOING OPERATIONS
SALES AND OPERATING INCOME BY SEGMENT
(dollars in thousands) THREE MONTHS ENDED APRIL 30
2001 2000 Percent
Change
NET SALES
Electronic Systems $ 5,718 $ 6,281 -9 %
Flow Controls 7,894 5,469 44 %
Engineered Films 9,380 8,724 8 %
Aerostar 3,514 3,458 2 %
Beta Raven 2,454 2,371 4 %
Total company $ 28,960 $ 26,303 10 %

2001 2000 Percent
Change
OPERATING INCOME (LOSS)
Electronic Systems $ 9 $ 354 -97 %
Flow Controls 2,377 1,666 43 %
Engineered Films 2,287 1,757 30 %
Aerostar 209 (9 )
Beta Raven (48 ) 225 -121 %
Corporate expenses (1,552 ) (1,756 ) 12 %
Total company $ 3,282 $ 2,237 47 %

Page 10 9
PART I -– FINANCIAL INFORMATION ~~MANAGEMENT'S~~
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS ~~(continued) Following is a table of adjusted results by segment: ADJUSTED SALES AND OPERATING INCOME BY SEGMENT~~
------------------------------------------------------------- (dollars in thousands) THREE MONTHS ENDED | NINE MONTHS ENDED OCTOBER 31 | OCTOBER 31 ------------------------------------------------------------- 2000 1999 Percent 2000 1999 Percent ---- ---- ------- ---- ---- ------- Change Change ------- ------- NET SALES Electronics .......... $12,471 $12,181 2% $37,556 $37,015 1% Plastics ............. 10,766 10,244 5% 29,093 26,382 10% Sewn Products......... 9,225 12,799 -28% 18,992 21,447 -11% ------------------- ------------------- Total company ........ $32,462 $35,224 -8% $85,641 $84,844 1% =================== =================== 2000 1999 Percent 2000 1999 Percent ---- ---- ------- ---- ---- ------- Change Change ------- ------- OPERATING INCOME (LOSS) Electronics........... $ 115 $ 980 -88% $ 1,177 $ 2,562 -54% Plastics.............. 2,110 1,887 12% 5,312 4,524 17% Sewn Products......... 419 561 -25% 367 765 -52% Unallocated expenses.. (111) (147) -24% (690) (718) -4% ------------------- ------------------- Total company......... $ 2,533 $ 3,281 -23% $ 6,166 $ 7,133 -14% =================== ===================
Sales from ongoing operations were ~~$32.5~~$29.0 million for the quarter ended ~~October 31, 2000, down $2.8~~April 30, 2001, an increase of $2.7 million from the ~~third~~first quarter of the prior year. ~~For the nine months ended October 31, 2000, comparable sales were $85.6 million, slightly above last year's $84.8 million.~~ The ~~ongoing Plastic and Electronics segments generated~~ sales increases ~~over last year~~from the previous first quarter were primarily in the Flow Controls and Engineered Films segments. New product introductions in Flow Controls and increased demand for ~~both~~pit liners in the ~~third quarter and the year-to-date. Adjusted operating income~~oil exploration market for Engineered Films were responsible for the ~~third~~sales increases. Operating income from ongoing operations for the first quarter was ~~$2.5~~$3.3 million compared to ~~$3.3~~$2.2 million in the previous ~~third~~first quarter. ~~Adjusted~~The increase in operating income ~~for~~was due primarily to the ~~nine months ended October 31, 2000 was $6.2~~impact of sales increases in the Flow Controls and Engineered Films segments along with lower corporate administrative expenses.
Electronic Systems first quarter sales declined 9% to $5.7 million, ~~compared to $7.1 million the previous year. Electronics segment third-quarter sales were $12.5 million, which was an increase~~a decrease of ~~2 percent or $290,000 over~~$563,000 from the same period last year. The ~~increase in~~ sales decrease was ~~due primarily~~the result of fiscal 2001 efforts to stronger deliveries from the Flow Controls operation. Improved marketing and product introduction increased Flow Control sales by more than 20 percent over the third quarter last year. Adjusted operatingstreamline its customer base. Operating income ~~however,~~ declined to ~~$115,000~~$9,000 from ~~$980,000~~$354,000 the prior year. The lower operating income ~~reflected losses in the contract manufacturing operations while repositioning its customer base~~was a result of lower sales and ~~exiting unprofitable contracts. Operating~~production volumes. However, operating income is expected to improve as new contracts begin shipping during the ~~next six months. Sales for the nine months totaled $37.6 million compared to $37.0~~second half of fiscal 2002.
Flow Controls sales of $7.9 million for the same period in fiscal 2000. Adjusted operating income for the nine months was $1.2 million, down $1.4 million from the prior year's $2.6 million. Plastics segment sales, from ongoing operations, of $10.8 million for the thirdfirst quarter were 544 percent more than the same period last year. ~~Sales~~New product introductions in the chemical injection market accounted for the sales increase including shipments under a $2 million order announced in October 2000. First quarter operating income was $2.4 million, up 43 percent from $1.7 million in the previous first quarter. Percentage increases in operating income were lower than the sales increase due to lower profit margins on the new product introductions.
Engineered Film sales of ~~$29.1~~$9.4 million for the first ~~nine months~~quarter were ~~10 percent greater than the $26.4 million generated in the first nine months of fiscal 2000. Adjusted third quarter operating income for the ongoing operations~~$656,000 ahead of the ~~segment was $2.1~~$8.7 million ~~up 12% from $1.9 million in the previous third quarter. Engineered Films~~ sales to construction and manufactured housing markets remained strong for the quarter and the first nine months. Year-to-date adjusted operating income was $5.3 million compared to $4.5 million the Page 11 PART I - FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) first nine months of last fiscal year. The increased operating income was due to higher sales, improved operating efficiencies and capacity utilization. Sewn Products segment sales of $9.2 million for the third quarter were behind the $12.8 million in the same period last year. ~~Year-to-date sales of $19.0 million were $2.5 million below~~Increased demand for pit-liners in the ~~$21.5 million nine-month results of fiscal 2000. Apparel sales continue to~~oil exploration market and research balloons more than offset a decline ~~as the~~in manufactured housing market ~~for domestic made outerwear continues to shrink. Adjusted third~~sales. First quarter operating income of ~~$419,000 compared unfavorably to $561,000~~$2.3 million was 30% above the $1.7 million generated in the ~~third~~first quarter of fiscal ~~2000. Year-to-date adjusted~~2001. Operating income benefited from increased sales that led to favorable manufacturing efficiencies.
Aerostar first quarter sales of $3.5 million were even with last year’s first quarter and exceeded anticipated sales. Operating income of $209,000 compared favorably to the prior year’s first quarter $9,000 loss. The impact of a new operating ~~income~~structure, including the closure of two sewing plants in the fourth quarter of the prior fiscal year, helped stabilize profits on a lower sales base. The backlog for sewn products at April 30, 2001 remains significantly lower than one year earlier.
Beta Raven sales in the first quarter of $2.5 million were slightly above the $2.4 million in previous first quarter. The first quarter operating loss of $48,000 was ~~$367,000, $398,000 less than last year's nine-month total.~~ unfavorable to the $225,000 operating profit the previous first quarter. The continued weakness in the American poultry industry adversely affected profit margins.
FORWARD-LOOKING STATEMENTS THIS REPORT CONTAINS DISCUSSIONS OF ITEMS WHICH MAY CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF FEDERAL SECURITIES LAWS. ALTHOUGH RAVEN INDUSTRIES BELIEVES THAT EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, IT CAN GIVE NO ASSURANCES THAT ITS EXPECTATIONS WILL BE ACHIEVED. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM EXPECTATIONS INCLUDE GENERAL ECONOMIC CONDITIONS, WEATHER CONDITIONS WHICH COULD AFFECT CERTAIN OF THE COMPANY'S PRIMARY MARKETS SUCH AS THE AGRICULTURAL MARKET OR ITS MARKET FOR OUTERWEAR, OR CHANGES IN COMPETITION WHICH COULD IMPACT ANY OF THE COMPANY'S PRODUCT LINES.
Certain sections of this report contain discussions of items which may constitute forward-looking statements within the meaning of federal securities laws. Although Raven Industries, Inc. believes that expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include general economic conditions, weather conditions which could affect certain of the company’s primary markets such as agriculture or construction, or changes in competition or the company’s customer base which could impact any of the company’s product lines.

Page 12 10
PART ~~II - OTHER~~II-OTHER INFORMATION

Item 1. Legal Proceedings: ~~None~~
The company is involved as a defendant in lawsuits, claims or disputes arising in the normal course of business. The settlement of such claims cannot be determined at this time. Management believes that any liability resulting from these claims will be substantially mitigated by insurance coverage. Accordingly, management does not believe the ultimate outcome of these matters will be significant to its results of operations, financial position or cash flows.
Item 2. Changes in Securities: None
Item 3. Defaults upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: ~~None~~
        The company’s annual meeting of stockholders was held on May 23, 2001. The following members were elected to the company’s Board of Directors to hold office for the ensuing year.
Nominee In Favor Withheld
Anthony W. Bour 2,786,213 15,929
David A. Christensen 2,783,731 18,411
Thomas S. Everist 2,774,487 27,655
Mark E. Griffin 2,784,320 17,822
Conrad J. Hoigaard 2,775,089 27,053
Kevin T. Kirby 2,786,782 15,360
Ronald M. Moquist 2,778,232 23,910

Item 5. Other Information: None
Item 6. (a) Exhibits Filed: ~~Exh. 27-Financial Data schedule (for SEC only).~~None
            (b) Reports on Form 8-K: ~~An 8-K was filed September 12, 2000, concerning the August 28, 2000 sale of the company's Plastics Division assets.~~ None

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/ Thomas Iacarella ---------------------------------- Thomas Iacarella Vice President, Finance, Secretary and Treasurer (Principal Financial and Accounting Officer) DATE: DECEMBER 7, 2000

RAVEN INDUSTRIES, INC.
/s/ Thomas Iacarella
Thomas Iacarella
Vice President and CFO, Secretary
and Treasurer (Principal Financial
and Accounting Officer)

Date: June 8, 2001

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