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

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

            FOR THE QUARTERLY PERIOD ENDED:  APRIL 30,JULY 31, 1999

                                       OR

   ( )      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 name of registrant as specified in its charter)


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

                               205 EAST 6TH STREET
                                  P.O. BOX 5107
                           SIOUX FALLS, SD 57117-5107
            - ----------------------------------------------------------------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                  605-336-2750
                  - ---------------------------------------------------------------------------------------------------------------------------
               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
                                   ----                             ----___X___       No_______

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

CLASS                                        OUTSTANDING AS OF MAY 31, 19998/27/99
- ---------------------------              --------------------------------------------------------               -----------------------------------------------

Common Stock                                     4,573,2864,382,091 shares




                     RAVEN INDUSTRIES, INC. AND SUBSIDIARIES

                                      INDEX



                                                                        PAGE NO.
                                                                        --------
PART I-FINANCIAL INFORMATION

Consolidated Balance Sheets as of April 30,July 31, 1999,
     January 31, 1999 and April 30,July 31, 1998                                      3

Consolidated Statements of Income for the three
     monthsand six month periods ended April 30,July 31, 1999 and 1998                      4

Consolidated Statements of Cash Flows for the three monthssix
     month period ended April 30,July 31, 1999 and 1998                               5

Notes to Consolidated Financial Statements                                  6-7

Management's Discussion and Analysis of Financial
     Condition and Results of Operations                                    8-98-10

PART II-OTHER INFORMATION                                                    1011




                         PART I - FINANCIAL INFORMATION

                     RAVEN INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands)thousands, except per share data)

04/30/07/31/99 01/31/99 04/30/07/31/98 ------------ ------------- --------------------- -------- -------- (unaudited) (unaudited) ASSETS - ------ Cash and cash equivalents................................................. $2,055 $5,335 $1,660equivalents ................................... $ 1,804 $ 5,335 $ 2,129 Accounts and note receivable, less allowance for doubtful accounts of $401,$453, $400, and $417$407 as of 04/30/07/31/99, 01/31/99 and 04/30/07/31/98, respectively.................................... 24,272respectively ....................... 22,209 27,399 24,03420,066 Inventories: Materials.............................................................. 20,419Materials ................................................. 19,769 18,261 20,46719,493 In process............................................................. 5,204process ................................................ 5,372 3,662 5,5646,604 Finished goods......................................................... 6,010goods ............................................ 8,496 4,055 6,558 ------------ ------------- -------------8,462 -------- -------- -------- Total inventories.................................................. 31,633inventories ..................................... 33,637 25,978 32,58934,559 Deferred income taxes.................................................... 1,732taxes ....................................... 1,802 1,732 1,682 Prepaid expenses and other current assets................................ 269assets.................... 192 417 380 ------------ ------------- -------------216 -------- -------- -------- Total current assets............................................... 59,961assets .................................. 59,644 60,861 60,345 ------------ ------------- -------------58,652 -------- -------- -------- Property, plant and equipment............................................ 58,058equipment ............................... 58,915 57,276 54,95556,040 Less: accumulated depreciation......................................... 39,007depreciation ............................ 40,067 37,713 35,183 ------------ ------------- -------------36,092 -------- -------- -------- Net property, plant and equipment.................................. 19,051equipment ..................... 18,848 19,563 19,77219,948 Note receivable, less current portion.................................... 1,311portion ....................... 1,365 Other assets, net........................................................ 3,155net ........................................... 3,063 3,250 3,577 ------------ ------------- -------------3,482 -------- -------- -------- TOTAL ASSETS............................................................. $82,167 $83,674 $85,005 ============ ============= =============ASSETS................................................. $81,555 $ 83,674 $ 83,447 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Notes payable, bank....................................................... $4,000bank ......................................... $ 2,000 Current portion of long-term debt......................................... $608 $1,060 1,754debt ........................... 1,555 $ 1,060 $ 1,682 Accounts payable.......................................................... 5,418payable ............................................ 5,264 5,993 6,3395,725 Accrued liabilities and customer advances................................. 10,567advances ................... 9,917 9,739 9,915 ------------ ------------- -------------9,960 -------- -------- -------- Total current liabilities........................................... 16,593liabilities ............................. 18,736 16,792 22,00817,367 Long-term debt, less current portion...................................... 3,992portion ........................ 3,035 4,572 6014,584 Deferred income taxes..................................................... 21taxes ....................................... 22 17 524 Stockholders' equity Common stock, $1 par value, authorized shares: 100,000,000; issued: 5,215,489; 5,215,4895,215,489; and 5,214,406 shares as of 04/30/07/31/99, 01/31/99 and 04/30/07/31/98, respectively..........................respectively ............ 5,215 5,215 5,214 Paid in capital.........................................................capital ........................................... 2,961 2,940 2,849 Retained earnings....................................................... 61,060earnings ......................................... 62,146 60,369 57,432 ------------ ------------- ------------- 69,23658,217 -------- -------- -------- 70,322 68,524 65,49566,280 Less treasury stock, at cost: 623,203;816,098; 521,403 and 386,403471,203 shares as of 04/30/07/31/99, 01/31/99 and 04/30/07/31/98, respectively................................. 7,675respectively.................... 10,560 6,231 3,623 ------------ ------------- -------------5,308 -------- -------- -------- Total stockholders' equity.......................................... 61,561equity ............................ 59,762 62,293 61,872 ------------ ------------- -------------60,972 -------- -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................................ $82,167 $83,674 $85,005 ============ ============= =============EQUITY .................. $ 81,555 $ 83,674 $ 83,447 ======== ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS. Page 3 PART I - FINANCIAL INFORMATION RAVEN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited) (Dollars in thousands, except per-share data)
FOR THE THREE FOR THE SIX MONTHS ENDED: ----------------------------------- 04/30/ENDED MONTHS ENDED --------------------- --------------------- 07/31/99 04/30/07/31/98 -------------- --------------07/31/99 07/31/98 -------- -------- -------- -------- Net sales.......................................................... $34,495 $32,162sales .................... $ 36,965 $ 36,208 $ 71,460 $ 68,370 Cost of goods sold................................................. 28,484 26,743 -------------- --------------sold ........... 30,377 30,175 58,861 56,918 -------- -------- -------- -------- Gross profit..................................................... 6,011 5,419 -------------- --------------profit ............... 6,588 6,033 12,599 11,452 Operating expenses Selling.......................................................... 1,972 2,081 Administrative................................................... 1,781 1,732 -------------- --------------Selling .................... 2,020 2,030 3,992 4,111 Administrative ............. 1,765 1,620 3,546 3,352 -------- -------- -------- -------- Operating income.............................................. 2,258 1,606 -------------- --------------income ........ 2,803 2,383 5,061 3,989 Interest expense................................................... (103) (84)expense ............. (89) (144) (192) (228) Other income, net.................................................. 97 78 -------------- --------------net ............ 128 102 225 180 -------- -------- -------- -------- Income before income taxes....................................... 2,252 1,600taxes . 2,842 2,341 5,094 3,941 Income taxes....................................................... 813 576 -------------- --------------taxes ................. 1,026 839 1,839 1,415 -------- -------- -------- -------- Net income....................................................... $1,439 $1,024 ============== ==============income ................. $ 1,816 $ 1,502 $ 3,255 $ 2,526 ======== ======== ======== ======== Net income per common share: Basic..................................................... $0.31 $0.21 Diluted................................................... $0.31 $0.21Basic ............... $ 0.40 $ 0.31 $ 0.71 $ 0.53 Diluted ............. $ 0.40 $ 0.31 $ 0.71 $ 0.52 Cash dividends declared and paid per share......................... $0.16 $0.15share $ 0.160 $ 0.150 $ 0.320 $ 0.300
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS. Page 4 PART I - FINANCIAL INFORMATION RAVEN INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands)
FOR THE THREESIX MONTHS ENDED: --------------------------------------- 04/30/ENDED --------------------- 07/31/99 04/30/07/31/98 ---------------- ------------------------ -------- Cash flows from operating activities: Net income.......................................................... $1,439 $1,024income .............................................. $ 3,255 $ 2,526 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization................................... 1,380 1,390amortization ....................... 2,758 2,710 Provision for losses on accounts receivable..................... 2 95receivable ......... 124 104 Deferred income taxes........................................... 4taxes ............................... (65) 4 Interest earned on note receivable.............................. (26) (52) (Increase) decreasereceivable .................. (53) (105) Change in accounts receivable...P ................... 3,151 2,844 (Increase) decreasereceivable ....................... 5,119 6,803 Change in inventories.............................. (5,655) (6,773) (Increase) decreaseinventories ............................... (7,659) (8,743) Change in prepaid expenses and other current assets..................... 148 126 Increase (decrease)assets . 225 290 Change in operating liabilities.................... 273 (1,356) Other........................................................... (17) 3 ---------------- ----------------liabilities ..................... (531) (1,925) Other ............................................... 12 2 ------- ------- Net cash provided by (used in) operating activities................. 699 (2,695)activities ............... 3,185 1,666 ------- ------- Cash flows from investing activities: Capital expenditures................................................ (782) (1,262) Other............................................................... 27 20 ---------------- ----------------expenditures .................................... (1,874) (2,680) Other ................................................... 7 37 ------- ------- Net cash provided by (used in)used in investing activities................. (755) (1,242)activities ................... (1,867) (2,643) ------- ------- Cash flows from financing activities: Issuance of short-term debt.........................................debt ............................. 2,000 4,000 Payment of short-term debt .............................. (4,000) Issuance of long-term debt .............................. 5,000 Long-term debt principal payments................................... (1,032) (538)payments ....................... (1,042) (1,627) Net proceeds from exercise of stock options.........................options ............. 8 Dividends paid...................................................... (748) (723)paid .......................................... (1,478) (1,440) Purchase of treasury stock.......................................... (1,444) ---------------- ----------------stock .............................. (4,329) (1,685) ------- ------- Net cash provided by (used in) financing activities................. (3,224) 2,747 ---------------- ----------------activities ..... (4,849) 256 ------- ------- Net decrease in cash and cash equivalents........................... (3,280) (1,190)equivalents .................... (3,531) (721) Cash and cash equivalents at beginning of period......................period .......... 5,335 2,850 ---------------- ----------------------- ------- Cash and cash equivalents at end of period............................ $2,055 $1,660 ================ ================period ................ $ 1,804 $ 2,129 ======= ======= Cash paid during the period for: Interest.......................................................... $82 $89Interest .............................................. $ 201 $ 165 Income taxes...................................................... $194 $421taxes, net of refund ........................... $ 2,041 $ 1,525
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS. Page 5 PART I - FINANCIAL INFORMATION RAVEN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. The accompanying unaudited consolidated financial statements have been prepared by Raven Industries, Inc. (the company) in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC).Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring accruals)adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three month periodand six-month periods ended April 30,July 31, 1999 are not necessarily indicative of the results that may be expected for the year ending January 31, 2000. The January 31, 1999 balance sheet was derived from audited financial statements, but does not include all disclosure required by generally accepted accounting principles. These financial statements should be read in conjunction withFor further information, refer to the consolidated financial statements and notes thereto included in the company'sCompany's annual report on Form 10-K for the year ended January 31, 1999. 2. Outstanding options for the three monthsand six month periods ended 04/30/07/31/99, were excluded from the diluted earnings per share calculationcalculations because thetheir exercise price wasprices were greater than the average market price of the company's common stock during that period.those periods. Details of the earnings per share computation are presented below (dollars in(in thousands, except per share data): FOR THE THREE MONTHS ENDED: ---------------------------- 04/30/99 04/30/98 ---------- ----------- Net income ....................................... $1,439 $1,024 ========== =========== Weighted average common shares outstanding........ 4,652,019 4,826,780 Dilutive impact of stock options.................. 24,560 ---------- ----------- Weighted average common and common equivalent shares outstanding................... 4,652,019 4,851,340 ========== =========== Net income per share: Basic...................................... $0.31 $0.21 ========== =========== Diluted.................................... $0.31 $0.21 ========== ===========
FOR THE THREE F0R THE SIX MONTHS ENDED MONTHS ENDED -------------------------------------- 07/31/99 07/31/98 07/31/99 07/31/98 -------- -------- -------- -------- Net income ................................ $1,816 $1,502 $3,255 $2,526 ====== ====== ====== ====== Weighted average common shares outstanding 4,510 4,779 4,581 4,803 Dilutive impact of stock options .......... 0 8 0 15 ------ ------ ------ ------ Weighted average common and common equivalent shares outstanding ........... 4,510 4,787 4,581 4,818 ====== ====== ====== ====== Net income per share: Basic ................................ $ 0.40 $ 0.31 $ 0.71 $ 0.53 ====== ====== ====== ====== Diluted .............................. $ 0.40 $ 0.31 $ 0.71 $ 0.52 ====== ====== ====== ======
Page 6 PART I - FINANCIAL INFORMATION RAVEN INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 3. The company's three segments (Electronics, Plastics and Sewn Products) were defined by their common technologies, raw materials and production processes. These segments are consistent with 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 withwithin segments. These segments, whose results are shown below, are Electronics, whose principal products include industrial controls, computerized flow control hardware and software and printed circuit boards and assemblies; Plastics, providing plastic films, large-volume plastic and fiberglass tanks and fiberglass pick-up truck toppers; and Sewn Products, providing superior-performancesuperior- performance outerwear and sewn inflatables including hot-air balloons. FOR THE THREE MONTHS ENDED: ---------------------------- 04/30/99 04/30/98 ------------ ------------ SALES Electronics................................ $12,917 $11,765 Plastics................................... 18,610 16,519 Sewn Products.............................. 2,968 3,878 ----------- ------------ Total Company.................................... $34,495 $32,162 =========== ============ OPERATING INCOME Electronics................................ $866 $1,231 Plastics................................... 1,575 547 Sewn Products.............................. (183) (172) ------------ ------------ ============ ============
FOR THE THREE FOR THE SIX MONTHS ENDED: MONTHS ENDED: ----------------------------------------- 07/31/99 07/31/98 07/31/99 07/31/98 -------- -------- -------- -------- NET SALES Electronics .................... $11,917 $11,480 $24,834 $23,245 Plastics ....................... 19,368 16,819 37,978 33,338 Sewn Products .................. 5,680 7,909 8,648 11,787 ------- ------- ------- ------- TOTAL COMPANY ........................ $36,965 $36,208 $71,460 $68,370 ======= ======= ======= ======= OPERATING INCOME Electronics .................... $ 716 $ 1,007 $ 1,582 $ 2,238 Plastics ....................... 1,700 1,083 3,275 1,630 Sewn Products .................. 387 293 204 121 ======= ======= ======= ======= TOTAL COMPANY ........................ $ 2,803 $ 2,383 $ 5,061 $ 3,989 ======= ======= ======= =======
Page 7 PART I - FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION The company's cash and cash equivalents balance ofwas $1.8 million at July 31, 1999, compared with $2.1 million at April 30, 1999, was $3.3 million less than Januaryone year earlier. As of July 31, 1999, and $395,000 more than April 30, 1998. The company has no short term borrowings at January 31, 1999 or at April 30, 1999, which was down $4.0 million from April 30, 1998. The cash balance as of January 31, 1999, was sufficient to fund the seasonal increases in inventory levels. Inventory levels declined $956,000 from April 30, 1998, to April 30, 1999, due primarily to lower projected sales in the Sewn Products segment. From April 30, 1998, through April 30, 1999, the company repurchased 236,800 shares of its common stock for a total of $4.1 million, including $1.4 million in the quarter ended April 30, 1999. Funding the stock repurchases increasedcompany's long term debt, including the current portion, from $2.2 million at April 30, 1998, towas $4.6 million at April 30, 1999.compared to $6.3 million the prior year. The April 30, 1999, long-term debt balance was $1.0company obtained short term financing in the amount of $2.0 million less than Januaryduring the second quarter of fiscal year 2000 in order to help fund the repurchase of common shares. At July 31, 1999, the company retained an unused balance because of payments made during$3.0 million on its $5.0 million line of credit. During the first quarter.second quarter, the company repurchased 192,895 shares of its common stock. The average purchase price was $14.96 per share for a total cost of $2.9 million. Inventory levels decreased $922,000 from the July 31, 1998 level due primarily to a reduced order base in the Sewn Products segment. Accounts Receivable increased $1.9 million over last year's level, due primarily to heavy deliveries in the Plastics segment. The company's capital resources continue to be sufficient to fund all its activities. RESULTS OF OPERATIONS Sales, net earnings and earnings per share were at record highs in the company's second quarter. Sales were $37.0 million for the quarter ended April 30,July 31, 1999, an increase of $757,000 over the second quarter of the prior year. First half sales of $71.5 million were $34.5$3.1 million up $2.3 million from the previous year's results. April year-to-date net income of $1.4 million was $415,000 greater than the first quarter results last year. First quarter diluted earnings per share increased to $0.31, up from $0.21 for the samecomparable period of the previous year. The Plastics segment garneredand Electronics segment generated sales increases over last year for both the largest gainssecond quarter and the year-to-date figures. Net income for the second quarter increased 21 percent to $1.8 million from $1.5 million a year earlier. Earnings per share, on a diluted basis, rose 29 percent to 40 cents a share, compared to 31 cents a share in the second quarter of last year, with an increase in sales and277,000 fewer average common equivalent shares outstanding. For the first six months of the year, net income rose 29 percent to $3.3 million, or 71 cents per diluted share, versus $2.5 million, or 52 cents per diluted share, last year. Operating income for the first half of 13the year was up 29 percent and 188 percent, respectively.to $5.1 million. Electronics segment sales of $12.9$11.9 million in the firstsecond quarter were 10 percent higher$437,000 more than one year earlier. Contract electronics showed excellent gains during the first quarter, logging a 71 percent increase in sales oversame period last year's totals, due primarily to heavy deliveries of a long term contract relating to the computer industry.year. Sales of flow control devices declined by more than $746,000$180,000 in the firstsecond quarter because of the continuing weakness in the agricultural markets. FeedmillSales of feedmill automation systems sales fell $512,000$422,000 due to the timing of deliveries. The company does not expect these results to be representative of the remainder of the year.a decrease in demand for new systems. Operating income was $866,000$716,000 in the Electronics segment during the quarter, 3029 percent lower than the comparable period the prior year. Contract electronics experienced lower gross margins, due to the highly competitive nature of the computer industry, along with substantial start-up costs associated with this contract. Flow control devices and feedmill automation systems logged lower operating profits which correspond to the lower sales volume. Plastics segment sales of $18.6 million in the quarter ended April 30, 1999, were 13 percent higher thanFor the first quarter of the previous year. The engineered films and pickup truck topper product lines increased their first quartersix months, sales by $1.1totaled $24.8 million and $1.2 million respectively compared to last year. The plastic storage tank product line sales were slightly less than last year due to weakness$23.2 million for the same period in the agricultural market. Plastics segment operating profitsfiscal 1999. Operating income for the first quarterhalf of fiscal 2000 werewas $1.6 million, down 29 percent from the prior year. Contract electronics was the primary source for both the sales increase and the decrease in operating income in both the three times moreand six month periods. Contract electronics generated a second quarter and year-to-date sales increase of 20 percent and 40 percent, respectively. The addition of new contract manufacturing accounts added to revenues, but lower than the previous year. Improved gross profit rates on the balloonexpected efficiencies and engineering product lines, plus favorable raw material purchases contributed heavily to this increase.start up costs reduced profitability. Page 8 PART I - FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Plastics segment sales of $19.4 million for the second quarter were 15 percent more than the same period last year. Sales of $38.0 million for the first six months were 14 percent greater than the first half of fiscal 1999. The three product lines of this segment, which include research balloons and engineered films, plastic storage tanks, and pickup truck toppers, all showed increases in sales in both the second quarter and the year-to-date figures. Operating income for the second quarter was $1.7 million, up 57 percent over the previous year. Year-to-date operating income was $3.3 million compared to $1.6 million the first six months of last fiscal year. A significant portion of the $1.7 million year-to-date increase in operating income was generated in the research balloons and engineered films product line. This increase in profitability for both second quarter and year-to-date figures in research balloons and engineered films was due to slightly better prices on purchased material, small increases in selling prices and better equipment and labor utilization. Sewn Products segment sales are typically at a seasonal lowof $5.7 million for the second quarter were short of the $7.9 million figure recorded in the same period last year. Year-to-date sales of $8.6 million were 27 percent below the first quarterhalf results of the fiscal year. Although the company1999. Management is projecting lower sales totals forin the yearsegment's contract sewing product line due to offshore competition, the first quarter results are not expectedcompetition. Management's adjustments to be representativeexpenditure levels in anticipation of the full year. First quartershortfall in sales of $3.0 million were down from the $3.9 million recorded recordedreflected in the first quarter of last year. The lower sales generated in firstoperating income totals. For the quarter, operating loss of $183,000,income was $387,000 compared with an operating loss of $172,000 into $293,000 the prior year.year, and year-to-date operating income was $204,000, $83,000 superior to last year's first half. The first half of the year is the seasonal low for the Sewn Products segment. Consolidated gross profits of $6.0$6.6 million in the firstsecond quarter were 11 percent higher$555,000 more than the second quarter last year. The first six months generated an increase of $1.1 million in gross profit over the same period the prior year's first quarter,year. These increases were due primarily to the strong performance of the Plastics segment. Selling expenses were 5down by 0.5 percent lower thanfor the prior year because ofquarter and 3 percent for the first half due to decreased selling staff. Administrative expenses were less than 3up 9 percent higher thanfor the previous year,quarter and 6 percent on a year-to-date basis reflecting only the annual wage adjustments. Firstincreases in professional service, salaries and bad debt expense. Second quarter pretax income of $2.3$2.8 million was 4121 percent higher than last year's $2.3 million. The pretax income for the first quarter of the prior fiscal year.six months was $5.1 million compared to $3.9 million last year, which is a 29 percent increase. These results generated a 4837 percent increase in dilutedyear-to-date earnings per diluted share, rising from $0.2152 cents in fiscal 1999 to $0.3171 cents in fiscal 2000. The average number of shares outstanding for the first quarter ended April 30, 1999 were down 175,000 shares due to the company's on-going repurchase of stock. YEAR 2000 STATEMENT All of the company's business software has been changed to be 2000-compliant and will be fully tested by July 1, 1999.is currently in daily production. The platform on which this software runs is 2000-compliant. Production equipment is being checked, and this procedure should be completed by AugustOctober 1, 1999. Building equipment has been checked, and only one problem was Page 9 PART I - FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) found, which was correctcorrected in March of 1999. Since the company does not run its primary business software on personal computers, management does not expect any material problems from non-compliant personal computers. Vendors and service providers are beinghave been surveyed to ensure that they are 2000-compliant and will be able to continue to meet the company's demands.2000-compliant. Any problems identified are being addressed. SAFE HARBOR STATEMENT 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. Page 910 PART II-OTHER INFORMATION Item 1. Legal Proceedings: None Item 2. Changes in Securities: None Item 3. Defaults upon Senior Securities: None Item 4. Submission of Matters to a Vote of Security Holders: NoneNone. Item 5. Other Information: None Item 6. (a) Exhibits Filed: Exh. 27-Financial Data schedule (for SEC only). (b) Reports on Form 8-K: 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: JUNE 14,AUGUST 31, 1999 Page 1011