FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(Mark One) | ||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
OR
For the quarterly period ended: April 30, 2002 | ||||
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.
RAVEN INDUSTRIES, INC. (Exact name of registrant as specified in its charter) |
SOUTH DAKOTA | 46-0246171 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
205 East 6th StreetP.O. Box 5107Sioux Falls, SD 57117-5107
605-336-2750
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] 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 | |||
Common Stock |
RAVEN INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
PAGE NO. | |||||
PART I-FINANCIAL INFORMATION | |||||
Consolidated Balance Sheet as of | 3 | ||||
Consolidated Statement of Income for the three | 4 | ||||
Consolidated Statement of Cash Flows for the | 5 | ||||
Notes to Consolidated Financial Statements | |||||
Management’s Discussion and Analysis of Financial | 9-12 | ||||
Condition and Results of Operations | |||||
PART II-OTHER INFORMATION |
PART I — FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except per share data)
Oct 31, 2001 | Jan 31, 2001 | Oct 31, 2000 | Apr 30, 2002 | Jan 31, 2002 | Apr 30, 2001 | ||||||||||||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||||||||||||||||||
ASSETS | ASSETS | ASSETS | |||||||||||||||||||||||||||||
Cash and cash equivalents | Cash and cash equivalents | $ | 16,773 | $ | 10,673 | $ | 11,926 | Cash and cash equivalents | $ | 10,216 | $ | 7,478 | $ | 14,548 | |||||||||||||||||
Accounts receivable, less allowance for doubtful accounts of $400, $400 and $552 as of 10/31/01, 01/31/01 and 10/31/00, respectively | 14,491 | 19,274 | 19,271 | ||||||||||||||||||||||||||||
Accounts receivable, less allowance for doubtful accounts of $310, $310 and $399 as of 4/30/02, 01/31/02 and 4/30/01, respectively | Accounts receivable, less allowance for doubtful accounts of $310, $310 and $399 as of 4/30/02, 01/31/02 and 4/30/01, respectively | 14,882 | 16,427 | 17,214 | |||||||||||||||||||||||||||
Inventories: | Inventories: | Inventories: | |||||||||||||||||||||||||||||
Materials | 11,941 | 12,317 | 13,604 | Materials | 13,797 | 12,841 | 12,313 | ||||||||||||||||||||||||
In process | 2,208 | 2,497 | 3,345 | In process | 2,511 | 1,732 | 2,954 | ||||||||||||||||||||||||
Finished goods | 4,489 | 4,170 | 3,472 | Finished goods | 3,316 | 4,509 | 3,360 | ||||||||||||||||||||||||
Total inventories | 18,638 | 18,984 | 20,421 | Total inventories | 19,624 | 19,082 | 18,627 | ||||||||||||||||||||||||
Deferred income taxes | Deferred income taxes | 2,162 | 2,516 | 2,909 | Deferred income taxes | 1,836 | 1,927 | 2,557 | |||||||||||||||||||||||
Prepaid expenses and other current assets | Prepaid expenses and other current assets | 492 | 371 | 216 | Prepaid expenses and other current assets | 957 | 394 | 505 | |||||||||||||||||||||||
Total current assets | 52,556 | 51,818 | 54,743 | Total current assets | 47,515 | 45,308 | 53,451 | ||||||||||||||||||||||||
Property, plant and equipment | Property, plant and equipment | 40,937 | 37,878 | 38,743 | Property, plant and equipment | 42,075 | 40,924 | 38,456 | |||||||||||||||||||||||
Accumulated depreciation | Accumulated depreciation | (27,834 | ) | (26,231 | ) | (27,102 | ) | Accumulated depreciation | (27,794 | ) | (26,865 | ) | (26,980 | ) | |||||||||||||||||
Property, plant and equipment, net | 13,103 | 11,647 | 11,641 | Property, plant and equipment, net | 14,281 | 14,059 | 11,476 | ||||||||||||||||||||||||
Other assets, net | 1,838 | 2,191 | 1,951 | ||||||||||||||||||||||||||||
Goodwill and other assets, net | Goodwill and other assets, net | 8,260 | 8,469 | 2,723 | |||||||||||||||||||||||||||
Total assets | Total assets | $ | 67,497 | $ | 65,656 | $ | 68,335 | Total assets | $ | 70,056 | $ | 67,836 | $ | 67,650 | |||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||||||||
Notes payable, bank | $ | 400 | $ | — | $ | — | |||||||||||||||||||||||||
Current portion of long-term debt | Current portion of long-term debt | 13 | 1,012 | 1,012 | Current portion of long-term debt | $ | 116 | $ | 127 | $ | 13 | ||||||||||||||||||||
Accounts payable | Accounts payable | 4,461 | 3,490 | 4,089 | Accounts payable | 4,611 | 4,801 | 5,271 | |||||||||||||||||||||||
Accrued 401(k) contribution | Accrued 401(k) contribution | 265 | 825 | 306 | |||||||||||||||||||||||||||
Income taxes payable | Income taxes payable | 352 | 68 | 2,308 | Income taxes payable | 1,656 | 144 | 1,259 | |||||||||||||||||||||||
Accrued liabilities and customer advances | Accrued liabilities and customer advances | 9,224 | 9,365 | 9,110 | Accrued liabilities and customer advances | 7,306 | 7,913 | 8,047 | |||||||||||||||||||||||
Total current liabilities | 14,450 | 13,935 | 16,519 | Total current liabilities | 13,954 | 13,810 | 14,896 | ||||||||||||||||||||||||
Long-term debt, less current portion | Long-term debt, less current portion | — | 2,013 | 2,013 | Long-term debt, less current portion | 247 | 280 | 2,000 | |||||||||||||||||||||||
Other liabilities, primarily compensation and benefits | Other liabilities, primarily compensation and benefits | 1,851 | 1,719 | 1,801 | Other liabilities, primarily compensation and benefits | 1,671 | 1,714 | 1,722 | |||||||||||||||||||||||
Stockholders’ equity: | Stockholders’ equity: | Stockholders’ equity: | |||||||||||||||||||||||||||||
Common stock, $1 par value, authorized shares: 100,000,000; issued: 7,862,150; 5,223,239 and 5,220,614 shares as of 10/31/01, 01/31/01 and 10/31/00, respectively | 7,862 | 5,223 | 5,221 | Common stock, $1 par value, authorized shares: 100,000,000; issued: 7,894,966; 7,874,588 and 5,223,239 shares as of 4/30/02, 01/31/02 and 4/30/01, respectively | 7,895 | 7,875 | 5,223 | ||||||||||||||||||||||||
Paid in capital | 1,076 | 3,459 | 3,420 | Paid in capital | 1,380 | 1,222 | 3,459 | ||||||||||||||||||||||||
Retained earnings | 73,239 | 68,248 | 66,930 | Retained earnings | 77,539 | 74,724 | 69,893 | ||||||||||||||||||||||||
82,177 | 76,930 | 75,571 | 86,814 | 83,821 | 78,575 | ||||||||||||||||||||||||||
Less treasury stock, at cost: | Less treasury stock, at cost: | ||||||||||||||||||||||||||||||
3,233,219; 2,063,807 and 1,980,957 shares as of 10/31/01, 01/31/01 and 10/31/00, respectively | 30,981 | 28,941 | 27,569 | 3,309,319; 3,269,019; and 2,096,307 shares as of 4/30/02, 01/31/02 and 4/30/01, respectively | 32,630 | 31,789 | 29,543 | ||||||||||||||||||||||||
Total stockholders’ equity | 51,196 | 47,989 | 48,002 | Total stockholders’ equity | 54,184 | 52,032 | 49,032 | ||||||||||||||||||||||||
Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | $ | 67,497 | $ | 65,656 | $ | 68,335 | Total liabilities and stockholders’ equity | $ | 70,056 | $ | 67,836 | $ | 67,650 | |||||||||||||||||
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 in thousands, except per share data)
FOR THE THREE | FOR THE NINE | FOR THE THREE | ||||||||||||||||||||||||||||
MONTHS ENDED | MONTHS ENDED | MONTHS ENDED | ||||||||||||||||||||||||||||
Oct 31, 2001 | Oct 31, 2000 | Oct 31, 2001 | Oct 31, 2000 | Apr 30, 2002 | Apr 30, 2001 | |||||||||||||||||||||||||
Net sales | Net sales | $ | 28,780 | $ | 35,209 | $ | 87,909 | $ | 100,556 | Net sales | $ | 30,974 | $ | 30,972 | ||||||||||||||||
Cost of goods sold | Cost of goods sold | 22,389 | 31,474 | 69,980 | 85,590 | Cost of goods sold | 22,824 | 24,733 | ||||||||||||||||||||||
Gross profit | 8,150 | 6,239 | ||||||||||||||||||||||||||||
Gross profit | 6,391 | 3,735 | 17,929 | 14,966 | ||||||||||||||||||||||||||
Selling, general and administrative expenses | Selling, general and administrative expenses | 2,683 | 3,295 | 8,252 | 10,076 | Selling, general and administrative expenses | 2,846 | 2,945 | ||||||||||||||||||||||
Gain on sale of businesses and assets | (54 | ) | (3,136 | ) | (399 | ) | (3,136 | ) | ||||||||||||||||||||||
Operating income | 3,762 | 3,576 | 10,076 | 8,026 | ||||||||||||||||||||||||||
Operating income | 5,304 | 3,294 | ||||||||||||||||||||||||||||
Interest expense | Interest expense | (17 | ) | (83 | ) | (86 | ) | (204 | ) | Interest expense | (15 | ) | (39 | ) | ||||||||||||||||
Other income, net | Other income, net | 134 | 99 | 461 | 223 | Other income, net | 31 | 160 | ||||||||||||||||||||||
Income before income taxes | 5,320 | 3,415 | ||||||||||||||||||||||||||||
Income before income taxes | 3,879 | 3,592 | 10,451 | 8,045 | ||||||||||||||||||||||||||
Income taxes | Income taxes | 1,369 | 1,929 | 3,689 | 3,532 | Income taxes | 1,862 | 1,206 | ||||||||||||||||||||||
Net income | $ | 2,510 | $ | 1,663 | $ | 6,762 | $ | 4,513 | ||||||||||||||||||||||
Net income | $ | 3,458 | $ | 2,209 | ||||||||||||||||||||||||||
Net income per common share: | Net income per common share: | Net income per common share: | ||||||||||||||||||||||||||||
Basic | $ | 0.75 | $ | 0.47 | ||||||||||||||||||||||||||
Basic | $ | 0.54 | $ | 0.34 | $ | 1.45 | $ | 0.85 | Diluted | $ | 0.73 | $ | 0.47 | |||||||||||||||||
Diluted | $ | 0.53 | $ | 0.34 | $ | 1.43 | $ | 0.85 | ||||||||||||||||||||||
Cash dividends paid per share | Cash dividends paid per share | $ | 0.13 | $ | 0.12 | $ | 0.38 | $ | 0.35 | Cash dividends paid per share | $ | 0.14 | $ | 0.12 |
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 in thousands)
FOR THE NINE | FOR THE THREE | ||||||||||||||||||||
MONTHS ENDED | MONTHS ENDED | ||||||||||||||||||||
Oct 31, 2001 | Oct 31, 2000 | Apr 30, 2002 | Apr 30, 2001 | ||||||||||||||||||
Cash flows from operating activities: | Cash flows from operating activities: | Cash flows from operating activities: | |||||||||||||||||||
Net income | $ | 6,762 | $ | 4,513 | Net income | $ | 3,458 | $ | 2,209 | ||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net | ||||||||||||||||||||
Depreciation and amortization | 2,291 | 3,011 | cash provided by operating activities: | ||||||||||||||||||
Provision for losses on accounts receivable, net of recoveries | (51 | ) | 475 | Depreciation and amortization | 1,038 | 781 | |||||||||||||||
Gain on sale of businesses and assets | (399 | ) | (3,136 | ) | Provision for losses on accounts receivable, net of recoveries | 1 | (10 | ) | |||||||||||||
Deferred income taxes | 323 | (1,108 | ) | Deferred income taxes | 202 | (13 | ) | ||||||||||||||
Change in accounts receivable | 4,819 | 239 | Change in accounts receivable | 1,443 | 2,055 | ||||||||||||||||
Change in inventories | 309 | 2,477 | Change in inventories | (453 | ) | 371 | |||||||||||||||
Change in prepaid expenses and other assets | 288 | 349 | Change in prepaid expenses and other assets | (563 | ) | (714 | ) | ||||||||||||||
Change in operating liabilities | 1,233 | 1,696 | Change in operating liabilities | 307 | 1,963 | ||||||||||||||||
Other, net | 17 | 34 | |||||||||||||||||||
Net cash provided by operating activities | 5,433 | 6,642 | |||||||||||||||||||
Net cash provided by operating activities | 15,592 | 8,550 | |||||||||||||||||||
Cash flows from investing activities: | Cash flows from investing activities: | Cash flows from investing activities: | |||||||||||||||||||
Capital expenditures | (3,796 | ) | (2,412 | ) | |||||||||||||||||
Proceeds from the sale of businesses and assets | 663 | 12,318 | Capital expenditures | (1,151 | ) | (619 | ) | ||||||||||||||
Other, net | (101 | ) | 37 | Other, net | (44 | ) | 30 | ||||||||||||||
Net cash provided by (used in) investing activities | (3,234 | ) | 9,943 | Net cash provided by (used in) investing activities | (1,195 | ) | (589 | ) | |||||||||||||
Cash flows from financing activities: | Cash flows from financing activities: | Cash flows from financing activities: | |||||||||||||||||||
Issuance of short-term debt | 1,470 | 3,500 | Long-term debt principal payments | (44 | ) | (1,012 | ) | ||||||||||||||
Payment of short-term debt | (1,070 | ) | (3,500 | ) | Net proceeds from exercise of stock options | 28 | — | ||||||||||||||
Long-term debt principal payments | (3,012 | ) | (1,043 | ) | Dividends paid | (643 | ) | (564 | ) | ||||||||||||
Proceeds from exercise of stock options | 168 | 45 | Purchase of treasury stock | (841 | ) | (602 | ) | ||||||||||||||
Dividends paid | (1,771 | ) | (1,819 | ) | |||||||||||||||||
Purchase of treasury stock | (2,040 | ) | (9,457 | ) | Net cash provided by (used in) financing activities | (1,500 | ) | (2,178 | ) | ||||||||||||
Other, net | (3 | ) | — | ||||||||||||||||||
Net increase (decrease) in cash and equivalents | 2,738 | 3,875 | |||||||||||||||||||
Net cash provided by (used in) financing activities | (6,258 | ) | (12,274 | ) | |||||||||||||||||
Net increase (decrease) in cash and equivalents | 6,100 | 6,219 | |||||||||||||||||||
Cash and cash equivalents at beginning of period | Cash and cash equivalents at beginning of period | 10,673 | 5,707 | Cash and cash equivalents at beginning of period | 7,478 | 10,673 | |||||||||||||||
Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | $ | 16,773 | $ | 11,926 | Cash and cash equivalents at end of period | $ | 10,216 | $ | 14,548 | |||||||||||
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 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 interim | |
2. | ||
Options to purchase approximately |
FOR THE THREE | FOR THE NINE | FOR THE THREE | ||||||||||||||||||||||
MONTHS ENDED: | MONTHS ENDED: | MONTHS ENDED: | ||||||||||||||||||||||
(In thousands, except per share data) | 10/31/01 | 10/31/00 | 10/31/01 | 10/31/00 | 4/30/2002 | 4/30/2001 | ||||||||||||||||||
Net income | $ | 2,510 | $ | 1,663 | $ | 6,762 | $ | 4,513 | $ | 3,458 | $ | 2,209 | ||||||||||||
Weighted average common shares outstanding | 4,627 | 4,943 | 4,666 | 5,293 | 4,595 | 4,708 | ||||||||||||||||||
Dilutive impact of stock options | 90 | 4 | 71 | 1 | 117 | 30 | ||||||||||||||||||
Weighted average common and common equivalent shares outstanding | 4,717 | 4,947 | 4,737 | 5,294 | 4,712 | 4,738 | ||||||||||||||||||
Net income per share: | ||||||||||||||||||||||||
Basic | $ | 0.54 | $ | 0.34 | $ | 1.45 | $ | 0.85 | $ | 0.75 | $ | 0.47 | ||||||||||||
Diluted | $ | 0.53 | $ | 0.34 | $ | 1.43 | $ | 0.85 | $ | 0.73 | $ | 0.47 | ||||||||||||
Page 6
PART I — FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The company’s reportable segments are defined by their common technologies, production processes and raw 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 exclusive of administrative and general expenses. The results of these segments are shown on the following table: |
(Dollars in thousands) | (Dollars in thousands) | FOR THE THREE | FOR THE NINE | (Dollars in thousands) | FOR THE THREE | |||||||||||||||||||||
MONTHS ENDED: | MONTHS ENDED: | MONTHS ENDED: | ||||||||||||||||||||||||
10/31/01 | 10/31/00 | 10/31/01 | 10/31/00 | 4/30/2002 | 4/30/2001 | |||||||||||||||||||||
NET SALES: | NET SALES: | NET SALES: | ||||||||||||||||||||||||
Electronic Systems | $ | 6,737 | $ | 7,650 | $ | 22,982 | $ | 22,665 | ||||||||||||||||||
Flow Controls | Flow Controls | 5,099 | 4,077 | 15,851 | 12,364 | Flow Controls | $ | 11,772 | $ | 7,894 | ||||||||||||||||
Engineered Films | Engineered Films | 10,562 | 11,128 | 30,779 | 29,993 | Engineered Films | 8,222 | 9,380 | ||||||||||||||||||
Electronic Systems | Electronic Systems | 7,488 | 7,359 | |||||||||||||||||||||||
Aerostar | Aerostar | 5,240 | 9,225 | 12,807 | 18,992 | Aerostar | 2,431 | 3,514 | ||||||||||||||||||
Beta Raven | 928 | 744 | 2,216 | 2,527 | ||||||||||||||||||||||
Businesses sold and for sale | Businesses sold and for sale | 214 | 2,385 | 3,274 | 14,015 | Businesses sold and for sale | 1,061 | 2,825 | ||||||||||||||||||
Total company | Total company | $ | 28,780 | $ | 35,209 | $ | 87,909 | $ | 100,556 | Total company | $ | 30,974 | $ | 30,972 | ||||||||||||
OPERATING INCOME (LOSS): | OPERATING INCOME (LOSS): | OPERATING INCOME (LOSS): | ||||||||||||||||||||||||
Electronic Systems | $ | 508 | $ | (1,985 | ) | $ | 1,415 | $ | (1,680 | ) | ||||||||||||||||
Flow Controls | Flow Controls | 1,423 | 571 | 4,016 | 2,700 | Flow Controls | $ | 4,205 | $ | 2,377 | ||||||||||||||||
Engineered Films | Engineered Films | 2,822 | 2,642 | 7,956 | 6,817 | Engineered Films | 2,399 | 2,287 | ||||||||||||||||||
Electronic Systems | Electronic Systems | 208 | 141 | |||||||||||||||||||||||
Aerostar | Aerostar | 330 | 853 | 1,381 | 1,264 | Aerostar | (191 | ) | 209 | |||||||||||||||||
Beta Raven | 56 | (207 | ) | (716 | ) | (258 | ) | |||||||||||||||||||
Businesses sold and for sale | Businesses sold and for sale | (42 | ) | 3,245 | 278 | 4,015 | Businesses sold and for sale | 70 | (310 | ) | ||||||||||||||||
Sub-total | 5,097 | 5,119 | 14,330 | 12,858 | Sub-total | 6,691 | 4,704 | |||||||||||||||||||
Administrative and general expenses | Administrative and general expenses | (1,335 | ) | (1,543 | ) | (4,254 | ) | (4,832 | ) | Administrative and general expenses | (1,387 | ) | (1,410 | ) | ||||||||||||
Total company | Total company | $ | 3,762 | $ | 3,576 | $ | 10,076 | $ | 8,026 | Total company | $ | 5,304 | $ | 3,294 | ||||||||||||
4. | ||
5. | Effective February 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”. This |
Page 7
PART I — FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Electronic Systems | ||||||||||||||||||||||||
(Dollars in thousands) | Division | Beta Raven, Inc. | ||||||||||||||||||||||
As Reported | Revised | As Reported | Revised | |||||||||||||||||||||
SALES: | ||||||||||||||||||||||||
FY 2001 | $ | 26,354 | $ | 32,039 | $ | 8,951 | $ | 3,266 | ||||||||||||||||
FY 2000 | 24,077 | 30,176 | 11,333 | 5,234 | ||||||||||||||||||||
FY 1999 | 18,817 | 24,958 | 12,200 | 6,059 | ||||||||||||||||||||
FY 1998 | 19,014 | 23,968 | 10,081 | 5,127 | ||||||||||||||||||||
FY 1997 | 18,018 | 22,133 | 9,154 | 5,039 | ||||||||||||||||||||
FY 1996 | 9,022 | 14,301 | 10,473 | 5,194 | ||||||||||||||||||||
OPERATING INCOME (LOSS): | ||||||||||||||||||||||||
FY 2001 | $ | (1,070 | ) | $ | (542 | ) | $ | 117 | $ | (411 | ) | |||||||||||||
FY 2000 | 728 | 1,632 | 1,644 | 740 | ||||||||||||||||||||
FY 1999 | 1,582 | 2,322 | 1,910 | 1,170 | ||||||||||||||||||||
FY 1998 | 2,730 | 3,319 | 1,383 | 794 | ||||||||||||||||||||
FY 1997 | 1,733 | 1,971 | 987 | 749 | ||||||||||||||||||||
FY 1996 | 1,336 | 2,088 | 1,351 | 599 |
Effective February 1, 2002, the Company also adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This standard expands upon the fundamental provisions of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of”. It also broadens the presentation of discontinued operations to include disposals of assets below the segment level. The | ||
Page 8
PART I — FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)
Page 9
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 was $16.8of $10.2 million at October 31,April 30, 2002 was $4.3 million less than at April 30, 2001. On December 5, 2001, compared with $11.9 million one year earlier.the company acquired the operating assets and certain liabilities of Starlink, Incorporated and System Integrators, Inc. for cash of $8.7 million. Accounts receivable of $14.5$14.9 million decreased $4.8$2.3 million from October 31, 2000April 30, 2001 due primarily to the closing of the company’s plastic tank facility in Tacoma, WA in November 2001 and lower sales activity at Aerostar and the ceasing of production during October 2001 at the company’s Tacoma plant.Aerostar. Inventory levels increased by $997,000 from April 30, 2001 to April 30, 2002 as a result of $18.6 million decreased $1.8 million from October 31, 2000 due primarily to lower sales levels in Aerostar’s specialty apparel products.the acquisitions. At October 31, 2001,April 30, 2002, the company retained a $5.0 million line of credit and it’sits Aerostar subsidiary retained an unused balance of $1.6 million on itsa $2.0 million seasonal line of credit. During the quarter ended July 31, 2001, the company repaid substantially allNo borrowings on either line were outstanding as of its long-term debt originally due in June 2002 and June 2003.April 30, 2002. The company’s capital resources continue to be sufficient to fund all its activities, including financing the acquisitions noted in note 10 to the consolidated financial statements.activities.
RESULTS OF OPERATIONS
Reported salesSales of $28.8$31.0 million for the quarter ended October 31, 2001April 30, 2002 were flat when compared to $35.2 million in the thirdfirst quarter of last year. SalesDecreases in sales from the Plastic Tank division (contained in the “Businesses sold and for sale” segment) forsale businesses, the three and nine month periods ended October 31, 2001 were $214,000 and $3.3 million, respectively, compared to the prior year’s three and nine month sales of $2.4 and $14.0 million, respectively. The reported sales decreases for the quarter ended October 31, 2001 were primarily due to the Plastic Tank divisionEngineered Films segment and the Aerostar segment. These decreasessegment were partially offset by ana 49 percent sales increase recorded in the Flow Controls segment. Reported year-to-date sales of $87.9Selling, general and administrative expenses for the current year’s first quarter were $2.8 million as compared to sales of $100.6$2.9 million reported in the same period of fiscal 2001. The decrease in sales from sold businesses of $10.7 million and the decrease in sales volume at Aerostar were offset by increases in the Flow Controls and Engineered Films segments. Reported operatingprevious year’s first quarter. Operating income of $3.8$5.3 million for the thirdfirst quarter and $10.1 million for the nine months ended October 31, 2001 were $186,000 and $2.1was $2.0 million above the three and nine months ended October 31, 2000, respectively.April 30, 2001. The impact of lowerflat sales was offset by strong profit margins in the Engineered Films and Flow Controls segments. Selling, general and administrative expenses for the current year’s third quarter were $2.7 million compared to $3.3 million in the previous third quarter. The decrease is primarily due to staff reductions and lower bad debt expense. The company reported a $3.1 million pretax gain on the sale of its Plastic Tank division during last year’s third quarter. The improvement in non-operatingNet income for the first quarter wasincreased by 57 percent to $3.5 million from one year earlier, resulting in record earnings of 73 cents per diluted share.
Flow Controls sales of $11.8 million for the result of afirst quarter were $3.9 million higher net cash positionthan in the same period last year. Strong demand for new products and the associated lower interest expense and higher interest earned. Theimpact of the company’s Starlink acquisition accounted for the sales increase. First quarter operating income tax rate in the prior year reflects the write-offwas $4.2 million, an increase of $1.8 million of non-deductible goodwill. Earnings per share, on a diluted basis,from the previous year’s first quarter. Increased sales volume, product mix and favorable plant utilization were all contributing factors to the higher operating income level for the threeFlow Controls segment.
Engineered Films sales of $8.2 million were down 12 percent in the first quarter due to a decrease in sales of pit liners for oil exploration, reduced sales of construction enclosure films due to mild winter weather conditions and nine month periods ended October 31, 2001 were $.53 and $1.43 per share, respectively,a depressed manufactured housing market. Despite the lower sales volume, quarterly operating income increased slightly to $2.4 million as compared to $.34 and $.85 for the same periods one year earlier. Total average weighted diluted shares outstanding$2.3 million recorded for the quarter ended October 31,April 30, 2001 were 4.7due to favorable material pricing and product mix.
Electronic Systems first quarter sales increased slightly to $7.5 million compared to 4.9from $7.4 million in the previoussame period last year. First quarter operating income increased to $208,000, a 48 percent improvement over the prior year. Improved operating income results for the three-month period reflect the segment’s Six-Sigma initiatives and related cycle-time reductions.
Aerostar first quarter sales of $2.4 million were $1.1 million below last year’s third quarter. Forfirst quarter, a decrease of 31 percent. A soft hot-air balloon market and continued pressure from offshore apparel manufacturers negatively affected the nine months ended October 31, 2001first quarter sales level. Compared to the prior year, hot-air balloon and October 31, 2000, average weighted diluted shares outstanding were 4.7 millionspecialty apparel sales decreased 40 percent and 5.3 million,35 percent, respectively. The lower shares outstandingsales level resulted in an operating loss of $191,000 for the quarter.
First quarter sales for businesses sold and for sale totaled $1.1 million, all of which were primarilyfrom the company’s Beta Raven Industrial Controls Division. For the first quarter ended April 30, 2001, Beta Raven Industrial Controls Division recorded $813,000 of sales. Plastic Tank Division sales were $2.0 million in the prior year’s first quarter. This operation was closed in November 2001. The Beta Raven Industrial Controls Division incurred a $340,000 repositioning charge in the
Page 9
PART I — FINANCIAL INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
quarter ended April 30, 2001. As a result, first quarter operating income of $70,000 was favorable to the company’s treasury share repurchases.$310,000 operating loss recorded in the previous first quarter.
The results for the quarterthree-months ended April 30, 2002 and nine-months ended October 31,April 30, 2001 and October 31, 2000 include nonrecurring items that the company does not believe are relevant to future operations or cash flows. Therefore, the company has segregated its ongoing operations in the tables below. October 31,Ongoing operations exclude the operations of and gains from the sale of the Plastic Tank Division which was partially sold in August 2000 ongoing operation data has been restated to reflect the changeand closed in segment reporting made in the fourth quarter of fiscal 2001. The discussion of operating results following the tables is focused on the results of ongoing operations exclusive of these items.
Ongoing operation results excludeNovember 2001, as well as the results of the Industrial Controls Division of Beta Raven which is held for sale. Ongoing results also exclude the nonrecurring gains and losses related to repositioning the company’s Plastic Tank division. The gain on sale of businesses and assets of $399,000 (relating primarily to the sale of Aerostar’s distribution warehouse) and other nonrecurring restructuring costs of $333,000 (relating primarily
Page 10
PART I — FINANCIAL INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
to Beta Raven’s first-quarter charge for the closing of it’s Alabama plant) were alsoacquisition-related charges. The items excluded from ongoing operation results. In the prior year, ongoing operation results excluded a $3.1 million gain on the sale of the company’s Plastic Tank division. The ongoing operation results for the three and nine month periods ended October 31, 2000 also exclude nonrecurring charges of $2.2 millioncause this presentation to reposition the customer basenot be in its electronics businesses and record severance costs for personnel in two sewing plants which closedconformity with accounting principles generally accepted in the fourth quarterUnited States of fiscal 2001.America.
The following table presents ongoing operation information for the three-month period ended April 30, 2002 and nine-month periods ended October 31, 2001 and October 31, 2000:April 30, 2001:
(Dollars in thousands) | THREE MONTHS ENDED 10/31/2001 | THREE MONTHS ENDED 10/31/2000 | ||||||||||||||||||||||||||||||||||||||||||||||
THREE MONTHS ENDED | THREE MONTHS ENDED | |||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 4/30/2002 | 4/30/2001 | ||||||||||||||||||||||||||||||||||||||||||||||
As | Ongoing | As | Ongoing | |||||||||||||||||||||||||||||||||||||||||||||
As Reported | Adjust- ments | Ongoing Business | As Reported | Adjust- ments | Ongoing Business | Reported | Adjustments | Business | Reported | Adjustments | Business | |||||||||||||||||||||||||||||||||||||
Net sales | $ | 28,780 | $ | 214 | $ | 28,566 | $ | 35,209 | $ | 2,385 | $ | 32,824 | $ | 30,974 | $ | 1,061 | $ | 29,913 | $ | 30,972 | $ | 2,825 | $ | 28,147 | ||||||||||||||||||||||||
Gross profit | 6,391 | (65 | ) | 6,456 | 3,735 | (1,814 | ) | 5,549 | 8,150 | 228 | 7,922 | 6,239 | 28 | 6,211 | ||||||||||||||||||||||||||||||||||
Operating expenses | 2,683 | 27 | 2,656 | 3,295 | 277 | 3,018 | 2,846 | 158 | 2,688 | 2,945 | 338 | 2,607 | ||||||||||||||||||||||||||||||||||||
Gain on sale of businesses and assets | 54 | 54 | — | 3,136 | 3,136 | — | ||||||||||||||||||||||||||||||||||||||||||
Operating income | 3,762 | (38 | ) | 3,800 | 3,576 | 1,045 | 2,531 | 5,304 | 70 | 5,234 | 3,294 | (310 | ) | 3,604 | ||||||||||||||||||||||||||||||||||
Other (income) expense | (117 | ) | — | (117 | ) | (16 | ) | — | (16 | ) | (16 | ) | — | (16 | ) | (121 | ) | — | (121 | ) | ||||||||||||||||||||||||||||
Net income before taxes | 3,879 | (38 | ) | 3,917 | 3,592 | 1,045 | 2,547 | 5,320 | 70 | 5,250 | 3,415 | (310 | ) | 3,725 | ||||||||||||||||||||||||||||||||||
Income taxes | 1,369 | (13 | ) | 1,382 | 1,929 | 1,020 | 909 | 1,862 | 24 | 1,838 | 1,206 | (109 | ) | 1,315 | ||||||||||||||||||||||||||||||||||
Net income | $ | 2,510 | $ | (25 | ) | $ | 2,535 | $ | 1,663 | $ | 25 | $ | 1,638 | $ | 3,458 | $ | 46 | $ | 3,412 | $ | 2,209 | $ | (201 | ) | $ | 2,410 | ||||||||||||||||||||||
NINE MONTHS ENDED 10/31/2001 | NINE MONTHS ENDED 10/31/2000 | |||||||||||||||||||||||
As Reported | Adjust- ments | Ongoing Business | As Reported | Adjust- ments | Ongoing Business | |||||||||||||||||||
Net sales | $ | 87,909 | $ | 3,274 | $ | 84,635 | $ | 100,556 | $ | 14,015 | $ | 86,541 | ||||||||||||
Gross profit | 17,929 | 60 | 17,869 | 14,966 | (165 | ) | 15,131 | |||||||||||||||||
Operating expenses | 8,252 | 100 | 8,152 | 10,076 | 1,156 | 8,920 | ||||||||||||||||||
Gain on sale of businesses and assets | 399 | 399 | — | 3,136 | 3,136 | — | ||||||||||||||||||
Operating income | 10,076 | 359 | 9,717 | 8,026 | 1,815 | 6,211 | ||||||||||||||||||
Other (income) expense | (375 | ) | — | (375 | ) | (19 | ) | (3 | ) | (16 | ) | |||||||||||||
Net income before taxes | 10,451 | 359 | 10,092 | 8,045 | 1,818 | 6,227 | ||||||||||||||||||
Income taxes | 3,689 | 127 | 3,562 | 3,532 | 1,309 | 2,223 | ||||||||||||||||||
Net income | $ | 6,762 | $ | 232 | $ | 6,530 | $ | 4,513 | $ | 509 | $ | 4,004 | ||||||||||||
In the quarter ended July 31, 2001, the Electronics Manufacturing Services (EMS) operation of Beta Raven was combined with the Electronic Systems Division. Segment sales and operating income in the following tables have been restated to reflect this change.
Page 1110
PART I — FINANCIAL INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Following is a table of ongoing operation results by segment:
ONGOING OPERATIONS
SALES AND OPERATING INCOME BY SEGMENT
THREE MONTHS ENDED | NINE MONTHS ENDED | THREE MONTHS ENDED | |||||||||||||||||||||||||||||||||||||
(dollars in thousands) | OCTOBER 31 | OCTOBER 31 | APRIL 30 | ||||||||||||||||||||||||||||||||||||
2001 | 2000 | Percent Change | 2001 | 2000 | Percent Change | 2002 | 2001 | Percent | |||||||||||||||||||||||||||||||
Change | |||||||||||||||||||||||||||||||||||||||
NET SALES: | |||||||||||||||||||||||||||||||||||||||
Electronic Systems | $ | 6,737 | $ | 7,650 | -12 | % | $ | 22,982 | $ | 22,665 | 1 | % | |||||||||||||||||||||||||||
Flow Controls | 5,099 | 4,077 | 25 | % | 15,851 | 12,364 | 28 | % | $ | 11,772 | $ | 7,894 | 49 | % | |||||||||||||||||||||||||
Engineered Films | 10,562 | 11,128 | -5 | % | 30,779 | 29,993 | 3 | % | 8,222 | 9,380 | -12 | % | |||||||||||||||||||||||||||
Electronic Systems | 7,488 | 7,359 | 2 | % | |||||||||||||||||||||||||||||||||||
Aerostar | 5,240 | 9,225 | -43 | % | 12,807 | 18,992 | -33 | % | 2,431 | 3,514 | -31 | % | |||||||||||||||||||||||||||
Beta Raven | 928 | 744 | 25 | % | 2,216 | 2,527 | -12 | % | |||||||||||||||||||||||||||||||
Total company | $ | 28,566 | $ | 32,824 | -13 | % | $ | 84,635 | $ | 86,541 | -2 | % | $ | 29,913 | $ | 28,147 | 6 | % | |||||||||||||||||||||
OPERATING INCOME (LOSS): | |||||||||||||||||||||||||||||||||||||||
Electronic Systems | $ | 508 | $ | (163 | ) | 412 | % | $ | 1,397 | $ | 142 | 884 | % | ||||||||||||||||||||||||||
Flow Controls | 1,423 | 809 | 76 | % | 4,016 | 2,938 | 37 | % | $ | 4,205 | $ | 2,377 | 77 | % | |||||||||||||||||||||||||
Engineered Films | 2,822 | 2,642 | 7 | % | 7,956 | 6,817 | 17 | % | 2,399 | 2,287 | 5 | % | |||||||||||||||||||||||||||
Electronic Systems | 208 | 141 | 48 | % | |||||||||||||||||||||||||||||||||||
Aerostar | 326 | 909 | -64 | % | 967 | 1,320 | -27 | % | (191 | ) | 209 | -191 | % | ||||||||||||||||||||||||||
Beta Raven | 56 | (123 | ) | 146 | % | (365 | ) | (174 | ) | -110 | % | ||||||||||||||||||||||||||||
Administrative and general expenses | (1,335 | ) | (1,543 | ) | 13 | % | (4,254 | ) | (4,832 | ) | 12 | % | (1,387 | ) | (1,410 | ) | 2 | % | |||||||||||||||||||||
Total company | $ | 3,800 | $ | 2,531 | 50 | % | $ | 9,717 | $ | 6,211 | 56 | % | $ | 5,234 | $ | 3,604 | 45 | % | |||||||||||||||||||||
SalesTotal sales for businesses sold and for sale in the quarters ended April 2002 and April 2001 were $1.1 million and $2.8 million, respectively. Operating income that has been excluded from the ongoing operations were $28.6 milliontotaled $70,000 for the current quarter. For the quarter ended October 31,April 30, 2001, a decrease of $4.3 million$310,000 loss has been excluded.
OUTLOOK
Management budgeted earnings in the second quarter to be down slightly from the previousprior year’s second quarter results. The Starlink acquisition is expected to seasonally enhance earnings in the company’s first and fourth quarters and dampen earnings in the second and third quarter sales.quarters. The decrease in sales was primarily due to the downsizingsecond quarter of the company’s Aerostar segment. Current fiscal year-to-date ongoing operation sales were $84.6 million versus $86.5 millionprior year also included a $345,000 gain on an asset sale which will not recur this year. Net income for the first six months of the year is expected to be well ahead of the same period in the previous fiscal year. Sales increases in the Flow Controls and Engineered Films segments were offset by a decrease in the Aerostar segment. Operating income from ongoing operations for the third quarter was $3.8 million compared to $2.5 million in the previous third quarter. Ongoing operating income for the nine months ended October 31, 2001 was $9.7 million, an increase of $3.5 million from the previous year. The increases in operating income for both the quarter and nine-month periods were primarily due to the impact of sales increases in the Flow Controls segment and strong margin performance in the Engineered Films segment. Ongoing operating income for both the quarter and year-to-date was favorably impacted by lower administrative and general expenses.
Electronic Systems third quarter sales decreased to $6.7 million from $7.7 million in the same period last year. Year-to-date sales were $23.0 million, up slightly from the previous year’s $22.7 million. Third quarter sales were negatively impacted by customer design delays on major new contracts. Third quarter operating income increased to $508,000 from an $163,000 loss the prior year. Operating incomeFull year earnings per share are expected to hit a record high, exceeding the all-time high of $1.86 the company achieved last year.
NEW ACCOUNTING STANDARDS
Effective February 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”. This standard establishes new guidance on accounting for goodwill and intangible assets after a business combination is completed (i.e., post acquisition accounting). The standard discontinues the nine months ended Octoberamortization of goodwill and indefinite lived intangible assets, requiring instead the periodic testing of these assets for impairment. Goodwill, net of accumulated amortization, was $5.9 million as of January 31, 20012002 and was $1.4 million compared to $142,000recorded in “Goodwill and other assets, net” (long-term) on the previous year. As a resultaccompanying balance sheet. The effect of this segment’s repositioning efforts inadopting the prior year, operating income for the three and nine month periods reflected improved production efficiencies and better material management.new standard will reduce goodwill amortization
Page 1211
PART I — FINANCIAL INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Flow Controls salesexpense by $81,000 annually. Management does not expect any material changes to the carrying value of $5.1 million for the third quarter were $1.0 million higher than in the same period last year. Nine-month sales of $15.9 million were up 28% from $12.4 million in the first nine months of fiscal 2001. Strong demand for new products accounted for the sales increase. Third quarter operating income was $1.4 million, an increase of $614,000 from the previous year’s third quarter. The increased sales volume and improved production efficiencies favorably affected operating income in the third quarter and the nine months. Operating income of $4.0 million in the first nine months was 37% above the $2.9 million for the first nine months of fiscal 2001.
Engineered Films sales of $10.6 million were down 5% in the third quarter due to mild weather conditions, which affected construction film sales. Nine-month sales of $30.8 million were $786,000 ahead of the same period in the previous yeargoodwill as a result of increased demand for pit linersthe adoption of SFAS No. 142. The Company is in the process of finalizing the policy for the oil exploration marketperiodic testing for impairment of goodwill and foreign research balloons. Quarterly operating income increased to $2.8 million compared to $2.6 million recordedindefinite lived intangible assets.
Effective February 1, 2002, the Company also adopted SFAS No. 144, “Accounting for the quarter ended October 31, 2000. Favorable material pricing offsetImpairment or Disposal of Long-Lived Assets”. This standard expands upon the negative profit impactfundamental provisions of lower sales. Operating incomeSFAS No. 121, “Accounting for the first nine monthsImpairment of fiscal 2002Long-Lived Assets and for Long-Lived Assets to be Disposed Of”. It also broadens the presentation of $8.0 million was 17% overdiscontinued operations to include disposals of assets below the $6.8 millionsegment level. The Company is in the same period last year. Year-to-date operating income has been impacted by favorable material pricing, increased manufacturing efficiencies, and higher-margin product mix.
Aerostar third quarter salesprocess of $5.2 million were $4.0 million below last year’s third quarter. Salesfinalizing the policy for the first nine monthsperiodic testing for impairment of $12.8 million were $6.2 million below the same period the previous year. The lower sales volume in the current fiscal year reflects the closing of two sewing plants in November 2000. Operating income of $326,000 in the third quarter was below the prior year’s third quarter income of $909,000. Operating income in the first nine months was $967,000 and was 27% below the $1.3 million of income in the first nine months of fiscal 2001 due to lower sales levels. The backlog for sewn products at October 31, 2001 remains significantly lower than one year earlier.
Beta Raven sales in the third quarter of $928,000 were above the $744,000 recorded in the previous year’s third quarter. Nine-month sales of $2.2 million were 12% below the first nine months of last fiscal year. Third quarter operating income of $56,000 was favorable to the $123,000 operating loss the previous third quarter. Operating losses for the nine months were $365,000 and compared unfavorably to the $174,000 loss in the first nine months of fiscal 2001. The continued weakness in the American poultry industry adversely affected sales and profit margins.long-lived assets.
OUTLOOK
The company believes earnings for the third quarter and first nine months reflect the continued repositioning of the company away from lower-margin businesses. Management expects ongoing earnings in the fourth quarter to meet or exceed earnings recorded in the previous year’s fourth quarter by maintaining improved margins.
NEW ACCOUNTING STANDARDS
New accounting standards are discussed in footnote 9 to the consolidated financial statements.
Page 13
PART I — FINANCIAL INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain sections of this report contain statements 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 1412
PART II — OTHERII-OTHER INFORMATION
Item 1. Legal Proceedings:
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 22, 2002. 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 | 4,229,800.083 | 9,810.561 | ||||||
David A. Christensen | 4,194,805.083 | 44,805.561 | ||||||
Thomas S. Everist | 4,201,291.648 | 38,318.996 | ||||||
Mark E. Griffin | 4,206,998.083 | 32,612.561 | ||||||
Conrad J. Hoigaard | 4,206,376.083 | 33,234.561 | ||||||
Cynthia H. Milligan | 4,191,276.047 | 48,334.597 | ||||||
Ronald M. Moquist | 4,149,568.083 | 90,042.561 |
Item 5. Other Information: None
Item 6. (a) Exhibits Filed: 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 & and Treasurer (Principal Financial |
Date: December 13, 2001June 4, 2002
Page 13