|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended April 30, 2012
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from to
|
South Dakota
(State of incorporation)
|
|
46-0246171
(IRS Employer Identification No.)
|
Large Accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 4.
Mine Safety Disclosures
|
|
(in thousands, except per-share data)
|
April 30,
2012 |
|
January 31,
2012 |
|
April 30,
2011 |
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
43,536
|
|
|
$
|
25,842
|
|
|
$
|
42,125
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
500
|
|
|||
Accounts receivable, net of allowances of $170, $170, and $200, respectively
|
58,641
|
|
|
60,759
|
|
|
50,542
|
|
|||
Inventories
|
54,664
|
|
|
54,756
|
|
|
45,538
|
|
|||
Deferred income taxes
|
3,182
|
|
|
3,299
|
|
|
2,878
|
|
|||
Other current assets
|
4,886
|
|
|
2,903
|
|
|
3,113
|
|
|||
Total current assets
|
164,909
|
|
|
147,559
|
|
|
144,696
|
|
|||
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
64,888
|
|
|
61,894
|
|
|
42,409
|
|
|||
Goodwill
|
22,274
|
|
|
22,274
|
|
|
10,777
|
|
|||
Amortizable intangible assets, net
|
9,220
|
|
|
9,412
|
|
|
1,700
|
|
|||
Other assets, net
|
4,434
|
|
|
4,564
|
|
|
4,653
|
|
|||
TOTAL ASSETS
|
$
|
265,725
|
|
|
$
|
245,703
|
|
|
$
|
204,235
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
17,134
|
|
|
$
|
16,162
|
|
|
$
|
17,447
|
|
Accrued liabilities
|
20,665
|
|
|
20,397
|
|
|
11,782
|
|
|||
Taxes - accrued and withheld
|
11,300
|
|
|
2,596
|
|
|
6,713
|
|
|||
Customer advances
|
1,200
|
|
|
1,491
|
|
|
1,320
|
|
|||
Total current liabilities
|
50,299
|
|
|
40,646
|
|
|
37,262
|
|
|||
|
|
|
|
|
|
||||||
Other liabilities
|
18,931
|
|
|
24,467
|
|
|
12,637
|
|
|||
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Shareholders' Equity
|
|
|
|
|
|
||||||
Common stock, $1 par value, authorized shares 100,000; issued 32,576; 32,566; and 32,528, respectively
|
32,576
|
|
|
32,566
|
|
|
32,528
|
|
|||
Paid in capital
|
10,240
|
|
|
9,607
|
|
|
7,540
|
|
|||
Retained earnings
|
208,871
|
|
|
193,650
|
|
|
168,582
|
|
|||
Accumulated other comprehensive loss
|
(1,901
|
)
|
|
(1,962
|
)
|
|
(952
|
)
|
|||
Less treasury stock at cost, 14,449 shares
|
(53,362
|
)
|
|
(53,362
|
)
|
|
(53,362
|
)
|
|||
Total Raven Industries, Inc. shareholders' equity
|
196,424
|
|
|
180,499
|
|
|
154,336
|
|
|||
Noncontrolling interest
|
71
|
|
|
91
|
|
|
—
|
|
|||
Total shareholders' equity
|
196,495
|
|
|
180,590
|
|
|
154,336
|
|
|||
TOTAL LIABILITY AND SHAREHOLDERS' EQUITY
|
$
|
265,725
|
|
|
$
|
245,703
|
|
|
$
|
204,235
|
|
|
Three Months Ended
|
||||||
(in thousands, except per-share data)
|
April 30,
2012 |
|
April 30,
2011 |
||||
Net sales
|
$
|
117,915
|
|
|
$
|
101,541
|
|
Cost of sales
|
76,780
|
|
|
68,605
|
|
||
Gross profit
|
41,135
|
|
|
32,936
|
|
||
|
|
|
|
||||
Research and development expenses
|
3,400
|
|
|
2,243
|
|
||
Selling, general and administrative expenses
|
9,303
|
|
|
7,160
|
|
||
Operating income
|
28,432
|
|
|
23,533
|
|
||
|
|
|
|
||||
Other income (expense), net
|
(52
|
)
|
|
(13
|
)
|
||
Income before income taxes
|
28,380
|
|
|
23,520
|
|
||
|
|
|
|
||||
Income taxes
|
9,357
|
|
|
7,804
|
|
||
Net income
|
19,023
|
|
|
15,716
|
|
||
|
|
|
|
||||
Net (loss) attributable to the noncontrolling interest
|
(20
|
)
|
|
—
|
|
||
|
|
|
|
||||
Net income attributable to Raven Industries, Inc.
|
$
|
19,043
|
|
|
$
|
15,716
|
|
|
|
|
|
||||
Net income per common share:
|
|
|
|
||||
─ Basic
|
$
|
1.05
|
|
|
$
|
0.87
|
|
─ Diluted
|
$
|
1.04
|
|
|
$
|
0.86
|
|
|
|
|
|
||||
Cash dividends paid per common share
|
$
|
0.21
|
|
|
$
|
0.18
|
|
|
|
|
|
||||
Comprehensive income:
|
|
|
|
||||
Net income
|
$
|
19,023
|
|
|
$
|
15,716
|
|
|
|
|
|
||||
Other comprehensive income, net of tax:
|
|
|
|
||||
Foreign currency translation
|
23
|
|
|
139
|
|
||
Postretirement benefits, net of income tax of $20 and $15, respectively
|
38
|
|
|
29
|
|
||
Other comprehensive income, net of tax
|
61
|
|
|
168
|
|
||
|
|
|
|
||||
Comprehensive income
|
19,084
|
|
|
15,884
|
|
||
|
|
|
|
||||
Comprehensive (loss) attributable to noncontrolling interest
|
(20
|
)
|
|
—
|
|
||
|
|
|
|
||||
Comprehensive income attributable to Raven Industries, Inc.
|
$
|
19,104
|
|
|
$
|
15,884
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
April 30,
2012 |
|
April 30,
2011 |
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
19,023
|
|
|
$
|
15,716
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,892
|
|
|
1,985
|
|
||
Change in fair value of acquisition-related contingent consideration
|
(253
|
)
|
|
31
|
|
||
Earnings of equity investee
|
24
|
|
|
1
|
|
||
Deferred income taxes
|
(477
|
)
|
|
845
|
|
||
Share-based compensation expense
|
525
|
|
|
392
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
2,105
|
|
|
(10,468
|
)
|
||
Inventories
|
97
|
|
|
(1,833
|
)
|
||
Prepaid expense and other assets
|
(1,793
|
)
|
|
(1,117
|
)
|
||
Operating liabilities
|
6,077
|
|
|
5,463
|
|
||
Other operating activities, net
|
(8
|
)
|
|
(7
|
)
|
||
Net cash provided by operating activities
|
28,212
|
|
|
11,008
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures
|
(4,900
|
)
|
|
(3,585
|
)
|
||
Payments related to business acquisitions, net of cash acquired
|
(1,867
|
)
|
|
(8
|
)
|
||
Sales of short-term investments
|
—
|
|
|
500
|
|
||
Other investing activities, net
|
(58
|
)
|
|
(264
|
)
|
||
Net cash used in investing activities
|
(6,825
|
)
|
|
(3,357
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
||||
Dividends paid
|
(3,806
|
)
|
|
(3,254
|
)
|
||
Other financing activities, net
|
103
|
|
|
100
|
|
||
Net cash used in financing activities
|
(3,703
|
)
|
|
(3,154
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
10
|
|
|
65
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
17,694
|
|
|
4,562
|
|
||
Cash and cash equivalents at beginning of year
|
25,842
|
|
|
37,563
|
|
||
Cash and cash equivalents at end of year
|
$
|
43,536
|
|
|
$
|
42,125
|
|
|
Three Months Ended
|
||||||
|
April 30,
2012 |
|
April 30,
2011 |
||||
Numerator:
|
|
|
|
||||
Net income attributable to Raven Industries, Inc.
|
$
|
19,043
|
|
|
$
|
15,716
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted average common shares outstanding
|
18,122
|
|
|
18,075
|
|
||
Weighted average stock units outstanding
|
25
|
|
|
27
|
|
||
Denominator for basic calculation
|
18,147
|
|
|
18,102
|
|
||
|
|
|
|
||||
Weighted average common shares outstanding
|
18,122
|
|
|
18,075
|
|
||
Weighted average stock units outstanding
|
25
|
|
|
27
|
|
||
Dilutive impact of stock options and restricted units
|
114
|
|
|
110
|
|
||
Denominator for diluted calculation
|
18,261
|
|
|
18,212
|
|
||
|
|
|
|
||||
Net income per share - basic
|
$
|
1.05
|
|
|
$
|
0.87
|
|
Net income per share - diluted
|
$
|
1.04
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
||||||
|
|
April 30, 2012
|
|
January 31, 2012
|
|
April 30, 2011
|
||||||
Inventories:
|
|
|
|
|
|
|
||||||
Finished goods
|
|
$
|
7,688
|
|
|
$
|
7,094
|
|
|
$
|
7,916
|
|
In process
|
|
6,847
|
|
|
6,105
|
|
|
5,986
|
|
|||
Materials
|
|
40,129
|
|
|
41,557
|
|
|
31,636
|
|
|||
|
|
$
|
54,664
|
|
|
$
|
54,756
|
|
|
$
|
45,538
|
|
Accrued liabilities:
|
|
|
|
|
|
|
||||||
Salaries and benefits
|
|
$
|
2,635
|
|
|
$
|
4,297
|
|
|
$
|
1,972
|
|
Vacation
|
|
4,584
|
|
|
4,387
|
|
|
3,504
|
|
|||
401(k) contributions
|
|
555
|
|
|
966
|
|
|
228
|
|
|||
Insurance obligations
|
|
2,887
|
|
|
2,789
|
|
|
3,134
|
|
|||
Profit sharing
|
|
413
|
|
|
1,244
|
|
|
354
|
|
|||
Warranties
|
|
1,792
|
|
|
1,699
|
|
|
1,631
|
|
|||
Acquisition-related contingent consideration
|
|
6,658
|
|
|
3,266
|
|
|
266
|
|
|||
Other
|
|
1,141
|
|
|
1,749
|
|
|
693
|
|
|||
|
|
$
|
20,665
|
|
|
$
|
20,397
|
|
|
$
|
11,782
|
|
Other liabilities:
|
|
|
|
|
|
|
||||||
Postretirement benefits
|
|
$
|
7,423
|
|
|
$
|
7,348
|
|
|
$
|
5,774
|
|
Acquisition-related contingent consideration
|
|
2,169
|
|
|
7,655
|
|
|
2,249
|
|
|||
Deferred income taxes
|
|
3,944
|
|
|
4,518
|
|
|
102
|
|
|||
Uncertain tax positions
|
|
5,395
|
|
|
4,946
|
|
|
4,512
|
|
|||
|
|
$
|
18,931
|
|
|
$
|
24,467
|
|
|
$
|
12,637
|
|
|
Three Months Ended
|
||||||
|
April 30,
2012 |
|
April 30,
2011 |
||||
Service cost
|
$
|
47
|
|
|
$
|
30
|
|
Interest cost
|
84
|
|
|
84
|
|
||
Amortization of actuarial losses
|
58
|
|
|
32
|
|
||
Net periodic benefit cost
|
$
|
189
|
|
|
$
|
146
|
|
|
Three Months Ended
|
||||||
|
April 30,
2012 |
|
April 30,
2011 |
||||
Beginning balance
|
$
|
1,699
|
|
|
$
|
1,437
|
|
Accrual for warranties
|
820
|
|
|
807
|
|
||
Settlements made (in cash or in kind)
|
(727
|
)
|
|
(613
|
)
|
||
Ending balance
|
$
|
1,792
|
|
|
$
|
1,631
|
|
|
Three Months Ended
|
||
|
April 30,
2012 |
||
Risk-free interest rate
|
0.86
|
%
|
|
Expected dividend yield
|
1.33
|
%
|
|
Expected volatility factor
|
49.65
|
%
|
|
Expected option term (in years)
|
3.75
|
|
|
|
|
||
Weighted average grant date fair value
|
$
|
21.91
|
|
|
Three Months Ended
|
||||||
|
April 30,
2012 |
|
April 30,
2011 |
||||
Net sales
|
|
|
|
||||
Applied Technology
|
$
|
50,480
|
|
|
$
|
39,125
|
|
Engineered Films
|
41,094
|
|
|
30,091
|
|
||
Aerostar
|
10,801
|
|
|
15,139
|
|
||
Electronic Systems
|
19,120
|
|
|
19,477
|
|
||
Intersegment eliminations
|
(3,580
|
)
|
|
(2,291
|
)
|
||
Consolidated net sales
|
$
|
117,915
|
|
|
$
|
101,541
|
|
|
|
|
|
||||
Operating income (loss)
|
|
|
|
||||
Applied Technology
|
$
|
20,910
|
|
|
$
|
15,074
|
|
Engineered Films
|
9,179
|
|
|
4,129
|
|
||
Aerostar
|
(1,161
|
)
|
|
4,062
|
|
||
Electronic Systems
|
3,695
|
|
|
3,412
|
|
||
Intersegment eliminations
|
(31
|
)
|
|
12
|
|
||
Total reportable segment income
|
32,592
|
|
|
26,689
|
|
||
Administrative and general expenses
|
(4,160
|
)
|
|
(3,156
|
)
|
||
Consolidated operating income
|
$
|
28,432
|
|
|
$
|
23,533
|
|
•
|
Consolidated net sales, gross margins, operating income, operating margins, net income and earnings per share
|
•
|
Cash flow from operations and shareholder returns
|
•
|
Return on sales, assets and equity
|
•
|
Segment net sales, gross profit, gross margins, operating income and operating margins
|
•
|
Seek to expand in niche markets that have strong prospects for growth and above-average profit margins.
|
•
|
Elevate customer service by leveraging innovation, speed and dedicated engineering support to solve the customer's problem.
|
•
|
Reinvest cash generated from operations to fuel growth. Capital is allocated aggressively when the prospects are high for above-average, risk-adjusted returns on capital. If the company accumulates cash in excess of investment opportunities for above-average, risk-adjusted returns, it will be returned to shareholders.
|
•
|
Continue to increase the quarterly dividend annually.
|
|
Three Months Ended
|
|||||||||
(dollars in thousands, except per-share data)
|
April 30,
2012 |
|
April 30,
2011 |
|
% Change
|
|||||
Net sales
|
$
|
117,915
|
|
|
$
|
101,541
|
|
|
16
|
%
|
Gross profit
|
41,135
|
|
|
32,936
|
|
|
25
|
%
|
||
Gross margins
(a)
|
34.9
|
%
|
|
32.4
|
%
|
|
|
|||
Operating income
|
$
|
28,432
|
|
|
$
|
23,533
|
|
|
21
|
%
|
Operating margins
|
24.1
|
%
|
|
23.2
|
%
|
|
|
|||
Net income attributable to Raven Industries, Inc.
|
$
|
19,043
|
|
|
$
|
15,716
|
|
|
21
|
%
|
Diluted earnings per share
|
$
|
1.04
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating cash flow
|
$
|
28,212
|
|
|
$
|
11,008
|
|
|
|
|
Cash dividends
|
$
|
3,806
|
|
|
$
|
3,254
|
|
|
|
(a)
|
The company's gross and operating margins may not be comparable to industry peers due to the diversity of its operations and variability in the classification of expenses across industries in which the company operates.
|
|
Three Months Ended
|
|||||||||||||
(dollars in thousands)
|
April 30,
2012 |
|
April 30,
2011 |
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
50,480
|
|
|
$
|
39,125
|
|
|
$
|
11,355
|
|
|
29
|
%
|
Gross profit
|
26,042
|
|
|
18,931
|
|
|
7,111
|
|
|
38
|
%
|
|||
Gross margins
|
51.6
|
%
|
|
48.4
|
%
|
|
|
|
|
|||||
Operating income
|
20,910
|
|
|
15,074
|
|
|
5,836
|
|
|
39
|
%
|
|||
Operating margins
|
41.4
|
%
|
|
38.5
|
%
|
|
|
|
|
•
|
Market conditions.
Global market fundamentals were healthy as population and income growth in emerging economies have increased demand for food. These factors have resulted in higher crop prices and wider acceptance of precision agriculture as a sound investment for maximizing yields and controlling input costs.
|
•
|
Sales volume.
The favorable year-over-year comparisons reflect strong sales growth across the majority of the division's product offerings, including application controls, field computers, guidance and steering products, and boom controls.
|
•
|
International sales.
Year-to-date international sales totaled $13.8 million, increasing 26% from a year ago. Products delivered to South America, Eastern Europe, South Africa, and Canada, generated the majority of the international sales growth. International sales accounted for 27% of total Applied Technology net sales in the first quarter compared to 28% at this time last year.
|
•
|
Gross margins.
Gross margins for the fiscal 2013 first quarter of 51.6% improved from 48.4% in fiscal 2012 first quarter due primarily to higher sales and operating leverage on profitability. Historically, the first quarter is the seasonal high point in the division. Gross margins were also positively impacted in the first quarter of fiscal 2013 by one percentage point due to the early buyout of the Ranchview acquisition related contingent liability.
|
•
|
Operating expenses.
First quarter operating expenses of 10.2% of net sales increased slightly from prior first quarter of 9.9% of net sales due to the division's continued investment in research and development expenses. R&D cost as compared to net sales in fiscal 2013 was 4.4% compared to 3.8% in the prior year.
|
|
Three Months Ended
|
|||||||||||||
(dollars in thousands)
|
April 30,
2012 |
|
April 30,
2011 |
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
41,094
|
|
|
$
|
30,091
|
|
|
$
|
11,003
|
|
|
37
|
%
|
Gross profit
|
10,528
|
|
|
5,239
|
|
|
5,289
|
|
|
101
|
%
|
|||
Gross margins
|
25.6
|
%
|
|
17.4
|
%
|
|
|
|
|
|||||
Operating income
|
9,179
|
|
|
4,129
|
|
|
5,050
|
|
|
122
|
%
|
|||
Operating margins
|
22.3
|
%
|
|
13.7
|
%
|
|
|
|
|
•
|
Market conditions.
Economic growth in emerging markets continued to support higher oil and natural gas prices, and in turn, increased related drilling activity and demand for pit liners in the energy market.
|
•
|
Sales volume and selling prices
. Sales growth for the first quarter of fiscal 2013 was predominately driven by the increased demand for pit liners utilized in oil and gas exploration activity. Environmental and water conservation projects increased the demand for geomembrane containment liners and covers during the quarter. Selling prices were up roughly 11%
|
•
|
Gross margin increase.
For the three-month period, margins improved 8.2% due to improved operating efficiencies, positive operating leverage and a more favorable price versus material spread. Material cost as a percentage of sales was 60% for the three months ended April 2012 compared with 66% for the same prior year period.
|
•
|
Operating expenses.
First quarter operating expenses were 3.3% of net sales in fiscal 2013 versus 3.7% in fiscal 2012. Selling expense increases of $0.2 million (28%) and relatively flat R&D expense lagged the 37% increase in net sales.
|
|
Three Months Ended
|
|||||||||||||
(dollars in thousands)
|
April 30,
2012 |
|
April 30,
2011 |
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
10,801
|
|
|
$
|
15,139
|
|
|
$
|
(4,338
|
)
|
|
(29
|
)%
|
Gross profit
|
370
|
|
|
5,000
|
|
|
(4,630
|
)
|
|
(93
|
)%
|
|||
Gross margins
|
3.4
|
%
|
|
33.0
|
%
|
|
|
|
|
|||||
Operating income (loss)
|
(1,161
|
)
|
|
4,062
|
|
|
(5,223
|
)
|
|
(129
|
)%
|
|||
Operating margins
|
(10.7
|
)%
|
|
26.8
|
%
|
|
|
|
|
•
|
Sales volumes and Volatility in aerostat deliveries.
Net sales for the first quarter decreased $4.3 million, or 29% compared to the prior year primarily due to a $7.3 million decrease of tethered aerostat deliveries. Aerostat sales can vary significantly from quarter-to-quarter as reflected in the three-month year-over-year comparison. The decrease in aerostat deliveries was partially offset by an increase in T-11 parachute and spare part shipments and additional protective wear sales ($1.1 million) and Vista net sales of $2.6 million.
|
•
|
Gross margin changes.
First quarter gross margins declined from 33.0% one year ago to 3.4%. Last year's margins were favorably impacted by higher margin aerostat sales. Aerostat sales accounted for approximately 48% of net sales in the first quarter fiscal 2012 compared to none in the first quarter fiscal 2013. Parachute and protective wear gross margins percentage was consistent with the prior first quarter, however, Vista operating losses during first quarter fiscal 2013 negatively impacted gross margins.
|
•
|
Operating expenses.
First quarter operating expenses of $1.5 million increased to 14.2% of net sales from 6.2% in the first quarter of fiscal 2012. Current year operating expenses primarily reflect increased investment in research and development to support next generation aerostat and Vista radar technology. Higher selling and business development expenses were directed towards expansion of the tethered aerostat and radar business.
|
|
Three Months Ended
|
|||||||||||||
(dollars in thousands)
|
April 30,
2012 |
|
April 30,
2011 |
|
$ Change
|
|
% Change
|
|||||||
Net sales
|
$
|
19,120
|
|
|
$
|
19,477
|
|
|
$
|
(357
|
)
|
|
(2
|
)%
|
Gross profit
|
4,226
|
|
|
3,754
|
|
|
472
|
|
|
13
|
%
|
|||
Gross margins
|
22.1
|
%
|
|
19.3
|
%
|
|
|
|
|
|||||
Operating income
|
3,695
|
|
|
3,412
|
|
|
283
|
|
|
8
|
%
|
|||
Operating margins
|
19.3
|
%
|
|
17.5
|
%
|
|
|
|
|
•
|
Sales volume.
First quarter net sales decreased 2% year-over-year, reflecting lower avionics volume. This was partially offset by additional sourcing of assemblies to the Applied Technology Division and increased sales of hand-held bed controls.
|
•
|
Gross margins.
For the quarter, gross margins improved from 19.3% to 22.1% due to favorable product mix. This resulted from increased additional sourcing for Applied Technology.
|
•
|
Operating expenses.
The increase in operating expense from first quarter fiscal 2013 to fiscal 2012 is due to higher selling expenses.
|
|
Three Months Ended
|
||||||
(dollars in thousands)
|
April 30,
2012 |
|
April 30,
2011 |
||||
Administrative expenses
|
$
|
4,160
|
|
|
$
|
3,156
|
|
Administrative expenses as a % of sales
|
3.5
|
%
|
|
3.1
|
%
|
||
Other income (expense), net
|
$
|
(52
|
)
|
|
$
|
(13
|
)
|
Effective tax rate
|
33.0
|
%
|
|
33.2
|
%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
3(b)
|
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit B of the definitive proxy statement filed April 12, 2012).
|
|
|
|
|
10(k)
|
|
|
Amended and Restated Raven Industries, Inc. 2010 Stock Incentive Plan adopted May 25, 2012 (incorporated by reference to Exhibit A of the definitive proxy statement filed April 12, 2012).
|
|
|
|
|
10(r)
|
|
|
Raven Industries Inc. Non-Qualified Stock Option agreement
|
|
|
|
|
10(s)
|
|
|
Raven Industries, Inc. Restricted Stock Unit agreement
|
|
|
|
|
31.1
|
|
|
Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act.
|
|
|
|
|
31.2
|
|
|
Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act.
|
|
|
|
|
32.1
|
|
|
Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act.
|
|
|
|
|
32.2
|
|
|
Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act.
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extenstion Label Linkbase
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
RAVEN INDUSTRIES, INC.
|
|
||
|
|
|
||
|
/s/ Thomas Iacarella
|
|
||
|
Thomas Iacarella
|
|
||
|
Vice President and CFO, Secretary and Treasurer
(Principal Financial and Accounting Officer)
|
|
NUMBER OF SHARES:
|
RAVEN INDUSTRIES, INC
.
|
x,xxx
|
By_________________________________
|
PURCHASE PRICE:
|
EMPLOYEE:
|
a)
|
Generally
. Except as set forth in this Section 3, the Employee shall vest in a number of Units based on the attainment of the performance goals described in Exhibit A as of the third anniversary of the effective date this Agreement (the “Vesting Date”), provided that the Employee remains continuously employed by the Company through the Vesting Date. The Performance Period is the date beginning on the effective date of this Agreement, and ending on the third anniversary of the effective date. Except as specifically provided in this Section 3, no Units will vest prior to the Vesting Date. The Units which do not vest at the end of the Performance Period will be immediately forfeited. In the event of the Employee's termination of employment with the Company, other than for Retirement (as defined below), termination of employment by the Company without Cause (as defined below), Change in Control (as defined below), or the death of the Employee, the Employee will forfeit to the Company all Units granted under this Agreement.
|
b)
|
Retirement; Termination Without Cause
. In the event of (i) the termination of the employment of Employee by the Company without Cause (as defined below), or (ii) the Retirement of the Employee (as defined below), before the Vesting Date, the Employee will vest upon the Vesting Date in a number of Units determined by multiplying the number of Units which would have vested had the Employee been employed upon the Vesting Date by a fraction, the numerator of which is the number of complete months between the Effective Date and the date of the Employee's termination without Cause or Retirement, and the denominator of which is thirty six (36).
|
i.
|
For purposes of this Agreement, “Retirement” means voluntarily terminating employment with the Company at least one year after the effective date of this Agreement, on the first day of any month at a time when the sum of the Employee's age and years of service with the Company equals or exceeds eighty (80).
|
ii.
|
For purposes of this Agreement, “Cause” shall mean termination of the Employee by the Company for any of the following reasons: (1) failure to perform (for reasons other than disability) the duties assigned or appropriate to the Employee's position with the Company; (2) willful misconduct that materially injures or causes a material loss to the Company, by way of example and not limitation, embezzlement, appropriation of corporate opportunity, conversion of tangible or intangible corporate property or the making of agreements with third parties in which Employee or anyone related to or associated with him has a direct or indirect interest; or (3) the determination by the Company in good faith that Employee has violated the Confidentiality or Non-Competition provisions of any Senior Executive Employment Agreement or Employment Agreement for Senior Management signed by the Employee.
|
c)
|
Change in Control
. In the event that a Change in Control of the Company, as defined in the Plan, occurs during the Performance Period, the Employee shall become 100% vested in an amount of Restricted Stock Units equal to the Target Award.
|
d)
|
Death During Term
. In the event the Employee dies before the Vesting Date, the Employee shall immediately vest in a number of Units equal to the Target Award, multiplied by a fraction, the numerator of which is the number of complete months between the Effective Date and the date of the Employee's death, and the denominator of which is thirty six (36). The Employee will vest in the Dividend Equivalents which correspond to the Units which vest pursuant to this paragraph. Units vested pursuant to this paragraph shall be paid to the estate of the Employee as soon as reasonably practicable following the Employee's death, but no later than the later of the calendar year in which occurs the Employee's death, or, if later, two and one-half months after the Employee's death.
|
|
Threshold Award
|
Target Award*
|
Maximum Award
|
|
|
|
|
Number of Units to vest, subject to the terms of the Agreement:
|
[#]
|
[#]
|
[#]
|
1.
|
For purposes of this Exhibit A, the levels of “Threshold Average Return on Sales,” “Target Average Return on Sales,” and “Maximum Average Return on Sales” for fiscal 2013 through 2015, will be established by the Committee not later than ninety (90) days after the beginning of fiscal 2013 and communicated to Employee.
|
2.
|
Vesting of Units is contingent upon:
|
a.
|
Employee remaining an employee of the Company continuously during all periods prior to the Vesting Date, subject to certain exceptions specified in the Agreement; and
|
b.
|
the Company's average return on sales over fiscal 2013 through 2015, determined as described herein, equaling or exceeding the Threshold Average Return on Sales.
|
3.
|
If both of these contingencies are satisfied, Employee shall be entitled to receive a percentage of the “Target Award” amount set forth above, based on the average return on sales for the period from fiscal 2013 through 2015.
|
a.
|
The Threshold Award will vest if the average return on sales is equal to the Threshold Average Return on Sales.
|
b.
|
The Target Award will vest if the average return on sales is equal to the Target Average Return on Sales.
|
c.
|
The Maximum Award will vest if the average return on sales is equal to or greater than Maximum Average Return on Sales.
|
d.
|
If the average return on sales falls between the Threshold Average Return on Sales and the Maximum Average Return on Sales, the Units that vest will be determined by interpolating on a straight line basis the number of shares payable pursuant to the Threshold Award and the Maximum Award.
|
e.
|
The Employee may not receive more than the Maximum Award. The number of Units that vest shall be determined by rounding the amount determined under this paragraph to the nearest whole number of Units.
|
4.
|
The average return on sales for fiscal 2013 through 2015 will be determined by the Committee based upon the Annual Reports on Form 10-K for fiscal years 2013, 2014 and 2015, subject to any adjustments for nonrecurring events that the Committee may determine in its sole discretion are appropriate. Following the Committee's determination of the return on sales for each fiscal year subject to the Agreement, the Company shall deliver written notice of the average return on sales to Employee (unless Employee is no longer an employee of the Company). No partial issuance of Units shall be made if the return on sales goal is achieved in any one or more fiscal years but the Threshold Average Return on Sales is not achieved for the entire three year period.
|
1.
|
I have reviewed this annual report on Form 10-Q of Raven Industries, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or others performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
|
Date: June 4, 2012
|
/s/ Daniel A. Rykhus
|
|
Daniel A. Rykhus
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-Q of Raven Industries, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or others performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
|
Date: June 4, 2012
|
/s/ Thomas Iacarella
|
|
Thomas Iacarella
|
|
Vice President and Chief Financial Officer
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Raven Industries, Inc.
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Raven Industries, Inc.
|