|
|
|
UNITED STATES
|
||
SECURITIES AND EXCHANGE COMMISSION
|
||
Washington, D.C. 20549
|
||
FORM 10-K
|
||
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
||
For the fiscal year ended January 31, 2016
|
||
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
||
For the transition period from to
|
||
Commission File Number: 001-07982
|
||
RAVEN INDUSTRIES, INC.
|
||
(Exact name of registrant as specified in its charter)
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
o
|
Yes
|
þ
|
No
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
|
o
|
Yes
|
þ
|
No
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
þ
|
Yes
|
o
|
No
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
þ
|
Yes
|
o
|
No
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
þ
|
|
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
|
o
|
Yes
|
þ
|
No
|
The aggregate market value of the registrant's common stock held by non-affiliates at July 31, 2015 was approximately $724,165,854. The aggregate market value was computed by reference to the closing price as reported on the NASDAQ Global Select Market, $19.43, on July 31, 2015, which was as of the last business day of the registrant's most recently completed second fiscal quarter. The number of shares outstanding on March 22, 2016 was 36,279,928.
|
||||
DOCUMENTS INCORPORATED BY REFERENCE
|
||||
The definitive proxy statement relating to the registrant's Annual Meeting of Shareholders, to be held May 24, 2016, is incorporated by reference into Part III to the extent described therein.
|
||||
|
|
|
|
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
PART II
|
|
|
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Years Ended January 31,
|
|
5-Year
|
|||||||||||||||||||||||
Company / Index
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
CAGR
(a)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Raven Industries, Inc.
|
|
$
|
100.00
|
|
|
$
|
139.18
|
|
|
$
|
117.20
|
|
|
$
|
165.39
|
|
|
$
|
96.45
|
|
|
$
|
69.48
|
|
|
(7.0
|
)%
|
S&P 1500 Industrial Machinery Index
|
|
100.00
|
|
|
99.63
|
|
|
120.00
|
|
|
151.19
|
|
|
156.74
|
|
|
142.97
|
|
|
7.4
|
%
|
||||||
Russell 2000 Index
|
|
100.00
|
|
|
102.86
|
|
|
118.78
|
|
|
150.88
|
|
|
157.53
|
|
|
141.90
|
|
|
7.3
|
%
|
||||||
(a)
compound annual growth rate (CAGR)
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
$
|
406,175
|
|
|
$
|
381,511
|
|
|
$
|
314,708
|
|
|
$
|
237,782
|
|
|
$
|
279,913
|
|
|
$
|
233,957
|
|
|
$
|
217,529
|
|
|
$
|
204,528
|
|
127,673
|
|
|
116,192
|
|
|
91,429
|
|
|
67,852
|
|
|
73,448
|
|
|
63,676
|
|
|
57,540
|
|
|
55,714
|
|
||||||||
77,692
|
|
|
75,641
|
|
|
60,203
|
|
|
43,220
|
|
|
46,394
|
|
|
41,145
|
|
|
38,302
|
|
|
37,284
|
|
||||||||
77,646
|
|
|
75,698
|
|
|
60,282
|
|
|
43,322
|
|
|
46,901
|
|
|
42,224
|
|
|
38,835
|
|
|
37,494
|
|
||||||||
52,545
|
|
|
50,569
|
|
|
$
|
40,537
|
|
|
$
|
28,574
|
|
|
$
|
30,770
|
|
|
$
|
27,802
|
|
|
$
|
25,441
|
|
|
$
|
24,262
|
|
||
12.9
|
%
|
|
13.3
|
%
|
|
12.9
|
%
|
|
12.0
|
%
|
|
11.0
|
%
|
|
11.9
|
%
|
|
11.7
|
%
|
|
11.9
|
%
|
||||||||
26.2
|
%
|
|
31.4
|
%
|
|
29.5
|
%
|
|
23.2
|
%
|
|
26.6
|
%
|
|
25.7
|
%
|
|
27.9
|
%
|
|
32.3
|
%
|
||||||||
$
|
15,244
|
|
|
$
|
13,025
|
|
|
$
|
34,095
|
|
|
$
|
9,911
|
|
|
$
|
31,884
|
|
|
$
|
7,966
|
|
|
$
|
6,507
|
|
|
$
|
5,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
$
|
156,748
|
|
|
$
|
147,559
|
|
|
$
|
128,181
|
|
|
$
|
117,747
|
|
|
$
|
98,073
|
|
|
$
|
100,869
|
|
|
$
|
73,219
|
|
|
$
|
71,345
|
|
33,061
|
|
|
40,646
|
|
|
34,335
|
|
|
25,960
|
|
|
23,322
|
|
|
22,108
|
|
|
16,464
|
|
|
20,050
|
|
||||||||
$
|
123,687
|
|
|
$
|
106,913
|
|
|
$
|
93,846
|
|
|
$
|
91,787
|
|
|
$
|
74,751
|
|
|
$
|
78,761
|
|
|
$
|
56,755
|
|
|
$
|
51,295
|
|
4.74
|
|
|
3.63
|
|
|
3.73
|
|
|
4.54
|
|
|
4.21
|
|
|
4.56
|
|
|
4.45
|
|
|
3.56
|
|
||||||||
$
|
81,238
|
|
|
$
|
61,894
|
|
|
$
|
41,522
|
|
|
$
|
33,029
|
|
|
$
|
35,880
|
|
|
$
|
35,743
|
|
|
$
|
36,264
|
|
|
$
|
25,602
|
|
273,210
|
|
|
245,703
|
|
|
187,760
|
|
|
170,309
|
|
|
144,415
|
|
|
147,861
|
|
|
119,764
|
|
|
106,157
|
|
||||||||
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||||
$
|
221,346
|
|
|
$
|
180,499
|
|
|
$
|
141,214
|
|
|
$
|
133,251
|
|
|
$
|
113,556
|
|
|
$
|
118,275
|
|
|
$
|
98,268
|
|
|
$
|
84,389
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||||||
5.4
|
|
|
5.4
|
|
|
5.6
|
|
|
5.3
|
|
|
5.2
|
|
|
5.3
|
|
|
5.4
|
|
|
5.9
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
$
|
76,456
|
|
|
$
|
43,831
|
|
|
$
|
42,085
|
|
|
$
|
47,643
|
|
|
$
|
39,037
|
|
|
$
|
27,151
|
|
|
$
|
26,313
|
|
|
$
|
21,189
|
|
(29,930
|
)
|
|
(40,313
|
)
|
|
(11,418
|
)
|
|
(13,396
|
)
|
|
(7,000
|
)
|
|
(4,433
|
)
|
|
(18,664
|
)
|
|
(11,435
|
)
|
||||||||
(23,007
|
)
|
|
(15,234
|
)
|
|
(33,834
|
)
|
|
(9,867
|
)
|
|
(36,969
|
)
|
|
(8,270
|
)
|
|
(10,277
|
)
|
|
(6,946
|
)
|
||||||||
23,511
|
|
|
(11,721
|
)
|
|
(3,121
|
)
|
|
24,417
|
|
|
(5,005
|
)
|
|
14,489
|
|
|
(2,626
|
)
|
|
2,790
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
$
|
1.45
|
|
|
$
|
1.40
|
|
|
$
|
1.12
|
|
|
$
|
0.79
|
|
|
$
|
0.86
|
|
|
$
|
0.77
|
|
|
$
|
0.71
|
|
|
$
|
0.67
|
|
1.44
|
|
|
1.39
|
|
|
1.12
|
|
|
0.79
|
|
|
0.85
|
|
|
0.77
|
|
|
0.70
|
|
|
0.66
|
|
||||||||
0.42
|
|
|
0.36
|
|
|
0.95
|
|
|
0.28
|
|
|
0.89
|
|
|
0.22
|
|
|
0.18
|
|
|
0.14
|
|
||||||||
6.09
|
|
|
4.97
|
|
|
3.91
|
|
|
3.69
|
|
|
3.15
|
|
|
3.26
|
|
|
2.73
|
|
|
2.34
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
$
|
37.73
|
|
|
$
|
34.65
|
|
|
$
|
24.80
|
|
|
$
|
16.59
|
|
|
$
|
23.91
|
|
|
$
|
22.93
|
|
|
$
|
21.35
|
|
|
$
|
16.58
|
|
23.01
|
|
|
21.62
|
|
|
13.27
|
|
|
7.69
|
|
|
10.30
|
|
|
13.10
|
|
|
12.73
|
|
|
8.27
|
|
||||||||
$
|
26.93
|
|
|
$
|
32.45
|
|
|
$
|
23.62
|
|
|
$
|
14.29
|
|
|
$
|
10.91
|
|
|
$
|
15.01
|
|
|
$
|
14.22
|
|
|
$
|
15.80
|
|
36,326
|
|
|
36,284
|
|
|
36,178
|
|
|
36,102
|
|
|
36,054
|
|
|
36,260
|
|
|
36,088
|
|
|
36,144
|
|
||||||||
10,439
|
|
|
10,618
|
|
|
7,456
|
|
|
7,767
|
|
|
8,268
|
|
|
8,700
|
|
|
8,992
|
|
|
9,263
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
18.7
|
|
|
23.4
|
|
|
21.1
|
|
|
18.1
|
|
|
12.8
|
|
|
19.6
|
|
|
20.5
|
|
|
23.9
|
|
||||||||
1,350
|
|
|
1,252
|
|
|
1,036
|
|
|
930
|
|
|
1,070
|
|
|
930
|
|
|
884
|
|
|
845
|
|
||||||||
$
|
301
|
|
|
$
|
305
|
|
|
$
|
304
|
|
|
$
|
256
|
|
|
$
|
262
|
|
|
$
|
252
|
|
|
$
|
246
|
|
|
$
|
242
|
|
$
|
51,121
|
|
|
$
|
66,641
|
|
|
$
|
75,972
|
|
|
$
|
74,718
|
|
|
$
|
80,361
|
|
|
$
|
66,628
|
|
|
$
|
44,237
|
|
|
$
|
43,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Executive Summary
|
•
|
Results of Operations - Segment Analysis
|
•
|
Outlook
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements and Contractual Obligations
|
•
|
Critical Accounting Estimates
|
•
|
Accounting Pronouncements
|
•
|
Consolidated net sales, gross margin, operating income, operating margins, net income, and earnings per share
|
•
|
Cash flow from operations and shareholder returns
|
•
|
Return on sales, average assets, and average equity
|
•
|
Segment net sales, gross profit, gross margin, operating income, and operating margins
|
•
|
Consolidated net sales excluding contract manufacturing sales (adjusted sales)
|
•
|
Segment net sales excluding contract manufacturing sales (adjusted sales)
|
•
|
Segment operating income excluding Vista charges (adjusted operating income)
|
•
|
Consolidated operating income excluding Vista charges (consolidated adjusted operating income)
|
•
|
Net income excluding Vista charges (adjusted net income)
|
•
|
Intentionally serve a set of diversified market segments with attractive near- and long-term growth prospects;
|
•
|
Consistently manage a pipeline of growth initiatives within our market segments;
|
•
|
Aggressively compete on quality, service, innovation, and peak performance;
|
•
|
Hold ourselves accountable for continuous improvement;
|
•
|
Value our balance sheet as a source of strength and stability with which to pursue strategic acquisitions; and
|
•
|
Make corporate responsibility a top priority.
|
|
|
For the years ended January 31,
|
||||||||||||||||
|
|
|
|
%
change
|
|
|
|
%
change
|
|
|
||||||||
dollars in thousands
|
|
2016
|
|
|
2015
|
|
|
2014
|
||||||||||
Applied Technology
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reported net sales
|
|
$
|
92,599
|
|
|
(34.9
|
)%
|
|
$
|
142,154
|
|
|
(16.6
|
)%
|
|
$
|
170,461
|
|
Less: Contract manufacturing sales
|
|
546
|
|
|
(90.6
|
)%
|
|
5,832
|
|
|
(48.5
|
)%
|
|
11,324
|
|
|||
Applied Technology net sales, excluding
contract manufacturing sales
|
|
$
|
92,053
|
|
|
(32.5
|
)%
|
|
$
|
136,322
|
|
|
(14.3
|
)%
|
|
$
|
159,137
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aerostar
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reported net sales
|
|
$
|
36,368
|
|
|
(55.0
|
)%
|
|
$
|
80,772
|
|
|
(10.9
|
)%
|
|
$
|
90,605
|
|
Less: Contract manufacturing sales
|
|
4,701
|
|
|
(85.2
|
)%
|
|
31,669
|
|
|
(38.3
|
)%
|
|
51,311
|
|
|||
Aerostar net sales, excluding contract
manufacturing sales
|
|
$
|
31,667
|
|
|
(35.5
|
)%
|
|
$
|
49,103
|
|
|
25.0
|
%
|
|
$
|
39,294
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated Raven
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reported net sales
|
|
$
|
258,229
|
|
|
(31.7
|
)%
|
|
$
|
378,153
|
|
|
(4.2
|
)%
|
|
$
|
394,677
|
|
Less: Contract manufacturing sales
|
|
5,247
|
|
|
(86.0
|
)%
|
|
37,501
|
|
|
(40.1
|
)%
|
|
62,635
|
|
|||
Plus: Aerostar sales to Applied Technology
|
|
—
|
|
|
(100.0
|
)%
|
|
10,553
|
|
|
(18.0
|
)%
|
|
12,877
|
|
|||
Consolidated net sales, excluding contract
manufacturing sales
|
|
$
|
252,982
|
|
|
(28.0
|
)%
|
|
$
|
351,205
|
|
|
1.8
|
%
|
|
$
|
344,919
|
|
|
|
For the years ended January 31,
|
||||||||||||||||
|
|
|
|
%
change
|
|
|
|
%
change
|
|
|
||||||||
(dollars in thousands)
|
|
2016
|
|
|
2015
|
|
|
2014
|
||||||||||
Aerostar
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reported operating (loss) income
|
|
$
|
(8,100
|
)
|
|
(190.2
|
)%
|
|
$
|
8,983
|
|
|
14.9
|
%
|
|
$
|
7,816
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill impairment loss
|
|
7,413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Pre-contract costs written off
|
|
2,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition-related contingent liability benefit
|
|
1,483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Aerostar adjusted operating income
|
|
$
|
763
|
|
|
(91.5
|
)%
|
|
$
|
8,983
|
|
|
14.9
|
%
|
|
$
|
7,816
|
|
Aerostar adjusted operating income % of net sales
|
|
2.1
|
%
|
|
|
|
11.1
|
%
|
|
|
|
8.6
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated Raven
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reported operating income
|
|
$
|
11,092
|
|
|
(74.7
|
)%
|
|
$
|
43,801
|
|
|
(31.6
|
)%
|
|
$
|
63,994
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill impairment loss
|
|
7,413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Pre-contract costs written off
|
|
2,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition-related contingent liability benefit
|
|
1,483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consolidated adjusted operating income
|
|
$
|
19,955
|
|
|
(54.4
|
)%
|
|
$
|
43,801
|
|
|
(31.6
|
)%
|
|
$
|
63,994
|
|
Consolidated adjusted operating income % of net sales
|
|
7.7
|
%
|
|
|
|
11.6
|
%
|
|
|
|
16.2
|
%
|
|
|
For the years ended January 31,
|
||||||||||||||||
|
|
|
|
%
change
|
|
|
|
%
change
|
|
|
||||||||
(dollars in thousands)
|
|
2016
|
|
|
2015
|
|
|
2014
|
||||||||||
Consolidated Raven
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reported net income attributable to Raven Industries, Inc.
|
|
$
|
8,489
|
|
|
(73.2
|
)%
|
|
$
|
31,733
|
|
|
(26.0
|
)%
|
|
$
|
42,903
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill impairment loss
|
|
7,413
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Pre-contract costs written off
|
|
2,933
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition-related contingent liability benefit
|
|
1,483
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Net tax benefit on adjustments
|
|
2,499
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Adjusted net income attributable to Raven
Industries, Inc.
|
|
$
|
14,853
|
|
|
(53.2
|
)%
|
|
$
|
31,733
|
|
|
(26.0
|
)%
|
|
$
|
42,903
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||
─ Basic
|
|
$
|
0.40
|
|
|
(53.5
|
)%
|
|
$
|
0.86
|
|
|
(27.1
|
)%
|
|
$
|
1.18
|
|
─ Diluted
|
|
$
|
0.40
|
|
|
(53.5
|
)%
|
|
$
|
0.86
|
|
|
(26.5
|
)%
|
|
$
|
1.17
|
|
Financial highlights for the fiscal years ended January 31,
|
||||||||||||||||||
dollars in thousands
|
|
2016
|
|
% change
|
|
2015
|
|
% change
|
|
2014
|
||||||||
Net sales
|
|
$
|
92,599
|
|
|
(34.9
|
)%
|
|
$
|
142,154
|
|
|
(16.6
|
)%
|
|
$
|
170,461
|
|
Gross profit
|
|
33,969
|
|
|
(41.8
|
)%
|
|
58,325
|
|
|
(26.6
|
)%
|
|
79,499
|
|
|||
Gross margin
|
|
36.7
|
%
|
|
|
|
41.0
|
%
|
|
|
|
46.6
|
%
|
|||||
Operating expense
|
|
$
|
15,650
|
|
|
(34.2
|
)%
|
|
$
|
23,768
|
|
|
5.6
|
%
|
|
$
|
22,499
|
|
Operating expense as % of sales
|
|
16.9
|
%
|
|
|
|
16.7
|
%
|
|
|
|
13.2
|
%
|
|||||
Operating income
|
|
$
|
18,319
|
|
|
(47.0
|
)%
|
|
$
|
34,557
|
|
|
(39.4
|
)%
|
|
$
|
57,000
|
|
Operating margin
|
|
19.8
|
%
|
|
|
|
24.3
|
%
|
|
|
|
33.4
|
%
|
|||||
Applied Technology net sales,
excluding contract manufacturing
sales
|
|
$
|
92,053
|
|
|
(32.5
|
)%
|
|
$
|
136,322
|
|
|
(14.3
|
)%
|
|
$
|
159,137
|
|
•
|
Market conditions.
Deteriorating
conditions in the agriculture market put pressure on Applied Technology during fiscal 2016. End-market demand has deteriorated from the beginning of the year and the Company believes these conditions will continue into next fiscal year. Corn prices have stabilized since the beginning of the year but are still at multi-year lows. Farm incomes and farmer sentiment are weak, resulting in productivity investments in precision agriculture equipment being delayed.
|
•
|
Sales volume.
Fiscal 2016 sales declined 34.9% to $92.6 million as compared to $142.2 million in the prior fiscal year. These sales declines were driven by continued lower demand, OEM shutdowns, and customers managing down inventory levels. Sales in the OEM and aftermarket channels were down 42.1% and 23.8%, respectively, for fiscal 2016. Fiscal 2016 domestic sales were down 37.6% while international sales were down 25.2%.
|
•
|
Strategic Sales
. Applied Technology’s net sales, excluding contract manufacturing sales, for fiscal 2016 were $92.1 million, a decrease of 32.5%, compared to $136.3 million in fiscal 2015.
|
•
|
International sales.
Net sales outside the U.S. accounted for 25.1% of segment sales in fiscal 2016 compared to 21.9% in fiscal 2015. International sales decreased $7.9 million, or 25.2%, to $23.3 million in fiscal 2016 compared to fiscal 2015. Lower sales in Latin America, Canada, and South Africa were the primary drivers of the decline. These declines were partially offset by higher European revenues. European revenues were favorably impacted by the acquisition of SBG in fiscal 2015 second quarter. For the fourth quarter, international sales totaled $4.6 million, an increase of 45.6% from the prior year comparative quarter. The fiscal fourth quarter 2015 sales were reduced by credits issued related to quality issues on products sold in Latin America and without these credits, the year-over-year fourth quarter increase would have been approximately 19%.
|
•
|
Gross margin.
Gross margin declined from 41.0% in fiscal 2015 to 36.7% in fiscal 2016. Lower sales volumes and a reduced leverage of fixed manufacturing costs contributed to the lower margin.
|
•
|
Restructuring expenses.
Fiscal 2016 results included severance and other related exit activity totaling $0.6 million. These costs were offset by completion of the St. Louis contract manufacturing exit activities which resulted in gains of $0.6 million recorded in the fiscal 2016 results. There were no impairments recorded as a result of the exit of this business. No restructuring or exit costs were incurred in the three-month period ended January 31, 2016. Restructuring costs of $0.3 million were incurred for the three-month period ended January 31, 2015.
|
•
|
Operating expenses.
Fiscal 2016 operating expenses were 16.9% of net sales compared to 16.7% for the prior year. Restructuring efforts and cost containment actions reduced both selling expense and research and development (R&D) expense as planned, but were not enough to offset the lower sales volumes.
|
•
|
Market conditions.
Softness in the agriculture market put pressure on Applied Technology throughout fiscal 2015. Falling corn prices, historically high corn inventories, cyclically high input costs, and waning grower sentiment subdued demand. Contraction of end-market demand was even more pronounced than expected as several OEMs reduced production levels.
|
•
|
Sales volume and new products.
Persistent demand headwinds in the agriculture equipment markets continued in the second half of the year. Lower end-market demand drove sales lower in most of Applied Technology's product lines. Fiscal 2015 sales declined 16.6% to $142.2 million as compared to $170.5 million in the prior year. The sales decline reflected both lower international sales and weakness in the North American precision agriculture equipment market, in particular with OEM sales. Aftermarket conditions were slightly better throughout the year.
|
•
|
International sales.
Net sales outside the U.S. accounted for 21.9% of segment sales in fiscal 2015 compared to 24.5% in fiscal 2014. International sales decreased $10.5 million, or 25.3%, to $31.1 million in fiscal 2015 compared to fiscal 2014. Lower sales in Brazil and Canada were the main drivers of the decline, partially offset by increased sales in South Africa and $3.2 million of European revenues from the acquisition of SBG in May 2014.
|
•
|
Gross margin.
Gross margin declined from 46.6% in fiscal 2014 to 41.0% in fiscal 2015. Lower net sales, lower production levels, and higher warranty expense contributed to the lower gross margin.
|
•
|
Operating expenses.
Fiscal 2015 operating expenses were 16.7% of net sales compared to 13.2% for the prior year. This increase is attributable to higher spending in R&D, to preserve future growth opportunities, on lower sales volumes.
|
•
|
Market conditions.
Challenging end-market conditions have persisted in the energy market for Engineered Films. The decline in oil prices resulted in land-based rig counts decreasing more than 60% year-over-year and declining well-completion rates. While the decline in oil prices has reduced demand for sales of film into the energy market, it has also led to favorable raw material cost comparisons versus the prior year. While the energy market has experienced challenging end-market conditions, demand has continued to strengthen for both Engineered Films' agricultural barrier films used in high-value crop production and grain and silage covers used to protect grain and feed.
|
•
|
Sales volume and selling prices
. Fiscal 2016 net sales were down 22.3% to $129.5 million compared to fiscal 2015 net sales of $166.6 million. The decline in sales was driven primarily by an 80% decline in energy market sales. These declines were partially offset by the acquisition of Integra. Sales volume for fiscal 2016 was down 27.5%. Average selling prices for the same period were up approximately 7% compared to the prior fiscal year primarily due to product mix. Fourth quarter fiscal 2016 sales volumes were down approximately 38% compared to fourth quarter fiscal 2015. Fourth quarter average selling prices remained flat year-over-year.
|
•
|
Gross margin.
Fiscal 2016 gross margin was 19.4%, 2.5 percentage points higher than the prior fiscal year. This increase was the result of gross margin expansion from value engineering, reformulation efforts, pricing discipline, and favorable raw material cost comparisons. During fiscal 2016 fourth quarter, the gross margin was 15.0% compared to 16.2% in the prior year fourth quarter. The decline was due to significantly lower volumes and the resulting decline in fixed cost absorption.
|
•
|
Operating expenses.
Fiscal 2016 operating expenses, as a percentage of net sales, increased to 5.5%, from 3.8% in the prior year. Higher selling expenses resulting from the Integra acquisition, additional R&D costs for new product development activities and higher bad debt expense over lower sales volumes increased operating expense as a percentage of sales.
|
•
|
Market conditions.
Declines in oil prices tempered demand for films in the energy market but favorably impacted raw material costs for the division. Strength in the construction market and efforts to increase market share created opportunities to meet shifting market conditions and offset competitive pressures in the energy market.
|
•
|
Sales volume and selling prices
. Fiscal 2015 net sales were up 12.9% to $166.6 million compared to fiscal 2014 net sales of $147.6 million. Net sales of construction film and barrier films for specific high-value agriculture applications were the primary drivers of these increases in fiscal 2015. Sales volume and selling prices for fiscal 2015 were up approximately 5% and 7%, respectively, compared to the prior-year period.
|
•
|
Gross margin.
Fiscal 2015 gross margins were 16.9%, continuing the trend of higher gross margins than fiscal 2014. These margins reflected the impact of higher average selling prices, higher sales of more profitable value-added films, and continued operating improvements and leveraging the Company's reclaim production line.
|
•
|
Operating expenses.
Fiscal 2015 operating expenses, as a percentage of net sales, increased to 3.8%, compared to 3.7% in the prior year. Higher selling expenses drove the year-over-year increase.
|
•
|
Market conditions
. Aerostar’s growth strategy emphasizes proprietary products and its focus is on proprietary technology including stratospheric balloons, advanced radar systems, and sales of aerostats in international markets. Certain of Aerostar's markets are subject to significant variability due to government spending. Uncertain demand in these markets continues in fiscal 2016 as defense spending is down. Aerostar continues to pursue substantial targeted international opportunities but the conflicts plaguing the Middle East North Africa region make these opportunities and their timing less certain. Aerostar is pioneering new markets with leading-edge applications of its high-altitude balloons in collaboration with Google on Project Loon. Project Loon is a program to provide high-speed wireless Internet accessibility and telecommunications to rural, remote, and under-served areas of the world.
|
•
|
Sales volumes.
Fiscal 2016 net sales decreased $44.4 million from the prior year, a year-over-year decrease of 55.0%. The decline was the result of both lower sales of proprietary products, particularly Vista radar sales, and the planned reduction in contract manufacturing sales.
|
•
|
Proprietary net sales.
For fiscal 2016, net sales for proprietary products were $31.7 million, down $17.4 million, or 35.5%, from the prior fiscal year. Sales of proprietary products were down primarily due to Vista’s lack of success in winning certain international contracts and declines in government defense spending that greatly reduced revenues for Vista.
|
•
|
Gross margin.
For fiscal 2016, gross margin decreased 2.3 percentage points compared to the prior fiscal year. Fiscal 2016 gross margin reflects net charges of $1.4 million which are discussed further below. Vista has been pursuing international opportunities and throughout the first half of fiscal 2016 was in the process of negotiating a large international
|
•
|
Goodwill impairment loss.
Aerostar recorded a goodwill impairment loss of $7.4 million for fiscal 2016. The goodwill impairment charge was recorded on the Vista reporting unit. This impairment loss is described more fully in Note 6
Goodwill and Other Intangibles
of the Notes to the Consolidated Financial Statements and in
Critical Accounting Estimates
in Item 7 of this Annual Report on Form 10-K. No impairment losses were recorded in fiscal 2015.
|
•
|
Operating expenses.
Fiscal 2016 operating expenses of $7.3 million were 20.2% of net sales compared to $7.7 million, or 9.5% of net sales in fiscal 2015. The increase is due to continued strategic R&D spending on radar and stratospheric technologies over lower sales.
|
•
|
Aerostar adjusted operating income.
Excluding the unusual items discussed above, the fiscal 2016 operating income was $0.8 million, down from $9.0 million in the prior year. These operating income declines were driven primarily by the significant declines in sales volumes for the year for both contract manufacturing and proprietary products, in particular Vista.
|
•
|
Market conditions
. Certain of Aerostar’s markets are subject to variability due to government spending. Aerostar’s growth strategy emphasizes proprietary products over contract manufacturing. Focus is on proprietary technology opportunities, including advanced radar systems, high-altitude balloons, and sales of aerostats to international markets. Aerostar is pioneering new markets with leading-edge applications of its high-altitude balloons in collaboration with Google on Project Loon, a program to provide high-speed wireless Internet accessibility and telecommunications to rural, remote and under-served areas of the world.
|
•
|
Sales volumes.
Fiscal 2015 net sales decreased $9.8 million from the prior year, a year-over-year decrease of 10.9%. The drivers of this decline were lower sales of parachutes and planned declines in avionics sales and other contract manufacturing sales. These decreases were partially offset by higher Vista revenues for support activities under existing contracts and increased aerostat product and service revenues associated with a government contract.
|
•
|
Gross margin.
Gross margin increased from 18.1% in fiscal 2014 to 20.6% for fiscal 2015. Despite the lower sales levels, gross profit margins continued to increase in fiscal 2015. This improvement in gross margin was favorably impacted by additional proprietary product revenues, including Vista radar sales that normally carry higher margins than other products, as well as efficiencies achieved on last-run contract manufacturing business.
|
•
|
Operating expenses.
Fiscal 2015 operating expenses of $7.7 million were 9.5% of net sales compared to $8.6 million, or 9.4% of net sales in fiscal 2014. Operating spending was constrained beginning in the second quarter, driving lower spending levels in fiscal 2015.
|
|
|
For the years ended January 31,
|
||||||||||
dollars in thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Administrative expenses
|
|
$
|
17,110
|
|
|
$
|
21,704
|
|
|
$
|
18,865
|
|
Administrative expenses as a % of sales
|
|
6.6
|
%
|
|
5.7
|
%
|
|
4.8
|
%
|
|||
Other (expense) income, net
|
|
$
|
(310
|
)
|
|
$
|
(300
|
)
|
|
$
|
(371
|
)
|
Effective tax rate
|
|
20.6
|
%
|
|
26.9
|
%
|
|
32.6
|
%
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
|
|
|
|
Index to Financial Statements
|
|
||
|
|
|
|
|
|
|
Page
|
Management's Report on Internal Control Over Financial Reporting
|
|
||
Report of Independent Registered Public Accounting Firm
|
|
||
Consolidated Financial Statements
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Income and Comprehensive Income
|
|
|
|
Consolidated Statements of Shareholders' Equity
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Quarterly Information (Unaudited) - included in Item 5
|
|
||
|
|
|
|
/s/ DANIEL A. RYKHUS
|
|
/s/ STEVEN E. BRAZONES
|
Daniel A. Rykhus
|
|
Steven E. Brazones
|
President and Chief Executive Officer
|
|
Vice President and Chief Financial Officer
|
RAVEN INDUSTRIES, INC.
|
CONSOLIDATED BALANCE SHEETS
|
(Dollars and shares in thousands, except per-share amounts)
|
|
As of January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
33,782
|
|
|
$
|
51,949
|
|
|
$
|
52,987
|
|
Short-term investments
|
—
|
|
|
250
|
|
|
250
|
|
|||
Accounts receivable, net
|
38,069
|
|
|
56,576
|
|
|
54,643
|
|
|||
Inventories
|
45,888
|
|
|
55,152
|
|
|
54,865
|
|
|||
Deferred income taxes
|
3,110
|
|
|
3,958
|
|
|
3,372
|
|
|||
Other current assets
|
4,884
|
|
|
3,094
|
|
|
3,288
|
|
|||
Total current assets
|
125,733
|
|
|
170,979
|
|
|
169,405
|
|
|||
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
116,162
|
|
|
117,513
|
|
|
98,076
|
|
|||
Goodwill
|
44,756
|
|
|
52,148
|
|
|
22,274
|
|
|||
Amortizable intangible assets, net
|
15,832
|
|
|
18,490
|
|
|
8,156
|
|
|||
Other assets
|
4,127
|
|
|
3,743
|
|
|
3,908
|
|
|||
TOTAL ASSETS
|
$
|
306,610
|
|
|
$
|
362,873
|
|
|
$
|
301,819
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
6,038
|
|
|
$
|
11,545
|
|
|
$
|
12,324
|
|
Accrued liabilities
|
12,042
|
|
|
19,187
|
|
|
16,248
|
|
|||
Customer advances
|
739
|
|
|
1,111
|
|
|
1,247
|
|
|||
Total current liabilities
|
18,819
|
|
|
31,843
|
|
|
29,819
|
|
|||
|
|
|
|
|
|
||||||
Other liabilities
|
18,926
|
|
|
25,793
|
|
|
20,538
|
|
|||
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Shareholders' equity
|
|
|
|
|
|
||||||
Common stock, $1 par value, authorized shares 100,000; issued 67,006; 66,947; and 65,318, respectively
|
67,006
|
|
|
66,947
|
|
|
65,318
|
|
|||
Paid-in capital
|
54,830
|
|
|
53,237
|
|
|
10,556
|
|
|||
Retained earnings
|
233,156
|
|
|
244,180
|
|
|
231,029
|
|
|||
Accumulated other comprehensive loss
|
(3,501
|
)
|
|
(5,849
|
)
|
|
(2,179
|
)
|
|||
Less treasury stock at cost, 30,500; 28,897; and 28,897 shares, respectively
|
(82,700
|
)
|
|
(53,362
|
)
|
|
(53,362
|
)
|
|||
Total Raven Industries, Inc. shareholders' equity
|
268,791
|
|
|
305,153
|
|
|
251,362
|
|
|||
Noncontrolling interest
|
74
|
|
|
84
|
|
|
100
|
|
|||
Total shareholders' equity
|
268,865
|
|
|
305,237
|
|
|
251,462
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
306,610
|
|
|
$
|
362,873
|
|
|
$
|
301,819
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
RAVEN INDUSTRIES, INC.
|
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
(Dollars in thousands, except per-share amounts)
|
|
For the years ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
258,229
|
|
|
$
|
378,153
|
|
|
$
|
394,677
|
|
Cost of sales
|
192,444
|
|
|
274,907
|
|
|
275,323
|
|
|||
Gross profit
|
65,785
|
|
|
103,246
|
|
|
119,354
|
|
|||
|
|
|
|
|
|
||||||
Research and development expenses
|
14,686
|
|
|
17,440
|
|
|
16,576
|
|
|||
Selling, general and administrative expenses
|
32,594
|
|
|
42,005
|
|
|
38,784
|
|
|||
Goodwill impairment loss
|
7,413
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
11,092
|
|
|
43,801
|
|
|
63,994
|
|
|||
|
|
|
|
|
|
||||||
Other (expense), net
|
(310
|
)
|
|
(300
|
)
|
|
(371
|
)
|
|||
Income before income taxes
|
10,782
|
|
|
43,501
|
|
|
63,623
|
|
|||
|
|
|
|
|
|
||||||
Income taxes
|
2,221
|
|
|
11,705
|
|
|
20,721
|
|
|||
Net income
|
8,561
|
|
|
31,796
|
|
|
42,902
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) attributable to the noncontrolling interest
|
72
|
|
|
63
|
|
|
(1
|
)
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Raven Industries, Inc.
|
$
|
8,489
|
|
|
$
|
31,733
|
|
|
$
|
42,903
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
||||||
─ Basic
|
$
|
0.23
|
|
|
$
|
0.86
|
|
|
$
|
1.18
|
|
─ Diluted
|
$
|
0.23
|
|
|
$
|
0.86
|
|
|
$
|
1.17
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
$
|
8,561
|
|
|
$
|
31,796
|
|
|
$
|
42,902
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation
|
(729
|
)
|
|
(1,466
|
)
|
|
(424
|
)
|
|||
Postretirement benefits, net of income tax (expense) benefit of ($1,620), $1,187, and ($183), respectively
|
3,077
|
|
|
(2,204
|
)
|
|
340
|
|
|||
Other comprehensive income (loss), net of tax
|
2,348
|
|
|
(3,670
|
)
|
|
(84
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
10,909
|
|
|
28,126
|
|
|
42,818
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss) attributable to noncontrolling interest
|
72
|
|
|
63
|
|
|
(1
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income attributable to Raven Industries, Inc.
|
$
|
10,837
|
|
|
$
|
28,063
|
|
|
$
|
42,819
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
RAVEN INDUSTRIES, INC.
|
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
|
(Dollars and shares in thousands, except per-share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
$1 Par Common Stock
|
Paid-in Capital
|
Treasury Stock
|
Retained Earnings
|
Accumulated Other Comprehen-sive Income (Loss)
|
Raven Industries, Inc. Equity
|
Non-controlling Interest
|
Total Equity
|
|||||||||||||||||||
|
Shares
|
|
Cost
|
||||||||||||||||||||||||
Balance January 31, 2013
|
$
|
65,223
|
|
$
|
5,885
|
|
28,897
|
|
|
$
|
(53,362
|
)
|
$
|
205,695
|
|
$
|
(2,095
|
)
|
$
|
221,346
|
|
$
|
101
|
|
$
|
221,447
|
|
Net income
|
—
|
|
—
|
|
—
|
|
|
—
|
|
42,903
|
|
—
|
|
42,903
|
|
(1
|
)
|
42,902
|
|
||||||||
Other comprehensive income (loss), net of income tax
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(84
|
)
|
(84
|
)
|
—
|
|
(84
|
)
|
||||||||
Cash dividends ($0.48 per share)
|
—
|
|
104
|
|
—
|
|
|
—
|
|
(17,569
|
)
|
—
|
|
(17,465
|
)
|
—
|
|
(17,465
|
)
|
||||||||
Shares issued on stock options exercised, net of shares withheld for employee taxes
|
95
|
|
70
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
165
|
|
—
|
|
165
|
|
||||||||
Share-based compensation
|
—
|
|
4,198
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
4,198
|
|
—
|
|
4,198
|
|
||||||||
Tax benefit from exercise of stock options
|
—
|
|
299
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
299
|
|
—
|
|
299
|
|
||||||||
Balance January 31, 2014
|
65,318
|
|
10,556
|
|
28,897
|
|
|
(53,362
|
)
|
231,029
|
|
(2,179
|
)
|
251,362
|
|
100
|
|
251,462
|
|
||||||||
Net income
|
—
|
|
—
|
|
—
|
|
|
—
|
|
31,733
|
|
—
|
|
31,733
|
|
63
|
|
31,796
|
|
||||||||
Other comprehensive income (loss), net of income tax
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(3,670
|
)
|
(3,670
|
)
|
—
|
|
(3,670
|
)
|
||||||||
Cash dividends ($0.50 per share)
|
—
|
|
142
|
|
—
|
|
|
—
|
|
(18,582
|
)
|
—
|
|
(18,440
|
)
|
—
|
|
(18,440
|
)
|
||||||||
Dividends of less than wholly-owned subsidiary paid to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(79
|
)
|
(79
|
)
|
||||||||
Shares issued in connection with business combination (net of issuance costs of $38)
|
1,542
|
|
37,672
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
39,214
|
|
—
|
|
39,214
|
|
||||||||
Director shares issued
|
18
|
|
(18
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Shares issued on stock options exercised, net of shares withheld for employee taxes
|
69
|
|
572
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
641
|
|
—
|
|
641
|
|
||||||||
Share-based compensation
|
—
|
|
4,213
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
4,213
|
|
—
|
|
4,213
|
|
||||||||
Tax benefit from exercise of stock options
|
—
|
|
100
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
100
|
|
—
|
|
100
|
|
||||||||
Balance January 31, 2015
|
66,947
|
|
53,237
|
|
28,897
|
|
|
(53,362
|
)
|
244,180
|
|
(5,849
|
)
|
305,153
|
|
84
|
|
305,237
|
|
||||||||
Net income
|
—
|
|
—
|
|
—
|
|
|
—
|
|
8,489
|
|
—
|
|
8,489
|
|
72
|
|
8,561
|
|
||||||||
Other comprehensive income, net of income tax
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
2,348
|
|
2,348
|
|
—
|
|
2,348
|
|
||||||||
Cash dividends ($0.52 per share)
|
—
|
|
169
|
|
—
|
|
|
—
|
|
(19,513
|
)
|
—
|
|
(19,344
|
)
|
—
|
|
(19,344
|
)
|
||||||||
Dividends of less than wholly-owned subsidiary paid to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(82
|
)
|
(82
|
)
|
||||||||
Share issuance costs related to fiscal 2015 business combination
|
—
|
|
(15
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(15
|
)
|
—
|
|
(15
|
)
|
||||||||
Shares issued on stock options exercised, net of shares withheld for employee taxes
|
7
|
|
(54
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(47
|
)
|
—
|
|
(47
|
)
|
||||||||
Shares issued on vesting of stock units, net of shares withheld for employee taxes
|
52
|
|
(510
|
)
|
|
|
|
|
|
(458
|
)
|
—
|
|
(458
|
)
|
||||||||||||
Shares repurchased
|
—
|
|
—
|
|
1,603
|
|
|
(29,338
|
)
|
—
|
|
—
|
|
(29,338
|
)
|
—
|
|
(29,338
|
)
|
||||||||
Share-based compensation
|
—
|
|
2,311
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
2,311
|
|
—
|
|
2,311
|
|
||||||||
Income tax impact related to share-based compensation
|
—
|
|
(308
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(308
|
)
|
—
|
|
(308
|
)
|
||||||||
Balance January 31, 2016
|
$
|
67,006
|
|
$
|
54,830
|
|
30,500
|
|
|
$
|
(82,700
|
)
|
$
|
233,156
|
|
$
|
(3,501
|
)
|
$
|
268,791
|
|
$
|
74
|
|
$
|
268,865
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
RAVEN INDUSTRIES, INC.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Dollars in thousands)
|
|
For the years ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
8,561
|
|
|
$
|
31,796
|
|
|
$
|
42,902
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
13,951
|
|
|
14,761
|
|
|
12,449
|
|
|||
Amortization of intangible assets
|
3,658
|
|
|
2,608
|
|
|
1,746
|
|
|||
Goodwill impairment loss
|
7,413
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of acquisition-related contingent consideration
|
(721
|
)
|
|
714
|
|
|
540
|
|
|||
Income from equity investment
|
(83
|
)
|
|
(28
|
)
|
|
(116
|
)
|
|||
Deferred income taxes
|
(3,021
|
)
|
|
(958
|
)
|
|
623
|
|
|||
Share-based compensation expense
|
2,311
|
|
|
4,213
|
|
|
4,198
|
|
|||
Change in operating assets and liabilities
|
9,847
|
|
|
7,973
|
|
|
(10,449
|
)
|
|||
Other operating activities, net
|
2,092
|
|
|
(996
|
)
|
|
943
|
|
|||
Net cash provided by operating activities
|
44,008
|
|
|
60,083
|
|
|
52,836
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(13,046
|
)
|
|
(17,041
|
)
|
|
(30,701
|
)
|
|||
Proceeds (payments) related to business acquisitions
|
351
|
|
|
(12,472
|
)
|
|
—
|
|
|||
Proceeds from sale of short-term investments
|
250
|
|
|
500
|
|
|
—
|
|
|||
Purchases of investments
|
(250
|
)
|
|
(750
|
)
|
|
(250
|
)
|
|||
Proceeds from sale of assets
|
2,124
|
|
|
—
|
|
|
—
|
|
|||
Other investing activities, net
|
(503
|
)
|
|
(223
|
)
|
|
(664
|
)
|
|||
Net cash used in investing activities
|
(11,074
|
)
|
|
(29,986
|
)
|
|
(31,615
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Dividends paid
|
(19,426
|
)
|
|
(18,519
|
)
|
|
(17,465
|
)
|
|||
Payments for common shares repurchased
|
(29,338
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from revolving line of credit
|
—
|
|
|
2,127
|
|
|
—
|
|
|||
Payment of revolving line of credit and acquisition-related debt
|
—
|
|
|
(14,116
|
)
|
|
—
|
|
|||
Payment of acquisition-related contingent liabilities
|
(814
|
)
|
|
(533
|
)
|
|
(353
|
)
|
|||
Debt issuance costs paid
|
(548
|
)
|
|
—
|
|
|
—
|
|
|||
Restricted stock units vested and issued
|
(458
|
)
|
|
—
|
|
|
—
|
|
|||
Employee stock option exercises net of tax benefit
|
(85
|
)
|
|
702
|
|
|
464
|
|
|||
Other financing activities, net
|
(15
|
)
|
|
(326
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(50,684
|
)
|
|
(30,665
|
)
|
|
(17,354
|
)
|
|||
Effect of exchange rate changes on cash
|
(417
|
)
|
|
(470
|
)
|
|
(233
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(18,167
|
)
|
|
(1,038
|
)
|
|
3,634
|
|
|||
Cash and cash equivalents at beginning of year
|
51,949
|
|
|
52,987
|
|
|
49,353
|
|
|||
Cash and cash equivalents at end of year
|
$
|
33,782
|
|
|
$
|
51,949
|
|
|
$
|
52,987
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
NOTE 1
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Building and improvements
|
15 - 39 years
|
Manufacturing equipment by segment
|
|
Applied Technology
|
3 - 5 years
|
Engineered Films
|
5 - 12 years
|
Aerostar
|
3 - 5 years
|
Furniture, fixtures, office equipment, and other
|
3 - 7 years
|
Cost of sales
|
|
Research and development expenses
|
|
Selling, general and administrative expenses
|
Direct material costs
Material acquisition and handling costs
Direct labor
Factory overhead including depreciation and amortization
Inventory obsolescence
Product warranties
Shipping and handling cost
|
|
Personnel costs
Professional service fees
Material and supplies
Facility allocation
|
|
Personnel costs
Professional service fees
Advertising
Promotions
Information technology equipment depreciation
Office supplies
Facility allocation
|
NOTE 2
|
SELECTED BALANCE SHEET INFORMATION
|
|
|
As of January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Accounts receivable, net:
|
|
|
|
|
|
|
||||||
Trade accounts
|
|
$
|
39,103
|
|
|
$
|
56,895
|
|
|
$
|
54,962
|
|
Allowance for doubtful accounts
|
|
(1,034
|
)
|
|
(319
|
)
|
|
(319
|
)
|
|||
|
|
$
|
38,069
|
|
|
$
|
56,576
|
|
|
$
|
54,643
|
|
Inventories:
|
|
|
|
|
|
|
||||||
Finished goods
|
|
$
|
4,896
|
|
|
$
|
8,127
|
|
|
$
|
7,232
|
|
In process
|
|
1,845
|
|
|
1,317
|
|
|
2,131
|
|
|||
Materials
|
|
39,147
|
|
|
45,708
|
|
|
45,502
|
|
|||
|
|
$
|
45,888
|
|
|
$
|
55,152
|
|
|
$
|
54,865
|
|
Other current assets:
|
|
|
|
|
|
|
||||||
Insurance policy benefit
|
|
$
|
716
|
|
|
$
|
733
|
|
|
$
|
733
|
|
Federal income tax receivable
|
|
2,176
|
|
|
713
|
|
|
1,197
|
|
|||
Prepaid expenses and other
|
|
1,992
|
|
|
1,648
|
|
|
1,358
|
|
|||
|
|
$
|
4,884
|
|
|
$
|
3,094
|
|
|
$
|
3,288
|
|
Property, plant and equipment, net:
|
|
|
|
|
|
|
||||||
Held for use:
|
|
|
|
|
|
|
||||||
Land
|
|
$
|
3,054
|
|
|
$
|
3,246
|
|
|
$
|
2,077
|
|
Buildings and improvements
|
|
77,827
|
|
|
78,140
|
|
|
66,278
|
|
|||
Machinery and equipment
|
|
140,995
|
|
|
131,766
|
|
|
114,345
|
|
|||
Accumulated depreciation
|
|
(106,514
|
)
|
|
(96,545
|
)
|
|
(84,624
|
)
|
|||
|
|
$
|
115,362
|
|
|
$
|
116,607
|
|
|
$
|
98,076
|
|
|
|
|
|
|
|
|
||||||
Held for sale:
|
|
|
|
|
|
|
||||||
Land
|
|
$
|
244
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Buildings and improvements
|
|
1,595
|
|
|
1,522
|
|
|
—
|
|
|||
Machinery and equipment
|
|
329
|
|
|
—
|
|
|
—
|
|
|||
Accumulated depreciation
|
|
(1,368
|
)
|
|
(627
|
)
|
|
—
|
|
|||
|
|
800
|
|
|
906
|
|
|
—
|
|
|||
|
|
$
|
116,162
|
|
|
$
|
117,513
|
|
|
$
|
98,076
|
|
Other assets:
|
|
|
|
|
|
|
||||||
Investment in affiliate
|
|
$
|
2,805
|
|
|
$
|
3,217
|
|
|
$
|
3,684
|
|
Other
|
|
1,322
|
|
|
526
|
|
|
224
|
|
|||
|
|
$
|
4,127
|
|
|
$
|
3,743
|
|
|
$
|
3,908
|
|
Accrued liabilities:
|
|
|
|
|
|
|
||||||
Salaries and related
|
|
$
|
1,883
|
|
|
$
|
4,063
|
|
|
$
|
2,210
|
|
Benefits
|
|
3,864
|
|
|
5,001
|
|
|
5,538
|
|
|||
Insurance obligations
|
|
1,730
|
|
|
1,590
|
|
|
1,598
|
|
|||
Warranties
|
|
1,835
|
|
|
3,120
|
|
|
2,525
|
|
|||
Income taxes
|
|
475
|
|
|
536
|
|
|
362
|
|
|||
Other taxes
|
|
1,117
|
|
|
1,240
|
|
|
1,097
|
|
|||
Acquisition-related contingent consideration
|
|
407
|
|
|
1,375
|
|
|
890
|
|
|||
Other
|
|
731
|
|
|
2,262
|
|
|
2,028
|
|
|||
|
|
$
|
12,042
|
|
|
$
|
19,187
|
|
|
$
|
16,248
|
|
Other liabilities:
|
|
|
|
|
|
|
||||||
Postretirement benefits
|
|
$
|
7,662
|
|
|
$
|
11,812
|
|
|
$
|
7,998
|
|
Acquisition-related contingent consideration
|
|
2,499
|
|
|
3,631
|
|
|
2,457
|
|
|||
Deferred income taxes
|
|
5,426
|
|
|
7,091
|
|
|
3,526
|
|
|||
Uncertain tax positions
|
|
3,339
|
|
|
3,259
|
|
|
6,557
|
|
|||
|
|
$
|
18,926
|
|
|
$
|
25,793
|
|
|
$
|
20,538
|
|
NOTE 3
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
Cumulative foreign currency translation adjustment
|
|
Postretirement benefits
|
|
Total
|
||||||
Balance at January 31, 2013
|
|
$
|
142
|
|
|
$
|
(2,237
|
)
|
|
$
|
(2,095
|
)
|
Other comprehensive (loss) before reclassifications
|
|
(424
|
)
|
|
—
|
|
|
(424
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss) after tax expense of ($183)
|
|
—
|
|
|
340
|
|
|
340
|
|
|||
Balance at January 31, 2014
|
|
(282
|
)
|
|
(1,897
|
)
|
|
(2,179
|
)
|
|||
Other comprehensive (loss) before reclassifications
|
|
(1,466
|
)
|
|
—
|
|
|
(1,466
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss) after tax benefit of $1,187
|
|
—
|
|
|
(2,204
|
)
|
|
(2,204
|
)
|
|||
Balance at January 31, 2015
|
|
(1,748
|
)
|
|
(4,101
|
)
|
|
(5,849
|
)
|
|||
Other comprehensive (loss) before reclassifications
|
|
(729
|
)
|
|
—
|
|
|
(729
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss) after tax expense of ($1,620)
|
|
—
|
|
|
3,077
|
|
|
3,077
|
|
|||
Balance at January 31, 2016
|
|
$
|
(2,477
|
)
|
|
$
|
(1,024
|
)
|
|
$
|
(3,501
|
)
|
NOTE 4
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
16,847
|
|
|
$
|
4,699
|
|
|
$
|
1,297
|
|
Inventories
|
|
7,516
|
|
|
6,753
|
|
|
(9,190
|
)
|
|||
Prepaid expenses and other assets
|
|
(111
|
)
|
|
195
|
|
|
(239
|
)
|
|||
Accounts payable
|
|
(5,059
|
)
|
|
(3,578
|
)
|
|
(994
|
)
|
|||
Accrued and other liabilities
|
|
(8,978
|
)
|
|
48
|
|
|
(1,150
|
)
|
|||
Customer advances
|
|
(368
|
)
|
|
(144
|
)
|
|
(173
|
)
|
|||
|
|
$
|
9,847
|
|
|
$
|
7,973
|
|
|
$
|
(10,449
|
)
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the year for income taxes
|
|
$
|
6,558
|
|
|
$
|
14,011
|
|
|
$
|
20,002
|
|
Interest paid
|
|
$
|
129
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Significant non-cash transactions:
|
|
|
|
|
|
|
||||||
Issuance of common stock for business acquisition
|
|
$
|
—
|
|
|
$
|
39,252
|
|
|
$
|
—
|
|
Capital expenditures included in accounts payable
|
|
$
|
161
|
|
|
$
|
564
|
|
|
$
|
1,083
|
|
Capital expenditures converted from inventory
|
|
$
|
1,036
|
|
|
$
|
491
|
|
|
$
|
418
|
|
NOTE 5
|
ACQUISITIONS OF AND INVESTMENTS IN BUSINESSES AND TECHNOLOGIES
|
Cash
|
|
$
|
1,600
|
|
Accounts receivable
|
|
4,808
|
|
|
Inventory
|
|
7,575
|
|
|
Deferred income taxes
|
|
543
|
|
|
Other current assets
|
|
24
|
|
|
Property, plant and equipment, net
|
|
17,088
|
|
|
Goodwill
|
|
27,422
|
|
|
Customer relationships and other definite-lived intangibles
|
|
10,200
|
|
|
Short-term and long-term debt
|
|
(11,341
|
)
|
|
Current liabilities
|
|
(4,084
|
)
|
|
Other liabilities
|
|
(5,573
|
)
|
|
Total purchase price
|
|
$
|
48,262
|
|
|
|
As of January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
|
$
|
3,217
|
|
|
$
|
3,684
|
|
|
$
|
4,063
|
|
Income from equity investment
|
|
83
|
|
|
28
|
|
|
116
|
|
|||
Amortization of intangible assets
|
|
(495
|
)
|
|
(495
|
)
|
|
(495
|
)
|
|||
Balance at end of year
|
|
$
|
2,805
|
|
|
$
|
3,217
|
|
|
$
|
3,684
|
|
NOTE 6
|
GOODWILL AND OTHER INTANGIBLES
|
|
|
Applied
Technology
|
|
Engineered
Films
|
|
Aerostar (exc. Vista)
|
|
Vista
|
|
Total
|
||||||||||
Balance at January 31, 2013
|
|
$
|
9,892
|
|
|
$
|
96
|
|
|
$
|
789
|
|
|
$
|
11,497
|
|
|
$
|
22,274
|
|
Balance at January 31, 2014
|
|
9,892
|
|
|
96
|
|
|
789
|
|
|
11,497
|
|
|
22,274
|
|
|||||
Acquired goodwill
|
|
3,250
|
|
|
27,216
|
|
|
—
|
|
|
—
|
|
|
30,466
|
|
|||||
Foreign currency translation adjustment
|
|
(592
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(592
|
)
|
|||||
Balance at January 31, 2015
|
|
12,550
|
|
|
27,312
|
|
|
789
|
|
|
11,497
|
|
|
52,148
|
|
|||||
Purchase price adjustment to acquired goodwill
(a)
|
|
—
|
|
|
206
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|||||
Goodwill disposed from sale of business
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||||
Goodwill impairment loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,413
|
)
|
|
(7,413
|
)
|
|||||
Foreign currency translation adjustment
|
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|||||
Balance at January 31, 2016
|
|
$
|
12,365
|
|
|
$
|
27,518
|
|
|
$
|
789
|
|
|
$
|
4,084
|
|
|
$
|
44,756
|
|
|
|
For the years ended January 31,
|
||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||
|
|
|
Accumulated
|
|
|
|
Accumulated
|
|
|
|
Accumulated
|
|
||||||||||||||||||
|
|
Amount
|
Amortization
|
Net
|
|
Amount
|
Amortization
|
Net
|
|
Amount
|
Amortization
|
Net
|
||||||||||||||||||
Existing technology
|
|
$
|
8,825
|
|
$
|
(6,487
|
)
|
$
|
2,338
|
|
|
$
|
8,870
|
|
$
|
(5,239
|
)
|
$
|
3,631
|
|
|
$
|
7,840
|
|
$
|
(4,164
|
)
|
$
|
3,676
|
|
Customer relationships
|
|
14,101
|
|
(2,794
|
)
|
11,307
|
|
|
14,128
|
|
(1,271
|
)
|
12,857
|
|
|
3,494
|
|
(525
|
)
|
2,969
|
|
|||||||||
Other intangibles
|
|
4,065
|
|
(1,878
|
)
|
2,187
|
|
|
3,657
|
|
(1,655
|
)
|
2,002
|
|
|
2,891
|
|
(1,380
|
)
|
1,511
|
|
|||||||||
Total
|
|
$
|
26,991
|
|
$
|
(11,159
|
)
|
$
|
15,832
|
|
|
$
|
26,655
|
|
$
|
(8,165
|
)
|
$
|
18,490
|
|
|
$
|
14,225
|
|
$
|
(6,069
|
)
|
$
|
8,156
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Estimated amortization expense
|
|
$
|
3,514
|
|
|
$
|
2,873
|
|
|
$
|
2,018
|
|
|
$
|
1,464
|
|
|
$
|
1,067
|
|
NOTE 7
|
EMPLOYEE POSTRETIREMENT BENEFITS
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Benefit obligation at beginning of year
|
|
$
|
12,125
|
|
|
$
|
8,254
|
|
|
$
|
8,307
|
|
Service cost
|
|
285
|
|
|
195
|
|
|
202
|
|
|||
Interest cost
|
|
386
|
|
|
366
|
|
|
348
|
|
|||
Amendments
|
|
(958
|
)
|
|
—
|
|
|
—
|
|
|||
Actuarial (gain) loss and assumption changes
|
|
(3,544
|
)
|
|
3,543
|
|
|
(340
|
)
|
|||
Retiree benefits paid
|
|
(303
|
)
|
|
(233
|
)
|
|
(263
|
)
|
|||
Benefit obligation at end of year
|
|
$
|
7,991
|
|
|
$
|
12,125
|
|
|
$
|
8,254
|
|
|
|
|
|
|
|
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Amounts not yet recognized in net periodic benefit cost:
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
|
$
|
2,504
|
|
|
$
|
6,309
|
|
|
$
|
2,918
|
|
Prior service cost
|
|
(892
|
)
|
|
—
|
|
|
—
|
|
|||
Total pre-tax accumulated other comprehensive loss
|
|
$
|
1,612
|
|
|
$
|
6,309
|
|
|
$
|
2,918
|
|
|
|
|
|
|
|
|
||||||
Pre-tax accumulated other comprehensive loss - beginning of year related to benefit obligation
|
|
$
|
6,309
|
|
|
$
|
2,918
|
|
|
$
|
3,441
|
|
Reclassification adjustments recognized in benefit cost:
|
|
|
|
|
|
|
||||||
Recognized net (loss)
|
|
(261
|
)
|
|
(152
|
)
|
|
(183
|
)
|
|||
Amortization of prior service cost
|
|
66
|
|
|
—
|
|
|
—
|
|
|||
Amounts recognized in AOCI during the year:
|
|
|
|
|
|
|
||||||
Prior service cost from amendments
|
|
(958
|
)
|
|
—
|
|
|
—
|
|
|||
Net actuarial (gain) loss
|
|
(3,544
|
)
|
|
3,543
|
|
|
(340
|
)
|
|||
Pre-tax accumulated other comprehensive loss - end of year related to benefit obligation
|
|
$
|
1,612
|
|
|
$
|
6,309
|
|
|
$
|
2,918
|
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning liability balance
|
|
$
|
12,125
|
|
|
$
|
8,254
|
|
|
$
|
8,307
|
|
Net periodic benefit cost
|
|
866
|
|
|
713
|
|
|
733
|
|
|||
Other comprehensive (income) loss
|
|
(4,697
|
)
|
|
3,391
|
|
|
(523
|
)
|
|||
Total recognized in net periodic benefit cost and other comprehensive income
|
|
(3,831
|
)
|
|
4,104
|
|
|
210
|
|
|||
Retiree benefits paid
|
|
(303
|
)
|
|
(233
|
)
|
|
(263
|
)
|
|||
Ending liability balance
|
|
$
|
7,991
|
|
|
$
|
12,125
|
|
|
$
|
8,254
|
|
|
|
|
|
|
|
|
||||||
Current portion in accrued liabilities
|
|
$
|
329
|
|
|
$
|
313
|
|
|
$
|
255
|
|
Long-term portion in other liabilities
|
|
$
|
7,662
|
|
|
$
|
11,812
|
|
|
$
|
7,999
|
|
|
|
|
|
|
|
|
||||||
Assumptions used to calculate benefit obligation:
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.25
|
%
|
|
3.50
|
%
|
|
4.50
|
%
|
|||
Rate of compensation increase
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|||
Health care cost trend rates:
|
|
|
|
|
|
|
||||||
Health care cost trend rate assumed for next year
|
|
6.83%
(a)
|
7.00%
(b)
|
|
|
7.20
|
%
|
|
7.70
|
%
|
|||
Ultimate health care cost trend rate
|
|
4.50%
(a)
|
5
.00%
(b)
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|||
Year that the rate reaches the ultimate trend rate
|
|
2030
(a)
|
2025
(b)
|
|
2025
|
|
|
2025
|
|
||||
Assumptions used to calculated the net periodic benefit cost:
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.25%
(a)
| 3.50%
(b)
|
|
|
4.50
|
%
|
|
4.25
|
%
|
|||
Rate of compensation increase
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|||
|
|
|
|
|
|
|
|
|
January 31, 2016
|
||||||
|
|
One-percentage-point increase
|
|
One-percentage-point decrease
|
||||
Effect on total of service and interest cost components
|
|
$
|
89
|
|
|
$
|
(68
|
)
|
Effect on accumulated postretirement benefit obligation
|
|
$
|
1,445
|
|
|
$
|
(1,129
|
)
|
Fiscal
|
2017
|
|
$
|
329
|
|
Fiscal
|
2018
|
|
350
|
|
|
Fiscal
|
2019
|
|
352
|
|
|
Fiscal
|
2020
|
|
347
|
|
|
Fiscal
|
2021 - 2025
|
|
2,299
|
|
NOTE 8
|
WARRANTIES
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
3,120
|
|
|
$
|
2,525
|
|
|
$
|
1,888
|
|
Acquired
|
|
—
|
|
|
50
|
|
|
—
|
|
|||
Accrual for warranties
|
|
1,945
|
|
|
3,467
|
|
|
4,561
|
|
|||
Settlements made
|
|
(3,230
|
)
|
|
(2,922
|
)
|
|
(3,924
|
)
|
|||
Ending balance
|
|
$
|
1,835
|
|
|
$
|
3,120
|
|
|
$
|
2,525
|
|
NOTE 9
|
INCOME TAXES
|
|
|
For the years ended January 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Tax at U.S. federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of U.S. federal tax benefit
|
|
2.1
|
|
|
(0.3
|
)
|
|
1.5
|
|
Tax credit for research activities
|
|
(8.8
|
)
|
|
(3.9
|
)
|
|
(1.2
|
)
|
Tax benefit on insurance premiums
|
|
(3.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
Tax benefit on qualified production activities
|
|
(3.8
|
)
|
|
(3.6
|
)
|
|
(2.9
|
)
|
Other, net
|
|
—
|
|
|
0.7
|
|
|
0.2
|
|
|
|
20.6
|
%
|
|
26.9
|
%
|
|
32.6
|
%
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income taxes:
|
|
|
|
|
|
|
||||||
Currently payable
|
|
$
|
5,242
|
|
|
$
|
12,663
|
|
|
$
|
20,098
|
|
Deferred (benefit) expense
|
|
(3,021
|
)
|
|
(958
|
)
|
|
623
|
|
|||
|
|
$
|
2,221
|
|
|
$
|
11,705
|
|
|
$
|
20,721
|
|
|
|
As of January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current deferred tax assets:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
355
|
|
|
$
|
194
|
|
|
$
|
111
|
|
Inventories
|
|
602
|
|
|
873
|
|
|
583
|
|
|||
Accrued vacation
|
|
836
|
|
|
940
|
|
|
1,032
|
|
|||
Insurance obligations
|
|
350
|
|
|
271
|
|
|
276
|
|
|||
Accrued benefit liabilities
|
|
99
|
|
|
261
|
|
|
291
|
|
|||
Warranty obligations
|
|
670
|
|
|
1,225
|
|
|
898
|
|
|||
Other accrued liabilities
|
|
198
|
|
|
194
|
|
|
181
|
|
|||
|
|
3,110
|
|
|
3,958
|
|
|
3,372
|
|
|||
|
|
|
|
|
|
|
||||||
Non-current deferred tax assets (liabilities):
|
|
|
|
|
|
|
||||||
Postretirement benefits
|
|
2,797
|
|
|
4,243
|
|
|
2,799
|
|
|||
Depreciation and amortization
|
|
(12,195
|
)
|
|
(16,099
|
)
|
|
(11,522
|
)
|
|||
Uncertain tax positions
|
|
1,047
|
|
|
1,002
|
|
|
2,219
|
|
|||
Share-based compensation
|
|
3,593
|
|
|
4,410
|
|
|
3,196
|
|
|||
Other
|
|
(668
|
)
|
|
(647
|
)
|
|
(218
|
)
|
|||
|
|
(5,426
|
)
|
|
(7,091
|
)
|
|
(3,526
|
)
|
|||
Net deferred tax (liability)
|
|
$
|
(2,316
|
)
|
|
$
|
(3,133
|
)
|
|
$
|
(154
|
)
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross unrecognized tax benefits at beginning of year
|
|
$
|
2,307
|
|
|
$
|
4,660
|
|
|
$
|
4,213
|
|
Increases in tax positions related to the current year
|
|
209
|
|
|
909
|
|
|
795
|
|
|||
Decreases as a result of lapses in applicable statutes of limitation
|
|
(227
|
)
|
|
(393
|
)
|
|
(348
|
)
|
|||
Tax settlement with tax authorities
|
|
—
|
|
|
(2,869
|
)
|
|
—
|
|
|||
Gross unrecognized tax benefits at end of year
|
|
$
|
2,289
|
|
|
$
|
2,307
|
|
|
$
|
4,660
|
|
NOTE 10
|
FINANCING ARRANGEMENTS
|
|
|
Line of credit
|
|
Long-term notes
|
|
Notes with former owners and others
|
|
Debt Outstanding
|
||||||||
Balance at January 31, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance at January 31, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Acquired in business combination
|
|
1,465
|
|
|
9,876
|
|
|
648
|
|
|
11,989
|
|
||||
Additional borrowings
|
|
2,127
|
|
|
—
|
|
|
—
|
|
|
2,127
|
|
||||
Debt repayment
|
|
(3,592
|
)
|
|
(9,876
|
)
|
|
(648
|
)
|
|
(14,116
|
)
|
||||
Balance at January 31, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance at January 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
Minimum lease payments
|
|
$
|
1,661
|
|
|
$
|
1,394
|
|
|
$
|
1,126
|
|
|
$
|
1,150
|
|
|
$
|
1,179
|
|
|
$
|
—
|
|
NOTE 11
|
CONTINGENCIES
|
NOTE 12
|
RESTRUCTURING COSTS
|
NOTE 13
|
SHARE-BASED COMPENSATION
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Share-based compensation cost
|
|
$
|
2,311
|
|
|
$
|
4,213
|
|
|
$
|
4,198
|
|
Tax (expense) benefit
|
|
(692
|
)
|
|
1,504
|
|
|
1,460
|
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Risk-free interest rate
|
|
1.33
|
%
|
|
1.32
|
%
|
|
0.59
|
%
|
|||
Expected dividend yield
|
|
2.59
|
%
|
|
1.53
|
%
|
|
1.46
|
%
|
|||
Expected volatility factor
|
|
36.81
|
%
|
|
38.65
|
%
|
|
41.39
|
%
|
|||
Expected option term (in years)
|
|
3.75
|
|
|
4.00
|
|
|
3.75
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average grant date fair value
|
|
$
|
4.77
|
|
|
$
|
9.18
|
|
|
$
|
9.34
|
|
|
|
Number
of options |
|
Weighted average exercise price
|
|
Aggregate intrinsic value
|
|
Weighted
average remaining contractual term (years) |
|||||
Outstanding, January 31, 2015
|
|
1,015,275
|
|
|
$
|
29.04
|
|
|
|
|
|
||
Granted
|
|
289,600
|
|
|
20.09
|
|
|
|
|
|
|||
Exercised
|
|
(50,000
|
)
|
|
15.49
|
|
|
|
|
|
|||
Forfeited
|
|
(72,400
|
)
|
|
27.42
|
|
|
|
|
|
|||
Expired
|
|
(256,525
|
)
|
|
24.18
|
|
|
|
|
|
|||
Outstanding, January 31, 2016
|
|
925,950
|
|
|
$
|
28.44
|
|
|
$
|
—
|
|
|
2.48
|
|
|
|
|
|
|
|
|
|
|||||
Outstanding exercisable, January 31, 2016
|
|
453,425
|
|
|
$
|
31.30
|
|
|
$
|
—
|
|
|
1.48
|
|
|
Number
of restricted stock units |
|
Weighted
average grant date fair value |
|||
Outstanding, January 31, 2015
|
|
68,137
|
|
|
$
|
31.27
|
|
Granted
|
|
39,025
|
|
|
19.25
|
|
|
Vested
|
|
(18,526
|
)
|
|
31.66
|
|
|
Forfeited
|
|
(6,710
|
)
|
|
29.97
|
|
|
Outstanding, January 31, 2016
|
|
81,926
|
|
|
$
|
25.53
|
|
|
|
|
|
|
|||
Cumulative dividends, January 31, 2016
|
|
3,107
|
|
|
|
|
|
Number
of restricted stock units expected to vest |
|
Weighted
average grant date fair value |
|||
Outstanding, January 31, 2015
|
|
152,439
|
|
|
$
|
32.40
|
|
Granted
|
|
68,570
|
|
|
20.09
|
|
|
Vested
|
|
(52,502
|
)
|
|
31.66
|
|
|
Forfeited
|
|
(17,783
|
)
|
|
28.27
|
|
|
Performance-based adjustment
|
|
(84,656
|
)
|
|
29.02
|
|
|
Outstanding, January 31, 2016
|
|
66,068
|
|
|
$
|
25.65
|
|
|
|
|
|
|
|||
Cumulative dividends, January 31, 2016
|
|
7,557
|
|
|
|
|
|
Number
of stock units |
|
Weighted
average price |
|||
Outstanding, January 31, 2015
|
|
69,347
|
|
|
$
|
21.44
|
|
Granted
|
|
18,721
|
|
|
19.23
|
|
|
Deferred retainers
|
|
3,120
|
|
|
19.23
|
|
|
Dividends
|
|
2,546
|
|
|
17.67
|
|
|
Outstanding, January 31, 2016
|
|
93,734
|
|
|
$
|
20.82
|
|
NOTE 14
|
NET INCOME PER SHARE
|
|
|
For the years ended January 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Anti-dilutive options and restricted stock units
|
|
1,107,733
|
|
|
781,988
|
|
|
577,213
|
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income attributable to Raven Industries, Inc.
|
|
$
|
8,489
|
|
|
$
|
31,733
|
|
|
$
|
42,903
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
37,237,717
|
|
|
36,859,026
|
|
|
36,379,356
|
|
|||
Weighted average stock units outstanding
|
|
86,745
|
|
|
69,484
|
|
|
67,724
|
|
|||
Denominator for basic calculation
|
|
37,324,462
|
|
|
36,928,510
|
|
|
36,447,080
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
37,237,717
|
|
|
36,859,026
|
|
|
36,379,356
|
|
|||
Weighted average stock units outstanding
|
|
86,745
|
|
|
69,484
|
|
|
67,724
|
|
|||
Dilutive impact of stock options and RSUs
|
|
75,481
|
|
|
174,784
|
|
|
198,295
|
|
|||
Denominator for diluted calculation
|
|
37,399,943
|
|
|
37,103,294
|
|
|
36,645,375
|
|
|||
|
|
|
|
|
|
|
||||||
Net income per share - basic
|
|
$
|
0.23
|
|
|
$
|
0.86
|
|
|
$
|
1.18
|
|
Net income per share - diluted
|
|
$
|
0.23
|
|
|
$
|
0.86
|
|
|
$
|
1.17
|
|
NOTE 15
|
BUSINESS SEGMENTS AND MAJOR CUSTOMER INFORMATION
|
|
|
For the years ended January 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Canada
|
|
$
|
11,789
|
|
|
$
|
14,432
|
|
|
$
|
16,141
|
|
Europe
|
|
10,526
|
|
|
8,243
|
|
|
4,131
|
|
|||
Latin America
|
|
2,676
|
|
|
9,921
|
|
|
22,124
|
|
|||
Other foreign sales
|
|
2,858
|
|
|
4,239
|
|
|
3,497
|
|
|||
Total foreign sales
|
|
27,849
|
|
|
36,835
|
|
|
45,893
|
|
|||
United States
|
|
230,380
|
|
|
341,318
|
|
|
348,784
|
|
|||
|
|
$
|
258,229
|
|
|
$
|
378,153
|
|
|
$
|
394,677
|
|
NOTE 16
|
SUBSEQUENT EVENTS
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
2(a)
|
|
|
Stock Purchase Agreement, dated as of December 30, 2011, by and between Aerostar International, Inc. and Vista Applied Technologies Group, Inc. (incorporated herein by reference to Exhibit 2.1 of the Company's Form 8-K filed January 6, 2012).
|
|
|
|
|
2(b)
|
|
|
Agreement and Plan of Merger and Reorganization, dated as of November 3, 2014, by and among Raven Industries, Inc., Infinity Acquisition, Inc., Integra Plastics, Inc. and Nikole Mulder, as the Shareholder Representative (incorporated herein by reference to Exhibit 2.1 of the Company's Form 8-K filed November 7, 2014).
|
|
|
|
|
3(a)
|
|
|
Articles of Incorporation of Raven Industries, Inc. and all amendments thereto (incorporated herein by reference to the corresponding exhibit of the Company's 10-K for the year ended January 31, 1989).
|
|
|
|
|
3(b)
|
|
|
Amended and Restated Bylaws of Raven Industries (incorporated herein by reference to Exhibit B of the Company's definitive Proxy Statement filed April 12, 2012).
|
|
|
|
|
4(a)
|
|
|
Raven Industries Inc. Amended and Restated 2010 Stock Incentive Plan filed on June 11, 2012 as Exhibit 4.1 of Raven Industries, Inc. Registration Statement on Form S-8, and incorporated herein by reference).
|
|
|
|
|
4(b)
|
|
|
Raven Industries, Inc. Amended and Restated 2010 Stock Incentive Plan filed on June 8, 2015 as Exhibit 4.1 of Raven Industries, Inc. Registration Statement on Form S-8, and incorporated herein by reference.
|
|
|
|
|
10.1
|
|
|
Form of Amended and Restated Change in Control Agreements between Raven Industries, Inc. and the following senior executive officers: Daniel A. Rykhus, Steven E. Brazones, Stephanie Herseth Sandlin, Anthony D. Schmidt, Brian E. Meyer, and Janet L. Matthiesen dated as of March 28, 2016 and filed herewith as Exhibit 10.1. †
|
|
|
|
|
10.2
|
|
|
Form of Amended and Restated Change in Control Agreements between Raven Industries, Inc. and the following senior executives: Lon E. Stroschein and Scott W. Wickersham dated as of March 28, 2016 and filed herewith as Exhibit 10.2. †
|
|
|
|
|
10(a)
|
|
|
Employment Agreement between Raven Industries, Inc. and Daniel A. Rykhus dated as of February 1, 2009 (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed February 1, 2009). †
|
|
|
|
|
10(b)
|
|
|
Employment Agreement between Raven Industries, Inc. and Anthony D. Schmidt dated as of February 1, 2012 (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed February 1, 2012). †
|
|
|
|
|
10(c)
|
|
|
Schedule A to Employment Agreement between Raven Industries, Inc. and Daniel A. Rykhus (incorporated herein by reference to the corresponding exhibit number of the Company's 10-K filed March 31, 2011). †
|
|
|
|
|
10(d)
|
|
|
Change in Control Agreement between Raven Industries, Inc. and Daniel A. Rykhus, dated as of January 31, 2008 (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed December 17, 2007). †
|
|
|
|
|
10(e)
|
|
|
Raven Industries, Inc. 2000 Stock Option and Compensation Plan adopted May 24, 2000 (incorporated herein by reference to Exhibit A of the Company's definitive Proxy Statement filed April 19, 2000). †
|
|
|
|
|
10(f)
|
|
|
Raven Industries, Inc. Deferred Compensation Plan for Directors adopted May 23, 2007 (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed May 24, 2007). †
|
|
|
|
|
10(g)
|
|
|
Schedule A to Employment Agreement between Raven Industries, Inc. and Anthony D. Schmidt (incorporated herein by reference to the corresponding exhibit number of the Company's 10-K filed March 31, 2011). †
|
|
|
|
|
10(h)
|
|
|
Change in Control Agreement between Raven Industries, Inc. and Anthony D. Schmidt dated February 1, 2012 (incorporated herein by reference to Exhibit 10.3 of the Company's 8-K filed February 1, 2012). †
|
|
|
|
|
10(i)
|
|
|
Change in Control Agreement between Raven Industries, Inc. and Janet L. Matthiesen (incorporated herein by reference to Exhibit 10.3 of the Company's 8-K filed April 20, 2012). †
|
|
|
|
|
10(j)
|
|
|
Schedule A to Employment Agreement between Raven Industries, Inc. and Stephanie Herseth Sandlin dated August 27, 2012(incorporated herein by reference to Exhibit 10.2 of the Company's 10-K filed March 29, 2013). †
|
|
|
|
|
10(k)
|
|
|
Change in Control Agreement between Raven Industries, Inc. and Steven E. Brazones dated December 1, 2014 (incorporated herein by reference to Exhibit 10.2 of the Company's 8-K filed December 4, 2014). †
|
|
|
|
|
10(l)
|
|
|
Offer Letter between Raven Industries, Inc. and Steven E. Brazones, dated as of October 10, 2014 incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-K filed March 27, 2015). †
|
|
|
|
|
10(m)
|
|
|
Credit Agreement dated April 15, 2015, by and between Raven Industries, Inc. and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, JPMorgan Chase Bank National Association, as Administrative Agent, and JP Morgan Securities LLC and Wells Fargo Securities, LLC as Joint Bookrunners and Joint Lead Arrangers (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed April 16, 2015).
|
|
|
|
|
10(n)
|
|
|
Guaranty dated April 15, 2015, made by each of the Guarantors (Raven Industries, Inc., Aerostar International, Inc., Vista Research, Inc., and Integra Plastics, Inc.) in favor of JPMorgan Chase Bank, N.A. as Administrative Agent on behalf of the guaranteed parties (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K filed April 16, 2015).
|
|
|
|
|
10(o)
|
|
|
Amended Employment agreements between Raven Industries, Inc. and the following senior executive officers: Brian E. Meyer, Janet L. Matthiesen, Stephanie Herseth Sandlin, and Steven E. Brazones dated August 25, 2015 (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed August 31, 2015). †
|
|
|
|
SIGNATURES
|
|||
|
|
|
|
SIGNATURES
|
|
|
|
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By: /s/ DANIEL A. RYKHUS
|
|
|
|
Daniel A. Rykhus
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
Date: March 29, 2016
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
||
|
|
|
/s/ DANIEL A. RYKHUS
|
|
|
Daniel A. Rykhus
|
|
|
President and Chief Executive Officer
|
|
|
(principal executive officer) and Director
|
|
|
|
|
|
|
|
|
/s/ STEVEN E. BRAZONES
|
|
/s/ KEVIN T. KIRBY
|
Steven E. Brazones
|
|
Kevin T. Kirby
|
Vice President and Chief Financial Officer
|
|
Director
|
(principal financial and accounting officer)
|
|
|
|
|
|
|
|
|
/s/ THOMAS S. EVERIST
|
|
/s/ MARC E. LEBARON
|
Thomas S. Everist
|
|
Marc E. LeBaron
|
Chairman of the Board
|
|
Director
|
|
|
|
|
|
|
/s/ JASON M. ANDRINGA
|
|
/s/ CYNTHIA H. MILLIGAN
|
Jason M. Andringa
|
|
Cynthia H. Milligan
|
Director
|
|
Director
|
|
|
|
|
|
|
/s/ MARK E. GRIFFIN
|
|
/s/ HEATHER A. WILSON
|
Mark E. Griffin
|
|
Heather A. Wilson
|
Director
|
|
Director
|
|
|
|
|
|
|
|
|
Date: March 29, 2016
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
|||||||||||
|
|
Additions
|
|
|
|||||||||||
Description
|
Balance at
Beginning
of Year
|
Charged to
Costs and
Expenses
|
Charged to
Other
Accounts
|
Deductions
From
Reserves (1)
|
Balance at
End of Year
|
||||||||||
Deducted in the balance sheet from the asset to which it applies:
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
||||||||||
Year ended January 31, 2016
|
$
|
319
|
|
$
|
1,066
|
|
$
|
—
|
|
$
|
351
|
|
$
|
1,034
|
|
Year ended January 31, 2015
|
$
|
319
|
|
$
|
211
|
|
$
|
19
|
|
$
|
230
|
|
$
|
319
|
|
Year ended January 31, 2014
|
$
|
205
|
|
$
|
129
|
|
$
|
—
|
|
$
|
15
|
|
$
|
319
|
|
(1)
|
Represents uncollectable accounts receivable written off during the year, net of recoveries.
|
ATTEST:
|
RAVEN INDUSTRIES, INC.
|
|
|
By ___________________________
|
By _____________________________
|
[Name and Title]
|
[Name and Title]
|
|
|
ATTEST:
|
EXECUTIVE:
|
|
|
By ___________________________
|
By ______________________________
|
[Name and Title]
|
[Name]
|
|
|
|
|
Date___________________
|
__________________________________________________
|
|
[EMPLOYEE NAME]
|
|
|
|
|
Date___________________
|
RAVEN INDUSTRIES, INC.
|
|
|
|
By _______________________________________
|
|
|
|
Its _______________________________________
|
|
|
RAVEN INDUSTRIES, INC.
|
||
SUBSIDIARIES OF THE REGISTRANT
|
||
|
|
|
NAME OF SUBSIDIARY
|
|
JURISDICTION
|
|
|
|
Aerostar International, Inc.
|
|
South Dakota, USA
|
|
|
|
Aerostar Integrated Systems, LLC
(a)
|
|
Delaware, USA
|
|
|
|
Raven Industries Canada, Inc.
|
|
Nova Scotia, Canada
|
|
|
|
Raven International Holding Company B.V.
|
|
Amsterdam, Netherlands
|
|
|
|
SBG Innovatie BV
|
|
Middenmeer, Netherlands
|
|
|
|
Vista Research, Inc.
|
|
California, USA
|
|
|
|
|
|
|
(a) 75% owned
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
|
Dated: March 29, 2016
|
/s/ DANIEL A. RYKHUS
|
|
Daniel A. Rykhus
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
|
Dated: March 29, 2016
|
/s/ STEVEN E. BRAZONES
|
|
Steven E. Brazones
|
|
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.
|
Dated: March 29, 2016
|
/s/ DANIEL A. RYKHUS
|
|
Daniel A. Rykhus
|
|
President and Chief Executive 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.
|
Dated: March 29, 2016
|
/s/ STEVEN E. BRAZONES
|
|
Steven E. Brazones
|
|
Vice President and Chief Financial Officer
|
|
|