þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended April 30, 2013 |
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 or other jurisdiction of incorporation or organization) | 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 2. Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 4. Mine Safety Disclosures | |
(Dollars and shares in thousands, except per-share data) | April 30, 2013 | January 31, 2013 | April 30, 2012 | ||||||||
ASSETS | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 51,105 | $ | 49,353 | $ | 43,536 | |||||
Accounts receivable, net | 59,238 | 56,303 | 58,641 | ||||||||
Inventories | 49,031 | 46,189 | 54,664 | ||||||||
Deferred income taxes | 3,246 | 3,107 | 3,182 | ||||||||
Other current assets | 3,591 | 1,796 | 4,886 | ||||||||
Total current assets | 166,211 | 156,748 | 164,909 | ||||||||
Property, plant and equipment, net | 86,099 | 81,238 | 64,888 | ||||||||
Goodwill | 22,274 | 22,274 | 22,274 | ||||||||
Amortizable intangible assets, net | 8,606 | 8,681 | 9,220 | ||||||||
Other assets, net | 4,144 | 4,269 | 4,434 | ||||||||
TOTAL ASSETS | $ | 287,334 | $ | 273,210 | $ | 265,725 | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ | 13,923 | $ | 14,438 | $ | 17,134 | |||||
Accrued liabilities | 21,732 | 17,192 | 31,965 | ||||||||
Customer advances | 1,000 | 1,431 | 1,200 | ||||||||
Total current liabilities | 36,655 | 33,061 | 50,299 | ||||||||
Other liabilities | 18,787 | 18,702 | 18,931 | ||||||||
Commitments and contingencies | |||||||||||
Shareholders' Equity | |||||||||||
Common stock, $1 par value, authorized shares 100,000; issued 65,240; 65,223; and 65,152, respectively | 65,240 | 65,223 | 32,576 | ||||||||
Paid in capital | 6,729 | 5,885 | 10,240 | ||||||||
Retained earnings | 215,312 | 205,695 | 208,871 | ||||||||
Accumulated other comprehensive loss | (2,119 | ) | (2,095 | ) | (1,901 | ) | |||||
Treasury stock at cost, 28,897 shares | (53,362 | ) | (53,362 | ) | (53,362 | ) | |||||
Total Raven Industries, Inc. shareholders' equity | 231,800 | 221,346 | 196,424 | ||||||||
Noncontrolling interest | 92 | 101 | 71 | ||||||||
Total shareholders' equity | 231,892 | 221,447 | 196,495 | ||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 287,334 | $ | 273,210 | $ | 265,725 |
Three Months Ended | ||||||||
(Dollars in thousands, except per-share data) | April 30, 2013 | April 30, 2012 | ||||||
Net sales | $ | 103,680 | $ | 117,915 | ||||
Cost of sales | 68,764 | 76,780 | ||||||
Gross profit | 34,916 | 41,135 | ||||||
Research and development expenses | 4,236 | 3,400 | ||||||
Selling, general and administrative expenses | 9,746 | 9,303 | ||||||
Operating income | 20,934 | 28,432 | ||||||
Other (expense), net | (198 | ) | (52 | ) | ||||
Income before income taxes | 20,736 | 28,380 | ||||||
Income taxes | 6,742 | 9,357 | ||||||
Net income | 13,994 | 19,023 | ||||||
Net (loss) attributable to the noncontrolling interest | (9 | ) | (20 | ) | ||||
Net income attributable to Raven Industries, Inc. | $ | 14,003 | $ | 19,043 | ||||
Net income per common share: | ||||||||
─ Basic | $ | 0.38 | $ | 0.52 | ||||
─ Diluted | $ | 0.38 | $ | 0.52 | ||||
Cash dividends paid per common share | $ | 0.12 | $ | 0.105 | ||||
Comprehensive income: | ||||||||
Net income | $ | 13,994 | $ | 19,023 | ||||
Other comprehensive income, net of tax: | ||||||||
Foreign currency translation | (54 | ) | 23 | |||||
Postretirement benefits, net of income tax expense of $16 and $20, respectively | 30 | 38 | ||||||
Other comprehensive (loss) income, net of tax | (24 | ) | 61 | |||||
Comprehensive income | 13,970 | 19,084 | ||||||
Comprehensive (loss) attributable to noncontrolling interest | (9 | ) | (20 | ) | ||||
Comprehensive income attributable to Raven Industries, Inc. | $ | 13,979 | $ | 19,104 |
$1 Par Common Stock (a) | Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Raven Industries, Inc. Equity | Non controlling Interest | Total Equity | |||||||||||||||||||
(Dollars in thousands, except per-share amounts) | Shares (a) | Cost | ||||||||||||||||||||||||
Balance January 31, 2012 | $ | 32,566 | $ | 9,607 | (14,449 | ) | $ | (53,362 | ) | $ | 193,650 | $ | (1,962 | ) | $ | 180,499 | $ | 91 | $ | 180,590 | ||||||
Net income (loss) | — | — | — | — | 19,043 | — | 19,043 | (20 | ) | 19,023 | ||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||
Cumulative foreign currency translation adjustment | — | — | — | — | — | 23 | 23 | — | 23 | |||||||||||||||||
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax benefit of $20 | — | — | — | — | — | 38 | 38 | — | 38 | |||||||||||||||||
Cash dividends ($0.21 per share) (a) | — | 15 | — | — | (3,822 | ) | — | (3,807 | ) | — | (3,807 | ) | ||||||||||||||
Stock surrendered upon exercise of stock options | (10 | ) | (621 | ) | — | — | — | — | (631 | ) | — | (631 | ) | |||||||||||||
Employees' stock options exercised | 20 | 656 | — | — | — | — | 676 | — | 676 | |||||||||||||||||
Share-based compensation | — | 525 | — | — | — | — | 525 | — | 525 | |||||||||||||||||
Tax benefit from exercise of stock options | — | 58 | — | — | — | — | 58 | — | 58 | |||||||||||||||||
Balance April 30, 2012 | $ | 32,576 | $ | 10,240 | (14,449 | ) | $ | (53,362 | ) | $ | 208,871 | $ | (1,901 | ) | $ | 196,424 | $ | 71 | $ | 196,495 | ||||||
(a) These share and per-share amounts do not reflect the July 2012 two-for-one stock split discussed in Note 1 to these unaudited consolidated financial statements. The adjusted common shares, treasury shares and dividends per share were 65,152, 28,897 and $0.105, respectively. | ||||||||||||||||||||||||||
Balance January 31, 2013 | $ | 65,223 | $ | 5,885 | (28,897 | ) | $ | (53,362 | ) | $ | 205,695 | $ | (2,095 | ) | $ | 221,346 | $ | 101 | $ | 221,447 | ||||||
Net income | — | — | — | — | 14,003 | — | 14,003 | (9 | ) | 13,994 | ||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||
Cumulative foreign currency translation adjustment | — | — | — | — | — | (54 | ) | (54 | ) | — | (54 | ) | ||||||||||||||
Postretirement benefits reclassified from accumulated other comprehensive income (loss) after tax benefit of $16 | — | — | — | — | — | 30 | 30 | — | 30 | |||||||||||||||||
Cash dividends ($0.12 per share) | — | 25 | — | — | (4,386 | ) | — | (4,361 | ) | — | (4,361 | ) | ||||||||||||||
Stock surrendered upon exercise of stock options | (19 | ) | (580 | ) | — | — | — | — | (599 | ) | — | (599 | ) | |||||||||||||
Employees' stock options exercised | 36 | 426 | — | — | — | — | 462 | — | 462 | |||||||||||||||||
Share-based compensation | — | 829 | — | — | — | — | 829 | — | 829 | |||||||||||||||||
Tax benefit from exercise of stock options | — | 144 | — | — | — | — | 144 | — | 144 | |||||||||||||||||
Balance April 30, 2013 | $ | 65,240 | $ | 6,729 | (28,897 | ) | $ | (53,362 | ) | $ | 215,312 | $ | (2,119 | ) | $ | 231,800 | $ | 92 | $ | 231,892 | ||||||
Three Months Ended | |||||||
(Dollars in thousands) | April 30, 2013 | April 30, 2012 | |||||
OPERATING ACTIVITIES: | |||||||
Net income | $ | 13,994 | $ | 19,023 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 3,170 | 2,892 | |||||
Gain on acquisition-related contingent liability settlement | — | (508 | ) | ||||
Change in fair value of acquisition-related contingent consideration | 139 | 255 | |||||
Loss from equity investment | 25 | 24 | |||||
Deferred income taxes | (133 | ) | (477 | ) | |||
Share-based compensation expense | 829 | 525 | |||||
Change in operating assets and liabilities: | |||||||
Accounts receivable | (2,973 | ) | 2,105 | ||||
Inventories | (2,852 | ) | 97 | ||||
Prepaid expense and other assets | (1,870 | ) | (1,793 | ) | |||
Operating liabilities | 4,558 | 6,077 | |||||
Other operating activities, net | 12 | (8 | ) | ||||
Net cash provided by operating activities | 14,899 | 28,212 | |||||
INVESTING ACTIVITIES: | |||||||
Capital expenditures | (8,149 | ) | (4,900 | ) | |||
Other investing activities, net | (263 | ) | (58 | ) | |||
Net cash used in investing activities | (8,412 | ) | (4,958 | ) | |||
FINANCING ACTIVITIES: | |||||||
Dividends paid | (4,361 | ) | (3,806 | ) | |||
Payments of acquisition-related contingent liability | (353 | ) | (1,867 | ) | |||
Other financing activities, net | 7 | 103 | |||||
Net cash used in financing activities | (4,707 | ) | (5,570 | ) | |||
Effect of exchange rate changes on cash | (28 | ) | 10 | ||||
Net increase in cash and cash equivalents | 1,752 | 17,694 | |||||
Cash and cash equivalents at beginning of year | 49,353 | 25,842 | |||||
Cash and cash equivalents at end of period | $ | 51,105 | $ | 43,536 |
Three Months Ended | ||||||||
April 30, 2013 | April 30, 2012 | |||||||
Numerator: | ||||||||
Net income attributable to Raven Industries, Inc. | $ | 14,003 | $ | 19,043 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding | 36,335,870 | 36,244,659 | ||||||
Weighted average stock units outstanding | 57,255 | 49,169 | ||||||
Denominator for basic calculation | 36,393,125 | 36,293,828 | ||||||
Weighted average common shares outstanding | 36,335,870 | 36,244,659 | ||||||
Weighted average stock units outstanding | 57,255 | 49,169 | ||||||
Dilutive impact of stock options and restricted stock units | 198,322 | 228,560 | ||||||
Denominator for diluted calculation | 36,591,447 | 36,522,388 | ||||||
Net income per share - basic | $ | 0.38 | $ | 0.52 | ||||
Net income per share - diluted | $ | 0.38 | $ | 0.52 |
April 30, 2013 | January 31, 2013 | April 30, 2012 | ||||||||||
Accounts receivable, net: | ||||||||||||
Trade accounts | $ | 59,443 | $ | 56,508 | $ | 58,811 | ||||||
Allowance for doubtful accounts | (205 | ) | (205 | ) | (170 | ) | ||||||
$ | 59,238 | $ | 56,303 | $ | 58,641 | |||||||
Inventories: | ||||||||||||
Finished goods | $ | 8,533 | $ | 8,571 | $ | 7,688 | ||||||
In process | 2,673 | 2,675 | 6,847 | |||||||||
Materials | 37,825 | 34,943 | 40,129 | |||||||||
$ | 49,031 | $ | 46,189 | $ | 54,664 | |||||||
Property, plant and equipment, net: | ||||||||||||
Property, plant and equipment | $ | 164,180 | $ | 156,658 | $ | 134,407 | ||||||
Accumulated depreciation | (78,081 | ) | (75,420 | ) | (69,519 | ) | ||||||
$ | 86,099 | $ | 81,238 | $ | 64,888 | |||||||
Accrued liabilities: | ||||||||||||
Salaries and benefits | $ | 2,726 | $ | 3,978 | $ | 2,635 | ||||||
Vacation | 4,384 | 4,025 | 4,584 | |||||||||
401(k) contributions | 319 | 520 | 555 | |||||||||
Insurance obligations | 2,458 | 2,506 | 2,887 | |||||||||
Profit sharing | 88 | 287 | 413 | |||||||||
Warranties | 1,990 | 1,888 | 1,792 | |||||||||
Acquisition-related contingent liabilities | 845 | 712 | 6,658 | |||||||||
Taxes - accrued and withheld | 7,774 | 1,392 | 11,300 | |||||||||
Other | 1,148 | 1,884 | 1,141 | |||||||||
$ | 21,732 | $ | 17,192 | $ | 31,965 | |||||||
Other liabilities: | ||||||||||||
Postretirement benefits | $ | 8,120 | $ | 8,072 | $ | 7,423 | ||||||
Acquisition-related contingent consideration | 2,076 | 2,359 | 2,169 | |||||||||
Deferred income taxes | 2,475 | 2,453 | 3,944 | |||||||||
Uncertain tax positions | 6,116 | 5,818 | 5,395 | |||||||||
$ | 18,787 | $ | 18,702 | $ | 18,931 |
Three Months Ended | ||||||||
April 30, 2013 | April 30, 2012 | |||||||
Service cost | $ | 50 | $ | 47 | ||||
Interest cost | 87 | 84 | ||||||
Amortization of actuarial losses | 46 | 58 | ||||||
Net periodic benefit cost | $ | 183 | $ | 189 |
Three Months Ended | ||||||||
April 30, 2013 | April 30, 2012 | |||||||
Beginning balance | $ | 1,888 | $ | 1,699 | ||||
Accrual for warranties | 864 | 820 | ||||||
Settlements made (in cash or in kind) | (762 | ) | (727 | ) | ||||
Ending balance | $ | 1,990 | $ | 1,792 |
Three Months Ended | ||||||
April 30, 2013 | April 30, 2012 | |||||
Risk-free interest rate | 0.59 | % | 0.86 | % | ||
Expected dividend yield | 1.46 | % | 1.33 | % | ||
Expected volatility factor | 41.39 | % | 49.65 | % | ||
Expected option term (in years) | 3.75 | 3.75 |
Three Months Ended | ||||||||
April 30, 2013 | April 30, 2012 | |||||||
Net sales | ||||||||
Applied Technology Division | $ | 51,181 | $ | 53,741 | ||||
Engineered Films Division | 34,493 | 41,094 | ||||||
Aerostar Division | 21,715 | 25,635 | ||||||
Intersegment eliminations (a) | (3,709 | ) | (2,555 | ) | ||||
Consolidated net sales | $ | 103,680 | $ | 117,915 | ||||
Operating income | ||||||||
Applied Technology Division | $ | 19,157 | $ | 22,050 | ||||
Engineered Films Division | 4,754 | 9,179 | ||||||
Aerostar Division | 1,806 | 1,442 | ||||||
Intersegment eliminations (a) | (21 | ) | (79 | ) | ||||
Total reportable segment income | 25,696 | 32,592 | ||||||
Administrative and general expenses | (4,762 | ) | (4,160 | ) | ||||
Consolidated operating income | $ | 20,934 | $ | 28,432 |
• | 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 |
• | 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; and |
• | Make corporate responsibility a top priority. |
Three Months Ended | |||||||||||
(dollars in thousands, except per-share data) | April 30, 2013 | April 30, 2012 | % Change | ||||||||
Net sales | $ | 103,680 | $ | 117,915 | (12 | )% | |||||
Gross profit | 34,916 | 41,135 | (15 | )% | |||||||
Gross margins(a) | 33.7 | % | 34.9 | % | |||||||
Operating income | $ | 20,934 | $ | 28,432 | (26 | )% | |||||
Operating margins | 20.2 | % | 24.1 | % | |||||||
Net income attributable to Raven Industries, Inc. | $ | 14,003 | $ | 19,043 | (26 | )% | |||||
Diluted earnings per share | $ | 0.38 | $ | 0.52 | |||||||
Operating cash flow | $ | 14,899 | $ | 28,212 | |||||||
Capital expenditures | $ | (8,149 | ) | $ | (4,900 | ) | |||||
Cash dividends | $ | (4,361 | ) | $ | (3,806 | ) | |||||
(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, 2013 | April 30, 2012 | $ Change | % Change | |||||||||||
Net sales | $ | 51,181 | $ | 53,741 | $ | (2,560 | ) | (5 | )% | ||||||
Gross profit | 24,783 | 27,323 | (2,540 | ) | (9 | )% | |||||||||
Gross margins | 48.4 | % | 50.8 | % | |||||||||||
Operating expenses | $ | 5,626 | $ | 5,273 | $ | 353 | 7 | % | |||||||
Operating expenses as % of sales | 11.0 | % | 9.8 | % | |||||||||||
Operating income | $ | 19,157 | $ | 22,050 | $ | (2,893 | ) | (13 | )% | ||||||
Operating margins | 37.4 | % | 41.0 | % |
• | Market conditions. Global market fundamentals remained healthy as population and income growth in emerging economies have increased demand for food. Emerging agriculture markets abroad are at varying life cycle stages providing opportunities for Raven's precision agriculture products to meet market needs. Uncertainty in the domestic marketplace, a result of last year's drought as well as the cool spring delaying growers getting into the field, has delayed purchases and lowered demand in the U.S. and Canadian aftermarket. The Company continues to cultivate and deepen relationships with key original equipment manufacturing (OEM) partners, by customizing product solutions, tailoring the services it provides and entering long-term agreements that offer stability and competitiveness for both Raven and these partners. |
• | Sales volume. Net sales decreased $2.6 million, or 5%, to $51.2 million compared to $53.7 million in the prior year period. Sales of field computers and application controls were down due to timing of demand year-over-year. These decreases were partially offset by strong OEM demand for injection products. |
• | International sales decreased. For the three-month period, international sales totaled $13.7 million, a decrease of $0.6 million, or 4%, compared to $14.3 million in the prior year three-month period. International sales represent 27% of segment revenue, which is consistent with the prior year results. Products delivered to South America increased year-over-year; however, lower demand in Canada, South Africa and Eastern Europe offset this increase. |
• | Gross margins. Gross margins for the three months ended April 30, 2013 were down approximately two percentage points from the three months ended April 30, 2012. The decrease reflects the lower sales volume during the current year period. Gross margins for the prior year period were also favorably impacted by one percentage point due to the early buyout of an acquisition-related contingent liability in the first quarter of fiscal 2013. |
• | Operating expenses. First quarter operating expense as a percentage of net sales was 11.0%, up from 9.8% in the prior year first quarter. The increase is attributable to higher spending in research and development (R&D) for new product development. |
Three Months Ended | |||||||||||||||
(dollars in thousands) | April 30, 2013 | April 30, 2012 | $ Change | % Change | |||||||||||
Net sales | $ | 34,493 | $ | 41,094 | $ | (6,601 | ) | (16 | )% | ||||||
Gross profit | 6,383 | 10,529 | (4,146 | ) | (39 | )% | |||||||||
Gross margins | 18.5 | % | 25.6 | % | |||||||||||
Operating expenses | $ | 1,629 | $ | 1,350 | $ | 279 | 21 | % | |||||||
Operating expenses as % of sales | 4.7 | % | 3.3 | % | |||||||||||
Operating income | $ | 4,754 | $ | 9,179 | $ | (4,425 | ) | (48 | )% | ||||||
Operating margins | 13.8 | % | 22.3 | % |
• | Market conditions. Declining demand for pit liners in our energy market beginning in the second half of fiscal 2013 has persisted well below the levels experienced in the three months ended April 30, 2012. Environmental and water conservation projects have increased demand for the division's containment liners in the geomembrane market. |
• | Sales volume and selling prices. The decrease in first quarter fiscal 2014 net sales compared to the prior year period was predominately driven by the decline in the energy market as sales were down $5.7 million, or 30%, compared to the prior year first quarter. Geomembrane market sales decreased slightly, year-over-year as the prior year first quarter included sales on a significant geomembrane reservoir project in Ohio. Sales volume, measured by pounds of film shipped, for the three month period was down 12% compared to the prior year and accounted for majority of the year-over-year sales decline as selling prices were roughly 5-6% lower than the prior year period. |
• | Gross margin decrease. For the three-month period, margins decreased seven percentage points as the result of the decline in sales volume impacting fixed cost absorption and the decline in selling prices reducing the spread over material cost. |
• | Operating expenses. First quarter operating expense as a percentage of net sales was 4.7% compared to 3.3% in the prior year quarter. Higher R&D spending for new product development drove the increase in the first quarter operating expenses. |
Three Months Ended | |||||||||||||||
(dollars in thousands) | April 30, 2013 | April 30, 2012 | $ Change | % Change | |||||||||||
Net sales | $ | 21,715 | $ | 25,635 | $ | (3,920 | ) | (15 | )% | ||||||
Gross profit | 3,771 | 3,362 | 409 | 12 | % | ||||||||||
Gross margins | 17.4 | % | 13.1 | % | |||||||||||
Operating expenses | $ | 1,965 | $ | 1,920 | $ | 45 | 2 | % | |||||||
Operating expenses as % of sales | 9.0 | % | 7.5 | % | |||||||||||
Operating income | $ | 1,806 | $ | 1,442 | $ | 364 | 25 | % | |||||||
Operating margins | 8.3 | % | 5.6 | % |
• | Market conditions. Certain of Aerostar's markets are subject to significant variability due to U.S. federal spending. Uncertainty and sluggish demand in these markets continued throughout fiscal 2013 and into fiscal 2014. |
• | Sales volumes. Net sales for the current quarter were unable to reach last year's first quarter levels, declining 15% from $25.6 million to $21.7 million. An increase in high altitude research balloon sales and an increase in Vista net sales driven by support activities under existing contracts for Vista's SSRS were offset by planned declines in avionics sales and the effect of reduced demand by U.S. government customers. |
• | Gross margin change. For the three-month period ended April 30, 2013, margins increased approximately four percentage points compared to the three-month period ended April 30, 2012 due to improved product mix and increased sales at Vista. |
• | Operating expenses. First quarter operating expense spending remained flat as compared to the first quarter of fiscal 2013. As a result of declining sales, this spending level was 9.0% of net sales for the first quarter of fiscal 2014, an increase from 7.5% of net sales for the first quarter of fiscal 2013. |
Three Months Ended | ||||||||
(dollars in thousands) | April 30, 2013 | April 30, 2012 | ||||||
Administrative expenses | $ | 4,762 | $ | 4,160 | ||||
Administrative expenses as a % of sales | 4.6 | % | 3.5 | % | ||||
Other (expense), net | $ | (198 | ) | $ | (52 | ) | ||
Effective tax rate | 32.5 | % | 33.0 | % |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
Exhibit Number | Description | ||
31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
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 Chief Financial Officer (Principal Financial and Accounting Officer) |
1. | I have reviewed this quarterly 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. |
Dated: May 31, 2013 | /s/ Daniel A. Rykhus |
Daniel A. Rykhus | |
President and Chief Executive Officer |
1. | I have reviewed this quarterly 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. |
Dated: May 31, 2013 | /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. |
Dated: May 31, 2013 | /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: May 31, 2013 | /s/ Thomas Iacarella |
Thomas Iacarella | |
Vice President and Chief Financial Officer | |
Warranties (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Apr. 30, 2013
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Apr. 30, 2012
|
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Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 1,888 | $ 1,699 |
Accrual for warranties | 864 | 820 |
Settlements made (in cash or in kind) | (762) | (727) |
Ending balance | $ 1,990 | $ 1,792 |
Share Based Compensation (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2013
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Share-based Compensation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average assumptions by grant year | The fair values of options granted during the three months ended April 30, 2013 and April 30, 2012 were estimated using the following assumptions:
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Share Based Compensation (Weighted average assumptions by grant year) (Details)
|
3 Months Ended | |
---|---|---|
Apr. 30, 2013
|
Apr. 30, 2012
|
|
Share-based Compensation [Abstract] | ||
Risk-free interest rate | 0.59% | 0.86% |
Expected dividend yield | 1.46% | 1.33% |
Expected volatility factor | 41.39% | 49.65% |
Expected option term (in years) | 3 years 9 months | 3 years 9 months |
Basis of Presentation and Principles of Consolidation Basis of Presentation and Principles of Consolidation
|
3 Months Ended |
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Apr. 30, 2013
|
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Raven Industries, Inc. (the Company or Raven) is a diversified technology company providing a variety of products to customers within the industrial, agricultural, energy, construction and military/aerospace markets. The Company is comprised of three unique operating units, or divisions, classified into reportable segments: Applied Technology, Engineered Films and Aerostar. The accompanying unaudited consolidated financial information, which includes the accounts of Raven and its wholly-owned or controlled subsidiaries, net of intercompany balances and transactions which have been eliminated, has been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, it does not include all of the information and notes required by GAAP for complete financial statements. This financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2013. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of this financial information have been included. Financial results for the interim three-month period ended April 30, 2013 are not necessarily indicative of the results that may be expected for the year ending January 31, 2014. The January 31, 2013 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. Preparing financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Noncontrolling interests represent capital contributions, income and loss attributable to the owners of less than wholly-owned and consolidated entities. The Company owns a 75% interest in an entity consolidated under the Aerostar business segment. Given the Company's majority ownership interest, the accounts of the business venture have been consolidated with the accounts of the Company, and a noncontrolling interest has been recorded for the noncontrolling investor interests in the net assets and operations of the business venture. On May 23, 2012, the Board of Directors declared a two-for-one split of the Company's common stock to be effected in the form of a stock dividend. The record date for the stock dividend was July 10, 2012, with the shares distributed on July 25, 2012. Upon completion of the stock split, paid in capital and retained earnings were reduced by $7,405 and $25,193, respectively, while the Company's shares issued increased from approximately 32,598 shares to 65,196 shares. With the exception of the number of shares in the Consolidated Statement of Shareholders' Equity for the three-month period ended April 30, 2012, all share and per-share amounts in this Quarterly Report on Form 10-Q reflect the stock split and have been retroactively adjusted for all periods presented. As disclosed in the Company's Form 10-Q for three and six months ended ended July 31, 2012, the Company revised the amounts previously presented for cash used in investing activities and cash used in financing activities reported in the Consolidated Statements of Cash Flows by $1,867 for acquisition-related contingent liability payments during the three months ended April 30, 2012. This immaterial change increased cash used in financing activities and decreased cash used in investing activities by $1,867. The prior period amounts presented in this Form 10-Q have been adjusted to reflect this change in presentation. |