Item 1. Business
General
Raven Industries, Inc., was incorporated in February 1956 under the laws of the State of South Dakota and began operations later that same year. The following terms - the company, Raven or the registrant - are intended to apply to Raven Industries, Inc. and its consolidated subsidiaries listed in Exhibit 21 to this report. Raven is headquartered in Sioux Falls, South Dakota, employing approximately 1,100 persons in six states.
The company began operations as a manufacturer of high-altitude research balloons. It has diversified over the years to supply specialized products for a number of markets, including industrial, recreation, agriculture, automotive and defense. Many of these product lines are an extension of technology and production methods developed in the original balloon business. The automotive product line was sold in the third quarter of fiscal 2000. Page 13 of the company's Annual Report to Shareholders, incorporated herein by reference, provides financial information regarding sales by markets.
The company has three business segments: Electronics, Plastics and Sewn Products. Product lines have been grouped in these segments based on common technologies, production methods and raw materials. However, more than one business segment may serve each of the product markets identified above. Page 9 of the company's Annual Report to Shareholders, incorporated herein by reference, provides financial information concerning the three business segments.
Business Segments
Electronics - Historically, the company's Electronics segment provided a variety of assemblies and controls to the U.S. Department of Defense and other defense contractors. The company is expanding this segment's capabilities in contract electronics assembly for commercial customers to offset a decline in defense contracts. Assemblies manufactured by the Electronics segment include communication, computer and other products where high quality is critical. Flow control devices, used primarily for precision farming applications, are designed and produced within this business segment. These devices are also used for roadside and turf spraying. The company has developed new products for field location control to expand the company's capabilities and support precision farming in future years. The segment also builds and installs automated control systems for use in feedmills.
Contract electronics assembly sales are made in response to competitive bid requests by commercial customers and defense contractors. The level and nature of competition varies with the type of product, but the company frequently competes with a number of assembly manufacturers on any given bid request. Home office personnel sell flow control devices directly to original equipment manufacturers(OEMs)and distributors. Company sales representatives sell automated systems directly to feedmills. All the product markets the company participates in are competitive, with customers having a number of suppliers from which to choose.
Plastics - Products in this segment include heavy-duty sheeting for industrial and agricultural applications; fiberglass, polyethylene and dual-laminate tanks for industrial and agricultural use; high altitude balloons for public and commercial research. The company's Glasstite operations were sold in October of 1999. Glasstite was a manufacturer of pickup-truck toppers which were sold in the small truck after market. This sale was an important part of the company's plan for repositioning its business by disposing of its non-strategic businesses.
The company sells plastic sheeting to distributors in each of the various markets it serves. The company extrudes a significant portion of the film converted for its commercial products and believes it is one of the largest sheeting converters in the U.S. A number of suppliers of sheeting compete with Raven on both price and product availability.
Home office personnel and manufacturer's representatives sell storage tanks to OEMs and through distributors. Competition comes not only from many other plastic tank manufacturers, but also from manufacturers using other materials (aluminum and steel). The company makes a number of custom fiberglass and dual-laminate products, but polyethylene tanks tend to be commodity products and subject to intense price competition.
The company sells research balloons directly to public agencies (usually funded by the National Aeronautics and Space Administration) or commercial users. Demand is small but stable. Raven is the largest balloon supplier for high-altitude research in the United States.
Sewn Products - The Sewn Products segment of the company produces and sells outerwear for a variety of recreational activities, including hunting and fishing. This segment also manufactures sport balloons principally for recreational use. Another major product is large inflatable devices, which enjoy a number of uses, such as parade floats and advertising media.
Recreational outerwear is now entirely a contract business sold by home office personnel to distributors and catalog retailers. The company's proprietary skiwear line was sold at the end of the fourth quarter of fiscal 2000 to reduce inventory, lower accounts receivable levels and improve cash return on investment. There are many outerwear manufacturers in the U.S. and abroad, and considerable competition exists. The company competes successfully in the medium-to-higher priced range of the market where specialty fabrics such as Gore-Tex(R) are involved, emphasizing quality, service and manufacturing expertise.
The Sewn Products segment sells balloons through a dealer network. Raven is the originator of modern hot-air ballooning and continues to be a leader in design and technical expertise. The company believes it has approximately 40 percent of the U.S. hot-air balloon market, although others are able to compete with lower-cost products. Inflatables are sold directly to corporate customers and are subject to varying levels of competition. Generally, the more customized the product, the greater the company's market share.
Major Customer Information
No customer accounted for more than 10 percent of consolidated sales in fiscal 2000 or for more than 10 percent of the company's consolidated accounts receivable at January 31, 2000. However, the company sells sewn products to several large customers. In fiscal 2000, the top five customers in the Sewn Products segment accounted for more than two-thirds of that segment's sales. Although the loss of these accounts would adversely affect profitability, the company believes that, over the long term, addition of new customers and sales growth from existing customers would replace any lost sales.
Seasonality/Working Capital Requirements
Some seasonality in demand exists for the company's outerwear products, many of which are produced in spring/summer for summer/fall delivery. Most of these sales carry net thirty day terms, although some winter-dated terms were offered in the company's proprietary skiwear line. Sales to the agricultural market (flow controls, plastic tanks) also experience some seasonality, building in the fall for winter/spring delivery. Certain sales to agricultural customers offer spring dating terms for late fall and early winter shipments. The resulting fluctuations in inventory and accounts receivable balances may require, and have required, seasonal short-term financing.
Financial Instruments
The principal financial instruments the company maintains are in accounts receivable, notes receivable and long-term debt. The company believes that the interest rate, credit and market risk related to these accounts is not significant. The company manages the risk associated with these accounts through periodic reviews of the carrying value for non-collectability of assets and establishment of appropriate allowances in connection with the company's internal controls and policies. The company does not enter into hedging or derivative instruments.
Raw Materials
The company obtains a wide variety of materials from numerous vendors. Principal materials include numerous electronic components for the Electronics segment, various plastic resins for the Plastics segment and fabric for the Sewn Products segment. The company has not experienced any significant shortages or other problems in purchasing raw materials to date, and alternative sources of supply are generally available. However, predicting future material shortages and the related potential impact on Raven is not possible.
Patents
The company owns a number of patents. However, Raven does not believe that its business, as a whole, is materially dependent on any one patent or related group of patents. It believes the successful manufacture and sale of its products generally depend more upon its technical expertise and manufacturing skills.
Research and Development
The business segments noted above conduct ongoing research and development efforts. Most of the company's research and development expenditures are directed toward new products in the Electronics and Plastics segments. Total company research and development costs are disclosed in Note 1 to the Consolidated Financial Statements located on page 27 of the Annual Report to Shareholders, incorporated herein by reference.
Environmental Matters
Except as described below, the company believes that it is in compliance in all material respects with applicable federal, state and local environmental laws and regulations. Expenditures relating to compliance for operating facilities incurred in the past have not significantly affected the company's capital expenditures, earnings or competitive position.
In connection with the sale of substantially all of the assets of the company's Glasstite, Inc. subsidiary, the company has agreed to assume responsibility for the investigation and remediation of any pre-October 29, 1999 environmental contamination at the company's Glasstite pickup-truck topper facility in Dunnell, Minnesota as required by the Minnesota Pollution Control Agency (MPCA) or the U.S. Environmental Protection Agency (EPA). The Company and purchaser have conducted a preliminary environmental assessment of the Company's properties. Although this assessment is still being evaluated by the MPCA, on the basis of the preliminary data available there is no reason to believe that any activities which might be required as a result of the findings of the assessment will have a material effect on the company's results of operations, financial position or cash flow of the company. As discussed in Note 4 to the Consolidated Financial Statements, located on pages 28 and 29 of the Annual Report to Shareholders, incorporated herein by reference, the company had accrued $150,000 at January 31, 2000, its best estimate of probable costs to be incurred related to this matter.
Backlog
As of February 1, 2000, the company's backlog of firm orders totaled $44.9 million. Comparable backlog amounts as of February 1, 1999 and 1998 were $47.4 million and $47.2 million, respectively. Approximately $3 million of the February 1, 2000 backlog is not scheduled for shipment by January 31, 2001.
Employees
As of January 31, 2000, the company had approximately 1100 employees, consisting of 400 in the Electronics segment, 300 in the Plastics segment and 400 in the Sewn Products segment. Management believes its employee relations are satisfactory.
Item 2.
Item 2. Properties
All properties, unless otherwise indicated are owned by Raven.
Square Business Location Feet Use Segments - -------- ---- --- --------
Sioux Falls, SD 150,000 Corporate office and All electronics manufacturing
73,300 Storage tank Plastics manufacturing
68,400 Sewn products warehouse Sewn Products
62,300 Plastic sheeting Plastics manufacturing
59,000 Plastic sheeting and hot- Plastics air balloon manufacturing Sewn Products
31,400 Storage tank Plastics manufacturing
27,000 Offices and material Sewn Products handling facility
25,300 Inflatable manufacturing Sewn Products
24,000 Electronics manufacturing Electronics
10,200 Machine Shop Electronics
6,200 Training/meeting center All
31,214 Warehouse Plastics
Albertville, AL 49,600 Storage tank Plastics manufacturing
Tacoma, WA *46,650 Storage tank Plastics manufacturing
Sulphur Springs, TX *45,400 Research balloon Plastics manufacturing
Springfield, OH 30,000 Plastic sheeting Plastics manufacturing
Huron, SD 24,100 Sewing plant Sewn Products
Washington Court 21,500 Storage tank Plastics House, OH manufacturing
St. Louis, MO 21,000 Electronics manufacturing Electronics
Gordo, AL *20,000 Feedmill automation Electronics equipment manufacturing
Square Business Location Feet Use Segments - -------- ---- --- --------
Beresford, SD 20,000 Sewing plant Sewn Products
Madison, SD 20,000 Sewing plant Sewn Products
Salem, SD 15,000 Sewing plant Sewn Products
Parkston, SD 14,000 Sewing plant Sewn Products
* Leased, short-term
Most of the company's manufacturing plants also serve as distribution centers and contain offices for sales, engineering and manufacturing support staff. The company believes that its properties are, in all material respects, in good condition and are adequate to meet existing production needs. The company owns 6.95 acres of undeveloped land adjacent to the other owned property in Sioux Falls which is available for expansion.
Item 3.
Item 3. Pending Legal Proceedings
The company is involved as a defendant in lawsuits, claims or disputes arising in the normal course of business. The settlement of such claims cannot be determined at this time. Management believes that any liability resulting from these claims will be substantially mitigated by insurance coverage. Accordingly, management does not believe the ultimate outcome of these matters will be significant to its results of operations, financial position or cash flows.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There was no matter submitted during the fourth quarter to a vote of security holders of the company.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 10. Executive Officers of the Registrant
Name Age Position Period Served ---- --- -------- -------------
David A. Christensen 65 President and Chief April 1971 to present Executive Officer
Gary L. Conradi 60 Vice President, January 1980 to present Administration
Thomas Iacarella 46 Vice President, August 1998 to present Finance, Secretary and Treasurer
Ronald M. Moquist 54 Executive Vice January 1979 to present President
Each of the above named individuals serves at the pleasure of the Board of Directors on a year-to-year basis.
Item 10. Executive Officers of the Registrant, continued:
Mr. Christensen has been President and Chief Executive Officer of the Company since April 1971. He is a Director of Northern States Power Co., Minneapolis, MN, Medcomp Software, Inc., Colorado Springs, Co, and Wells Fargo & Co., San Francisco, CA.
Mr. Conradi was named Vice President-Administration of Raven Industries, Inc., on June 1, 1999. He served as Vice President- Corporate Services from 1980 to 1999. From 1966 to 1980 he was the company's Director of Personnel.
Mr. Iacarella has been Vice President-Finance, Secretary and Treasurer of the company since 1998. He is the company's Chief Financial Officer. He joined Raven Industries, as Corporate Controller in 1991. Prior to joining Raven Industries, he held positions with Tonka Corporation and Ernst & Young.
Mr. Moquist has been Executive Vice President, of Raven Industries, Inc., since 1985. As Vice President, Raven Industries, 1979-1985 his responsibilities encompassed both corporate and divisional management positions. He joined Raven Industries in 1975 as Sales and Marketing Manager.
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a) Consolidated Financial Statements and Schedule
1. Incorporated by reference from the attached exhibit containing the 2000 Annual Report to Shareholders:
Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statements of Stockholders' Equity and Comprehensive Income Consolidated Statement of Cash Flows Notes to Financial Statements Report of Independent Accountants
2. Included in Part II:
Report of Independent Accountants on Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts
The following schedules are omitted for the reason that they are not applicable or are not required: I, III and IV.
(b) Reports on Form 8-K
An 8-K was filed November 9, 1999 concerning the October 29, 1999 sale of the assets of the company's Glasstite subsidiary.
(c) Exhibits filed
3(a) Articles of Incorporation of Raven Industries, Inc. and all amendments thereto.*
3(b) By-Laws of Raven Industries, Inc.*
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K, continued:
Exhibit Number Description ------ -----------
3(c) Extract of Shareholders Resolution adopted on April 7, 1962 with respect to the by-laws of Raven Industries, Inc.*
10(a) Change in Control Agreement between Raven Industries, Inc. and David A. Christensen dated as of March 17, 1989.*
10(b) Change in Control Agreement between Raven Industries, Inc. and Gary L. Conradi dated as of March 17, 1989.*
10(c) Change in Control Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of March 17, 1989.*
10(d) Change in Control Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of August 1, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended July 31, 1998).
10(e) Employment Agreement between Raven Industries, Inc. and David A. Christensen dated as of November 29, 1999.
10(f) Schedule identifying material details of other Employment Agreements between Raven Industries and other executive officers substantially identical to the Employment Agreement filed as Exhibit 10(e).
10(g) Raven Industries, Inc. 1990 Stock Option Plan adopted January 30, 1990 (incorporated by reference to Exhibit A to the Company's definitive Proxy Statement filed April 25, 1990).
10(h) Deferred Compensation Plan between Raven Industries, Inc. and David A. Christensen dated as of February 1, 1997 (incorporated by reference to Exhibit 10(h) of the Company's Form 10-K for the year ended January 31, 1999).
10(i) Trust Agreement between Raven Industries, Inc. and Norwest Bank South Dakota, N.A. dated April 26, 1989.*
13 2000 Annual Report to Shareholders (only those portions specifically incorporated herein by reference shall be deemed filed with the Commission).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
27 Financial Data Schedule.
* Incorporated by reference to corresponding Exhibit Number of the Company's Form 10-K for the year ended January 31, 1989.
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)
April 28, 2000 By: /S/ David A. Christensen - ----------------------- ------------------------------------ Date David A. Christensen President (Principal Executive Officer and Director)
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.
April 28, 2000 By: /S/ David A. Christensen - ----------------------- ------------------------------------ Date David A. Christensen President (Principal Executive Officer and Director)
April 28, 2000 /S/ Thomas Iacarella - ----------------------- ------------------------------------ Date Thomas Iacarella Vice President, Finance, Secretary and Treasurer (Principal Financial and Accounting Officer)
Directors:
April 28, 2000 /S/ Conrad J. Hoigaard - ----------------------- ------------------------------------ Date Conrad J. Hoigaard
April 28, 2000 /S/ Ronald M. Moquist - ----------------------- ------------------------------------ Date Ronald M. Moquist
April 28, 2000 /S/ Mark E. Griffin - ----------------------- ------------------------------------ Date Mark E. Griffin
April 28, 2000 /S/ Kevin T. Kirby - ----------------------- ------------------------------------ Date Kevin T. Kirby
April 28, 2000 /S/ Anthony W. Bour - ----------------------- ------------------------------------ Date Anthony W. Bour
April 28, 2000 /S/ Thomas S. Everist - ----------------------- ------------------------------------ Date Thomas S. Everist
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of Raven Industries, Inc.:
Our audits of the consolidated financial statements referred to in our report dated March 11, 2000 appearing in the 2000 Annual Report to Stockholders of Raven Industries, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)2 of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota March 11, 2000
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended January 31, 2000, 1999 and 1998
(Dollars in thousands)
--------
Note: - ----
(1) Represents uncollectible accounts receivable written off during the year, net of recoveries.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 10.
Item 10. Executive Officers of the Registrant
Name Age Position Period Served ---- --- -------- -------------
David A. Christensen 65 President and Chief April 1971 to present Executive Officer
Gary L. Conradi 60 Vice President, January 1980 to present Administration
Thomas Iacarella 46 Vice President, August 1998 to present Finance, Secretary and Treasurer
Ronald M. Moquist 54 Executive Vice January 1979 to present President
Each of the above named individuals serves at the pleasure of the Board of Directors on a year-to-year basis.
Item 10. Executive Officers of the Registrant, continued:
Mr. Christensen has been President and Chief Executive Officer of the Company since April 1971. He is a Director of Northern States Power Co., Minneapolis, MN, Medcomp Software, Inc., Colorado Springs, Co, and Wells Fargo & Co., San Francisco, CA.
Mr. Conradi was named Vice President-Administration of Raven Industries, Inc., on June 1, 1999. He served as Vice President- Corporate Services from 1980 to 1999. From 1966 to 1980 he was the company's Director of Personnel.
Mr. Iacarella has been Vice President-Finance, Secretary and Treasurer of the company since 1998. He is the company's Chief Financial Officer. He joined Raven Industries, as Corporate Controller in 1991. Prior to joining Raven Industries, he held positions with Tonka Corporation and Ernst & Young.
Mr. Moquist has been Executive Vice President, of Raven Industries, Inc., since 1985. As Vice President, Raven Industries, 1979-1985 his responsibilities encompassed both corporate and divisional management positions. He joined Raven Industries in 1975 as Sales and Marketing Manager.
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a) Consolidated Financial Statements and Schedule
1. Incorporated by reference from the attached exhibit containing the 2000 Annual Report to Shareholders:
Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statements of Stockholders' Equity and Comprehensive Income Consolidated Statement of Cash Flows Notes to Financial Statements Report of Independent Accountants
2. Included in Part II:
Report of Independent Accountants on Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts
The following schedules are omitted for the reason that they are not applicable or are not required: I, III and IV.
(b) Reports on Form 8-K
An 8-K was filed November 9, 1999 concerning the October 29, 1999 sale of the assets of the company's Glasstite subsidiary.
(c) Exhibits filed
3(a) Articles of Incorporation of Raven Industries, Inc. and all amendments thereto.*
3(b) By-Laws of Raven Industries, Inc.*
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K, continued:
Exhibit Number Description ------ -----------
3(c) Extract of Shareholders Resolution adopted on April 7, 1962 with respect to the by-laws of Raven Industries, Inc.*
10(a) Change in Control Agreement between Raven Industries, Inc. and David A. Christensen dated as of March 17, 1989.*
10(b) Change in Control Agreement between Raven Industries, Inc. and Gary L. Conradi dated as of March 17, 1989.*
10(c) Change in Control Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of March 17, 1989.*
10(d) Change in Control Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of August 1, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended July 31, 1998).
10(e) Employment Agreement between Raven Industries, Inc. and David A. Christensen dated as of November 29, 1999.
10(f) Schedule identifying material details of other Employment Agreements between Raven Industries and other executive officers substantially identical to the Employment Agreement filed as Exhibit 10(e).
10(g) Raven Industries, Inc. 1990 Stock Option Plan adopted January 30, 1990 (incorporated by reference to Exhibit A to the Company's definitive Proxy Statement filed April 25, 1990).
10(h) Deferred Compensation Plan between Raven Industries, Inc. and David A. Christensen dated as of February 1, 1997 (incorporated by reference to Exhibit 10(h) of the Company's Form 10-K for the year ended January 31, 1999).
10(i) Trust Agreement between Raven Industries, Inc. and Norwest Bank South Dakota, N.A. dated April 26, 1989.*
13 2000 Annual Report to Shareholders (only those portions specifically incorporated herein by reference shall be deemed filed with the Commission).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
27 Financial Data Schedule.
* Incorporated by reference to corresponding Exhibit Number of the Company's Form 10-K for the year ended January 31, 1989.
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)
April 28, 2000 By: /S/ David A. Christensen - ----------------------- ------------------------------------ Date David A. Christensen President (Principal Executive Officer and Director)
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.
April 28, 2000 By: /S/ David A. Christensen - ----------------------- ------------------------------------ Date David A. Christensen President (Principal Executive Officer and Director)
April 28, 2000 /S/ Thomas Iacarella - ----------------------- ------------------------------------ Date Thomas Iacarella Vice President, Finance, Secretary and Treasurer (Principal Financial and Accounting Officer)
Directors:
April 28, 2000 /S/ Conrad J. Hoigaard - ----------------------- ------------------------------------ Date Conrad J. Hoigaard
April 28, 2000 /S/ Ronald M. Moquist - ----------------------- ------------------------------------ Date Ronald M. Moquist
April 28, 2000 /S/ Mark E. Griffin - ----------------------- ------------------------------------ Date Mark E. Griffin
April 28, 2000 /S/ Kevin T. Kirby - ----------------------- ------------------------------------ Date Kevin T. Kirby
April 28, 2000 /S/ Anthony W. Bour - ----------------------- ------------------------------------ Date Anthony W. Bour
April 28, 2000 /S/ Thomas S. Everist - ----------------------- ------------------------------------ Date Thomas S. Everist
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of Raven Industries, Inc.:
Our audits of the consolidated financial statements referred to in our report dated March 11, 2000 appearing in the 2000 Annual Report to Stockholders of Raven Industries, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)2 of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota March 11, 2000
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended January 31, 2000, 1999 and 1998
(Dollars in thousands)
--------
Note: - ----
(1) Represents uncollectible accounts receivable written off during the year, net of recoveries.
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a) Consolidated Financial Statements and Schedule
1. Incorporated by reference from the attached exhibit containing the 2000 Annual Report to Shareholders:
Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statements of Stockholders' Equity and Comprehensive Income Consolidated Statement of Cash Flows Notes to Financial Statements Report of Independent Accountants
2. Included in Part II:
Report of Independent Accountants on Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts
The following schedules are omitted for the reason that they are not applicable or are not required: I, III and IV.
(b) Reports on Form 8-K
An 8-K was filed November 9, 1999 concerning the October 29, 1999 sale of the assets of the company's Glasstite subsidiary.
(c) Exhibits filed
3(a) Articles of Incorporation of Raven Industries, Inc. and all amendments thereto.*
3(b) By-Laws of Raven Industries, Inc.*
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K, continued:
Exhibit Number Description ------ -----------
3(c) Extract of Shareholders Resolution adopted on April 7, 1962 with respect to the by-laws of Raven Industries, Inc.*
10(a) Change in Control Agreement between Raven Industries, Inc. and David A. Christensen dated as of March 17, 1989.*
10(b) Change in Control Agreement between Raven Industries, Inc. and Gary L. Conradi dated as of March 17, 1989.*
10(c) Change in Control Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of March 17, 1989.*
10(d) Change in Control Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of August 1, 1998 (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended July 31, 1998).
10(e) Employment Agreement between Raven Industries, Inc. and David A. Christensen dated as of November 29, 1999.
10(f) Schedule identifying material details of other Employment Agreements between Raven Industries and other executive officers substantially identical to the Employment Agreement filed as Exhibit 10(e).
10(g) Raven Industries, Inc. 1990 Stock Option Plan adopted January 30, 1990 (incorporated by reference to Exhibit A to the Company's definitive Proxy Statement filed April 25, 1990).
10(h) Deferred Compensation Plan between Raven Industries, Inc. and David A. Christensen dated as of February 1, 1997 (incorporated by reference to Exhibit 10(h) of the Company's Form 10-K for the year ended January 31, 1999).
10(i) Trust Agreement between Raven Industries, Inc. and Norwest Bank South Dakota, N.A. dated April 26, 1989.*
13 2000 Annual Report to Shareholders (only those portions specifically incorporated herein by reference shall be deemed filed with the Commission).
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
27 Financial Data Schedule.
* Incorporated by reference to corresponding Exhibit Number of the Company's Form 10-K for the year ended January 31, 1989.
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)
April 28, 2000 By: /S/ David A. Christensen - ----------------------- ------------------------------------ Date David A. Christensen President (Principal Executive Officer and Director)
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.
April 28, 2000 By: /S/ David A. Christensen - ----------------------- ------------------------------------ Date David A. Christensen President (Principal Executive Officer and Director)
April 28, 2000 /S/ Thomas Iacarella - ----------------------- ------------------------------------ Date Thomas Iacarella Vice President, Finance, Secretary and Treasurer (Principal Financial and Accounting Officer)
Directors:
April 28, 2000 /S/ Conrad J. Hoigaard - ----------------------- ------------------------------------ Date Conrad J. Hoigaard
April 28, 2000 /S/ Ronald M. Moquist - ----------------------- ------------------------------------ Date Ronald M. Moquist
April 28, 2000 /S/ Mark E. Griffin - ----------------------- ------------------------------------ Date Mark E. Griffin
April 28, 2000 /S/ Kevin T. Kirby - ----------------------- ------------------------------------ Date Kevin T. Kirby
April 28, 2000 /S/ Anthony W. Bour - ----------------------- ------------------------------------ Date Anthony W. Bour
April 28, 2000 /S/ Thomas S. Everist - ----------------------- ------------------------------------ Date Thomas S. Everist
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of Raven Industries, Inc.:
Our audits of the consolidated financial statements referred to in our report dated March 11, 2000 appearing in the 2000 Annual Report to Stockholders of Raven Industries, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)2 of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota March 11, 2000
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended January 31, 2000, 1999 and 1998
(Dollars in thousands)
--------
Note: - ----
(1) Represents uncollectible accounts receivable written off during the year, net of recoveries.