FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: OCTOBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________________________
Commission file number: 0-3136
RAVEN INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
SOUTH DAKOTA 46-0246171
- ---------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
205 EAST 6TH STREET
P.O. BOX 5107
SIOUX FALLS, SD 57117-5107
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(Address of principal executive offices) (Zip code)
605-336-2750
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ___X___ No ______
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF NOVEMBER 30, 1998
- ----------------------- ----------------------------------------
Common Stock 4,694,086 shares
<PAGE>
RAVEN INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
--------
PART I-FINANCIAL INFORMATION
Consolidated Balance Sheets as of October 31, 1998,
January 31, 1998 and October 31, 1997 3
Consolidated Statements of Income for the three months and
nine months ended October 31, 1998 and 1997 4
Consolidated Statements of Cash Flows for the
nine months ended October 31, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
PART II-OTHER INFORMATION 10
<PAGE>
PART I - FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
10/31/98 01/31/98 10/31/97
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents ........................................ $ 2,932 $ 2,850 $ 1,585
Accounts and notes receivable, less allowance for
doubtful accounts of $400, $390 and $352 ....................... 26,841 26,973 23,926
Inventories:
Materials ...................................................... 18,528 17,801 18,870
In process ..................................................... 5,380 3,882 5,107
Finished goods ................................................. 5,716 4,133 5,876
--------- --------- ---------
Total inventories .......................................... 29,624 25,816 29,853
Deferred income taxes ............................................ 1,682 1,686 2,064
Prepaid expenses and other current assets ........................ 391 506 392
--------- --------- ---------
Total current assets ....................................... 61,470 57,831 57,820
--------- --------- ---------
Property, plant and equipment .................................... 56,573 53,805 51,731
Less: accumulated depreciation ................................. 37,311 33,988 32,992
--------- --------- ---------
Net property, plant and equipment .......................... 19,262 19,817 18,739
Note receivable, less current portion ............................ 1,418 1,259 0
Other assets, net ................................................ 3,338 3,683 5,709
--------- --------- ---------
TOTAL ASSETS ..................................................... $ 85,488 $ 82,590 $ 82,268
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable, bank .............................................. $ 0 $ 0 $ 1,000
Current portion of long-term debt ................................ 1,645 1,765 1,119
Accounts payable ................................................. 6,260 7,480 6,156
Accrued liabilities and customer advances ........................ 11,129 10,130 10,797
--------- --------- ---------
Total current liabilities .................................. 19,034 19,375 19,072
Long-term debt, less current portion ............................. 4,512 1,128 2,216
Deferred income taxes ............................................ 524 524 736
Stockholders' equity
Common stock, $1 par value, authorized shares: 100,000,000;
issued: 5,214,989; 5,210,832 and 5,210,686 shares ............. 5,215 5,211 5,211
Paid in capital ................................................ 2,917 2,844 2,773
Retained earnings .............................................. 59,517 57,131 55,170
--------- --------- ---------
67,649 65,186 63,154
Less treasury stock, at cost:
521,403; 386,403 and 352,403 shares ........................ 6,231 3,623 2,910
--------- --------- ---------
Total stockholders' equity ................................. 61,418 61,563 60,244
--------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....................... $ 85,488 $ 82,590 $ 82,268
========= ========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
Page 3
<PAGE>
PART I - FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share data)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
-------------------------- --------------------------
10/31/98 10/31/97 10/31/98 10/31/97
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales ....................... $ 44,787 $ 41,321 $ 113,157 $ 111,062
Cost of goods sold .............. 37,746 35,208 94,664 92,047
---------- ---------- ---------- ----------
Gross profit .................. 7,041 6,113 18,493 19,015
Operating expenses
Selling ....................... 2,219 2,044 6,330 5,998
Administrative ................ 1,625 1,564 4,977 4,817
---------- ---------- ---------- ----------
Operating income ........... 3,197 2,505 7,186 8,200
Interest expense ................ (127) (71) (355) (237)
Other income, net ............... 132 114 312 395
---------- ---------- ---------- ----------
Income before income taxes .... 3,202 2,548 7,143 8,358
Income taxes .................... 1,149 907 2,564 2,981
---------- ---------- ---------- ----------
Net income .................... $ 2,053 $ 1,641 $ 4,579 $ 5,377
========== ========== ========== ==========
Net income per common share:
Basic ................... $ 0.44 $ 0.34 $ 0.96 $ 1.11
Diluted ................. $ 0.44 $ 0.33 $ 0.96 $ 1.10
Cash dividends paid per share ... $ 0.16 $ 0.15 $ 0.48 $ 0.41
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
Page 4
<PAGE>
PART I - FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
--------------------------
10/31/98 10/31/97
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................... $ 4,579 $ 5,377
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization ............................ 4,045 3,944
Provision for losses on accounts receivable .............. 111 157
Deferred income taxes .................................... 4 0
Equity in earnings of affiliate, net of dividends ........ 0 (175)
Change in accounts receivable ............................ 21 1,554
Change in inventories .................................... (3,808) (4,728)
Change in other current assets ........................... 115 39
Change in operating liabilities .......................... (221) (1,697)
Other .................................................... (156) (19)
---------- ----------
Net cash provided by operating activities .................... 4,690 4,452
Cash flows from investing activities:
Capital expenditures ......................................... (3,225) (4,485)
Other ........................................................ 76 255
---------- ----------
Net cash used in investing activities ........................ (3,149) (4,230)
Cash flows from financing activities:
Issuance of short-term debt .................................. 4,000 2,000
Payment of short-term debt ................................... (4,000) (1,000)
Issuance of long-term debt ................................... 5,000 0
Long-term debt principal payments ............................ (1,736) (1,214)
Net proceeds from exercise of stock options .................. 77 123
Dividends paid ............................................... (2,192) (1,985)
Purchase of treasury stock ................................... (2,608) 0
---------- ----------
Net cash used in financing activities ........................ (1,459) (2,076)
---------- ----------
Net increase (decrease) in cash and equivalents .............. 82 (1,854)
Cash and cash equivalents at beginning of period ............... 2,850 3,439
---------- ----------
Cash and cash equivalents at end of period ..................... $ 2,932 $ 1,585
========== ==========
Cash paid during the period for:
Interest ................................................... $ 330 $ 253
Income taxes ............................................... $ 2,803 $ 3,410
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
Page 5
<PAGE>
PART I - FINANCIAL INFORMATION
RAVEN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X of the Securities and Exchange Commission
(SEC). Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month and
nine-month periods ended October 31, 1998 are not necessarily indicative of
the results that may be expected for the year ending January 31, 1999. For
further information, refer to the consolidated financial statements and
notes thereto included in the Company's annual report on Form 10-K for the
year ended January 31, 1998.
2. Details of the earnings per share computation are presented below (dollars
in thousands, except per share data):
<TABLE>
<CAPTION>
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
-------------------------------------------------------
10/31/98 10/31/97 10/31/98 10/31/97
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income ........................... $ 2,053 $ 1,641 $ 4,579 $ 5,377
========== ========== ========== ==========
Average common shares outstanding .... 4,705,531 4,855,159 4,770,460 4,844,941
Dilutive impact of stock options ..... 0 49,389 8,111 54,385
---------- ---------- ---------- ----------
Average common and common
equivalent shares outstanding ...... 4,705,531 4,904,548 4,778,571 4,899,326
========== ========== ========== ==========
Net income per share:
Basic ......................... $ 0.44 $ 0.34 $ 0.96 $ 1.11
Diluted ....................... $ 0.44 $ 0.33 $ 0.96 $ 1.10
</TABLE>
3. In May 1998, the company borrowed $5.0 million under a long-term unsecured
note with Norwest Bank South Dakota, N.A. at 8.0 percent interest. Five
$1.0 million principal payments are due under the note beginning in fiscal
year 2000 and continue through fiscal year 2004.
Page 6
<PAGE>
PART I - FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
At October 31, 1998, the company had $2.9 million in cash compared to $1.6
million as of October 31, 1997. Accounts and notes receivable were $26.8
million, up $2.9 million from October 31, 1997, primarily due to higher sales
levels and the current portion of the note on the sale of Falcon Plastics. The
company had no short-term borrowing on October 31, 1998, compared to $1.0
million the previous year. Long-term debt of $4.5 million as of October 31,
1998, was up from the $2.2 million at October 31, 1997. This debt position is
due to the $5.0 million in long-term financing obtained by the company in the
second quarter. During the third quarter, the company used $923,000 to
repurchase 50,200 shares of its stock at an average price of $18.40 per share.
This brings the total shares repurchased in fiscal 1999 to 135,000 at a total
cost of $2.6 million. The company retains a $5.0 million line of credit. The
company's capital resources continue to be sufficient to fund all of its
activities.
RESULTS OF OPERATIONS
Sales were $44.8 million for the quarter ended October 31, 1998, which was an
increase of $3.5 million over the third quarter of the prior year. The nine
months sales total of $113.2 million was $2.1 million over the comparable period
last year. Net income of $2.1 million or $0.44 per share (diluted) in the third
quarter was $412,000 or $0.11 per share (diluted) above the third quarter of
fiscal 1997. For the nine months, net income of $4.6 million or $0.96 per share
(diluted) was $798,000 or $0.14 per share (diluted) below the same period last
year.
Electronics segment sales were $11.5 million for the third quarter, which was
even with last year. The third quarter operating income for the Electronics
segment was $872,000, $558,000 below the comparable period last year. For the
nine months, sales totaled $34.7 million compared to $32.7 million for the same
nine months of 1997. Operating income for the nine month period totaled $3.1
million, 21 percent less than last year's nine month total. The third quarter
sales results for flow control devices were down 8 percent from last year. This
reflects the expectations of management that the weak agriculture market will
have an unfavorable impact on the sales of flow control devices in the fourth
quarter. Sales of contract electronics were down slightly for the third quarter
ended October 31, 1998, compared to the previous years third quarter. Feedmill
automation sales for the third quarter were up over the comparable period last
year, partially offsetting sales decreases in the other areas.
Plastics segment sales of $19.2 million for the third quarter were up by $2.1
million or 12 percent over third quarter of 1997. Third quarter operating income
for the plastics segment was $1.6 million, up substantially from last year's
level. The nine month sales total was 2 percent over last year's $52.5 million,
while operating income for the same period increased 56 percent to $3.2 million.
For the nine months, sales of industrial plastic storage tanks continues to be
weak. Sales of agricultural plastic tanks are slightly ahead of the nine month
period last year. Damage done by hurricanes and tropical storms in the
southeastern United States led to sharply higher demand for our reinforced
flexible
Page 7
<PAGE>
PART I - FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
films, which are often used in the reconstruction process. Sales of its pickup
truck toppers also experienced some improvement from recent levels.
Sewn Products segment sales of $14.1 million for the third quarter were up $1.4
million or 11 percent over last year's third quarter. Segment year-to-date sales
of $25.9 million were down $803,000 or 3 percent when compared to the nine month
total of 1997. Operating income for the Sewn Products segment was $761,000 for
the quarter and $882,000 for the nine months, down 24 percent and 61 percent
respectively when compared to the same periods last year. Competitive pressures
have pushed down the margins on sales to catalog and other contract customers
which account for approximately 76 percent of the sales for the segment.
Changeovers in design have contributed to an additional temporary decline in
manufacturing efficiency.
Consolidated gross profits, when compared to the same time periods last year,
were up 15 percent for the quarter and down 3 percent for the nine months ended
October 31, 1998. The favorable results for the third quarter were due to
improved margins in the Plastics segment. When compared to last year, selling
and administrative expenses were 7 percent more during the third quarter and 5
percent higher for the first nine months. The higher numbers primarily reflect
increases in selling expenses. These increases were caused by higher design
expense and commissions paid in the Sewn Products segment, due to the product
mix delivered. There was also an increased emphasis on securing new markets in
the Electronics and Plastics segments. Pretax income was $3.2 million for the
third quarter, which compares to $2.5 million for the third quarter of 1997, an
increase of 26 percent. Pretax income for the nine months ended October 31,
1998, of $7.1 million was 15 percent below the same period last year.
YEAR 2000 STATEMENT
The company is working to resolve the potential impact of the 2000 date problem.
This date problem occurs when computer programs that use a two-digit year
designation recognize "00" as year 1900. The company has completed its
assessment of the internal operating software used to run its business and is
mid-way into the process required to correct any of the defects found.
Internally, the company is in the process of analyzing three additional areas
which are: computerized production equipment, computerized building equipment
and products the company sells containing chips and/or software. Externally, the
company is working with its vendors and its customers to insure that there is no
break in the delivery process either with incoming or outgoing shipments. Even
though the company has not completed all of its assessments, management believes
that the costs of addressing this issue will not have a material adverse impact
on the company's financial position. This judgment is supported by two factors.
First, the diversification of the company mitigates the impact of any
significant business risk. Second, the company obtains a wide variety of raw
material from numerous sources, and alternative sources of
Page 8
<PAGE>
PART I - FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
supply are generally available. However, if the company and the third parties
upon which it relies are unable to address this issue in a timely manner, it
could result in a material adverse risk to the company.
SAFE HARBOR STATEMENT
THIS RELEASE CONTAINS DISCUSSIONS OF ITEMS WHICH MAY CONSTITUTE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF FEDERAL SECURITIES LAWS. ALTHOUGH RAVEN
INDUSTRIES BELIEVES THAT EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, IT CAN GIVE NO ASSURANCES THAT
ITS EXPECTATIONS WILL BE ACHIEVED. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER FROM EXPECTATIONS INCLUDE GENERAL ECONOMIC CONDITIONS, WEATHER CONDITIONS
WHICH COULD AFFECT CERTAIN OF THE COMPANY'S PRIMARY MARKETS SUCH AS THE
PRESENTLY UNCERTAIN AGRICULTURAL MARKET OR ITS MARKET FOR OUTERWEAR, OR CHANGES
IN COMPETITION WHICH COULD IMPACT ANY OF THE COMPANY'S PRODUCT LINES.
Page 9
<PAGE>
PART II-OTHER INFORMATION
Item 1. Legal Proceedings: None
Item 2. Changes in Securities: None
Item 3. Defaults upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: None
Item 5. Other Information: None
Item 6. (a) Exhibits Filed: Exh. 27-Financial Data schedule (for SEC only).
(b) Reports on Form 8-K: None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAVEN INDUSTRIES, INC.
/s/ Thomas Iacarella
---------------------------------------
Thomas Iacarella
Vice President, Finance, Secretary
and Treasurer (Principal Financial
and Accounting Officer)
DATE: DECEMBER 10, 1998
Page 10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> OCT-31-1998
<CASH> 2,932
<SECURITIES> 0
<RECEIVABLES> 27,241
<ALLOWANCES> 400
<INVENTORY> 29,624
<CURRENT-ASSETS> 61,470
<PP&E> 56,573
<DEPRECIATION> 37,311
<TOTAL-ASSETS> 85,488
<CURRENT-LIABILITIES> 19,034
<BONDS> 4,512
0
0
<COMMON> 5,215
<OTHER-SE> 56,203
<TOTAL-LIABILITY-AND-EQUITY> 85,488
<SALES> 113,157
<TOTAL-REVENUES> 113,157
<CGS> 94,664
<TOTAL-COSTS> 94,664
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 355
<INCOME-PRETAX> 7,143
<INCOME-TAX> 2,564
<INCOME-CONTINUING> 4,579
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,579
<EPS-PRIMARY> 0.96
<EPS-DILUTED> 0.96
</TABLE>
