Restatement of the Unaudited Consolidated Financial Statements | RESTATEMENT OF THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Management has identified certain financial statement errors as further described below. Vista In conjunction with the identification of the material weakness in internal controls related to the Company’s accounting for goodwill and long-lived assets, including finite-lived assets, the Company reassessed the impairment analysis of the Vista reporting unit that had been performed during the quarter ended October 31, 2015. Based on that reassessment, the Company concluded that there were errors in certain forecast assumptions and in the determination of the unit of account for long-lived asset impairment testing which resulted in a $3,813 understatement of impairment charges related to certain long-lived assets that should have been recorded in the quarter ended October 31, 2015. The Company has corrected this error by recording an impairment charge of $3,813 , reported as "Long-lived asset impairment loss" in the Consolidated Statements of Income and Comprehensive Income. Of the total long-lived asset impairment adjustment, $3,259 was related to amortizable intangible assets related to radar technology, radar customers, and patents and $554 was related to property, plant, and equipment. The Company also determined that the forecast assumption errors resulted in an understatement of the amount of goodwill impairment originally recognized in the quarter ended October 31, 2015 and that the tax-deductible goodwill of the Vista reporting unit should have been fully impaired as of that date. The Company has corrected this error by recording an additional goodwill impairment charge of $4,084 in the quarter ended October 31, 2015. In connection with the acquisition of Vista in 2012, the Company entered into an agreement to make annual payments based upon percentages of specific revenue streams for seven years after the acquisition date. In connection with the errors in the forecast assumptions noted above, the Company determined that there was also an error in determining the fair value of the acquisition-related contingent consideration liability in the quarter ended October 31, 2015. The Company has corrected this error by recording a reduction in "Accrued liabilities" (acquisition-related contingent consideration) of $44 , "Other liabilities" (acquisition-related contingent consideration) of $746 , and "Cost of sales" of $790 for the quarter ended October 31, 2015. As a result of the material weakness in internal controls related to the Company’s monitoring of inventory existence, the Company identified a net $12 understatement of the carrying value of inventory as of October 31, 2015. The Company corrected the error by increasing inventory and reducing "Cost of sales" for the quarter ended October 31, 2015. Other The financial statements are also being adjusted to correct the income tax benefit for the impact of the goodwill, intangibles and acquisition-related contingent consideration liability error corrections noted above, as well as to correct for other tax accounting errors. The aggregate impact of tax accounting errors resulted in a $2,489 increase of "Income tax (benefit) provision", a reduction of "Accrued liabilities" (income tax payable) of $265 , a reduction of "Other Liabilities" (deferred income taxes) of $1,460 , a reduction of "Other liabilities" (uncertain tax positions) of $340 , and a $423 reduction of "Paid-in capital" for the quarter ended October 31, 2015. The effects of the restatement on the Company's unaudited consolidated balance sheets as of October 31, 2015 are as follows (in thousands): October 31, 2015 Consolidated Balance Sheets (unaudited): As Previously Reported Restatement Adjustments As Restated Inventories $ 48,624 $ 12 $ 48,636 Total current assets 126,665 12 126,677 Property, plant and equipment, net 117,760 (554 ) 117,206 Goodwill 44,796 (4,084 ) 40,712 Amortizable intangible assets, net 16,586 (3,259 ) 13,327 Total assets 309,666 (7,885 ) 301,781 Accrued liabilities 11,906 (309 ) 11,597 Total current liabilities 19,973 (309 ) 19,664 Other liabilities 17,057 (2,546 ) 14,511 Paid-in capital 54,342 (423 ) 53,919 Retained earnings 236,922 (4,607 ) 232,315 Total Raven Industries, Inc. shareholders' equity 272,544 (5,030 ) 267,514 Total shareholders' equity 272,636 (5,030 ) 267,606 Total liabilities and shareholders' equity 309,666 (7,885 ) 301,781 The effects of the restatement on the Company's unaudited consolidated statements of income and comprehensive income for the three and nine months ended October 31, 2015 are as follows (in thousands): Three Months Ended October 31, 2015 Nine Months Ended October 31, 2015 Consolidated Statements of Income and Comprehensive Income (unaudited): As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Cost of sales $ 51,440 $ (801 ) $ 50,639 $ 151,014 $ (801 ) $ 150,213 Gross profit 16,171 801 16,972 54,388 801 55,189 Goodwill impairment loss 7,413 4,084 11,497 7,413 4,084 11,497 Long-lived asset impairment loss — 3,813 3,813 — 3,813 3,813 Operating (loss) income (2,727 ) (7,096 ) (9,823 ) 10,916 (7,096 ) 3,820 (Loss) income before income taxes (2,850 ) (7,096 ) (9,946 ) 10,483 (7,096 ) 3,387 Income taxes (benefit) provision (1,291 ) (2,489 ) (3,780 ) 2,960 (2,489 ) 471 Net (loss) income (1,559 ) (4,607 ) (6,166 ) 7,523 (4,607 ) 2,916 Net (loss) income attributable to Raven Industries, Inc. (1,581 ) (4,607 ) (6,188 ) 7,465 (4,607 ) 2,858 Net (loss) income per common share: ─ Basic (0.04 ) (0.13 ) (0.17 ) 0.20 (0.12 ) 0.08 ─ Diluted (0.04 ) (0.13 ) (0.17 ) 0.20 (0.12 ) 0.08 Comprehensive income (loss) 1,237 (4,607 ) (3,370 ) 10,346 (4,607 ) 5,739 Comprehensive income attributable to Raven Industries, Inc. 1,215 (4,607 ) (3,392 ) 10,288 (4,607 ) 5,681 The effects of the restatement on the Company's consolidated statements of shareholders' equity as of and for the nine months ended October 31, 2015 are as follows (in thousands): Nine Months Ended October 31, 2015 Consolidated Statements of Shareholders' Equity (unaudited): As Previously Reported Restatement Adjustments As Restated Net income 7,523 (4,607 ) 2,916 Income tax impact related to share-based compensation (267 ) (423 ) (690 ) Total shareholders' equity as of October 31, 2015 272,636 (5,030 ) 267,606 The effects of the restatement on the Net Cash provided by operating activities of the Company's unaudited consolidated statements of cash flows for the nine months ended October 31, 2015 are as follows (in thousands): Nine Months Ended October 31, 2015 Consolidated Statements of Cash Flows (unaudited): As Previously Reported Restatement Adjustments As Restated Net income $ 7,523 $ (4,607 ) $ 2,916 Change in fair value of acquisition-related contingent consideration (930 ) (790 ) (1,720 ) Goodwill impairment loss 7,413 4,084 11,497 Long-lived asset impairment loss — 3,813 3,813 Deferred income taxes (4,765 ) (1,920 ) (6,685 ) Change in inventories 4,832 (12 ) 4,820 Operating liabilities (12,012 ) (568 ) (12,580 ) Net cash provided by operating activities 35,181 — 35,181 There were no impacts to Net cash used in investing activities or Net cash used in financing activities within our consolidated statement of cash flows nor was there an impact on the Net (decrease) increase in cash and cash equivalents resulting from restatement. The impacts of the restatements have been reflected throughout these unaudited financial statements, including the applicable footnotes, as appropriate. As the Company has been unable to timely file its Quarterly Reports on Form 10-Q for the three and six months ended July 31, 2016 and the three and nine months ended October 31, 2016, the Company is currently non-compliant with NASDAQ Listing Rule 5250(c)(1). In addition, the Company has requested and received covenant waivers from its lenders related to its credit agreement due to its late filing of financial statement information during fiscal 2017 . |