The following commentary on the operating results, liquidity, capital resources,
and financial condition of Raven Industries, Inc. (the Company or Raven) should
be read in conjunction with the unaudited Consolidated Financial Statements in
Item 1 of Part 1 of this Quarterly Report on Form 10-Q (Form 10-Q) and the
Company's Annual Report on Form 10-K for the year ended January 31, 2020.

The Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) is organized as follows:
•Executive Summary
•Results of Operations - Segment Analysis
•Market Conditions and Outlook
•Liquidity and Capital Resources
•Off-Balance Sheet Arrangements and Contractual Obligations
•Critical Accounting Policies and Estimates
•Accounting Pronouncements

EXECUTIVE SUMMARY



Raven is a diversified technology company providing a variety of products to
customers within the industrial, agricultural, geomembrane, construction,
commercial lighter-than-air, and aerospace/defense markets. The Company is
comprised of three unique operating units, classified into reportable segments:
Applied Technology Division (Applied Technology), Engineered Films Division
(Engineered Films), and Aerostar Division (Aerostar). Segment information is
reported consistent with the Company's management reporting structure.

Management uses a number of metrics to assess the Company's performance:



•Consolidated net sales, gross margin, operating income, operating margin, net
income, and diluted earnings per share.
•Cash flow from operations and shareholder returns.
•Return on sales, average assets, and average equity.
•Segment net sales, gross profit, gross margin, operating income, and operating
margin. At the segment level, operating income and margin does not include an
allocation of general and administrative expenses.

Vision and Strategy
Raven's purpose is to solve great challenges. Great challenges require great
solutions. Raven's three unique divisions share resources, ideas, and a passion
to create technology that helps the world grow more food, produce more energy,
protect the environment, and live safely.

The Raven business model is our platform for success. Raven's business model is
defensible, sustainable, and gives us a consistent approach in the pursuit of
quality financial results. This overall approach to creating value, which is
employed across the three business segments, is summarized as follows:

•Intentionally serve market segments with strong growth prospects in both the
near and long term.
•Consistently manage a pipeline of growth initiatives within our market
segments.
•Aggressively compete on quality, service, innovation, and peak performance.
•Attract and develop exceptional leaders who understand business deeply and can
thrive in the Raven Way.
•On a path of continuous improvement, consistently taking actions to streamline
processes, improve efficiencies, and increase value delivered to our customers.
•Value our balance sheet as a source of strength and stability.
•Corporate responsibility is a top priority.

                                       18
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The following discussion highlights the consolidated operating results for the
three-month periods ended April 30, 2020 and 2019. Segment operating results are
more fully explained in the Results of Operations - Segment Analysis section.
                                                                                                            Three Months Ended
                                                                                             April 30,         April 30,
(dollars in thousands, except per-share data)                                                  2020              2019              % Change
Net sales                                                                                   $ 86,496          $ 98,178                 (11.9) %
Gross profit                                                                                  28,467            35,066                 (18.8) %
Gross margin (a)                                                                                32.9  %           35.7  %
Operating income                                                                            $  3,939          $ 15,121                 (74.0) %
Operating margin (a)                                                                             4.6  %           15.4  %
Other income (expense), net                                                                 $   (468)         $    (69)
Net income attributable to Raven Industries, Inc.                                           $  4,047          $ 13,210                 (69.4) %
Diluted earnings per share                                                                  $   0.11          $   0.36

Cash flow from operating activities                                                         $ 11,851          $  8,762                  35.3  %
Cash outflow for capital expenditures                                                       $ (4,434)         $ (1,570)                182.4  %
Cash dividends                                                                              $ (4,658)         $ (4,682)                 (0.5) %
Common share repurchases                                                                    $      -          $ (2,281)

(a) The Company's gross and operating margins may not be comparable to industry
peers due to variability in the classification of expenses across industries in
which the Company operates.



Consolidated Results
For the fiscal 2021 first quarter, net sales were $86.5 million, down $11.7
million, or 11.9%, from $98.2 million in last year's first quarter. All three
operating divisions faced significant challenges related to the pandemic
throughout the last two months of the first quarter, with the revenue shortfall
being mainly driven by a decline in Engineered Films along with lower net sales
in Aerostar. Despite the substantial global economic challenges, Applied
Technology achieved year-over-year sales growth by leveraging industry-leading
products and strong customer relationships. In Aerostar, net sales from
stratospheric platforms was negatively impacted by Department of Defense travel
restrictions which limited Aerostar's ability to fulfill contracts and conduct
flight campaigns for its U.S. Government customers. Engineered Films realized
significant adverse impacts from the pandemic and related economic slowdown,
with the largest decreases in net sales in the geomembrane (specifically in the
energy sub-market), industrial and construction markets.

The Company's operating income for the first quarter of fiscal 2021 was $3.9
million, down $11.2 million, or 74.0%, compared to the first quarter of fiscal
2020. Included in the results for the first quarter of fiscal 2021 was $3.8
million of expenses associated with the Company's investment in Raven Autonomy™.
The year-over-year decrease in operating income was driven principally by the
investment in Raven Autonomy™, a significant decline in operating leverage
within Engineered Films, and delayed stratospheric platform contract fulfillment
in Aerostar stemming from the pandemic.

Net income for the first quarter of fiscal 2021 was $4.0 million, or $0.11 per
diluted share, compared to net income of $13.2 million, or $0.36 per diluted
share, in the prior year comparative period. The prior year's net income
benefited from approximately $1.2 million ($0.03 per diluted share), while the
current year benefited from $0.3 million ($.01 per diluted share) in favorable
discrete tax items. The investment in Raven Autonomy™ reduced net income
attributable to Raven by $2.9 million, or $0.08 per diluted share, in the first
quarter of fiscal 2021.

Applied Technology Division Results
Applied Technology's net sales in the first quarter of fiscal 2021 were $42.0
million, up $0.3 million, or 0.7%, from last year's first quarter.
Geographically, domestic sales were up 4.3% and international sales were down
8.2% year-over-year. Order activity remained strong for Applied Technology;
however, supply chain challenges and enhanced safety precautions temporarily
reduced workforce availability and precluded certain orders from being fulfilled
during the first quarter.

Division operating income in the first quarter of fiscal 2021 was $8.9 million,
down $4.3 million, or 32.5% versus the first quarter of fiscal 2020. The decline
was primarily driven by the division's investment in Raven Autonomy™. This
year's first quarter results included $3.8 million of Raven Autonomy™ related
expenses, primarily research and development investment to drive the
commercialization of its autonomous ag solutions.

                                       19
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Engineered Films Division Results
Engineered Films' fiscal 2021 first quarter net sales were $33.4 million, a
decrease of $10.9 million, or 24.6%, compared to fiscal 2020 first quarter net
sales of $44.3 million. The Company saw demand decline significantly in the
geomembrane (specifically the energy sub-market), construction, and industrial
markets. Historically weak oil prices resulted in a 50 percent decline in rig
counts within the Permian Basin and the division's sales into this end-market
declined commensurately in the first quarter. In the construction and industrial
markets, weak end-market demand resulted in a 20 percent decline versus the
prior year, however, sales into the ag market grew significantly due to
increased market share for high-value grain and silage covers.

Operating income for Engineered Films in the first quarter of fiscal 2021 decreased 74.7% to $1.6 million as compared to $6.4 million in the prior year first quarter. Negative operating leverage on lower sales volume reduced operating income as compared to the prior year.



Aerostar Division Results
Aerostar net sales in the first quarter of fiscal 2021 were $11.2 million, a
decrease of $1.0 million, or 8.5%, compared to fiscal 2020 first quarter net
sales of $12.2 million. Delayed stratospheric balloon flights due to Department
of Defense travel restrictions prevented the execution on certain contracts and
drove the year-over-year decrease in net sales. Partially offsetting this
decline was growth in net sales for aerostats.

Division operating income in the first quarter of fiscal 2021 was $0.3 million,
down $1.7 million versus the first quarter of fiscal 2020. The year-over-year
decline was driven by the lower sales volume and a strategic increase in
research and development expenses to advance product and service capabilities to
drive future growth in core platforms. The radar and stratospheric capabilities
being developed are very unique and are expected to position the division for
future growth.

RESULTS OF OPERATIONS - SEGMENT ANALYSIS



Applied Technology
Applied Technology designs, manufactures, sells, and services innovative
precision agriculture products, autonomous solutions, and information management
tools, which are collectively referred to as precision agriculture equipment,
that help farmers reduce costs, more precisely control inputs, and improve
yields for the global agriculture market.

                                                                                                                Three Months Ended
                                                                                              April 30,         April 30,
(dollars in thousands)                                                                          2020              2019               $ Change            % Change
Net sales                                                                                    $ 42,007          $ 41,725             $    282                  0.7  %
Gross profit                                                                                   20,330            21,337               (1,007)                (4.7) %
Gross margin                                                                                     48.4  %           51.1  %
Operating expenses                                                                           $ 11,391          $  8,101             $  3,290                 40.6  %
Operating expenses as % of sales                                                                 27.1  %           19.4  %

Operating income(a)                                                                          $  8,939          $ 13,236             $ (4,297)               (32.5) %
Operating margin                                                                                 21.3  %           31.7  %

(a) At the segment level, operating income does not include an allocation of general and administrative expenses.

The following factors were the primary drivers of the three-month year-over-year changes:



•Market conditions. The North American ag market continues to be negatively
impacted by low commodity prices, and the pandemic has driven further
uncertainty in the marketplace. Unfavorable oil prices and demand has caused a
significant reduction in ethanol production which has an unfavorable impact on
corn prices. These factors have reduced expected farm income, and OEMs have
responded with plans for lower production of new machines. The Company
anticipates these low commodity prices, and an anticipated tightening of ag
lending, will likely hamper any improvement in ag market conditions throughout
fiscal 2021. The Company does not model comparative market share position for
its divisions, but the Company believes Applied Technology maintained or
increased its market share in the first quarter of fiscal 2021.
•Sales volume and selling prices. First quarter fiscal 2021 net sales increased
$0.3 million or 0.7%, to $42.0 million compared to $41.7 million in the prior
year. Higher sales volume, rather than a change in selling price, was the
primary driver of this increase. Net sales in the first quarter of fiscal 2021
included $2.8 million of last time buy activity to a non-strategic OEM customer,
which was an increase of $1.1 million versus the prior year comparative period.
Strong sales development in the current quarter led to increased sales to OEMs
of new and existing products
                                       20
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which benefited the division. However, supply chain challenges and enhanced
safety precautions temporarily reduced workforce availability and precluded
certain orders from being fulfilled during the first quarter.
•International sales. For the first quarter of fiscal 2021, international sales
totaled $11.1 million, down 8.2% from $12.1 million in the prior year
comparative period. International sales represented 26.5% of segment revenue
compared to 29.1% of segment revenue in the prior year comparative period.
Weaker demand in Canada and Latin America drove the decrease in net sales
internationally.
•Gross margin. Gross margin decreased from 51.1% in the prior year first quarter
to 48.4% in the first quarter of fiscal 2021. The year-over-year decrease in
profitability for the three-month period was driven primarily by higher material
and overhead costs.
•Operating expenses. Fiscal 2021 first quarter operating expenses as a
percentage of net sales was 27.1%, up from 19.4% in the prior year comparative
period. This year's first quarter results included $3.8 million of Raven
AutonomyTM related expenses, primarily research and development investment to
drive the commercialization of its autonomous ag solutions.

Engineered Films
Engineered Films produces high-performance plastic films and sheeting for
geomembrane, agricultural, construction, and industrial applications and also
offers design-build and installation services of these plastic films and
sheeting. Plastic film and sheeting can be purchased separately or together with
installation services.

                                                                                                                   Three Months Ended
                                                                                           April 30,         April 30,
(dollars in thousands)                                                                       2020              2019             $ Change            % Change
Net sales                                                                                 $ 33,398          $ 44,292          $ (10,894)               (24.6) %
Gross profit                                                                                 4,263             8,847             (4,584)               (51.8) %
Gross margin                                                                                  12.8  %           20.0  %
Operating expenses                                                                        $  2,656          $  2,484          $     172                  6.9  %
Operating expenses as % of sales                                                               8.0  %            5.6  %
Operating income(a)                                                                       $  1,607          $  6,363          $  (4,756)               (74.7) %
Operating margin                                                                               4.8  %           14.4  %

(a) At the segment level, operating income does not include an allocation of general and administrative expenses.

The following factors were the primary drivers of the three-month year-over-year changes:



•Market conditions. In the first quarter, the pandemic and related economic
slowdown drove a significant decrease in demand in the geomembrane (specifically
in the energy sub-market), construction and industrial markets. Historically
weak demand for oil, exacerbated by a world-wide over-supply situation, drove
West Texas Intermediate prices to lows not previously realized and resulted in a
50 percent decline in rig counts within the Permian Basin. The Company expects
that demand in the aforementioned markets will continue to be impacted by the
current economic slowdown throughout fiscal 2021. Engineered Films has seen an
increase in demand for high-value grain and silage covers within the ag market.
The Company does not model comparative market share position for its divisions,
but the Company believes Engineered Films maintained its market share in most of
its end markets in the first quarter of fiscal 2021.
•Sales volume and selling prices. First quarter net sales were $33.4 million, a
decrease of $10.9 million, or 24.6%, compared to fiscal 2020 first quarter net
sales of $44.3 million. The division achieved growth in the agriculture
end-market; however, net sales to other end-markets were down year-over-year,
which drove the significant decrease in net sales. Low demand in certain
end-markets has caused selling price and volume to decline in the first quarter
of fiscal 2021 compared to the prior year. Sales volume, measured in pounds
sold, decreased approximately 18% year-over-year for the three-month period
ending April 30, 2020.
•Gross margin. For the three-month period ending April 30, 2020, gross margin
was 12.8% and declined over 7 percentage points from 20.0% in the prior year.
Negative operating leverage from lower sales volume along with lower selling
prices drove the decrease in gross margin.
•Operating expenses. As a percentage of net sales, operating expenses were 8.0%
in the current year three-month period as compared to 5.6% in the prior year
comparative period.

Aerostar


Aerostar serves the aerospace/defense and commercial lighter-than-air markets.
Aerostar's core products include high-altitude stratospheric balloons and radar
systems. These products can be integrated with additional third-party sensors to
provide research, communications, and situational awareness capabilities to
governmental and commercial customers.

                                       21
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                                                                                                                    Three Months Ended
                                                                                            April 30,         April 30,
(dollars in thousands)                                                                        2020              2019            $ Change            % Change
Net sales                                                                                  $ 11,151          $ 12,190          $ (1,039)                (8.5) %
Gross profit                                                                                  3,834             4,881            (1,047)               (21.5) %
Gross margin                                                                                   34.4  %           40.0  %
Operating expenses                                                                         $  3,541          $  2,885          $    656                 22.7  %
Operating expenses as % of sales                                                               31.8  %           23.7  %
Operating income(a)                                                                        $    293          $  1,996          $ (1,703)               (85.3) %
Operating margin                                                                                2.6  %           16.4  %

(a) At the segment level, operating income does not include an allocation of general and administrative expenses.

The following factors were the primary drivers of the three-month year-over-year changes:



•Market conditions. Aerostar's markets are subject to significant variability in
demand due to government spending uncertainties and the timing of contract
awards. The Company does not model comparative market share position for its
divisions, but the Company believes Aerostar has maintained or increased its
market share in the first quarter and fiscal 2021.
•Sales volume. Net sales decreased 8.5% from $12.2 million for the three-month
period ended April 30, 2019, to $11.2 million for the three-month period ended
April 30, 2020. The decrease in revenue was driven by temporary delays in the
execution on contracts due to Department of Defense travel restrictions.
•Gross margin. For the three-month period, gross margin decreased from 40.0% to
34.4% was primarily driven by lower sales volume and an unfavorable sales mix.
•Operating expenses. First quarter fiscal 2021 operating expense was $3.5
million, or 31.8% of net sales, an increase from 23.7% of net sales in the first
quarter of fiscal 2020. Increased investment in R&D drove the increase in
operating expenses as the division continued its investment in the advancement
of its stratospheric and radar technologies.

Corporate Expenses (administrative expenses; other (expense), net; and income
taxes)
                                       `
                                                                Three Months Ended
                                                             April 30,       April 30,
(dollars in thousands)                                          2020           2019
Administrative expenses                                     $   6,940       $  6,475
Administrative expenses as a % of sales                           8.0  %         6.6  %
Other income (expense), net                                 $    (468)      $    (69)
Effective tax rate                                              (13.8) %        12.2  %



Administrative spending for the three-month period of fiscal 2021 was up $0.5
million compared to fiscal 2020. Higher headcount and administrative spending to
support the Company's growth strategy in Raven Autonomy™ led to the increase in
year-over-year spending.

Other income (expense), net consists primarily of activity related to the
Company's equity investments, interest income and expense, and foreign currency
transaction gains or losses. Lower returns on cash and interest expense on
long-term borrowings during the first quarter contributed to the increase in
Other (expense) during the three-month period in fiscal 2021. There were no
significant items in other income (expense), net for the three-month period in
fiscal 2020.

The Company's effective tax rates for the three-month periods ended April 30,
2020 and 2019, were (13.8)% and 12.2%, respectively. The year-over-year
volatility in the effective tax rate for the three-month periods was driven
primarily by an increase in the R&D tax credit. Due to the decrease in pre-tax
income, this resulted in a negative effective tax rate during the first quarter
of fiscal year 2021. Refer to Note 12 Income Taxes of the Notes to the
Consolidated Financial Statements included in Item 1 of this Form 10-Q for more
information on the impact of discrete tax items to the effective tax rate.

                                       22
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MARKET CONDITIONS AND OUTLOOK



Given the unique market challenges, risks, and uncertainties presented as a
result of the global coronavirus (COVID-19) pandemic, the Company identified
four strategic priorities for fiscal 2021: upholding the Raven Way, emphasizing
cash flow and liquidity, protecting the core business and continuing to invest
in Raven Autonomy™. All three of the Company's divisions acted on these
priorities during the first quarter and will continue to do so throughout fiscal
2021.

Applied Technology expects to have a relatively strong year and drive
year-over-year revenue growth with the strength of its product portfolio. The
current year results will benefit from last time purchases from a non-strategic
OEM customer, contributing to net sales growth of approximately $10 million. The
Company remains confident that the division's strong customer relationships,
diverse product offering, and commitment to service, quality, and innovation
will put Applied Technology in a strong position to capture opportunities in the
marketplace. However, low commodity prices, declines in ethanol production,
anticipated tightening of ag lending and OEM plant shutdowns will limit the
division's growth during the remainder of fiscal 2021.

The economic slowdown, driven by the pandemic, negatively affected most end
markets that Engineered Films serves, with the largest impacts being
concentrated in the geomembrane (specifically in the energy sub-market),
construction, and industrial markets. While the duration of the economic
slowdown is still unknown, we are not expecting to see a recovery in the
geomembrane market within fiscal 2021 and we expect a significant year-over-year
decline in revenue for the division. Despite the challenges with the oil
industry, the division is working diligently with our industry partners to
develop innovative solutions that solve great challenges for our customers in
addition to taking advantage of near-term opportunities that exist in the other
markets we serve.

In Aerostar, Department of Defense travel restrictions prevented the execution
on certain contracts during the first quarter and sales were delayed as a
result. The division expects the travel restrictions to be temporary, but the
timing of contract delivery could continue to be pushed out if these travel
restrictions stay in place for an extended period of time. The backlog and
underlying fundamental demand remains very strong for the division's radar and
stratospheric product platforms. The Company expects to complete the fulfillment
of its current aerostat contract in fiscal 2021, which will generate an
additional $7 million in revenue throughout the current fiscal year.

Overall, with conditions constantly changing, the length and duration of this
economic slowdown is still uncertain, but the Company is well prepared to
respond to these challenges. The fundamentals of our company remain very strong,
and we have great confidence in our long-term success.

LIQUIDITY AND CAPITAL RESOURCES



The Company's balance sheet continues to reflect significant liquidity and a
strong capital base. Management focuses on the current cash balance and
operating cash flows in considering liquidity, as operating cash flows have
historically been the Company's primary source of liquidity. Management expects
that current cash, combined with the generation of positive operating cash
flows, will be sufficient to fund the Company's normal operating, investing, and
financing activities beyond the next twelve months. In addition, the Company has
a three-year, $100 million senior revolving credit facility which includes a
$100 million borrowing availability expansion feature. If executed, this allows
the Company's total borrowing capacity to reach $200 million. This credit
facility has a maturity date of September 20, 2022.

The Company's cash balances and cash flows were as follows:


                                  April 30,      January 31,          April 30,
(dollars in thousands)              2020             2020               2019
Cash and cash equivalents        $ 72,581       $    20,707          $ 61,370



                                                                                              Three Months Ended
(dollars in thousands)                                                               April 30, 2020         April 30, 2019
Cash provided by operating activities                                               $      11,851          $       8,762
Cash used in investing activities                                                          (4,290)                (2,441)
Cash provided by (used in) financing activities                                            44,648                (10,665)
Effect of exchange rate changes on cash and cash equivalents                                 (335)                   (73)
Net increase (decrease) in cash and cash equivalents                        

$ 51,874 $ (4,417)


                                       23
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Cash and cash equivalents totaled $72.6 million at April 30, 2020, an increase
of $51.9 million from $20.7 million at January 31, 2020. Cash and cash
equivalents as of April 30, 2019 was $61.4 million. The sequential increase in
cash was driven by a $50.0 million draw down on its credit facility to maximize
the Company's short-term financial flexibility during the COVID-19 global
pandemic.

Operating Activities
Cash provided by operating activities was primarily derived from cash received
from customers, offset by cash payments for inventories, services, and employee
compensation. Cash provided by operating activities was $11.9 million for the
first three months of fiscal 2021 compared with $8.8 million in the first three
months of fiscal 2020. The increase in operating cash flows year-over-year was
driven primarily by actions taken to lower net working capital.

The Company's cash needs have minimal seasonal trends. As a result, the
discussion of trends in operating cash flows focuses on the primary drivers of
year-over-year variability in net working capital. Net working capital and net
working capital percentage are metrics used by management as a guide in
measuring the efficient use of cash resources to support business activities and
growth. The Company's net working capital for the comparative periods was as
follows:
(dollars in thousands)                                                     April 30, 2020         April 30, 2019
Accounts receivable, net                                                  $      60,336          $       67,792
Plus: Inventories                                                                57,101                  58,042
Less: Accounts payable                                                           20,392                  16,179
Net working capital(a)                                                    $      97,045          $      109,655

Annualized net sales(b)                                                         345,984                 392,712
Net working capital percentage(c)                                                  28.0  %                 27.9  %
(a) Net working capital is defined as accounts receivable, (net) plus inventories less accounts payable.
(b) Annualized net sales is defined as the most recent quarter net sales times four for each of the fiscal
periods, respectively.
(c) Net working capital percentage is defined as net working capital divided by annualized net sales.



Net working capital percentage was up slightly year-over-year in the first
quarter of fiscal 2021. However, net working capital decreased $12.6 million
year-over-year in the first quarter. This year-over-year change was driven
primarily by an increase in accounts payable and lower accounts receivable in
Engineered Films due to a decrease in net sales year-over-year.

Inventory levels decreased $0.9 million, or 1.6%, year-over-year from $58.0
million at April 30, 2019, to $57.1 million at April 30, 2020. In comparison,
consolidated net sales decreased $11.7 million, or 11.9%, year-over-year in the
first quarter. The decrease in inventory was primarily driven by the Engineered
Films division improving operational efficiency and aligning inventory levels
with corresponding expected sales.

Accounts receivable decreased $7.5 million or 11.0%, year-over-year to $60.3
million at April 30, 2020, from $67.8 million at April 30, 2019. In comparison,
consolidated net sales decreased $11.7 million, or 11.9%, year-over-year in the
first quarter. Lower sales volume and the timing of cash receipts were the
primary drivers of the year-over-year decrease in accounts receivable.

Accounts payable increased $4.2 million, or 26.0%, year-over-year from $16.2
million at April 30, 2019, to $20.4 million at April 30, 2020. The increase in
accounts payable year-over-year was primarily due to timing of purchases and
optimization of payment terms.

Investing Activities
Cash used by investing activities was $4.3 million for the first three months of
fiscal 2021 compared with cash used of $2.4 million in the first three months of
fiscal 2020. Capital expenditure spending increased $2.9 million compared to the
prior year three-month period due to current year investments in property and
equipment in Engineered Films.

Financing Activities
Cash used for financing activities for the first three months of fiscal 2021
decreased $55.3 million compared to the first three months of fiscal 2020. The
decrease in cash outflows was driven by a $50.0 million draw down on its credit
facility during the first three months of fiscal 2021. There were no borrowings
or repayments in the prior year comparative period. In addition, the prior
fiscal year included $2.3 million of share repurchases in the first three months
compared to no share repurchases in the first three months of fiscal 2021.
Dividends per share for the first three months of fiscal 2021 and 2020 were
consistent at
                                       24
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13.0 cents per share. Total cash outflows for dividends in the three-month periods ended April 30, 2020 and 2019, were $4.7 million for both periods.



Other Liquidity and Capital Resources
The Company entered into a $100 million credit agreement on September 20, 2019,
with a maturity date of September 20, 2022. This agreement (Credit Agreement) is
more fully described in Note 10 Debt of the Notes to the Consolidated Financial
Statements included in Item 1 of this Form 10-Q.

The Credit Agreement contains customary affirmative and negative covenants,
including those relating to financial reporting and notification, limits on
levels of indebtedness and liens, investments, mergers and acquisitions,
affiliate transactions, sales of assets, restrictive agreements, and change in
control as defined in the Credit Agreement. Financial covenants include an
interest coverage ratio and funded indebtedness to earnings before interest,
taxes, depreciation, and amortization as defined in the Credit Agreement. The
Company is in compliance with all financial covenants set forth in the Credit
Agreement.

The Company drew down $50.0 million on its credit facility during fiscal 2021
first quarter to increase its cash position to maximize financial flexibility
during the COVID-19 global pandemic. The borrowings mature on September 20,
2022. Availability under the Credit Agreement for borrowings as of April 30,
2020, was $50.0 million. As the impacts of the risks and uncertainties related
to the pandemic become more clear, the Company expects to make principal
payments on this long-term obligation, including $25.0 million which was repaid
prior to the filing of this Form 10-Q.

Letters of credit (LOCs) totaling $0.1 million and $0.3 million were outstanding
at April 30, 2020 and April 30, 2019, respectively. Any draws required under the
LOCs would be settled with available cash or borrowings under the Credit
Agreement.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS



There have been no material changes in the Company's known off-balance sheet
debt and other unrecorded obligations since the fiscal year ended January 31,
2020.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting policies are those that require the application of judgment
when valuing assets and liabilities on the Company's balance sheet. For a
description of our critical accounting policies and estimates, see Critical
Accounting Policies and Estimates in Item 7 of our Annual Report on Form 10-K
for the year ended January 31, 2020, filed with the SEC. There have been no
material changes to our critical accounting policies during the three-month
period ended April 30, 2020.

ACCOUNTING PRONOUNCEMENTS

See Note 2 Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for a summary of recent accounting pronouncements.

FORWARD-LOOKING STATEMENTS



Certain statements contained in this report are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the expectations, beliefs, intentions or strategies
regarding the future, not past or historical events. Without limiting the
foregoing, the words "anticipates," "believes," "expects," "intends," "may,"
"plans," "should," "estimate," "predict," "project," "would," "will,"
"potential," and similar expressions are intended to identify forward-looking
statements. However, the absence of these words or similar expressions does not
mean that a statement is not forward-looking. The Company intends that all
forward-looking statements be subject to the safe harbor provisions of the
Private Securities Litigation Reform Act.

Although the Company believes that the expectations reflected in such
forward-looking statements are based on reasonable assumptions when made, there
is no assurance that such assumptions are correct or that these expectations
will be achieved. Assumptions involve important risks and uncertainties that
could significantly affect results in the future. These risks and uncertainties
include, but are not limited to, those relating to weather conditions, which
could affect sales and profitability in some of the Company's primary markets,
such as agriculture and construction and oil and gas drilling; or changes in raw
material availability, commodity prices, competition, technology or
relationships with the Company's largest customers, risks and uncertainties
relating to development of new technologies to satisfy customer requirements,
possible development of
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competitive technologies, ability to scale production of new products without
negatively impacting quality and cost, risks of operating in foreign markets,
risks relating to acquisitions, including risks of integration or unanticipated
liabilities or contingencies, and ability to finance investment and net working
capital needs for new development projects, any of which could adversely impact
any of the Company's product lines, risks of litigation, as well as other risks
described in Item 1A., Risk Factors, of the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 2020. The foregoing list is not exhaustive
and the Company disclaims any obligation to subsequently revise any
forward-looking statements to reflect events or circumstances after the date of
such statements. Past financial performance may not be a reliable indicator of
future performance and historical trends should not be used to anticipate
results or trends in future periods.

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