<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM-10Q
(MARK ONE)
X - QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED JUNE 30, 1995 OR
- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ________ TO _________
Commission File Number 0-2129
__________________________________
THE RAYMOND CORPORATION
(Exact name of registrant as specified in its charter)
SOUTH CANAL STREET, GREENE, NEW YORK 13778
(Address of registrants's principal executive office)
(607) 656-2311
(Registrant's telephone number)
New York 15-0372290
(State of Incorporation) (I.R.S. Employer
Identification Number)
__________________________________
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sectons 13 or 15(d) of the Securites
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____
The number of shares of common stock outstanding as of
July 31, 1995 was 6,827,523.
<PAGE>
THE RAYMOND CORPORATION
INDEX to FORM-10Q
PART I. FINANCIAL INFORMATION Page
------
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets - June 30, 1995
and December 31, 1994 3 - 4
Condensed Consolidated Statements of Income - Quarters
and Six Month Periods ended June 30, 1995 and
June 30, 1994 5
Condensed Consolidated Statements of Cash Flows - Six Month
Periods ended June 30, 1995 and June 30, 1994 6 - 7
Notes to Condensed Consolidated Financial Statements 8 - 9
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 10 - 14
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 15
Item 5 - Other Information 15
Item 6 - Exhibits and Reports on Form 8-K 16
Signature 16
<PAGE>
Part I - Financial Information
Item I - Financial Statements
THE RAYMOND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited) (note)
ASSETS 6/30/95 12/31/94
____________________________________________________________________________
Manufacturing Current Assets:
Cash and cash equivalents $4,355,336 $5,351,161
Accounts receivable, net 34,771,223 32,910,361
Inventories 37,479,960 30,911,341
Recoverable income taxes 1,627,291 -
Deferred income taxes* 4,864,243 3,764,243
Prepaid Expenses and other current assets 3,800,058 4,656,816
____________ ____________
Total Manufacturing Current Assets 86,898,111 77,593,922
Investments in and advances to unconsolidated
investees, at equity 20,638,067 16,666,728
Property, plant and equipment, at cost 51,131,097 46,896,174
Less accumulated depreciation (30,757,340) (29,947,379)
__________________________
Net property, plant and equipment 20,373,757 16,948,795
Other non-current assets 4,387,119 5,775,276
____________ ____________
Total Manufacturing Assets 132,297,054 116,984,721
____________ ____________
Financial Services:
Cash and cash equivalents 9,713 72,302
Investment in leases, net 96,712,704 84,724,886
Property, plant and equipment, at cost 330,061 234,712
Less accumulated depreciation (175,361) (162,654)
__________________________
Net property, plant and equipment 154,700 72,058
Rental equipment, at cost 4,339,509 4,327,691
Less accumulated depreciation (2,052,132) (2,004,464)
__________________________
Net rental equipment 2,287,377 2,323,227
Other assets 244,278 198,550
____________ ____________
Total Financial Services Assets 99,408,772 87,391,023
____________ ____________
Total Assets $231,705,826 $204,375,744
============ ============
*Includes both manufacturing and financial services
Note: The December 31, 1994 balance sheet has been derived from
audited financial statements
The accompanying notes are a part of the financial statements.
<PAGE>
THE RAYMOND CORPORATION AND SUBSIDIARIES
(unaudited) (note)
LIABILITIES AND SHAREHOLDERS' EQUITY 6/30/95 12/31/94
____________________________________________________________________________
Manufacturing Current Liabilities:
Accounts payable $13,612,417 $14,194,244
Accrued liabilities 22,130,113 16,782,258
____________ ____________
Total Manufacturing Current Liabilities 35,742,530 30,976,502
Subordinated convertible debentures 57,500,000 57,500,000
Deferred income taxes* 3,989,692 4,184,235
Other liabilities 3,195,814 2,527,320
____________ ____________
Total Manufacturing Liabilities 100,428,036 95,188,057
____________ ____________
Financial Services:
Income taxes* and accrued expenses 4,167,347 4,035,472
Notes payable - banks 23,962,500 6,437,500
Notes payable - insurance companies 14,858,000 17,715,000
____________ ____________
Total Financial Services Liabilities 42,987,847 28,187,972
____________ ____________
SHAREHOLDERS' EQUITY
Common stock (6,703,842 issued in 1995;
6,364,221 issued in 1994) 10,055,763 9,546,332
Capital surplus 17,892,858 12,712,723
Retained earnings 63,431,324 62,566,473
Cumulative translation adjustments (2,781,633) (3,515,662)
Treasury stock, at cost (308,369) (310,151)
____________ ____________
Total Shareholders' Equity 88,289,943 80,999,715
____________ ____________
Total Liabilities and Shareholders' Equity $231,705,826 $204,375,744
============ ============
*Includes both manufacturing and financial services
Note: The December 31, 1994 balance sheet has been derived from
audited financial statements
The accompanying notes are a part of the financial statements.
<PAGE>
THE RAYMOND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
3 Month period ended 6 Month period ended
June 30, June 30,
1995 1994 1995 1994
____________ ____________ ____________ ____________
<S> <C> <C> <C> <C>
REVENUES
Net sales $69,437,408 $55,955,850 $139,062,914 $104,142,367
Rental revenues 416,971 380,729 903,796 766,942
Lease finance revenues 2,257,338 1,625,113 4,383,239 3,254,153
Other income 731,806 615,104 1,500,115 1,620,200
____________ ____________ ____________ ____________
Total revenues 72,843,523 58,576,796 145,850,064 109,783,662
____________ ____________ ____________ ____________
COSTS AND EXPENSES
Cost of sales 53,354,265 43,483,409 107,346,453 80,584,951
Cost of rentals 428,882 449,974 841,580 895,609
Selling, general and administrative 9,118,367 7,118,873 18,216,157 14,085,804
Employees' profit sharing 1,016,735 684,653 1,941,084 1,183,777
Interest expense
Lease financing 677,419 555,734 1,254,971 1,238,875
Other 967,106 977,374 1,940,840 1,967,492
Other expenses 1,535,422 1,323,540 3,491,252 2,419,425
____________ ____________ ____________ ____________
Total costs and expenses 67,098,196 54,593,557 135,032,337 102,375,933
____________ ____________ ____________ ____________
INCOME BEFORE TAXES, AND EQUITY IN NET
EARNINGS OF UNCONSOLIDATED INVESTEES 5,745,327 3,983,239 10,817,727 7,407,729
Income tax expense 2,342,912 1,591,168 4,397,456 3,040,235
____________ ____________ ____________ ____________
Income before equity in net
earnings of unconsolidated investees 3,402,415 2,392,071 6,420,271 4,367,494
Equity in net earnings of unconsolidated investees 82,590 71,891 139,789 100,259
____________ ____________ ____________ ____________
NET INCOME $3,485,005 $2,463,962 $6,560,060 $4,467,753
============ ============ ============ ============
NET INCOME PER SHARE
Primary $0.52 $0.37 * $0.98 $0.67 *
============ ============ ============ ============
Fully Diluted $0.40 $0.30 * $0.77 $0.56 *
============ ============ ============ ============
</TABLE>
* Adjusted for the 1995 5% stock dividend
The accompanying notes are a part of the financial statements.
<PAGE>
THE RAYMOND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
6 Month period ended June 30, 1995 1994
____________ ____________
CASH FLOWS FROM OPERATING ACTIVITIES
____________________________________
Net income $6,560,060 $4,467,753
Adjustments to reconcile net income to net cash
used for operating activities:
Depreciation and amortization 2,229,460 2,054,370
Provision for losses on accounts receivable
and investment in leases 842,000 405,000
Earnings of unconsolidated investees,
net of dividends (139,789) (100,259)
Foreign currency transaction losses (gains) 200,408 (621,208)
Acquisition of rental equipment (768,502) (1,062,685)
Gains on dispositions of rental
equipment (555,575) (233,476)
Proceeds from rental fleet sales 933,915 723,550
Losses (Gains) on sale of property, plant and
equipment 54,161 (4,363)
Other items, net (746,981) 334,405
Changes in operating assets and liabilities:
Increase in accounts receivable (2,347,054) (1,122,998)
Increase in investment in leases (12,319,818) (6,516,992)
Increase in inventories, prepaid expenses
and other current assets (7,320,164) (6,706,744)
Increase in accounts payable and accrued
expenses 4,868,985 4,181,942
____________ ____________
Net cash used for
operating activities (8,508,894) (4,201,705)
____________ ____________
CASH FLOWS FROM INVESTING ACTIVITIES
____________________________________
Additions to property, plant and equipment (3,627,848) (1,992,076)
Proceeds received from sales of property,
plant and equipment 16,369 7,500
Investment in, and advances to, unconsolidated
investees (3,647,390) (1,925,672)
____________ ____________
Net cash used for
investing activities (7,258,869) (3,910,248)
____________ ____________
The accompanying notes are a part of the financial statements.
<PAGE>
THE RAYMOND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
6 Month period ended June 30, 1995 1994
____________ ____________
CASH FLOWS FROM FINANCING ACTIVITIES
____________________________________
Net additional borrowings under
lines of credit 3,000,000 0
Repayment of long term debt (4,332,000) (6,339,000)
Capital stock transactions, net 3,040 2,676
Proceeds from long term debt 16,000,000 0
____________ ____________
Net cash provided by (used for) financing
activities 14,671,040 (6,336,324)
Effect of foreign currency rate fluctuations on
cash and cash equivalents 38,309 (196,718)
------------ ------------
Decrease in cash and cash equivalents (1,058,414) (14,644,995)
Cash and cash equivalents at January 1, 5,423,463 28,654,488
------------ ------------
Cash and cash equivalents at June 30, $4,365,049 $14,009,493
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
________________________________________________
Cash paid during the year for:
Income taxes $7,441,784 $2,617,431
Interest $3,080,781 $3,252,433
The accompanying notes are a part of the financial statements.
<PAGE>
THE RAYMOND CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
--- -----------------------
The unaudited financial statements presented herein have been prepared
in accordance with the instructions to Form 10-Q and do not include all
of the information and note disclosures required by generally accepted
accounting principles. These statements should be read in conjunction
with the Company's financial statements and notes thereto in its 1994
Annual Report to Shareholders which is incorporated by reference in its
entirety on Form 10-K for the year ended December 31, 1994. The ac-
companying financial statements have not been examined by independent
accountants, but in the opinion of management such financial statements
include all adjustments, consisting of only normal recurring adjustments,
necessary to summarize fairly the Company's financial position at June
30, 1995 and results of operations for the six month period then ended.
The results of operations for the interim period presented may not be in-
dicative of the results that may be expected for the year.
2. Inventories
--- ------------
The composition of inventories was:
6/30/95 12/31/94
__________________________
Raw materials $14,650,334 $10,310,528
Work in process 20,263,833 18,900,886
Finished goods 2,565,793 1,699,927
__________________________
$37,479,960 $30,911,341
==========================
3. Stock Dividend
--- --------------
On March 4, 1995, the Board of Directors declared an irregular five
percent stock dividend on the Company's outstanding common stock.
On April 14, 1995, shareholders of record as of March 31, 1995 received
one additional share of stock for each twenty shares held. Earnings per
share and weighted average shares outstanding for 1994 have been restated
to reflect the five percent stock dividend.
<PAGE>
THE RAYMOND CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. Long-Term Debt
--- --------------
On February 14, 1995, the Company and Raymond Leasing Corporation
entered into a Revolving Credit and Term Loan Agreement which made
available an additional $15.0 million. The committed facility
provides for a two year working capital line of credit which can be
converted at the Company's option into three, four or five year
term loans.
In the six months ended June 30, 1995, Raymond Leasing Corporation
borrowed $5.0 million under this credit facility for a five year term
at 7.97% and $5.0 million for a five year term at 7.33%. Raymond
Leasing Corporation also borrowed $6.0 million under a similar existing
credit facility for a five year term at 8.40% interest.
5. Contingencies
--- -------------
The Company is currently defending a number of products liability and
similar lawsuits involving industrial accidents. The Company views
these actions, and related expenses of administration, litigation and
insurance, as part of the ordinary course of its business. The Company
has a policy of aggressively defending products liability lawsuits,
which generally take several years to ultimately resolve. A combination
of self-insured retention and insurance is used to manage these risks and
management believes that the insurance coverage and reserves established
for self-insured risks are adequate. The effect of these lawsuits on
future results of operations cannot be predicted because any such effect
depends on the operating results of future periods and the amount and
timing of the resolution of these proceedings. The Company's Dealers
contribute to the funding of the Company's products liability program
and, in turn, the Company indemnifies the Dealers against products
liability expense and manages products liability claims.
The Company is also one of sixteen defendants in a private environmental
lawsuit. The plaintiffs have alleged that scrap metal purchased from
the Company was coated with certain solvents and/or cutting oils.
Plaintiffs have the burden of proving the nature and extent of the
Company's contribution to the site, as well as the burden of proving
what portion of the material delivered to the site was "hazardous" as
that term is defined in the environmental statutes. The Company is
aggressively defending the claim and does not believe it is likely to
have a material adverse effect on the Company.
<PAGE>
Part I - Financial Information
Item 2 - Management Discussion and Analysis of Financial
Condition and Results of Operations
A summary of the period changes in the principal items included in the
consolidated statements of income is shown below: (in thousands)
<TABLE>
<CAPTION>
Changes from Changes from
3 Month period ended 6 Month period ended
June 30, 1994 to June 30, 1994 to
3 Month period ended 6 Month period ended
June 30, 1995 June 30, 1995
AMOUNT % AMOUNT %
_______ _______ _______ _______
<S> <C> <C> <C> <C>
TOTAL REVENUES $14,267 24% $36,066 33%
_______ _______ _______ _______
COSTS AND EXPENSES:
Cost of sales 9,850 22% 26,707 33%
Selling, general and administrative 1,999 28% 4,130 29%
Employees' profit sharing 333 49% 757 64%
Interest expense 111 7% (10) 0%
Other expenses, net 212 16% 1,072 44%
_______ _______ _______ _______
TOTAL COSTS AND EXPENSES 12,505 23% 32,656 32%
_______ _______ _______ _______
INCOME BEFORE PROVISION FOR TAXES 1,762 44% 3,410 46%
PROVISION FOR INCOME TAXES 752 47% 1,357 45%
_______ _______ _______ _______
INCOME BEFORE EQUITY IN EARNINGS
OF UNCONSOLIDATED INVESTEES 1,010 42% 2,053 47%
EARNINGS OF UNCONSOLIDATED INVESTEES 11 15% 40 40%
_______ _______ _______ _______
NET INCOME $1,021 41% $2,093 47%
======= ======= ======= =======
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE RAYMOND CORPORATION AND SUBSIDIARIES
Three Months and Six Months ended June 30, 1995 compared to
Three Months and Six Months ended June 30, 1994
-----------------------------------------------------------
Revenues
--------
Total revenues for the three months ended June 30, 1995 increased by
approximately $14.2 million, or 24% to $72.8 million from $58.6 million for the
three months ended June 30, 1994.
Total revenues were $145.9 million for the first six months of 1995, up $36.1
million or 33% from the $109.8 million reported for the first six months of
1994.
The substantial growth in revenues for the first six months of 1995 as compared
to the first six months of 1994 reflects a continuation of trends noted
throughout 1994 including the overall growth in the North American lift truck
market as well as the Company's success in expanding its distribution into
different markets. The Company's sales to its North American Dealer Network
increased as a result of the increased order entry rate experienced by the
industry as well as the continued success of its new products with the
INTELLIDRIVE/R/ controls technology and increased sales efforts through D.A.R.T.
(the Dealer Alliance for Recruiting and Training). D.A.R.T. is Raymond's program
to increase and improve the sales force at the Dealership level. Other major
increases in revenue were attained as a result of the successful launch of the
new DOCKSTOCKER/TM/ product line of electric, stand-up counterbalanced lift
trucks, increased sales from O.E.M. agreements in both North America and Europe
for products manufactured by Raymond, and sales to Material Handling Associates,
Inc. (M.H.A.). M.H.A. is the Company's 50% owned joint venture company with
Mitsubishi Caterpillar Forklift America Inc. which distributes equipment
manufactured by Raymond through the Caterpillar distribution network. Sales of
repair and replacement parts and increased lease finance income also contributed
to the increase in revenues.
Cost of Sales
-------------
For the second quarter of 1995, cost of sales as a percentage of net sales
improved to 76.8% from 77.7% for the second quarter of 1994. Cost of sales as a
percentage of net sales was 77.2% for the first six months of 1995 and 77.4% for
the comparable 1994 period.
The decrease in cost of sales as a percentage of net sales in the second quarter
of 1995 is due to a more favorable mix of products sold through the
Company's various distribution channels compared to the second quarter of 1994.
In addition, as a result of the increased sales volume, fixed overhead costs
represented a smaller percentage of cost of sales. Improved product design and
increased manufacturing efficiencies have enabled the Company to maintain a
favorable cost of sales percentage in spite of rising material costs and
increased O.E.M. sales.
<PAGE>
Selling, General and Administrative Expenses
--------------------------------------------
For the second quarter of 1995, selling, general and administrative expenses
were $9.1 million or 12.5% of total revenues as compared to $7.1 million or
12.2% of total revenues in the second quarter of 1994. Selling, general and
administrative expenses were $18.2 million or 12.5% of total revenues for the
first six months of 1995 and $14.1 million or 12.8% of total revenues for the
first six months of 1994.
The dollar level increases for both periods reflect increased benefit accruals
and additional expenses incurred to support the growth in sales volume and
increased research and development activities associated with the Company's
continued product development. These expenses included costs to launch the
Dockstocker product line and costs for the Company's International Sales Meeting
held in February.
Interest Expense
----------------
Lease financing operations are conducted through Raymond Leasing Corporation, a
wholly-owned subsidiary of the Company. Lease financing interest expense is
reported net of charges on intercompany borrowings and was approximately $0.7
million in the quarter ended June 30, 1995 as compared with approximately $0.6
million in the comparable quarter in 1994. For the six month period ending June
30, 1995, lease financing interest expense was $1.3 million versus the $1.2
million reported through June 30, 1994. The increased expense in the current
quarter reflects the external borrowings described in Footnote 4 to this Form
10-Q incurred to finance the growth of the lease portfolio.
Other interest expense incurred by the manufacturing divisions for both periods
presented for 1995 was comparable to the corresponding 1994 periods and consists
primarily of interest on the Company's convertible subordinated debentures.
Other Expenses
--------------
Other expenses were approximately $1.5 and $1.3 million, or 2.1% and 2.3% of
total revenues, for the quarters ending June 30, 1995 and 1994, respectively.
For the first six months of 1995, other expenses were $3.5 million or 2.4% of
revenues as compared to $2.4 million or 2.2% of revenue for the first six months
of 1994. The primary components of other expenses are cash discounts paid to
Dealers for the timely payment of invoices and the provision for losses on
accounts and leases receivable. The increased provision for losses on accounts
and leases receivables is the main component of the percentage increase in 1995.
The increased provision for profit sharing reflects the increased profitability
of the Company. The formula for computing the profit sharing provision is
consistent for all periods presented.
Income Tax Expense
------------------
During all periods reported, U.S. and foreign income tax provisions were
computed using the respective expected annual effective tax rates.
<PAGE>
Earnings of Unconsolidated Investees
------------------------------------
The Company's primary unconsolidated investee is G.N. Johnston Equipment Co.
Ltd. ("Johnston"), which is 45% owned by R.H.E. Ltd., a wholly-owned subsidiary
of the Company.
Johnston is the exclusive Canadian distributor for all of the Company's products
with sales and service outlets in the principal business regions of the Dominion
of Canada. Other unconsolidated investees include several Dealerships located
throughout the United States.
The equity in earnings of unconsolidated investees was at approximately the same
level for the corresponding periods reported.
Stock Dividend
--------------
On March 4, 1995, the Board of Directors declared an irregular 5% stock dividend
on the Company's outstanding common stock. On April 14, 1995, shareholders of
record as of March 31, 1995 received one additional share of stock for each
twenty shares held. Earnings per share and weighted average shares
outstanding for 1994 have been adjusted to reflect the 5% stock dividend.
Liquidity and Sources of Capital
--------------------------------
At June 30, 1995, the Company's manufacturing working capital was $51.2 million
and its ratio of manufacturing current assets to manufacturing current
liabilities was 2.4 to 1. At June 30, 1995, the Company and Raymond Leasing
Corporation, its wholly-owned leasing subsidiary, had unused lines of credit
aggregating $31.5 million, of which $12.2 million was available solely to
Raymond Leasing Corporation. These credit facilities enable Raymond Leasing
Corporation to obtain the external funds necessary to repay intercompany
borrowings from The Raymond Corporation as additional cash is required.
Standard & Poor's has raised its credit rating of The Raymond Corporation's
debt to investment grade level. In taking this action, the credit rating agency
cited not only the Company's financial improvement but also its product
technology and increased market coverage. This upgrade should assist the
Company when it negotiates any future financing arrangements.
For the six months ended June 30, 1995, $8.5 million was used to fund operating
activities compared to the $4.2 million used to fund operating activities for
the comparable 1994 period. The cash was used primarily to fund the growth in
the lease portfolio and the increase in other working capital components
necessary to support the higher sales volume.
Cash used for investing activities increased $3.3 million for the first six
months of 1995 compared to the first three months of 1994. This was primarily
due to planned increases in capital expenditures and the Company's commitment to
invest in its Dealer Network.
Cash flows from financing activities reflect the proceeds of long-term debt
obtained by Raymond Leasing Corporation to fund a portion of the continued
growth of the lease portfolio and repay intercompany borrowings. The 1994 debt
repayments include an accelerated payment made from the proceeds of the
convertible subordinated debt proceeds obtained in December 1993.
<PAGE>
In the fourth quarter of 1989, the Board of Directors voted to suspend the
payment of cash dividends on the Company's common stock. Payment of cash
dividends in the future will depend on a variety of factors including the
Company's earnings, cash flow and financial resources as well as certain debt
covenants. At June 30, 1995, approximately $10.1 million of consolidated
retained earnings were free of debt covenant restrictions on cash dividends. In
addition, Raymond Leasing Corporation is subject to certain debt agreements that
limit cash dividends and loans to the Company. These restrictions are not
expected to affect the Company's ability to meet its cash requirements.
Outlook
-------
New equipment orders for the first six months of 1995 were $128.4 million, up
17% from the $109.7 million reported for the first quarter of 1994.
The backlog (unfilled new equipment orders) was $67.4 million at June 30, 1995,
up 17% from the $57.9 million backlog reported for the same period last year and
down $10.7 million from the record backlog level reported at December 31, 1994.
Although the Company participates in what is known as a cyclical industry, it
has attempted to minimize this impact through increased participation in
domestic and international markets through joint venture and O.E.M. supply
agreements as well as the new Dockstocker product line. In the second quarter of
1995, the Company entered into additional Original Equipment Manufacturing
(O.E.M.) agreements with Toyota Industrial Equipment, a division of Toyota Motor
Sales, U.S.A., Inc. and Mitsubishi Caterpillar Forklift American, Inc. Under
terms of these agreements, Raymond will be manufacturing products for
distribution within North America by year-end 1995. These agreements will help
offset the effects of a potentially flattening North American lift truck market.
As planned, both of the Company's manufacturing plants will have their annual
vacation shutdown in the third quarter. During the shutdown, not only will
scheduled maintenance of manufacturing equipment be conducted, but also new
machinery will be installed in the Greene, New York plant as part of its
revitalization plan which encompasses a major upgrading of production equipment
and processes over the next sixteen months. This factory revitalization program
will significantly upgrade the technology of the plant and also increase its
efficiency. The planned expenditures of approximately $12 million will be funded
by a combination of internally generated resources and existing credit
facilities. In addition, the Company will receive assistance from New York
State and local government agencies under a sales tax assistance program and an
interest subsidy grant.
<PAGE>
Part II - Other Information
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
____________________________________________________________
A) An Annual Meeting of Shareholders of The Raymond Corporation was held
on Saturday, April 29, 1995.
C) In the case of each individual nominee named below, authority to vote
was withheld with respect to the number of shares shown opposite their
name in Column 1, and each nominee received the number of votes set
opposite their name in Column 2 for election as director of the
Corporation.
Column 1 Column 2
Name of Nominee Authority Withheld Number of Votes for
--------------- ------------------ -------------------
Ross K. Colquhoun 24,773 5,889,516
John V. Sponyoe 24,937 5,889,352
Lee J. Wolf 24,964 5,889,325
Michael O. Womack 24,937 5,889,352
The resolution to approve the appointment of Ernst & Young LLP as
auditors for the year 1995 was approved by the following vote:
FOR - 5,891,000
AGAINST - 12,968
ABSTAIN - 9,821
The resolution to approve The Raymond Corporation Stock Option
Plan (1995) was approved by the following vote:
FOR - 5,756,215
AGAINST - 98,825
ABSTAIN - 27,219
ITEM 5 - OTHER INFORMATION
____________________________
See Exhibit 99 - Additional exhibits for the news releases related
to the change in officers and directors.
<PAGE>
Part II - Other Information (continued)
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
_________________________________________
A) Exhibits.
11 - Earnings Per Share computation
27 - Financial Data Schedule
99 - Change in Officers & Directors
B) Reports on Form 8-K.
There were no reports on Form 8-K filed for the three months ended
June 30, 1995.
Signature
__________
Pursuant to 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.
THE RAYMOND CORPORATION
by: /s/ William B. Lynn
Date: August 14, 1995 -------------------------
-------------------- William B. Lynn
Executive Vice President
(Principal Financial Officer)
<PAGE>
THE RAYMOND CORPORATION
EXHIBIT 11
Computation of Earnings per Share
(In thousands except per share data)
<TABLE>
<CAPTION>
3 Month period ended 6 Month period ended
June 30, June 30,
1995 1994 (1) 1995 1994 (1)
PRIMARY ____________ ____________ ____________ ____________
<S> <C> <C> <C> <C>
Average shares outstanding 6,676 6,646 6,669 6,646
Net effect of dilutive stock options -
based on the treasury method
using average market price 74 61 71 60
___________ ___________ ___________ ___________
Total 6,750 6,707 6,740 6,706
=========== =========== =========== ===========
Net income $3,485 $2,464 $6,560 $4,468
=========== =========== =========== ===========
Per share amount $0.52 $0.37 $0.97 $0.67
====== ====== ====== ======
(2)
FULLY DILUTED
Average shares outstanding 6,676 6,646 6,669 6,646
Net effect of dilutive stock options -
based on the treasury method using
the period end market price, if higher
than average market price 76 78 76 78
Assumed conversion of 6.50% convertible
subordinated debentures 3,408 3,408 3,408 3,408
___________ ___________ ___________ ___________
Total 10,160 10,132 10,153 10,132
=========== =========== =========== ===========
Net income $3,485 $2,464 $6,560 $4,468
Add 6.50% convertible subordinated
debentures interest, net of federal
income tax effect 617 617 1,233 1,233
___________ ___________ ___________ ___________
Total $4,102 $3,081 $7,793 $5,701
=========== =========== =========== ===========
Per share amount $0.40 $0.30 $0.77 $0.56
====== ====== ====== ======
</TABLE>
(1) Adjusted for the 1995 five percent stock dividend.
(2) The 1995 per share amount of $0.98 reported in the year to date
consolidated financial statements exclude the net effect of dilutive
stock options as the aggregate dilution from these securities was
immaterial (less than three percent of earnings per common share
outstanding).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the June 30,
1995 Form 10-Q and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 4,365
<SECURITIES> 0
<RECEIVABLES> 36,281
<ALLOWANCES> 1,510
<INVENTORY> 37,480
<CURRENT-ASSETS> 86,898<FN>
<PP&E> 51,461
<DEPRECIATION> 30,933
<TOTAL-ASSETS> 231,706
<CURRENT-LIABILITIES> 35,743<FN>
<BONDS> 96,321
<COMMON> 10,056
0
0
<OTHER-SE> 78,234
<TOTAL-LIABILITY-AND-EQUITY> 231,706
<SALES> 139,063
<TOTAL-REVENUES> 145,850
<CGS> 107,346
<TOTAL-COSTS> 109,443
<OTHER-EXPENSES> 23,648
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,941
<INCOME-PRETAX> 10,958
<INCOME-TAX> 4,398
<INCOME-CONTINUING> 6,560
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,560
<EPS-PRIMARY> .98
<EPS-DILUTED> .77
<FN>
Reflects current portion of Manufacturing operations only as accounts for
Financial Services are presented in a non-classified format
</FN>
</TABLE>
<PAGE>
N E W S
--------------------------------------------------------------------------------
For Immediate Release Raymond Corporation
Corporate Headquarters
Greene, New York 13778
607 656-2311
August 3, 1995 FOR FURTHER INFORMATION CONTACT:
Brenda J. Wrigley
Marketing Communications Manager
--------------------------------------------------------------------------------
GREENE, N.Y.: Ross K. Colquhoun, Chairman and CEO of The Raymond Corporation
announced today the election of James J. Malvaso as President and COO of The
Raymond Corporation.
Mr. Malvaso will have operations responsibility for the Corporation, including
the facilities in Syracuse and Greene, New York and Brantford, Ontario.
Since joining the Corporation, Mr. Malvaso has focused on modernizing the Greene
manufacturing facility. Process improvements have led to increased operating
profits for that division. The Greene manufacturing plant has attained world
class quality and delivery standards in a period of significant international
growth for the Corporation.
Mr. Malvaso joined The Raymond Corporation in July 1993 as General Manager of
Greene Operations. He was elected Vice President of Operations in January 1994.
Prior to joining the Company, he was Vice President of Operations for
Pfaudler-U.S., Inc. of Rochester, New York, a manufacturer of glass lined
reactors, pressure vessels and accessories. He also held positions as Vice
President of Sales and Vice President of Operations for General Railway Signal
Company, a unit of General Signal Corporation.
Mr. Malvaso received his MBA from the University of Rochester's Simon School in
1984 and a Bachelor's Degree from LeMoyne College in Syracuse, New York in 1972.
The Raymond Corporation, specializing in narrow aisle lift trucks and order
picking products, is based in Greene, New York. Additional facilities include a
Parts Distribution Center in East Syracuse, New York and a manufacturing
facility in Brantford, Ontario, Canada. Raymond manufactures materials handling
equipment for the transportation, selection and storage of materials.
<PAGE>
N E W S
--------------------------------------------------------------------------------
For Immediate Release Raymond Corporation
Corporate Headquarters
Greene, New York 13778
607 656-2311
August 3, 1995 FOR FURTHER INFORMATION CONTACT:
Brenda J. Wrigley
Marketing Communications Manager
--------------------------------------------------------------------------------
GREENE, N.Y.: George G. Raymond, Jr. has announced that the Board of Directors
of The Raymond Corporation has elected Mr. Ross K. Colquhoun Chairman of the
Board and CEO.
In making the announcement, Mr. Raymond said that the Board recognized the
expanded character and globalization of the Company, as well as the need for an
orderly succession plan to meet the changing challenges of today and tomorrow.
"These changes will allow Mr. Colquhoun to devote more time to expansion and
growth in key areas in which our Company trades," noted Mr. Raymond. "We have
been very successful in growing our distribution and this effort will continue."
Mr. Colquhoun was elected President and COO of the Raymond Corporation in July
1987. In November 1987 he was elected CEO. Prior to joining Raymond he had been
President and Chairman of the Board of Johnston Equipment Company, Ltd.,
Raymond's Canadian Dealer.
As President and CEO of The Raymond Corporation, Mr. Colquhoun has overseen a
revitalization in three key areas of the business: manufacturing, research and
development, and the distribution system. During his tenure, the Company has
made significant inroads into international markets and has been able to expand
worldwide alliances and distribution because of its ability to provide reliable,
more productive, affordable products to its customers. Particular emphasis on
research and development has enabled the Company to shorten delivery times for
new product development. It also has helped the Company to incorporate the
advanced generations of the intellidrive/R/ control system into most of the
product line. This patented control system has established a world standard for
lift truck controls.
Mr. Raymond was elected to the new position of Chairman of the Executive
Committee of the Board of Directors. Mr. Raymond will continue as a consultant
to the Company.
The announcement was made following a quarterly Board of Directors meeting held
this week in Cooperstown, New York. The new responsibilities are effective
immediately.
The Raymond Corporation, specializing in narrow aisle lift trucks and order
picking products, is based in Greene, New York. Additional facilities include a
Parts Distribution Center in East Syracuse, New York and a manufacturing
facility in Brantford, Ontario, Canada. Raymond manufactures materials handling
equipment for the transportation, selection and storage of materials.
