LOCTITE CORP
10-Q, 1996-05-10
ADHESIVES & SEALANTS
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<PAGE>   1
 
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
 
                                   FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
 
                                       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 1-7608
 
                              LOCTITE CORPORATION
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
            <S>                                      <C>
                     DELAWARE                                06-0701067
           (State or other jurisdiction                    (I.R.S. Employer
        of incorporation or organization)                 Identification No.)
                   
</TABLE>
 
               10 COLUMBUS BOULEVARD, HARTFORD, CONNECTICUT 06106
          (Address of principal executive offices, including zip code)
 
                                 (860) 520-5000
              (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 [ ]
 
     The number of shares of common stock outstanding as of March 31, 1996, was
32,170,179, $.01 par value.
 
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                     [This page intentionally left blank.]
<PAGE>   3
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                        PAGE NO.
                                                                                        --------
<S>      <C>         <C>                                                                <C>
PART I.
                     FINANCIAL INFORMATION

         Item 1.     Financial Statements

                     Consolidated Statement of Earnings and Retained Earnings for
                       the three-month periods ended March 31, 1996 and 1995........          2

                     Consolidated Statement of Cash Flows for the three-month
                       periods ended March 31, 1996 and 1995........................          3

                     Consolidated Balance Sheet at March 31, 1996 and
                       December 31, 1995............................................          4

                     Notes to Consolidated Financial Statements.....................          6

         Item 2.     Management's Discussion and Analysis of Results of Operations
                       and Changes in Financial Condition...........................          7

PART II.

                     OTHER INFORMATION

         Item 6.     Exhibits and Reports on Form 8-K...............................         11
         Signatures  ...............................................................         12
</TABLE>
 













































                                        1
<PAGE>   4
 
                         PART I. FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
                              LOCTITE CORPORATION
 
                       CONSOLIDATED STATEMENT OF EARNINGS
                             AND RETAINED EARNINGS
 
(Unaudited)
(amounts in thousands, except per share amounts)
 
<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                                                              MARCH 31, 
                                                                         1996           1995
                                                                       -----------------------
<S>                                                                    <C>            <C>
Net sales............................................................  $200,214       $196,797
Cost of sales........................................................    76,482         73,932
                                                                       --------       --------
Gross margin.........................................................   123,732        122,865
                                                                       --------       --------
Research & development expense.......................................     7,237          7,183
Selling, general and administrative expenses.........................    83,856         81,474
                                                                       --------       --------
                                                                         91,093         88,657
                                                                       --------       --------
Earnings from operations.............................................    32,639         34,208
Investment income....................................................     1,640          1,271
Interest expense.....................................................    (2,585)        (1,744)
Other income.........................................................        80            174
Foreign exchange gain (loss).........................................       171           (612)
                                                                       --------       --------
Earnings before income taxes.........................................    31,945         33,297
Provisions for income taxes..........................................     8,306          8,657
                                                                       --------       --------
Net earnings.........................................................    23,639         24,640
Retained earnings, beginning of period...............................   351,487        389,514
Less:
Cash dividends declared (1996 -- $.25 and
  1995 -- $.21)......................................................     8,049          7,528
Stock repurchases....................................................    76,452          2,522
                                                                       --------       --------
Retained earnings, end of period.....................................  $290,625       $404,104
                                                                       ========       ========
Earnings per share...................................................  $   0.72       $   0.70
                                                                       ========       ========
Average number of shares outstanding.................................    32,821         35,368
                                                                       ========       ========
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
























                                        2
<PAGE>   5
 
                              LOCTITE CORPORATION
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 
(Unaudited)
(dollars in thousands)
 
<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                           1996         1995
<S>                                                                      <C>          <C>
                                                                         ---------------------
Cash flows from operating activities:
  Net earnings.........................................................  $ 23,639     $ 24,640
  Adjustments to reconcile net earnings to net cash provided by
     operating activities:
     Depreciation and amortization.....................................     8,293        8,114
     Deferred income taxes.............................................    (2,044)        (374)
     Provision for losses -- accounts receivable.......................       721          831
  Change in:
     Trade and other receivables.......................................   (16,570)     (15,819)
     Inventory.........................................................    (3,124)      (5,428)
     Prepaid and other current assets..................................    (3,922)      (4,585)
     Accounts payable and accrued expenses.............................     1,313      (12,861)
     Interest payable..................................................     1,677          363
     Taxes payable.....................................................     3,624        5,950
  Other................................................................      (312)       2,491
                                                                          -------      -------
Cash provided by operating activities..................................    13,295        3,322
                                                                          -------      -------
Cash flows from investing activities:
  Additions to property, plant and equipment...........................    (4,137)      (6,030)
  Dispositions of property, plant and equipment........................       140          176
  Goodwill & intangible portion of acquisitions........................    (1,051)      (4,898)
  Change in short-term investments.....................................     7,102       (4,754)
  Increase in long-term investments....................................      (115)        (199)
                                                                          -------      -------
Cash provided by (used in) investing activities........................     1,939      (15,705)
                                                                          -------      -------
Cash flows from financing activities:
  Stock repurchases....................................................   (78,186)      (1,909)
  Issuances of common stock............................................     1,984        1,067
  Dividends paid.......................................................    (8,510)      (7,525)
  Increase in short-term debt..........................................    32,914       11,400
  Payments of long-term debt...........................................      (100)        (106)
  Payments under capital lease obligations.............................      (269)        (510)
                                                                          -------      -------
Cash (used in) provided by financing activities........................   (52,167)       2,417
                                                                          -------      -------
Effect of exchange rate changes on cash................................      (304)         514
                                                                          -------      -------
Decrease in cash and cash equivalents..................................   (37,237)      (9,452)
Cash and cash equivalents:
  Beginning of period..................................................    60,333       33,264
                                                                          -------      -------
  End of period........................................................  $ 23,096     $ 23,812
                                                                          =======      =======
Interest paid..........................................................  $  1,008     $  1,317
Taxes paid (net of refunds)............................................  $  6,881     $  3,087
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                        3
<PAGE>   6
 
                              LOCTITE CORPORATION
 
                           CONSOLIDATED BALANCE SHEET
 
(dollars in thousands, except per share amounts)
 
<TABLE>
<CAPTION>
                                                                                      
                                                                                        
                                                                       MARCH 31,      DECEMBER 31,
                                                                         1996             1995
                                                                      -----------     ------------
                                                                      (UNAUDITED)
<S>                                                                   <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents.........................................   $  23,096        $ 60,333
  Time and certificates of deposit..................................      12,922          20,344
  Marketable securities.............................................         122             126
  Accounts and notes receivable (less allowances of $7,172 and
     $6,651)........................................................     158,863         147,743
  Other receivables.................................................      19,582          17,068
  Inventories:
     Finished goods.................................................      56,355          54,686
     Work in process................................................      21,099          20,063
     Raw materials..................................................      22,702          23,028
                                                                         -------         -------
                                                                         100,156          97,777
  Deferred income tax benefit.......................................      17,074          15,149
  Prepaid expenses and other current assets.........................      23,213          19,395
                                                                         -------         -------
Total current assets................................................     355,028         377,935
                                                                         -------         -------
Venture capital and other long-term investments.....................       4,264           4,149
Property, plant and equipment:
  Land and land improvements........................................      22,534          22,359
  Buildings.........................................................     122,724         124,443
  Machinery and equipment...........................................     211,753         210,538
  Construction in progress..........................................       5,978           5,357
                                                                         -------         -------
                                                                         362,989         362,697
  Less -- accumulated depreciation..................................     158,613         153,613
                                                                         -------         -------
                                                                         204,376         209,084
Deferred income tax benefit.........................................       9,174           8,863
Goodwill (net of amortization of $22,035 and $21,190)...............      97,325          97,840
Other intangibles (net of amortization of $10,428 and $10,128)......      12,183          12,256
Other assets........................................................       5,199           5,501
                                                                         -------         -------
Total assets........................................................   $ 687,549        $715,628
                                                                         =======         =======
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                        4
<PAGE>   7
 
<TABLE>
<CAPTION>
                                                                                      
                                                                                         
                                                                       MARCH 31,      DECEMBER 31, 
                                                                         1996            1995
                                                                      -----------     ------------
                                                                      (UNAUDITED)
<S>                                                                   <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt...................................................   $ 117,998        $ 85,356
  Long-term debt -- current maturities..............................         536             406
  Accounts payable..................................................      39,393          36,003
  Accrued salaries, wages and other compensation....................      18,086          22,164
  Accrued taxes, other than income taxes............................       7,641           7,059
  Accrued income taxes..............................................      24,119          21,242
  Dividends payable.................................................       8,049           8,510
  Accrued pension and retirement benefits...........................       2,438           1,819
  Accrued insurance.................................................       7,232           7,457
  Accrued liabilities -- other......................................      22,886          21,670
                                                                       ---------      ------------
Total current liabilities...........................................     248,378         211,686
                                                                       ---------      ------------
Long-term liabilities:
  Long-term debt....................................................      77,099          77,238
  Capital lease obligations.........................................       1,943           2,161
  Retirement and postretirement obligations.........................      17,731          17,262
  Other.............................................................       9,968          10,483
                                                                       ---------      ------------
                                                                         106,741         107,144
                                                                       ---------      ------------
Stockholders' equity:
  Common stock, $.01 par value:.....................................      47,130          47,489
     Authorized 300,000,000 shares; issued 32,170,179 shares at
       March 31, 1996 and 33,603,019 shares at December 31, 1995
  Retained earnings.................................................     290,625         351,487
  Foreign currency translation adjustment...........................      (4,899)         (1,752)
  Adjustment for minimum pension liability..........................        (426)           (426)
                                                                       ---------      ------------
Total stockholders' equity..........................................     332,430         396,798
                                                                       ---------      ------------
Total liabilities and stockholders' equity..........................   $ 687,549        $715,628
                                                                       =========      ============
</TABLE>
 
                                        5
<PAGE>   8
 
                              LOCTITE CORPORATION
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 -- INTERIM FINANCIAL STATEMENTS
 
     The accompanying unaudited condensed 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. Accordingly, certain information and footnotes required by
generally accepted accounting principles for complete financial statements are
not included herein. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included in the accompanying
unaudited financial statements and are of a normal recurring nature.
 
     The notes to the consolidated financial statements contained in Loctite
Corporation's December 31, 1995 Annual Report on Form 10-K should be read in
conjunction with the consolidated financial statements and notes to consolidated
financial statements contained herein.
 
     Certain reclassifications have been made to the 1995 amounts to conform to
the 1996 presentation.
 
NOTE 2 -- ACQUISITIONS
 
     During the first quarter of 1996, the Company acquired the remaining
forty-nine percent interest in its Loctite Taiwan Co., Ltd. subsidiary, which
brought the Company's percent of voting stock owned to 100%. The cost of this
acquisition is not material to the Company.
 
                                        6
<PAGE>   9
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                             CHANGES IN FINANCIAL CONDITION
 
OPERATIONS
QUARTER ENDED MARCH 31, 1996 VERSUS QUARTER ENDED MARCH 31, 1995
 
     For the quarter ended March 31, 1996, net sales were $200.2 million, an
increase of $3.4 million or 2% over the prior year. Management measures the
results of the Company based on businesses and regions. Trade sales between
regions are reflected as sales of the region servicing the customer. A summary
(in millions) is as follows:
 
<TABLE>
<CAPTION>
                                                       QUARTER     QUARTER                   LOCAL
                                                        ENDED       ENDED       DOLLAR      CURRENCY
                                                       3/31/96     3/31/95     % GROWTH     % GROWTH
                                                       -------     -------     --------     --------
<S>                                                    <C>         <C>         <C>          <C>
SALES:
  European Region....................................  $  86.6     $  83.4          4%           2%
  North American Region..............................     68.3        67.8          1            1
  Latin American Region..............................     24.6        22.9          8           10
  Asian/Pacific Region...............................     20.7        19.6          6           10
                                                        ------      ------       ----         ----
     Total Sales from Ongoing Operations.............    200.2       193.7          3            3
  Luminescent Systems................................       --         3.1         --           --
                                                        ------      ------       ----         ----
     TOTAL SALES.....................................  $ 200.2     $ 196.8          2%           2%
                                                        ======      ======       ====         ====
Industrial Business:
  European Region....................................  $  49.3     $  46.4          6%           5%
  North American Region..............................     41.0        41.7         (2)          (1)
  Latin American Region..............................      5.6         6.5        (13)         (11)
  Asian/Pacific Region...............................     17.6        17.4          1            6
                                                        ------      ------       ----         ----
     Total Sales from Ongoing Operations.............    113.5       112.0          1            2
  Luminescent Systems................................       --         3.1         --           --
                                                        ------      ------       ----         ----
     Total Industrial Business Sales.................  $ 113.5     $ 115.1         (1)%         (1)%
                                                        ======      ======       ====         ====
Automotive Aftermarket Business:
  European Region....................................  $  12.4     $  11.7          5%           4%
  North American Region..............................     17.8        15.5         15           16
  Latin American Region..............................      3.2         2.9          9           14
  Asian/Pacific Region...............................      2.3         1.8         26           26
                                                        ------      ------       ----         ----
     Total Automotive Aftermarket Business Sales.....  $  35.7     $  31.9         12%          12%
                                                        ======      ======       ====         ====
Retail Business:
  European Region....................................  $  24.9     $  25.3         (1)%         (4)%
  North American Region..............................      9.5        10.6        (11)         (11)
  Latin American Region..............................     15.8        13.5         17           19
  Asian/Pacific Region...............................      0.8         0.4        n/m          n/m
                                                        ------      ------       ----         ----
     Total Retail Business Sales.....................  $  51.0     $  49.8          2%           1%
                                                        ======      ======       ====         ====
</TABLE>
 
n/m = not meaningful
 
Certain prior period amounts were reclassified between businesses to conform to
the 1996 presentation.
- ---------------
 
     Average net prices changed as a result of changes in list price, changes in
product mix, changes in customers, and changes in foreign exchange rates. Such
factors are not quantifiable individually due to the diversity of markets,
product formulations, and product packages.
 
                                        7
<PAGE>   10
 
     Sales in the European region grew 4% in U.S. dollars and 2% in local
currency as exchange rate movements were favorable during the first quarter of
1996. The average sales growth of the five major countries (France, Italy, U.K.,
Germany, and Spain) was 2% in U.S. dollars and 1% in local currency. This growth
was limited due to the impact of a slowing European economy and the continuing
impact of a nationwide strike in France during December 1995. The average sales
growth in the major European countries, excluding France, was 6% in U.S. dollars
and 5% in local currency. Sales in the Nordic countries grew by 12% in U.S.
dollars and 6% in local currency and contributed one percentage point to the
U.S. dollar growth in Europe. Central and Eastern Europe sales increased 33% in
U.S. dollars and in local currency and also contributed one percentage point to
the European sales growth in U.S. dollars. Sales in the industrial business in
Europe improved by 6% in U.S. dollars and 5% in local currency. Automotive
aftermarket business sales increased 5% in U.S. dollars and 4% in local
currency. The slower European economy had its most significant impact on the
retail business which reported a sales decrease of 1% in U.S. dollars and 4% in
local currency.
 
     Sales in the North American region increased 1% in both U.S. dollars and
local currency when compared to the corresponding period of 1995. The industrial
business decreased 2% in U.S. dollars and 1% in local currency. Automotive
aftermarket business sales grew by 15% in U.S. dollars and 16% in local
currency. This growth is attributable in part to the introduction of a new
heavy-duty gasketing product and volume growth in existing products. Retail
business sales decreased 11% in both U.S. dollars and local currency as the
Company was impacted by a highly competitive domestic market and temporarily
reduced purchasing activity of some customers in an effort to lower their
inventory levels.
 
     Latin American sales increased 8% in U.S. dollars and 10% in local currency
compared to the first quarter of 1995. Average U.S. dollar sales growth in the
five major countries (Brazil, Colombia, Venezuela, Costa Rica, and Chile) was
6%. Sales in the industrial business decreased by 13% in U.S. dollars and 11% in
local currency compared to the first quarter of 1995. This decline is the result
of the poor industrial climate in Brazil and the related closure of two
automobile plants in the country during 1995. The retail business in the Latin
American region continued its strong growth with a sales increase of 17% in U.S.
dollars and 19% in local currency. Brazil, which accounts for 84% of the Latin
American region's retail sales, reported retail sales growth of 19% in U.S.
dollars attributable to substantial advertising and marketing campaigns.
 
     The Asian/Pacific region's local currency sales gains of 10% were decreased
to 6% in U.S. dollars primarily due to the weakness of the Japanese yen in
relation to the U.S. dollar. Greater diversity within the region resulted in the
sales growth despite Japan recording no local currency sales growth in a
recessed economy. The other Asian/Pacific countries now account for 65% of the
region's total U.S. dollar sales. Hong Kong, China, and Malaysia made the
largest contributions with each country contributing two percentage points to
the region's local currency sales growth. Acquisition of a distribution business
in Hong Kong in April of 1995 contributed to the growth in this country.
 
     The Luminescent Systems business, which consisted of aviation lighting and
electrical component sales, was not considered a strategic fit with the Company
and was sold in November 1995. Luminescent Systems sales for the first quarter
of 1995 were $3.1 million.
 
     Gross margin declined from 62.4% of sales in the first quarter of 1995 to
61.8% in the first quarter of 1996. This decline is due to a lower North
American gross margin resulting from higher manufacturing costs without
corresponding price increases. The lower North American margin was partially
offset by a change in sales mix between regions. A greater percentage of the
Company's total sales were recorded in the European, Latin American, and
Asian/Pacific regions where higher margins are realized.
 
     Operating expenses as a percentage to sales were 45.5% in the first quarter
of 1996, compared to 45.0% for the first quarter of 1995. Operating expenses
increased $2.4 million due primarily to higher marketing expenses to support
advertising campaigns principally in Italy and Brazil and an increase in the
sales and marketing headcount.
 
     Interest expense for the quarter ended March 31, 1996 was $0.8 million
higher than the respective prior year quarter due in large part to average
higher debt levels in the U.S.
 
                                        8
<PAGE>   11
 
     Foreign exchange gain (loss) improved by $0.8 million during the quarter
ended March 31, 1996 versus the corresponding prior year quarter due primarily
to reduced transaction exposures in Central and Eastern Europe and a stable
economy and low inflation in Brazil.
 
     Income taxes, as a percentage of earnings before taxes, were 26% for the
three month periods ended March 31, 1996 and March 31, 1995.
 
FINANCIAL CONDITION
 
     Management relies on cash provided from operations and the strength of the
Company's balance sheet, within prudent limits, to fund growth in operations and
provide an appropriate return to stockholders. The Company's liquidity is
assessed in terms of its overall ability to generate cash and to access the
credit markets on terms favorable to the Company. Of particular importance in
the management of liquidity are cash flows generated from operating activities,
capital expenditure levels, dividends paid, stock repurchases, acquisitions, and
adequate bank lines of credit.
 
     As more fully discussed below, the following table highlights some of the
significant factors which affect consolidated cash flow along with their
correlated effect on the net debt position of the Company.
 
<TABLE>
<CAPTION>
                                                                    QUARTER ENDED MARCH 31,
                                                                   --------------------------
                                                                     1996            1995
                                                                   ---------     ------------
    <S>                                                            <C>           <C>
    (dollars in thousands)
    Net cash flows from operating activities.....................  $  13,295       $  3,322
    Capital expenditures.........................................  $   4,137       $  6,030
    Common stock repurchases.....................................  $  78,186       $  1,909
    Dividends paid...............................................  $   8,510       $  7,525
</TABLE>
 
<TABLE>
<CAPTION>
                                                                   MARCH 31,     DECEMBER 31,
                                                                     1996            1995
                                                                   ---------     ------------
    <S>                                                            <C>           <C>
    (dollars in thousands)
    Cash and short-term investments*.............................  $  36,140       $ 80,803
    Total debt...................................................    198,819        166,338
                                                                     -------        -------
    Net debt.....................................................  $ 162,679       $ 85,535
                                                                     =======        =======
</TABLE>
 
* Includes cash and cash equivalents, time and certificates of deposit, and
  short-term marketable securities.
 
     During the first quarter of 1996, the Company repurchased 1.45 million
shares of Company stock for $75.5 million pursuant to a 3.35 million share stock
repurchase program announced by the Company in August 1995. Through March 31,
1996 a total of 3.21 million shares had been purchased for $159.7 million
pursuant to the plan. Additional expenditures were made in connection with the
systematic repurchase of Company stock for certain of the Company's employee
benefit plans.
 
     Dividends paid to stockholders were $8.5 million for the quarter compared
to $7.5 million for the first quarter of 1995. This increase reflects the net
impact of a 19% increase in dividends per share from $0.21 in the 1995 period to
$0.25 in the 1996 period, and the reduction in outstanding shares of Company
stock resulting from the above mentioned stock repurchase program.
 
     Accounts and notes receivable increased by $11.1 million from December 31,
1995 to March 31, 1996. The largest increases were reported in Western Europe
(France, Italy, Germany, and the U.K.) and Brazil, and were a result of higher
sales during the first quarter of 1996 compared to the fourth quarter of 1995.
 
     The unrealized foreign currency translation adjustment included in
stockholders' equity changed from a loss of $1.8 million at December 31, 1995 to
a loss of $4.9 million at March 31, 1996 due to the impact of a comparatively
stronger U.S. dollar on the Company's net asset position in its foreign
subsidiaries at March 31.
 
                                        9
<PAGE>   12
 
ACQUISITIONS
 
     During the first quarter of 1996, the Company acquired the remaining
forty-nine percent interest in its Loctite Taiwan Co., Ltd. subsidiary, which
brought the Company's percent of voting stock owned to 100%. The cost of this
acquisition is not material to the Company.
 
ENVIRONMENTAL MATTERS
 
     Continuing compliance with existing federal, state, and local provisions
dealing with protection of the environment is not expected to have a material
effect upon the Company's capital expenditures, earnings, competitive position,
or liquidity. As previously reported in its 1995 Annual Report on Form 10-K, the
Company has been investigating a soil and groundwater contamination problem at
its Newington, Connecticut facility. The Company spent approximately $0.2
million in 1993 and approximately $0.5 million in 1994 in continuing subsurface
investigation and is nearing the completion of the investigative phase of the
work at this site. The Company spent approximately $0.9 million in 1995 to
implement a preliminary site remediation plan developed by the Company's
environmental consultants and for additional professional consulting services
related thereto, including additional investigative work, on-going operation and
maintenance of equipment, and initial monitoring costs. The site remediation
plan is currently under review by the Connecticut Department of Environmental
Protection (DEP). The Company expects that the DEP will approve the final site
remediation plan in the second quarter of 1996, which will allow the Company to
implement the plan.
 
     The DEP, in consultation with the U.S. Environmental Protection Agency, has
determined that the Newington facility is not subject to federal jurisdiction as
a hazardous waste storage facility under the Resource Conservation and Recovery
Act. Therefore, the remediation program will be implemented with the oversight
of the DEP. The Company estimates that it will spend $400,000 in 1996 for
engineering fees and construction costs necessary to implement the DEP approved
site remediation plan. Thereafter, the Company expects to spend approximately
$60,000 to $80,000 annually to operate, maintain and monitor the remediation
equipment. The Company does not presently anticipate any further significant
expenditures in connection with site remediation.
 









































                                       10

<PAGE>   13
 
                          PART II.  OTHER INFORMATION
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibits
 
         (27) Financial Data Schedule
 
     (b) Reports on Form 8-K filed during the quarter -- None
 
                                       11
<PAGE>   14
 
                                   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.
 
                                          LOCTITE CORPORATION
                                          (Registrant)
 
Date: May 10, 1996                        By: /s/  DAVID FREEMAN
 
                                          --------------------------------------
                                              David Freeman
                                              Chairman, President and Chief
                                              Executive Officer
 
Date: May 10, 1996                        By: /s/  ROBERT L. ALLER
 
                                          --------------------------------------
                                              Robert L. Aller
                                              Senior Vice President and Chief
                                              Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)
 
                                       12

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<EXCHANGE-RATE>                                      1
<CASH>                                          23,096
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<PP&E>                                         362,989
<DEPRECIATION>                                 158,613
<TOTAL-ASSETS>                                 687,549
<CURRENT-LIABILITIES>                          248,378
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                                0
                                          0
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<SALES>                                        200,214
<TOTAL-REVENUES>                               200,214
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<TOTAL-COSTS>                                   76,482
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<LOSS-PROVISION>                                   721
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<CHANGES>                                            0
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<EPS-PRIMARY>                                     0.72
<EPS-DILUTED>                                     0.72
        

</TABLE>


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