-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GBU+7PiFziyL/FZrB2Rt31nPz04etSYZjfCIS/I/8VMfs698M80L5YkGiR/knRfW oDZnmGJ+fWmSv9PgDqp5JQ== 0001157523-03-001125.txt : 20030417 0001157523-03-001125.hdr.sgml : 20030417 20030417165053 ACCESSION NUMBER: 0001157523-03-001125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030417 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 03654645 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 8607749605 8-K 1 a4378565.txt ROGERS CORP. 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 17, 2003 ROGERS CORPORATION [Exact name of Registrant as specified in its charter] Massachusetts 1-4347 06-0513860 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) One Technology Drive P.O. Box 188 Rogers, Connecticut 06263-0188 (Address of principal executive offices) (Zip Code) (860) 774-9605 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated April 17, 2003 issued by Rogers Corporation. Signature Pursant to the requirements of section 13 or 15 (d) 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. ROGERS CORPORATION (Registrant) By /s/James M. Rutledge --------------------------- James M. Rutledge Vice President, Finance and Chief Financial Officer EX-99 3 a4378565_ex99.txt ROGERS CORP. EXHIBIT 99.1 Exhibit 99.1 Rogers Corporation Reports 50% Increase in Earnings for the First Quarter of 2003 ROGERS, Conn.--(BUSINESS WIRE)--April 17, 2003--Rogers Corporation (NYSE:ROG) announced today that earnings per share for the first quarter of 2003 increased by 50% compared to the first quarter of 2002. Diluted earnings per share for the quarter were $0.36 compared to the $0.24 earned in last year's first quarter. Rogers had projected earnings of between $0.32 and $0.35 per diluted share on revenues of $48 to $51 million. After tax profits were $5.7 million for the first quarter of 2003, compared to $3.9 million for the first quarter of 2002. Net sales in the first quarter were $51.9 million, compared to the $54.6 million sold in the first quarter of 2002, reflecting the divestiture of the Company's Moldable Composites Division ("MCD") that occurred in November of 2002. MCD sales were $8.3 million for the first quarter of 2002. Revenues across most of the Company's product lines improved with strong sales into key market niches. The Company considers its four 50%-owned unconsolidated joint ventures as an integral part of its business. These joint ventures had total revenues in the first quarter of 2003 of $34.0 million. Adding 50% of these joint venture sales to the Company's net sales, Rogers' Combined Sales were $68.9 million compared to $68.7 million in last year's first quarter. (See reconciliation for Combined Sales to net sales below.) Sales of Printed Circuit Materials for the quarter totaled $24.2 million, up 24% from the $19.5 million reported in the first quarter of 2002. Printed Circuit Material sales were also up 12% compared to the fourth quarter of 2002. Revenue increases were driven by strong sales of high frequency laminates into the satellite television and cellular base station infrastructure markets as well as sales of flexible laminates for disk drive applications and increased penetration into cellular telephone handsets. The improved sales into the cellular base station market reflected higher than expected sales to two of the Company's most important customers. First quarter sales of High Performance Foams were $17.3 million, up 10% from quarter one last year. Compared to the fourth quarter of 2002, High Performance Foam revenues increased 11% this quarter, propelled by healthy sales of urethane foams into industrial applications, new polyolefin foam adoptions and progress on R/bak(R) thin tapes. Sales of Other Polymer Materials and Components totaled $10.4 million, down significantly from the $19.4 million in last year's first quarter and the $14.3 million sold during the fourth quarter of 2002. Lower sales for this segment are primarily the result of the Company's divestiture of MCD. The revenues of Rogers' joint ventures increased by over 20% compared to last year's first quarter. Sales at Durel Corporation, the largest of Rogers' joint ventures, were 17% higher for the first quarter of 2003 compared to the first quarter of 2002 as a result of strength in automotive and cell telephone programs. Due to seasonality, sales in the first quarter were 17% lower than the fourth quarter of 2002. Capital expenditures were $3.7 million during this year's first quarter. The Company is planning on total capital expenditures for 2003 of approximately $25 million, mainly reflecting the move of the polyolefin business to Carol Stream, Illinois and the expansion of manufacturing operations in China. Rogers continues to strengthen its already solid balance sheet. The Company is generating positive cash from operations, lowering days of sales outstanding for accounts receivable and keeping inventories under control. Although the Company made a $3.1 million voluntary early contribution to its pension plans during the first quarter, its cash position, including short-term investments, increased $1.3 million to $30.2 million and it continues to be essentially debt free. Manufacturing margins increased in the first quarter of 2003 to 32% compared to 30% in the first quarter of 2002. Increasing margins are the result of improved efficiencies from the Company's Six Sigma efforts, cost reductions, and greater operating leverage from higher margin products. Walter E. Boomer, Chairman of the Board and Chief Executive Officer, commented, "We are pleased with our results despite the difficult economic environment affecting many of the markets we serve. Looking forward, we anticipate that for the second quarter we can achieve earnings in the range of $0.32 to $0.36 per diluted share, an increase of between 14% and 29% over the second quarter last year, on sales of between $49 and $52 million. In our outlook for the second quarter we see a mixture of negatives and positives. The economy does not appear to be improving and the second quarter of the year is typically a slow time for some of our primary markets. Having said that, we continue to make improvements in our operations, control our expenses, introduce products into new applications, gain market share in several areas, and forge ahead with our plans for the future." Safe Harbor Statement Statements in this news release that are not strictly historical may be deemed to be "forward-looking" statements which should be considered as subject to the many uncertainties that exist in the Company's operations and environment. These uncertainties, which include economic conditions, market demand and pricing, competitive and cost factors, and the like, are incorporated by reference in the Rogers Corporation 2002 Form 10-K filed with the Securities and Exchange Commission. Such factors could cause actual results to differ materially from those in the forward-looking statements. Additional Information and April 18th Conference Call For more information, please contact the Company directly, visit Rogers website on the Internet, or send a message by email. Website Address: http://www.rogerscorporation.com Financial E-mail: finfo@rogers-corp.com Financial News Contact: James M. Rutledge, Vice President Finance and Chief Financial Officer, Phone: 860-774-9605, FAX: 860-779-5585 Editorial Contact: Debra J. Granger, Phone: 860-774-9605, FAX: 860-779-5509, email: debra.granger@rogers-corp.com A conference call to discuss first quarter results will be held on Friday, April 18th at 9:00AM (Eastern Time). Rogers participants in the conference call will be: Walter E. Boomer, Chairman of the Board and CEO Robert D. Wachob, President and COO James M. Rutledge, Vice President Finance and CFO Robert M. Soffer, Vice President and Secretary A Q&A session will immediately follow management's comments. To participate in the conference call, please call: 1-800-574-8929 toll-free in the United States and 1-706-634-1907 internationally. There is no passcode for the live teleconference. For playback access, please call: 1-800-642-1687 in the United States and 1-706-645-9291 internationally through 11:59PM, Friday, April 25th. The passcode for the audio replay is 9613137. The call will also be webcast live in a listen only mode. The webcast may be accessed through links available on the Rogers Corporation website at www.rogerscorporation.com. Replay of the archived webcast will be available on the Rogers website beginning two hours following the webcast. Presentation of Information in this Press Release In an effort to provide investors with additional information regarding the Company's results, the Company may disclose certain Non-GAAP information which management believes provides useful information to investors. Management sometimes refers to "Combined Sales" which are defined as net sales (as reported under GAAP) plus 50% of the revenues from the Company's four unconsolidated joint ventures. These unconsolidated joint ventures are viewed by management as an integral part of the Company's business and contribute towards the Company's profits. Reconciliation of Non-GAAP Financial Information (Dollars in Thousands) First Quarter 2003 2002 Net Sales, as reported in this report and in accordance with generally accepted accounting principles $51.9 $54.6 50% of Rogers' Joint Venture Sales 17.0 14.1 Combined Sales $68.9 $68.7 Consolidated Statements of Income Quarters Ended (In Thousands, Except Per Share Amounts) March 30, March 31, 2003 2002 Net Sales $51,878 $54,558 Costs and Expenses: Cost of Sales 35,390 38,315 Selling and Administrative 9,701 10,109 Research and Development 2,838 3,465 Total Costs and Expenses (Including Depreciation and Amortization of: 2003 - $3,392; 2002 - $3,656) 47,929 51,889 Operating Income 3,949 2,669 Other Income less Other Charges 3,628 2,607 Interest Income/(Expense), Net 75 (97) Income Before Income Taxes 7,652 5,179 Income Taxes 1,913 1,295 Net Income $5,739 $3,884 Net Income Per Share: Basic $0.37 $0.25 Diluted $0.36 $0.24 Shares Used in Computing: Basic 15,572 15,403 Diluted 16,038 16,049 Consolidated Balance Sheets (In Thousands) March 30, December 29, 2003 2002 ASSETS Current Assets: Cash and Cash Equivalents $28,187 $22,300 Short-term Investments 2,036 6,628 Accounts Receivable, Net 33,050 32,959 Accounts Receivable - Joint Ventures 1,829 1,414 Note Receivable, Current 2,100 0 Inventories 18,072 18,069 Other Current Assets 6,663 6,305 Total Current Assets 91,937 87,675 Notes Receivable 9,900 12,000 Property, Plant and Equipment, Net 101,118 99,883 Investment in Unconsolidated Joint Ventures 22,684 21,860 Pension Asset 8,951 8,951 Goodwill and Other Intangible Assets, Net 22,200 22,204 Other Assets 5,145 5,128 Total Assets $261,935 $257,701 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts Payable $8,975 $10,125 Accrued Employee Benefits and Compensation 8,489 10,414 Other Current Liabilities 17,327 14,241 Total Current Liabilities 34,791 34,780 Noncurrent Deferred Income Taxes 8,517 8,308 Noncurrent Pension Liability 19,614 22,658 Noncurrent Retiree Health Care and Life Insurance Benefits 6,197 6,197 Other Long-Term Liabilities 2,444 2,720 Shareholders' Equity 190,372 183,038 Total Liabilities and Shareholders' Equity $261,935 $257,701 These statements are subject to year-end audit. CONTACT: Rogers Corporation (Financial News Contact) James M. Rutledge, 860/774-9605 or Rogers Corporation (Editorial Contact) Debra J. Granger, 860/774-9605 debra.granger@rogers-corp.com -----END PRIVACY-ENHANCED MESSAGE-----