-----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, C51kiZOo+7vVea4u4/CnPcQ74fr/wBQ+NBfH4klwRFFVGVpGcZZ0VZLYwYaEYRmY k9qUYH7Uymqna6KguLt4fw== 0001157523-03-007288.txt : 20031215 0001157523-03-007288.hdr.sgml : 20031215 20031215100144 ACCESSION NUMBER: 0001157523-03-007288 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031215 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 031053212 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/A 1 a4534552.txt ROGERS CORPORATION 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) September 30, 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 2. Acquisition or Disposition of Assets As reported on the Current Report of Form 8-K filed on October 15, 2003, Rogers Corporation (the "Company") and 3M Company ("3M"), on September 30, 2003, executed a Stock Purchase Agreement (the "Purchase Agreement") pursuant to which the Company acquired 3M's 50 percent interest in Durel Corporation ("Durel"), a 50/50 joint venture established between the Company and 3M in 1988. Pursuant to the Purchase Agreement, on September 30, 2003, 3M delivered to the Company 1,000 of its $.01 per share par value common shares in Durel, representing 50 percent of the 2,000 outstanding common shares of Durel. The Company delivered to 3M $26 million in cash consideration, which was funded from the Company's available working capital. The purchase price was agreed upon following an arms length negotiation between the parties. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on October 15, 2003 to include Item 7(a) Financial Statements and Item 7(b) Pro Forma Financial Information. Item 7. Financial Statements and Exhibits (a) Financial statements of business acquired The audited Durel Corporation Balance Sheets as of December 29, 2002 and December 30, 2001, and related Statements of Income, Statements of Shareholders' Equity and Statements of Cash Flows for the years ended December 29, 2002 and December 31, 2001, together with the Report of the Independent Auditors, have been filed with the Company's Annual Report on Form 10-K for fiscal year ended December 29, 2002 and are incorporated by reference herein. The unaudited Durel Corporation Balance Sheets as of September 28, 2003 and December 29, 2002, the unaudited Statements of Income for the nine-month period ended September 28, 2003 and September 29, 2002, and the unaudited Statements of Cash Flows for the nine-month period ended September 28, 2003 and September 29, 2002 are filed as Exhibit 99.1 to this Form 8-K/A. (b) Pro forma financial Information The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 28, 2003, and the related Unaudited Pro Forma Condensed Combined Statements of Income for the nine months ended September 28, 2003 and year ended December 29, 2002 of the Company and Durel Corporation are filed as Exhibit 99.2 to this Form 8-K/A. (c) Exhibits 99.1 The unaudited Durel Corporation Balance Sheets as of September 28, 2003 and December 29, 2002, the unaudited Statements of Income for the nine-month period ended September 28, 2003 and September 29, 2002, and the unaudited Statements of Cash Flows for the nine-month period ended September 28, 2003 and September 29, 2002. 99.2 Unaudited Pro Forma Condensed Combined Balance Sheet as of September 28, 2003, Unaudited Pro Forma Combined Statements of Income for the nine months ended September 28, 2003 and for the year ended December 29, 2002 of the Company and Durel Corporation and the related notes. Signature Pursuant 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) Date: December 12, 2003 By /s/James M. Rutledge -------------------- James M. Rutledge Vice President, Finance and Chief Financial Officer EX-99 3 a4534552ex99.txt EXHIBIT 99.1 Exhibit 99.1
Durel Corporation Balance Sheets (dollars in thousands) As of As of September 28, 2003 December 29, 2002 (unaudited) (unaudited) ------------------------------------------------ Assets Current assets: Cash and cash equivalents $8,344 $3,614 Accounts receivable, net 8,333 11,545 Inventories, net: Raw materials 631 943 In-process and finished goods 4,001 5,440 ------------------------------------------------ Total inventories 4,632 6,383 Prepaid expenses and other 298 13 ------------------------------------------------ Total current assets 21,607 21,555 Non-current pension asset 563 563 Deferred tax assets 1,863 1,863 Property, plant and equipment, net of accumulated depreciation of $18,002 and $14,908) 19,355 21,228 ------------------------------------------------ Total assets $43,388 $45,209 ================================================ Liabilities and shareholders' equity Current liabilities Accounts payable $3,668 $6,225 Accrued payroll and related expenses 2,376 3,609 Accrued liabilities 1,196 1,199 Payable to shareholders 360 966 Income taxes payable 782 1,631 ------------------------------------------------ Total current liabilities 8,382 13,630 Deferred tax liability 1,439 1,371 Contingencies - - Shareholders' equity: Common shares, par value $.01 per share Authorized shares - 150,000 Issued and outstanding shares - 2,000 - - Additional paid-in capital 7,040 7,040 Retained earnings 26,527 23,168 ------------------------------------------------ Total shareholders' equity 33,567 30,208 ------------------------------------------------ Total liabilities and shareholders' equity $43,388 $45,209 ================================================ The accompanying notes are an integral part of these financial statements.
Exhibit 99.1 Durel Corporation Statements of Income (dollars in thousands) For the Nine-Months For the Nine-Months Ended Ended September 28, 2003 September 29, 2002 (unaudited) (unaudited) Net sales $51,331 $59,076 Cost of goods sold 29,243 34,313 ------------------------------------------------ Gross Profit 22,088 24,763 Costs and expenses: Selling and administrative 6,377 6,508 Research and development 2,410 2,509 ------------------------------------------------ Income from operations 13,301 15,746 Other (expense) income: Interest income 77 50 Interest expense - (512) Other (154) (186) ------------------------------------------------ Income before income taxes 13,224 15,098 Provision for income taxes (3,968) (4,531) ------------------------------------------------ Net income $9,256 $10,567 ================================================ The accompanying notes are an integral part of these financial statements.
Exhibit 99.1
Durel Corporation Statements of Cash Flows (dollars in thousands) For the Nine-Months For the Nine-Months Ended Ended September 28, 2003 September 29, 2002 (unaudited) (unaudited) Operating Activities Net income $9,256 $10,567 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,201 2,376 Changes in operating assets and liabilities: Accounts receivable 3,212 (2,677) Inventories 1,751 1,561 Prepaid expenses and other (285) (36) Accounts payable and accrued liabilities (4,421) 1,536 ------------------------------------------------ Net cash provided by operating activities 11,714 13,327 Investing Activities Purchase of property, plant and equipment (328) (257) ------------------------------------------------ Net cash used in investing activities (328) (257) Financing Activities Repayments of long term debt - (4,000) Proceeds from long term debt - 1,451 Repayments of borrowings from shareholders (656) (5,000) Dividends to shareholders (6,000) - ------------------------------------------------ Net cash used in financing activities (6,656) (7,549) ------------------------------------------------ Net increase in cash and cash equivalents 4,730 5,521 Cash and cash equivalents at the beginning of the period 3,614 1,172 ------------------------------------------------ Cash and cash equivalents and the end of the period $8,344 $6,693 ================================================ The accompanying notes are an integral part of these financial statements.
DUREL CORPORATION SUPPLEMENTARY NOTES A. The accompanying unaudited condensed 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, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding Durel's accounting policies, refer to the audited financial statements and footnotes of Durel for the fiscal year ended December 29, 2002, which have been filed with the Rogers Corporation's Annual Report on Form 10-K for fiscal year ended December 29, 2002 and are incorporated by reference herein. B. Durel Corporation was incorporated on June 1, 1988, in the state of Delaware. Durel operates in one operating segment and engages primarily in the research, development, manufacture, and sales of electroluminescent products. Until September 30, 2003, Durel was a joint venture of Rogers Corporation and Minnesota Mining and Manufacturing Company (the "shareholders"). C. Durel's effective tax rate was 30% for the first nine months of 2003 and 2002, respectively. The effective tax rate is lower than the statutory rate due to various tax benefits, including nontaxable foreign sales income and research and development credits. Income taxes paid were $5,600,000 and $4,815,000 in the first nine months of 2003 and 2002, respectively. D. In connection with the sale of Durel's products, Durel reimburses one of the shareholders for the selling costs and pays no commission. Selling costs reimbursed to this shareholder were approximately $235,000 and $120,000 for the nine months ended September 28, 2003 and September 29, 2002, respectively. The other shareholder bears a large portion of the selling costs and receives a commission ranging from 2.5 to 5 percent of sales. Commissions earned by this shareholder were approximately $2,149,000 and $2,465,000 for the nine months ended September 28, 2003 and September 29, 2002, respectively. E. Durel's payable to shareholders in 2003 and 2002 represents amounts due to the Shareholders for various costs paid on behalf of Durel, including items such as research and development, general corporate overhead, and various marketing charges. Amounts paid to the shareholders for these respective costs were $352,000 and $703,000 for the nine months ended September 28, 2003 and September 29, 2002, respectively. On September 24, 1999, Durel executed a promissory note with one of its shareholders under which the Shareholder would make funds available to Durel from time to time. The promissory note was amended in September 2001 to increase the available borrowing amount to $8 million and to extend the maturity date through September 2002. The note accrued interest at prime. Durel had $5 million outstanding under this note on December 30, 2001 but repaid the note prior to the maturity in 2002. The borrowing facility was terminated when it was paid off. Interest paid on this note in 2003 and 2002 was $0 and $51,000, respectively. F. On January 4, 1999, Durel converted a $10 million unsecured revolving line of credit agreement with a bank into a term loan. The loan was guaranteed by one of the Shareholders, bearing interest at a fixed rate of LIBOR plus 1.05 percent. On January 2, 2002, Durel amended this term loan and merged the outstanding balance of the term loan in the amounts of $7.8 million and $2.2 million outstanding under Durel's unsecured revolving line of credit into a new loan in the amount of $10 million. On January 3, 2002, Durel also entered into an interest rate swap agreement to fix the effective interest rate on the term loan at 5.44 percent. On December 11, 2002, Durel paid off the term loan. In addition, Durel paid approximately $390,000 to settle the interest rate swap agreement with the bank. Durel's line of credit was terminated in connection with paying off the loan. Interest paid during the nine months ended September 28, 2003 and September 29, 2002 was $0 and $485,000, respectively. Exhibit 99.1 G. The nature and scope of Durel's business bring it in regular contact with the general public and a variety of businesses and government agencies. Such activities inherently subject Durel to the possibility of litigation, including environmental and product liability matters that are defended and handled in the ordinary course of business. Durel has established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that any such matters, after taking into account insurance coverage and the aforementioned accruals, would have a material adverse effect on the financial position of Durel. EX-99 4 a4534552ex992.txt EXHIBIT 99.2 Exhibit 99.2 ROGERS CORPORATION Introduction to Unaudited Pro Forma Condensed Combined Financial Statements On September 30, 2003, Rogers Corporation (the "Company") and 3M Company ("3M") executed a Stock Purchase Agreement (the "Purchase Agreement") pursuant to which the Company acquired 3M's 50 percent interest in Durel Corporation ("Durel"), a 50/50 joint venture established between the Company and 3M in 1988. Pursuant to the Purchase Agreement, on September 30, 2003 3M delivered to the Company 1,000 of its $.01 per share par value common shares in Durel, representing 50 percent of the 2,000 outstanding common shares of Durel. The Company delivered to 3M $26 million in cash consideration, which was funded from the Company's available working capital. The unaudited pro forma combined balance sheet has been prepared as if the acquisition occurred on September 28, 2003, and the unaudited pro forma combined statements of income have been prepared as if the acquisition occurred on December 29, 2002 for the nine months ended September 28, 2003 and as if it had occurred on December 31, 2001 for the year ended December 29, 2002. These unaudited combined financial statements illustrate the pro forma effect on the Company's financial results as if the Company acquired 3M's 50 percent interest in Durel on the dates previously noted. The unaudited pro forma combined financial information set forth below reflects pro forma adjustments that are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma combined financial information does not purport to represent the Company's results of operations or financial position that would have resulted had the Durel acquisition been consummated as of the dates or for the periods indicated. Additionally, the pro forma combined statements of income should not be considered indicative of expected future results. The Durel acquisition has been accounted for by the purchase method of accounting. The pro forma information below sets forth the preliminary allocation of the purchase price for the Durel acquisition, which may be adjusted as a result of the finalization of certain valuations. Management does not expect such adjustments to be material. The unaudited pro forma combined financial statements and accompanying notes should be read in conjunction with the historical consolidated financial statements of the Company and Durel included in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2002 and the historical consolidated financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 2003, both filed with the Securities and Exchange Commission, and the additional financial statements of Durel included in Item 7(a) of this Current Report.
Exhibit 99.2 Rogers Corporation Unaudited Pro forma Condensed Combined Balance Sheet As of September 28, 2003 ($ amounts in thousands) Rogers Durel Pro Forma Pro Forma Historical Historical Adjustments Combined ----------------- ---------------- ------------------- ----------------- Cash and Cash Equivalents $ 35,273 $ 8,344 $ (26,000) (c) $ 17,617 Accounts Receivable, net 43,480 8,333 186 (a) 51,999 Inventories, net 18,135 4,632 2,209 (a) 24,976 Other Current Assets 10,133 98 (302) (h) 9,929 ----------------- ---------------- ------------------- ----------------- Total Current Assets 107,021 21,407 (23,907) 104,521 Property Plant and Equipment, net 104,479 19,355 2,000 (a) 125,834 Goodwill and Other Intangibles, net 22,204 - 2,168 (b) 24,372 Investments in Joint Ventures 23,145 200 (13,551) (d) 9,794 Other Long-Term Assets 24,245 2,426 (563) (a) 26,108 ----------------- ---------------- ------------------- ----------------- Total Assets $ 281,094 $ 43,388 $ (33,853) $ 290,629 ================= ================ =================== ================= Accounts Payable And Other Accrued Liabilities $ 27,331 $ 7,600 $ 448 (a) $ 35,379 Accrued Income Taxes Payable 13,169 782 - 13,951 ----------------- ---------------- ------------------- ----------------- Total Current Liabilities 40,500 8,382 448 49,330 Non-current Deferred Tax Liability 8,868 1,439 (2,534) (i) 7,773 Other Non-current Liabilities 25,523 - 1,800 (a) 27,323 ----------------- ---------------- ------------------- ----------------- Common Shares, $1 par value 50,000,000 shares authorized, 16,175,689 shares issued 16,176 - - 16,176 Additional Paid-in Capital 38,584 7,040 (7,040) (d) 38,584 Retained Earnings 165,335 26,527 (26,527) (d) 165,335 Accumulated Other Comprehensive Loss (1,959) - - (1,959) Treasury Shares (330,516 shares), at cost (11,933) - - (11,933) ----------------- ---------------- ------------------- ----------------- Total Shareholders' Equity 206,203 33,567 (33,567) 206,203 ----------------- ---------------- ------------------- ----------------- Total Liabilities and Shareholders' Equity $ 281,094 $ 43,388 $ (33,853) $ 290,629 ================= ================ =================== ================= The accompanying notes are an integral part of these pro forma financial statements.
Exhibit 99.2 Rogers Corporation Unaudited Pro forma Condensed Combined Statement of Income For the nine months ended September 28, 2003 ($ and share amounts in thousands, except per share amounts) Rogers Durel Pro forma Pro forma Historical Historical Adjustments Combined ----------- ----------- --------------- ------------ Net Sales $ 157,534 $51,331 $ - $208,865 Cost of Sales 107,614 29,243 1,316 (e) 138,173 Selling and Administrative Expenses 29,085 6,377 - 35,462 Research and Development 9,132 2,410 - 11,542 ----------- ----------- --------------- ------------ Total Costs and Expenses 145,831 38,030 1,316 185,177 ----------- ----------- --------------- ------------ Operating Income 11,703 13,301 (1,316) 23,688 Other Income (Expense), net 11,158 (154) (4,783) (g) 6,221 Interest Income (Expense), net 179 77 - 256 ----------- ----------- --------------- ------------ Income Before Taxes 23,040 13,224 (6,099) 30,165 Income Taxes 5,760 3,968 (1,282) (f) 8,446 ----------- ----------- --------------- ------------ Net Income $ 17,280 $ 9,256 $ (4,817) $ 21,719 =========== =========== =============== ============ EARNINGS PER SHARE Basic $ 1.10 $ 1.38 =========== ============ Diluted $ 1.07 $ 1.34 =========== ============ WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 15,712 15,712 ----------- ------------ Diluted 16,214 16,214 ----------- ------------ The accompanying notes are an integral part of these pro forma financial statements.
Exhibit 99.2 Rogers Corporation Unaudited Pro forma Condensed Combined Statement of Income For the year ended December 29, 2002 ($ and share amounts in thousands, except per share amounts) Rogers Durel Pro forma Pro forma Historical Historical Adjustments Combined ------------ ------------ --------------- ------------- Net Sales $ 219,438 $ 84,062 $ - $ 303,500 Cost of Sales 150,183 47,168 1,529 (e) 198,880 Selling and Administrative Expenses 39,335 10,988 - 50,323 Acquisition/Restructuring Costs 2,150 - - 2,150 Research and Development 13,596 2,991 - 16,587 ------------ ------------ --------------- ------------- Total Costs and Expenses 205,264 61,147 1,529 267,940 ------------ ------------ --------------- ------------- Operating Income 14,174 22,915 (1,529) 35,560 Other Income (Expense), net 10,861 29 (7,272) (g) 3,618 Interest Income (Expense), net (226) (913) - (1,139) ------------ ------------ --------------- ------------- Income Before Taxes 24,809 22,031 (8,801) 38,039 Income Taxes 6,202 7,490 (3,041) (f) 10,651 ------------ ------------ --------------- ------------- Net Income $ 18,607 $ 14,541 $ (5,760) $ 27,388 ============ ============ =============== ============= EARNINGS PER SHARE Basic $ 1.20 $ 1.77 ============ ============= Diluted $ 1.16 $ 1.71 ============ ============= WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 15,471 15,471 ------------ ------------- Diluted 16,023 16,023 ------------ ------------- The accompanying notes are an integral part of these pro forma financial statements.
Exhibit 99.2 Rogers Corporation Notes to Unaudited Pro Forma Condensed Combined Financial Statements GENERAL Basis for presentation - The unaudited Pro Forma Combined Statement of Income for the nine months ended September 28, 2003 is based on the Company's and Durel's nine months ended September 28, 2003. The unaudited Pro Forma Combined Statement of Income for the year ended December 29, 2002 is based on the Company's and Durel's fiscal year ended December 29, 2002 fiscal year. These financial statements have been prepared using generally accepted accounting principles. Purchase Price Allocation - The purchase price of the Durel acquisition has been allocated to the acquired identifiable assets and liabilities based on their estimated fair values. The Company is still obtaining appraisals for certain assets acquired, and, accordingly the purchase price allocation is preliminary and subject to adjustment based on the final determination of the fair value of the net assets acquired. Any purchase price in excess of the fair value of acquired identifiable assets and liabilities has been allocated to goodwill. NOTES (a) To adjust the assets and liabilities acquired to their estimated fair market value based on a preliminary allocation of purchase price to net assets acquired. Since the Company had owned 50% of Durel's common shares, fair value adjustments are based on 50% of the excess of fair market value over the net book value. The Company is still in the process of obtaining appraisals for certain of the net assets and determining the fair value and, therefore, the amounts allocated to various net assets is subject to change. (b) To record goodwill equal to the excess of purchase price over the estimated fair value of identifiable net assets acquired. (c) To record funding of the acquisition. The purchase price was paid using excess cash. (d) To eliminate shareholders' equity of Durel. Since Durel had been a 50%-owned investment of the Company, a portion of this equity has been eliminated against the Company's investment in joint ventures. (e) To reflect the estimated pro forma income statement impact for the incremental effect in adjusting for the fair market value of the assets and liabilities acquired. (f) To reflect the pro forma tax effects of the acquisition. The effective tax rate on consolidated pro forma income before taxes is estimated to be 28%. (g) To eliminate equity income for Durel earnings already reflected in the Company's financial statements. (h) To eliminate trading balances between the Company and Durel. (i) To eliminate the Company's deferred tax liability resulting from the Company's historical investment in Durel and to reflect the deferred tax effect of the acquisition adjustments. -----END PRIVACY-ENHANCED MESSAGE-----