-----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, MSLDQ95HQaW2VceJdTD4lWZiBdzHr4zKOqwUoz6917fomdpZ4j+7FUmXYpyEsmKh gBfrpM8F+Ig826IYNn0khw== 0001157523-04-003581.txt : 20040422 0001157523-04-003581.hdr.sgml : 20040422 20040421181105 ACCESSION NUMBER: 0001157523-04-003581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040421 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040422 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: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 04746375 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 a4621692.txt ROGERS CORPORATION 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 April 21, 2004 Date of Report (Date of Earliest Event Reported) 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 21, 2004, issued by Rogers Corporation Item 12. Results of Operations and Financial Condition. In a Press Release dated April 21, 2004, the Registrant announced its first quarter 2004 results. The Registrant's Press Release is furnished herewith as Exhibit 99.1. Signature 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 hereunto duly authorized. ROGERS CORPORATION (Registrant) By /s/James M. Rutledge --------------------------- James M. Rutledge Vice President, Finance and Chief Financial Officer Date: April 21, 2004 EX-99 3 a4621692ex991.txt ROGERS CORPORATION EXHIBIT 99.1 Exhibit 99.1 Rogers Corporation Reports Record First Quarter Sales and Earnings; ``Sales up 88%, Earnings per share doubled'' ROGERS, Conn.--(BUSINESS WIRE)--April 21, 2004--Rogers Corporation (NYSE:ROG) announced today that diluted earnings per share for the first quarter of 2004 were a record $0.72, up 100% compared to the $0.36 earned in the first quarter of 2003. Net income increased to $12.2 million, more than double last year's first quarter earnings of $5.7 million. Net sales in the first quarter were $97.7 million, up 88% compared to the $51.9 million sold in the first quarter of 2003. The Durel acquisition which occurred in the fourth quarter of 2003, added $18.2 million to revenues this quarter. All three of Rogers' business segments experienced double-digit sales growth this quarter as compared to the first quarter of 2003. Sales of Printed Circuit Materials for the quarter again set a new sales record totaling $45.1 million, up over 86% from the first quarter of 2003. The flexible circuit material portion of this segment's sales increased dramatically over the same quarter last year, as the growing popularity of feature rich as well as clamshell style cell phones both require more flexible interconnects. The cellular 3G base station and satellite television markets continue to drive high frequency circuit material sales, which also increased significantly compared to last year's first quarter. High Performance Foam revenues were a record $22.1 million for the quarter, up 28% from the first quarter of last year. This period marked all-time quarterly sales records for both the PORON(R) urethane and BISCO(R) silicone foam product lines. Higher revenues resulted from increasing industrial, consumer and automotive applications, helped further by an improved economy in the US, as well as continued growth in Asia. Sales of Polymer Materials and Components totaled $30.5 million for the quarter. This quarter's sales include Durel Division sales, formerly a 50-50 joint venture with 3M. Other than Durel, which experienced about a 12% sales decline year-over-year, each of the other businesses in this segment saw some growth. The decrease in Durel revenue was due to some handset design programs reaching end of life, however increasing automotive business helped offset these declines. The first flexible electroluminescent lamp products shipped late this quarter for a smart phone application. Rogers' three 50% owned joint ventures had sales this quarter of $18.1 million compared to $13.2 million in the first quarter of 2003. Both Rogers Chang Chun Technologies (RCCT), a flexible circuit materials joint venture, and Rogers Inoac Corporation (RIC), which produces PORON(R) urethane foams, had strong year-over-year sales increases primarily driven by new business and improved market penetration. The Company continues to make progress in raising its gross margin, which was 34.2% in the first quarter, up from 31.8% in last year's first quarter. This improvement is the result of better operating efficiencies from implementing Six Sigma projects and greater operating leverage from the higher revenues. Mitigating the margin improvement were expenses for growth-related hiring in Europe and China, as well as transition costs associated with moving the polyolefin business to Illinois, and relocating the elastomeric components business to China. Rogers' balance sheet remains in excellent condition and the Company remains debt free with a cash and short-term investment balance of about $36 million. Net cash flow was positive despite capital expenditures of $6.6 million and acquisition costs of $3.5 million. As Rogers' business in Asia, currently 41% of sales, continues to expand, the Company made the decision to place key personnel there to manage operations and support its rapidly growing customer base. This includes, as announced last week, Rogers appointment of Michael L. Cooper as Vice President for Asia to oversee all manufacturing and staff operations in the region. In addition to the two factories the Company currently has in Suzhou, it is in the process of building a third facility to be completed this year, to produce PORON urethane foams. Also, design has begun for a high frequency circuit materials manufacturing plant that should come on-line in 2005. Robert D. Wachob, President and CEO commented, "I am very pleased with our record results this quarter. We remain agile and on track to take advantage of the emerging opportunities both geographically and in our top growth markets, namely wireless infrastructure, cellular handsets, satellite television, computers, and transportation. Despite the upcoming quarter having 13-weeks versus 14-weeks in the first quarter, we again expect strong sales in the second quarter. Compared with previous years, we expect only a minor seasonal effect and are estimating a record second quarter with net sales of $90 to $98 million, and earnings per diluted share of $0.66 to $0.73. This represents an increase over last year's second quarter of approximately 84% to 99% and 106% to 128% for sales and earnings respectively." 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, rapid technological change, new product introductions, legal proceedings, and the like, are incorporated by reference in the Rogers Corporation 2003 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 22nd Conference Call For more information, please contact the Company directly, visit Roger's website on the Internet, or send a message by email. Website Address: http://www.rogerscorporation.com Financial News Contact: James M. Rutledge, Vice President Finance and Chief Financial Officer, Phone: 860-774-9605, FAX: 860-779-5585 Editorial Contact: Edward J. Joyce, Manager of Investor and Public Relations, Phone: 860-774-5705, FAX: 860-779-5509, email: edward.joyce@rogerscorporation.com A conference call to discuss first quarter results will be held on Thursday, April 22nd at 9:00AM (Eastern Time). Rogers participants in the conference call will be: Robert D. Wachob, President and CEO James M. Rutledge, Vice President Finance and CFO Robert M. Soffer, Vice President and Secretary Paul B. Middleton, Corporate Controller 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, Thursday April 29th. The pass code for the audio replay is 6624676. 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. (Financial Statements Follow) Consolidated Statements of Income Quarters Ended Apr 4, Mar 30, (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2004 2003 - ------------------------------------------ ------------ ----------- Net Sales $97,670 $51,878 Costs and Expenses: Cost of Sales 64,285 35,390 Selling and Administrative 14,895 9,701 Research and Development 4,641 2,838 ------------ ----------- Total Costs and Expenses (Including Depreciation and Amortization of: 2004 - $4,658; 2003 - $3,392) 83,821 47,929 ------------ ----------- Operating Income 13,849 3,949 Other Income less Other Charges 2,381 3,628 Interest Income/ (Expense), Net 78 75 ------------ ----------- Income Before Taxes 16,308 7,652 Income Taxes 4,077 1,913 ------------ ----------- Net Income $12,231 $5,739 ------------ ----------- Net Income Per Share: Basic $0.76 $0.37 ------------ ----------- Diluted $0.72 $0.36 ------------ ----------- Shares Used in Computing: Basic 16,177 15,572 ------------ ----------- Diluted 16,973 16,038 ------------ ----------- Consolidated Balance Sheets Apr 4, Dec 28, (IN THOUSANDS) 2004 2003 - --------------------------------------------- ---------- ----------- Assets Current Assets: Cash and Cash Equivalents $33,237 $31,476 Short-term Investments 3,005 3,005 Accounts Receivable, Net 58,723 52,981 Accounts Receivable - Joint Ventures 2,196 3,178 Note Receivable, Current 2,100 2,100 Inventories 32,219 27,501 Other Current Assets 6,595 6,856 ---------- ----------- Total Current Assets 138,075 127,097 ---------- ----------- Notes Receivable, Long-term 7,800 7,800 Property, Plant and Equipment, Net 132,589 131,157 Investment in Unconsolidated Joint Ventures 9,321 10,741 Pension Asset 6,886 6,886 Goodwill and Other Intangible Assets, Net 25,857 25,121 Other Assets 7,111 5,638 ---------- ----------- Total Assets $327,639 $314,440 ---------- ----------- Liabilities and Shareholders' Equity Current Liabilities: Accounts Payable $19,561 $20,442 Accrued Employee Benefits and Compensation 11,732 13,359 Other Current Liabilities 19,981 16,222 ---------- ----------- Total Current Liabilities 51,274 50,023 ---------- ----------- Noncurrent Deferred Income Taxes 10,281 14,058 Noncurrent Pension Liability 14,916 14,909 Noncurrent Retiree Health Care & Life Insurance Benefits 6,198 6,198 Other Long-term Liabilities 2,484 2,383 Shareholders' Equity 242,486 226,869 ---------- ----------- Total Liabilities and Shareholders' Equity $327,639 $314,440 ---------- ----------- These statements are subject to year-end audit. CONTACT: Rogers Corporation Financial News Contact: James M. Rutledge, 860-774-9605 or Editorial Contact: Edward J. Joyce, 860-774-5705 edward.joyce@rogerscorporation.com www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----