-----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, SKmDT8PydH4iutj3tgHYIbZo8psmi0AXzhxsno9NhqAOKGaWvo0Mhn6x5I7ktVHl 7SZeejHmv/Q/SKHkSFJlkg== 0001157523-05-006338.txt : 20050720 0001157523-05-006338.hdr.sgml : 20050720 20050720172748 ACCESSION NUMBER: 0001157523-05-006338 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050720 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050720 DATE AS OF CHANGE: 20050720 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: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 05964545 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 8607749605 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263 8-K 1 a4934981.txt ROGERS CORP. 8-K ================================================================================ UNITED STATES 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): July 20, 2005 ROGERS CORPORATION (Exact name of Registrant as specified in Charter) Massachusetts 1-4347 06-0513860 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) One Technology Drive, P.O. Box 188, Rogers, Connecticut 06263-0188 (Address of Principal Executive Offices and Zip Code) (860) 774-9605 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 204.13e-4(c)) ================================================================================ Item 2.02 Results of Operations and Financial Condition. In a Press Release dated July 20, 2005, the Registrant announced its second quarter 2005 results. The Registrant's Press Release is furnished herewith as Exhibit 99.1. The earnings release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Registrant has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Non-GAAP net income from continuing operations and diluted earnings per share (in both cases excluding a one-time, after-tax impairment charge) is included in the earnings release because management believes that that net income from continuing operations and diluted earnings per share, excluding the effect of the asset impairment related to the Registrant's polyolefin operation, is a measure that should be presented in addition to income determined in accordance with GAAP and is useful to investors. Management believes that the following matters should be considered when evaluating these non-GAAP financial measures: o The Registrant reviews the operating results of its businesses excluding the impact of any asset impairment because it provides an additional basis of comparison. Management believes that these events are unusual in nature, and would not be indicative of ongoing operating results. As a result, management believes such charges should be excluded in order to compare past, current and future periods. o Asset impairments principally represent adjustments to the carrying value of certain assets and do not typically require a cash payment. o Asset impairments are typically material and are considered to be outside the normal operations of a business. Corporate management is responsible for making decisions about asset impairment and related charges. The non-GAAP financial measures included in the earnings release have been reconciled to the comparable GAAP results. This reconciliation can also be found on the Registrant's web site at www.rogerscorporation.com. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. ITEM 7.01 Regulation FD Disclosure On July 20, 2005, in its earning release for the second quarter of 2005, the Registrant also provided earnings guidance for the third quarter of 2005. A copy of the Press Release is furnished herewith as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 99.1 Press release, dated July 20, 2005, issued by Rogers Corporation furnished herewith pursuant to Items 2.02 and 7.01) 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 hereunto duly authorized. ROGERS CORPORATION By: /s/ Paul B. Middleton ---------------------------------- Paul B. Middleton Acting Chief Financial Officer and Corporate Controller Date: July 20, 2005 EX-99.1 2 a4934981ex991.txt EXHIBIT 99.1 Exhibit 99.1 Rogers Corporation Reports Second Quarter Results ROGERS, Conn.--(BUSINESS WIRE)--July 20, 2005--Rogers Corporation (NYSE:ROG) announced today that for the second fiscal quarter of 2005, the Company lost $0.54 per diluted share, which includes a non-cash charge involving the impairment of certain long-lived assets and the write down of inventory and receivables within the polyolefin foam operation of $13.2 million, or $0.81 per diluted share, as previously announced on July 7, 2005. Last year Rogers earned $0.68 per diluted share in the second quarter. Excluding the one-time $13.2 million, after-tax impairment charge, non-GAAP net income for this quarter was $4.4 million or $0.27 per diluted share. Net sales in the second quarter were $83.4 million, compared to the $93.3 million in the second quarter of 2004. This is in line with the Company's July 7, 2005 revised guidance of approximately $84 million. Printed Circuit Materials segment sales totaled $37.0 million, down 22% from the second quarter of 2004. This business segment's operating profit was $4.2 million, compared to $11.5 million a year ago. The primary reason for the sales shortfall was with flexible circuit material sales, which had a number of programs end and some new programs delayed. The Company expects flexible laminate sales to significantly improve in the third quarter as new programs ramp up. High frequency circuit material sales for the quarter were 7% lower compared to last year, which was in line with Company expectations. Second quarter sales of High Performance Foams were $22.6 million, up almost 4% from the second quarter of last year. Operating loss for the segment was $19.7 million in the quarter, which includes the non-cash charge involving the impairment of certain long-lived assets and the write down of inventory and receivables within the polyolefin foam operation of $21.4 million. Operating profit in this segment was $1.3 million in the second quarter of 2004. Going forward, the Company expects to see a marked improvement in operating profit from the elimination of unprofitable products from polyolefin foams. Sales of Polymer Materials and Components totaled $23.7 million for the quarter, compared to last year's second quarter sales of $24.0 million. Durel sales were up 7% from the second quarter of last year, driven by numerous new adoptions of its flexible keypad lamps. Rogers remains on schedule with the previously announced capacity increase for this business, and expects Durel sales and profit contribution to increase in the coming quarters. The Company's Elastomer Components Division (ECD) sales were down compared to last year, however, during the second quarter of 2004, a significant amount of product was sold in preparation for the business transition to China. This transition was completed in the fourth quarter of 2004. ECD revenues were up 15% sequentially from the first quarter of 2005, and almost all product sold in this quarter was manufactured in China. Bus bar revenues were up slightly over the previous year, and the Company expects sales to steadily increase, as more programs come into production at the new China operation. Rogers expects Polymer Materials and Components operating profit to continue to improve in the third quarter, with increasing returns from the completed and on-going strategic initiatives within each of this segment's businesses. Rogers' 50% owned joint ventures had quarterly sales of $21.2 million, versus $18.3 million last year. Sales growth in the Company's two polyurethane foam joint ventures with Inoac and in Polyimide Laminate Systems (PLS) helped overcome the sales decline at the Rogers Chang Chun Technologies (RCCT) flexible circuit material joint venture. Although sales were up in total for the joint ventures, operating results decreased due to the significant sales decline at RCCT and the start-up costs, including increased qualifications trials, at the Rogers Inoac Suzhou joint venture. Second quarter gross margin was 29% compared to 34% a year ago and up sequentially over the first quarter gross margin of 27%. The Company's cash and short-term investments ended the quarter at $34.1 million, after repurchasing $5.0 million of the Company's common stock in the quarter under its stock repurchase program. Rogers' capital expenditures in the quarter were $7.9 million and inventories were reduced by $2.3 million. The Company remains debt free and capital expenditures continue to be funded from operations. Robert D. Wachob, President and CEO, commented, "As we announced in the July 7th press release, the Printed Circuits Materials segment, specifically flexible circuits, was the primary cause of our reduced revenues and profits. Despite the adverse factors affecting this quarter, we are pleased with the up-turn in our flexible laminate order rate. Our capacity expansion for Durel lamps is on schedule, and we expect sequential quarterly growth of more than 20%. We anticipate the High Performance Foams segment to have improved operating profit as a result of eliminating unprofitable polyolefin products. For the third quarter we expect sales to be between $85 and $88 million and earnings per diluted share in the range of $0.36 to $0.40. Commensurate with the sales increase, we also expect gross and operating margins to improve." Rogers Corporation, headquartered in Rogers, CT, U.S.A., develops and manufactures high-performance specialty materials, which serve a diverse range of markets including: portable communication devices, communication infrastructure, consumer products, computer and office equipment, ground transportation, and aerospace and defense. Rogers operates manufacturing facilities in Connecticut, Arizona, and Illinois in the U.S., in Gent, Belgium, in Suzhou, China, and in Hwasung City, Korea. Sales offices are located in Belgium, Japan, Taiwan, Korea, China, and Singapore. Safe Harbor Statement Statements in this news release that are not strictly historical may be deemed to be "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and are 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 2004 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. All information in this press release is as of July 20, 2005, and Rogers undertakes no duty to update this information unless required by law. Additional Information and July 21st Conference Call For more information, please contact the Company directly, visit Rogers Web site on the Internet, or send a message by email. Web site Address: http://www.rogerscorporation.com Financial News Contact: Paul B. Middleton, Acting Chief Financial Officer and Corporate Controller, Phone: 860-774-9605, FAX: 860-779-4714 Editorial Contact: Edward J. Joyce, Manager of Investor and Public Relations Phone: 860-779-5705, FAX: 860-779-5509, Email: edward.joyce@rogerscorporation.com A conference call to discuss second quarter results will be held on Thursday, July 21st at 9:00AM (Eastern Time). The Rogers participants in the conference call will be: Robert D. Wachob, President and CEO Paul B. Middleton, Acting CFO and Corporate Controller Debra J. Granger, Director, Corporate Compliance and Control Edward J. Joyce, Manager of Investor and Public Relations 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 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 (Eastern Time), Thursday July 28, 2005. The pass code for the audio replay is 7939547. The call will also be webcast live in a listen only mode. The webcast may be accessed through links available on the Rogers Corporation Web site at www.rogerscorporation.com. Replay of the archived webcast will be available on the Rogers Web site beginning two hours following the webcast. (Financial Statements Follow) Consolidated Statements of Income Three Months Ended Six Months Ended (IN THOUSANDS, EXCEPT PER July 3, July 4, July 3, July 4, SHARE AMOUNTS) 2005 2004 2005 2004 - --------------------------- ---------- --------- ---------- --------- Net Sales $83,356 $93,323 $169,902 $190,993 Costs and Expenses: Cost of Sales(a) 58,979 61,657 122,295 125,941 Selling and Administrative(b) 15,122 13,402 29,350 28,896 Research and Development 5,177 4,926 10,236 9,569 Impairment Charge(c) 20,030 - 20,030 - ---------- --------- ---------- --------- Total Costs and Expenses(d) 99,308 79,985 181,911 164,406 ---------- --------- ---------- --------- Operating Income (Loss) (15,952) 13,338 (12,009) 26,587 Other Income (Loss) less Other Charges (321) 2,375 2,252 5,356 Interest Income/(Expense), Net 134 22 362 100 ---------- --------- ---------- --------- Income (Loss) Before Taxes (16,139) 15,735 (9,395) 32,043 Income Taxes (7,325) 3,934 (5,707) 8,010 ---------- --------- ---------- --------- Net Income (Loss) $(8,814) $11,801 $(3,688) $24,033 ---------- --------- ---------- --------- Net Income (Loss) Per Share: Basic $(0.54) $0.72 $(0.23) $1.48 Diluted $(0.54) $0.68 $(0.23) $1.40 Shares Used in Computing: Basic 16,271 16,390 16,338 16,283 Diluted 16,271 17,247 16,338 17,110 (a) Includes $1,158 write down of inventory associated with the polyolefin foam operation (b) Includes $440 of receivable write offs associated with the polyolefin foam operation (c) Includes $19,766 of charges related to impairment of long-lived assets associated with the polyolefin foam operation and $264 related to the impairment of a held-for-sale building formerly used for the Elastomer Components Division in Windham, CT. (d) Including Depreciation and Amortization of: 2005 - $5,197 & $10,476; 2004 - $4,215 & $9,004 Consolidated Balance Sheets (IN THOUSANDS) July 3, Jan. 2, 2005 2005 - ----------------------------------------------- ---------- ---------- Assets Current Assets: Cash and Cash Equivalents $34,092 $37,967 Short-term Investments - 2,000 Accounts Receivable, Net 52,156 57,264 Accounts Receivable - Joint Ventures 6,523 5,176 Note Receivable, Current 2,100 2,100 Inventories 42,634 49,051 Asbestos-related insurance receivables 7,154 7,154 Other Current Assets 12,590 12,222 ---------- ---------- Total Current Assets 157,249 172,934 ---------- ---------- Notes Receivable, Long-term 4,200 4,200 Property, Plant and Equipment, Net 123,863 140,384 Investment in Unconsolidated Joint Ventures 17,484 18,671 Pension Asset 5,831 5,831 Goodwill and Other Intangible Assets, Net 23,187 29,072 Asbestos-related insurance receivables 28,803 28,803 Other Assets 5,388 5,300 ---------- ---------- Total Assets $366,005 $405,195 ---------- ---------- Liabilities and Shareholders' Equity Current Liabilities: Accounts Payable $14,387 $21,117 Accrued Employee Benefits and Compensation 14,718 18,427 Asbestos-related insurance liabilities 7,154 7,154 Other Current Liabilities 11,192 10,689 ---------- ---------- Total Current Liabilities 47,451 57,387 ---------- ---------- Noncurrent Deferred Income Taxes 5,236 14,111 Noncurrent Pension Liability 12,769 14,757 Noncurrent Retiree Health Care & Life Insurance Benefits 6,483 6,483 Asbestos-related insurance liabilities 29,045 29,045 Other Long-term Liabilities 1,441 2,045 Shareholders' Equity 263,580 281,367 ---------- ---------- Total Liabilities and Shareholders' Equity $366,005 $405,195 ---------- ---------- These statements are subject to year-end audit. (Reconciliation of Non-GAAP Figures Follow) Reconciliation of Non-GAAP Net Income ------------------------------------- GAAP Net Income (Loss), Millions $(8.8) Less Non-cash Impairment Charge, Millions 13.2 - -------------------------------------------------------------------- Non-GAAP Net Income (Loss), Millions $4.4 Reconciliation of Non-GAAP Earnings (Loss) per Share ---------------------------------------------------- GAAP Earnings (Loss) per Share (Basic and Diluted) $(0.54) Less Non-cash Impairment Charge per share 0.81 - --------------------------------------------------------------------- Non-GAAP Earnings (Loss) per Share (Basic and Diluted) $0.27 Notes to our Non-GAAP Financial measures: ---------------------------------------- Rogers believes that net income from continuing operations and diluted earnings per share, excluding the effect of the asset impairment related to the Company's polyolefin operation, is a measure that should be presented in addition to income determined in accordance with generally accepted accounting principles (GAAP) and is useful to investors. The following matters should be considered when evaluating these non-GAAP financial measures: -- Rogers reviews the operating results of its businesses excluding the impact of any asset impairment because it provides an additional basis of comparison. We believe that these events are unusual in nature, and would not be indicative of ongoing operating results. As a result, management believes such charges should be excluded in order to compare past, current and future periods. -- Asset impairments principally represent adjustments to the carrying value of certain assets and do not typically require a cash payment. -- Asset impairments are typically material and are considered to be outside the normal operations of a business. Corporate management is responsible for making decisions about asset impairment and related charges. CONTACT: Rogers Corporation Edward Joyce, 860-779-5705 Fax: 860-779-5509 E-mail: edward.joyce@rogerscorporation.com Rogers' Web site: www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----