-----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, OyM+dqOgF+qnETdm+5v/MghHSRGMIR8Ua6QA85lEPXFZtLXM0hbqV1n4N7vg448L vITOjK22oO+H2YF9pbdYUA== 0001157523-06-003921.txt : 20060421 0001157523-06-003921.hdr.sgml : 20060421 20060420202255 ACCESSION NUMBER: 0001157523-06-003921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060420 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 06771105 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 860-779-5756 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263 8-K 1 a5128988.txt ROGERS CORPORATION 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): April 20, 2006 ROGERS CORPORATION (Exact name of Registrant as specified in Charter) Massachusetts 1-4347 06-0513860 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of 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 April 20, 2006, the Registrant announced its first quarter 2006 results. The Registrant's 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 7.01 Regulation FD Disclosure On April 20, 2006, in its earning release for the first quarter 2006, the Registrant also provided earnings guidance for the second quarter of 2006. 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 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 April 20, 2006, 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/ Dennis M. Loughran ---------------------- Dennis M. Loughran Vice President, Finance and Chief Financial Officer Date: April 20, 2006 EX-99.1 2 a5128988ex991.txt ROGERS CORPORATION EXHIBIT 99.1 Exhibit 99.1 Rogers Corporation Reports First Quarter Results ''All-time Record Quarterly Sales, Net Income and EPS'' ROGERS, Conn.--(BUSINESS WIRE)--April 20, 2006--Rogers Corporation (NYSE:ROG) announced today that net sales in the first quarter were an all-time quarterly record of $103 million, up 17% compared to the $88 million sold in the first quarter of 2005 and well above the Company's March 2, 2006, guidance of $96 to $99 million. Diluted earnings per share for the first quarter of 2006 were also an all-time quarterly record of $0.74, more than double the $0.30 earned in the first quarter of 2005, and significantly above the Company's guidance of $0.60 to $0.64. Net income for the quarter was $12.6 million, which includes $0.5 million of equity-based incentive compensation expense to comply with the new share based compensation rules. As described in detail in the 2005 Form 10-K filing, this release utilizes the realignment of the Company's reporting segments, which now consist of: Printed Circuit Materials, High Performance Foams, Custom Electrical Components, and Other Polymer Products. Printed Circuit Materials Printed Circuit Materials segment sales totaled $36.4 million, down slightly from the first quarter of 2005. The lack of year-over-year sales growth in this business is due to the drop off in sales of circuit materials for portable communication devices. The sales volume for new programs has not fully replaced the volume lost due to programs reaching end of life. Circuit materials used in cellular communication infrastructure and satellite TV dishes grew during the quarter. High Performance Foams Sales of High Performance Foams were a record $25.5 million, an increase of 16.4% over the first quarter of last year. Foams sales growth was driven by strength across all markets, most notably, consumer products, including entertainment systems, portable communication devices, and a wide variety of industrial applications. Part of this quarter's sales growth is also the result of customers buying in advance of an announced April 1 price increase, which was designed to mitigate the effects of rising raw material and energy costs. Custom Electrical Components Sales of Custom Electrical Components were $28.8 million for the quarter, up 60% compared to last year's first quarter sales of $18.0 million. This dramatic sales growth is due to market share increases in cell phones caused by the industry's continued movement towards thin profile phones, as well as the ramp up of components for a large disk drive array program. In the future, the Company expects more opportunities in the disk drive array area as higher power consumption in these systems is requiring the replacement of wiring harnesses with more effective power distribution solutions. The capacity expansion projects in Suzhou, China, for the product lines within this segment have been completed. As these production facilities become more fully utilized, it is expected that they will provide increasing operating efficiencies. Other Polymer Products Other Polymer Products revenues were $12.5 million in the first quarter, up almost 10% over the $11.4 million in 2005. The greater than $5 million operating loss experienced in this segment in the first quarter of 2005 was virtually eliminated this quarter. Joint Ventures Rogers' 50% owned joint ventures had record quarterly sales totaling $30.3 million, up 23% from the first quarter of 2005. The Company's high performance foam materials joint venture with Inoac Corporation operated its new facility in Suzhou at three shifts for the full quarter, which enabled it to reduce its backlog, and led directly to the record sales levels by allowing further penetration into the consumer electronics, and portable communication markets. The Rogers Chang Chun Technology flexible circuit material joint venture also had record first quarter sales as it continues to gain market share with its Taiwanese-headquartered customers. First quarter gross margin was an all-time record at 35%, and a marked improvement compared to 27% in the first quarter 2005. Rogers' gross margin improved as a result of efficient utilization of the capacity added over the last 24 months from expansion projects worldwide. Rogers' balance sheet ended the quarter with a cash and short-term investment balance of $65.2 million, an increase of $18.8 million, of which approximately $10 million came from stock option exercises. Capital expenditures were approximately $2.4 million for the first quarter, but are still expected to be in the range of $30 to $35 million for the year. The Company's ratio of current assets to current liabilities increased to 3:1, and the Company remains essentially debt free. Robert D. Wachob, Rogers' President and CEO, commented, "I am proud of the progress our organization has made in the last 24 months and pleased to report that the vast majority of issues associated with our start-up operations in Asia are behind us. We now have adequate capacity in all of our reportable segments, and we look forward to growing sales and the attendant margin improvements. As usual, we expect sequentially softer sales in the second quarter due to the seasonality of the portable communication devices market, and the effect of advance buying for our foam materials ahead of the announced price increase. Nevertheless, we expect strong second quarter sales of between $97 and $100 million, with earnings of $0.63 to $0.67 per diluted share, which includes about $1 million of equity-based incentive compensation expense, both of which would be significant improvements over the second quarter of last year. Barring any unforeseen issues, 2006 is shaping up as a breakout year for Rogers as we capitalize on the strategic initiatives in which we have invested over the last several years." 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 2005 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 April 20, 2006, and Rogers undertakes no duty to update this information unless required by law. Additional Information and April 21 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 News Contact: Dennis M. Loughran, Vice President Finance and Chief Financial Officer, Phone: 860-779-5508, 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 first quarter results will be held on Friday, April 21 at 9:00AM (Eastern Time). The Rogers participants in the conference call will be: Robert D. Wachob, President and CEO Dennis M. Loughran, Vice President Finance and CFO Paul B. Middleton, Corporate Controller Robert M. Soffer, Vice President, Treasurer and Secretary 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), Friday, April 28, 2006. The passcode for the audio replay is 8031490. 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 (IN THOUSANDS, EXCEPT PER SHARE April 2, April 3, AMOUNTS) 2006 2005 - ---------------------------------------------------------------------- Net Sales $103,131 $88,103 Costs and Expenses: Cost of Sales 66,844 64,699 Selling and Administrative 17,385 14,400 Research and Development 5,961 5,060 ----------------------------- Total Costs and Expenses (a) 90,190 84,159 ----------------------------- Operating Income 12,941 3,944 Other Income less Other Charges 2,872 2,573 Interest Income, Net 350 228 ----------------------------- Income Before Income Taxes 16,163 6,745 Income Tax Expense 3,556 1,620 ----------------------------- Net Income $12,607 $5,125 ----------------------------- Net Income Per Share: Basic $0.76 $0.31 ----------------------------- Diluted $0.74 $0.30 ----------------------------- Shares Used in Computing: Basic 16,486 16,404 ----------------------------- Diluted 16,928 16,879 ----------------------------- (a) Including Depreciation and Amortization of: 2006 - $5,321; 2005 - $5,279. Consolidated Balance Sheets (IN THOUSANDS) April January 2, 1, 2006 2006 - ---------------------------------------------------------------------- Assets Current Assets: Cash and Cash Equivalents $57,914 $46,401 Short-term Investments 7,281 - Accounts Receivable, Net 70,657 62,850 Accounts Receivable - Joint Ventures 4,966 5,570 Note Receivable, Current 2,100 2,100 Inventories 53,002 43,502 Current Deferred Income Taxes 10,976 10,823 Asbestos-Related Insurance Receivables 7,023 7,023 Other Current Assets 3,114 2,761 ------------------ Total Current Assets 217,033 181,030 ------------------ Notes Receivable, Long Term 2,100 2,100 Property, Plant and Equipment, Net 129,693 131,616 Investments in Unconsolidated Joint Ventures 22,186 20,260 Pension Asset 6,667 6,667 Goodwill 21,928 21,928 Other Intangible Assets 728 764 Asbestos-Related Insurance Receivables 30,581 30,581 Other Assets 6,094 5,654 ------------------ Total Assets $437,010 $400,600 ------------------ Liabilities and Shareholders' Equity Current Liabilities: Accounts Payable $22,272 $18,992 Accrued Employee Benefits and Compensation 18,607 13,916 Accrued Income Taxes Payable 8,567 7,209 Asbestos-Related Liabilities 7,023 7,023 Other Current Liabilities 10,735 10,226 ------------------ Total Current Liabilities 67,204 57,366 ------------------ Noncurrent Deferred Income Taxes 6,516 6,359 Noncurrent Pension Liability 15,380 16,973 Noncurrent Retiree Health Care and Life Insurance Benefits 7,048 7,048 Asbestos-Related Liabilities 30,867 30,867 Other Long-Term Liabilities 1,330 1,737 Shareholders' Equity 308,665 280,250 ------------------ Total Liabilities and Shareholders' Equity $437,010 $400,600 ------------------ CONTACT: Rogers Corporation Ed Joyce, 860-779-5705 -----END PRIVACY-ENHANCED MESSAGE-----