-----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, OUtrcG4ckiVn032yYBfXsG02mlxk4qUm3b1NTsyXxsSWlBLldeHR0KsYOqyadcc4 i/V0I+WW3LsxMT8HSBzdGw== 0001157523-06-006516.txt : 20060630 0001157523-06-006516.hdr.sgml : 20060630 20060629182124 ACCESSION NUMBER: 0001157523-06-006516 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060629 ITEM INFORMATION: Material Impairments ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060630 DATE AS OF CHANGE: 20060629 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: 06935201 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 a5180290.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) June 29, 2006 Rogers Corporation __________________________________________________ (Exact Name of Registrant as Specified in Its 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) (Zip Code) Registrant's telephone number, including area code (860) 774-9605 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: [ ] 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 240.13e-4(c)) _________________________________ ITEM 2.06 Material Impairments On June 29, 2006, Rogers Corporation (the "Company") concluded that the Company will potentially take a non-cash charge in the second quarter of 2006 related to the write-down of impaired assets within the Company's Other Polymer Products reporting segment, which includes four operating units: elastomer components, polyolefin foams, polyester-based laminates, and non-woven composite materials. The non-cash impairment charge involves the assets associated with the Company's polyolefin foams and polyester-based laminates businesses. Due to recent market and customer developments, increasing competitive pricing pressure, and rising raw materials prices, the profitability and viability of these segments appear more questionable in the long term than previously forecasted. Consequently, the Company expects these events to unfavorably impact future sales and profit forecasts with respect to these specific businesses. Rogers determined that these conditions are not temporary and qualify as indicators of impairment, resulting in the potential impairment of the related assets. The Company cannot currently estimate the amount or the range of amounts of the impairment charge; however, it will provide this information when it is able to make a determination of such estimate or range of estimates. A copy of the press release issued by the Company on June 29, 2006 announcing the expected impairment charge is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. ITEM 7.01 Regulation FD Disclosure On June 29, 2006, the Company also announced an update to its second quarter 2006 guidance. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The press 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. At this time, the Registrant can not provide the required reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures, as the potential impairment charges resulting in the non-GAAP financial measures are not known to the Company as of the time of this filing. These reconciliations will be included in future filings when these amounts, or a range of these amounts, become determinable. References to non-GAAP earnings per share (excluding the potential effect of the aforementioned potential impairment charges) is included in the earnings release because management believes that diluted earnings per share, excluding the effect of the potential impairment charges, is a measure that should be presented as it is useful to investors. Management believes that the following should be considered when evaluating these non-GAAP financial measures: o The Registrant reviews the operating results of its business excluding the impact of any discrete events, such as impairment charges, because it provides an additional basis of comparison. Management believes that these events are infrequent 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. The non-GAAP financial measures included in the earnings release will be reconciled to the comparable GAAP results when these amounts are known and such reconciliations will be posted on the Registrant's website at www.rogerscorporation.com. The information furnished in this report in this Item 7.01 and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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 by Rogers Corporation dated June 29, 2006 issued by Rogers Corporation (filed herewith pursuant to item 2.06 and furnished herewith pursuant to Item 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 ------------------------------ Name: Dennis M. Loughran Title: Vice President, Finance and Chief Financial Officer Date: June 29, 2006 EXHIBIT INDEX Exhibit No. Description ---------- ----------- 99.1 Press release by Rogers Corporation dated June 29, 2006 issued by Rogers Corporation (filed herewith pursuant to item 2.06 and furnished herewith pursuant to Item 7.01). EX-99.1 2 a5180290-ex991.txt EXHIBIT 99.1 Rogers Corp. Files 8-K and Projects Record Second Quarter Sales and Record Full-Year Earnings ROGERS, Conn.--(BUSINESS WIRE)--June 29, 2006--Rogers Corporation (NYSE:ROG) today announced that it is filing a Form 8-K with the Securities and Exchange Commission (SEC), reporting a potential non-cash asset impairment charge involving the Company's Other Polymer Products reporting segment. This reportable segment, which comprised 12% of net sales in 2005, includes four operating units: elastomer components, polyolefin foams, polyester-based laminates, and non-woven composite materials. Due to recent market and customer developments, Rogers believes that the future outlook of the Company's polyolefin foams and polyester-based laminates operating units has changed from previous expectations. As a result, it was determined that these events qualify as indicators of impairment under generally accepted accounting principles (GAAP) and that the assets associated with these two operating units may require a non-cash impairment charge, which could affect the Company's second quarter 2006 GAAP earnings. The vast majority of the polyolefin foam unit's assets were impaired during 2005 when the Company significantly restructured this business and scaled down the unit's market focus. However, due to unforeseen recent competitive developments, the profitability and viability of the business appear more questionable in the long term than originally forecast in 2005. The polyester-based laminates unit includes shielding materials used mostly in the cable industry. The cable market has been affected by rising raw material prices, especially copper. In addition, it now appears that certain new higher margin non-cable applications, which would further diversify the heavily concentrated commodity cable product business, will take longer to come to fruition than originally planned. Consequently, the Company expects these events to unfavorably impact future sales and profit forecasts. The polyolefin foam and polyester-based laminates operating units currently have long-lived assets and goodwill of approximately $16 million, of which approximately $11 million represents residual goodwill. The exact amount of any impairment charge will not be known until a full assessment is completed by the Company with the assistance of an independent third-party valuation specialist. The Company will disclose such amount or range when it has been determined. Second Quarter Guidance The Company also announced that, excluding any aforementioned non-cash impairment charges, it now expects both sales and non-GAAP earnings to be above previous guidance ranges and at record levels for the second quarter of 2006. Rogers now projects second quarter net sales to be $101 to $103 million compared to the April 20, 2006, guidance of $97 to $100 million. Non-GAAP earnings for the second quarter, excluding any impairment charges, are projected to be $0.69 to $0.72 per diluted share versus previous guidance of $0.63 to $0.67 per diluted share. The Company cannot at this time reconcile the non-GAAP financial measures to the most directly comparable GAAP financial measures, as the potential impairment charges resulting in the non-GAAP financial measures are not known to the Company at this time. Robert D. Wachob, President and CEO, commented, "Outside of any potential GAAP impairment adjustments, we are extremely pleased with the overall expected results for this quarter, which is usually slower than the third and fourth quarters of the year. The higher-than-expected second quarter operating results are due to sales leverage, continued market penetration, and improved execution in our worldwide strategic operations. Any impairment adjustment related to our Other Polymer Products segment correlates with our continued emphasis on structuring our businesses in line with our long-term strategic interests. Additionally, even after the impairment charge, we expect record sales and GAAP earnings for 2006." Rogers Corporation, headquartered in Rogers, CT, U.S.A., develops and manufactures high-performance specialty material based products, 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 June 29, 2006, and Rogers undertakes no duty to update this information unless required by law. CONTACT: Editorial and Investor Contact: Rogers Corporation Edward J. Joyce, 860-779-5705 Fax: 860-779-5509 E-mail: edward.joyce@rogerscorporation.com Rogers' Web site: www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----