-----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, M1ZVwBisYNDAunoH9b8a3wigILyemQixaGzxIDcY0WKulzCA7CtQ/V9cbDcf9Pzs QlS7FItG6nYHqUA/Uy/M5Q== 0001157523-06-011542.txt : 20061120 0001157523-06-011542.hdr.sgml : 20061120 20061120170715 ACCESSION NUMBER: 0001157523-06-011542 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061120 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 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: 061230613 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 a5278962.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): November 20, 2006 ROGERS CORPORATION (Exact name of Registrant as specified in Charter) Massachusetts 1-4347 06-0513860 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) 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 November 20, 2006, the Registrant announced its final third quarter 2006 results. The Registrant's Press Release is furnished herewith as Exhibit 99.1. 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. 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. References to non-GAAP earnings per share are included in the earnings release because management believes that net income from continuing operations and diluted earnings per share, excluding the effect of the one-time tax adjustment, is useful information for investors and should be presented in addition to income determined in accordance with generally accepted accounting principles (GAAP). The third quarter 2005 results include additional one-time adjustments to earnings required to properly state certain tax accounts as of the end of that period. These adjustments primarily relate to an IRS audit of Durel Corporation tax filings for certain years prior to the Company's acquisition of this business in 2003. The one-time tax adjustment in the third quarter of 2006 was the result of a favorable determination of IRS audits for the 2002 and 2003 fiscal years, adjustments relating to the fiscal 2005 federal tax filing, and a one-time tax expense associated with reconciliation of the Company's tax accounts. Rogers reviews the operating results of its businesses excluding the impact of any one-time tax adjustments because it provides an additional basis of comparison. As a result, management believes that excluding such adjustments is useful in comparing past, current and future periods. 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 November 20, 2006, issued by Rogers Corporation (furnished herewith pursuant to Item 2.02) 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: November 20, 2006 EX-99.1 2 a5278962ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Rogers Corporation Releases Final Third Quarter Results ROGERS, Conn.--(BUSINESS WIRE)--Nov. 20, 2006--Rogers Corporation (NYSE:ROG) announced today that final GAAP earnings for the third quarter of 2006 were $0.99 per diluted share, which includes a net tax benefit of $1.4 million, or $0.08 per diluted share attributable to specific tax related issues discussed below. Third quarter 2005 GAAP earnings were $0.59 per share, which includes a $0.10 positive adjustment from one-time tax benefits. As previously announced in the Company's October 26, 2006 press release reporting preliminary third quarter results, the Company had all-time record quarterly sales in the third quarter of $124.0 million, up 45% compared to the $85.4 million in the third quarter of 2005. Third quarter GAAP income and balance sheet statements, as well as a reconciliation of non-GAAP to GAAP earnings for 2005 and 2006, are included at the end of this release. As previously announced in the October 26, 2006 press release, the net tax benefit recorded in the third quarter is primarily related to the successful resolution of an IRS audit covering tax years 2002 and 2003, and the completion of certain state tax audits. The final resolution of these audits resulted in a benefit of $0.14 per diluted share; however, this benefit was mitigated in part by the final reconciliation of the approximate $2.3 million in tax assets requiring additional review as previously disclosed in the October 26, 2006 release. In addition, the benefit was also reduced in part by certain one-time provision adjustments associated with the Company's final 2005 fiscal year federal tax filing. The final reconciliation of the approximate $2.3 million in tax assets and resulting adjustments were predominantly balance sheet reclassifications, but did include a $0.6 million tax expense; all associated adjustments were included in the 2006 third quarter GAAP results. Dennis M. Loughran, Rogers' Vice President Finance and CFO, commented, "The results of this tax reconciliation stem directly from our continuing efforts to remedy the tax accounting material weakness identified in late 2005. The adjustments we have identified have been non-cash and mainly balance sheet reclassifications for tax assets not properly reflected. We have made great strides in our efforts to address the material weakness and are working to fully remediate by year end." 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 November 20, 2006, and Rogers undertakes no duty to update this information unless required by law. Consolidated Statements of Income - ---------------------------------------------------------------------- Three Months Ended Nine Months Ended (IN THOUSANDS, EXCEPT PER October 1, October 2, October 1, October 2, SHARE AMOUNTS) 2006 2005 2006 2005 - ---------------------------------------------------------------------- Net Sales $ 123,951 $ 85,391 $ 331,863 $ 258,127 Costs and Expenses: Cost of Sales(a) 85,446 61,072 223,074 186,027 Selling and Administrative(b) 15,495 12,369 47,123 41,893 Research and Development 6,016 4,897 17,986 15,133 Impairment Charge(c) - - 11,272 20,030 ------------------------------------------- Total Costs and Expenses(d) 106,957 78,338 299,455 263,083 ------------------------------------------- Operating Income (Loss) 16,994 7,053 32,408 (4,956) Other Income (Loss) less Other Charges 2,137 1,000 7,588 3,254 Interest Income/(Expense), Net 607 194 1,585 556 ------------------------------------------- Income (Loss) Before Taxes 19,738 8,247 41,581 (1,146) Income Taxes 2,559 (1,630) 7,798 (7,335) ------------------------------------------- Net Income (Loss) $ 17,179 $ 9,877 $ 33,783 $ 6,189 ------------------------------------------- Net Income (Loss) Per Share: Basic $ 1.02 $ 0.61 $ 2.02 $ 0.38 Diluted $ 0.99 $ 0.59 $ 1.92 $ 0.37 Shares Used in Computing: Basic 16,846 16,267 16,703 16,314 Diluted 17,327 16,727 17,551 16,756 (a) Nine months ended 2005 includes $1,158 write down of inventory associated with the polyolefin foam operation (b) Nine months ended 2005 includes $440 of receivable write offs associated with the polyolefin foam operation (c) Nine months ended 2005 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 South Windham, CT. Nine months ended 2006 includes impairment of goodwill of $6,259 related to the polyolefin foam operation and $5,013 related to the polyester based industrial laminates operation. (d) Including Depreciation and Amortization of: 2006 - $4,849 & $14,216; 2005 - $4,182 & $14,658; Consolidated Balance Sheets - ------------------------------------------- (IN THOUSANDS) Oct. 1, 2006 Jan. 1, 2006 - ---------------------------------------------------------------------- Assets Current Assets: Cash and Cash Equivalents $ 33,731 $ 22,001 Short-term Investments 43,718 24,400 Accounts Receivable, Net 89,210 59,474 Accounts Receivable from Joint Ventures 5,145 5,570 Accounts Receivable, Other 5,950 3,376 Note Receivable, Current 2,100 2,100 Inventories 62,251 43,502 Current Deferred Income Taxes 14,477 10,823 Asbestos-related insurance receivables 7,023 7,023 Other Current Assets 3,555 2,761 -------------------------- Total Current Assets 267,160 181,030 -------------------------- Notes Receivable, Long-term 2,100 2,100 Property, Plant and Equipment, Net 134,244 131,616 Investment in Unconsolidated Joint Ventures 23,318 20,260 Pension Asset 6,667 6,667 Goodwill, Net 10,656 21,928 Other Intangible Assets, Net 487 764 Asbestos-related insurance receivables 30,581 30,581 Other Assets 6,230 5,654 -------------------------- Total Assets $ 481,443 $ 400,600 -------------------------- Liabilities and Shareholders' Equity Current Liabilities: Accounts Payable $ 31,295 $ 18,992 Accrued Employee Benefits and Compensation 29,377 13,916 Accrued Income Taxes Payable 6,421 7,209 Asbestos-related insurance liabilities 7,023 7,023 Other Current Liabilities 15,112 10,226 -------------------------- Total Current Liabilities 89,228 57,366 -------------------------- Noncurrent Deferred Income Taxes 3,320 6,359 Noncurrent Pension Liability 7,016 16,973 Noncurrent Retiree Health Care & Life Insurance Benefits 7,048 7,048 Asbestos-related insurance liabilities 30,867 30,867 Other Long-term Liabilities 1,031 1,737 Shareholders' Equity 342,933 280,250 -------------------------- Total Liabilities and Shareholders' Equity $ 481,443 $ 400,600 -------------------------- These statements are subject to year-end audit. Reconciliation of Third Quarter 2005 Non-GAAP Earnings per Share - --------------------------------------------------------------- GAAP Earnings per Diluted Share $0.59 Tax Adjustment per share 0.10 - ---------------------------------------------------------------------- Non-GAAP Earnings per Diluted Share $0.49 Reconciliation of Third Quarter 2006 Non-GAAP Earnings per Share - --------------------------------------------------------------- GAAP Earnings per Diluted Share $0.99 Tax Adjustment per share 0.08 - ---------------------------------------------------------------------- Non-GAAP Earnings per Diluted Share $0.91 Notes to our Non-GAAP Financial Measures: Rogers believes that net income from continuing operations and diluted earnings per share, excluding the effect of one-time adjustments, is useful information for investors and should be presented in addition to income determined in accordance with generally accepted accounting principles (GAAP). The third quarter 2005 results include additional one-time adjustments to earnings required to properly state certain tax accounts as of the end of that period. These adjustments primarily relate to an IRS audit of Durel Corporation tax filings for certain years prior to the Company's acquisition of this business in 2003. The one-time tax adjustment in the third quarter of 2006 was the result of a favorable determination of IRS audits for the 2002 and 2003 fiscal years, adjustments relating to the fiscal 2005 federal tax filing, and a one-time tax expense associated with reconciliation of the above mentioned $2.3 million tax assets. Rogers reviews the operating results of its businesses excluding the impact of any one-time tax adjustments because it provides an additional basis of comparison. As a result, management believes that excluding such adjustments is useful in comparing past, current and future periods. CONTACT: Rogers Corporation Edward J. Joyce, 860-779-5705 Manager of Investor and Public Relations edward.joyce@rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----