-----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, MAr5+/rpH9mqjHpuqMcAb+6V8wMSxfuAtf9LcIpGZ75RF4kY32a45WckZrjgHagJ 23hA4KzesjpC0iAXU2gRMA== 0001157523-07-006401.txt : 20070627 0001157523-07-006401.hdr.sgml : 20070627 20070627084238 ACCESSION NUMBER: 0001157523-07-006401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070626 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070627 DATE AS OF CHANGE: 20070627 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: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 07942574 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 a5435954.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 26, 2007 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 240.13e-4(c)) ================================================================================ Item 2.05 Costs Associated with Exit or Disposal Activities On June 26, 2007, Rogers Corporation (the Company) committed to a plan to restructure its workforce and reduce other related costs. The plan calls for a significant company-wide employee reduction intended to streamline operations. Together with the plan announced on June 13, 2007 related to the employee reduction in the Company's Custom Electrical Components reporting segment, the total cash severance charge is expected to be approximately $3 million. The Company is currently assessing the impact of the related severance costs on the second quarter 2007 earnings in accordance with Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs Associated with Exit or Disposal Activities, and SFAS No. 112, Employers' Accounting for Postretirement Benefits, and will provide this information when it is available. A copy of the press release issued by the Company on June 27, 2007 announcing the restructuring is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 2.06 Material Impairments As a result of increased global competition and price pressure driven by over capacity in the flexible circuit materials market, on June 26, 2007 the Company determined that it currently expects to take a non-cash impairment charge in the second quarter of 2007 related to the write-down of certain assets within the Company's Printed Circuit Materials reporting segment. These assets currently have a book value of approximately $7 million, and are comprised of land, a building, equipment and inventory. The Company, with the assistance of an independent third party valuation specialist, is currently performing a complete valuation analysis on these assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, and will provide this information when it is able to make a determination of such estimate or range of estimates of the impairment charge. It is not anticipated that the impairment charge will result in future cash expenditures by the Company. A copy of the press release issued by the Company on June 27, 2007 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 27, 2007, the Company also announced an update to its second quarter 2007 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) are 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 Rogers reviews the operating results of its business excluding the impact of any asset impairment because it provides an additional basis of comparison. The Company believes that these events are unusual in nature, and would not necessarily be indicative of ongoing operating results. As a result, management believes that excluding such charges is useful in comparing 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 While asset impairments are typically material, they are generally considered to be outside the normal operations of a business. o Corporate management is responsible for the initial and ongoing investments and for making decisions about asset impairment and related charges on those investments. 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, dated June 27, 2007, issued by Rogers Corporation (filed herewith pursuant to Items 2.05 and 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 ---------------------- Dennis M. Loughran Vice President, Finance and Chief Financial Officer Date: June 27, 2007 EX-99.1 2 a5435954ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Rogers Corporation Announces Additional Restructuring and Updates Second Quarter Guidance ROGERS, Conn.--(BUSINESS WIRE)--June 27, 2007--Rogers Corporation (NYSE:ROG) today announced further restructuring, in addition to the actions related to its Custom Electrical Components segment previously reported on June 13, 2007. The Company stated it has taken a number of measures to reduce costs, including a company-wide reduction in employees intended to streamline the business and a number of other initiatives aimed at further reducing expenses and improving operations. Also, related to the decreased production at one of its Printed Circuit Materials segment facilities, the Company may incur an additional non-cash impairment charge related to certain underutilized assets. The Company is revising guidance for the second quarter of fiscal 2007 and will hold a conference call for investors today at 4:00PM to discuss these items. A Q&A session will immediately follow management's comments. Rogers currently projects second quarter net sales of $95 to $97 million, compared to the May 2, 2007 guidance of $102 to $106 million. The sales decline is primarily due to decreased sales within both the Custom Electrical Components and Printed Circuit Materials reporting segments. As mentioned in the June 13, 2007 release, the Durel Division, part of the Custom Electrical Components reporting segment, is subject to asset impairment due to a significant reduction in current and forecasted future sales. In addition, sales of flexible circuit materials have decreased due to on-going commoditization of cell phone flexible circuit materials. Non-GAAP earnings for the second quarter, excluding any impairment charges and the severance expenses discussed below, are expected to be between $0.16 and $0.19 per diluted share versus the previous guidance of $0.45 to $0.49 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. As previously announced on June 13, 2007, the Company is restructuring its Custom Electrical Components reporting segment's Durel Division, which manufactures electroluminescent (EL) lamps, and is expected to incur a non-cash impairment charge this quarter. The total assets included in the restructuring analysis, including land, a building, equipment, unamortized technology licenses, and inventory, have a book value of approximately $24 million. The Company now expects to incur an additional non-cash impairment charge related to its flexible circuit materials product line, which is included in the Printed Circuit Materials reporting segment. Flexible circuit materials, which are used in a variety of consumer electronic products, have been transformed into a commodity product with increased global competition and price pressure driven by over capacity. Rogers believes this condition is not temporary and as a result, some of its assets are potentially subject to impairment. These assets currently have a book value of approximately $7 million and are comprised of land, a building, equipment and inventory. All impairment evaluations are expected to be completed within the next month and associated charges will be included in the Company's second quarter earnings results. Considering the impact of the reduced sales, the Company evaluated its overhead structure and costs and has reduced staffing accordingly. The total cash severance expense associated with this restructuring is expected to be about $3 million, and is also expected to impact second quarter GAAP earnings. The Company also plans to dispose of its polyolefin foam operation and this is not expected to incur any material gain or loss for the Company. The Company expects to complete this transaction during the third quarter. Robert D. Wachob, Rogers' President and CEO, commented, "Rogers businesses have long been subject to the ebbs and flows of business trends and cycles. Unfortunately, the speed of our success with our EL cell phone products comes with an almost equally speedy decline. Due to the magnitude of the sales decline, we are making some significant changes to reduce expenses. By the end of 2007, we expect to decrease payroll expenses by approximately $18 million due to the elimination of approximately 300 hourly and 100 salaried positions. The result of these difficult actions positions Rogers to return to reasonable levels of profitability while preserving our ability to grow." Mr. Wachob concluded, "Our core strategic businesses both in Printed Circuit Materials and High Performance Foams continue to perform in line with our expectations, and we have more new products in various stages of deployment than ever in our history. In addition, we are fully committed to our new business development strategy of seeking out new products and new markets and have preserved almost all of our new product development pipeline. Our Thermal Management Solutions (TMS) business is currently installing equipment and we expect sales in 2008. Recently, we announced a joint development and option to buy agreement with Optodot, with the potential to develop a superior membrane for lithium-ion batteries. TMS started with a similar single agreement and has grown to encompass several agreements and a family of products; it's an example of where our future stand-alone reporting segments may come from. In summary, we have taken the necessary actions to return to reasonable profitability in the near term. We remain committed to achieving our long-term growth targets through developing new products, entering new markets and maintaining our technology leadership position." To participate in today's 4:00PM conference call, please call: 1-800-574-8929 toll-free in the United States and 1-706-634-1907 internationally. There is no pass code for the live teleconference. For playback access, available through 11:59PM (Eastern Time) July 5, 2007, please call: 1-800-642-1687 in the United States and 1-706-645-9291 internationally. The pass code for the audio replay is 5119382. 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. Rogers expects to report its fiscal second quarter results on August 1, 2007 and hold its quarterly earnings conference call on August 2, 2007. 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 from the Rogers Corporation 2006 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 27, 2007, and Rogers undertakes no duty to update this information unless required by law. CONTACT: Rogers Corporation Debra Granger, 860-779-5596 Vice President Corporate Compliance and Controls Fax: 860-779-5509 debra.granger@rogerscorporation.com Rogers' Web site: www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----