-----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, WSQYYJmXarv0nMZvCtRYsSuVG1UQCuy2k6S5LECZ/xGSs8+3Cco4JdBnSUutKSGw sThXqs+W4OtNKtidTV5D5g== 0001157523-09-001366.txt : 20090218 0001157523-09-001366.hdr.sgml : 20090218 20090218161154 ACCESSION NUMBER: 0001157523-09-001366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090218 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090218 DATE AS OF CHANGE: 20090218 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: 09618797 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 a5899415.htm 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):
February 18, 2009

ROGERS CORPORATION
(Exact name of Registrant as specified in Charter)

Massachusetts

1-4347

06-0513860

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer 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 2.02     Results of Operations and Financial Condition.

In a Press Release dated February 18, 2009, the Registrant announced its fourth quarter and fiscal year 2008 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 February 18, 2009, in its earning release for the fourth quarter and fiscal year 2008, the Registrant also provided earnings guidance for the first quarter of 2009. 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.

(d) Exhibits
 

Exhibit No.

Description

 
99.1 Press release, dated February 18, 2009, 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:

February 18, 2009

EX-99.1 2 a5899415ex991.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Reports 2008 Year-End and Fourth Quarter Results

ROGERS, Conn.--(BUSINESS WIRE)--February 18, 2009--Rogers Corporation (NYSE:ROG) announced today net sales for the full year 2008 of $365.4 million, a decrease of 11.5% from the $412.7 million sold in 2007. Full year net income for 2008 was $1.67 per diluted share an increase of 26.5% over the $1.32 earned for the full year 2007. Fourth quarter 2008 revenues were $78.6 million compared with $104.5 million in the fourth quarter of 2007. Net earnings for the fourth quarter of 2008 were $0.24 per diluted share compared to $0.48 for the fourth quarter of 2007. Fourth quarter revenues were in line with the Company’s January 12, 2009 revised guidance of $78-$79 million in revenues while earnings per diluted share were higher than the revised guidance of $0.05-$0.11, primarily related to improved business unit operating performance and a favorable tax rate benefit. For the fourth quarter of 2008 there were two previously announced one-time events impacting the Company’s earnings, the sale of the Induflex subsidiary that added $0.20 in after tax earnings per diluted share (included in discontinued operations) and the CalAmp settlement agreement at an after tax cost of $0.43 per diluted share (included in selling, general and administrative expenses).

As anticipated, the Company’s 2008 revenues were impacted by significantly lower sales for its Durel and flexible circuit material products, which could not be completely compensated for by growth in most of its other businesses. However, due to the restructuring efforts that were completed during 2007, the Company was able to achieve higher earnings despite reduced sales.

Printed Circuit Materials

Sales of Printed Circuit Materials for the fourth quarter of 2008 totaled $28.9 million, down approximately 15.7% from the $34.3 million reported in the fourth quarter of 2007. Most of the year-over-year decline in quarterly sales is attributed to the significant decline in sales of flexible circuit materials while sales of high frequency materials into the Satellite TV market continued to see weakness during the quarter due to the downturn in the housing market and decline in consumer spending. On a positive note, the government of China officially announced the issuing of licenses for Third Generation (3G) wireless systems to the three major telecom providers in China. This will benefit the Company as it is has already received significant orders that support this wireless infrastructure build in China. Also, high frequency circuit material sales into the defense market remain strong.

High Performance Foams

High Performance Foams had quarterly sales of $26.5 million, approximately 12% less than the $30.1 million reported for the fourth quarter of 2007. Sales across all end markets in this segment were down this quarter primarily due to the global economic crisis and the associated drop in consumer spending. It appears that significant inventory exists in the portable communications market, particularly the cell phone market in Asia, and the Company anticipates this may adversely impact sales in this segment until excess inventories are worked off. The Company’s new product introductions continue to do well and should help bolster this segment once the economy and consumer spending regain positive momentum.


Custom Electrical Components

Custom Electrical Component sales for the fourth quarter of 2008 were $16.7 million, compared to sales of $34.5 million reported in the fourth quarter of 2007. The decline in revenue is directly attributed to the anticipated reduction in demand for electroluminescent lamps (EL) for keypad backlighting in the portable communications market. However, power distribution systems continue to have robust demand in locomotives as the mass transit infrastructure build continues across the world, especially in China, as well as increased penetration in wind power applications.

Joint Ventures

Rogers’ 50% owned joint ventures had quarterly sales totaling $26.2 million, a decrease of 25.8% compared to the $35.3 million sold in the fourth quarter of 2007. Revenues were down approximately 58% at the Company’s flexible circuit material joint venture (RCCT) in Taiwan which primarily serves the cell phone market, and down approximately 27% at its polyurethane foam joint ventures with INOAC Corporation in Japan and China. The polyurethane foam joint ventures experienced weakened demand in both the gaming console and cell phone markets, caused by significant inventory reduction efforts by their customers. Total 2008 joint venture sales were $114.4 million compared to $115.0 million in 2007.

Operational Highlights

Rogers’ gross margin was 31.2% for the full year and 27.4% for the fourth quarter 2008, which compares to 27.0% for the full year and 31.6% for the fourth quarter 2007. Inventories at year end totaled $41.6 million versus $49.1 million at the end of 2007. The Company averaged less than nine weeks of inventory in 2008.

Rogers ended the year with a very strong balance sheet with a combined cash and short-term investment balance of $70.6 million, while the Company generated free cash flow of $51.3 million. The Company’s holdings of auction rate securities at the end of the fourth quarter had a par value of $50.0 million and a fair value of $43.4 million. The difference between par and fair value is reflected in the equity section of the Company’s balance sheet. Capital expenditures were approximately $21 million for the full year 2008 down from the approximately $31 million in 2007. Rogers anticipates capital expenditures of approximately $20 million in 2009.

The Company's 2008 effective tax rate was 13.9%. The lower tax rate in 2008 primarily resulted from a more significant portion of the Company's earnings generated in lower-taxed foreign jurisdictions as well as certain one-time tax adjustments. The Company believes the tax rate for 2009 will be in the range of 21%.

Robert D. Wachob, Rogers’ President and CEO commented: “While 2008 sales declined by almost 12%, the Rogers team did a great job of maximizing earnings which were up 26% to $1.67 per share. Free cash flow was very strong at $51.3 million. That said, we are expecting a difficult 2009 and have already reduced salaried positions by 10% and removed an estimated $27 million of annualized expenses, which will not meaningfully benefit results until the second quarter. Currently, we expect first quarter 2009 sales of $60 to $65 million and a loss of $0.45 to $0.55 per share after approximately $2.5 million or $0.13 per share of severance charges. How long this very depressed sales level will last is an unknown, but we do know that those customers who have not purchased since late 2008 as they reduced their own inventory levels will at some point have to start buying again. So far this quarter our U.S. and European sales are down 10-12% and Asia remains virtually shutdown. Although these are very challenging times, we remain committed to new business initiatives and our new product development activities. We face these trying times with a solid balance sheet, strong liquidity and no debt, and with a demonstrated ability to manage our cash flow. It is our intent to capitalize on this downturn and emerge stronger than our competitors.


Rogers Corporation (NYSE:ROG), headquartered in Rogers, CT, is a global technology leader in the development and manufacture of high performance, specialty-material-based products for a variety of applications in diverse markets including: portable communications, communications infrastructure, computer and office equipment, consumer products, ground transportation, aerospace and defense. Rogers operates manufacturing facilities in the United States (Arizona, Connecticut and Illinois), Europe (Ghent, Belgium) and Asia (Suzhou, China). In Asia, the Company maintains sales offices in Japan, China, Taiwan, Korea and Singapore. Rogers has joint ventures in Japan and China with INOAC Corporation, in Taiwan with Chang Chun Plastics Co., Ltd. and in the U.S. with Mitsui Chemicals, Inc.

The world runs better with Rogers.® www.rogerscorp.com

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 2007 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 February 18, 2009, and Rogers undertakes no duty to update this information unless required by law.

Additional Information and February 19, 2009 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.rogerscorp.com

A conference call to discuss year-end and fourth quarter results will be held on Thursday, February 19, 2009 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

Debra J. Granger, Vice President, Corporate Compliance and Controls

Robert M. Soffer, Vice President and Secretary

Paul B. Middleton, Principal Accounting Officer and Treasurer

Ronald J. Pelletier, Corporate Controller

William J. Tryon, 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

1-973-935-8524 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, February 26, 2009. The passcode for the audio replay is 85186136.

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.rogerscorp.com. Replay of the archived webcast will be available on the Rogers website beginning two hours following the webcast.


Condensed Consolidated Statements of Income (Unaudited)

  Three Months Ended   Year Ended
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)   December 31, 2008   December 30, 2007   December 31, 2008   December 30, 2007
Net sales $ 78,574   $ 104,510 $ 365,362   $ 412,698
Cost of sales   57,006       71,474       251,399     301,393
Gross margin 21,568 33,036 113,963 111,305
 
Selling and administrative 26,309 19,207 82,215 71,395
Research and development 4,965 7,341 21,885 24,600
Restructuring and impairment charges   -       256       -     3,538
Operating income (loss) (9,706 ) 6,232 9,863 11,772
 
Equity income in unconsolidated joint ventures 1,090 3,234 6,236 8,086
Other income less other charges 3,805 452 6,060 1,673
Interest income, net   935       702       2,947     2,009
 
Income (loss) from continuing operations before income taxes

(3,876

)

10,620

25,106

23,540

Income tax expense (benefit)   (4,083 )     2,538       3,489     2,915
Income from continuing operations 207 8,082 21,617 20,625
Income (loss) from discontinued operations   3,647       (89 )     4,898     1,499
Net income $ 3,854     $ 7,993       26,515     22,124
 
Basic net income per share:
Income from continuing operations $ 0.01 $ 0.49 $ 1.38 $ 1.25
Income (loss) from discontinued operations   0.23       (0.01 )     0.31     0.09
Net income $ 0.24 $ 0.48 $ 1.69 $ 1.34
 
Diluted net income per share:
Income from continuing operations $ 0.01 $ 0.49 $ 1.36 $ 1.23
Income (loss) from discontinued operations   0.23       (0.01 )     0.31     0.09
Net income $ 0.24 $ 0.48 $ 1.67 $ 1.32
 
Shares used in computing:
Basic 15,615,439 16,394,938 15,714,884 16,555,656
Diluted 15,739,928 16,570,680 15,924,172 16,749,337

Condensed Consolidated Statements of Financial Position (Unaudited)

(IN THOUSANDS)

December 31,
2008

  December 30,

2007

Assets  
Current assets:
Cash and cash equivalents $ 70,170 $ 34,875
Short–term investments 455 53,300
Accounts receivable, net 44,492 74,545
Accounts receivable from joint ventures 3,185 3,368
Accounts receivable, other 2,765 2,203
Inventories 41,617 49,144
Prepaid income taxes 1,579 5,160
Deferred income taxes 9,803 10,180
Asbestos-related insurance receivables 4,632 4,303
Other current assets 5,595 3,351
Assets of discontinued operations   -     6,625
Total current assets 184,293 247,054
 
Property, plant and equipment, net 145,222 144,420
Investments in unconsolidated joint ventures 31,051 30,556
Deferred income taxes 37,939 9,984
Pension asset - 2,173
Goodwill and other intangibles 9,634 10,131
Asbestos-related insurance receivables 19,416 19,149
Long-term marketable securities 42,945 -
Other assets 4,933 4,698
Assets of discontinued operations   -     2,783
Total assets $ 475,433   $ 470,948
 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable 11,619 21,370
Accrued employee benefits and compensation 23,378 13,746
Accrued income taxes payable 1,318 6,326
Asbestos-related liabilities 4,632 4,303
Other current liabilities 18,889 20,178
Liabilities of discontinued operations   -     2,363
Total current liabilities 59,836 68,286
 
Noncurrent pension liability 43,683 8,009
Noncurrent retiree health care and life insurance benefits 7,793 6,288
Asbestos-related liabilities 19,644 19,341
Other long-term liabilities 8,333 4,619
Liabilities of discontinued operations - 424
Shareholders’ equity   336,144     363,981
Total liabilities and shareholders’ equity $ 475,433   $ 470,948

CONTACT:
Rogers Corporation
Financial News Contact:
Dennis M. Loughran, 860-779-5508
Vice President Finance and Chief Financial Officer
Fax: 860-779-4714
or
Investor Contact:
William J. Tryon, 860-779-4037
Manager of Investor and Public Relations
Fax: 860-779-5509
william.tryon@rogerscorporation.com

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