-----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, N5wKTU4Fuk5YYFCixucKU8OD+LZVkySxnS3GBMl7zGrv4XdOgKBo+hUn5vUwxP94 YbMMOOKksPOvDoLiSwORJA== 0001157523-10-001034.txt : 20100218 0001157523-10-001034.hdr.sgml : 20100218 20100218160430 ACCESSION NUMBER: 0001157523-10-001034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100218 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100218 DATE AS OF CHANGE: 20100218 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: 10616315 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 a6185466.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, 2010

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, 2010, the Registrant announced its fourth quarter and fiscal year 2009 results.  The Registrant also provided earnings guidance for the first quarter of 2010.  A copy of the press release is furnished herewith as Exhibit 99.1

All information in this Form 8-K and the Exhibit attached hereto, including guidance or any other forward-looking statements, speaks as of  February 18, 2010, and the Registrant undertakes no duty to update this information to reflect subsequent events, actual results or changes in the Registrant’s expectations, unless required by law.

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

In a Press Release dated February 18, 2010, the Registrant announced its fourth quarter and fiscal year 2009 results.  The Registrant also provided earnings guidance for the first quarter of 2010.  A copy of the press release is furnished herewith as Exhibit 99.1

All information in this Form 8-K and the Exhibit attached hereto, including guidance or any other forward-looking statements, speaks as of  February 18, 2010, and the Registrant undertakes no duty to update this information to reflect subsequent events, actual results or changes in the Registrant’s expectations, unless required by law.

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.

(d)  Exhibits

Exhibit No.

Description

 
99.1 Press release, dated February 18, 2010, issued by Rogers Corporation (furnished herewith pursuant to Item 2.02 and 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:

February 18, 2010

EX-99.1 2 a6185466-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Reports 2009 Fourth Quarter and Full Year Results

ROGERS, Conn.--(BUSINESS WIRE)--February 18, 2010--Rogers Corporation (NYSE:ROG) announced today that fourth quarter 2009 revenues were $78.0 million with net earnings of $0.45 per diluted share, which includes one-time net favorable adjustments of $0.05 per diluted share. Excluding these one-time adjustments, non-GAAP earnings per diluted share for the fourth quarter of 2009 were $0.40. Fourth quarter 2008 revenues were $78.6 million with net earnings from continuing operations of $0.01 per diluted share which includes one-time net charges of $0.20 per diluted share. Excluding one-time adjustments, non-GAAP earnings per diluted share from continuing operations for the fourth quarter of 2008 were $0.21.

Net sales for the full year of 2009 were $291.8 million, a decrease of 20.1% from the $365.4 million in 2008. Full year 2009 resulted in a net loss of $4.01 per share compared to net income from continuing operations of $1.36 per diluted share for 2008. 2009 results included approximately $67.2 million, or $4.29 per share, of one-time adjustments related primarily to asset impairments, a valuation allowance on the Company’s US deferred tax assets, and other tax adjustments. Excluding one-time adjustments, non-GAAP diluted earnings per share from continuing operations for 2009 would have been $0.28 per diluted share versus $1.79 for 2008.

A reconciliation of GAAP to non-GAAP operating results for the fourth quarter and full year 2009 and 2008 is included at the end of this release.

Printed Circuit Materials

Sales of Printed Circuit Materials for the fourth quarter of 2009 totaled $29.8 million, up 3.1% from the $28.9 million reported in the fourth quarter of 2008. During the fourth quarter of 2009 there was continued strong demand for high frequency circuit materials in the satellite TV market for low noise block-down converters (LNB’s) in China. Sales into the wireless infrastructure market were down in the fourth quarter of 2009 as 3G system procurement in China was delayed until 2010 while high frequency circuit material sales into the defense and high reliability markets were up modestly in the fourth quarter of 2009.

High Performance Foams

High Performance Foam sales were $28.4 million for the fourth quarter of 2009, approximately 7.2% higher than the $26.5 million reported in the fourth quarter of 2008. The year-over-year quarterly increase is attributed to incremental revenues from the Company’s acquisition of certain assets of MTI Global Inc., and an increase in demand in the portable communications market. Also, customer inventory liquidation issues in the portable communications market negatively impacted sales volumes in the fourth quarter of 2008, but did not reoccur in the fourth quarter of 2009.

Custom Electrical Components

Custom Electrical Component sales for the fourth quarter of 2009 were $13.4 million, compared to sales of $16.7 million reported in the fourth quarter of 2008. This year-over-year quarterly decrease in sales is directly related to the previously announced decline in the demand for electroluminescent (EL) lamps for keypad backlighting in the portable communications market. Sales of Power Distribution System products into the mass transit market were stable in the fourth quarter of 2009. These products continue to make good progress in penetrating the sustainable energy market for wind turbine applications, especially in Asia, even though some large scale projects have been delayed.

Joint Ventures

Rogers’ 50% owned joint ventures had quarterly sales totaling $30.5 million, an increase of 16.4% compared to the $26.2 million sold in the fourth quarter of 2008. Revenues in the fourth quarter of 2009 versus the prior quarter increased on strength in sales at the Company’s high performance foams joint ventures. Total 2009 joint venture sales were $95.3 million compared to $114.4 million in 2008.

Operational Highlights

Rogers’ gross margin was 27.2% for the full year and 30.4% for the fourth quarter 2009, which compares to 31.2% for the full year and 27.4% for the fourth quarter 2008. Inventories at year end totaled $33.8 million versus $41.6 million at the end of 2008, as the Company intensified its focus on working capital management during the economic downturn.

Rogers ended the year with a very strong balance sheet with a combined cash and short-term investment balance of $58.1 million. The Company had redeemed $6.6 million at par value of auction rate securities during 2009 and has $43.4 million of par value of such securities remaining. Capital expenditures were approximately $12.1 million for the full year 2009, down from the approximately $21 million in 2008. Rogers has a capital expenditure budget of $17 million for 2010.

The Company's 2009 effective tax rate was a negative 212.0%, which was primarily driven by the need to establish a valuation allowance on the Company’s US deferred tax assets in the second quarter of 2009. The Company believes the tax rate for 2010 will be approximately 22%.

Robert D. Wachob, Rogers’ President and CEO commented: “The significant cost reductions we implemented in the first half of 2009 resulted in sequentially improving profits as sales increased from a dismal first half. Our gross margin remained constant sequentially, even with lower sales and lower inventories as compared to the third quarter. When sales begin to increase we expect to see further improvement in our gross margin. Looking ahead, Rogers is focused on addressing three megatrends: the continued growth of the internet, the expansion of mass transit systems, and investment in sustainable energy. We currently have over 200 active projects with prospective customers within these three megatrends. In 2010, we expect that more than 35% of our sales will be in these three growth areas. We already have or plan to introduce in 2010 the products needed to address the immediate needs of the three megatrends. Therefore, we feel we are well positioned to grow as our customers introduce new products, such as LTE (4G) base stations and hybrid electric and electric vehicles, to the market beginning in 2010 and increasing over the next several years. The people at Rogers have worked very hard and have collaborated well to put us in an excellent position to grow and prosper in the future. The first quarter of 2010 has so far been stronger than expected as LNB sales in China continue at the fourth quarter rate. China Mobil has awarded the next round of TD-SCDMA contracts and our customers are buying high frequency circuit board laminate at a very rapid rate. With this in mind, I expect sales of $75 to $80 million and earnings of $0.23 to $0.30 per diluted share for the first quarter of 2010.”


About Rogers Corporation

Rogers Corporation, 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: communications infrastructure, consumer products, portable communications, mass transit, defense, automotive, and sustainable energy. Most of the Company’s products are covered by trade secrets or patents. Rogers operates manufacturing facilities in the United States (Arizona, Connecticut, and Illinois), Europe (Ghent, Belgium and Bremen, Germany) and Asia (Suzhou, China). In Asia, Rogers 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 US with Mitsui Chemicals, Inc.

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

Safe Harbor Statement

Statements in this news release other than historical facts, including without limitation statements regarding the Company’s business strategy, future results of operations and financial position, and plans and objectives of management, are 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 risks and uncertainties that could cause results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include economic conditions, market demand and pricing, competitive and cost factors, rapid technological change, new product introductions, legal proceedings, and other risk factors described in the Company’s Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission (SEC) and other Company filings made with the SEC. All information in this press release is as of February 18, 2010 and Rogers undertakes no duty to update this information unless required by law.

Additional Information and February 19, 2010 Conference Call

For more information, please contact the Company directly, visit Rogers’ website on the Internet, or send a message by email.

Website Address: www.rogerscorp.com

A conference call to discuss 2009 fourth quarter and full year results will be held on Friday, February 19, 2010 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
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), Friday, February 26, 2010. The passcode for the audio replay is 56330339.

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 approximately two hours following the webcast.

(Financial Statements Follow)


Condensed Consolidated Statements of Income (Unaudited)

       
Three Months Ended Year Ended
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)  

December 31,
2009

 

December 31,
2008

 

December 31,
2009

 

December 31,
2008

Net sales $ 77,959 $ 78,574 $ 291,821 $ 365,362
Cost of sales   54,253       57,006       212,546       251,399
Gross margin 23,706 21,568 79,275 113,963
 
Selling and administrative expenses 16,607 26,309 68,549 82,215
Research and development expenses 3,869 4,965 17,395 21,885
Restructuring and impairment charges   4,792       -       22,903       -
Operating income (expense) net (1,562 ) (9,706 ) (29,572 ) 9,863
 
Equity income in unconsolidated joint ventures 1,968 1,090 5,462 6,236
Other income less other charges 1,149 3,805 1,040 6,060
Net investment gain (loss) 89 - (364 ) -
Interest income, net 9 935 377 2,947
Gain on Acquisition   -       -       2,908       -
Income (loss) from continuing operations before income taxes 1,653 (3,876 ) (20,149 ) 25,106
 
Income tax expense (benefit)   (5,397 )     (4,083 )     42,721       3,489
Income (loss) from continuing operations 7,050 207 (62,870 ) 21,617
Income from discontinued operations, net   -       3,647       -       4,898
Net income (loss) $ 7,050     $ 3,854     $ (62,870 )   $ 26,515
 
Basic net income (loss) per share:
Income (loss) from continuing operations $ 0.45 $ 0.01 $ (4.01 ) $ 1.38
Income from discontinued operations, net   -       0.23       -       0.31
Net income (loss) $ 0.45 $ 0.24 $ (4.01 ) $ 1.69
 
Diluted net income (loss) per share:
Income (loss) from continuing operations $ 0.45 $ 0.01 $ (4.01 ) $ 1.36
Income from discontinued operations, net   -       0.23       -       0.31
Net income (loss) $ 0.45 $ 0.24 $ (4.01 ) $ 1.67
 
Shares used in computing:
Basic 15,741,624 15,615,439 15,691,579 15,714,884
Diluted 15,786,741 15,739,928 15,691,579 15,924,172

Condensed Consolidated Statements of Financial Position (Unaudited)

   
 
(IN THOUSANDS)   December 31, 2009   December 31, 2008
Assets
Current assets:
Cash and cash equivalents $ 57,738 $ 70,170
Short–term investments 399 455
Accounts receivable, net 46,179 44,492
Accounts receivable from joint ventures 2,654 3,185
Accounts receivable, other 909 2,765
Taxes Receivable 2,677 -
Inventories 33,826 41,617
Prepaid income taxes 1,949 1,579
Deferred income taxes 484 9,803
Asbestos-related insurance receivables 6,944 4,632
Assets held for sale 5,841 -
Other current assets   4,615     5,595
Total current assets 164,215 184,293
 
Property, plant and equipment, net 123,140 145,222
Investments in unconsolidated joint ventures 33,968 31,051
Deferred income taxes 8,227 45,945
Goodwill and other intangibles 10,340 9,634
Asbestos-related insurance receivables 20,466 19,416
Long-term marketable securities 37,908 42,945
Investments, Other 5,000 -
Other long-term assets   4,214     4,933
Total assets $ 407,478   $ 483,439
 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 9,308 $ 11,619
Accrued employee benefits and compensation 16,081 25,780
Accrued income taxes payable 1,349 1,318
Asbestos-related liabilities 6,944 4,632
Other current liabilities   9,163     16,487
Total current liabilities 42,845 59,836
 
Pension liability 28,641 43,683
Retiree health care and life insurance benefits 8,053 7,793
Asbestos-related liabilities 20,587 19,644
Non-current income tax 8,299 7,493
Deferred Income Taxes 5,406 8,006
Other long-term liabilities 697 840
Shareholders’ equity   292,950     336,144
Total liabilities and shareholders’ equity $ 407,478   $ 483,439

Notes to Reconciliation of Non-GAAP Financial Measures to the Comparable GAAP Financial Measures

Management believes non-GAAP information provides meaningful supplemental information regarding the Company’s performance by excluding certain one-time expenses that may not be indicative of the core business operating results. Rogers believes that this additional financial information is useful to management and investors in assessing the Company’s historical performance and liquidity and when planning, forecasting and analyzing future periods.

Reconciliation of GAAP to Non-GAAP Earnings Per Share for the Fourth Quarter

and Full Year 2009 and 2008

     

2009

2008

 

Q4 GAAP earnings per share (continuing operations) $ 0.45 $ 0.01
Less: Impairment of certain long-lived assets 0.25 -
MTI Global integration costs 0.08 -
Benefit of net operating loss carry back extension and release of related valuation allowance due to legislation enacted in Q4 2009

(0.32

)

-

Other tax adjustments (0.06 ) -
Litigation settlement expense - 0.43
Impact of full year effective tax rate true-up impacting Q4 2008   -         (0.23 )
Q4 Non-GAAP earnings per diluted share $ 0.40       $ 0.21  
 
Full Year GAAP earnings (loss) per share (continuing operations) $ (4.01 ) $ 1.36
Less: Valuation allowance on US deferred tax asset 3.38 -
Impairment of certain long-lived assets 1.12 -
Severance charges 0.25 -
MTI Global integration costs 0.13 -
Product liability claim 0.12 -
Inventory restructuring reserves and auction rate security valuation impairments

0.07

-

Benefit of net operating loss carry back extension and release of related valuation allowance due to legislation enacted in Q4 2009

(0.33

)

-

Tax benefit on foreign impairment charges (0.21 ) -
Gain on acquisition of MTI Global assets (0.18 ) -
Other tax adjustments (0.06 ) -
Litigation expense   -         0.43  
Full Year Non-GAAP earnings per share $ 0.28       $ 1.79  

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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