-----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, GDeApPwsG8u0gSuINNSptV2H4McABmtfi+9zSHhyF7CJm3iIuitIvb22jM3/OgAe EZmFDN9P7dChhrMj6IZGvQ== 0001157523-10-004577.txt : 20100802 0001157523-10-004577.hdr.sgml : 20100802 20100802160441 ACCESSION NUMBER: 0001157523-10-004577 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100802 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100802 DATE AS OF CHANGE: 20100802 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: 10984176 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 a6382225.htm 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):
August 2, 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 August 2, 2010, the Registrant announced its second quarter 2010 results.  The Registrant also provided earnings guidance for the third 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  August 2, 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 August 2, 2010, the Registrant announced its second quarter 2010 results.  The Registrant also provided earnings guidance for the third 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  August 2, 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 August 2, 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: August 2, 2010

EX-99.1 2 a6382225ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Reports 2010 Second Quarter Results Which Exceed the Company’s Prior Forecasts

ROGERS, Conn.--(BUSINESS WIRE)--August 2, 2010--Rogers Corporation (NYSE:ROG) announced today second quarter 2010 revenues of $96.6 million and earnings per diluted share of $0.52. Revenues and earnings per diluted share were higher than the Company’s updated guidance announced on June 1, 2010 of $90 - $94 million in revenues and $0.40 - $0.45 earnings per diluted share. Second quarter 2009 revenues were $67.4 million with a net loss of $4.31 per share, which included net one-time charges of $67.2 million, or $4.29 per share.

In the second quarter of 2010, Rogers concluded that a realignment of its segment reporting structure was appropriate in order to better align the Company’s external reporting with the way management currently operates its businesses. The new structure will be segmented into three major categories – “Core Strategic”, “Development Stage” and “Other”. The “Core Strategic” category will contain three operating segments - High Performance Foams, Printed Circuit Materials and Power Distribution Systems; the “Development Stage” category will report the results of two operating segments (which represent new business development efforts) – Thermal Management Solutions and Printed and Electronic Solutions (formerly Durel); and the third category, “Other”, will report the aggregated results of the elastomer components, polyimide laminate systems and composite materials operating segments. For complete disclosure of these segment changes, please reference the Company's 2010 second quarter Form 10-Q, which should be filed on or about August 3, 2010. All prior periods discussed in this release have been adjusted to reflect this new reporting structure.

High Performance Foams

High Performance Foams set an all time quarterly record for sales of $38.9 million for the second quarter of 2010, an increase of 53% compared to second quarter 2009 sales of $25.4 million. The second quarter of 2010 saw robust growth for high performance specialty foam materials across all geographic regions. This segment’s wide array of product solutions for the mass transit market continues to win new designs. In the mobile internet device market, Rogers' portfolio of product solutions for impact and dust protection in the most advanced new devices led to significant additional demand in the quarter. The recent acquisition of a high performance foam producer in South Korea is operating as expected and contributed approximately 10% of this segment’s second quarter 2010 revenues.

Printed Circuit Materials

Sales of Printed Circuit Materials for the second quarter of 2010 were $33.6 million, an increase of 37% from the $24.5 million reported in the second quarter of 2009. There was significant strength in defense applications and other markets requiring high reliability which contributed to the strong increase in the year-over-year quarterly sales for this segment. Additionally, part of the sales growth this quarter was driven by demand for printed circuit materials in the wireless infrastructure market as heavier than anticipated orders were realized in North America, China and Europe.


Power Distribution Systems

Power Distribution Systems sales for the second quarter of 2010 were $10.1 million, compared to sales of $9.7 million reported in the second quarter of 2009. The increase in revenues in this year’s second quarter as compared to last year is related primarily to increased demand in sustainable energy applications in Asia. Sales into the mass transit market in Europe were mostly flat year-over-year but demand for Power Distribution Systems products across almost all targeted markets in Asia continues to grow.

Joint Ventures

Rogers’ 50% owned joint ventures had second quarter 2010 sales totaling $22.9 million compared to the $23.2 million sold in the second quarter of 2009, which included $4.4 million of sales from the 50/50 Polyimide Laminate Systems joint venture with Mitsui Chemicals, Inc., which was dissolved on March 31, 2010. Sales at the Company’s joint ventures with INOAC Corporation in China and Chang Chun Plastics Co., Ltd. in Taiwan were up significantly compared to the year ago quarter.

Operational Highlights

The Company reported an all time record gross margin of 38.6% for the second quarter of 2010 as compared to a gross margin of 25.3% for the second quarter of 2009, on the strength of higher capacity utilization and a lower post-restructuring overhead cost structure.

Rogers’ balance sheet ended the second quarter with cash and short-term investments of $44.8 million and long-term auction rate securities of $40.2 million at par value. Total inventories increased to $44.8 million at the end of the second quarter of 2010 as compared to $33.8 million at the end of 2009. This increase in inventories was necessary to support the higher level of sales occurring in 2010.

Capital expenditures were approximately $3.1 million and $1.8 million for the first half and second quarter of 2010, respectively, and are expected to total approximately $17 million for the year.

The Company’s second quarter effective tax rate was 20.3%. The Company believes its annual average effective tax rate will be approximately 23% for 2010, a reduction from previous estimates due primarily to a shift of profits into more favorable tax jurisdictions.

Robert D. Wachob, Rogers’ President and CEO commented; “I am pleased with the Company’s year-over-year sales growth, especially the progress we are making in markets benefiting from the three global megatrends on which Rogers is focusing - continued expansion of the internet, growth in mass transit and investment in sustainable energy. Assuming continued improvement in global economic conditions and based on our customers’ current applications and latest design wins we are optimistic about our future growth. It is particularly exciting that our Thermal Management Solutions business continues to make good progress, fully qualifying products for production and receiving orders for its aluminum silicon carbide parts from the two largest European manufacturers of insulated gate bipolar transistors (IGBT). In addition, we are adding manufacturing capability for our Power Distribution Systems business in one of our existing facilities in Arizona to better serve the growing needs in North America. Lastly, we see no indication that our customers are building inventory. In fact, the volume of orders has increased while the individual order size is down, indicating to us that our customers are buying only what they need. Our operations have the capacity to continue to respond well to growing customer demands and lead times are stable. For the third quarter, I expect sales between $97 and $102 million and earnings ranging from $0.52 to $0.57 per diluted share at a 25% tax rate.


About Rogers Corporation

Rogers Corporation, headquartered in Rogers, Connecticut 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 Bremen, Germany) and Asia (Suzhou, China and Ansan, South Korea). In Asia, Rogers maintains sales offices in Japan, China, Taiwan, South Korea and Singapore. Rogers has joint ventures in Japan and China with INOAC Corporation and in Taiwan with Chang Chun Plastics Co., Ltd.

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 from the Rogers Corporation 2009 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 August 2, 2010 and Rogers undertakes no duty to update this information unless required by law.

Additional Information and August 3, 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: http://www.rogerscorp.com

A conference call to discuss second quarter results will be held on Tuesday, August 3, 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 and Principal Accounting Officer
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), Tuesday, August 10, 2010. The passcode for the audio replay is 89278862.

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.


 

Condensed Consolidated Statements of Income (Unaudited)

 
Three Months Ended Six Months Ended
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)   June 30,

2010

  June 30,

2009

  June 30,

2010

  June 30,

2009

Net sales $ 96,608 $ 67,368 $ 180,545 $ 132,843
Cost of sales   59,273     50,325     112,951     101,871  
Gross margin 37,335 17,043 67,594 30,972
 
Selling and administrative expenses 23,709 18,809 44,683 35,551
Research and development expenses 5,879 4,244 9,422 9,714
Restructuring and impairment charges   -     15,127     -     17,922  
Operating income (loss) 7,747 (21,137 ) 13,489 (32,215 )
 
Equity income in unconsolidated joint ventures 1,757 1,579 3,975 1,207
Other income (expense), net 1,055 (228 ) 1,864 (302 )
Net impairment losses (120 ) (472 ) (172 ) (472 )
Interest income (expense), net (3 ) 111 103 286
Acquisition gain   -     2,908     -     2,908  
Income (loss) before income tax 10,436 (17,239 ) 19,259 (28,588 )
 
Income tax expense   2,123     50,294     4,092     47,663  
Net income (loss) $ 8,313   $ (67,533 ) $ 15,167   $ (76,251 )
 
Basic net income (loss) per share: $ 0.53 $ (4.31 ) $ 0.96 $ (4.87 )
Diluted net income (loss) per share: $ 0.52 $ (4.31 ) $ 0.95 $ (4.87 )
 
Shares used in computing:
Basic 15,785,656 15,673,924 15,777,176 15,655,985
Diluted 15,985,195 15,673,924 15,940,857 15,655,985

   

Condensed Consolidated Statements of Financial Position (Unaudited)

 
(IN THOUSANDS)   June 30, 2010   December 31, 2009
Assets
Current assets:
Cash and cash equivalents $ 44,718 $ 57,738
Short-term investments 43 399
Accounts receivable, net 61,993 46,179
Accounts receivable from joint ventures 1,542 2,654
Accounts receivable, other 1,264 909
Taxes Receivable 2,596 2,677
Inventories 44,800 33,826
Prepaid income taxes 2,317 1,949
Deferred income taxes 530 484
Asbestos-related insurance receivables 6,944 6,944
Assets held for sale 5,841 5,841
Other current assets   5,844     4,615
Total current assets 178,432 164,215
 
Property, plant and equipment, net 116,180 123,140
Investments in unconsolidated joint ventures 29,709 33,968
Deferred income taxes 7,600 8,227
Goodwill and other intangibles 32,463 10,340
Asbestos-related insurance receivables 20,466 20,466
Long-term marketable securities 35,984 37,908
Investments, Other 5,000 5,000
Other long-term assets   4,298     4,214
Total assets $ 430,132   $ 407,478
 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 13,103 $ 9,308
Accrued employee benefits and compensation 24,230 16,081
Accrued income taxes payable 861 1,349
Asbestos-related liabilities 6,944 6,944
Other current liabilities   8,030     9,163
Total current liabilities 53,168 42,845
 
Pension liability 28,641 28,641
Retiree health care and life insurance benefits 8,053 8,053
Asbestos-related liabilities 20,587 20,587
Non-current income tax 8,412 8,299
Deferred Income Taxes 5,732 5,406
Other long-term liabilities 3,188 697
Shareholders’ equity   302,351     292,950
Total liabilities and shareholders’ equity $ 430,132   $ 407,478

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
william.tryon@rogerscorporation.com
Fax: 860-779-5509

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