-----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, MhEQ3qnM8yJTItm+6mnCogcqmXB65+CSIZhmQKpxIK3ukIA19JkIplhoqES1TdkG mTiIR+6bed2scKr0HJOwew== 0001157523-10-006369.txt : 20101101 0001157523-10-006369.hdr.sgml : 20101101 20101101160322 ACCESSION NUMBER: 0001157523-10-006369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101101 DATE AS OF CHANGE: 20101101 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: 101154991 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 a6492291.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):
November 1, 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 November 1, 2010, the Registrant announced its third quarter 2010 results.  The Registrant also provided earnings guidance for the fourth 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  November 1, 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 November 1, 2010, the Registrant announced its third quarter 2010 results.  The Registrant also provided earnings guidance for the fourth 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  November 1, 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 November 1, 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: November 1, 2010

EX-99.1 2 a6492291-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Reports 2010 Third Quarter Results

ROGERS, Conn.--(BUSINESS WIRE)--November 1, 2010--Rogers Corporation (NYSE:ROG) announced today third quarter 2010 revenues of $101.3 million and earnings per diluted share of $0.55. Revenues and earnings per diluted share were consistent with the Company’s guidance announced on August 2, 2010 of $97 - $102 million in revenues and $0.52 - $0.57 earnings per diluted share. Third quarter 2009 revenues were $81.0 million with net earnings of $0.40 per diluted share. Pre-tax income was $12.8 million or 12.6% of sales for the third quarter 2010, a level not achieved since 2006, compared to $6.8 million or 8.4% of sales for the third quarter 2009.

High Performance Foams

High Performance Foams set an all time quarterly record for sales of $40.6 million for the third quarter of 2010, an increase of 20% compared to third quarter 2009 sales of $33.8 million. The Company’s industry-leading products for cushioning, sealing and protecting sensitive components in mobile internet devices were in high demand, especially for new devices with large touch screen displays. Sales of products that meet stringent industry standards in the mass transit market, particularly seating and sealing applications, remained strong. The Company also began shipping products designed into new Hybrid-Electric automobiles in the quarter. The revenues for high performance foams are typically highest in the third quarter. However, the Company believes sales late in the second quarter and early in the third quarter of 2010 were higher than normal due to an inventory build by one very large cell phone OEM. This was caused by the OEM’s reaction to a labor strike at a major electronic manufacturing service (EMS) provider. Additionally, the Company’s fabricators built additional inventory anticipating a continued increase in orders in the third quarter period.

Printed Circuit Materials

Sales of Printed Circuit Materials (PCM) for the third quarter of 2010 were $37.4 million, an increase of 31% from the $28.6 million reported in the third quarter of 2009. Robust demand for printed circuit materials continued in the wireless infrastructure market as the pace of 3G and 4G systems deployments around the world accelerated. Defense applications and other markets requiring high reliability printed circuit materials also remained strong. During the past quarter the Company has seen an increase in the number of design wins for its printed circuit materials moving into commercial production.

Power Distribution Systems

Power Distribution Systems (PDS) sales for the third quarter of 2010 were $10.4 million, compared to sales of $9.7 million reported in the third quarter of 2009. Mass transit applications remained strong and demand for wind turbine applications in Asia recovered in the third quarter of 2010 leading to record sales in the month of September.

Joint Ventures

Rogers’ 50% owned unconsolidated joint ventures had third quarter 2010 sales totaling $28.0 million compared to the $30.4 million sold in the third quarter of 2009. Sales in the third quarter of 2009 included $5.5 million of sales from the Company’s 50/50 Polyimide Laminate Systems (PLS) joint venture with Mitsui Chemicals, Inc., which was dissolved on March 31, 2010 and is now included in the Company’s consolidated results.

In October 2010, the Company sold its position in the 50/50 joint venture, Rogers Chang Chun Technology Co., Ltd. (RCCT), and will record a gain of approximately $3.2 million or $0.15 per diluted share in the fourth quarter of 2010. This action essentially completes the Company’s exit of the commoditized flexible circuit materials business and allows it to focus more on growing its core strategic businesses.

Operational Highlights

Rogers’ gross margin for the third quarter of 2010 was 36.4% versus 30.4% for the third quarter of 2009. The third quarter 2010 gross margin benefited from increased capacity utilization and improved operating leverage as compared to the year ago quarter. Going forward, as the Printed Circuit Materials business prepares to bring additional capacity on line in its Suzhou, China facility in 2011, it will incur higher costs that will have a slight negative impact on gross margins during this transition period.

Rogers’ balance sheet ended the third quarter with cash and short-term investments of $53.2 million and long-term auction rate securities of $37.8 million at par value. Total inventories increased to $46.6 million at the end of the third 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 $3.7 million and $6.8 million for the third quarter and year-to-date of 2010, respectively, and are expected to total approximately $15 million for the year.

The Company’s third quarter effective tax rate was 30.7%. The Company believes its effective tax rate will be in the range of 26% for the full year of 2010.

Robert D. Wachob, Rogers’ President and CEO commented; “I am quite pleased with our continued progress in the third quarter and how our people have held the cost reduction gains implemented in 2009. Looking forward I see the markets for our products to continue to be healthy, albeit at a slower rate of growth than earlier in the year and with some customer inventory corrections, especially in our High Performance Foams business. Our PLS business will reach end of life at year end, and as of October we have sold our remaining interest in RCCT to Chang Chun Plastics Co., Ltd. This essentially ends our almost 40 year participation in the flexible materials business. Several significant transitions are expected to occur in the fourth quarter. We are moving part of our elastomer components business in China from a nearby leased facility to our main campus in Suzhou. Our PDS business will begin start-up activities at our Arizona facility. PCM will begin start-up in earnest of our new facility in Suzhou with a goal of having first qualification samples to our customers early in the first quarter of 2011. Finally, we are progressing more rapidly than planned in our high speed digital application initiatives and will incur several hundred thousand dollars of expense for customer qualification materials. All of this bodes very well for the future growth of the Company. Our fourth quarter is usually less robust than our third quarter and this year should be no different. I expect sales between $91 and $96 million and earnings ranging from $0.52 to $0.57 per diluted share, including a one-time gain of $0.15 per diluted share related to the sale of our 50% share of RCCT.”


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 November 1, 2010 and Rogers undertakes no duty to update this information unless required by law.

Additional Information and November 2, 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 third quarter results will be held on Tuesday, November 2, 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, November 9, 2010. The passcode for the audio replay is 20559354.

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 Nine Months Ended
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)   September 30,

2010

 

September 30,
2009

  September 30,

2010

  September 30,

2009

Net sales $ 101,331 $ 81,019 $ 281,876 $ 213,862
Cost of sales   64,496       56,422     177,447       158,293  
Gross margin 36,835 24,597 104,429 55,569
 
Selling and administrative expenses 20,793 16,390 65,476 51,941
Research and development expenses 4,792 3,812 14,214 13,526
Restructuring and impairment charges   -       189     -       18,111  
Operating income (loss) 11,250 4,206 24,739 (28,009 )
 
Equity income in unconsolidated joint ventures 2,373 2,287 6,348 3,494
Other income (expense), net (759 ) 212 1,051 (110 )
Net impairment losses (149 ) - (267 ) (453 )
Interest income, net 70 81 174 368
Acquisition gain   -       -     -       2,908  
Income (loss) before income tax 12,785 6,786 32,045 (21,802 )
 
Income tax expense   3,929       455     8,022       48,118  
Net income (loss) $ 8,856     $ 6,331   $ 24,023     $ (69,920 )
 
Basic net income (loss) per share: $ 0.56 $ 0.40 $ 1.52 $ (4.46 )
Diluted net income (loss) per share: $ 0.55 $ 0.40 $ 1.50 $ (4.46 )
 
Shares used in computing:
Basic 15,816,131 15,712,724 15,790,161 15,674,898
Diluted 16,006,948 15,736,318 15,962,887 15,674,898

   

Condensed Consolidated Statements of Financial Position (Unaudited)

 
(IN THOUSANDS)   September 30, 2010   December 31, 2009
Assets
Current assets:
Cash and cash equivalents $ 53,241 $ 57,738
Short-term investments - 399
Accounts receivable, net 66,512 46,179
Accounts receivable from joint ventures 1,555 2,654
Accounts receivable, other 1,589 909
Taxes Receivable 2,596 2,677
Inventories 46,642 33,826
Prepaid income taxes 2,290 1,949
Deferred income taxes 326 484
Asbestos-related insurance receivables 6,944 6,944
Assets held for sale 5,841 5,841
Other current assets   6,441     4,615
Total current assets 193,977 164,215
 
Property, plant and equipment, net 118,964 123,140
Investments in unconsolidated joint ventures 33,176 33,968
Deferred income taxes 6,653 8,227
Goodwill and other intangibles 32,555 10,340
Asbestos-related insurance receivables 20,466 20,466
Long-term marketable securities 34,190 37,908
Investments, Other 5,000 5,000
Other long-term assets   4,339     4,214
Total assets $ 449,320   $ 407,478
 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 11,477 $ 9,308
Accrued employee benefits and compensation 27,446 16,081
Accrued income taxes payable 2,146 1,349
Asbestos-related liabilities 6,944 6,944
Other current liabilities   7,783     9,163
Total current liabilities 55,796 42,845
 
Pension liability 24,641 28,641
Retiree health care and life insurance benefits 8,053 8,053
Asbestos-related liabilities 20,587 20,587
Non-current income tax 7,540 8,299
Deferred Income Taxes 6,524 5,406
Other long-term liabilities 3,247 697
Shareholders’ equity   322,932     292,950
Total liabilities and shareholders’ equity $ 449,320   $ 407,478

CONTACT:
Rogers Corporation
Financial News Contact:
Dennis M. Loughran, 860-779-5508
Vice President and 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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