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):
May
2, 2011
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 May 2, 2011, the Registrant announced its first quarter 2011 results and provided earnings guidance for the second quarter of 2011. 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 May 2, 2011, 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 |
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99.1 | Press release, dated May 2, 2011, issued by Rogers Corporation |
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 |
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By: |
/s/ Dennis M. Loughran |
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Dennis M. Loughran |
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Vice President, Finance and |
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Chief Financial Officer |
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Date: May 2, 2011 |
Exhibit 99.1
Rogers Corporation Reports All Time Record Quarterly Sales for the First Quarter of 2011
ROGERS, Conn.--(BUSINESS WIRE)--May 2, 2011--Rogers Corporation (NYSE:ROG) announced today all time record quarterly sales of $136.1 million for the first quarter of 2011 and earnings of $0.57 per diluted share, which includes approximately $0.06 per diluted share of additional one-time costs related to the Curamik acquisition. Revenue and earnings exceeded the Company’s first quarter guidance announced on February 17, 2011 of $123 - $127 million of revenue and earnings of $0.49 - $0.53 per diluted share. First quarter 2010 revenues were $83.9 million with earnings of $0.43 per diluted share.
On January 4, 2011 Rogers announced that it had closed the transaction to acquire Curamik Electronics GmbH, a manufacturer of power electronic substrate products headquartered in Eschenbach, Germany. The Company determined this acquisition necessitated a realignment of its segment reporting structure to better align the Company’s external reporting with the way management currently views and operates its business. The new structure consists of its Core Strategic businesses - High Performance Foams (HPF), Printed Circuit Materials (PCM), and the new Power Electronics Solutions (PES), which combines three operating segments, Power Distribution Systems (PDS), Thermal Management Systems (TMS), a start-up venture, and the newly acquired Curamik Electronic Solutions (CES). The Company’s remaining operating segments will be aggregated in the "Other" reportable segment.
Power Electronics Solutions
Curamik Electronic Solutions reported all time record sales for the first quarter of 2011 of $32.9 million. Curamik sales in the first quarter exceeded our earlier expectations as volumes benefited from strong demand for structured ceramic substrates used for IGBT (Insulated Gate Bipolar Transistor) modules in energy efficient motor drives, wind and solar power generation, and HEV/EV applications. Also, Power Distribution Systems reported all time record sales of $12.4 million for the first quarter of 2011 as compared to $9.1 million in sales in the first quarter 2010, an increase of 36%. This increase was driven by continued high demand for PDS products in mass transit applications, particularly in Asia.
Printed Circuit Materials
Sales of Printed Circuit Materials totaled $42.9 million for the first quarter 2011, an increase of 24% from the $34.6 million reported in the first quarter of 2010. Sales were bolstered by increased demand for high frequency circuit materials for applications in the wireless infrastructure market, primarily due to the expansion of 3G and 4G systems globally, necessitated by the proliferation of smartphones and tablets. Also, there was significant demand for printed circuit material products into the automotive market for radar sensors for safety applications.
High Performance Foams
For the first quarter 2011, High Performance Foams had all time record first quarter sales of $39.1 million, an increase of 23% compared to first quarter 2010 sales of $31.8 million. The Company saw a solid increase in demand for the Company's unique cushioning, sealing and energy absorbing solutions across all markets. Bright spots included significantly higher demand for the Company's newest foam materials in large-display mobile internet devices and impact management materials for sports and protective equipment. Demand for the Company's specialized solutions for Clean Technology applications such as solar panels, power electronics, and hybrid vehicles also advanced during the quarter.
Joint Ventures
Rogers’ 50% owned High Performance Foams joint ventures had quarterly sales totaling $18.0 million compared to the $20.3 million sold in the first quarter of 2010. These joint venture sales were down 11.3% compared to the year ago quarter on softer demand in the game console market.
Operational Highlights
Rogers’ balance sheet ended the first quarter of 2011 with cash and short-term investments of $66.1 million and long-term auction rate securities of $37.3 million at par value. Long-term debt was $145 million at the end of the first quarter of 2011. Capital expenditures were approximately $4.1 million for the first quarter 2011 and are expected to total approximately $25 million for the year.
The Company reported a gross margin of 31% for the first quarter of 2011. First quarter gross margins include one-time capacity and acquisition costs, without which the gross margins would have been approximately 33%. The Company’s gross margin was 36.1% for the first quarter of 2010.
The Company’s first quarter effective tax rate was 26.3%. The Company believes its annual effective tax rate will be approximately 25% for 2011.
Robert D. Wachob, Rogers’ President and CEO commented; “Record sales, as well as earnings which exceeded guidance, were just two of our many accomplishments in the first quarter of 2011. We are now building products for several prototype orders at our new PDS operation in Arizona. We completed our acquisition of Curamik, which has performed above expectations during the quarter. Due to the strong demand for Curamik’s products, we have completed our first capacity expansion at the facility and have begun a new project to further expand capacity in the second half of 2011. We made substantial progress at our PCM manufacturing facility in Suzhou, China, which we believe will start commercial shipments by the end of the second quarter of 2011. The PCM custom product expansion in Arizona is now concluded and the sale of a building in Suzhou has been finalized. We had some down side in the quarter, most notably in the PCM business which has experienced significant cost increases related to copper and PTFE (Polytetrafluroethylene) material prices this year. To address these increases, prices were adjusted in the first quarter of 2011 and we expect to see some benefit toward the end of the second quarter of 2011. The price increase did cause some forward buying by our customers, which benefited first quarter of 2011 sales. Lastly, so far we have not experienced any major effects on our business from the tragic earthquake and tsunami in Japan, but we remain cautious. We enter the second quarter of 2011 with more uncertainty than usual. My current expectation is for sales between $134 million and $140 million with earnings of $0.62 to $0.71 per diluted share.”
About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global technology leader in specialty materials and components that enable high performance and reliability of consumer electronics, power electronics, mass transit, clean technology, and telecommunications infrastructure. With more than 179 years of materials science and process engineering knowledge, Rogers provides product designers with solutions to their most demanding challenges. Rogers’ products include advanced circuit materials for wireless infrastructure, power amplifiers, radar systems, high speed digital; power electronics for high-voltage rail traction, hybrid-electric vehicles, wind and solar power conversion; and high performance foams for sealing and energy management in smartphones, aircraft and rail interiors, automobiles and apparel; and other advanced materials for diverse markets including defense and consumer products. Headquartered in Connecticut (USA), Rogers operates manufacturing facilities in the United States, Belgium, China, Germany, and South Korea, with joint ventures and sales offices worldwide. For more information, visit www.rogerscorp.com.
Safe Harbor Statement
Statements in this news release, including but not limited to projections of financial results and planned operational enhancements for the first quarter 2011 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 uncertainties and risks. These uncertainties and risks include, but are not limited to, general economic conditions, market demand and pricing, the possibility that anticipated benefits of acquisitions may not materialize as expected, competitive and cost factors, unanticipated delays or problems in completing our planned operational enhancements to various facilities, uncertainty arising from the natural disaster in Japan, rapid technological change, new product introductions, legal proceedings, and the like. Forward looking statements in this press release should be evaluated together with these as well as the other uncertainties and risks that affect Rogers Corporation’s business, particularly those discussed in its most recent 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 May 2, 2011 and Rogers undertakes no duty to update this information unless required by law.
Additional Information and May 3, 2011 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 first quarter results will be held on Tuesday, May 3, 2011 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, May 10, 2011. The passcode for the audio replay is 61359474.
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 Operations (Unaudited) |
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Three Months Ended |
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(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) |
March 31, 2011 |
March 31, 2010 |
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Net sales | $ | 136,059 | $ | 83,936 | ||
Cost of sales | 93,948 | 53,677 | ||||
Gross margin | 42,111 | 30,259 | ||||
Selling and administrative expenses | 24,499 | 20,974 | ||||
Research and development | 6,021 | 3,543 | ||||
Operating income | 11,591 | 5,742 | ||||
Equity income in unconsolidated joint ventures | 1,428 | 2,218 | ||||
Other income, net | 1,351 | 795 | ||||
Net impairment gain (loss) | 2 | (38) | ||||
Interest income (expense), net | (1,579) | 107 | ||||
Income before income taxes | 12,793 | 8,824 | ||||
Income tax expense | 3,359 | 1,970 | ||||
Net income | $ | 9,434 | $ | 6,854 | ||
Net income per share: | ||||||
Basic | $ | 0.59 | $ | 0.43 | ||
Diluted | $ | 0.57 | $ | 0.43 | ||
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Shares used in computing: | ||||||
Basic | 15,893,475 | 15,768,697 | ||||
Diluted | 16,528,710 | 15,896,518 | ||||
Condensed Consolidated Statements of Financial Position (Unaudited) |
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(IN THOUSANDS) | March 31, 2011 | December 31, 2010 | ||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 66,135 | $ | 80,135 | ||
Short term investments | - | 186 | ||||
Accounts receivable, net | 86,889 | 61,995 | ||||
Accounts receivable from joint ventures | 2,154 | 1,338 | ||||
Accounts receivable, other | 1,967 | 3,773 | ||||
Taxes receivable | 245 | 1,706 | ||||
Inventories | 64,860 | 47,574 | ||||
Prepaid income taxes | 2,660 | 1,938 | ||||
Deferred income taxes | 1,604 | 1,492 | ||||
Asbestos related insurance receivables | 8,563 | 8,563 | ||||
Assets held for sale | 1,841 | 5,841 | ||||
Other current assets | 10,829 | 7,042 | ||||
Total current assets | 247,747 | 221,583 | ||||
Property, plant and equipment, net | 155,934 | 120,087 | ||||
Investments in unconsolidated joint ventures | 23,875 | 25,452 | ||||
Deferred income taxes | 15,696 | 17,120 | ||||
Goodwill and other intangibles | 182,603 | 35,984 | ||||
Asbestos related insurance receivables | 20,733 | 20,733 | ||||
Long-term marketable securities | 33,575 | 33,592 | ||||
Investments, other | 5,000 | 5,000 | ||||
Other long term assets | 7,880 | 5,323 | ||||
Total assets | $ | 693,043 | $ | 484,874 | ||
Liabilities and Shareholders’ Equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 22,711 | $ | 16,296 | ||
Accrued employee benefits and compensation | 24,109 | 26,692 | ||||
Accrued income taxes payable | 3,018 | 1,528 | ||||
Current portion of lease obligation | 1,746 | - | ||||
Asbestos related liabilities | 8,563 | 8,563 | ||||
Other current liabilities | 11,380 | 12,362 | ||||
Total current liabilities | 71,527 | 65,441 | ||||
Long term debt | 145,000 | - | ||||
Long term lease obligation | 9,096 | - | ||||
Pension liability | 31,980 | 31,980 | ||||
Retiree health care and life insurance benefits | 8,144 | 8,144 | ||||
Asbestos related liabilities | 21,159 | 21,159 | ||||
Non-current income tax | 17,908 | 15,339 | ||||
Deferred income taxes | 25,286 | 8,745 | ||||
Other long term liabilities | 3,557 | 3,534 | ||||
Shareholders’ equity | 359,386 | 330,532 | ||||
Total liabilities and shareholders’ equity | $ | 693,043 | $ | 484,874 |
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@rogerscorp.com