0001157523-13-002148.txt : 20130430 0001157523-13-002148.hdr.sgml : 20130430 20130430160502 ACCESSION NUMBER: 0001157523-13-002148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130430 DATE AS OF CHANGE: 20130430 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: 13797452 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 a50621915.htm ROGERS CORPORATION 8K


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):
April 30, 2013

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

Item 7.01         Regulation FD Disclosure

In a press release dated April 30, 2013, the Company announced its first quarter 2013 results and provided guidance for the second quarter of 2013.  A copy of the press release is furnished herewith as Exhibit 99.1.  The Company will also host a conference call and webcast on May 1, 2013 to discuss its results of operations.

All information in this Form 8-K and the Exhibit attached hereto, including guidance or any other forward-looking statements, speaks as of April 30, 2013, and the Company undertakes no duty to update this information to reflect subsequent events, actual results or changes in the Company’s expectations, unless required by law.

The information in Items 2.02 and 7.01 of 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 April 30, 2013, 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

 

 

 

 

By:

/s/ Dennis M. Loughran

 

Dennis M. Loughran

 

Vice President Finance and Chief Financial Officer

 

 

 

Date: April 30, 2013


EX-99.1 2 a50621915ex991.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Reports 2013 First Quarter Results

ROGERS, Conn.--(BUSINESS WIRE)--April 30, 2013--Rogers Corporation (NYSE:ROG) today announced financial results for its first quarter of 2013, reporting net sales of $126.0 million and net income from continuing operations of $0.39 per diluted share, which includes net special charges of $0.05 per diluted share. Excluding these net special charges, non-GAAP net income from continuing operations was $0.44 per diluted share. Net sales and both GAAP and non-GAAP net income from continuing operations were in line with the Company’s updated guidance announced on April 18, 2013 of $126 million in net sales and GAAP and non-GAAP net income from continuing operations of $0.39 and $0.44 per diluted share, respectively. First quarter 2012 net sales were $120.2 million with a net loss from continuing operations of $0.10 per share, which included special charges of $0.36 per share related to restructuring and streamlining initiatives. First quarter 2012 non-GAAP net income per diluted share from continuing operations was $0.26.

Reconciliations of the GAAP to non-GAAP guidance and operating results discussed in this press release are set forth at its conclusion.

Business Segment Discussion

Printed Circuit Materials

Net sales of Printed Circuit Materials totaled $43.6 million for the first quarter of 2013, an increase of 10.6% from the $39.4 million reported in the first quarter of 2012. The increase in net sales is mainly due to strong demand for high frequency printed circuit materials for use in the telecom base station market and in automotive safety sensor applications. In addition, the segment continues to gain adoptions in new wireless antenna applications. These strong growth developments were partially offset by weaker demand in high reliability applications.

High Performance Foams

In the first quarter of 2013, High Performance Foams reported record first quarter net sales of $42.4 million, an increase of 5.0% compared to the first quarter 2012 net sales of $40.4 million. The increase in net sales is due primarily to strong demand for high performance foams in general industrial and consumer applications for cushioning, sealing and impact protection materials, particularly in North America. The business continues to command high market share in sealing applications for mobile internet devices. In this segment, sales into the mobile phone markets, as well as into the tablet device market, were relatively flat quarter over quarter.

Power Electronics Solutions

Curamik Electronics Solutions reported net sales of $23.3 million for the first quarter of 2013, a decrease of 4.1% compared to the first quarter 2012 net sales of $24.3 million. Lower net sales at Curamik in the first quarter of 2013 were largely related to the constriction in global capital and infrastructure spending that originated in the first half of 2012. However, there are signs that this segment is beginning to experience a recovery in demand in most key application areas. In addition, the previously announced cost-cutting move of certain finishing operations to Hungary is on schedule and is expected to result in a positive financial impact by the fourth quarter of 2013.

Power Distribution Systems’ net sales in the first quarter of 2013 were $11.0 million, an increase of 4.5% compared to $10.5 million in the first quarter of 2012. The increase in sales was due primarily to continued demand for power distribution products in the electric vehicle automotive market. Further improvement in demand is expected when the Chinese government implements its announced investments in rail infrastructure.


Joint Ventures

Rogers’ 50% owned High Performance Foams joint ventures’ net sales totaled $10.7 million this quarter, a decrease of 16.4% compared to the $12.8 million sold in the first quarter of 2012. The decrease was mainly due to the depreciation of the Japanese yen against the US dollar of approximately 14% quarter over quarter, as well as the continued weakness in the Japanese domestic and export markets, particularly related to LCD TVs, domestic mobile phones and general industrial applications.

Operational Highlights

Rogers’ statement of financial position ended the first quarter of 2013 with cash and cash equivalents of $126.4 million, an increase of $11.5 million, or 10.1%, from $114.9 million at December 31, 2012. Capital expenditures were approximately $7.7 million for the first quarter of 2013 and are expected to total approximately $26 million for the year.

The Company’s gross margin improved to 32.8% in the first quarter of 2013 from 30.3% in the first quarter of 2012. This improvement was due to increased sales volume and the positive impact of streamlining actions taken in 2012. This was partially offset by lower operating utilization resulting from inventory declines in the quarter.

The Company’s 2013 first quarter effective tax rate was 29.2%. The Company currently projects its effective tax rate for 2013 will be approximately 28%.

Bruce D. Hoechner, President and CEO commented: “For the first quarter of 2013, we delivered solid revenue and margin improvements and saw promising signs of recovery across most of our markets compared to the first quarter of 2012. In Printed Circuit Materials, we profited from strong demand for our advanced circuit materials in 4G internet infrastructure and automotive sensor applications. Our High Performance Foams business generated record first quarter sales buoyed by general industrial applications and impact protection segments. In Power Electronics, we delivered growth in Power Distribution Systems and saw an increase in demand across many of the markets we serve. We expect market conditions to improve for the balance of 2013. For the second quarter of 2013, we forecast net sales between $129 to $134 million and non-GAAP income from continuing operations of between $0.47 and $0.58 per diluted share, which excludes special charges.”

About Rogers Corporation

Rogers Corporation (NYSE:ROG) is a global technology leader in specialty materials and components for consumer electronics, power electronics, mass transit, clean technology, and telecommunications infrastructure. With more than 180 years of materials science and engineering experience, Rogers provides product designers with solutions to help them power, protect and connect our world with greater reliability, efficiency and performance. Rogers’ three core businesses include Power Electronics Solutions for high-voltage rail traction, energy efficient motor drives, wind and solar power conversion; High Performance Foams for cushioning, sealing and impact protection in tablets and smart phones, aircraft, rail and automotive interiors, sporting goods, apparel and gear; and Printed Circuit Materials for wireless infrastructure, power amplifiers, smart antennas, and radar systems for automotive and defense applications. Headquartered in Connecticut (USA), Rogers operates manufacturing facilities in the United States, China, Germany, Belgium, Hungary, and South Korea, with joint ventures and sales offices worldwide. For more information, visit www.rogerscorp.com.


Safe Harbor Statement

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “intends,” “believes,” “estimates,” “should,” “target,” “may,” “project,” “guidance,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results or performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changing business, economic, and political conditions both in the United States and in foreign countries, particularly in light of the sovereign debt crisis being experienced globally and the uncertain outlook for global economic growth, particularly in several of our key markets; uncertainty regarding resolution of the United States fiscal cliff and debt ceiling issues; increasing competition; any difficulties in integrating acquired businesses into our operations and the possibility that anticipated benefits of acquisitions and divestitures may not materialize as expected; delays or problems in completing planned operational enhancements to various facilities; our achieving less than anticipated benefits and/or incurring greater than anticipated costs relating to streamlining initiatives or that such initiatives may be delayed or not fully implemented due to operational, legal or other challenges; changes in product mix; the possibility that changes in technology or market requirements will reduce the demand for our products; the possibility of significant declines in our backlog; the possibility of breaches of our information technology infrastructure; the development and marketing of new products and manufacturing processes and the inherent risks associated with such efforts and the ability to identify and enter new markets; the outcome of current and future litigation; our ability to retain key personnel; our ability to adequately protect our proprietary rights; the possibility of adverse effects resulting from the expiration of issued patents; the possibility that we may be required to recognize impairment charges against goodwill and non-amortizable assets in the future; the possibility of increasing levels of excess and obsolete inventory; increases in our employee benefit costs could reduce our profitability; the possibility of work stoppages, union and work council campaigns, labor disputes and adverse effects related to changes in labor laws; the accuracy of our analysis of our potential asbestos-related exposure and insurance coverage; the fact that our stock price has historically been volatile and may not be indicative of future prices; changes in the availability and cost and quality of raw materials, labor, transportation and utilities; changes in environmental and other governmental regulation which could increase expenses and affect operating results; our ability to accurately predict reserve levels; our ability to obtain favorable credit terms with our customers and collect accounts receivable; our ability to service our debt; certain covenants in our debt documents could adversely restrict our financial and operating flexibility; fluctuations in foreign currency exchange rates; and changes in tax rates and exposure which may increase our tax liabilities. Such factors also apply to our joint ventures. We make no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statements, unless required by law. Additional information about certain factors that could cause actual results to differ from such forward-looking statements include, but are not limited to, those items described in our filings with the Securities and Exchange Commission ("SEC"), including those in Item 1A, Risk Factors, of the Company's Form 10-K for the year ended December 31, 2012 and subsequent Securities and Exchange Commission filings.

Additional Information and May 1, 2013 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 2013 first quarter results will be held on Wednesday, May 1, 2013 at 9:00AM (Eastern Time).

A slide presentation will be made available prior to the start of the call. The slide presentation may be accessed under the investor relations sections of the Rogers Corporation website (www.rogerscorp.com/ir).

The Rogers participants in the conference call will be:

Bruce D. Hoechner, President and CEO
Robert C. Daigle, Senior Vice President and CTO
Dennis M. Loughran, Vice President Finance and CFO

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: 1-855-859-2056 in the United States and 1-404-537-3406 internationally through 11:59PM (Eastern Time), Wednesday, May 8, 2013. The passcode for the audio replay is 36307742.

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/ir. Replay of the archived webcast will be available on the Rogers website approximately two hours following the webcast.


       

Condensed Consolidated Statements of Income (Loss) (Unaudited)

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

March 31,
2013

 

   

March 31,
2012

 

Net sales $ 125,979 $ 120,155
Cost of sales   84,690         83,751  
Gross margin 41,289 36,404
 
Selling and administrative expenses 25,206 24,239
Research and development expenses 5,269 5,323
Restructuring and impairment charges   -         7,349  
Operating income (loss) 10,814 (507 )
 
Equity income in unconsolidated joint ventures

529

657

Other income (expense), net (589 ) (140 )
Net realized investment gain (loss) - (3,245 )
Interest income (expense), net   (905 )       (1,190 )
Income (loss) before income tax expense 9,849 (4,425 )
 
Income tax expense (benefit)   2,873         (2,839 )
Income (loss) from continuing operations

6,976

(1,586

)

Income (loss) from discontinued operations, net of income taxes  

120

       

(222

)

Net income (loss) $ 7,096       $ (1,808 )
 
Basic net income (loss) per share:
Income (loss) from continuing operations

$

0.41

$

(0.10

)

Income (loss) from discontinued operations  

0.01

       

(0.01

)

Net Income (loss) $ 0.42       $ (0.11 )
 
Diluted net income (loss) per share:
Income (loss) from continuing operations $ 0.39 $ (0.10 )
Income (loss) from discontinued operations  

0.01

       

(0.01

)

Net Income (loss) $ 0.40       $ (0.11 )
 
Shares used in computing:
Basic 17,072,459 16,232,856
Diluted       17,673,399         16,232,856  
 

Condensed Consolidated Statements of Financial Position (Unaudited)

       
(IN THOUSANDS) March 31, 2013     December 31, 2012
Assets
Current assets:
Cash and cash equivalents $ 126,414 $ 114,863
Restricted cash - 950
Accounts receivable, net 79,518 78,788
Accounts receivable from joint ventures 2,374 2,142
Accounts receivable, other 2,053 2,297
Taxes receivable 2,099 5,079
Inventories 69,544 73,178
Prepaid income taxes 4,941 4,914
Deferred income taxes 6,878 7,225
Asbestos related insurance receivables 8,195 8,195
Other current assets 7,932 8,559
Assets of discontinued operations   140         746  
Total current assets 310,088 306,936
 
Property, plant and equipment, net 150,157 149,017
Investments in unconsolidated joint ventures 18,490 21,171
Deferred income taxes 70,454 71,439
Goodwill 102,045 105,041
Other intangible assets 50,321 53,288
Asbestos related insurance receivables 40,067 40,067
Investments, other 5,000 5,000
Other long term assets   7,820         8,065  
Total assets $ 754,442       $ 760,024  
 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 16,423 $ 16,730
Accrued employee benefits and compensation 24,850 23,156
Accrued income taxes payable 3,748 3,135
Current portion of lease obligation 1,185 1,423
Current portion of long term debt 21,750 20,500
Asbestos related liabilities 8,195 8,195
Other current liabilities 11,411 11,363
Liabilities of discontinued operations   -         3  
Total current liabilities 87,562 84,505
 
Long term lease obligation 6,681 6,942
Long term debt 73,750 77,500
Pension liability 59,442 65,942
Retiree health care and life insurance benefits 10,654 10,654
Asbestos related liabilities 43,222 43,222
Non-current income tax 19,957 19,300
Deferred income taxes 16,494 17,545
Other long term liabilities 310 262
 
Shareholders’ equity
Capital stock 17,070 16,904
Additional paid in capital 77,599 74,272
Retained earnings 407,880 400,784
Accumulated other comprehensive income (loss)   (66,178 )       (57,808 )
Total shareholders’ equity   436,371         434,152  
Total liabilities and shareholders’ equity $ 754,442       $ 760,024  
 

Reconciliation of non-GAAP Financial Measures to the Comparable GAAP Measures

Non-GAAP Financial Measures

Management believes non-GAAP information provides meaningful supplemental information regarding the Company’s performance by excluding certain expenses that are generally non-recurring and accordingly may not be indicative of the core business operating results. The Company believes that this additional financial information is useful to management and investors in assessing the Company’s historical performance and when planning, forecasting and analyzing future periods. However, the non-GAAP information has limitations as an analytical tool and should not be considered in isolation from, or as alternatives to, financial information prepared in accordance with GAAP.

Reconciliation of GAAP to non-GAAP Income Per Diluted Share from Continuing Operations for the First Quarter of 2013 and 2012:

The following table includes non-recurring charges related to special adjustments.

    Q1 2013     Q1 2012
   
GAAP income per diluted share from continuing operations $ 0.39 $ (0.10 )

Add back special adjustments, net of tax:

Severance and related charges 0.03 0.24
Relocation charges for Curamik’s final inspection operation 0.02 -
Impairment charge on auction rate security liquidation - 0.10
Other special charges   -       0.02  
Total special charges   0.05       0.36  
 
Non-GAAP income per diluted share from continuing operations $ 0.44    

$

0.26

 
 

Reconciliation of GAAP to non-GAAP Income Per Diluted Share from Continuing Operations Guidance for the Second Quarter of 2013:

The following table includes non-recurring charges related to special adjustments.

    Q2 2013
Guidance Q2 2013 GAAP income per diluted share from continuing operations $0.45 - $0.56
 
Add back special charges, net of tax:
Relocation charges for Curamik’s final inspection operation 0.02
 
Guidance Q2 2013 non-GAAP income per diluted share from continuing operations $0.47 - $0.58
 

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
Director of Investor and Public Relations
FAX: 860-779-5509
william.tryon@rogerscorp.com