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
14, 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))
Page 1 of 3 |
Item 7.01 Regulation FD Disclosure
In a press release dated May 14, 2013, Rogers Corporation (the “Company”) disclosed that it is taking steps to reduce costs and realize significant savings. 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 any forward-looking statements, speaks as of May 14, 2013, and the Company undertakes no duty to update this information to reflect subsequent events or changes in the Company’s expectations, unless required by law.
The information in Item 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 May 14, 2013. |
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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 14, 2013 |
Page 3 of 3
Exhibit 99.1
Rogers Corporation Updates on Cost Improvement Initiatives
ROGERS, Conn.--(BUSINESS WIRE)--May 14, 2013--Rogers Corporation (NYSE: ROG) (the “Company”) announced today that it is implementing further actions as part of its cost improvement initiatives. These actions are expected to provide substantial cost savings starting in the third quarter of 2013, building to a total annualized net cost savings of approximately $12 million by the first quarter of 2014. These actions include the following:
On April 30, 2013, the Company announced guidance for the second quarter of 2013 of net sales between $129 to $134 million, GAAP income from continuing operations of between $0.45 and $0.56 per diluted share and non-GAAP income (excluding special charges) from continuing operations of between $0.47 and $0.58 per diluted share. The Company now projects GAAP income per diluted share for the second quarter to be $0.32 to $0.43; the net sales and non-GAAP income guidance provided on April 30, 2013 is still appropriate at this time. Reconciliation of the GAAP to non-GAAP guidance is set forth at the end of this release.
Bruce Hoechner, Rogers' President and CEO commented: “We continue on our path to transform Rogers into a leaner organization with consistent growth and strong profitability. These announced actions will allow us to accelerate our profit improvement and continue to make investments in strategic initiatives that we believe will lead to enhanced sales, marketing, manufacturing and technology innovation capabilities that will drive the growth and profitability that we desire.”
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 180 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 the projected future impact of cost reduction initiatives and other projections of financial results and planned operational enhancements, 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, our achieving less than the anticipated benefits and/or incurring greater than anticipated costs relating to cost reduction initiatives or that such initiatives may be delayed or not fully implemented due to unanticipated or greater than anticipated operational, legal or other challenges, changing business, economic, and political conditions both in the United States and in other countries, particularly in light of the sovereign debt issues globally, 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, 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 Forms 10-K and 10-Q 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 14, 2013 and Rogers undertakes no duty to update this information unless required by law.
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.
April 30, 2013 Reconciliation of GAAP to non-GAAP Income Per Diluted Share from Continuing Operations Guidance for the Second Quarter of 2013:
Q2 2013 |
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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 | |
Updated Reconciliation of GAAP to non-GAAP Income Per Diluted Share from Continuing Operations Guidance for the Second Quarter of 2013:
Q2 2013 |
||
Updated Guidance Q2 2013 GAAP income per diluted share from continuing operations |
$0.32 - $0.43 |
|
Add back special charges, net of tax: | ||
Curtailment charges related to freeze of pension plans | 0.05 | |
Other charges related to cost improvement initiatives | 0.08 | |
Relocation charges for Curamik’s final inspection operation |
0.02 |
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Total net special charges | 0.15 | |
Updated Guidance Q2 2013 non-GAAP income per diluted share from continuing operations |
$0.47 - $0.58 |
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The Q2 2013 pretax net special charges are estimated to impact the GAAP income statement as follows:
(Amounts are in millions of dollars) | ||
Q2 2013 |
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Selling General & Administrative | $2.1 | |
Gross Margin | 1.2 | |
Research & Development | 0.2 | |
Total special charges | $3.5 |
CONTACT:
Investor Relations Contact:
Rogers Corporation
William
J Tryon, 860-779-4037
Fax: 860-779-5509
william.tryon@rogerscorp.com
www.rogerscorp.com