0001157523-15-001423.txt : 20150429 0001157523-15-001423.hdr.sgml : 20150429 20150429160725 ACCESSION NUMBER: 0001157523-15-001423 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150429 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150429 DATE AS OF CHANGE: 20150429 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: 15812787 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 a51091526.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):
April 29, 2015

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 29, 2015, the Company announced its first quarter 2015 results and provided guidance for the second quarter of 2015.  A copy of the press release is furnished herewith as Exhibit 99.1.  The Company will also host a conference call and webcast on April 30, 2015 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 29, 2015, 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 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 29, 2015, 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/ David Mathieson

 

David Mathieson

 

Vice President, Finance and

 

Chief Financial Officer

 

Date: April 29, 2015

EX-99.1 2 a51091526-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Reports Strong Earnings and All-time Record Quarterly Sales for the First Quarter of 2015

  • All-time record net sales of $165.1 million, up 12.6%

    • Organic Growth of 3.2%, excluding unfavorable currency impact of 4.3%
    • Acquisition contribution of 13.8% growth
  • EPS of $0.94 (non-GAAP), excluding discrete acquisition related impacts of $0.22 per diluted share (GAAP EPS of $0.72)
  • Gross margin of 38.8% (non-GAAP), up 200 basis points (37.8% GAAP gross margin)
  • Operating margin of 15.8% (non-GAAP), up 120 basis points (12.2% GAAP operating margin)
  • Completed Arlon acquisition on January 22, 2015

ROGERS, Conn.--(BUSINESS WIRE)--April 29, 2015--Rogers Corporation (NYSE:ROG) today announced financial results for the first quarter of 2015. The first quarter of 2015 results include the newly acquired Arlon business from the date of acquisition, January 22, 2015.

For the first quarter of 2015 net sales were $165.1 million with net earnings of $0.72 per diluted share. Arlon contributed $20.2 million of net sales and earnings of $0.17 per diluted share for the quarter. The Company incurred discrete charges of $0.22 per diluted share related to integration activities and non-recurring purchase accounting costs in the first quarter of 2015. Exclusive of these acquisition related impacts, net earnings were $0.94 per diluted share. Net sales were slightly below, and non-GAAP net earnings exceeded, the Company’s guidance provided on February 17, 2015. First quarter of 2014 net sales were $146.6 million with net earnings of $0.79 per diluted share.

The Company’s record net sales performance was achieved through year-over-year quarterly sales growth of 12.6%. On a currency adjusted basis, the Company delivered organic sales growth of 3.2% from the same quarter of the prior year. Fluctuations in currency exchange rates from the first quarter of 2014 unfavorably impacted organic sales by $6.5 million or 4.3%. Arlon contributed 13.8% of the increase in net sales for the quarter.

Bruce D. Hoechner, President and CEO commented, “Rogers achieved its ninth consecutive quarter of year-over-year revenue growth, and set another sales record in the first quarter of 2015. In addition, we continued our journey of improved margin performance as a result of our strategic focus on operational excellence. The Arlon acquisition closed early in the quarter and was able to make a strong contribution to both the top and bottom line. Overall, our results were tempered by what we believe is temporary weaker demand in some of our markets, as well as the unfavorable impact of currency exchange rates.”


Business Segment Discussion

Printed Circuit Materials
Printed Circuit Materials reported first quarter of 2015 net sales of $71.3 million, a 21.8% increase compared to first quarter of 2014 net sales of $58.5 million. On a currency adjusted basis, organic sales grew 5.2% from the same quarter of the prior year. Fluctuations in currency exchange rates unfavorably impacted net sales in the first quarter by approximately $0.8 million or 1.3% as compared with the first quarter of 2014. Net sales include $10.5 million or 17.9% from Arlon in the first quarter of 2015. Growth was driven by increased demand for high frequency circuit materials going into wireless infrastructure, automotive Advanced Driver Assistance Systems, and aerospace and defense applications. This growth was partially offset by lower demand in mobile internet device wireless antenna applications due to higher than expected inventory levels in the supply chain.

High Performance Foams
High Performance Foams reported first quarter of 2015 net sales of $44.6 million, an 8.1% increase compared to first quarter 2014 net sales of $41.2 million. On a currency adjusted basis, organic sales declined by 3.2% from the same quarter of the prior year. Fluctuations in currency exchange rates unfavorably impacted net sales in the first quarter by approximately $0.6 million or 1.4% as compared with the first quarter of 2014. Net sales include $5.2 million or 12.7% from Arlon in the first quarter of 2015. Weaker demand in portable electronics was partially offset by increased demand in general industrial and consumer applications.

Power Electronics Solutions
Power Electronics Solutions reported first quarter of 2015 net sales of $38.5 million, a 5.6% decrease compared to first quarter of 2014 net sales of $40.8 million. Excluding the unfavorable currency impact, first quarter of 2015 organic net sales grew by approximately 6.9% compared to the first quarter of 2014. Net sales were unfavorably impacted by approximately $5.1 million or 12.5% due to fluctuations in currency exchange rates as compared with the first quarter of 2014. Results reflect strong demand in mass transit and electric vehicle applications offset in part by weaker demand in variable frequency motor drives and certain renewable energy applications.

Other
Net sales of other products reported for the first quarter of 2015 were $10.7 million, an increase of 75.4% compared to the first quarter of 2014 net sales of $6.1 million. This increase was predominantly driven by Arlon related sales of $4.5 million in the first quarter of 2015.

Operational Highlights
Rogers ended the first quarter of 2015 with cash and cash equivalents of $199.9 million, a decrease of $37.5 million, or 15.8%, from $237.4 million on December 31, 2014. Net cash provided by operating activities was $12.9 million for the first quarter of 2015 compared to the $17.8 million for the first quarter of 2014. Capital expenditures were approximately $8.5 million for the first quarter of 2015.

The Company’s non-GAAP gross margins of 38.8% (37.8% GAAP) in the first quarter of 2015 compared to 36.8% for the first quarter of 2014. Operating margin on a non-GAAP basis was 15.8% (12.2% GAAP) for the first quarter of 2015 compared to 14.6% for the first quarter of 2014.

The Company’s 2015 first quarter effective tax rate was 31.5%.

Outlook
Rogers projects its second quarter of 2015 net sales will be between $175 to $185 million and non-GAAP net earnings between $0.81 and $0.93 per diluted share, which excludes estimated integration costs of $0.10 per diluted share. Included in the second quarter of 2015 net sales guidance is the unfavorable impact of approximately $7.7 million due to currency exchange rates.


For full year of 2015, Rogers expects capital expenditures to be in the range of $33 to $38 million and its effective tax rate to be approximately 30%.

Non-GAAP Financial Measures
Reconciliations of non-GAAP measures used in this release to the applicable GAAP financial measures appear at the end of the press release.

About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global leader in engineered materials helping to Power, Protect, Connect our world. With more than 180 years of materials science experience, Rogers delivers high-performance solutions that enable clean energy, internet connectivity, safety and protection and other technologies where reliability is critical. Rogers delivers Power Electronics Solutions for energy-efficient motor drives, vehicle electrification and alternative energy; High Performance Foams for sealing, vibration management and impact protection in mobile devices, transportation interiors, industrial equipment and performance apparel; and Printed Circuit Materials for wireless infrastructure, automotive safety and radar systems. 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
This release contains forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements do not constitute guarantees of future performance. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, restructuring, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. Risks that could cause such results to differ include: changing business, economic, and political conditions both in the United States and in foreign countries, particularly in light of the uncertain outlook for global economic growth, particularly in several of our key markets; the possibility that changes in technology or market requirements will reduce the demand for our products increasing competition; the possibility of adverse effects resulting from the expiration of issued patents; any difficulties integrating acquired businesses into our operations and the possibility that anticipated benefits of acquisitions and divestitures may not materialize as expected or additional costs may be incurred; delays or problems in completing planned operational enhancements to various facilities; and 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. The risk factors identified in our filings with the Securities and Exchange Commission, including the Company's most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q, could impact any forward-looking statements contained in this release. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein. This release refers to various non-GAAP financial measures. We believe that this information is useful to understanding the operating results and ongoing performance of our underlying businesses.


Additional Information and April 30, 2015 Conference Call

For more information, please contact the Company directly, via email or visit the Rogers website.

Website Address: http://www.rogerscorp.com

A conference call to discuss 2015 first quarter results will be held on Thursday, April 30, 2015 at 9:00AM (Eastern Time).

A slide presentation will be made available prior to the start of the call. The slide presentation can 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
David Mathieson, Vice President, Finance and CFO
Robert C. Daigle, Senior Vice President and CTO

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), May 6, 2015. The passcode for the audio replay is 6773126.

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.

(Financial Statements Follow)


       

Condensed Consolidated Statements of Income (Loss) (Unaudited)

 
Three Months Ended
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) March 31, 2015     March 31, 2014
Net sales $ 165,051     $ 146,640
Cost of sales   102,696         92,721  
Gross margin 62,355 53,919
 
Selling and administrative expenses 36,147 27,599
Research and development expenses   6,108         4,863  
Operating income 20,100 21,457
 
Equity income in unconsolidated joint ventures 919 977
Other income (expense), net (129 ) (1,191 )
Interest income (expense), net   (1,006 )       (748 )
Income before income tax expense 19,884 20,495
 
Income tax expense   6,257         5,915  
Net income $ 13,627       $ 14,580  

 

     
Basic net earnings per share: $ 0.74       $ 0.81  
 
       
Diluted net earnings per share: $ 0.72       $ 0.79  
 
Shares used in computing:
Basic 18,475,507 17,950,843
Diluted           18,949,594         18,549,458  
 

           

Condensed Consolidated Statements of Financial Position (Unaudited)

 
(IN THOUSANDS)

March 31, 2015

December 31, 2014

Assets
Current assets:
Cash and cash equivalents $ 199,858 $ 237,375
Accounts receivable, net 113,540 94,876
Accounts receivable from joint ventures 2,028 1,760
Accounts receivable, other 2,788 1,823
Taxes receivable 703 606
Inventories 82,239 68,628
Prepaid income taxes 4,726 4,586
Deferred income taxes 11,449 8,527
Asbestos related insurance receivables 6,827 6,827
Other current assets   11,008     7,046  
Total current assets 435,166 432,054
 
Property, plant and equipment, net 179,630 150,420
Investments in unconsolidated joint ventures 17,057 17,214
Deferred income taxes 40,918 44,853
Pension Asset 403 403
Goodwill 175,009 98,227
Other intangible assets 82,171 38,340
Asbestos related insurance receivables 46,186 46,186
Other long term assets   8,522     7,420  
Total assets $ 985,062   $ 835,117  
 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 29,954 $ 20,020
Accrued employee benefits and compensation 26,127 33,983
Accrued income taxes payable 8,402 6,103
Current portion of lease obligation 662 747
Current portion of long term debt 42,500 35,000
Asbestos related liabilities 6,827 6,827
Other accrued liabilities   24,088     17,765  
Total current liabilities 138,560 120,445
 

Long term lease obligation

5,285

6,042

Long term debt 137,500 25,000
Pension liability 19,650 17,652
Retiree health care and life insurance benefits 8,768 8,768
Asbestos related liabilities 49,718 49,718
Non-current income tax 12,078 10,544
Deferred income taxes 37,725 14,647
Other long term liabilities 2,707 338
 
Shareholders’ equity
Capital stock 18,605 18,404
Additional paid in capital 141,999 137,225
Retained income 505,055 491,428
Accumulated other comprehensive income (loss)   (92,588 )   (65,094 )
Total shareholders’ equity   573,071     581,963  

Total liabilities and shareholders’ equity

$ 985,062   $ 835,117  
 

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 Net Earnings Per Diluted Share for the First Quarter 2015:

The following table includes discrete charges related to special adjustments.

 
        Q1 2015
GAAP net earnings per diluted share $ 0.72
 
Integration costs related to Arlon (impact to SG&A) 0.16
Non-recurring purchase accounting costs (impact to gross margin)   0.06
Total special adjustments   0.22
 
Non-GAAP net earnings per diluted share $ 0.94
 

Reconciliation of GAAP to non-GAAP Gross Margin for the First Quarter of 2015:

The following table includes discrete charges related to special adjustments.

 
Gross Margin         Q1 2015
GAAP gross margin         37.8 %
 
Non--recurring purchase accounting costs 1.0  
Total special adjustments 1.0  
 
Non-GAAP gross margin 38.8 %
 

Reconciliation of GAAP to non-GAAP Operating Margin for the First Quarter of 2015:

The following table includes discrete charges related to special adjustments.

 
Operating Margin         Q1 2015
GAAP operating margin         12.2 %
 
Integration costs related to Arlon 2.6
Non-recurring purchase accounting costs 1.0  
Total special adjustments 3.6  
 
Non-GAAP operating margin 15.8 %
 

Reconciliation of GAAP to non-GAAP Earnings Per Share Guidance for the Second Quarter of 2015:

The following table includes discrete special charges related to the acquisition of Arlon.

       
Q2 2015
Guidance Q2 2015 GAAP earnings per diluted share $ 0.71 - $0.83
 
Add back special charges, net of tax:
Estimated integration costs 0.10
 
Guidance Q2 2015 non-GAAP earnings per diluted share $ 0.81 - $0.93
 

CONTACT:
Rogers Corporation
Financial News Contact:
David Mathieson, 860-779-4033
Vice President, Finance and Chief Financial Officer
FAX: 860-779-5509
or
Investor Contact:
William J. Tryon, 860-779-4037
Director, Investor and Public Relations
FAX: 860-779-5509
william.tryon@rogerscorp.com