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):
July
9, 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.
In a press release dated July 9, 2015, the Registrant announced updated guidance for its second quarter 2015 financial results. A copy of the press release is furnished herewith as Exhibit 99.1
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 July 9, 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 |
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By: |
/s/ David Mathieson |
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David Mathieson |
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Vice President Finance and Chief |
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Financial Officer |
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Date: July 9, 2015 |
Exhibit 99.1
Rogers Corporation Provides Preliminary Results for the Second Quarter 2015
ROGERS, Conn.--(BUSINESS WIRE)--July 9, 2015--Rogers Corporation (NYSE:ROG) (“Rogers” or the “Company”) today announced preliminary results for its fiscal second quarter ended June 30, 2015. Rogers expects that it will report net sales of between $162 and $164 million for the quarter as compared to the April 29, 2015 guidance of $175 to $185 million. Non-GAAP net earnings per diluted share for the second quarter 2015 are expected to be approximately $0.60 to $0.70 (which excludes $0.02 per diluted share of integration charges and a discrete favorable tax benefit of an estimated $0.08 per diluted share), compared to the previous non-GAAP guidance of $0.81 to $0.93 per diluted share (which excluded $0.10 per diluted share of integration charges).
These revised unaudited net sales and earnings estimates are primarily the result of a sudden sales decline into the Chinese wireless telecom market. The Company believes that the widely-reported government actions in Chinese state-owned telecom enterprises may have temporarily delayed certain projects. In addition, weakness in the portable electronics market also impacted results for the quarter. The Company expects sales will progressively recover during the second half of 2015.
Bruce D. Hoechner, President and CEO commented, “We believe the Chinese wireless telecom situation is temporary, although global economic conditions are more challenging to forecast. We remain confident in our strategy and the Company is well positioned to manage through these headwinds. Our outlook for our business remains positive.”
The Company plans to release results for its 2015 second quarter after the close of trading on Wednesday, July 29, 2015 and host its quarterly teleconference on Thursday, July 30, 2015. Details will follow.
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.
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 Earnings Per Share Guidance for the Second Quarter of 2015:
Guidance
Q2 2015 |
Preliminary Results |
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GAAP earnings per diluted share | $0.71 - $0.83 | $0.66 - $0.76 | ||||||
Add back special adjustments, net of tax: | ||||||||
Estimated integration costs | 0.10 | 0.02 | ||||||
Estimated favorable tax benefit | - | (0.08) | ||||||
Net special adjustments | 0.10 | (0.06) | ||||||
Guidance non-GAAP earnings per diluted share | $0.81 - $0.93 | $0.60 - $0.70 | ||||||
CONTACT:
Rogers Corporation
Investor Relations Contact:
William
J Tryon, 860-779-4037
Director of Investor and Public Relations
william.tryon@rogerscorp.com
Fax:
860-779-5509
Rogers’ website: www.rogerscorp.com