0001157523-18-000838.txt : 20180426 0001157523-18-000838.hdr.sgml : 20180426 20180426162322 ACCESSION NUMBER: 0001157523-18-000838 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180426 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180426 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: 18778890 BUSINESS ADDRESS: STREET 1: 2225 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 BUSINESS PHONE: 480-917-6000 MAIL ADDRESS: STREET 1: 2225 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 8-K 1 a51796460.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 26, 2018

ROGERS CORPORATION
(Exact name of registrant as specified in its charter)

Massachusetts

1-4347

06-0513860

(State or other jurisdiction of incorporation
or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)


2225 West Chandler Blvd., Chandler, Arizona 85224

(Address of principal executive offices) (Zip Code)

(480) 917-6000
(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:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  


Item 2.02     Results of Operations and Financial Condition

Item 7.01     Regulation FD Disclosure

In a press release dated April 26, 2018, the Company announced its first quarter 2018 results and provided guidance for the second quarter of 2018.  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 26, 2018 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 26, 2018, 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


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/ Janice Stipp

 

Janice Stipp

 

Senior Vice President, Finance and

 

Chief Financial Officer

 
 

Date: April 26, 2018

EX-99.1 2 a51796460ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Rogers Corporation Reports First Quarter 2018 Results

First quarter 2018 highlights, versus first quarter 2017:

  • Net sales of $214.6 million, up 5.3%
  • Gross margin of 35.7%, down 373 basis points
  • Net income of $26.1 million, down 3.3%
  • Earnings of $1.40 per diluted share; adjusted earnings of $1.48 per diluted share

CHANDLER, Ariz.--(BUSINESS WIRE)--April 26, 2018--Rogers Corporation (NYSE:ROG) today announced financial results for the 2018 first quarter.

The Company reported 2018 first quarter net sales of $214.6 million, which was within the Company's previously announced guidance of $208 to $218 million, compared to 2017 first quarter net sales of $203.8 million. Currency exchange rates favorably impacted 2018 first quarter net sales by $9.4 million due to strengthening in the Euro, Renminbi and Korean Won.

Earnings for the 2018 first quarter were $1.40 per diluted share, compared to $1.47 per diluted share in the first quarter of 2017. Earnings per diluted share were above the Company's guidance of $1.15 to $1.30. On an adjusted basis, earnings were $1.48 per diluted share, compared to adjusted earnings of $1.68 per diluted share in the first quarter of 2017. Adjusted earnings were above the Company's guidance of $1.30 to $1.45 per diluted share.

First quarter 2018 net income was $26.1 million, compared to $27.0 million in the first quarter of 2017. Adjusted EBITDA was $41.4 million for the first quarter of 2018, compared to $54.3 million reported in the first quarter of 2017.

Gross margin was 35.7% in the first quarter of 2018, compared to 39.4% in the first quarter of 2017. Operating margin was 14.5% in the first quarter of 2018, compared to 19.2% in the first quarter of 2017. Adjusted operating margin was 15.4% in the first quarter of 2018, compared to 22.0% in the first quarter of 2017.

"Strong growth in our Advanced Mobility markets, especially EV/HEV and ADAS, were highlights in the quarter. This strength was offset by lower demand in wireless infrastructure as the market transitions to 5G technology,” stated Bruce D. Hoechner, Rogers' President and CEO. "Revenue mix and operational challenges largely in the Advanced Connectivity Solutions business were the primary factors contributing to our lower than anticipated margin performance during Q1. Our actions to resolve these operational issues, as well as the strong outlook in our key markets, give us confidence in our ability to achieve our 2020 objectives."


Business segment discussion

Advanced Connectivity Solutions (ACS)
Advanced Connectivity Solutions reported 2018 first quarter net sales of $73.5 million, a 6.5% decrease compared to 2017 first quarter net sales of $78.5 million. The decrease in 2018 first quarter net sales was largely driven by lower demand in wireless 4G LTE, portable electronics and satellite TV applications, partially offset by continued strength in demand for automotive advanced driver assistance systems (ADAS) revenues. First quarter 2018 net sales were favorably impacted by $1.8 million due to fluctuations in currency exchange rates.

Elastomeric Material Solutions (EMS)
Elastomeric Material Solutions reported 2018 first quarter net sales of $78.1 million, a 1.6% increase compared to 2017 first quarter net sales of $76.9 million. EMS net sales increased on higher demand in portable electronics, general industrial and electric and hybrid electric vehicles, partially offset by lower demand in mass transit and other applications. Fluctuations in currency exchange rates favorably impacted net sales by $2.0 million in the 2018 first quarter.

Power Electronics Solutions (PES)
Power Electronics Solutions reported 2018 first quarter net sales of $57.7 million, a 35.3% increase compared to 2017 first quarter net sales of $42.7 million. 2018 first quarter net sales increased due to broad based demand across markets, including particular strength in electric and hybrid electric vehicles, renewable energy and laser diode coolers. First quarter 2018 net sales were favorably impacted by $5.3 million due to fluctuations in currency exchange rates.

Other
Other reported 2018 first quarter net sales of $5.4 million, a decrease of 7.3% compared to the first quarter of 2017 sales of $5.8 million.


Balance sheet and other highlights

Cash position
Rogers ended the first quarter of 2018 with cash and cash equivalents of $173.0 million, a decrease of $8.1 million from $181.2 million at December 31, 2017. The primary drivers of the lower cash balance were capital spending of $9.1 million, tax payments related to vested equity awards of $6.4 million, and share repurchases of $3.0 million, partially offset by $8.8 million of net cash provided by operating activities.

Cash flow
Net cash provided from operating activities of $8.8 million in the first quarter of 2018, a decrease compared to $23.2 million in 2017. The decrease in net cash provided by operating activities was primarily driven by the use of working capital. Capital spending was $9.1 million in 2018, an increase compared to $5.3 million in 2017.

Effective tax rate
Rogers' effective income tax rate was 15.4% and 32.3% for the three months ended March 31, 2018 and 2017, respectively. The decrease was primarily due to a lower U.S. effective tax rate as a result of U.S. Tax Reform, changes in pretax income mix across jurisdictions with disparate tax rates, excess tax deductions on stock-based compensation, R&D credits and a release of reserves for uncertain tax positions partially offset by an increase in current year accruals for uncertain tax positions.

Financial outlook
Rogers guides its 2018 second quarter net sales to a range of $210 to $220 million. Rogers guides its 2018 second quarter earnings to a range of $1.10 to $1.25 per diluted share. Adjusted earnings are guided to a range of $1.25 to $1.40 per diluted share.

Rogers guides 2018 full year capital spending to be in the range of $50 to $60 million.

Rogers guides the 2018 full year effective tax rate to be 24-26%, with a second quarter effective tax rate of 28-29%.


About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect, and connect our world. With more than 180 years of materials science experience, Rogers delivers high-performance solutions that enable clean energy, internet connectivity, and safety and protection applications, as well as other technologies where reliability is critical. Rogers delivers Power Electronics Solutions for energy-efficient motor drives, e-Mobility and renewable energy; Elastomeric Material Solutions for sealing, vibration management and impact protection in mobile devices, transportation interiors, industrial equipment and performance apparel; and Advanced Connectivity Solutions for wireless infrastructure, automotive safety and radar systems. Headquartered in Arizona (USA), Rogers operates manufacturing facilities in the United States, China, Germany, Belgium, Hungary, and South Korea, with joint ventures and sales offices worldwide.

Safe Harbor Statement
This release contains forward-looking statements, which may concern our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, future 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: failure to capitalize on, and volatility within, the Company's growth drivers, including internet connectivity, clean energy, and safety and protection, as well as specific market and industry trends within these growth drivers; business, economic and political conditions in the United States and abroad, particularly in China, South Korea, Germany, Hungary and Belgium, where we maintain significant manufacturing, sales or administrative operations; fluctuations in foreign currency exchange rates; research and development efforts; competitive developments; business development transactions and related integration considerations; the outcome of ongoing and future litigation, including our asbestos-related product liability litigation; and changes in laws and regulations applicable to our business. For additional information about the risks, uncertainties and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent quarterly reports on Forms 10-Q filed with the Securities and Exchange Commission. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.


Conference call and additional information

A conference call to discuss 2018 first quarter results today on Thursday April 26, 2018 at 5 pm ET.

A live webcast and slide presentation will be available under the investors section of www.rogerscorp.com/ir.

To participate, please dial:

     
1-800-574-8929 Toll-free in the United States
1-973-935-8524 Internationally

There is no passcode for the live teleconference.

 

If you are unable to attend, a conference call playback will be available from April 26, 2018 at approximately 8 pm ET through May 3, 2018 at 11:59 pm ET, by dialing 1-855-859-2056 from the United States, and 1-404-537-3406 from outside of the US, each with passcode 8976379.

Additionally, the archived webcast will be available on the Rogers website at approximately 8 pm ET April 26, 2018.

Additional information
Please contact the Company directly via email or visit the Rogers website.

(Financial statements follow)


 

Condensed Consolidated Statements of Operations (Unaudited)

   
Quarter Ended
(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) March 31, 2018   March 31, 2017
Net sales $ 214,611 $ 203,828
Cost of sales 138,005   123,478  
Gross margin 76,606 80,350
Selling, general and administrative expenses 40,597 34,569
Research and development expenses 8,134 6,961
Restructuring and asset impairment charges 422 725
Other operating (income) expense, net (3,591 ) (942 )
Operating income 31,044 39,037
Equity income in unconsolidated joint ventures 1,007 1,009
Other income (expense), net 66 1,119
Interest expense, net (1,210 ) (1,248 )
Income before income tax expense 30,907 39,917
 
Income tax expense 4,771   12,885  
Net income $ 26,136   $ 27,032  
   
Basic earnings per share $ 1.43   $ 1.50  
   
Diluted earnings per share $ 1.40   $ 1.47  
 
Shares used in computing:
Basic earnings per share 18,288 18,056
Diluted earnings per share     18,610     18,373  
 

Please note for adoption of ASU 2017-07, Rogers has reclassified a first quarter 2017 pension and OPEB income, in the amount of $404 thousand, from selling, general and administrative expense to other income (expense), net, in the condensed consolidated statement of operations above.


 

Condensed Consolidated Statements of Financial Position (Unaudited)

     
(IN THOUSANDS) March 31, 2018 December 31, 2017
Assets
Current assets
Cash and cash equivalents $ 173,019 $ 181,159
Accounts receivable, less allowance for doubtful accounts of $1,158 and $1,525 150,038 140,562
Contract assets 22,040
Inventories 107,935 112,557
Prepaid income taxes 2,561 3,087
Asbestos-related insurance receivables 5,682 5,682
Assets held for sale 896 896
Other current assets 13,614   10,580  
Total current assets 475,785 454,523
Property, plant and equipment, net of accumulated depreciation 181,803 179,611
Investments in unconsolidated joint ventures 18,301 18,324
Deferred income taxes 5,025 6,008
Goodwill 239,052 237,107
Other intangible assets, net of amortization 156,998 160,278
Asbestos-related insurance receivables 63,511 63,511
Other long-term assets 5,652   5,772  
Total assets $ 1,146,127   $ 1,125,134  
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable $ 41,346 $ 36,116
Accrued employee benefits and compensation 26,178 39,394
Accrued income taxes payable 1,748 6,408
Current portion of lease obligations 604 579
Current portion of asbestos-related liabilities 5,682 5,682
Other accrued liabilities 24,336   25,629  
Total current liabilities 99,894 113,808
Borrowings under credit facility 130,982 130,982
Long-term lease obligations 5,853 5,873
Pension liability 8,720 8,720
Retiree health care and life insurance benefits 1,685 1,685
Asbestos-related liabilities 70,207 70,500
Non-current income tax 12,496 12,823
Deferred income taxes 13,086 10,706
Other long-term liabilities 4,181 3,464
Shareholders’ Equity
Capital Stock - $1 par value; 50,000 authorized shares; 18,365 and 18,255 shares outstanding 18,365 18,255
Additional paid-in capital 123,104 128,933
Retained earnings 714,888 684,540
Accumulated other comprehensive loss (57,334 ) (65,155 )
Total shareholders' equity 799,023   766,573  
Total liabilities and shareholders' equity $ 1,146,127   $ 1,125,134  
 

Reconciliation of non-GAAP financial measures to the comparable GAAP measures

Non-GAAP financial measures:

This earnings release includes the following financial measures that are not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”):

(1) Adjusted earnings per diluted share, which the Company defines as earnings per diluted share excluding acquisition-related amortization of intangible assets and discrete items, such as restructuring expenses, gain from antitrust litigation settlement, acquisition and related integration costs, and gains or losses on asset or business dispositions (collectively, “Discrete Items”);

(2) Adjusted EBITDA, which the Company defines as net income excluding interest expense, income tax expense, depreciation and amortization, and Discrete Items; and

(3) Adjusted operating margin, which the Company defines as operating margin excluding acquisition-related amortization of intangible assets and Discrete Items.

Management believes each of these measures is useful to investors because they allow for comparison to the Company’s performance in prior periods without the effect of items that, by their nature, tend to obscure the Company’s core operating results due to the potential variability across periods based on the timing, frequency and magnitude. As a result, management believes that adjusted earnings per diluted share, adjusted EBITDA and adjusted operating margin enhance the ability of investors to analyze trends in the Company’s business and evaluate the Company’s performance relative to peer companies. However, non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or solely as alternatives to, financial measures prepared in accordance with GAAP. In addition, these non-GAAP financial measures may differ from similarly named measures used by other companies. Reconciliations of the differences between these non-GAAP financial measures and their most directly comparable financial measures calculated in accordance with GAAP are set forth below.


 

Reconciliation of GAAP earnings per diluted share to adjusted earnings per diluted share for the first quarter:

     
      2018   2017
Earnings per diluted share     Q1   Q1
GAAP earnings per diluted share $1.40 $1.47
 
Restructuring, severance, impairment and other related costs 0.06 0.03
Acquisition and related integration costs 0.02 0.04
Gain from antitrust litigation settlement (0.15)
Gain on sale of long-lived asset (0.03)
Purchase accounting inventory adjustment       0.05
Total discrete items     ($0.07)   $0.09
Earnings per diluted share adjusted for discrete items     $1.33   $1.56
 
Acquisition intangible amortization 0.15 0.12
           
Adjusted earnings per diluted share     $1.48   $1.68
 
     

Reconciliation of GAAP net income to adjusted EBITDA for the first quarter*:

 
      2018   2017
(amounts in millions)     Q1   Q1
Net income $26.1 $27.0
 
Interest expense, net 1.2 1.3
Income tax expense 4.8 12.9
Depreciation 7.3 7.2
Amortization 3.8 3.3
Restructuring, severance, impairment and other related costs 1.4 0.7
Acquisition and related integration costs 0.4 1.2
Gain from antitrust litigation settlement (3.6 )
Loss (gain) on sale of long-lived assets (0.9 )
Purchase accounting inventory adjustment         1.6  
Adjusted EBITDA     $41.4     $54.3  

*Values in table may not add due to rounding.


 

Reconciliation of GAAP operating margin to adjusted operating margin for the first quarter*:

     
      2018   2017
Operating margin     Q1   Q1
GAAP operating margin 14.5% 19.2%
 
Restructuring, severance, impairment and other related costs 0.7% 0.3%
Acquisition and related integration costs 0.2% 0.6%
Gain from antitrust litigation settlement (1.7)% —%
Loss (gain) on sale of long-lived assets —% (0.4)%
Purchase accounting inventory adjustment     —%   0.8%
Total discrete Items     (0.8)%   1.2%
Operating margin adjusted for discrete items     13.6%   20.4%
 
Acquisition intangible amortization 1.8% 1.6%
           
Adjusted operating margin     15.4%   22.0%
 

*Percentages in table may not add due to rounding.

Reconciliation of GAAP earnings per diluted share to adjusted earnings per diluted share guidance for the 2018 first quarter:

   
      Guidance
Q1 2018
GAAP earnings per diluted share $1.15 - $1.30
 
Discrete items $0.01
 
Acquisition intangible amortization $0.14
       
Adjusted earnings per diluted share     $1.30 - $1.45
 

Reconciliation of GAAP earnings per diluted share to adjusted earnings per diluted share guidance for the 2018 second quarter:

   
      Guidance
Q2 2018
GAAP earnings per diluted share $1.10 - $1.25
 
Discrete items $0.01
 
Acquisition intangible amortization $0.14
       
Adjusted earnings per diluted share     $1.25 - $1.40
 

CONTACT:
Investor contact:
Rogers Corporation
Jack Monti, 480-917-6026
jack.monti@rogerscorp.com
http://www.rogerscorp.com