☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Massachusetts
|
06-0513860
|
(State or Other Jurisdiction of
|
(I. R. S. Employer Identification No.)
|
Incorporation or Organization)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock,
|
par value $1.00 per share
|
ROG
|
New York Stock Exchange
|
Large accelerated filer
|
ý
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
TABLE OF CONTENTS
|
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Part I – Financial Information
|
|||
|
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|
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|
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Part II – Other Information
|
|||
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|
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|
|
Item 1.
|
Financial Statements
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Net sales
|
$
|
221,842
|
|
|
$
|
226,863
|
|
|
$
|
704,492
|
|
|
$
|
656,149
|
|
Cost of sales
|
142,975
|
|
|
147,733
|
|
|
454,403
|
|
|
423,741
|
|
||||
Gross margin
|
78,867
|
|
|
79,130
|
|
|
250,089
|
|
|
232,408
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
40,448
|
|
|
39,943
|
|
|
127,349
|
|
|
123,080
|
|
||||
Research and development expenses
|
7,830
|
|
|
7,630
|
|
|
23,282
|
|
|
24,514
|
|
||||
Restructuring and impairment charges
|
580
|
|
|
1,052
|
|
|
2,485
|
|
|
2,015
|
|
||||
Other operating (income) expense, net
|
124
|
|
|
863
|
|
|
1,075
|
|
|
(3,111
|
)
|
||||
Operating income
|
29,885
|
|
|
29,642
|
|
|
95,898
|
|
|
85,910
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Equity income in unconsolidated joint ventures
|
1,498
|
|
|
1,642
|
|
|
4,077
|
|
|
4,453
|
|
||||
Other income (expense), net
|
(918
|
)
|
|
(680
|
)
|
|
(915
|
)
|
|
(647
|
)
|
||||
Interest expense, net
|
(1,747
|
)
|
|
(2,000
|
)
|
|
(5,723
|
)
|
|
(4,503
|
)
|
||||
Income before income tax expense
|
28,718
|
|
|
28,604
|
|
|
93,337
|
|
|
85,213
|
|
||||
Income tax expense
|
5,331
|
|
|
8,870
|
|
|
17,258
|
|
|
22,014
|
|
||||
Net income
|
$
|
23,387
|
|
|
$
|
19,734
|
|
|
$
|
76,079
|
|
|
$
|
63,199
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
1.26
|
|
|
$
|
1.07
|
|
|
$
|
4.10
|
|
|
$
|
3.44
|
|
Diluted earnings per share
|
$
|
1.25
|
|
|
$
|
1.06
|
|
|
$
|
4.07
|
|
|
$
|
3.39
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in computing:
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
18,581
|
|
|
18,403
|
|
|
18,569
|
|
|
18,360
|
|
||||
Diluted earnings per share
|
18,724
|
|
|
18,678
|
|
|
18,715
|
|
|
18,649
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Net income
|
$
|
23,387
|
|
|
$
|
19,734
|
|
|
$
|
76,079
|
|
|
$
|
63,199
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(10,187
|
)
|
|
(1,608
|
)
|
|
(12,262
|
)
|
|
(9,901
|
)
|
||||
Derivative instrument designated as cash flow hedge:
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gain (loss) before reclassifications, net of tax (Note 4)
|
(158
|
)
|
|
263
|
|
|
(1,362
|
)
|
|
1,416
|
|
||||
Unrealized (gain) reclassified into earnings, net of tax (Note 4)
|
(32
|
)
|
|
(52
|
)
|
|
(188
|
)
|
|
(108
|
)
|
||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
Amortization of loss, net of tax (Note 4)
|
172
|
|
|
44
|
|
|
485
|
|
|
131
|
|
||||
Other comprehensive income (loss)
|
(10,205
|
)
|
|
(1,353
|
)
|
|
(13,327
|
)
|
|
(8,462
|
)
|
||||
Comprehensive income
|
$
|
13,182
|
|
|
$
|
18,381
|
|
|
$
|
62,752
|
|
|
$
|
54,737
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
140,747
|
|
|
$
|
167,738
|
|
Accounts receivable, less allowance for doubtful accounts of $1,353 and $1,354
|
138,532
|
|
|
144,623
|
|
||
Contract assets
|
24,070
|
|
|
22,728
|
|
||
Inventories
|
137,908
|
|
|
132,637
|
|
||
Prepaid income taxes
|
3,761
|
|
|
3,093
|
|
||
Asbestos-related insurance receivables, current portion
|
4,138
|
|
|
4,138
|
|
||
Other current assets
|
9,336
|
|
|
10,829
|
|
||
Total current assets
|
458,492
|
|
|
485,786
|
|
||
Property, plant and equipment, net of accumulated depreciation of $333,882 and $317,414
|
252,393
|
|
|
242,759
|
|
||
Investments in unconsolidated joint ventures
|
15,033
|
|
|
18,667
|
|
||
Deferred income taxes
|
12,166
|
|
|
8,236
|
|
||
Goodwill
|
260,552
|
|
|
264,885
|
|
||
Other intangible assets, net of amortization
|
162,939
|
|
|
177,008
|
|
||
Pension assets
|
20,236
|
|
|
19,273
|
|
||
Asbestos-related insurance receivables, non-current portion
|
60,247
|
|
|
59,685
|
|
||
Other long-term assets
|
7,660
|
|
|
3,045
|
|
||
Total assets
|
$
|
1,249,718
|
|
|
$
|
1,279,344
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
38,608
|
|
|
$
|
40,321
|
|
Accrued employee benefits and compensation
|
31,722
|
|
|
30,491
|
|
||
Accrued income taxes payable
|
9,642
|
|
|
7,032
|
|
||
Asbestos-related liabilities, current portion
|
5,547
|
|
|
5,547
|
|
||
Other accrued liabilities
|
19,670
|
|
|
23,789
|
|
||
Total current liabilities
|
105,189
|
|
|
107,180
|
|
||
Borrowings under revolving credit facility
|
130,482
|
|
|
228,482
|
|
||
Pension and other postretirement benefits liabilities
|
1,739
|
|
|
1,739
|
|
||
Asbestos-related liabilities, non-current portion
|
65,104
|
|
|
64,799
|
|
||
Non-current income tax
|
9,296
|
|
|
8,418
|
|
||
Deferred income taxes
|
8,556
|
|
|
10,806
|
|
||
Other long-term liabilities
|
14,718
|
|
|
9,596
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
|
||
Capital stock - $1 par value; 50,000 authorized shares; 18,572 and 18,395 shares issued and outstanding
|
18,572
|
|
|
18,395
|
|
||
Additional paid-in capital
|
135,761
|
|
|
132,360
|
|
||
Retained earnings
|
852,462
|
|
|
776,403
|
|
||
Accumulated other comprehensive loss
|
(92,161
|
)
|
|
(78,834
|
)
|
||
Total shareholders' equity
|
914,634
|
|
|
848,324
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,249,718
|
|
|
$
|
1,279,344
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2019
|
|
September 30, 2018
|
||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
76,079
|
|
|
$
|
63,199
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
37,176
|
|
|
35,320
|
|
||
Equity compensation expense
|
9,294
|
|
|
8,536
|
|
||
Deferred income taxes
|
(5,565
|
)
|
|
(17
|
)
|
||
Equity in undistributed income of unconsolidated joint ventures
|
(4,077
|
)
|
|
(4,453
|
)
|
||
Dividends received from unconsolidated joint ventures
|
5,375
|
|
|
4,431
|
|
||
Pension and other postretirement benefits
|
(503
|
)
|
|
(1,193
|
)
|
||
Asbestos-related charges
|
67
|
|
|
—
|
|
||
Loss (gain) on sale or disposal of property, plant and equipment
|
278
|
|
|
(161
|
)
|
||
Impairment charges
|
1,537
|
|
|
477
|
|
||
Provision (benefit) for doubtful accounts
|
16
|
|
|
(264
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
3,668
|
|
|
(14,012
|
)
|
||
Contract assets
|
(1,342
|
)
|
|
(20,260
|
)
|
||
Inventories
|
(7,788
|
)
|
|
(11,840
|
)
|
||
Pension and postretirement benefit contributions
|
(16
|
)
|
|
(25,347
|
)
|
||
Other current assets
|
641
|
|
|
146
|
|
||
Accounts payable and other accrued expenses
|
(2,552
|
)
|
|
(4,354
|
)
|
||
Other, net
|
3,384
|
|
|
3,216
|
|
||
Net cash provided by operating activities
|
115,672
|
|
|
33,424
|
|
||
|
|
|
|
||||
Investing Activities:
|
|
|
|
||||
Acquisition of business, net of cash received
|
—
|
|
|
(78,571
|
)
|
||
Isola asset acquisition
|
—
|
|
|
(43,434
|
)
|
||
Capital expenditures
|
(38,827
|
)
|
|
(36,557
|
)
|
||
Proceeds from the sale of property, plant and equipment, net
|
9
|
|
|
1,027
|
|
||
Return of capital from unconsolidated joint ventures
|
2,625
|
|
|
—
|
|
||
Net cash used in investing activities
|
(36,193
|
)
|
|
(157,535
|
)
|
||
|
|
|
|
||||
Financing Activities:
|
|
|
|
||||
Proceeds from borrowings under revolving credit facility
|
—
|
|
|
102,500
|
|
||
Repayment of debt principal and finance lease obligations
|
(98,294
|
)
|
|
(1,046
|
)
|
||
Payments of taxes related to net share settlement of equity awards
|
(7,309
|
)
|
|
(6,492
|
)
|
||
Proceeds from the exercise of stock options, net
|
344
|
|
|
734
|
|
||
Proceeds from issuance of shares to employee stock purchase plan
|
1,249
|
|
|
1,082
|
|
||
Share repurchases
|
—
|
|
|
(2,999
|
)
|
||
Net cash (used in) provided by financing activities
|
(104,010
|
)
|
|
93,779
|
|
||
|
|
|
|
||||
Effect of exchange rate fluctuations on cash
|
(2,460
|
)
|
|
(1,271
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(26,991
|
)
|
|
(31,603
|
)
|
||
Cash and cash equivalents at beginning of period
|
167,738
|
|
|
181,159
|
|
||
Cash and cash equivalents at end of period
|
$
|
140,747
|
|
|
$
|
149,556
|
|
|
|
|
|
||||
Supplemental Disclosures:
|
|
|
|
||||
Accrued capital additions
|
$
|
1,999
|
|
|
$
|
2,099
|
|
Cash paid during the year for:
|
|
|
|
||||
Interest, net of amounts capitalized
|
$
|
6,449
|
|
|
$
|
4,662
|
|
Income taxes
|
$
|
16,018
|
|
|
$
|
23,357
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Capital Stock
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
18,559
|
|
|
$
|
18,380
|
|
|
$
|
18,395
|
|
|
$
|
18,255
|
|
Shares issued for vested restricted stock units, net of cancellations for tax withholding
|
2
|
|
|
2
|
|
|
139
|
|
|
115
|
|
||||
Stock options exercised
|
1
|
|
|
1
|
|
|
11
|
|
|
19
|
|
||||
Shares issued for employee stock purchase plan
|
8
|
|
|
6
|
|
|
15
|
|
|
12
|
|
||||
Shares issued to directors
|
2
|
|
|
1
|
|
|
12
|
|
|
12
|
|
||||
Shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||
Balance, end of period
|
18,572
|
|
|
18,390
|
|
|
18,572
|
|
|
18,390
|
|
||||
Additional Paid-In Capital
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
131,836
|
|
|
126,452
|
|
|
132,360
|
|
|
128,933
|
|
||||
Shares issued for vested restricted stock units, net of cancellations for tax withholding
|
113
|
|
|
(67
|
)
|
|
(7,448
|
)
|
|
(6,607
|
)
|
||||
Stock options exercised
|
16
|
|
|
35
|
|
|
333
|
|
|
715
|
|
||||
Shares issued for employee stock purchase plan
|
647
|
|
|
518
|
|
|
1,234
|
|
|
1,070
|
|
||||
Shares issued to directors
|
(2
|
)
|
|
(1
|
)
|
|
(12
|
)
|
|
(12
|
)
|
||||
Equity compensation expense
|
3,151
|
|
|
2,722
|
|
|
9,294
|
|
|
8,536
|
|
||||
Shares repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,976
|
)
|
||||
Balance, end of period
|
135,761
|
|
|
129,659
|
|
|
135,761
|
|
|
129,659
|
|
||||
Retained Earnings
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
829,075
|
|
|
732,217
|
|
|
776,403
|
|
|
684,540
|
|
||||
Net income
|
23,387
|
|
|
19,734
|
|
|
76,079
|
|
|
63,199
|
|
||||
Cumulative-effect adjustment for lease accounting
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
||||
Cumulative-effect adjustment of revenue recognition
|
—
|
|
|
—
|
|
|
—
|
|
|
4,212
|
|
||||
Balance, end of period
|
852,462
|
|
|
751,951
|
|
|
852,462
|
|
|
751,951
|
|
||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
(81,956
|
)
|
|
(72,264
|
)
|
|
(78,834
|
)
|
|
(65,155
|
)
|
||||
Other comprehensive income (loss)
|
(10,205
|
)
|
|
(1,353
|
)
|
|
(13,327
|
)
|
|
(8,462
|
)
|
||||
Balance, end of period
|
(92,161
|
)
|
|
(73,617
|
)
|
|
(92,161
|
)
|
|
(73,617
|
)
|
||||
Total Shareholders’ Equity
|
$
|
914,634
|
|
|
$
|
826,383
|
|
|
$
|
914,634
|
|
|
$
|
826,383
|
|
•
|
Level 1 – Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
Derivative Instruments at Fair Value as of September 30, 2019
|
||||||||||||||
(Dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
189
|
|
|
$
|
—
|
|
|
$
|
189
|
|
Copper derivative contracts
|
$
|
—
|
|
|
$
|
518
|
|
|
$
|
—
|
|
|
$
|
518
|
|
Interest rate swap
|
$
|
—
|
|
|
$
|
(1,524
|
)
|
|
$
|
—
|
|
|
$
|
(1,524
|
)
|
|
Derivative Instruments at Fair Value as of December 31, 2018
|
||||||||||||||
(Dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
522
|
|
|
$
|
—
|
|
|
$
|
522
|
|
Copper derivative contracts
|
$
|
—
|
|
|
$
|
583
|
|
|
$
|
—
|
|
|
$
|
583
|
|
Interest rate swap
|
$
|
—
|
|
|
$
|
461
|
|
|
$
|
—
|
|
|
$
|
461
|
|
•
|
Foreign Currency - The fair value of any foreign currency option derivative is based upon valuation models applied to current market information such as strike price, spot rate, maturity date and volatility, and by reference to market values resulting from an over-the-counter market or obtaining market data for similar instruments with similar characteristics.
|
•
|
Commodity - The fair value of copper derivatives is computed using a combination of intrinsic and time value valuation models, which are collectively a function of five primary variables: price of the underlying instrument, time to expiration, strike price, interest rate and volatility. The intrinsic valuation model reflects the difference between the strike price of the underlying copper derivative instrument and the current prevailing copper prices in an over-the-counter market at period end. The time value valuation model incorporates changes in the price of the underlying copper derivative instrument, the time value of money, the underlying copper derivative instrument’s strike price and the remaining time to the underlying copper derivative instrument’s expiration date from the period end date.
|
•
|
Interest Rates - The fair value of interest rate swap instruments is derived by comparing the present value of the interest rate forward curve against the present value of the swap rate, relative to the notional amount of the swap. The net value represents the estimated amount we would receive or pay to terminate the agreements. Settlement amounts for an “in the money” swap would be adjusted down to compensate the counterparty for cost of funds, and the adjustment is directly related to the counterparties’ credit ratings.
|
Notional Values of Foreign Currency Derivatives
|
|||
USD/CNY
|
$
|
6,506,000
|
|
KRW/USD
|
₩
|
5,979,000,000
|
|
(Dollars in thousands)
|
|
|
|
The Effect of Current Derivative Instruments on the Financial Statements for the Period Ended September 30, 2019
|
|
Fair Values of Derivative Instruments as of September 30, 2019
|
||||||||
|
|
|
|
Gain (Loss)
|
|
Other Assets/
(Other Liabilities)(1)
|
||||||||
|
|
Location
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
||||||
Foreign Currency Contracts
|
|
|
|
|
|
|
|
|
||||||
Contracts not designated as hedging instruments
|
|
Other income (expense), net
|
|
$
|
181
|
|
|
$
|
(406
|
)
|
|
$
|
189
|
|
Copper Derivative Contracts
|
|
|
|
|
|
|
|
|
||||||
Contracts not designated as hedging instruments
|
|
Other income (expense), net
|
|
$
|
(543
|
)
|
|
$
|
(1,008
|
)
|
|
$
|
518
|
|
Interest Rate Swap
|
|
|
|
|
|
|
|
|
||||||
Contract designated as hedging instrument
|
|
Other comprehensive income (loss)
|
|
$
|
(240
|
)
|
|
$
|
(1,985
|
)
|
|
$
|
(1,524
|
)
|
(Dollars in thousands)
|
|
|
|
The Effect of Current Derivative Instruments on the Financial Statements for the Period Ended September 30, 2018
|
|
Fair Values of Derivative Instruments as of September 30, 2018
|
||||||||
|
|
|
|
Gain (Loss)
|
|
Other Assets/(Other Liabilities)(1)
|
||||||||
|
|
Location
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
||||||
Foreign Currency Contracts
|
|
|
|
|
|
|
|
|
||||||
Contracts not designated as hedging instruments
|
|
Other income (expense), net
|
|
$
|
29
|
|
|
$
|
(95
|
)
|
|
$
|
342
|
|
Copper Derivative Contracts
|
|
|
|
|
|
|
|
|
||||||
Contracts not designated as hedging instruments
|
|
Other income (expense), net
|
|
$
|
(453
|
)
|
|
$
|
(1,637
|
)
|
|
$
|
631
|
|
Interest Rate Swap
|
|
|
|
|
|
|
|
|
||||||
Contract designated as hedging instrument
|
|
Other comprehensive income (loss)
|
|
$
|
270
|
|
|
$
|
1,669
|
|
|
$
|
1,710
|
|
(Dollars and accompanying footnotes in thousands)
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Postretirement Benefits(1)
|
|
Derivative Instrument Designated as Cash Flow Hedge(2)
|
|
Total
|
||||||||
Balance as of December 31, 2018
|
$
|
(30,488
|
)
|
|
$
|
(48,700
|
)
|
|
$
|
354
|
|
|
$
|
(78,834
|
)
|
Other comprehensive income (loss) before reclassifications
|
(12,262
|
)
|
|
—
|
|
|
(1,362
|
)
|
|
(13,624
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
485
|
|
|
(188
|
)
|
|
297
|
|
||||
Net current-period other comprehensive income (loss)
|
(12,262
|
)
|
|
485
|
|
|
(1,550
|
)
|
|
(13,327
|
)
|
||||
Balance as of September 30, 2019
|
$
|
(42,750
|
)
|
|
$
|
(48,215
|
)
|
|
$
|
(1,196
|
)
|
|
$
|
(92,161
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017
|
$
|
(17,983
|
)
|
|
$
|
(47,198
|
)
|
|
$
|
26
|
|
|
$
|
(65,155
|
)
|
Other comprehensive income (loss) before reclassifications
|
(9,901
|
)
|
|
—
|
|
|
1,416
|
|
|
(8,485
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
131
|
|
|
(108
|
)
|
|
23
|
|
||||
Net current-period other comprehensive income (loss)
|
(9,901
|
)
|
|
131
|
|
|
1,308
|
|
|
(8,462
|
)
|
||||
Balance as of September 30, 2018
|
$
|
(27,884
|
)
|
|
$
|
(47,067
|
)
|
|
$
|
1,334
|
|
|
$
|
(73,617
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
(Dollars in thousands)
|
September 30, 2018
|
|
September 30, 2018
|
||||
Net sales
|
$
|
226,863
|
|
|
$
|
670,936
|
|
Net income
|
20,765
|
|
|
63,201
|
|
(Dollars in thousands)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
67,150
|
|
|
$
|
59,321
|
|
Work-in-process
|
32,247
|
|
|
30,086
|
|
||
Finished goods
|
38,511
|
|
|
43,230
|
|
||
Total inventories
|
$
|
137,908
|
|
|
$
|
132,637
|
|
(Dollars in thousands)
|
Advanced Connectivity Solutions
|
|
Elastomeric Material Solutions
|
|
Power Electronics Solutions
|
|
Other
|
|
Total
|
||||||||||
December 31, 2018
|
$
|
51,693
|
|
|
$
|
142,589
|
|
|
$
|
68,379
|
|
|
$
|
2,224
|
|
|
$
|
264,885
|
|
Foreign currency translation adjustment
|
—
|
|
|
(1,073
|
)
|
|
(3,260
|
)
|
|
—
|
|
|
(4,333
|
)
|
|||||
September 30, 2019
|
$
|
51,693
|
|
|
$
|
141,516
|
|
|
$
|
65,119
|
|
|
$
|
2,224
|
|
|
$
|
260,552
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(Dollars in thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Customer relationships
|
$
|
148,800
|
|
|
$
|
36,413
|
|
|
$
|
112,387
|
|
|
$
|
149,753
|
|
|
$
|
30,078
|
|
|
$
|
119,675
|
|
Technology
|
80,163
|
|
|
42,736
|
|
|
37,427
|
|
|
81,535
|
|
|
38,624
|
|
|
42,911
|
|
||||||
Trademarks and trade names
|
11,970
|
|
|
4,053
|
|
|
7,917
|
|
|
12,019
|
|
|
3,213
|
|
|
8,806
|
|
||||||
Covenants not to compete
|
1,340
|
|
|
441
|
|
|
899
|
|
|
1,340
|
|
|
249
|
|
|
1,091
|
|
||||||
Total definite-lived other intangible assets
|
242,273
|
|
|
83,643
|
|
|
158,630
|
|
|
244,647
|
|
|
72,164
|
|
|
172,483
|
|
||||||
Indefinite-lived other intangible asset
|
4,309
|
|
|
—
|
|
|
4,309
|
|
|
4,525
|
|
|
—
|
|
|
4,525
|
|
||||||
Total other intangible assets
|
$
|
246,582
|
|
|
$
|
83,643
|
|
|
$
|
162,939
|
|
|
$
|
249,172
|
|
|
$
|
72,164
|
|
|
$
|
177,008
|
|
Definite-Lived Other Intangible Asset Class
|
|
Weighted Average Remaining Amortization Period
|
Customer relationships
|
|
7.4 years
|
Technology
|
|
4.2 years
|
Trademarks and trade names
|
|
4.9 years
|
Covenants not to compete
|
|
1.7 years
|
Total definite-lived other intangible assets
|
|
6.4 years
|
(In thousands, except per share amounts)
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
|||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
23,387
|
|
|
$
|
19,734
|
|
|
$
|
76,079
|
|
|
$
|
63,199
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic
|
18,581
|
|
|
18,403
|
|
|
18,569
|
|
|
18,360
|
|
||||
Effect of dilutive shares
|
143
|
|
|
275
|
|
|
146
|
|
|
289
|
|
||||
Weighted-average shares outstanding - diluted
|
18,724
|
|
|
18,678
|
|
|
18,715
|
|
|
18,649
|
|
||||
Basic earnings per share
|
$
|
1.26
|
|
|
$
|
1.07
|
|
|
$
|
4.10
|
|
|
$
|
3.44
|
|
Diluted earnings per share
|
$
|
1.25
|
|
|
$
|
1.06
|
|
|
$
|
4.07
|
|
|
$
|
3.39
|
|
|
June 3, 2019
|
|
February 7, 2019
|
|
September 17, 2018
|
|
February 8, 2018
|
Expected volatility
|
39.7%
|
|
36.7%
|
|
36.6%
|
|
34.8%
|
Expected term (in years)
|
2.6
|
|
2.9
|
|
3.0
|
|
3.0
|
Risk-free interest rate
|
1.78%
|
|
2.43%
|
|
2.85%
|
|
2.28%
|
|
Performance-Based
Restricted Stock Units |
|
Awards outstanding as of December 31, 2018
|
142,434
|
|
Awards granted
|
112,160
|
|
Stock issued
|
(131,650
|
)
|
Awards forfeited
|
(11,549
|
)
|
Awards outstanding as of September 30, 2019
|
111,395
|
|
|
Time-Based
Restricted Stock Units |
|
Awards outstanding as of December 31, 2018
|
117,476
|
|
Awards granted
|
61,455
|
|
Stock issued
|
(65,887
|
)
|
Awards forfeited
|
(7,815
|
)
|
Awards outstanding as of September 30, 2019
|
105,229
|
|
|
Deferred Stock Units
|
|
Awards outstanding as of December 31, 2018
|
8,400
|
|
Awards granted
|
5,950
|
|
Stock issued
|
(7,200
|
)
|
Awards outstanding as of September 30, 2019
|
7,150
|
|
|
Options Outstanding
|
|
Weighted- Average Exercise Price Per Share
|
|
Weighted-Average Remaining Contractual Life in Years
|
|
Aggregate Intrinsic Value
|
|||||
Options outstanding, vested and exercisable as of December 31, 2018
|
10,950
|
|
|
$
|
31.99
|
|
|
2.0
|
|
$
|
734,469
|
|
Options exercised
|
(10,650
|
)
|
|
$
|
32.21
|
|
|
|
|
|
||
Options expired
|
(300
|
)
|
|
$
|
23.86
|
|
|
|
|
|
||
Options outstanding, vested and exercisable as of September 30, 2019
|
—
|
|
|
$
|
—
|
|
|
0.0
|
|
$
|
—
|
|
(Dollars in thousands)
|
Three Months Ended
|
|
Nine Months Ended
|
||
|
September 30, 2019
|
|
September 30, 2019
|
||
Operating leases expense
|
843
|
|
|
2,336
|
|
Short-term leases expense
|
68
|
|
|
150
|
|
Payments on operating lease obligations
|
719
|
|
|
2,243
|
|
(Dollars in thousands)
|
Location in Statements of Financial Position
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Finance lease right-of-use assets
|
Property, plant and equipment, net
|
|
$
|
6,186
|
|
|
$
|
6,750
|
|
Operating lease right-of-use assets
|
Other long-term assets
|
|
$
|
5,461
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
Finance lease obligations, current portion
|
Other accrued liabilities
|
|
$
|
404
|
|
|
$
|
420
|
|
Finance lease obligations, non-current portion
|
Other long-term liabilities
|
|
$
|
4,119
|
|
|
$
|
4,629
|
|
Total finance lease obligations
|
|
|
$
|
4,523
|
|
|
$
|
5,049
|
|
|
|
|
|
|
|
||||
Operating lease obligations, current portion
|
Other accrued liabilities
|
|
$
|
2,449
|
|
|
$
|
—
|
|
Operating lease obligations, non-current portion
|
Other long-term liabilities
|
|
$
|
3,031
|
|
|
$
|
—
|
|
Total operating lease obligations
|
|
|
$
|
5,480
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
Finance
|
|
Operating
|
||||||||||||
|
Leases
|
|
Leases Signed
|
|
Less: Leases Not Yet Commenced
|
|
Leases
|
||||||||
2019
|
$
|
143
|
|
|
$
|
696
|
|
|
$
|
—
|
|
|
$
|
696
|
|
2020
|
500
|
|
|
2,630
|
|
|
—
|
|
|
2,630
|
|
||||
2021
|
4,072
|
|
|
1,546
|
|
|
—
|
|
|
1,546
|
|
||||
2022
|
—
|
|
|
802
|
|
|
—
|
|
|
802
|
|
||||
2023
|
—
|
|
|
229
|
|
|
—
|
|
|
229
|
|
||||
Thereafter
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||
Total Lease Payments
|
4,715
|
|
|
5,934
|
|
|
—
|
|
|
5,934
|
|
||||
Less: Interest
|
(192
|
)
|
|
(454
|
)
|
|
—
|
|
|
(454
|
)
|
||||
Present Value of Net Future Minimum Lease Payments
|
$
|
4,523
|
|
|
$
|
5,480
|
|
|
$
|
—
|
|
|
$
|
5,480
|
|
|
Finance Leases
|
|
Operating Leases
|
Weighted Average Remaining Lease Term
|
2.0 years
|
|
2.6 years
|
Weighted Average Discount Rate
|
3.00%
|
|
6.08%
|
|
Pension Benefits
|
|
Retirement Health and Life Insurance Benefits
|
||||||||||||||||||||||||||||
(Dollars in thousands)
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
September 30,
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
|||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
17
|
|
|
$
|
48
|
|
|
$
|
55
|
|
Interest cost
|
1,790
|
|
|
1,692
|
|
|
5,359
|
|
|
5,064
|
|
|
14
|
|
|
16
|
|
|
44
|
|
|
47
|
|
||||||||
Expected return of plan assets
|
(2,187
|
)
|
|
(2,164
|
)
|
|
(6,571
|
)
|
|
(6,497
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(252
|
)
|
|
(400
|
)
|
|
(758
|
)
|
|
(1,201
|
)
|
||||||||
Amortization of net loss
|
476
|
|
|
457
|
|
|
1,386
|
|
|
1,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net periodic cost (benefit)
|
$
|
79
|
|
|
$
|
(15
|
)
|
|
$
|
174
|
|
|
$
|
(63
|
)
|
|
$
|
(226
|
)
|
|
$
|
(367
|
)
|
|
$
|
(666
|
)
|
|
$
|
(1,099
|
)
|
|
Asbestos Claims
|
|
Claims outstanding as of December 31, 2018
|
745
|
|
New claims filed
|
228
|
|
Pending claims concluded(1)
|
(147
|
)
|
Claims outstanding as of September 30, 2019
|
826
|
|
(Dollars in millions)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Asbestos-related claims
|
$
|
70.7
|
|
|
$
|
70.3
|
|
Asbestos-related insurance receivables
|
$
|
64.4
|
|
|
$
|
63.8
|
|
(Dollars in thousands)
|
|
Advanced Connectivity Solutions
|
|
Elastomeric Material Solutions
|
|
Power Electronics Solutions
|
|
Other
|
|
Total
|
||||||||||
Three Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales - recognized over time
|
|
$
|
—
|
|
|
$
|
3,429
|
|
|
$
|
42,906
|
|
|
$
|
4,504
|
|
|
$
|
50,839
|
|
Net sales - recognized at a point in time
|
|
78,983
|
|
|
91,511
|
|
|
225
|
|
|
284
|
|
|
171,003
|
|
|||||
Total net sales
|
|
$
|
78,983
|
|
|
$
|
94,940
|
|
|
$
|
43,131
|
|
|
$
|
4,788
|
|
|
$
|
221,842
|
|
Operating income
|
|
$
|
13,778
|
|
|
$
|
17,995
|
|
|
$
|
(3,358
|
)
|
|
$
|
1,470
|
|
|
$
|
29,885
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales - recognized over time
|
|
$
|
—
|
|
|
$
|
1,790
|
|
|
$
|
54,797
|
|
|
$
|
3,067
|
|
|
$
|
59,654
|
|
Net sales - recognized at a point in time
|
|
71,854
|
|
|
93,998
|
|
|
425
|
|
|
932
|
|
|
167,209
|
|
|||||
Total net sales
|
|
$
|
71,854
|
|
|
$
|
95,788
|
|
|
$
|
55,222
|
|
|
$
|
3,999
|
|
|
$
|
226,863
|
|
Operating income
|
|
$
|
8,451
|
|
|
$
|
15,924
|
|
|
$
|
4,067
|
|
|
$
|
1,200
|
|
|
$
|
29,642
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales - recognized over time
|
|
$
|
—
|
|
|
$
|
9,400
|
|
|
$
|
153,827
|
|
|
$
|
13,421
|
|
|
$
|
176,648
|
|
Net sales - recognized at a point in time
|
|
251,982
|
|
|
272,196
|
|
|
780
|
|
|
2,886
|
|
|
527,844
|
|
|||||
Total net sales
|
|
$
|
251,982
|
|
|
$
|
281,596
|
|
|
$
|
154,607
|
|
|
$
|
16,307
|
|
|
$
|
704,492
|
|
Operating income
|
|
$
|
45,301
|
|
|
$
|
46,752
|
|
|
$
|
(976
|
)
|
|
$
|
4,821
|
|
|
$
|
95,898
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales - recognized over time
|
|
$
|
—
|
|
|
$
|
3,731
|
|
|
$
|
165,248
|
|
|
$
|
12,332
|
|
|
$
|
181,311
|
|
Net sales - recognized at a point in time
|
|
221,685
|
|
|
249,356
|
|
|
1,334
|
|
|
2,463
|
|
|
474,838
|
|
|||||
Total net sales
|
|
$
|
221,685
|
|
|
$
|
253,087
|
|
|
$
|
166,582
|
|
|
$
|
14,795
|
|
|
$
|
656,149
|
|
Operating income
|
|
$
|
26,946
|
|
|
$
|
38,505
|
|
|
$
|
15,328
|
|
|
$
|
5,131
|
|
|
$
|
85,910
|
|
(1)
|
Net sales are allocated to countries based on the location of the customer. The table above lists individual countries with 10% or more of net sales for the periods indicated.
|
(1)
|
Net sales are allocated to countries based on the location of the customer. The table above lists individual countries with 10% or more of net sales for the periods indicated.
|
(Dollars in thousands)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Advanced Connectivity Solutions
|
$
|
—
|
|
|
$
|
—
|
|
Elastomeric Material Solutions
|
1,347
|
|
|
943
|
|
||
Power Electronics Solutions
|
20,965
|
|
|
19,738
|
|
||
Other
|
1,758
|
|
|
2,047
|
|
||
Total contract assets
|
$
|
24,070
|
|
|
$
|
22,728
|
|
(Dollars in thousands)
|
Severance Related to Facility Consolidation
|
||
Balance as of December 31, 2018
|
$
|
523
|
|
Provisions
|
—
|
|
|
Payments
|
(523
|
)
|
|
Balance as of September 30, 2019
|
$
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Gain from antitrust litigation settlement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,591
|
)
|
Loss (gain) on sale of property, plant and equipment
|
2
|
|
|
222
|
|
|
278
|
|
|
(161
|
)
|
||||
Lease income
|
(57
|
)
|
|
(237
|
)
|
|
(932
|
)
|
|
(237
|
)
|
||||
Depreciation on leased assets
|
179
|
|
|
878
|
|
|
1,729
|
|
|
878
|
|
||||
Total other operating (income) expense, net
|
$
|
124
|
|
|
$
|
863
|
|
|
$
|
1,075
|
|
|
$
|
(3,111
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Results of Operations and Financial Position
|
•
|
failure to capitalize on, volatility within, or other adverse changes with respect to the Company’s growth drivers, including advanced mobility and advanced connectivity, such as delays in adoption or implementation of new technologies;
|
•
|
uncertain 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;
|
•
|
the ongoing trade policy dispute between the United States and China, as well as adverse changes in trade policy, tariff regulation or other trade restrictions, including trade restrictions on Huawei Technologies Co., Ltd.;
|
•
|
fluctuations in foreign currency exchange rates;
|
•
|
our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems;
|
•
|
the extent to which end-user products and systems incorporating our products achieve commercial success;
|
•
|
the ability of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner;
|
•
|
intense global competition affecting both our existing products and products currently under development;
|
•
|
failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses;
|
•
|
our ability to attract and retain management and skilled technical personnel;
|
•
|
our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights;
|
•
|
changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate;
|
•
|
failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants;
|
•
|
the outcome of ongoing and future litigation, including our asbestos-related product liability litigation;
|
•
|
changes in environmental laws and regulations applicable to our business;
|
•
|
uncertainties with regard to the expense associated with the termination and settlement of the Rogers Corporation Defined Benefit Pension Plan (Merged Plan); and
|
•
|
disruptions in, or breaches of, our information technology systems.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross margin
|
35.6
|
%
|
|
34.9
|
%
|
|
35.5
|
%
|
|
35.4
|
%
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
18.2
|
%
|
|
17.6
|
%
|
|
18.1
|
%
|
|
18.8
|
%
|
Research and development expenses
|
3.5
|
%
|
|
3.4
|
%
|
|
3.3
|
%
|
|
3.7
|
%
|
Restructuring and impairment charges
|
0.3
|
%
|
|
0.5
|
%
|
|
0.4
|
%
|
|
0.3
|
%
|
Other operating (income) expense, net
|
0.1
|
%
|
|
0.4
|
%
|
|
0.1
|
%
|
|
(0.5
|
)%
|
Operating income
|
13.5
|
%
|
|
13.1
|
%
|
|
13.6
|
%
|
|
13.1
|
%
|
|
|
|
|
|
|
|
|
||||
Equity income in unconsolidated joint ventures
|
0.7
|
%
|
|
0.7
|
%
|
|
0.6
|
%
|
|
0.7
|
%
|
Other income (expense), net
|
(0.5
|
)%
|
|
(0.3
|
)%
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
Interest expense, net
|
(0.8
|
)%
|
|
(0.9
|
)%
|
|
(0.8
|
)%
|
|
(0.7
|
)%
|
Income before income tax expense
|
12.9
|
%
|
|
12.6
|
%
|
|
13.2
|
%
|
|
13.0
|
%
|
|
|
|
|
|
|
|
|
||||
Income tax expense
|
2.4
|
%
|
|
3.9
|
%
|
|
2.4
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
||||
Net income
|
10.5
|
%
|
|
8.7
|
%
|
|
10.8
|
%
|
|
9.6
|
%
|
Net Sales and Gross Margin
|
||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
(Dollars in thousands)
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
||||||||
Net sales
|
|
$
|
221,842
|
|
|
$
|
226,863
|
|
|
(2.2)%
|
|
$
|
704,492
|
|
|
$
|
656,149
|
|
|
7.4%
|
Research and Development Expenses
|
||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
(Dollars in thousands)
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
||||||||
Research and development expenses
|
|
$
|
7,830
|
|
|
$
|
7,630
|
|
|
2.6%
|
|
$
|
23,282
|
|
|
$
|
24,514
|
|
|
(5.0)%
|
Percentage of net sales
|
|
3.5
|
%
|
|
3.4
|
%
|
|
|
|
3.3
|
%
|
|
3.7
|
%
|
|
|
Other Income (Expense), Net
|
||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
(Dollars in thousands)
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
||||||||
Other income (expense), net
|
|
$
|
(918
|
)
|
|
$
|
(680
|
)
|
|
35.0%
|
|
$
|
(915
|
)
|
|
$
|
(647
|
)
|
|
41.4%
|
Interest Expense, Net
|
||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
(Dollars in thousands)
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
||||||||
Interest expense, net
|
|
$
|
(1,747
|
)
|
|
$
|
(2,000
|
)
|
|
(12.7)%
|
|
$
|
(5,723
|
)
|
|
$
|
(4,503
|
)
|
|
27.1%
|
Income Taxes
|
||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
(Dollars in thousands)
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
|
September 30, 2019
|
|
September 30, 2018
|
|
Percent Change
|
||||||||
Income tax expense
|
|
$
|
5,331
|
|
|
$
|
8,870
|
|
|
(39.9)%
|
|
$
|
17,258
|
|
|
$
|
22,014
|
|
|
(21.6)%
|
Effective tax rate
|
|
18.6
|
%
|
|
31.0
|
%
|
|
|
|
18.5
|
%
|
|
25.8
|
%
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Net sales
|
$
|
78,983
|
|
|
$
|
71,854
|
|
|
$
|
251,982
|
|
|
$
|
221,685
|
|
Operating income
|
$
|
13,778
|
|
|
$
|
8,451
|
|
|
$
|
45,301
|
|
|
$
|
26,946
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Net sales
|
$
|
94,940
|
|
|
$
|
95,788
|
|
|
$
|
281,596
|
|
|
$
|
253,087
|
|
Operating income
|
$
|
17,995
|
|
|
$
|
15,924
|
|
|
$
|
46,752
|
|
|
$
|
38,505
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Net sales
|
$
|
43,131
|
|
|
$
|
55,222
|
|
|
$
|
154,607
|
|
|
$
|
166,582
|
|
Operating income (loss)
|
$
|
(3,358
|
)
|
|
$
|
4,067
|
|
|
$
|
(976
|
)
|
|
$
|
15,328
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(Dollars in thousands)
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Net sales
|
$
|
4,788
|
|
|
$
|
3,999
|
|
|
$
|
16,307
|
|
|
$
|
14,795
|
|
Operating income
|
$
|
1,470
|
|
|
$
|
1,200
|
|
|
$
|
4,821
|
|
|
$
|
5,131
|
|
(Dollars in thousands)
|
September 30, 2019
|
|
December 31, 2018
|
||||
United States
|
$
|
36,805
|
|
|
$
|
41,833
|
|
Europe
|
27,978
|
|
|
31,244
|
|
||
Asia
|
75,964
|
|
|
94,661
|
|
||
Total cash and cash equivalents
|
$
|
140,747
|
|
|
$
|
167,738
|
|
(Dollars in thousands)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Key Financial Position Accounts:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
140,747
|
|
|
$
|
167,738
|
|
Accounts receivable, net
|
$
|
138,532
|
|
|
$
|
144,623
|
|
Contract assets
|
$
|
24,070
|
|
|
$
|
22,728
|
|
Inventories
|
$
|
137,908
|
|
|
$
|
132,637
|
|
Borrowings under revolving credit facility
|
$
|
130,482
|
|
|
$
|
228,482
|
|
•
|
Accounts receivable, net decreased 4.2% to $138.5 million as of September 30, 2019, from $144.6 million as of December 31, 2018. The decrease from year-end was primarily due to a reduction in our income taxes receivable as of the end of the third quarter of 2019 compared to the end of the 2018.
|
•
|
Contract assets increased 5.9% to $24.1 million as of September 30, 2019, from $22.7 million as of December 31, 2018, as a result of an increase in no-alternative-use inventory, mainly attributable to the increase in no alternative use inventory for which we have the right to payment in our PES operating segment.
|
•
|
Inventories increased 4.0% to $137.9 million as of September 30, 2019, from $132.6 million as of December 31, 2018, primarily driven by higher raw material purchases in our ACS and PES operating segments during the third quarter of 2019 to satisfy anticipated increases in demand through the first half of 2020.
|
•
|
Borrowings under revolving credit facility decreased 42.9% to $130.5 million as of September 30, 2019, from $228.5 million as of December 31, 2018, as a result of $98.0 million of principal payments made in the first nine months of 2019.
|
(Dollars in thousands)
|
Nine Months Ended
|
||||||
Key Cash Flow Measures:
|
September 30, 2019
|
|
September 30, 2018
|
||||
Net cash provided by operating activities
|
$
|
115,672
|
|
|
$
|
33,424
|
|
Net cash used in investing activities
|
(36,193
|
)
|
|
(157,535
|
)
|
||
Net cash (used in) provided by financing activities
|
(104,010
|
)
|
|
93,779
|
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
ROGERS CORPORATION
(Registrant)
|
/s/ Michael M. Ludwig
|
|
|
Michael M. Ludwig
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
Principal Financial Officer |
|
|
Dated: 10/30/2019
|
|
|
a)
|
Your assignment in the capacity of Asia President & Senior Strategic Advisor has been established and this letter will be effective as of September 1st, 2019. You will have a reporting relationship to Bruce Hoechner, President and Chief Executive Officer, during the course of your assignment of September 1st 2019 to March 31st 2020.
|
b)
|
The assignment will be reviewed one month before the expiration. It can be extended based on the mutual agreement between company and the employee.
|
a)
|
Lead and drive the development and implementation of Asia Strategy during the term of the position, with the intent of transitioning the commercial aspect of the role to Paul Pang after completion of the term;
|
b)
|
Support the leadership transition in Asia via mentoring Paul Pang and continuously coach and develop the Asia leadership team on an as requested basis;
|
c)
|
Assist with any due diligence support for on-going acquisition activity for both PES and for Rogers in general in coordination with the Sr. VP of Business Strategy; and
|
d)
|
Maintain high level relationships with local authorities in China.
|
a)
|
During September 1st – December 31st, 2019, you are required to maintain your standard working schedule;
|
b)
|
From January 1st – March 31st, you are required to work 20 hours per week which is subject to business needs; and
|
c)
|
You are eligible for work from home and you may also use Rogers’ offices as your workplace.
|
a)
|
During September 1st to December 31st, 2019, your compensation and benefits will remain unchanged.
|
b)
|
Effective from January 1st, 2020, your monthly base salary for the Senior Advisor role is RMB 115,000 per month before tax and subject to any income tax required by government.
|
c)
|
You are not eligible for the Annual Incentive Compensation Plan (AICP) or Long Term Incentive Compensation (LIT) from January 1st, 2020.
|
d)
|
You will continue to be eligible for total RMB 285,000 of your home and gasoline allowances as well as pension insurance during January 1st to March 31st, 2020.
|
Sincerely,
|
|
Received and accepted:
|
|
|
|
|
|
/s/ Bruce Hoechner
|
|
/s/ Helen Zhang
|
|
Bruce Hoechner
|
|
Helen, Zhang Wei
|
|
President and Chief Executive Officer
|
|
Asia President & Senior Strategic Advisor
|
|
Cc:
|
Ben Buckley
|
|
Grace Gu
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Rogers Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: October 30, 2019
|
/s/ Bruce D. Hoechner
|
Bruce D. Hoechner
|
President and Chief Executive Officer
Principal Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Rogers Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: October 30, 2019
|
/s/ Michael M. Ludwig
|
Michael M. Ludwig
|
Senior Vice President, Chief Financial Officer and Treasurer
Principal Financial Officer
|
/s/ Bruce D. Hoechner
|
Bruce D. Hoechner
|
President and Chief Executive Officer
Principal Executive Officer
|
October 30, 2019
|
/s/ Michael M. Ludwig
|
Michael M. Ludwig
|
Senior Vice President, Chief Financial Officer and Treasurer Principal Financial Officer
|
October 30, 2019
|