[X]
|
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
|
incorporation
or organization)
|
Identification
No.)
|
P.O.
Box 188, One Technology Drive, Rogers,
Connecticut
|
06263-0188
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
Accelerated Filer
_X
|
Accelerated
Filer ___
|
Non-accelerated
filer ____
|
TABLE
OF CONTENTS
|
||
3
|
||
4
|
||
5
|
||
6
|
||
20
|
||
29
|
||
29
|
||
29
|
||
29
|
||
29
|
||
30
|
||
31
|
Exhibits:
|
||
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,,
2007
|
October
1,
2006
|
|||||||||||||
Net
sales
|
$ |
109,626
|
$ |
121,588
|
$ |
322,588
|
$ |
324,885
|
||||||||
Cost
of sales
|
78,448
|
83,948
|
240,688
|
218,382
|
||||||||||||
Gross
margin
|
31,178
|
37,640
|
81,900
|
106,503
|
||||||||||||
Selling
and administrative expenses
|
16,874
|
15,376
|
53,733
|
46,060
|
||||||||||||
Research
and development expenses
|
5,577
|
5,977
|
17,301
|
17,905
|
||||||||||||
Restructuring
and impairment charges
|
202
|
-
|
3,283
|
5,013
|
||||||||||||
Operating
income
|
8,525
|
16,287
|
7,583
|
37,525
|
||||||||||||
Equity
income in unconsolidated joint ventures
|
2,110
|
1,437
|
4,852
|
5,971
|
||||||||||||
Other
income, net
|
72
|
700
|
844
|
1,617
|
||||||||||||
Interest
income, net
|
449
|
607
|
1,334
|
1,585
|
||||||||||||
Income
from continuing operations before income taxes
|
11,156
|
19,031
|
14,613
|
46,698
|
||||||||||||
Income
tax expense
|
2,060
|
2,290
|
741
|
9,742
|
||||||||||||
Income
from continuing operations
|
9,096
|
16,741
|
13,872
|
36,956
|
||||||||||||
Income
(loss) from discontinued operations, net of taxes
|
(146 | ) |
438
|
259
|
(3,173 | ) | ||||||||||
Net
income
|
$ |
8,950
|
$ |
17,179
|
$ |
14,131
|
$ |
33,783
|
||||||||
Basic
net income per share:
|
||||||||||||||||
Income
from continuing operations
|
$ |
0.55
|
$ |
0.99
|
$ |
0.84
|
$ |
2.21
|
||||||||
Income
(loss) from discontinued operations, net
|
(0.01 | ) |
0.03
|
0.01
|
(0.19 | ) | ||||||||||
Net
income
|
$ |
0.54
|
$ |
1.02
|
$ |
0.85
|
$ |
2.02
|
||||||||
Diluted
net income per share:
|
||||||||||||||||
Income
from continuing operations
|
$ |
0.52
|
$ |
0.97
|
$ |
0.79
|
$ |
2.10
|
||||||||
Income
(loss) from discontinued operations, net
|
(0.01 | ) |
0.02
|
0.01
|
(0.18 | ) | ||||||||||
Net
income
|
$ |
0.51
|
$ |
0.99
|
$ |
0.80
|
$ |
1.92
|
||||||||
Shares
used in computing:
|
||||||||||||||||
Basic
|
16,431,017
|
16,845,874
|
16,609,229
|
16,702,800
|
||||||||||||
Diluted
|
17,448,146
|
17,327,140
|
17,538,537
|
17,551,484
|
September
30,
2007
|
December
31,
2006
|
|||||||
Assets
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$ |
34,557
|
$ |
13,638
|
||||
Short-term
investments
|
31,500
|
68,185
|
||||||
Accounts
receivable, less allowance for doubtful accounts
of
$1,075 and $2,024
|
76,990
|
85,339
|
||||||
Accounts
receivable from joint ventures
|
1,975
|
5,437
|
||||||
Accounts
receivable, other
|
1,819
|
3,552
|
||||||
Note
receivable
|
2,100
|
2,100
|
||||||
Inventories
|
59,444
|
70,135
|
||||||
Deferred
income taxes
|
10,910
|
15,430
|
||||||
Asbestos-related
insurance receivables
|
4,244
|
4,244
|
||||||
Other
assets
|
4,939
|
3,415
|
||||||
Assets
of discontinued operations
|
-
|
1,079
|
||||||
Total
current assets
|
228,478
|
272,554
|
||||||
Property,
plant and equipment, net of accumulated depreciation
of
$157,884 and $139,818
|
144,694
|
141,406
|
||||||
Investments
in unconsolidated joint ventures
|
28,305
|
26,629
|
||||||
Deferred
income taxes
|
14,451
|
4,828
|
||||||
Pension
asset
|
974
|
974
|
||||||
Goodwill
|
10,131
|
10,656
|
||||||
Other
intangible assets
|
112
|
454
|
||||||
Asbestos-related
insurance receivables
|
18,503
|
18,503
|
||||||
Other
assets
|
5,082
|
4,576
|
||||||
Assets
of discontinued operations
|
-
|
322
|
||||||
Total
assets
|
$ |
450,730
|
$ |
480,902
|
||||
Liabilities
and Shareholders’ Equity
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$ |
14,322
|
$ |
25,712
|
||||
Accrued
employee benefits and compensation
|
18,196
|
27,322
|
||||||
Accrued
income taxes payable
|
5,774
|
9,970
|
||||||
Asbestos-related
liabilities
|
4,244
|
4,244
|
||||||
Other
accrued liabilities
|
17,655
|
12,979
|
||||||
Liabilities
of discontinued operations
|
-
|
1,916
|
||||||
Total
current liabilities
|
60,191
|
82,143
|
||||||
Pension
liability
|
11,698
|
11,698
|
||||||
Retiree
health care and life insurance benefits
|
10,021
|
10,021
|
||||||
Asbestos-related
liabilities
|
18,694
|
18,694
|
||||||
Other
liabilities
|
1,117
|
1,169
|
||||||
Shareholders’
Equity
|
||||||||
Capital
Stock - $1 par value; 50,000,000 authorized shares; 16,405,053
and
16,937,523
shares issued and outstanding
|
16,405
|
16,938
|
||||||
Additional
paid-in capital
|
38,393
|
59,352
|
||||||
Retained
earnings
|
288,829
|
277,442
|
||||||
Accumulated
other comprehensive income
|
5,382
|
3,445
|
||||||
Total
shareholders' equity
|
349,009
|
357,177
|
||||||
Total
liabilities and shareholders' equity
|
$ |
450,730
|
$ |
480,902
|
Nine
Months Ended
|
||||||||
September
30,
2007
|
October
1,
2006
|
|||||||
Operating
Activities:
|
||||||||
Net
income
|
$ |
14,131
|
$ |
33,783
|
||||
Loss
(income) from discontinued operations
|
(259 | ) |
3,173
|
|||||
Adjustments
to reconcile net income to cash provided by
operating
activities:
|
||||||||
Depreciation
and amortization
|
18,157
|
13,970
|
||||||
Stock-based
compensation expense
|
4,363
|
2,759
|
||||||
Excess
tax benefit related to stock award plans
|
(966 | ) | (4,489 | ) | ||||
Deferred
income taxes
|
(5,102 | ) | (951 | ) | ||||
Equity
in undistributed income of unconsolidated joint ventures,
net
|
(4,852 | ) | (5,971 | ) | ||||
Dividends
received from unconsolidated joint ventures
|
3,251
|
2,906
|
||||||
Pension
and postretirement benefits
|
-
|
(3,477 | ) | |||||
Impairment
charges
|
525
|
5,013
|
||||||
Other,
net
|
(164 | ) | (3,390 | ) | ||||
Changes
in operating assets and liabilities excluding effects of
acquisition
and disposition of businesses:
|
||||||||
Accounts
receivable
|
11,014
|
(31,946 | ) | |||||
Accounts
receivable, joint ventures
|
3,461
|
425
|
||||||
Inventories
|
11,651
|
(17,971 | ) | |||||
Other
current assets
|
(1,447 | ) | (776 | ) | ||||
Accounts
payable and other accrued expenses
|
(23,298 | ) |
25,121
|
|||||
Net
cash provided by operating activities of continuing
operations
|
30,465
|
18,179
|
||||||
Net
cash provided by operating activities of discontinued
operations
|
(256 | ) |
4,455
|
|||||
Net
cash provided by operating activities
|
30,209
|
22,634
|
||||||
Investing
Activities:
|
||||||||
Capital
expenditures
|
(20,091 | ) | (13,486 | ) | ||||
(Purchase
of) proceeds from short-term investments, net
|
36,685
|
(19,386 | ) | |||||
Net
cash provided by (used in) investing activities of continuing
operations
|
16,594
|
(32,872 | ) | |||||
Net
cash provided by (used in) investing activities of discontinued
operations
|
-
|
(12 | ) | |||||
Net
cash provided by (used in) investing activities
|
16,594
|
(32,884 | ) | |||||
Financing
Activities:
|
||||||||
Proceeds
from sale of capital stock, net
|
4,836
|
16,371
|
||||||
Excess
tax benefit related to stock award plans
|
966
|
4,489
|
||||||
Proceeds
from issuance of shares to employee stock purchase plan
|
902
|
954
|
||||||
Purchase
of stock from shareholders
|
(32,645 | ) |
-
|
|||||
Net
cash (used in) provided by financing activities
|
(25,941 | ) |
21,814
|
|||||
Effect
of exchange rate fluctuations on cash
|
57
|
166
|
||||||
Net
increase in cash and cash equivalents
|
20,919
|
11,730
|
||||||
Cash
and cash equivalents at beginning of year
|
13,638
|
22,001
|
||||||
Cash
and cash equivalents at end of quarter
|
$ |
34,557
|
$ |
33,731
|
||||
Supplemental
disclosure of noncash investing activities:
|
||||||||
Contribution
of shares to fund employee stock purchase plan
|
$ |
902
|
$ |
954
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
(Dollars
in thousands)
|
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
||||||||||||
Net
income
|
$ |
8,950
|
$ |
17,179
|
$ |
14,131
|
$ |
33,783
|
||||||||
Foreign
currency translation adjustments
|
2,740
|
(941 | ) |
1,937
|
4,543
|
|||||||||||
Comprehensive
income
|
$ |
11,690
|
$ |
16,238
|
$ |
16,068
|
$ |
38,326
|
(Dollars
in thousands)
|
September
30,
2007
|
December
31,
2006
|
||||||
Foreign
currency translation adjustments
|
$ |
15,259
|
$ |
13,322
|
||||
Funded
status of pension plans and other postretirement benefits
|
(9,877 | ) | (9,877 | ) | ||||
Accumulated
other comprehensive income
|
$ |
5,382
|
$ |
3,445
|
(Dollars
in thousands, except per share amounts)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Numerator:
|
||||||||||||||||
Income
from continuing operations
|
$ |
9,096
|
$ |
16,741
|
$ |
13,872
|
$ |
36,956
|
||||||||
Income
(loss) from discontinued operations, net of taxes
|
(146 | ) |
438
|
259
|
(3,173 | ) | ||||||||||
Net
income
|
$ |
8,950
|
$ |
17,179
|
$ |
14,131
|
$ |
33,783
|
||||||||
Denominator:
|
||||||||||||||||
Denominator
for basic earnings per share -
Weighted-average
shares
|
16,431
|
16,846
|
16,609
|
16,703
|
||||||||||||
Effect
of dilutive stock options
|
1,017
|
481
|
930
|
848
|
||||||||||||
Denominator
for diluted earnings per share - Adjusted
|
||||||||||||||||
weighted—average
shares and assumed conversions
|
17,448
|
17,327
|
17,539
|
17,551
|
||||||||||||
Basic
net income per share:
|
||||||||||||||||
Income
from continuing operations
|
$ |
0.55
|
$ |
0.99
|
$ |
0.84
|
$ |
2.21
|
||||||||
Income
(loss) from discontinued operations, net
|
(0.01 | ) |
0.03
|
0.01
|
(0.19 | ) | ||||||||||
Net
income
|
$ |
0.54
|
$ |
1.02
|
$ |
0.85
|
$ |
2.02
|
||||||||
Diluted
net income per share:
|
||||||||||||||||
Income
from continuing operations
|
$ |
0.52
|
$ |
0.97
|
$ |
0.79
|
$ |
2.10
|
||||||||
Income
(loss) from discontinued operations, net
|
(0.01 | ) |
0.02
|
0.01
|
(0.18 | ) | ||||||||||
Net
income
|
$ |
0.51
|
$ |
0.99
|
$ |
0.80
|
$ |
1.92
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Options
granted
|
1,100
|
2,500
|
229,986
|
180,179
|
||||||||||||
Weighted
average exercise price
|
$ |
41.85
|
$ |
57.30
|
$ |
51.38
|
$ |
49.43
|
||||||||
Weighted-average
grant date fair value
|
20.12
|
26.41
|
24.44
|
22.82
|
||||||||||||
Assumptions:
|
||||||||||||||||
Expected
volatility
|
38.10 | % | 38.49 | % | 36.50 | % | 38.52 | % | ||||||||
Expected
term (in years)
|
7.00
|
6.25
|
6.97
|
6.25
|
||||||||||||
Risk-free
interest rate
|
4.41 | % | 4.77 | % | 4.75 | % | 4.68 | % | ||||||||
Expected
dividend yield
|
--
|
--
|
--
|
--
|
Options
Outstanding
|
Weighted-
Average
Exercise
Price
Per
Share
|
Weighted-
Average
Remaining
Contractual
Life
in Years
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Options
outstanding at July 1, 2007
|
2,224,896
|
$ |
39.64
|
|||||||||||||
Options
granted
|
1,100
|
41.85
|
||||||||||||||
Options
exercised
|
(99,033 | ) |
25.74
|
|||||||||||||
Options
cancelled
|
(51,825 | ) |
51.70
|
|||||||||||||
Options
outstanding at September 30, 2007
|
2,075,138
|
39.99
|
6.4
|
$ |
12,342,293
|
|||||||||||
Options
exercisable at September 30, 2007
|
1,718,591
|
37.89
|
5.9
|
12,260,795
|
||||||||||||
Options
vested or expected to vest at September 30, 2007 *
|
2,064,442
|
39.94
|
6.3
|
12,339,848
|
Options
Outstanding
|
Weighted-
Average
Exercise
Price
Per
Share
|
|||||||
Options
outstanding at December 31, 2006
|
2,118,631
|
$ |
37.94
|
|||||
Options
granted
|
229,986
|
51.38
|
||||||
Options
exercised
|
(188,297 | ) |
26.02
|
|||||
Options
cancelled
|
(85,182 | ) |
49.72
|
|||||
Options
outstanding at September 30, 2007
|
2,075,138
|
39.99
|
(Dollars
in
housands)
|
Pension
Benefits
|
Retirement
Health and Life Insurance Benefits
|
||||||||||||||||||||||||||||||
Three
Months
Ended
|
Nine
Months
Ended
|
Three
Months
Ended
|
Nine
Months
Ended
|
|||||||||||||||||||||||||||||
Change
in benefit
obligation:
|
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
||||||||||||||||||||||||
Service
cost
|
$ |
1,557
|
$ |
1,133
|
$ |
3,864
|
$ |
3,400
|
$ |
116
|
$ |
209
|
$ |
530
|
$ |
584
|
||||||||||||||||
Interest
cost
|
1,878
|
1,705
|
5,467
|
5,115
|
58
|
138
|
355
|
424
|
||||||||||||||||||||||||
Expected
return on
plan
assets
|
(2,462 | ) | (2,198 | ) | (7,443 | ) | (6,529 | ) |
--
|
--
|
--
|
--
|
||||||||||||||||||||
Amortization
of
prior
service cost
|
147
|
115
|
388
|
346
|
(290 | ) |
--
|
(290 | ) |
--
|
||||||||||||||||||||||
Amortization
of net
loss
|
21
|
141
|
180
|
424
|
38
|
32
|
88
|
121
|
||||||||||||||||||||||||
Net
periodic benefit
cost
|
$ |
1,141
|
$ |
896
|
$ |
2,456
|
$ |
2,756
|
$ | (79 | ) | $ |
379
|
$ |
683
|
$ |
1,129
|
(Dollars
in thousands)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2007
(2)
|
October
1,
2006
(1) (2)
|
September
30,
2007
(2)
|
October
1,
2006
(1) (2)
|
|||||||||||||
Custom
Electrical Components
|
||||||||||||||||
Net
sales
|
$ |
32,884
|
$ |
46,009
|
$ |
100,683
|
$ |
105,257
|
||||||||
Operating
income (loss)
|
1,215
|
6,656
|
(6,055 | ) |
10,867
|
|||||||||||
Printed
Circuit Materials
|
||||||||||||||||
Net
sales
|
$ |
37,057
|
$ |
39,942
|
$ |
109,540
|
$ |
112,142
|
||||||||
Operating
income
|
2,104
|
3,591
|
1,886
|
10,148
|
||||||||||||
High
Performance Foams
|
||||||||||||||||
Net
sales
|
$ |
29,466
|
$ |
26,117
|
$ |
80,483
|
$ |
77,678
|
||||||||
Operating
income
|
5,457
|
5,427
|
12,654
|
17,328
|
||||||||||||
Other
Polymer Products
|
||||||||||||||||
Net
sales
|
$ |
10,219
|
$ |
9,520
|
$ |
31,882
|
$ |
29,808
|
||||||||
Operating
(loss) income
|
(251 | ) |
613
|
(902 | ) | (818 | ) |
(1) |
2006
amounts have been adjusted for changes in the corporate expense allocation
methodology to make them comparable to the current
year.
|
(2) |
These
amounts represent the results of continuing operations. The
2006 amounts have been adjusted to exclude the results of the polyolefin
foams operating segment, which had been aggregated in the Other Polymer
Products reportable segment. See Note 2 – Discontinued
Operations for further
information.
|
Joint
Venture
|
Location
|
Reportable
Segment
|
Fiscal
Year-End
|
Rogers
Inoac Corporation (RIC)
|
Japan
|
High
Performance Foams
|
October
31
|
Rogers
Inoac Suzhou Corporation (RIS)
|
China
|
High
Performance Foams
|
December
31
|
Rogers
Chang Chun Technology Co., Ltd. (RCCT)
|
Taiwan
|
Printed
Circuit Materials
|
December
31
|
Polyimide
Laminate Systems, LLC (PLS)
|
U.S.
|
Printed
Circuit Materials
|
December
31
|
(Dollars
in thousands)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Net
sales
|
$ |
31,356
|
$ |
25,920
|
$ |
79,652
|
$ |
80,401
|
||||||||
Gross
profit
|
8,048
|
6,637
|
19,899
|
20,582
|
||||||||||||
Net
income
|
4,220
|
2,874
|
9,704
|
11,942
|
·
|
Claims
|
·
|
Defenses
|
·
|
Dismissals
and Settlements
|
·
|
Potential
Liability
|
·
|
Insurance
Coverage
|
·
|
Cost
Sharing Agreement
|
·
|
Impact
on Financial Statements
|
(Dollars
in thousands)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Inventory
charges (1)
|
||||||||||||||||
Printed
Circuit Materials
|
$ |
--
|
$ |
--
|
$ |
2,500
|
$ |
--
|
||||||||
Custom
Electrical Components
|
--
|
--
|
4,750
|
--
|
||||||||||||
Subtotal
|
--
|
--
|
7,250
|
--
|
||||||||||||
Inventory
recoveries (1)
|
||||||||||||||||
Printed
Circuit Materials
|
(509 | ) |
--
|
(509 | ) |
--
|
||||||||||
Custom
Electrical Components
|
(710 | ) |
--
|
(710 | ) |
--
|
||||||||||
Subtotal
|
(1,219 | ) |
--
|
(1,219 | ) |
--
|
||||||||||
Property,
plant and equipment
charges
(1)
|
||||||||||||||||
Printed
Circuit Materials
|
210
|
--
|
420
|
--
|
||||||||||||
Custom
Electrical Components
|
729
|
--
|
2,299
|
--
|
||||||||||||
Subtotal
|
939
|
--
|
2,719
|
--
|
||||||||||||
Prepaid
license charges (2)
|
||||||||||||||||
Custom
Electrical Components
|
603
|
--
|
1,435
|
--
|
||||||||||||
Subtotal
|
603
|
--
|
1,435
|
--
|
||||||||||||
Goodwill
impairment (3)
|
||||||||||||||||
Other
Polymer Materials
|
--
|
--
|
525
|
5,013
|
||||||||||||
Subtotal
|
--
|
--
|
525
|
5,013
|
||||||||||||
Severance
(3)
|
202
|
--
|
2,758
|
--
|
||||||||||||
Total
charges
|
$ |
525
|
$ |
--
|
$ |
13,468
|
$ |
5,013
|
(1)
|
These
amounts are included in cost of sales on our condensed consolidated
statements of income with the exception of $0.5 million for the
three and
nine month periods ended September 30, 2007 in the Custom Electrical
Components reportable segment which is recorded in selling and
administrative expenses on our condensed consolidated statements
of
income.
|
(2)
|
These
amounts are included in selling and administrative expenses on
our
condensed consolidated statements of
income.
|
(3)
|
These
amounts are included in restructuring and impairment charges on
our
condensed consolidated statements of
income.
|
(in
thousands)
|
||||
Balance
at July 1, 2007
|
$ |
2,556
|
||
Provisions
|
202
|
|||
Payments
|
(597 | ) | ||
Other
Adjustments
|
(153 | ) | ||
Balance
at September 30, 2007
|
$ |
2,008
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Manufacturing
margins
|
28.4
|
31.0
|
25.4
|
32.8
|
||||||||||||
Selling
and administrative expenses
|
15.4
|
12.6
|
16.7
|
14.2
|
||||||||||||
Research
and development expenses
|
5.1
|
4.9
|
5.4
|
5.5
|
||||||||||||
Restructuring
and impairment charges
|
0.2
|
0.0
|
1.0
|
1.5
|
||||||||||||
Operating
income
|
7.8
|
13.4
|
2.4
|
11.6
|
||||||||||||
Equity
income in unconsolidated joint ventures
|
1.9
|
1.2
|
1.5
|
1.8
|
||||||||||||
Other
income, net
|
0.5
|
1.1
|
0.7
|
1.0
|
||||||||||||
Income
before income taxes
|
10.2
|
15.7
|
4.5
|
14.4
|
||||||||||||
Income
tax expense
|
1.9
|
1.9
|
0.2
|
3.0
|
||||||||||||
Net
income from continuing operations
|
8.3
|
13.8
|
4.3
|
11.4
|
||||||||||||
Income
(loss) from discontinued operations, net
|
(0.1 | ) |
0.4
|
0.1
|
(1.0 | ) | ||||||||||
Net
income
|
8.2 | % | 14.1 | % | 4.4 | % | 10.4 | % |
·
|
Durel
|
·
|
Flexible
Circuit Materials
|
·
|
Severance
|
·
|
Composite
Materials
|
·
|
Polyolefin
Foams
|
·
|
Polyester-Based
Industrial Laminates
|
(Dollars
in millions)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Net
sales
|
$ |
37.1
|
$ |
39.9
|
$ |
109.5
|
$ |
112.1
|
||||||||
Operating
income
|
2.1
|
3.6
|
1.9
|
10.2
|
(Dollars
in millions)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Net
sales
|
$ |
32.9
|
$ |
46.0
|
$ |
100.7
|
$ |
105.3
|
||||||||
Operating
(loss) income
|
1.2
|
6.7
|
(6.1 | ) |
10.9
|
(Dollars
in millions)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Net
sales
|
$ |
29.5
|
$ |
26.1
|
$ |
80.5
|
$ |
77.7
|
||||||||
Operating
income
|
5.5
|
5.4
|
12.7
|
17.3
|
(Dollars
in millions)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||||
September
30,
2007
|
October
1,
2006
|
September
30,
2007
|
October
1,
2006
|
|||||||||||||
Net
sales
|
$ |
10.2
|
$ |
9.5
|
$ |
31.9
|
$ |
29.8
|
||||||||
Operating
(loss) income
|
(0.3 | ) |
0.6
|
(0.9 | ) | (0.8 | ) |
(Dollars
in thousands
)
|
September
30,
2007
|
December
31,
2006
|
||||||
Key
Balance Sheet Accounts:
|
||||||||
Cash,
cash equivalents and short-term investments
|
$ |
66,057
|
$ |
81,823
|
||||
Accounts
receivable
|
76,990
|
85,339
|
||||||
Inventory
|
59,444
|
70,135
|
Nine
Months Ended
|
||||||||
September
30,
2007
|
October
1,
2006
|
|||||||
Key
Cash Flow Measures:
|
||||||||
Cash
provided by operating activities from continuing
operations
|
$ |
30,465
|
$ |
18,179
|
||||
Cash
provided by (used in) investing activities from continuing
operations
|
16,594
|
(32,872 | ) | |||||
Cash
(used in) provided by financing activities
|
(25,941 | ) |
21,814
|
|
o
|
Short-term
investments decreased by $36.7 million from $68.2 million at December
31,
2006 to $31.5 million at September 30, 2007, as the proceeds were
primarily used to repurchase the Company’s common stock and to pay the
2006 annual incentive compensation
awards.
|
|
o
|
Accounts
receivable decreased by $8.3 million from $85.3 million at December
31,
2006 to $77.0 million at September 30, 2007, primarily due to lower
sales
volumes in the third quarter of 2007 as compared to the fourth quarter
of
2006.
|
|
o
|
Accounts
payable decreased by $11.4 million from $25.7 million at December
31, 2006
to $14.3 million at September 30, 2007, primarily due to lower inventory
purchases during the first nine months of
2007.
|
|
o
|
Accrued
employee benefits and compensation decreased from $27.3 million at
December 31, 2006 to $18.2 million at September 30, 2007 due mainly
to the
payment of the 2006 annual incentive compensation awards paid in
the first
quarter of 2007.
|
|
o
|
Shareholders
equity decreased by $8.2 million from $357.2 million at December
31, 2006
to $349.0 million at September 30, 2007 primarily as a result of
the
common stock repurchase and the FIN 48 adoption adjustment, partially
offset by current period earnings.
|
Period
|
Total
Number of
Shares
Purchased
|
Average
Price
Paid
per Share
|
Total
Number of
Shares
Purchased
As
Part of Publicly
Announced
Plans
or
Programs
|
Approximate
Dollar
Value
of Shares that
may
yet be
Purchased
under the
Plans
or Programs
|
||||||||||||
July
2, 2007 through July 29, 2007
|
-
|
-
|
-
|
$ |
26,063,186
|
|||||||||||
July
30, 2007 through August 26, 2007
|
147,800
|
$ |
40.59
|
147,800
|
$ |
20,064,304
|
||||||||||
August
27, 2007 through September 30, 2007
|
65,800
|
$ |
41.17
|
65,800
|
$ |
17,355,091
|
||||||||||
Total
|
213,600
|
$ |
40.77
|
213,600
|
$ |
17,355,091
|
2
|
Stock
Purchase Agreement, dated September 30, 2003, among 3M Company, 3M
Innovative Properties Company, Durel Corporation and Rogers Corporation
for the purchase of Durel Corporation was filed as Exhibit 2.1 to
the
Registrant’s Form 8-K filed on October 15, 2003*.
|
3a
|
Restated
Articles of Organization of Rogers Corporation were filed as Exhibit
3a to
the Registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2006 filed on February 27, 2007*.
|
3b
|
Amended
and Restated Bylaws of Rogers Corporation, effective February 21,
2007
filed as Exhibit 3.1 to the Registrant’s Current Report on Form
8-K filed on February 22, 2007*.
|
4a
|
1997
Shareholder Rights Plan was filed on Form 8-A dated March 24,
1997. The June 19, 1997 and July 7, 1997 amendments were filed
on Form 8-A/A dated July 21, 1997. The April 10, 2000 amendment
was filed on Form 8-K on May 16, 2000*.
|
4b
|
Certain
Long-Term Debt Instruments, each representing indebtedness in an
amount
equal to less than 10 percent of the Registrant’s total consolidated
assets, have not been filed as exhibits to this report on Form
10-Q. The Registrant hereby undertakes to file these
instruments with the Commission upon request.
|
4c
|
Shareholder
Rights Agreement, dated as of February 22, 2007, between Rogers
Corporation and Registrar and Transfer Company, as Rights Agent,
filed as
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on
February 23, 2007*.
|
10i
|
Amended
and Restated Voluntary Deferred Compensation Plan for Non-Management
Directors** effective as of October 24, 2007, filed
herewith.
|
10j
|
Amended
and Restated Voluntary Deferred Compensation Plan for Key Employees**
effective as of October 24, 2007, filed herewith.
|
23.1
|
Consent
of National Economic Research Associates, Inc., filed
herewith.
|
23.2
|
Consent
of Marsh U.S.A., Inc., filed herewith.
|
31(a)
|
Certification
of President and Chief Executive Officer pursuant to Rule 13a-14(a)
of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002, filed herewith.
|
31(b)
|
Certification
of Vice President, Finance and Chief Financial Officer Pursuant to
Rule
13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
|
32
|
Certification
of President and Chief Executive Officer and Vice President, Finance
and
Chief Financial Officer Pursuant to Rule 13a-14(b) of the Securities
Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
|
*
|
In
accordance with Rule 12b-23 and Rule 12b-32 under the Securities
Exchange
Act of 1934, as amended, reference is made to the documents previously
filed with the Securities and Exchange Commission, which documents
are
hereby incorporated by reference.
|
**
|
Management
Contract.
|
ROGERS
CORPORATION
|
|
(Registrant)
|
/s/ Dennis
M. Loughran
|
/s/
Paul B. Middleton
|
|
Dennis
M. Loughran
Vice
President, Finance and Chief Financial Officer
Principal
Financial Officer
|
Paul
B. Middleton
Treasurer
and Principal Accounting
Officer
|
ROGERS
CORPORATION
|
||
By:
|
/s/
Robert M. Soffer
|
|
Robert
M. Soffer
|
||
Vice
President and Secretary
|
ROGERS
CORPORATION
|
||
By:
|
/s/
Robert M. Soffer
|
|
Robert
M. Soffer
|
||
Vice
President and Secretary
|
National
Economic Research Associates, Inc.
|
||
By: |
/s/ Denise
N. Martin
|
|
Name:
Denise Martin
|
||
Title: Senior
Vice President
|
MARSH
USA, INC.
|
||
By:
|
/s/ John
H. Denton
|
|
Name:
John H. Denton
|
||
Title: Senior
Vice President
|
|
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 quarterly
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.
|
/s/
Robert D. Wachob
|
Robert
D. Wachob
|
President
and Chief 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 quarterly
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.
|
/s/
Dennis M. Loughran
|
Dennis
M. Loughran
Vice
President, Finance and Chief Financial
Officer
|
/s/
Robert D. Wachob
|
|
Robert
D. Wachob
|
|
President
and Chief Executive Officer
|
|
November
8, 2007
|
/s/
Dennis M. Loughran
|
|
Dennis
M. Loughran
Vice
President, Finance and Chief Financial Officer
November 8,
2007
|