[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)
|
TABLE
OF CONTENTS
|
||||
Part I – Financial
Information
|
||||
Item
1.
|
Condensed
Consolidated Financial Statements (Unaudited):
|
|||
Item
2.
|
||||
Item
3.
|
||||
Item
4.
|
||||
Part II – Other
Information
|
||||
Item
1.
|
||||
Item
1A.
|
||||
Item
4.
|
||||
Item
6.
|
||||
Signatures
|
||||
Exhibits:
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
|||||||||||||
Net
sales
|
$ | 97,665 | $ | 97,891 | $ | 199,998 | $ | 212,962 | ||||||||
Cost
of sales
|
66,278 | 82,246 | 136,218 | 162,240 | ||||||||||||
Gross
margin
|
31,387 | 15,645 | 63,780 | 50,722 | ||||||||||||
Selling
and administrative expenses
|
18,830 | 17,568 | 37,214 | 36,859 | ||||||||||||
Research
and development expenses
|
5,940 | 6,043 | 11,237 | 11,723 | ||||||||||||
Restructuring
and impairment charges
|
- | 3,082 | - | 3,082 | ||||||||||||
Operating
income (loss)
|
6,617 | (11,048 | ) | 15,329 | (942 | ) | ||||||||||
Equity
income in unconsolidated joint ventures
|
1,517 | 1,474 | 2,610 | 2,742 | ||||||||||||
Other
income, net
|
1,049 | 185 | 1,435 | 772 | ||||||||||||
Interest
income, net
|
615 | 460 | 1,470 | 885 | ||||||||||||
Income
(loss) from continuing operations before income taxes
|
9,798 | (8,929 | ) | 20,844 | 3,457 | |||||||||||
Income
tax expense (benefit)
|
2,902 | (4,264 | ) | 6,128 | (1,319 | ) | ||||||||||
Income
(loss) from continuing operations
|
6,896 | (4,665 | ) | 14,716 | 4,776 | |||||||||||
Income
from discontinued operations, net of taxes
|
- | 335 | - | 405 | ||||||||||||
Net
income (loss)
|
$ | 6,896 | $ | (4,330 | ) | $ | 14,716 | $ | 5,181 | |||||||
Basic
net income per share:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 0.44 | $ | (0.28 | ) | $ | 0.93 | $ | 0.29 | |||||||
Income
from discontinued operations, net
|
- | 0.02 | - | 0.02 | ||||||||||||
Net
income (loss)
|
$ | 0.44 | $ | (0.26 | ) | $ | 0.93 | $ | 0.31 | |||||||
Diluted
net income per share:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 0.44 | $ | (0.28 | ) | $ | 0.93 | $ | 0.28 | |||||||
Income
from discontinued operations, net
|
- | 0.02 | - | 0.02 | ||||||||||||
Net
income (loss)
|
$ | 0.44 | $ | (0.26 | ) | $ | 0.93 | $ | 0.30 | |||||||
Shares
used in computing:
|
||||||||||||||||
Basic
|
15,529,891 | 16,562,239 | 15,831,709 | 16,698,335 | ||||||||||||
Diluted
|
15,592,453 | 16,562,239 | 15,872,119 | 16,945,409 | ||||||||||||
June
29,
2008
|
December
30,
2007
|
|||||||
Assets
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$ | 41,234 | $ | 36,328 | ||||
Short-term
investments
|
2,262 | 53,300 | ||||||
Accounts
receivable, less allowance for doubtful accounts
of
$1,518 and $1,433
|
62,951 | 76,965 | ||||||
Accounts
receivable from joint ventures
|
2,177 | 3,368 | ||||||
Accounts
receivable, other
|
1,330 | 2,319 | ||||||
Inventories
|
48,264 | 51,243 | ||||||
Prepaid
income taxes
|
3,607 | 5,160 | ||||||
Deferred
income taxes
|
8,709 | 10,180 | ||||||
Asbestos-related
insurance receivables
|
4,303 | 4,303 | ||||||
Other
current assets
|
4,697 | 3,888 | ||||||
Total
current assets
|
179,534 | 247,054 | ||||||
Property,
plant and equipment, net of accumulated depreciation
of
$171,720 and $160,396
|
149,371 | 147,203 | ||||||
Investments
in unconsolidated joint ventures
|
32,017 | 30,556 | ||||||
Deferred
income taxes
|
15,811 | 9,984 | ||||||
Pension
asset
|
2,173 | 2,173 | ||||||
Goodwill
and other intangibles
|
10,131 | 10,131 | ||||||
Asbestos-related
insurance receivables
|
19,149 | 19,149 | ||||||
Long-term
marketable securities
|
50,434 | - | ||||||
Other
long-term assets
|
4,787 | 4,698 | ||||||
Total
assets
|
$ | 463,407 | $ | 470,948 | ||||
Liabilities
and Shareholders’ Equity
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$ | 16,982 | $ | 22,127 | ||||
Accrued
employee benefits and compensation
|
19,082 | 14,991 | ||||||
Accrued
income taxes payable
|
6,712 | 6,326 | ||||||
Asbestos-related
liabilities
|
4,303 | 4,303 | ||||||
Other
current liabilities
|
14,423 | 20,539 | ||||||
Total
current liabilities
|
61,502 | 68,286 | ||||||
Pension
liability
|
8,009 | 8,009 | ||||||
Retiree
health care and life insurance benefits
|
6,288 | 6,288 | ||||||
Asbestos-related
liabilities
|
19,341 | 19,341 | ||||||
Other
long-term liabilities
|
8,902 | 5,043 | ||||||
Shareholders’
Equity
|
||||||||
Capital
Stock - $1 par value; 50,000,000 authorized shares; 15,574,035
and
16,414,918
shares issued and outstanding
|
15,574 | 16,415 | ||||||
Additional
paid-in capital
|
13,395 | 37,636 | ||||||
Retained
earnings
|
311,544 | 296,828 | ||||||
Accumulated
other comprehensive income
|
18,852 | 13,102 | ||||||
Total
shareholders' equity
|
359,365 | 363,981 | ||||||
Total
liabilities and shareholders' equity
|
$ | 463,407 | $ | 470,948 |
Six
Months Ended
|
||||||||
June
29,
2008
|
July
1,
2007
|
|||||||
Operating
Activities:
|
||||||||
Net
income
|
$ | 14,716 | $ | 5,181 | ||||
Loss
(income) from discontinued operations
|
- | (405 | ) | |||||
Adjustments
to reconcile net income to cash provided by
operating
activities:
|
||||||||
Depreciation
and amortization
|
9,782 | 11,881 | ||||||
Stock-based
compensation expense
|
3,514 | 3,391 | ||||||
Excess
tax benefit related to stock award plans
|
(121 | ) | (492 | ) | ||||
Deferred
income taxes
|
(3,708 | ) | (2,135 | ) | ||||
Equity
in undistributed income of unconsolidated joint ventures,
net
|
(2,610 | ) | (2,742 | ) | ||||
Dividends
received from unconsolidated joint ventures
|
2,842 | 3,251 | ||||||
Impairment
charges
|
- | 525 | ||||||
Other
non-cash activity
|
(76 | ) | - | |||||
Changes
in operating assets and liabilities excluding effects of
acquisition
and disposition of businesses:
|
||||||||
Accounts
receivable
|
16,236 | 22,533 | ||||||
Accounts
receivable, joint ventures
|
1,191 | 2,229 | ||||||
Inventories
|
3,965 | 2,125 | ||||||
Other
current assets
|
614 | (2,369 | ) | |||||
Accounts
payable and other accrued expenses
|
(7,827 | ) | (23,829 | ) | ||||
Other,
net
|
3,332 | (794 | ) | |||||
Net
cash provided by operating activities of continuing
operations
|
41,850 | 18,350 | ||||||
Net
cash provided by operating activities of discontinued
operations
|
- | 1,282 | ||||||
Net
cash provided by operating activities
|
41,850 | 19,632 | ||||||
Investing
Activities:
|
||||||||
Capital
expenditures
|
(9,095 | ) | (16,417 | ) | ||||
Purchases
of short-term investments
|
(132,690 | ) | (578,253 | ) | ||||
Proceeds
from short-term investments
|
131,590 | 608,595 | ||||||
Net
cash provided by (used in) investing activities of continuing
operations
|
(10,195 | ) | 13,925 | |||||
Net
cash provided by (used in) investing activities of discontinued
operations
|
- | (312 | ) | |||||
Net
cash provided by (used in) investing activities
|
(10,195 | ) | 13,613 | |||||
Financing
Activities:
|
||||||||
Purchase
of stock from shareholders
|
(30,000 | ) | (23,937 | ) | ||||
Proceeds
from sale of capital stock, net
|
599 | 2,333 | ||||||
Excess
tax benefit related to stock award plans
|
121 | 492 | ||||||
Proceeds
from issuance of shares to employee stock purchase plan
|
561 | 381 | ||||||
Net
cash used in financing activities
|
(28,719 | ) | (20,731 | ) | ||||
Effect
of exchange rate fluctuations on cash
|
1,970 | 74 | ||||||
Net
increase in cash and cash equivalents
|
4,906 | 12,588 | ||||||
Cash
and cash equivalents at beginning of year
|
36,328 | 13,638 | ||||||
Cash
and cash equivalents at end of quarter
|
$ | 41,234 | $ | 26,226 | ||||
Supplemental
disclosure of noncash investing activities:
|
||||||||
Contribution
of shares to fund employee stock purchase plan
|
$ | 482 | $ | 492 |
|
·
|
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.
|
(Dollars
in thousands)
|
Auction
Rate Securities
|
|||
Balance
at December 30, 2007
|
$ | - | ||
Transfers
to Level 3
|
54,400 | |||
Reported
in other comprehensive income
|
(1,704 | ) | ||
Balance
at June 29, 2008
|
$ | 52,696 | ||
(Dollars
in thousands)
|
June
29,
2008
|
December
30, 2007
|
||
Raw
materials
|
$ 11,498
|
$ 11,102
|
||
Work-in-process
|
7,117
|
6,172
|
||
Finished
goods
|
29,649
|
33,969
|
||
$ 48,264
|
$ 51,243
|
|||
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
(Dollars
in thousands)
|
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
||||||||||||
Net
income (loss)
|
$ | 6,896 | $ | (4,330 | ) | $ | 14,716 | $ | 5,181 | |||||||
Foreign
currency translation adjustments
|
(952 | ) | 761 | 6,806 | (803 | ) | ||||||||||
Unrealized
gain (loss) on investments, net of tax of $215
and
$648, for the three and six month periods ended June 29,
2008
|
(350 | ) | - | (1,056 | ) | - | ||||||||||
Comprehensive
income (loss)
|
$ | 5,594 | $ | (3,569 | ) | $ | 20,466 | $ | 4,378 | |||||||
(Dollars
in thousands)
|
June
29, 2
008
|
December
30, 2007
|
||||||
Foreign
currency translation adjustments
|
$ | 24,608 | $ | 17,802 | ||||
Funded
status of pension plans and other postretirement benefits
|
(4,700 | ) | (4,700 | ) | ||||
Unrealized
gain (loss) on investments, net of tax of $648
|
(1,056 | ) | - | |||||
Accumulated
other comprehensive income
|
$ | 18,852 | $ | 13,102 | ||||
(In
thousands, except per share amounts)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June
29, 2008
|
July
1, 2007
|
June
29, 2008
|
July
1, 2007
|
|||||||||||||
Numerator:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 6,896 | $ | (4,665 | ) | $ | 14,716 | $ | 4,776 | |||||||
Income
from discontinued operations, net of taxes
|
- | 335 | - | 405 | ||||||||||||
Net
income (loss)
|
$ | 6,896 | $ | (4,330 | ) | $ | 14,716 | $ | 5,181 | |||||||
Denominator:
|
||||||||||||||||
Denominator
for basic earnings per share -
Weighted-average
shares
|
15,530 | 16,562 | 15,832 | 16,698 | ||||||||||||
Effect
of dilutive stock options
|
62 | - | 40 | 247 | ||||||||||||
Denominator
for diluted earnings per share - Adjusted
|
||||||||||||||||
weighted—average
shares and assumed conversions
|
15,592 | 16,562 | 15,872 | 16,945 | ||||||||||||
Basic
net income per share:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 0.44 | $ | (0.28 | ) | $ | 0.93 | $ | 0.29 | |||||||
Income
from discontinued operations, net
|
- | 0.02 | - | 0.02 | ||||||||||||
Net
income (loss)
|
$ | 0.44 | $ | (0.26 | ) | $ | 0.93 | $ | 0.31 | |||||||
Diluted
net income per share:
|
||||||||||||||||
Income
(loss) from continuing operations
|
$ | 0.44 | $ | (0.28 | ) | $ | 0.93 | $ | 0.28 | |||||||
Income
from discontinued operations, net
|
- | 0.02 | - | 0.02 | ||||||||||||
Net
income (loss)
|
$ | 0.44 | $ | (0.26 | ) | $ | 0.93 | $ | 0.30 |
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
29, 2008
|
July
1, 2007
|
June
29, 2008
|
July
1, 2007
|
|||||||||||||
Options
granted
|
21,422 | 21,736 | 321,772 | 228,886 | ||||||||||||
Weighted
average exercise price
|
$ | 39.10 | $ | 40.16 | $ | 31.89 | $ | 51.42 | ||||||||
Weighted-average
grant date fair value
|
18.55 | 18.98 | 15.00 | 24.46 | ||||||||||||
Assumptions:
|
||||||||||||||||
Expected
volatility
|
39.05 | % | 35.26 | % | 39.82 | % | 36.49 | % | ||||||||
Expected
term (in years)
|
7.00 | 7.00 | 7.00 | 7.00 | ||||||||||||
Risk-free
interest rate
|
3.76 | % | 5.03 | % | 3.28 | % | 4.75 | % | ||||||||
Expected
dividend yield
|
-- | -- | -- | -- |
Options
Outstanding
|
Weighted-Average
Exercise Price Per Share
|
Weighted-Average
Remaining Contractual Life in Years
|
Aggregate
Intrinsic Value
|
|||||||||||||
Options
outstanding at March 30, 2008
|
2,265,713 | $ |
39.29
|
|||||||||||||
Options
granted
|
21,422 |
39.10
|
||||||||||||||
Options
exercised
|
(35,459 | ) |
14.65
|
|||||||||||||
Options
cancelled
|
(7,032 | ) |
44.66
|
|||||||||||||
Options
outstanding at June 29, 2008
|
2,244,644 |
39.66
|
6.4
|
$ | 9,123,772 | |||||||||||
Options
exercisable at June 29, 2008
|
1,659,949 |
39.17
|
5.5
|
7,031,069 | ||||||||||||
Options
vested or expected to vest at June 29, 2008 *
|
2,227,264 |
39.65
|
6.4
|
9,060,991 | ||||||||||||
Options
Outstanding
|
Weighted-Average
Exercise Price Per Share
|
|||||||
Options
outstanding at December 30, 2007
|
1,989,646 | $ |
40.39
|
|||||
Options
granted
|
321,772 |
31.89
|
||||||
Options
exercised
|
(48,158 | ) |
15.08
|
|||||
Options
cancelled
|
(18,616 | ) |
46.36
|
|||||
Options
outstanding at June 29, 2008
|
2,244,644 |
39.66
|
Restricted
Shares Outstanding
|
||||
Non-vested
shares outstanding at December 30, 2007
|
44,800 | |||
Awards
granted
|
34,150 | |||
Non-vested
shares outstanding at June 29, 2008
|
78,950 |
(Dollars in thousands) |
Pension
Benefits
|
Retirement
Health and Life Insurance Benefits
|
||||||||||||||||||||||||||||||
Three
Months
Ended
|
Six
Months
Ended
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||||||||||||||||
Change
in benefit obligation:
|
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
||||||||||||||||||||||||
Service
cost
|
$ | 1,030 | $ | 1,153 | $ | 2,316 | $ | 2,307 | $ | 142 | $ | 207 | $ | 284 | $ | 414 | ||||||||||||||||
Interest
cost
|
1,981 | 1,794 | 3,970 | 3,588 | 105 | 149 | 210 | 297 | ||||||||||||||||||||||||
Expected
return on plan assets
|
(2,594 | ) | (2,490 | ) | (5,202 | ) | (4,980 | ) | -- | -- | -- | -- | ||||||||||||||||||||
Amortization
of prior service cost
|
128 | 121 | 257 | 241 | (174 | ) | -- | (348 | ) | -- | ||||||||||||||||||||||
Amortization
of net loss
|
84 | 79 | 120 | 158 | 42 | 25 | 84 | 50 | ||||||||||||||||||||||||
Net
periodic benefit cost
|
$ | 629 | $ | 657 | $ | 1,461 | $ | 1,314 | $ | 115 | $ | 381 | $ | 230 | $ | 761 |
(Dollars
in thousands)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June
29,
2008
(1)
|
July
1,
2007
(1)
|
June
29,
2008
(1)
|
July
1,
2007
(1)
|
|||||||||||||
High
Performance Foams
|
||||||||||||||||
Net
sales
|
$ | 29,775 | $ | 25,016 | $ | 59,076 | $ | 51,017 | ||||||||
Operating
income
|
5,505 | 3,230 | 10,310 | 7,198 | ||||||||||||
Printed
Circuit Materials
|
||||||||||||||||
Net
sales
|
$ | 29,512 | $ | 33,458 | $ | 62,480 | $ | 72,483 | ||||||||
Operating
income (loss)
|
1,537 | (3,459 | ) | 4,604 | (218 | ) | ||||||||||
Custom
Electrical Components
|
||||||||||||||||
Net
sales
|
$ | 24,620 | $ | 28,535 | $ | 52,630 | $ | 67,799 | ||||||||
Operating
income (loss)
|
871 | (10,407 | ) | 2,786 | (7,271 | ) | ||||||||||
Other
Polymer Products (2)
|
||||||||||||||||
Net
sales
|
$ | 13,758 | $ | 10,882 | $ | 25,812 | $ | 21,663 | ||||||||
Operating
income (loss)
|
(1,296 | ) | (412 | ) | (2,371 | ) | (651 | ) | ||||||||
(1)
|
These
amounts represent the results of continuing operations. The
2007 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 13 “Discontinued
Operations” for further
information.
|
(2)
|
In
the first quarter of 2008, we created a new operating segment called
NuFlex. This entity reports certain distribution activities for
our flexible circuit material products we historically produced, but now
have been outsourced to our joint venture, RCCT, as well as certain
residual manufacturing related to our wholly-owned flexible circuit
material business. This operating segment did not meet the aggregation
criteria in SFAS 131 and is therefore being included in our Other Polymer
Products reportable segment.
|
|
Inter-segment
sales have been eliminated from the sales data in the previous
table.
|
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
|
Six
Months Ended
|
||||||||||||||
June
29, 2008
|
July
1, 2007
|
June
29, 2008
|
July
1, 2007
|
|||||||||||||
Net
sales
|
$ | 29,201 | $ | 26,192 | $ | 55,434 | $ | 48,296 | ||||||||
Gross
profit
|
6,200 | 7,788 | 12,043 | 11,851 | ||||||||||||
Net
income
|
3,033 | 2,948 | 5,219 | 5,484 |
·
|
Claims
|
·
|
Defenses
|
·
|
Dismissals
and Settlements
|
·
|
Potential
Liability
|
·
|
Insurance
Coverage
|
·
|
Cost
Sharing Agreement
|
·
|
Impact
on Financial Statements
|
(Dollars
in thousands)
|
||||||||
Three
Months Ended
July
1, 2007
|
Six
Months Ended
July
1, 2007
|
|||||||
Inventory
charges (1)
|
||||||||
Printed
Circuit Materials
|
$ | 2,500 | $ | 2,500 | ||||
Custom
Electrical Components
|
4,750 | 4,750 | ||||||
7,250 | 7,250 | |||||||
Property,
plant and equipment charges (1)
|
||||||||
Printed
Circuit Materials
|
210 | 210 | ||||||
Custom
Electrical Components
|
1,570 | 1,570 | ||||||
1,780 | 1,780 | |||||||
Prepaid
license charges (2)
|
||||||||
Custom
Electrical Components
|
832 | 832 | ||||||
832 | 832 | |||||||
Goodwill
impairment (3)
|
||||||||
Other
Polymer Materials
|
525 | 525 | ||||||
525 | 525 | |||||||
Severance
(3)
|
2,557 | 2,557 | ||||||
Total
charges
|
$ | 12,944 | $ | 12,944 |
(1)
|
These
amounts are included in cost of sales 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.
|
(Dollars
in thousands)
|
||||
Balance
at December 30, 2007
|
$ | 1,572 | ||
Provisions
|
31 | |||
Payments
|
(874 | ) | ||
Balance
at June 29, 2008
|
$ | 729 |
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
|||||||||||||
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Manufacturing
margins
|
32.1 | 16.0 | 31.9 | 23.8 | ||||||||||||
Selling
and administrative expenses
|
19.3 | 18.0 | 18.6 | 17.3 | ||||||||||||
Research
and development expenses
|
6.1 | 6.2 | 5.6 | 5.5 | ||||||||||||
Restructuring
and impairment charges
|
- | 3.1 | - | 1.4 | ||||||||||||
Operating
(loss) income
|
6.7 | (11.3 | ) | 7.7 | (0.4 | ) | ||||||||||
Equity
income in unconsolidated joint ventures
|
1.6 | 1.5 | 1.3 | 1.2 | ||||||||||||
Other
income, net
|
1.1 | 0.2 | 0.7 | 0.4 | ||||||||||||
Interest
income, net
|
0.6 | 0.5 | 0.7 | 0.4 | ||||||||||||
Income
(loss) before income taxes
|
10.0 | (9.1 | ) | 10.4 | 1.6 | |||||||||||
Income
tax (benefit) expense
|
(3.0 | ) | (4.3 | ) | (3.0 | ) | (0.6 | ) | ||||||||
Net
(loss) income
|
7.0 | % | (4.8 | )% | 7.4 | % | 2.2 | % |
·
|
Durel
|
·
|
Flexible Circuit
Materials
|
(Dollars
in millions)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
|||||||||||||
Net
sales
|
$ | 29.8 | $ | 25.0 | $ | 59.1 | $ | 51.0 | ||||||||
Operating
income
|
5.5 | 3.2 | 10.3 | 7.2 |
(Dollars
in millions)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
|||||||||||||
Net
sales
|
$ | 29.5 | $ | 33.5 | $ | 62.5 | $ | 72.5 | ||||||||
Operating
(loss) income
|
1.5 | (3.5 | ) | 4.6 | (0.2 | ) |
(Dollars
in millions)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
|
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
||||||||||||
Net
sales
|
$ | 24.6 | $ | 28.5 | $ | 52.6 | $ | 67.8 | ||||||||
Operating
(loss) income
|
0.9 | (10.4 | ) | 2.8 | (7.3 | ) |
(Dollars
in millions)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June
29,
2008
|
July
1,
2007
|
June
29,
2008
|
July
1,
2007
|
|||||||||||||
Net
sales
|
$ | 13.8 | $ | 10.9 | $ | 25.8 | $ | 21.7 | ||||||||
Operating
(loss) income
|
(1.3 | ) | (0.4 | ) | (2.4 | ) | (0.7 | ) |
(Dollars in
thousands
)
|
June
29,
2008
|
December
30,
2007
|
||||||
Key
Balance Sheet Accounts:
|
||||||||
Cash,
cash equivalents and short-term investments
|
$ | 43,496 | $ | 89,628 | ||||
Accounts
receivable
|
62,951 | 76,965 | ||||||
Inventory
|
48,264 | 51,243 | ||||||
Six
Months Ended
|
||||||||
June
29,
2008
|
July
1,
2007
|
|||||||
Key
Cash Flow Measures:
|
||||||||
Cash
provided by operating activities from continuing
operations
|
$ | 41,850 | $ | 18,350 | ||||
Cash
provided by (used in) investing activities from continuing
operations
|
(10,195 | ) | 13,925 | |||||
Cash
(used in) provided by financing activities
|
(28,719 | ) | (20,731 | ) |
|
o
|
Accounts
receivable decreased by $14.0 million from $77.0 million at December 30,
2007 to $63.0 million at June 29, 2008, primarily due to lower sales
volumes in the first six months of 2008 as compared to the last six months
of 2007, as well as strong cash
collections.
|
|
o
|
Inventory
decreased by $3.0 million, or 5.8%, from December 30, 2007 to June 29,
2008, primarily due to our continued focus on reducing inventory levels to
improve cash flows and strengthen our working capital
position.
|
|
o
|
Accounts
payable decreased by $5.1 million from $22.1 million at December 30, 2007
to $17.0 million at June 29, 2008, primarily due to lower inventory
purchases during the first half of 2008, which is consistent with our
lower sales volumes, as well as the timing of
payments.
|
|
o
|
Shareholders
equity decreased by $4.6 million from $364.0 million at December 30, 2007
to $359.4 million at June 29, 2008 primarily as a result of the common
stock repurchase of $30.0 million, partially offset by current period
earnings.
|
(a)
|
Our
Annual Meeting of Shareholders was held on May 9, 2008, during the second
fiscal quarter of 2008.
|
(b)
|
All
of the matters voted upon were approved and the specific votes are as
follows:
|
|
1.
|
To
elect the members of the Board of
Directors:
|
Number of
Shares
|
||||||||
Name
|
For
|
Withheld
|
||||||
Walter
E. Boomer
|
5,525,016 | 9,170,582 | ||||||
Charles
M. Brennan, III
|
10,873,612 | 3,821,986 | ||||||
Gregory
B. Howey
|
10,874,835 | 3,820,763 | ||||||
J.
Carl Hsu
|
14,130,386 | 565,212 | ||||||
Carol
R. Jensen
|
10,980,740 | 3,714,858 | ||||||
Eileen
S. Kraus
|
10,871,459 | 3,824,139 | ||||||
William
E. Mitchell
|
10,956,839 | 3,738,759 | ||||||
Robert
G. Paul
|
10,874,480 | 3,821,118 | ||||||
Robert
D. Wachob
|
10,969,040 | 3,726,558 |
|
2.
|
To
approve the third amendment to the Rogers Corporation 2005 Equity
Compensation Plan:
|
Number of Shares
For
|
Against
|
Abstentions
|
12,516,474
|
517,344
|
11,937
|
|
3.
|
To
ratify the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the fiscal year ending
December 28, 2008:
|
Number of Shares
For
|
Against
|
Abstentions
|
14,490,782
|
203,064
|
1,751
|
/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
|
|||
National
Economic Research Associates, Inc.
|
|||
|
By:
|
/s/ Mary
Elizabeth Stern
|
|
Name:
Mary Elizabeth Stern
|
|||
Title:
Vice President
|
|||
New York, New York | |||
August 4, 2008 |
MARSH
USA, INC.
|
|||
|
By:
|
/s/ Allison
Holt
|
|
Name:
Allison Holt
|
|||
Title: Senior
Vice President
|
|||
Hartford,
Connecticut
|
|||
August 5, 2008 |
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 officers 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 officers 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 officers 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 officers 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
August
7, 2008
|
/s/
Dennis M. Loughran
|
|
Dennis
M. Loughran
Vice
President, Finance and Chief Financial Officer
August
7, 2008
|