Total pages included - 14
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to____
Commission file number 1-4347
ROGERS CORPORATION
(Exact name of Registrant as specified in its charter)
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)
Registrant's telephone number, including area code (860) 774-9605
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
The number of shares outstanding of the Registrant's classes of common
stock as of April 30, 2000:
Capital Stock, $1 Par Value - 7,435,379 shares
-1-
<PAGE>
ROGERS CORPORATION AND SUBSIDIARIES
FORM 10-Q
April 2, 2000
INDEX
Page No.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Consolidated Statements of Income --
Three Months Ended April 2, 2000 and
April 4, 1999 3
Consolidated Balance Sheets --
April 2, 2000 and January 2, 2000 4-5
Consolidated Statements of Cash Flows --
Three Months Ended April 2, 2000 and
April 4, 1999 6
Supplementary Notes 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-14
PART II - OTHER INFORMATION
Item 6. Reports on Form 8-K 15
SIGNATURES 15
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROGERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except Per Share Amounts)
Three Months Ended:
------------------------------
April 2, 2000 April 4, 1999
------------- -------------
Net Sales $ 63,640 $ 64,904
Cost of Sales 42,493 46,570
Selling and Administrative Expenses 10,185 8,853
Research and Development Expenses 2,929 2,624
------------- -------------
Total Costs and Expenses 55,607 58,047
------------- -------------
Operating Income 8,033 6,857
Other Income less Other Charges 212 (392)
Interest Income, Net 76 58
------------- -------------
Income Before Income Taxes 8,321 6,523
Income Taxes:
Federal and Foreign 2,330 1,787
State 83 39
------------- -------------
Net Income $ 5,908 $ 4,697
============= =============
Net Income Per Share (Note G):
Basic $ .80 $ .62
============= =============
Diluted $ .75 $ .60
============= =============
Shares Used in Computing (Note G):
Basic 7,351,000 7,613,000
============= =============
Diluted 7,896,000 7,842,000
============= =============
The accompanying notes are an integral part of the consolidated
financial statements.
-3-
<PAGE>
ROGERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
April 2, 2000 January 2, 2000
Current Assets:
Cash and Cash Equivalents $ 7,065 $ 9,955
Accounts Receivable, Net 41,518 33,884
Inventories:
Raw Materials 9,478 10,566
In-Process and Finished 16,323 12,753
------------- -------------
Total Inventories 25,801 23,319
Current Deferred Income Taxes 4,728 4,728
Other Current Assets 905 661
------------- -------------
Total Current Assets 80,017 72,547
------------- -------------
Property, Plant and Equipment, Net of
Accumulated Depreciation of
$77,609 and $75,069 84,978 84,652
Investment in Unconsolidated Joint
Venture 4,652 5,294
Pension Asset 4,223 4,223
Goodwill and Other Intangibles, Net 14,399 14,510
Other Assets 2,060 2,180
------------- -------------
Total Assets $190,329 $183,406
============= =============
The accompanying notes are an integral part of the consolidated
financial statements.
-4-
<PAGE>
ROGERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND SHAREHOLDERS' EQUITY
(Dollars in Thousands)
April 2, 2000 January 2, 2000
Current Liabilities:
Accounts Payable $ 12,444 $ 14,855
Accrued Employee Benefits and
Compensation 8,941 10,782
Accrued Income Taxes Payable 6,650 4,341
Taxes, Other than Federal and Foreign
Income 1,120 518
Other Accrued Liabilities 8,474 6,245
------------- -------------
Total Current Liabilities 37,629 36,741
------------- -------------
Long-Term Debt 9,740 9,740
Noncurrent Deferred Income Taxes 6,216 6,362
Noncurrent Pension Liability 4,214 4,215
Noncurrent Retiree Health Care and Life
Insurance Benefits 5,966 5,966
Other Long-Term Liabilities 3,816 3,965
Shareholders' Equity:
Capital Stock, $1 Par Value:
Authorized Shares 50,000,000; Issued
Shares 7,783,775 and 7,715,226 7,784 7,715
Additional Paid-In Capital 35,560 34,716
Treasury Stock (382,900 shares) (13,436) (13,436)
Accumulated Other Comprehensive Income (51) 589
Retained Earnings 92,891 86,984
------------- -------------
Total Shareholders' Equity 122,748 116,417
------------- -------------
Total Liabilities and
Shareholders' Equity $ 190,329 $ 183,406
============= =============
The accompanying notes are an integral part of the consolidated
financial statements.
-5-
<PAGE>
ROGERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Three Months Ended:
April 2, April 4,
2000 1999
-------- --------
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Net Income $ 5,908 $ 4,697
Adjustments to Reconcile Net Income to Net Cash
Provided by (Used in) Operating Activities:
Depreciation and Amortization 3,225 2,980
Expense (Benefit) for Deferred Income Taxes (36) --
Equity in Undistributed (Income) Loss of
Unconsolidated Joint Ventures, Net (5) 51
(Gain) Loss on Dispositions of Assets 333 --
Noncurrent Pension and Postretirement Benefits 41 75
Other, Net 106 (180)
Changes in Operating Assets and Liabilities
Excluding Effects of Acquisition of Assets:
Accounts Receivable (8,207) (6,248)
Inventories (2,738) 1,514
Other Current Assets (265) (192)
Accounts Payable and Accrued Expenses 1,219 5,147
-------- --------
Net Cash Provided by (Used in)
Operating Activities (419) 7,844
CASH FLOWS PROVIDED BY (USED IN) INVESTING
ACTIVITIES:
Capital Expenditures (4,112) (2,898)
Acquisition of Business -- (4,302)
Proceeds from Sale of Property, Plant and Equipment -- 4
Proceeds from Sale of Marketable Securities -- 256
Investment in Unconsolidated Joint Ventures
and Affiliates 882 737
-------- --------
Net Cash (Used in) Investing
Activities (3,230) (6,203)
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
Proceeds from Short and Long-Term Borrowings 109 164
Acquisition of Treasury Stock -- (635)
Proceeds from Sale of Capital Stock 509 123
-------- --------
Net Cash Provided by (Used in)
Financing Activities 618 (348)
Effect of Exchange Rate Changes on Cash 141 (173)
-------- --------
Net Increase/(Decrease) in Cash
and Cash Equivalents (2,890) 1,120
Cash and Cash Equivalents at Beginning of Year 9,955 9,592
-------- --------
Cash and Cash Equivalents at End of Quarter $ 7,065 $10,712
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
-6-
<PAGE>
ROGERS CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY NOTES
A. The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
For further information, refer to the audited consolidated
financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the fiscal year ended
January 2, 2000.
B. Under the Company's unsecured multi-currency revolving credit
agreement with Fleet National Bank, the Company can borrow up to
$20.0 million, or the equivalent in Belgian Francs and/or
Japanese Yen, and eventually the Euro. Amounts borrowed under
this agreement are to be repaid in full by September 19, 2003.
The Company borrowed 390,207,039 Belgian Francs under this
arrangement to facilitate the Rogers Induflex acquisition in
Belgium in September 1997.
C. Interest paid during the first three months of 2000 and 1999 was
$113,000 and $153,000, respectively.
D. Income taxes paid were $70,000 and $100,000 in the first three
months of 2000 and 1999, respectively.
E. Rogers 1999 sales to Hutchinson Technology, Inc. by quarter (in
millions) were:
$10.6 in the first quarter; $9.6 in the second quarter; $7.5 in
the third quarter and $3.0 in the fourth quarter.
F. The components of comprehensive income, net of related tax, for
the three month periods ended April 2, 2000 and April 4, 1999 are
as follows:
Three Months Ended
(Dollars in Thousands)
April 2, 2000 April 4, 2000
Net income $ 5,908 $ 4,697
Foreign currency translation
adjustments (489) (1,073)
Unrealized gains on securities -- 2
------------- -------------
Comprehensive income $ 5,419 $ 3,626
============= =============
-7-
<PAGE>
SUPPLEMENTARY NOTES, CONTINUED
Accumulated balances related to each componenet of Other
Comprehensive Income (Loss) are as follows:
April 2, 2000 January 2, 2000
Foreign currency translation
adjustments $ 100 $ 589
Change in minimum pension
liability (151) (151)
-------------- -------------
$ (51) $ 438
============== =============
G. The following table sets forth the computation of basic and
diluted earnings per share in conformity with Statement of
Financial Accounting Standards No. 128, "Earnings per Share":
(Dollars in Thousands, Except Per Share
Amounts) April 2, April 4,
2000 1999
Numerator:
Net income $ 5,908 $ 4,697
Denominator:
Denominator for basic earnings
per share - weighted-average
shares 7,351 7,613
Effect of stock options 545 229
-------- --------
Denominator for diluted earnings per
share - adjusted weighted-average
shares and assumed conversions 7,896 7,842
======== ========
Basic earnings per share $ .80 $ .62
======== ========
Diluted earnings per share $ .75 $ .60
======== ========
H. The Company adopted Statement of Financial Accounting Standards
(FAS) No. 131, "Disclosures about Segments of an Enterprise and
Related Information" in 1998 which changes the way the Company
reports information about its operating segments. The quarterly
information required by FAS No. 131 is presented below.
Polymer Electronic
Materials Materials Total
--------- ---------- -----
(Dollars in Millions)
Three Months ended April 2, 2000
Net Sales $35.5 $28.1 $63.6
Operating Income 4.2 3.8 8.0
Three Months ended April 4, 1999
Net Sales $32.5 $32.4 $64.9
Operating Income 4.1 2.8 6.9
Inter-segment sales, which are generally priced with reference to
costs or prevailing market prices, are not material in relation to
consolidated net sales and have been eliminated from the sales data in
the previous tables.
-8-
<PAGE>
SUPPLEMENTARY NOTES, CONTINUED
I. The Company is subject to federal, state, and local laws and
regulations concerning the environment and is currently engaged in
proceedings involving a number of sites under these laws, as a
participant in a group of potentially responsible parties (PRPs).
The Company is currently involved as a PRP in three cases involving
waste disposal sites, all of which are Superfund sites. These
proceedings are at a preliminary stage and it is impossible to
estimate the cost of remediation, the timing and extent of remedial
action which may be required by governmental authorities, and the
amount of liability, if any, of the Company alone or in relation to
that of any other PRPs. The Company also has been seeking to identify
insurance coverage with respect to several of these matters. Where it
has been possible to make a reasonable estimate of the Company's
liability, a provision has been established. Insurance proceeds have
only been taken into account when they have been confirmed by or
received from the insurance company. Actual costs to be incurred in
future periods may vary from these estimates. Based on facts
presently known to it, the Company does not believe that the outcome
of these proceedings will have a material adverse effect on its
financial position.
In addition to the above proceedings, the Company has been actively
working with the Connecticut Department of Environmental Protection
(CT DEP) related to certain polychlorinated biphenyl (PCB)
contamination in the soil beneath a section of cement flooring at its
Woodstock, Connecticut facility. The Company is actively involved in
the removal of the contaminated soil and expects to complete this in
2000. On the basis of estimates prepared by environmental engineers
and consultants, the Company recorded a provision of approximately
$900,000 in 1994, and based on updated estimates provided an
additional $700,000 in 1997, $600,000 in 1998 and $400,000 in 1999 for
costs related to this matter. During 1995, $300,000 was charged
against this provision and $200,000 per year was charged in 1996,
1997, and 1998. In 1999, $400,000 was charged. Management believes,
based on the facts currently available, that the implementation of the
aforementioned remediation will not have a material additional adverse
impact of earnings.
In this same matter the United States Environmental Protection Agency
(EPA) has alleged that the Company improperly disposed of PCBs. An
administrative law judge found the Company liable for this alleged
disposal and assessed a penalty of approximately $300,000. The
Company has reflected this fine in expense in 1998 but disputes the
EPA allegations and has appealed the administrative law judge's
findings and penalty assessment.
The Company has not had any material recurring costs and capital
expenditures relating to environmental matters, except as specifically
described in the preceding statements.
-9-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Net Sales of $63.6 million were down 2% from the record results of the
first quarter of 1999. Combined Sales, which include one-half of the
sales from the Company's three 50% owned joint ventures, grew 7% to
$77 million for the quarter. The Company's favorable first quarter
results are primarily attributable to strong sales to the computer and
wireless communication markets. In the first quarter of 1999, Rogers
sales included $10.6 million of sales of a specialty flexible circuit
board laminate to Hutchinson Technology, Inc. (HTI). In 2000, this
product, which is manufactured by Mitsui Chemicals, Inc. under a
Rogers technology license, is being sold by our new joint venture
with Mitsui Chemicals called Polyimide Laminate Systems (PLS). Since
PLS is making these sales directly, Rogers share of such sales are
reported in Combined Sales rather than in net sales. This change
caused first quarter 2000 net sales to be lower than first quarter
1999 net sales. Excluding sales to HTI in both periods, there would
have been a 17% increase in Rogers net sales. Despite this change,
commissions and profitability levels for Rogers on these sales to HTI
are expected to remain essentially the same. The joint venture's
sales to HTI in the first quarter of 2000 were substantially lower
than the sales made by Rogers to HTI in the first quarter of 1999.
This was anticipated as HTI has been reducing its inventory of such
materials.
Sales of Polymer Materials for the first three months increased 9%
from the comparable 1999 period. Contributing to this increase were
the strong sales of silicone and urethane foam materials, primarily to
meet demand for wireless communications and computer applications.
Also the first quarter of 2000 includes sales of the acquired
engineered molding compounds business of Cytec Fiberite for the full
period. This business was acquired in late January of 1999 and the
first quarter of 1999 included results from the date of acquisition.
Sales of Electronic Materials for the first quarter decreased 13% over
the same period in 1999. The decrease in sales is due to the $10.6
million of sales to HTI which are now being made directly by Rogers
joint venture, PLS. These sales are now reported in Combined Sales
rather than net sales. Excluding sales to HTI in both periods there
would have been a 29% increase in Rogers net sales of Electronic
Materials. Worldwide sales of high frequency circuit materials set a
record in the first three months of 2000 and Rogers has become the
leading supplier of such materials to the computer and wireless
communications markets. Wireless communications infrastructure,
satellite television receivers and wireless communication antennas are
the current primary uses for these materials.
Profits and earnings per share for the first three months of 2000 were
the highest for any quarter in the Company's history. Compared with
the record first quarter last year,
-10-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
earnings rose 26% from $4.7 million to $5.9 million. Diluted earnings
per share for the quarter were $.75, up from $.60 in the first three
months of 1999, an increase of 25%.
Manufacturing profit as a percentage of sales was 33% in the first
quarter of 2000 and 28% in the first quarter of 1999. This increase
continues the improvement started in 1999 and reflects the attention
paid to improving manufacturing yields over the past several years.
New equipment has produced immediate process improvements with
enhanced product flow and efficiency. This increase also reflects the
impact of sales to HTI now being made directly by PLS. For the same
quarter in 1999, Rogers sold directly to HTI. These materials are
produced for the Company by Mitsui Chemicals, Inc. in Japan and carry
a lower margin than material that the Company manufactures.
Selling and administrative expenses for the first three months of 2000
increased in total dollars and increased as a percentage of sales from
14% in the comparable 1999 period to 16% in 2000. The increase
primarily reflects the continued strengthening of Corporate Sales and
Marketing capabilities along with the continuing development of
information systems. It also includes one time licensing and
consulting costs.
Research and Development expenses were slightly higher in the first
three months of 2000 ($2.9 million) compared to the same period in 1999
($2.6 million). Greater R&D emphasis continues to be given to the
development of new product platforms resulting in the creation of
product families. Rogers' program to make Copper-LCP (Liquid Crystal
Polymer) film laminates to be used in flexible circuits where superior
electrical and physical properties are necessary is an example of a
new product platform. Excellent progress continued with this program
which will remain in the early development phase during 2000. Major
development activities in circuit materials included improvements to
the RO3000 (TM), RO2800 (R) and RO4000 (R) high frequency circuit board
materials which are designed for use in high volume, low cost,
commercial wireless communication applications. RO4350B (R) has been
introduced for applications where an improved UL Thermal Index is
required. In constructions of .020 inches or greater, RO4350B has a
thermal index of 125 degrees celsius or higher. Application of Rogers R&D
capability in fillers has improved processing of fluoropolymer based
laminates for our RO3000 line of products. Manufacturing improvements
designed to significantly improve the dimensional stability and bond
of R/flex laminates continued. PORON materials development activities
included completion of the development of a wider range of thin tape
materials for the flexographic printing industry; commercialization is
planned later this year. The first in a series of copper-polyester
film laminates were introduced and found significant use as cell phone
antennas. To better support the adoption of phenolic molding
materials in automotive applications, more sophisticated FEA (finite
element analysis) computer system support was installed. Corporate
R&D emphasis on core capability improvement continued.
-11-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
Greater resources were applied to adhesion, better understanding of
material dielectric properties and improved flame retardance of
several material families. We expect these technical resources to
benefit the development of new products for our circuit materials and
high performance foam product lines.
Net interest income for 2000 increased slightly from 1999 due mainly
to the fact that the Company prepaid a long-term loan in December
1999. This debt carried a 10.6% interest rate.
Under the Company's unsecured multi-currency revolving credit
agreement with Fleet National Bank, it can borrow up to $20.0 million,
or the equivalent in Belgian Francs and/or Japanese Yen and eventually
the Euro. Amounts borrowed under this agreement must be repaid in
full by September 19, 2003. The Company borrowed 390,207,039 Belgian
Francs under this arrangement to facilitate the Rogers Induflex
acquisition in Belgium in September of 1997. The current interest
rate on this loan is 4.32%.
Other income less other charges increased by more than $600,000 when
comparing the 2000 first quarter with the comparable 1999 period.
Higher royalty and joint venture income account for the increase.
Profits of Rogers Inoac Corporation, the Company's joint venture with
Inoac Corporation in Japan, improved significantly due to increasing
sales of urethane foams for hand held electronic devices and general
overall economic strength in Southeast Asia. Durel Corporation, the
Company's joint venture with 3M in electroluminescent lamps, had
record sales, which were 63% higher than the first quarter of 1999.
The profit resulting from these sales was offset by substantial costs
associated with the patent infringement lawsuit brought by Durel to
protect its proprietary technology. A doubling of Durel's capacity is
nearing completion and another significant increase in capacity is
planned for later in the year. These increases in capacity are needed
to satisfy the rapidly growing demand for electroluminescent lamps in
wireless telephones and other hand held electronic devices. Capacity
expansions are also being made to satisfy the anticipated increase in
demand for Durel's products as a result of this joint venture's
February court victory over Osram Sylvania, Inc. In that long pending
lawsuit, Durel was awarded $49 million of damages in a jury decision
in federal court. Durel had sued Osram Sylvania for patent
infringement. Although Osram Sylvania is appealing the jury's
decision, the February victory moves Durel significantly closer to
successful resolution of this dispute. On April 29, 2000, the court
awarded Durel an additional $13 million in interest on the damages of
$49 million award earlier. Also included in other income, starting in
the first quarter of 2000, are the earnings from PLS, the Company's
new joint venture with Mitsui Chemicals.
-12-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
Net cash used in operating activities in the first three months of
2000 totaled $800,000. This compares with $7.8 million provided by
operations for the comparable 1999 period. This difference is
primarily attributable to higher net inventory levels and a change in
the levels of accounts payable and compensation accruals.
In 2000 investments in capital equipment totaled $4.1 million in the
first quarter and are expected to approach $25 million for the year.
In 1999 capital expenditures in the first quarter were $2.9 million
and they finished at $13.6 million for the year. This increase in
2000 is directly related to higher sales of products manufactured by
the Company. To satisfy this growing demand, the Company will double
capacity in Arizona this summer to manufacture RO4000 high frequency
circuit materials and other capacity expansions are also underway. It
is anticipated that capital expenditures in 2000 will be financed with
internally generated funds.
Management believes that in the near term internally generated funds
plus available lines of credit will be sufficient to meet the regular
needs of the business. The Company continually reviews and assesses
its lending relationships.
The year 2000 issue is the result of computer programs using two
digits rather than four to define the applicable year. The Company
completed its review of systems and operations prior to the end of
1999 and, through April 2, 2000, has not experienced any significant
problems related to the year 2000 issue.
The Company is subject to federal, state, and local laws and
regulations concerning the environment and is currently engaged in
proceedings involving a number of sites under these laws, as a
participant in a group of potentially responsible parties (PRPs).
The Company is currently involved as a PRP in three cases involving
waste disposal sites, all of which are Superfund sites. These
proceedings are at a preliminary stage and it is impossible to
estimate the cost of remediation, the timing and extent of remedial
action which may be required by governmental authorities, and the
amount of liability, if any, of the Company alone or in relation to
that of any other PRPs. The Company also has been seeking to identify
insurance coverage with respect to several of these matters. Where it
has been possible to make a reasonable estimate of the Company's
liability, a provision has been established. Insurance proceeds have
only been taken into account when they have been confirmed by or
received from the insurance company. Actual costs to be incurred in
future periods may vary from these estimates. Based on facts
presently known to it, the Company does not believe that the outcome
of these proceedings will have a material adverse effect on its
financial position.
-13-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
In addition to the above proceedings, the Company has been actively
working with the Connecticut Department of Environmental Protection
(CT DEP) related to certain polychlorinated biphenyl (PCB)
contamination in the soil beneath a section of cement flooring at its
Woodstock, Connecticut facility. The Company is actively involved in
the removal of the contaminated soil and expects to complete this in
2000. On the basis of estimates prepared by environmental engineers
and consultants, the Company recorded a provision of approximately
$900,000 in 1994, and based on updated estimates provided an
additional $700,000 in 1997, $600,000 in 1998 and $400,000 in 1999 for
costs related to this matter. During 1995, $300,000 was charged
against this provision and $200,000 per year was charged in 1996,
1997, and 1998. In 1999, $400,000 was charged. Management believes,
based on the facts currently available, that the implementation of the
aforementioned remediation will not have a material additional adverse
impact of earnings.
In this same matter the United States Environmental Protection Agency
(EPA) has alleged that the Company improperly disposed of PCBs. An
administrative law judge found the Company liable for this alleged
disposal and assessed a penalty of approximately $300,000. The
Company has reflected this fine in expense in 1998 but disputes the
EPA allegations and has appealed the administrative law judge's
findings and penalty assessment.
The Company has not had any material recurring costs and capital
expenditures relating to environmental matters, except as specifically
described in the preceding statements.
On March 16, 2000 Rogers announced that it was filing an application
to list on the New York Stock Exchange (NYSE). On April 18, 2000
Rogers stock began trading on the NYSE with the same ticker symbol of
"ROG".
On March 30, 2000 Rogers announced that its Board of Directors had
approved a two-for-one split of its common stock. The record date for
the split is May 12, 2000 and the distribution date is May 26, 2000.
The stock split will be implemented as a 100% stock dividend payable
to stockholders. Following the payment date, Rogers will have
approximately 15 million shares outstanding.
Statements in this report that are not strictly historical may be
deemed to be "forward-looking" statements which should be considered
as subject to the many uncertainties that exist in the Company's
operations and environment. These uncertainties, which include
economic conditions, market demand and pricing, competitive and cost
factors, rapid technological change, new product introductions, and
the like, are incorporated by reference in the Rogers Corporation 1999
Form 10-K filed with the Securities and Exchange Commission. Such
factors could cause actual results to differ materially from those
in the forward-looking statements.
-14-
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits:
(27) Financial Data Schedule
(b)There were no reports on Form 8-K filed for the three
months ended April 2, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ROGERS CORPORATION
(Registrant)
__________________________________
Frank H. Roland
Vice President, Finance and
Chief Financial Officer
Dated: May 15, 2000
-15-
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<INCOME-PRETAX> 8321
<INCOME-TAX> 2413
<INCOME-CONTINUING> 5908
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5908
<EPS-BASIC> .80
<EPS-DILUTED> .75
</TABLE>
