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(Exact Name of Registrant as Specified in its Charter)
_______________________________
iMassachusetts
i06-0513860
(State
or Other Jurisdiction of
(I. R. S. Employer Identification No.)
Incorporation or Organization)
i2225 W. Chandler Blvd., iChandler,
iArizonai85224-6155
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (i480)
i917-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock,
par value $1.00 per share
iROG
iNew York Stock Exchange
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. iYes☒No ☐
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes☒No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
iLarge accelerated
filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes i☐No ☒
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Refer to “Forward-Looking Statements” in Item 2, Management’s Discussion and Analysis of Results of Operations and Financial Position for additional information.
2
Part I – Financial Information
Item 1. Financial Statements
ROGERS
CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars and shares in thousands, except per share amounts)
Shares
issued for vested restricted stock units, net of shares withheld for taxes
i1
i1
i69
i29
Shares
issued for employee stock purchase plan
i—
i6
i6
i13
Shares
issued to directors
i—
i—
i7
i10
Balance,
end of period
i18,812
i18,729
i18,812
i18,729
Additional
Paid-In Capital
Balance, beginning of period
i161,885
i154,330
i163,583
i147,961
Shares
issued for vested restricted stock units, net of shares withheld for taxes
(i129)
(i69)
(i10,820)
(i2,781)
Shares
issued for employee stock purchase plan
i—
i853
i944
i1,550
Shares
issued to directors
i—
i—
(i7)
(i10)
Equity
compensation expense
i3,520
i4,753
i11,576
i13,147
Balance,
end of period
i165,276
i159,867
i165,276
i159,867
Retained
Earnings
Balance, beginning of period
i1,016,308
i933,565
i981,825
i873,692
Net
income
i14,838
i25,129
i49,321
i85,002
Balance,
end of period
i1,031,146
i958,694
i1,031,146
i958,694
Accumulated
Other Comprehensive Loss
Balance, beginning of period
(i90,433)
(i29,955)
(i45,243)
(i19,575)
Other
comprehensive income (loss)
(i34,948)
(i8,074)
(i80,138)
(i18,454)
Balance,
end of period
(i125,381)
(i38,029)
(i125,381)
(i38,029)
Total
Shareholders’ Equity
$
i1,089,853
$
i1,099,261
$
i1,089,853
$
i1,099,261
The
accompanying notes are an integral part of the condensed consolidated financial statements.
7
ROGERS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – iBasis
of Presentation
As used herein, the terms “Company,”“Rogers,”“we,”“us,”“our” and similar terms mean Rogers Corporation and its consolidated subsidiaries, unless the context indicates otherwise.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, the accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for their fair presentation in accordance with GAAP. All significant intercompany balances
and transactions have been eliminated.
Interim results are not necessarily indicative of results for a full year. For further information regarding our accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. Refer to the discussion below for our restructuring activities significant accounting policy.
Note 2 – iFair
Value Measurements
The accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value:
•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.
As a result of our pension termination and settlement efforts in late 2019 and the first half of 2020, we had a pension surplus investment balance, which was accounted for as an available-for-sale investment as of June 2020. At the end of April, 2022, the entirety of the balance was paid out as a one-time discretionary contribution to all participants of the Rogers Employees Savings Investment Plan. For additional information regarding this balance, refer to “Note 11 – Pension Benefits and Other Postretirement Benefits.”iAvailable-for-sale
investments measured at fair value on a recurring basis, categorized by the level of inputs used in the valuation, were as follows:
(1)
This balance was invested in funds comprised of short-term cash and fixed income securities, and was recorded in the “Other long-term assets” line item in the condensed consolidated statements of financial position as of December 31, 2021. The fair value of this investment approximated its carrying value as of December 31, 2021.
From time to time we enter into various instruments that require fair value measurement, including foreign currency contracts and copper derivative contracts. iDerivative
instruments measured at fair value on a recurring basis, categorized by the level of inputs used in the valuation, were as follows:
(1)
All balances were recorded in the “Other current assets” or “Other accrued liabilities” line items in the condensed consolidated statements of financial position.
For additional information on derivative contracts, refer to “Note 3 – Hedging Transactions and Derivative Financial Instruments.”
Note 3 – iHedging
Transactions and Derivative Financial Instruments
We are exposed to certain risks related to our ongoing business operations. The primary risks being managed through our use of derivative instruments are foreign currency exchange rate risk and commodity pricing risk (primarily related to copper). We do not use derivative instruments for trading or speculative purposes. The valuation of derivative contracts used to manage each of these risks is described below:
•Foreign Currency – The fair value of any foreign currency option derivative is based upon valuation models applied to current market information such as strike price, spot rate, maturity date and volatility, and by reference to market values resulting from an over-the-counter market
or obtaining market data for similar instruments with similar characteristics.
•Commodity –The fair value of copper derivatives is computed using a combination of intrinsic and time value valuation models, which are collectively a function of five primary variables: price of the underlying instrument, time to expiration, strike price, interest rate and volatility. The intrinsic valuation model reflects the difference between the strike price of the underlying copper derivative instrument and the current prevailing copper prices in an over-the-counter market at period end. The time value valuation model incorporates changes in the price of the underlying copper derivative instrument, the time value of money, the underlying copper derivative instrument’s strike price and the remaining time to the underlying copper derivative instrument’s
expiration date from the period end date.
The guidance for the accounting and disclosure of derivatives and hedging transactions requires companies to recognize all of their derivative instruments as either assets or liabilities at fair value in the condensed consolidated statements of financial position. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies for hedge accounting treatment as defined under the applicable accounting guidance. For derivative instruments that are designated and qualify for hedge accounting treatment as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) in the condensed consolidated statements
of comprehensive income (loss). This gain or loss is reclassified into earnings in the same line item of the condensed consolidated statements of operations associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.
Foreign Currency
During the three months ended September 30, 2022, we entered into U.S. dollar, euro, and Korean won forward contracts. We entered into these foreign currency forward contracts to mitigate certain global transactional exposures. These contracts do not qualify for hedge
accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in “Other income (expense), net” in our condensed consolidated statements of operations in the period in which the adjustment occurred.
9
i
As
of September 30, 2022, the notional values of the remaining foreign currency forward contracts were as follows:
Notional Values of Foreign Currency Derivatives
USD/CNH
$
i14,173,529
EUR/USD
€
i4,984,006
KRW/USD
₩
i8,081,640,000
/
Commodity
As
of September 30, 2022, we had i12 outstanding contracts to hedge exposure related to the purchase of copper in our AES operating segment. These contracts are held with financial institutions and are intended to offset rising copper prices and do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts
are recorded in “Other income (expense), net” in our condensed consolidated statements of operations in the period in which the adjustment occurred.
In
the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations.
Amortization expense was $i4.1 million and $i3.1
million for the three months ended September 30, 2022 and 2021, respectively, and $i12.6 million and $i9.4
million for the nine months ended September 30, 2022 and 2021, respectively. The estimated future amortization expense is $i3.9 million for the remainder of 2022 and $i14.9
million, $i13.6 million, $i11.9 million and $i11.3
million for 2023, 2024, 2025 and 2026, respectively.
i
The weighted average amortization period as of September 30, 2022, by definite-lived other intangible asset class, was as follows:
Definite-Lived Other Intangible Asset Class
Weighted
Average Remaining Amortization Period
Customer relationships
i7.8 years
Technology
i3.5
years
Trademarks and trade names
i2.1 years
Covenants not to compete
i1.0
years
Total definite-lived other intangible assets
i6.4 years
/
Note 7 – iEarnings
Per Share
Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding.
i
The following table sets forth the computation of basic and diluted earnings per share:
(Dollars
and shares in thousands, except per share amounts)
Dilutive
shares are calculated using the treasury stock method and primarily include unvested restricted stock units. Anti-dilutive shares are excluded from the calculation of diluted shares and diluted earnings per share. For the three months ended September 30, 2022 and 2021, ino shares and i1,994
shares were excluded, respectively.
12
Note 8 – iCapital Stock and Equity Compensation
Equity Compensation
Performance-Based
Restricted Stock Units
As of September 30, 2022, we had performance-based restricted stock units from 2021 and 2020 outstanding. These awards generally cliff vest at the end of a ithree-year measurement period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement
period, except as noted below in Chief Executive Officer’s 2021 Equity Award Grants. Participants are eligible to be awarded shares ranging from i0% to i200%
of the original award amount, based on certain defined performance measures.
The outstanding awards have one measurement criterion: the ithree-year total shareholder return (TSR) on our capital stock as compared to that of a specified group of peer companies. The TSR measurement criterion of the awards is considered a market condition. As such, the fair value of this measurement criterion was determined on the grant date using a Monte Carlo simulation valuation model. We recognize compensation
expense on all of these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. We account for forfeitures as they occur.
i
The following table sets forth the assumptions used in the Monte Carlo calculation for each material award granted in 2021:
Expected volatility – In determining expected volatility, we have considered a number of factors, including historical
volatility.
Expected term – We use the vesting period of the award to determine the expected term assumption for the Monte Carlo simulation valuation model.
Risk-free interest rate – We use an implied “spot rate” yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate.
Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of i0%
was used in the Monte Carlo simulation valuation model.
i
A summary of activity of the outstanding performance-based restricted stock units for the nine months ended September 30, 2022 is presented below:
We
recognized $i1.1 million and $i2.6 million of compensation expense for performance-based restricted stock units
for the three months ended September 30, 2022 and 2021, respectively. We recognized $i3.3 million and $i5.8
million of compensation expense for performance-based restricted stock units for the nine months ended September 30, 2022 and 2021, respectively.
Time-Based Restricted Stock Units
As of September 30, 2022, we had time-based restricted stock unit awards from 2022, 2021, 2020 and 2019 outstanding. The outstanding awards all ratably vest on the first, second and third anniversaries of the original grant date. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed subsequent to the last grant anniversary date, except as noted below in Chief Executive Officer’s
2021 Equity Award Grants. Each time-based restricted stock unit represents a right to receive ione share of Rogers’ capital stock at the end of the vesting period. The fair value of the award is determined by the market value of the underlying stock price at the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period.
We account for forfeitures as they occur.
13
A summary of activity of the outstanding time-based restricted stock units for the nine months ended September 30, 2022 is presented below:
We
recognized $i2.4 million and $i2.0 million of compensation expense for time-based restricted stock units for the
three months ended September 30, 2022 and 2021, respectively. We recognized $i7.0 million and $i5.8
million of compensation expense for time-based restricted stock units for the nine months ended September 30, 2022 and 2021, respectively.
Chief Executive Officer’s 2021 Equity Award Grants
The terms of the performance-based and time-based restricted stock unit awards granted to our Chief Executive Officer (CEO), Bruce Hoechner, in February 2021 were modified from the standard language provisions from prior year awards to allow for accelerated vesting of the full awards provided certain criteria are met. Accounting Standards Codification (ASC) Topic 718: Compensation—Stock Compensation requires companies that allow for accelerated vesting of employees’ unvested equity upon retirement to recognize the expense from the date of grant to the
date the employee becomes eligible to retire – regardless of whether or not the employee actually retires when he or she is eligible to retire. As a result, the $i4.0 million of expense in 2021 related to the awards granted on February 10, 2021 to our CEO, which provide for immediate vesting upon retirement, were expensed from the date of the grant, February
10, 2021, through his retirement eligibility date, November 9, 2021.
Deferred Stock Units
We grant deferred stock units to non-management directors. These awards are fully vested on the date of grant and the related shares are generally issued on the i13-month anniversary of the grant date unless the individual elects to defer the receipt of those shares. Each deferred stock unit results in the issuance of ione
share of Rogers’ capital stock. The grant of deferred stock units is typically done annually during the second quarter of each year. The fair value of the award is determined by the market value of the underlying stock price at the grant date.
A summary of activity of the outstanding deferred stock units for the nine months ended September 30, 2022 is presented below:
We recognized iino/
compensation expense for deferred stock units for the three months ended September 30, 2022 and 2021, respectively. We recognized $i1.3 million and $i1.2
million of compensation expense for deferred stock units for the nine months ended September 30, 2022 and 2021, respectively.
Note 9 – iDebt
On October 16, 2020, we entered into the Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank,
N.A., as administrative agent, and the lenders party thereto (the Fourth Amended Credit Agreement). The Fourth Amended Credit Agreement amends and restates the Third Amended Credit Agreement, and provides for a revolving credit facility with up to a $i450.0 million borrowing capacity, with sublimits for multicurrency borrowings, letters of credit and swing-line notes, in addition to a $i175.0 million
accordion feature. Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Fourth Amended Credit Agreement). The Fourth Amended Credit Agreement extends the maturity, the date on which all amounts borrowed or outstanding under the Fourth Amended Credit Agreement are due, from February 17, 2022 to March 31, 2024.
All obligations under the Fourth Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fourth Amended Credit Agreement (the Guarantors). The obligations are also secured by a Fourth Amended and Restated
Pledge and Security Agreement, dated as of October 16, 2020, entered into by us and the
14
Guarantors which grants to the administrative agent, for the benefit of the lenders, a security interest, subject to certain exceptions, in substantially all of our and the Guarantors’ non-real estate assets. These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries.
On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced
that immediately after December 31, 2021, publication of most Euro, Swiss Franc, Japanese Yen and Pound Sterling LIBOR settings will permanently cease. On October 15, 2021, Rogers Corporation and JPMorgan Chase Bank, N.A. entered into an amendment (Amendment No. 1) to the Fourth Amended Credit Agreement to adopt a new benchmark interest rate to replace the discontinued LIBOR reference rates.
Borrowings under the Fourth Amended Credit Agreement can be made as alternate base rate loans, euro-currency loans, or RFR loans. Alternate base rate loans bear interest at a base reference rate plus a spread of i62.5
to i100.0 basis points, depending on our leverage ratio. The base reference rate is the greatest of (a) the prime rate in effect on such day, (b) the NYFRB rate in effect on such day plus ½ of 1%, and (c) the adjusted LIBOR for a one month interest period in dollars on such day (or if such day is not a business day, the immediately preceding business day) plus i1%.
Euro-currency loans bear interest based on adjusted LIBOR plus a spread of i162.5 to i200.0 basis points, depending on our leverage ratio. RFR loans bears interest based upon the Sterling Overnight Index Average (SONIA) plus i0.0326%
plus a spread of i162.5 to i200.0 basis points. Based on our leverage ratio as of September 30, 2022, the spread was i175.0
basis points.
In addition to interest payable on the principal amount of indebtedness outstanding, we incur an annual fee of i25 to i35
basis points (based upon our leverage ratio), paid quarterly, of the unused amount of the lenders’ commitments under the Fourth Amended Credit Agreement.
The Fourth Amended Credit Agreement contains customary representations and warranties, covenants, mandatory prepayments and events of default under which our payment obligations may be accelerated. If an event of default occurs, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. The financial covenants include requirements to maintain (1) a total net leverage ratio of no more than i3.25
to 1.00, subject to a one-time election to increase the maximum total net leverage ratio to i3.50 to 1.00 for one fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than i3.00
to 1.00. We are permitted to net up to $i50.0 million of unrestricted domestic cash and cash equivalents against indebtedness in the calculation of the total net leverage ratio.
The Fourth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred
and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed i2.75 to 1.00. If our total net leverage ratio exceeds i2.75 to 1.00, we may nonetheless make up to $i20.0
million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our total net leverage ratio did not exceed i2.75 to 1.00 as of September 30, 2022.
We borrowed $i30.0
million under the Fourth Amended Credit Agreement for the three months ended September 30, 2022, and $i100.0 million for the nine months ended September 30, 2022. There were iino/
borrowings for the three and nine months ended September 30, 2021. We are not required to make any quarterly principal payments under the Fourth Amended Credit Agreement. We made iino/
payments for the three and nine months ended September 30, 2022, and ino payments for the three months ended September 30, 2021. We made $i25.0
million of discretionary principal payments on our revolving credit facility for the nine months ended September 30, 2021.
We had $i290.0 million outstanding borrowings under our revolving credit facility as of September 30, 2022, and $i190.0 million
as of December 31, 2021. We had $i1.1 million and $i1.6
million of outstanding line of credit issuance costs as of September 30, 2022 and December 31, 2021, respectively, which will be amortized over the life of the Fourth Amended Credit Agreement.
Note 10 - iiLeases/
Amortization
expense related to our finance lease right-of-use assets, which is primarily included in the “Cost of sales” line item of the condensed consolidated statements of operations, was immaterial for each of the three- and nine-month periods ended September 30, 2022 and 2021. Interest expense related to our finance lease obligations, which is included in the “Interest expense, net” line item of the condensed consolidated statements of operations, was immaterial for each of the three- and nine-month periods ended September 30, 2022 and 2021. Payments made on the principal portion of our finance lease obligations were immaterial for each of the three- and nine-month periods ended September 30, 2022 and 2021,
excluding the $i5.0 million net cash payment to exercise the Eschenbach, Germany manufacturing facility purchase option.
We have operating leases primarily related to building space and vehicles. Renewal options are included in the lease term to the extent we are reasonably certain to exercise the option. The exercise of lease renewal options is at our sole discretion. We account for lease components separately from non-lease components. The incremental borrowing rate represents our ability to borrow on a collateralized
basis over a similar lease term.
15
iOur expenses and payments for operating leases were as follows:
iOur
assets and liabilities balances related to finance and operating leases reflected in the condensed consolidated statements of financial position were as follows:
The following table includes future minimum lease payments under finance and operating leases together with the present value of the net future minimum lease payments as
of September 30, 2022:
Finance
Operating
(Dollars
in thousands)
Leases Signed
Less: Leases Not Yet Commenced
Leases in Effect
Leases Signed
Less: Leases Not Yet Commenced
Leases in Effect
2022
i92
(i4)
i88
i678
(i19)
i659
2023
i564
(i51)
i513
i2,446
(i441)
i2,005
2024
i381
(i56)
i325
i1,364
(i479)
i885
2025
i381
(i56)
i325
i1,021
(i498)
i523
2026
i379
(i56)
i323
i947
(i429)
i518
Thereafter
i343
(i126)
i217
i5,535
(i2,973)
i2,562
Total
lease payments
i2,140
(i349)
i1,791
i11,991
(i4,839)
i7,152
Less:
Interest
(i204)
i29
(i175)
(i2,333)
i1,309
(i1,024)
Present
Value of Net Future Minimum Lease Payments
i1,936
(i320)
i1,616
i9,658
(i3,530)
i6,128
//
The
following table includes information regarding the lease term and discount rates utilized in the calculation of the present value of net future minimum lease payments:
Finance Leases
Operating Leases
Weighted Average Remaining Lease Term
i4.6
years
i6.1 years
Weighted Average Discount Rate
i3.76%
i4.40%
In
April 2022, we successfully negotiated the termination of a lease signed for the facility in South Korea, which went into effect in October 2021, in exchange for an approximately $i0.4 million settlement fee. The termination of this lease reduced our operating lease right-of-use assets and lease liabilities by approximately $ii9.2/ million
each.
16
Note 11 – iPension Benefits and Other Postretirement Benefits
Pension and Other Postretirement Benefit Plans
As
of September 30, 2022, we had ione qualified noncontributory defined benefit pension plan, the Rogers Corporation Employees’ Pension Plan (the Union Plan), which was frozen and ceased accruing benefits in 2013.
Additionally, we sponsor other postretirement benefit plans, including multiple fully insured or self-funded medical plans and life insurance plans for certain retirees. The measurement date for all plans is December 31st
for each respective plan year.
Pension Termination Surplus Funds
On October 17, 2019, our Chief Executive Officer approved the termination of the Rogers Corporation Defined Benefit Pension Plan (following its merger with the Hourly Employees Pension Plan of Arlon LLC, Microwave Material and Silicone Technologies Divisions, Bear, Delaware (collectively, the Merged Plan)). We provided participants of the Merged Plan an option to elect either a lump sum distribution or an annuity. A group annuity contract was purchased with an insurance company for all participants who did not elect a lump sum distribution. The insurance company became responsible for administering and paying pension benefit payments effective January
1, 2020.
Upon completion of the pension termination and settlement processes for the Merged Plan, we had a $i9.7 million remaining pension surplus investment balance. In July 2020 and December 2021, we transferred $ii9.2/ million
of the pension surplus investment balance to a suspense account held within a trust for the Rogers Employee Savings and Investment Plan (RESIP), a 401(k) plan for domestic employees. In December 2021, we transferred the remaining pension investment balance not initially transferred, to the RESIP trust suspense account. The investment balance not transferred to the trust suspense account will be used to pay any final plan expenses, after which the remainder of these funds will be moved to the RESIP trust suspense account. The funds in the RESIP trust suspense account have been, and will continue to be, used to fund certain employer contributions. There was no remaining balance for the pension surplus investments as of September 30, 2022.
Components of Net Periodic Benefit (Credit) Cost
i
The
components of net periodic benefit (credit) cost were as follows:
Pension
Benefits
Other Postretirement Benefits
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
(Dollars
in thousands)
2022
2021
2022
2021
2022
2021
2022
2021
Service cost
$
i—
$
i—
$
i—
$
i—
$
i10
$
i16
$
i30
$
i46
Interest
cost
i191
i182
i573
i550
i8
i7
i24
i19
Expected
return of plan assets
(i340)
(i389)
(i1,020)
(i1,169)
i—
i—
i—
i—
Amortization
of prior service credit
i—
i—
i—
i—
i—
(i25)
i—
(i73)
Amortization
of net loss
i111
i95
i333
i291
i—
i—
i—
i—
Net
periodic benefit (credit) cost
$
(i38)
$
(i112)
$
(i114)
$
(i328)
$
i18
$
(i2)
$
i54
$
(i8)
/
Employer
Contributions
There were iiiino///
required or voluntary contributions made to the Union Plan or the Merged Plan for each of the three and nine- months ended September 30, 2022 and 2021. Additionally, we are inot required to make additional contributions to the Union Plan for the remainder of 2022.
As there is no funding requirement for the other postretirement benefit
plans, we funded these benefit payments as incurred, which were immaterial for each of the three and nine- months ended September 30, 2022 and 2021, using cash from operations.
Note 12 – iCommitments and Contingencies
We are currently engaged in the following
material environmental and legal proceedings:
Voluntary Corrective Action Program
Our location in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action Program (VCAP). As part of this program, we partnered with the Connecticut Department of Energy and Environmental Protection (CT DEEP) to determine the corrective actions to be taken at the site related to contamination issues. We evaluated this matter and completed internal due diligence work related to the site in the fourth quarter of 2015. Remediation activities on the site are ongoing and are recorded as reductions to the accrual as they are incurred. We incurred $i1.9
million of aggregate remediation costs through September 30, 2022, and the accrual for future remediation efforts is $i0.8 million.
17
Asbestos
Overview
We, like many other industrial companies,
have been named as a defendant in a number of lawsuits filed in courts across the country by persons alleging personal injury from exposure to products containing asbestos. We have never mined, milled, manufactured or marketed asbestos; rather, we made and provided to industrial users a limited number of products that contained encapsulated asbestos, but we stopped manufacturing these products in the late 1980s. Most of the claims filed against us involve numerous defendants, sometimes as many as several hundred.
i
The following table summarizes
the change in number of asbestos claims outstanding for the nine months ended September 30, 2022:
(1) For the nine months ended September 30, 2022, i94
claims were dismissed and i13 claims were settled. Settlements totaled approximately $i1.7 million for the nine months ended September
30, 2022.
/
Impact on Financial Statements
We recognize a liability for asbestos-related contingencies that are probable of occurrence and reasonably estimable. In connection with the recognition of liabilities for asbestos-related matters, we record asbestos-related insurance receivables that are deemed probable.
The liability projection period covers all current and future indemnity and defense costs through 2064, which represents the expected end of our asbestos liability exposure with no further ongoing claims expected beyond that date. This conclusion was based on our history and experience with the claims data, the diminished volatility and consistency of observable
claims data, the period of time that has elapsed since we stopped manufacturing products that contained encapsulated asbestos and an expected downward trend in claims due to the average age of our claimants, which is approaching the average life expectancy.
To date, the indemnity and defense costs of our asbestos-related product liability litigation have been substantially covered by insurance. Although we have exhausted coverage under some of our insurance policies, we believe that we have applicable primary, excess and/or umbrella coverage for claims arising with respect to most of the years during which we manufactured and marketed asbestos-containing products. In addition, we have entered into a cost sharing agreement with most of our primary, excess and umbrella insurance carriers to facilitate the ongoing administration and payment of claims covered by the carriers. The cost sharing agreement may be terminated by any party,
but will continue until a party elects to terminate it. As of the filing date for this report, the agreement has not been terminated, and no carrier had informed us it intended to terminate the agreement. We expect to continue to exhaust individual primary, excess and umbrella coverages over time, and there is no assurance that such exhaustion will not accelerate due to additional claims, damages and settlements or that coverage will be available as expected. We are responsible for uninsured indemnity and defense costs, and we incurred an immaterial amount of expenses for each of the three- and nine-month periods ended September 30, 2022 and 2021, respectively, related to such costs.
The amounts recorded for the asbestos-related liability and the related insurance receivables are based on facts known at the time and a number of
assumptions. However, projecting future events, such as the number of new claims to be filed each year, the average cost of disposing of such claims, the length of time it takes to dispose of such claims, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual liability and insurance recoveries for us to be higher or lower than those projected or recorded.
Changes recorded in the estimated liability and estimated insurance recovery based on projections of asbestos litigation and corresponding insurance coverage, result in the recognition of expense or income.
i
Our
projected asbestos-related liabilities and insurance receivables were as follows:
In
addition to the above issues, the nature and scope of our business brings us in regular contact with the general public and a variety of businesses and government agencies. Such activities inherently subject us to the possibility of litigation, including environmental and product liability matters that are defended and handled in the ordinary course of business. We have established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that such litigation will have a material adverse impact on our results of operations, financial position or cash flows.
Note 13 – iIncome
Taxes
Our effective income tax rate was i16.0% and i26.4% for the three months ended September
30, 2022 and 2021, respectively. The decrease from the third quarter of 2021 was primarily due to the beneficial impact of a decrease in current quarter accruals of reserves for uncertain tax positions. Our effective income tax rate was i20.5% and i25.7%
for the nine months ended September 30, 2022 and 2021, respectively. The decrease from the first nine months of 2021 was primarily due to the beneficial impact of a decrease in current quarter accruals of reserves for uncertain tax positions.
The total amount of unrecognized tax benefits as of September 30, 2022 was $i6.5 million, of which $i5.9
million would affect our effective tax rate if recognized. Additionally, the balance of unrecognized tax benefits as of September 30, 2022 also included $i0.6 million of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.
We recognize interest and penalties related to unrecognized tax benefits through income tax expense. As of September 30,
2022, we had $i0.7 million accrued for the payment of interest.
We are subject to taxation in the U.S. and various state and foreign jurisdictions. Our tax years from 2018 through 2022 are subject to examination by the tax authorities. With few exceptions, we are no longer subject to U.S. federal, state, local and foreign examinations by tax authorities for the years before 2018.
Note
14 – iOperating Segment Information
Our reporting structure is comprised of the following strategic operating segments: AES and EMS. The remaining operations, which represent our non-core businesses, are reported in the Other operating segment.
Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in electric and hybrid electric vehicles (EV/HEV), wireless infrastructure (i.e., power
amplifiers, antennas and small cells), automotive (i.e., advanced driver assistance systems (ADAS), telematics and thermal solutions), aerospace and defense (i.e., antenna systems, communication systems and phased array radar systems), mass transit, clean energy (i.e., variable frequency drives, renewable energy), connected devices (i.e., mobile internet devices and thermal solutions) and wired infrastructure (i.e., computing and IP infrastructure) markets.
Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets. These include polyurethane and silicone materials used in cushioning, gasketing and sealing, and vibration management applications for general industrial, portable electronics, automotive, EV/HEV, mass transit, aerospace and defense, footwear and impact mitigation and printing markets; customized silicones used in flex heater and
semiconductor thermal applications for general industrial, portable electronics, automotive, EV/HEV, mass transit, aerospace and defense and medical markets; polytetrafluoroethylene and ultra-high molecular weight polyethylene materials used in wire and cable protection, electrical insulation, conduction and shielding, hose and belt protection, vibration management, cushioning, gasketing and sealing, and venting applications for general industrial, automotive, EV/HEV and aerospace and defense markets.
Our Other operating segment consists of elastomer components for applications in the general industrial market, as well as elastomer floats for level sensing in fuel tank, motor, and storage tank applications in the general industrial and automotive markets. We sell our elastomer components under our ENDUR® trade name and our floats under our NITROPHYL®
trade name.
19
i
The following table presents a disaggregation of revenue from contracts with customers and other pertinent financial information, for the periods indicated; inter-segment sales have been eliminated from the
net sales data:
(1)Net
sales are allocated to countries based on the location of the customer. The table above lists individual countries with 10% or more of net sales for the periods indicated.
(1)Net
sales are allocated to countries based on the location of the customer. The table above lists individual countries with 10% or more of net sales for the periods indicated.
We have contract assets primarily related to unbilled revenue for revenue recognized related to products that are deemed to have no alternative use whereby we have the right to payment. Revenue is recognized in advance of billing to the customer in these circumstances as billing is typically performed at the time of shipment to the customer. The unbilled revenue is included in contract assets on the condensed consolidated
statements of financial position.
Contract assets by operating segment were as follows:
The components of
“Restructuring and impairment charges” line item in the condensed consolidated statements of operations, which contains restructuring charges and related expenses, as well as impairment charges, were as follows:
Our
AES operating segment incurred $i0.4 million and $i1.1 million of restructuring and impairment
charges for the three and nine months ended September 30, 2022, respectively, while our EMS operating segment incurred an immaterial amount of restructuring and impairment charges for the three and nine months ended September 30, 2022. Our AES operating segment incurred $i1.0 million and $i3.2 million
of restructuring and impairment charges, respectively, for the three and nine months ended September 30, 2021, while our EMS operating segment incurred an immaterial amount of restructuring and impairment charges for the three and nine months ended September 30, 2021.
Restructuring Charges & Related Expenses - Manufacturing Footprint Optimization
During the third quarter of 2020, we commenced manufacturing footprint optimization plans involving certain Europe and Asia manufacturing locations, primarily impacting our AES operating segment, in order to achieve greater cost competitiveness as well as align capacity with end market demand. The majority of the restructuring activities were completed in the first half of 2021. We incurred an immaterial amount of restructuring charges and
related expenses for the three and nine months ended September 30, 2022, including severance and related benefits. iSeverance and related benefits activity related to the manufacturing footprint optimization plan is presented in the table below for the nine months ended September 30, 2022:
(Gain)
loss on sale or disposal of property, plant and equipment
i3
i9
(i15)
(i673)
Total
other operating (income) expense, net
$
(i578)
$
i1,431
$
(i2,852)
$
i3,536
/
In
early February 2021, there was a fire at our UTIS manufacturing facility in Ansan, South Korea, which manufactures eSorba® polyurethane foams used in portable electronics and display applications. The site was safely evacuated and there were no reported injuries; however, there was extensive damage to the manufacturing site and some damage to nearby property. Operations in South Korea will be disrupted into the first half of 2023.
In connection with the UTIS fire, we recognized insurance recoveries of $i1.6 million and $i6.6 million
related to our ongoing insurance claim for property damage and compensation and benefits of hourly employees for the three and nine months ended September 30, 2022, respectively. We incurred $i0.4 million and $i1.3 million
for various professional services for the three and nine months ended September 30, 2022, respectively, in connection with the assessment of the fire and the efforts to rebuild and resume operations. Further, we incurred $i0.6 million and $i1.9 million
for compensation and benefits for UTIS manufacturing employees subsequent to the fire for the three and nine months ended September 30, 2022, respectively.
We recognized fixed asset write-offs and inventory charges of $i0.9 million and $i0.4 million,
respectively, related to property destroyed in the fire for the nine months ended September 30, 2021. Additionally, we recognized a $i4.7 million contingent liability pertaining to damage to nearby property and a $i0.5 million
contingent liability pertaining to our obligations for the fire damage to the building in connection with the underlying lease agreement. We incurred $i0.6 million and $i2.2 million of fees for various professional
services for the three and nine months ended September 30, 2021, respectively, in connection with the assessment of the fire and the efforts to rebuild and resume operations. Further, we incurred $i0.6 million and $i1.5 million
of compensation and benefits for UTIS manufacturing employees, subsequent to the fire, for the three and nine months ended September 30, 2021, respectively. In connection with the UTIS fire, we recognized insurance recoveries of $i5.0 million and $i6.5 million
related to our ongoing insurance claim for property damage and compensation and benefits of hourly employees, less the applicable $ii0.3/
million deductible, for the three and nine months ended September 30, 2021, respectively.
Interest Expense, Net
i
The components of “Interest expense, net” line item in the condensed consolidated statements of operations, were as follows:
On October 8, 2021, we acquired Silicone Engineering Ltd. (Silicone Engineering), a leading European manufacturer of silicone material solutions based in Blackburn, England, for a combined purchase price of $i172.3 million
for the company, net of cash acquired, and its facility. As part of the agreement, there was a $i4.1 million holdback, upon which we could issue claims against until isix
months after the close of the acquisition, at which point in time the holdback amount, less any holdback claims, be paid to the previous owners of Silicone Engineering. In April 2022, we paid $i1.3 million of the holdback in exchange for a i6-month
extension of the holdback period. In October 2022, we paid back the remaining of the holdback, less an immaterial amount for claims. Substantially all of our $i190.0 million in borrowings under our existing credit facility in October 2021 were used to fund the transaction, with the remaining amounts being used for general corporate purposes. Silicone Engineering expands our existing advanced silicones platform in our EMS operating segment and provides us a European Center of Excellence to service customers requiring premium silicone solutions for applications in the EV/HEV, industrial, medical and other
markets.
Pro-Forma Financial Information
i
The following unaudited pro forma financial information presents the combined results of operations of Rogers and Silicone Engineering as if the Silicone Engineering acquisition had occurred on January 1, 2020. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the Silicone Engineering acquisition been completed as of
January 1, 2020 and should not be taken as indicative of our future consolidated results of operations.
On November 1, 2021, we entered into a definitive merger agreement to be acquired by DuPont de Nemours, Inc. (DuPont) in an all-cash transaction at a price of $i277.00 per share of the Company’s capital stock. The merger agreement provided for the acquisition of Rogers Corporation by DuPont through the merger of Cardinalis Merger Sub, Inc., a wholly owned subsidiary of DuPont, with and into Rogers Corporation,
with Rogers Corporation surviving the merger as a wholly owned subsidiary of DuPont. Company shareholders approved the merger agreement at a special shareholder meeting held on January 25, 2022. The merger agreement provided both Rogers Corporation and DuPont with a right to terminate the merger agreement if the merger had not closed on or before November 1, 2022. Consummation of the merger was subject to various customary closing conditions, including regulatory approval by the State Administration for Market Regulation of China (SAMR). As of November 1, 2022, the parties had not received regulatory approval from SAMR. On November 1, 2022, the Company received from DuPont a notice of termination
of the merger agreement. Pursuant to the terms of the merger agreement, the Company received a regulatory termination fee from DuPont in the amount of $i162.5 million, before taxes and transaction-related fees.
25
Item
2. Management’s Discussion and Analysis of Results of Operations and Financial Position
As used herein, the “Company,”“Rogers,”“we,”“us,”“our” and similar terms include Rogers Corporation and its subsidiaries, unless the context indicates otherwise.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such statements are generally accompanied by words such as “anticipate,”“assume,”“believe,”“could,”“estimate,”“expect,”“foresee,”“goal,”“intend,”“may,”“might,”“plan,”“potential,”“predict,”“project,”“should,”“seek,”“target” or similar expressions that convey uncertainty as to future events or outcomes. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results could be material depending upon the circumstances. Where we express an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur or be achieved or accomplished. Among the factors that could cause our results to
differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:
•our terminated merger with DuPont de Nemours, Inc. (DuPont), which may cause us to incur substantial costs that may adversely affect our financial results and operations and the market price of our capital stock, including as a result of litigation;
•the duration and impacts of the novel coronavirus (COVID-19) global pandemic and efforts to contain its transmission and distribute vaccines, including the effect of these factors on our business, suppliers, supply chains, customers, end users and economic conditions generally;
•failure to capitalize on, volatility within, or other adverse changes with respect to the
Company’s growth drivers, including advanced mobility and advanced connectivity, such as delays in adoption or implementation of new technologies;
•failure to successfully execute on the Company’s long-term growth strategy as a standalone company;
•uncertain business, economic and political conditions in the United States (U.S.) and abroad, particularly in China, South Korea, Germany, Belgium, England and Hungary where we maintain significant manufacturing, sales or administrative operations;
•the trade policy dynamics between the U.S. and China reflected in trade agreement negotiations, the imposition of tariffs and other trade restrictions, as well as the potential for U.S.-China
supply chain decoupling;
•fluctuations in foreign currency exchange rates;
•our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems;
•the extent to which end-user products and systems incorporating our products achieve commercial success;
•the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner;
•intense global competition affecting both our existing products and products currently under development;
•business
interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises;
•the impact of sanctions, export controls and other foreign asset or investment restriction;
•failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses;
•our ability to attract and retain management and skilled technical personnel;
•our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights;
•changes
in effective tax rates or tax laws and regulations in the jurisdictions in which we operate;
•failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants;
•the outcome of ongoing and future litigation, including our asbestos-related product liability litigation;
•changes in environmental laws and regulations applicable to our business;and
•disruptions in, or breaches of, our information technology systems.
Our forward-looking statements are expressly qualified by these cautionary statements, which you should
consider carefully, along with the risks discussed in this section and elsewhere in this report, including under the section entitled “Risk Factors” in Part II, Item 1A and in our Annual Report on Form 10-K for the year ended December 31, 2021 (the Annual Report) and our
26
other reports filed with the Securities and Exchange Commission, any of which could cause actual results to differ materially from historical results or anticipated results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
The following discussion and analysis
of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes that appear elsewhere in this Form 10-Q along with our audited consolidated financial statements and the related notes thereto in our Annual Report.
Company Background and Strategy
Rogers Corporation designs, develops, manufactures and sells high-performance and high-reliability engineered materials and components to meet our customers’ demanding challenges. We operate two strategic operating segments: Advanced Electronics Solutions (AES) and Elastomeric Material Solutions (EMS). The remaining operations, which represent our non-core businesses, are reported in our Other operating segment. We have a history of innovation and have established Innovation Centers for our research and development (R&D) activities in Chandler, Arizona,
Burlington, Massachusetts, Eschenbach, Germany and Suzhou, China. We are headquartered in Chandler, Arizona.
Our growth strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) synergistic mergers and acquisitions, and (4) operational excellence. As a market-driven organization, we are focused on growth drivers, including advanced mobility and advanced connectivity. More specifically, in addition to the impact of COVID-19 discussed below, the key medium- to long-term trends currently affecting our business include the increasing use of advanced driver assistance systems (ADAS) and increasing electrification of vehicles, including electric and hybrid electric vehicles (EV/HEV), in the automotive industry and the growth of 5G smartphones in the portable electronics industry. In addition to our focus on advanced mobility and advanced connectivity in the automotive, portable
electronics and telecommunications industries, we sell into a variety of other markets including general industrial, aerospace and defense, mass transit, clean energy and connected devices.
Our sales and marketing approach is based on addressing these trends, while our strategy focuses on factors for success as a manufacturer of engineered materials and components: performance, quality, service, cost, efficiency, innovation and technology. We have expanded our capabilities through organic investment and acquisitions and strive to ensure high quality solutions for our customers. We continue to review and re-align our manufacturing and engineering footprint in an effort to maintain a leading competitive position globally. We have established or expanded our capabilities in various locations in support of our customers’ growth initiatives.
We seek to enhance our operational and financial
performance by investing in research and development, manufacturing and materials efficiencies, and new product initiatives that respond to the needs of our customers. We strive to evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and major industry trends affecting our business.
If we are able to successfully execute on our growth strategy, we see an opportunity to double our annual revenues over the next five years. This robust outlook is supported by our participation in a number of fast-growing markets and by our strong competitive positions in these markets. Advanced mobility markets, which are comprised of EV/HEV and ADAS, are expected to grow at the fastest rate. Third-party analysis projects that the EV/HEV market will grow at compound annual growth rate of more than 25% over the next five years and ADAS at a double-digit
rate over that time period. Within the EV/HEV market, we believe our advanced battery cell pads, ceramic substrates and power interconnects provide multiple content opportunities to capitalize on this growth. In each of these areas we have secured a number of design wins and have a strong pipeline, which provides confidence in our growth outlook. In the ADAS market, we continue to build on our current position with new design wins, including those for next-generation automotive radar systems. Other markets with a strong growth trajectory include aerospace and defense, clean energy and portable electronics. We expect that they will contribute to our growth strategy’s aim of doubling revenues over the next five years.
To support our revenue growth opportunity during the five-year strategic planning period, we have initiated a manufacturing expansion plan, which includes expanding capacity at existing Rogers’ manufacturing facilities,
relocating existing manufacturing capabilities to enhance operational efficiency and adding new manufacturing facilities. This expansion plan will require a significant increase in capital spending together with an associated increase in operating expenses, as compared to historic capital spending and operating expenses over the previous five years.
Terminated Merger with DuPont
On November 1, 2021, we entered into a definitive merger agreement to be acquired by DuPont de Nemours, Inc. (DuPont) in an all-cash transaction at a price of $277.00 per share of the Company’s capital stock. The merger agreement provided for the acquisition of Rogers Corporation by DuPont through the merger of Cardinalis Merger Sub, Inc., a wholly owned subsidiary of DuPont, with
and into Rogers Corporation, with Rogers Corporation surviving the merger as a wholly owned subsidiary of DuPont. Company shareholders approved the merger agreement at a special shareholder meeting held on January 25, 2022. The
27
merger agreement provided both Rogers Corporation and DuPont with a right to terminate the merger agreement if the merger had not closed on or before November 1, 2022. Consummation of the merger was subject to various customary closing conditions, including regulatory approval by the State Administration for Market Regulation of China (SAMR). As of November 1, 2022, the
parties had not received regulatory approval from SAMR. On November 1, 2022, the Company received from DuPont a notice of termination of the merger agreement. Pursuant to the terms of the merger agreement, the Company received a regulatory termination fee from DuPont in the amount of $162.5 million, before taxes and transaction-related fees.
COVID-19 Update
The global COVID-19 pandemic has affected and continues to affect Rogers’ business, operations and demand from customers with the emergence and spread of new variants of the virus, such as Delta and Omicron, although to a lesser extent than in 2020, mainly due to the rollout of vaccinations. In response to the outbreak,
Rogers prioritized the safety and well-being of its employees—including incentivizing vaccinations, implementing social distancing initiatives in its facilities, providing remote working arrangements for certain employees, expanding personal protective equipment usage, enhancing plant hygiene processes and extending employee benefits, while at the same time taking actions to preserve business continuity. Our non-manufacturing employees transitioned seamlessly to remote working arrangements and are effectively collaborating both internally and with our customers. In some cases, based on local conditions, non-manufacturing employees have returned to their worksites. Surges in COVID-19 cases in China resulted in lockdowns as well as various restrictions. These measures have not disrupted our manufacturing efforts, however, they are causing logistics challenges. We expect that the COVID-19 pandemic will have a continuing but uncertain impact on our business and operations
in the short- and medium-term.
Due to the above circumstances and as described generally in this Form 10-Q, our results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year.
Executive Summary
The following key highlights and factors should be considered when reviewing our results of operations, financial position and liquidity:
•In the third quarter of 2022 as compared to the third quarter of 2021, our net sales increased approximately 3.8% to $247.2 million, our gross margin decreased approximately 690 basis points to 31.6% from 38.5%, and operating income decreased approximately 670 basis points to 7.5% from 14.2%. In the first nine months
of 2022 as compared to the first nine months of 2021, our net sales increased approximately 6.4% to $747.5 million, our gross margin decreased approximately 520 basis points to 33.4% from 38.6%, and operating income decreased approximately 690 basis points to 8.3% from 15.2%.
•With respect to other operating (income) expense, net, we recognized income of $0.6 million and expense of $1.4 million in the third quarter of 2022 and 2021, respectively, and income of $2.8 million and expense of $4.2 million in the first nine months of 2022 and 2021, respectively, primarily related to the financial impacts from the fire at our UTIS manufacturing facility in Ansan, South Korea.
•Our net sales and gross margin results were tempered in the first nine months of 2022 due to continued raw material shortages and supply chain disruptions, which we
expect to continue into the fourth quarter of 2022.
•We incurred $3.4 million and $18.3 million of expenses related to the terminated merger with DuPont mainly associated with a discretionary RESIP contribution, retention awards and professional services expenses, in the third quarter of 2022 and first nine months of 2022, respectively.
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Results of Operations
The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales:
Net
sales increased by 3.8% in the third quarter of 2022 compared to the third quarter of 2021. Our AES and EMS operating segments had a net sales decrease of 3.2% and a net sales increase of 13.3%, respectively. The increase in net sales was primarily due to higher net sales in the EV/HEV market in our AES operating segment and higher net sales in the general industrial market in our EMS operating segment. The increase was partially offset by lower net sales in the clean energy, aerospace and defense, wireless infrastructure and ADAS markets in our AES operating segment. Additionally, our EMS operating segment net sales increased by $9.8 million, or 4.1%, reflecting the impact from our acquisition of Silicone Engineering. Net sales were unfavorably impacted by foreign currency impacts of $11.8 million, or 5.0%, due to the depreciation in value of the euro, British pound and Chinese renminbi relative to the U.S. dollar.
Net sales
increased by 6.4% in the first nine months of 2022 compared to the first nine months of 2021. Our AES and EMS operating segments had a net sales decrease of 0.6% and a net sales increase of 16.9%, respectively. The increase in net sales was primarily due to higher net sales in the EV/HEV market in our AES operating segment and higher net sales in the general industrial and EV/HEV markets in our EMS operating segment. The increase was partially offset by lower net sales in the wireless infrastructure, aerospace and defense, ADAS and clean energy markets in our AES operating segment and lower net sales in the portable electronics market in our EMS operating segment. Additionally, our EMS operating segment net sales increased by $32.0 million, or 4.6%, reflecting the impact from our acquisition of Silicone Engineering. Net sales were unfavorably impacted by foreign currency impacts of $22.8 million, or 3.2%, due to the depreciation in value of the euro, British pound and
Chinese renminbi relative to the U.S. dollar.
Gross margin as a percentage of net sales decreased approximately 690 basis points to 31.6% in the third quarter of 2022 compared to 38.5% in the third quarter of 2021. Gross margin in the third quarter of 2022 was unfavorably impacted by higher fixed overhead expenses, unfavorable absorption of fixed overhead expenses, higher freight, duties and tariffs expenses, unfavorable productivity performance and unfavorable product mix in our AES and EMS operating segments, as well as
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unfavorable yield performance and a higher inventory reserves provision in our EMS operating segment and lower volume in our AES operating segment. This was partially offset by the
favorable impacts of commercial actions taken in our AES and EMS operating segments, as well as higher volume in our EMS operating segment.
Gross margin as a percentage of net sales decreased approximately 520 basis points to 33.4% in the first nine months of 2022 compared to 38.6% in the first nine months of 2021. Gross margin in the first nine months of 2022 was unfavorably impacted by higher fixed overhead expenses, unfavorable yield performance and higher freight, duties and tariffs expenses in our AES and EMS operating segments, as well as unfavorable productivity performance and a higher inventory reserves provision in our EMS operating segment and unfavorable product mix, unfavorable absorption of fixed overhead costs and lower volume in our AES operating segment. This was partially offset by the favorable impacts of commercial actions taken in our AES and EMS operating segments, as well as higher volume and favorable
absorption of fixed overhead costs in our EMS operating segments and a lower inventory reserves provision in our AES operating segment.
Supply constraints on raw material and labor availability moderated production levels for our EMS operating segment, creating operational inefficiencies, which negatively impacted our gross margin. Further, the continuation of the global semiconductor chip shortage and its impact on our customers’ ability to continue to manufacture has negatively impacted our net sales, particularly in the ADAS market segment, for our AES operating segment. The recent COVID-19 outbreaks, particularly in Asia, adversely impacted our customers’ ability to continue manufacturing operations, which in turn negatively impacted our net sales for both our AES and EMS operating segments in the first nine months of 2022. Additionally, the impacts of the war in Ukraine, including sanctions and export controls, have impacted
the production efforts of suppliers for certain raw materials, both to us and our customers, which could potentially have an impact on our net sales, as well as our gross margin for our AES and EMS operating segments. The global supply chain disruptions experienced in 2022 to-date and their impacts to our net sales and gross margin are expected to continue further into 2022.
Selling,
general and administrative (SG&A) expenses increased 5.8% in the third quarter of 2022 from the third quarter of 2021, primarily due to a $3.0 million increase in professional services, a $0.9 million increase in other intangible asset amortization expense, a $0.3 million increase in travel and entertainment expenses, a $0.2 million increase in depreciation expense and a $0.1 million increase in advertising expense, partially offset by a $1.3 million decrease in total compensation and benefits, a $0.7 million decrease in software expenses and a $0.2 million decrease in utility costs.
SG&A expenses increased 21.6% in the first nine months of 2022 from the first nine months of 2021, primarily due to a $13.4 million increase in professional services, a $8.5 million increase in total compensation and benefits, a $3.2 million increase in other intangible asset amortization expense, a $2.1 million increase in software expenses,
a $1.6 million increase in travel and entertainment expenses and a $0.6 million increase in advertising expense, partially offset by a $0.4 million decrease in recruiting/relocation/training expenses and a $0.4 million decrease in utility costs.
The increase in total compensation and benefits was primarily due to a $1.8 million impact for retention awards issued in connection with the terminated DuPont merger, on a quarter-to-date basis, and a $6.5 million discretionary RESIP contribution and a $6.2 million impact for retention awards issued in connection with the terminated DuPont merger, on a year-to-date basis. The increase in professional services expense is primarily due to $1.5 million of expenses incurred related to the terminated merger with DuPont and $0.1 million of expenses incurred related to our acquisition of Silicone Engineering, on a quarter-to-date basis, and $5.4 million of expenses incurred related to the
terminated merger with DuPont and $0.7 million of expenses incurred related to our acquisition of Silicone Engineering, on a year-to-date basis.
R&D expenses increased 21.4% in the third quarter of 2022 from the third quarter of 2021 due to increases in laboratory expenses, total compensation and professional services expense.
R&D expenses increased 14.7% in the first nine months of 2022 from the first nine months of 2021 due to increases in total
compensation and benefits, travel and entertainment expenses, laboratory expenses and depreciation expense.
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Restructuring and Impairment Charges and Other Operating (Income) Expense, Net
We incurred restructuring charges and related expenses associated with our manufacturing footprint optimization plans involving certain Europe and Asia manufacturing locations. We recognized restructuring charges and related expenses pertaining to these restructuring projects of $0.4 million in the third quarter of 2022 and $0.9 million
in the first nine months of 2022. For additional information, refer to “Note 15 – Supplemental Financial Information” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
With respect to other operating (income) expense, net, we recognized income of $0.6 million and expense of $1.4 million in the third quarter of 2022 and 2021, respectively, and income of $2.9 million and expense of $3.5 million in the first nine months of 2022 and 2021, respectively, primarily related to the financial impacts from the fire at our UTIS manufacturing facility in Ansan, South Korea. The impact in the third quarter of 2022 and the first nine months of 2022 primarily consisted of insurance recoveries, partially offset by professional service costs, compensation and benefits for certain of our UTIS employees, costs incurred under our manufacturing facility lease agreement and inventory charges. The impact
in the third quarter of 2021 and the first nine months of 2021 primarily consisted of write-offs of fixed assets and inventory destroyed and/or damaged in the fire, professional service costs, costs incurred under our manufacturing facility lease agreement, and compensation and benefits for certain of our UTIS employees, partially offset by the recognition of insurance recoveries. For additional information, refer to “Note 15 – Supplemental Financial Information” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
As of September 30, 2022, we had two unconsolidated joint ventures, each 50% owned: Rogers INOAC Corporation (RIC) and Rogers INOAC Suzhou Corporation (RIS). Equity income in those unconsolidated joint ventures decreased 34.5% in the
third quarter of 2022 from the third quarter of 2021, and decreased 28.0% in the first nine months of 2022 from the first nine months of 2021. On a quarter-to-date basis and a year-to-date basis, the decrease was due to lower net sales and unfavorable productivity performance for RIC and RIS.
In the third quarter of 2021, we recorded a $0.5 million pre-tax settlement charge in connection with further settlement efforts for the termination of the Rogers Corporation Defined Benefit Pension Plan (following its merger with the Hourly Employees Pension Plan of Arlon LLC, Microwave Material and Silicone
Technologies Divisions, Bear, Delaware (collectively, the Merged Plan)).
Other income (expense), net increased to income of $1.0 million in the third quarter of 2022 from expense of $0.5 million in the third quarter of 2021. On a quarter-to-date basis, the increase was due to favorable impacts from our foreign currency derivatives and favorable impacts from our copper derivative contracts.
Other income (expense), net decreased to income of $1.6 million in the first nine months of 2022 from income of $3.7 million in the first nine months of 2021. On a year-to-date basis, the decrease was due to unfavorable impacts from our copper derivative contracts, partially offset by favorable impacts from our foreign currency
derivatives and favorable impacts from our foreign currency transactions.
Interest
expense, net, increased by $2.5 million in the third quarter of 2022 from the third quarter of 2021, and increased by $4.1 million in the first nine months of 2022 from the first nine months of 2021. The increases on quarter-to-date and year-to-date bases was primarily due to a higher weighted-average outstanding balance for our borrowings under our revolving credit facility.
Our effective income tax rate was 16.0% and 26.4% for the three months ended September 30, 2022 and 2021, respectively. The decrease from the third quarter of 2021 was primarily due to the beneficial impact of a decrease in current quarter accruals of reserves
for uncertain tax positions. Our effective income tax rate was 20.5% and 25.7% for the nine months ended September 30, 2022 and 2021, respectively. The decrease from the first nine months of 2021 was primarily due to the decrease in the current quarter accruals of reserves of unrecognized tax benefits.
AES net sales decreased by 3.2% in the third quarter of 2022 compared to the third quarter of 2021. The decrease in net sales over the third quarter of 2021 was primarily driven by lower net sales in the clean energy, wireless infrastructure, aerospace and defense and ADAS markets, partially offset by higher net
sales in the EV/HEV market. Net sales were unfavorably impacted by foreign currency fluctuations of $8.0 million, or 5.9%, due to the depreciation in value of the euro relative to the U.S. dollar.
AES net sales decreased by 0.6% in the first nine months of 2022 compared to the first nine months of 2021. The decrease in net sales over the first nine months of 2021 was primarily driven by lower net sales in the wireless infrastructure, aerospace and defense, ADAS and clean energy markets, partially offset by higher net sales in the EV/HEV market. Net sales were unfavorably impacted by foreign currency fluctuations of $16.3 million, or 4.0%, due to the depreciation in value of the euro relative to the U.S. dollar.
Operating income decreased by 83.8% in the third quarter of 2022 from the third quarter of 2021. The decrease in operating income was primarily due to unfavorable year-over-year
changes in shared service operating expense allocations driven by costs incurred related to the terminated DuPont merger. The decrease in operating income was also due to higher fixed overhead expenses, unfavorable absorption of fixed overhead expenses, higher freight, duties and tariffs expenses, unfavorable productivity performance, unfavorable product mix and lower volume. This was partially offset by the favorable impacts of commercial actions taken. As a percentage of net sales, operating income in the third quarter of 2022 was 1.7%, an approximately 860 basis point decrease as compared to the 10.3% reported in the third quarter of 2021.
Operating income decreased by 73.8% in the first nine months of 2022 from the first nine months of 2021. The decrease in operating income was primarily due to unfavorable year-over-year changes in shared service operating expense allocations driven by costs incurred related to the terminated
DuPont merger. The decrease in operating income was also due to higher fixed overhead expenses, unfavorable yield performance, higher freight, duties and tariffs expenses, unfavorable product mix, unfavorable absorption of fixed overhead costs and lower volume. This was partially offset by the favorable impacts of commercial actions taken and a lower inventory reserves provision. As a percentage of net sales, operating income in the first nine months of 2022 was 3.0%, an approximately 860 basis point decrease as compared to the 11.6% reported in the first nine months of 2021.
The continuation of the global semiconductor chip shortage and its impact on our customers’ ability to continue to manufacture has negatively impacted our net sales, particularly in the ADAS market segment. Further, the recent COVID-19 outbreaks,
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particularly
in Asia, adversely impacted our customers’ ability to continue manufacturing operations, which in turn negatively impacted our net sales in the first nine months of 2022. Additionally, the impacts of the war in Ukraine, including sanctions and export controls, have impacted the production efforts of suppliers for certain raw materials, both to us and our customers, which could potentially have an impact on our net sales, as well as our gross margin. The global supply chain disruptions experienced in 2022 to-date and their impacts to our net sales and gross margin are expected to continue further into 2022.
EMS net sales increased by 13.3% in the third quarter of 2022 compared to the third quarter of 2021. The increase in net sales over the third quarter of 2021 was primarily driven by $9.8 million in net sales, or 10.0%, reflecting the impact from our acquisition of Silicone Engineering, as well as higher net sales
in the general industrial market. Net sales were unfavorably impacted by foreign currency fluctuations of $3.7 million, or 3.7%, due to the depreciation in value of the euro, British pound and Chinese renminbi relative to the U.S. dollar.
EMS net sales increased by 16.9% in the first nine months of 2022 compared to the first nine months of 2021. The increase in net sales over the first nine months of 2021 was primarily driven by $32.0 million in net sales, or 11.5%, reflecting the impact from our acquisition of Silicone Engineering, as well as higher net sales in the general industrial and EV/HEV markets, partially offset by lower net sales in the portable electronics market. Net sales were unfavorably impacted by foreign currency fluctuations of $6.2 million, or 2.2%, due to the depreciation in value of the euro, British pound and Chinese renminbi relative to the U.S. dollar.
Operating
income decreased by 20.9% in the third quarter of 2022 from the third quarter of 2021. The decrease in operating income was primarily due to unfavorable year-over-year changes in shared service operating expense allocations driven by costs incurred related to the terminated DuPont merger. The decrease in operating income was also due to higher fixed overhead expenses, unfavorable yield performance, higher freight, duties and tariffs expenses, unfavorable productivity performance and a higher inventory reserves provision. This was partially offset by the favorable impacts of commercial actions taken and higher volume and favorable absorption of fixed overhead costs, in addition to a $2.0 million favorable change in charges/benefits related to the UTIS fire. As a percentage of net sales, operating income in the third quarter of 2022 was 12.9%, an approximately 560 basis point decrease as compared to the 18.5% reported in the third quarter of 2021.
Operating
income decreased by 18.4% in the first nine months of 2022 from the first nine months of 2021. The decrease in operating income was primarily due to unfavorable year-over-year changes in shared service operating expense allocations driven by costs incurred related to the terminated DuPont merger. The decrease in operating income was also due to higher fixed overhead expenses, unfavorable yield performance, higher freight, duties and tariffs expenses, unfavorable productivity performance and a higher inventory reserves provision. This was partially offset by the favorable impacts of commercial actions taken, higher volume and favorable absorption of fixed overhead costs, in addition to a $7.0 million favorable change in charges/benefits related to the UTIS fire. As a percentage of net sales, operating income in the first nine months of 2022 was 13.5%, an approximately 580 basis point decrease as compared to the 19.3% reported in the first nine months of 2021.
Supply
constraints on raw material and labor availability moderated production levels, creating operational inefficiencies, which negatively impacted our gross margin. Further, the recent COVID-19 outbreaks, particularly in Asia, adversely impacted our customers’ ability to continue manufacturing operations, which in turn negatively impacted our net sales in the first nine months of 2022. Additionally, the impacts of the war in Ukraine, including sanctions and export controls, have impacted the production efforts of suppliers for certain raw materials, both to us and our customers, which could potentially have an impact on our net sales, as well as our gross margin. The global supply chain disruptions experienced in 2022 to-date and their impacts to our net sales and gross margin are expected to continue further into 2022.
Net sales in this segment increased by 6.0% in the third quarter of 2022 from the third quarter of 2021. The increase in net sales over the third quarter of 2021 was primarily driven by higher net sales in the general industrial market.
Net sales in this segment increased
by 1.5% in the first nine months of 2022 from the first nine months of 2021. The increase in net sales over the first nine months of 2021 was primarily driven by higher net sales in the general industrial market.
Operating income increased 8.1% in the third quarter of 2022 compared to the third quarter of 2021. The increase in operating income was primarily driven by favorable productivity performance, favorable yield performance and higher volume, partially offset by unfavorable absorption of fixed overhead costs and unfavorable product mix.
Operating income decreased 5.8% in the first nine months of 2022 compared to the first nine months of 2021. The decrease in operating income was primarily driven by unfavorable product mix and unfavorable absorption of fixed overhead costs, partially offset by favorable productivity performance, favorable yield performance and higher volume.
As
a percentage of net sales, operating income in the third quarter of 2022 was 33.5%, a 60 basis point increase as compared to 32.9% in the third quarter of 2021. As a percentage of net sales, operating income in the first nine months of 2022 was 33.9%, a 260 basis point decrease as compared to the 36.5% reported in the first nine months of 2021.
Liquidity, Capital Resources and Financial Position
We believe that our existing sources of liquidity and cash flows that we expect to generate from our operations, together with our available credit facilities, will be sufficient to fund our operations, currently planned capital expenditures, research and development efforts and our debt service commitments, for at least the next 12 months. We regularly review and evaluate
the adequacy of our cash flows, borrowing facilities and banking relationships in an effort to ensure that we have the appropriate access to cash to fund both our near-term operating needs and our long-term strategic initiatives.
The following table illustrates the location of our cash and cash equivalents by our three major geographic areas:
Approximately $119.1 million of our cash and cash equivalents were held by non-U.S. subsidiaries as of September 30, 2022. We did not make any changes in the nine months ended September 30, 2022 to our position on the permanent reinvestment of our earnings from foreign operations. With the exception of certain of our Chinese subsidiaries,
where a substantial portion of our Asia cash and cash equivalents are held, we continue to assert that historical foreign earnings are indefinitely reinvested.
Changes in key financial position accounts and other significant changes in our statements of financial position from December 31, 2021 to September 30, 2022 were as follows:
•Accounts receivable, net decreased 0.1% to $162.9 million as of September 30, 2022 from $163.1 million as of December 31, 2021. The decrease from year-end
was primarily due to the receipt or settlement of $6.3 million in recognized UTIS fire insurance receivables and a $3.8 million decrease in our income taxes receivable, partially offset by an increase in days sales outstanding, higher net sales at the end of the third quarter of 2022 compared to at the end of 2021.
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•Inventories increased 30.2% to $173.6 million as of September 30, 2022, from $133.4 million as of December 31, 2021, primarily driven by raw material cost increases as well as the ramp up of raw material purchases and production efforts to meet anticipated demand.
•Borrowings
under revolving credit facility were $290.0 million as of September 30, 2022 from $190.0 million as of December 31, 2021. This was as a result of $100.0 million of borrowings under our revolving credit facility during the first nine months of 2022. For additional information regarding this facility and the Fourth Amended Credit Agreement, refer to “Note 9 – Debt” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Net
cash provided by (used in) financing activities
$
89,997
$
(30,844)
As of September 30, 2022, cash and cash equivalents were $236.5 million as compared to $232.3 million as of December 31, 2021, an increase of $4.2 million, or 1.8%. This increase was primarily due to $100.0 million in borrowings under our revolving credit facility, partially offset by $87.0 million in capital expenditures and $10.8 million in tax payments related to net share settlement of equity awards.
Following the end of the third quarter,
on November 1, 2022, the Company received from DuPont a notice of termination of the merger agreement, and pursuant to the terms of the merger agreement, the Company received a regulatory termination fee from DuPont in the amount of $162.5 million.
In 2022, we expect capital spending to be in the range of approximately $120.0 million to $130.0 million. We plan to fund our capital spending in 2022 with cash from operations and cash on-hand, as well as our existing revolving credit facility, if necessary.
Restrictions on Payment of Dividends
The Fourth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders,
provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00. If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our total net leverage ratio did not exceed 2.75 to 1.00 as of September 30, 2022.
Contingencies
During the third quarter of 2022, we did not become aware of any material developments related to environmental matters disclosed in our Annual Report, our
asbestos litigation or other material contingencies previously disclosed or incur any material costs or capital expenditures related to such matters. Refer to “Note 12 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q for further discussion of these contingencies.
Critical Accounting Policies
There were no material changes in our critical accounting policies during the third quarter of 2022.
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Item
3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our exposure to market risk during the third quarter of 2022. For discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report.
Item 4. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of September 30, 2022. The Company’s disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports the Company files or submits under the Exchange Act is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2022.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Company’s internal control over financial reporting during its most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange
Act.
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Part II - Other Information
Item 1. Legal Proceedings
Refer to the discussion of certain environmental, asbestos and other litigation matters in “Note 12 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
The following materials from Rogers Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and September 30, 2021, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2022 and September 30,
2021, (iii) Condensed Consolidated Statements of Financial Position as of September 30, 2022 and December 31, 2021, (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and September 30, 2021, (v) Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2022 and September 30, 2021, (vi) Notes to Condensed Consolidated Financial Statements and (vii) Cover Page.
104
The
cover page from Rogers Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, formatted in iXBRL and contained in Exhibit 101.
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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.
