Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 22, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ROGERS CORP | |
Trading Symbol | ROG | |
Entity Central Index Key | 84748 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 18,624,682 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Net sales | $165,051 | $146,640 |
Cost of sales | 102,696 | 92,721 |
Gross margin | 62,355 | 53,919 |
Selling and administrative expenses | 36,147 | 27,599 |
Research and development expenses | 6,108 | 4,863 |
Operating income | 20,100 | 21,457 |
Equity income in unconsolidated joint ventures | 919 | 977 |
Other income (expense), net | -129 | -1,191 |
Interest income (expense), net | -1,006 | -748 |
Income before income tax expense | 19,884 | 20,495 |
Income tax expense | 6,257 | 5,915 |
Net income (loss) | $13,627 | $14,580 |
Basic earnings per share (in dollars per share) | $0.74 | $0.81 |
Diluted earnings per share (in dollars per share) | $0.72 | $0.79 |
Shares used in computing: | ||
Basic net income per share (shares) | 18,475,507 | 17,950,843 |
Diluted net income per share (shares) | 18,949,594 | 18,549,458 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $13,627 | $14,580 |
Foreign currency translation adjustment | -27,980 | -327 |
Derivative instruments designated as cash flow hedges: | ||
Unrealized gain (loss) on derivative instruments held at period end, net of tax | 218 | -180 |
Unrealized gain (loss) reclassified into earnings | 0 | 210 |
Pension and postretirement benefit plans reclassified into earnings, net of tax | ||
Amortization of loss | 268 | 139 |
Other comprehensive income (loss) | -27,494 | -158 |
Comprehensive income (loss) | ($13,867) | $14,422 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $199,858 | $237,375 |
Accounts receivable, less allowance for doubtful accounts of $906 and $476 | 113,540 | 94,876 |
Accounts receivable from joint ventures | 2,028 | 1,760 |
Accounts receivable, other | 2,788 | 1,823 |
Taxes receivable | 703 | 606 |
Inventories | 82,239 | 68,628 |
Prepaid income taxes | 4,726 | 4,586 |
Deferred income taxes | 11,449 | 8,527 |
Asbestos-related insurance receivables | 6,827 | 6,827 |
Other current assets | 11,008 | 7,046 |
Total current assets | 435,166 | 432,054 |
Property, plant and equipment, net of accumulated depreciation of $221,200 and $225,092 | 179,630 | 150,420 |
Investments in unconsolidated joint ventures | 17,057 | 17,214 |
Deferred income taxes | 40,918 | 44,853 |
Pension Asset | 403 | 403 |
Goodwill | 175,009 | 98,227 |
Other intangible assets | 82,171 | 38,340 |
Asbestos-related insurance receivables | 46,186 | 46,186 |
Other long-term assets | 8,522 | 7,420 |
Total assets | 985,062 | 835,117 |
Current liabilities | ||
Accounts payable | 29,954 | 20,020 |
Accrued employee benefits and compensation | 26,127 | 33,983 |
Accrued income taxes payable | 8,402 | 6,103 |
Current portion of lease obligation | 662 | 747 |
Current portion of long term debt | 42,500 | 35,000 |
Asbestos-related liabilities | 6,827 | 6,827 |
Other accrued liabilities | 24,088 | 17,765 |
Total current liabilities | 138,560 | 120,445 |
Long term lease obligation | 5,285 | 6,042 |
Long term debt | 137,500 | 25,000 |
Pension liability | 19,650 | 17,652 |
Retiree health care and life insurance benefits | 8,768 | 8,768 |
Asbestos-related liabilities | 49,718 | 49,718 |
Non-current income tax | 12,078 | 10,544 |
Deferred income taxes | 37,725 | 14,647 |
Other long-term liabilities | 2,707 | 338 |
Shareholders’ Equity | ||
Capital Stock - $1 par value; 50,000,000 authorized shares; 18,605,116 and 18,403,109 shares outstanding | 18,605 | 18,404 |
Additional paid-in capital | 141,999 | 137,225 |
Retained earnings | 505,055 | 491,428 |
Accumulated other comprehensive income (loss) | -92,588 | -65,094 |
Total shareholders' equity | 573,071 | 581,963 |
Total liabilities and shareholders' equity | $985,062 | $835,117 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $906 | $476 |
Property, plant and equipment, accumulated depreciation | $221,200 | $225,092 |
Capital Stock, par value (in dollars per share) | $1 | $1 |
Capital Stock, authorized shares (shares) | 50,000,000 | 50,000,000 |
Capital Stock, shares outstanding (shares) | 18,605,116 | 18,403,109 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Capital Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2014 | $581,963 | $18,404 | $137,225 | $491,428 | ($65,094) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 13,627 | 13,627 | |||
Other comprehensive income (loss) | -27,494 | -27,494 | |||
Stock options exercised | 5,290 | 137 | 5,153 | ||
Shares issued for employees stock purchase plan | 345 | 6 | 339 | ||
Shares issued for restricted stock | -2,258 | 58 | -2,316 | ||
Stock-based compensation expense | 1,598 | 1,598 | |||
Ending Balance at Mar. 31, 2015 | $573,071 | $18,605 | $141,999 | $505,055 | ($92,588) |
CONDENSED_CONSOLIDATED_STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating Activities: | ||
Net income | $13,627 | $14,580 |
Adjustments to reconcile net income to cash from operating activities: | ||
Depreciation and amortization | 7,973 | 6,469 |
Stock-based compensation expense | 1,598 | 1,758 |
Deferred income taxes | 1,276 | 15 |
Equity in undistributed income of unconsolidated joint ventures | -919 | -977 |
Dividends received from unconsolidated joint ventures | 780 | 905 |
Pension and postretirement benefits | -294 | -642 |
Gain from the sale of property, plant and equipment | 0 | -21 |
Changes in operating assets and liabilities, excluding effects of acquisition of businesses: | ||
Accounts receivable, accounts receivable other and taxes receivable | -5,299 | -8,192 |
Accounts receivable, joint ventures | -333 | 412 |
Inventories | -6,664 | 2,626 |
Pension contribution | 0 | -765 |
Other current assets | -3,431 | -377 |
Accounts payable and other accrued expenses | 4,352 | 2,463 |
Other, net | 243 | -470 |
Net cash provided by (used in) operating activities | 12,909 | 17,784 |
Investing Activities: | ||
Acquisition of business, net of cash acquired | -155,778 | 0 |
Capital expenditures | -8,486 | -2,233 |
Proceeds from the sale of property, plant and equipment, net | 0 | 21 |
Net cash provided by (used in) investing activities | -164,264 | -2,212 |
Financing Activities: | ||
Proceeds from long term borrowings | 125,000 | 0 |
Repayment of debt principal and long term lease obligation | -5,065 | -3,826 |
Proceeds from sale of capital stock, net | 5,290 | 10,539 |
Issuance of restricted stock shares | -2,258 | -687 |
Proceeds from issuance of shares to employee stock purchase plan | 345 | 335 |
Net cash provided by (used in) financing activities | 123,312 | 6,361 |
Effect of exchange rate fluctuations on cash | -9,474 | 2,641 |
Net increase (decrease) in cash and cash equivalents | -37,517 | 24,574 |
Cash and cash equivalents at beginning of year | 237,375 | 191,884 |
Cash and cash equivalents at end of quarter | $199,858 | $216,458 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles 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 U.S. generally accepted accounting principles. All significant intercompany 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 Form 10-K for the fiscal year ended December 31, 2014. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Measurements | Fair 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. | ||||||||||||
From time to time we enter into various instruments that require fair value measurement, including foreign currency option contracts, interest rate swaps and copper derivative contracts. Assets and liabilities measured on a recurring basis, categorized by the level of inputs used in the valuation, include: | |||||||||||||
(Dollars in thousands) | Carrying amount as of March 31, 2015 | Level 1 | Level 2 | Level 3 | |||||||||
Foreign currency contracts | 473 | — | 473 | — | |||||||||
Copper derivative contracts | 290 | — | 290 | — | |||||||||
Interest rate swap | (128 | ) | — | (128 | ) | — | |||||||
(Dollars in thousands) | Carrying amount as of December 31, 2014 | Level 1 | Level 2 | Level 3 | |||||||||
Foreign currency contracts | (18 | ) | — | (18 | ) | — | |||||||
Copper derivative contracts | 355 | — | 355 | — | |||||||||
Interest rate swap | (144 | ) | — | (144 | ) | — | |||||||
Derivatives Contracts | |||||||||||||
We are exposed to certain risks related to our ongoing business operations. The primary risks being managed through the use of derivative instruments are foreign currency exchange rate risk, commodity pricing risk (primarily related to copper) and interest rate risk. | |||||||||||||
• | 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. 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 the constant 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. Overall, fair value is a function of five primary variables: price of the underlying instrument, time to expiration, strike price, interest rate, and volatility. | ||||||||||||
• | Interest Rates - The fair value of interest rate swap instruments is derived by comparing the present value of the interest rate forward curve against the present value of the swap rate, relative to the notional amount of the swap. The net value represents the estimated amount we would receive or pay to terminate the agreements. Settlement amounts for an "in the money" swap would be adjusted down to compensate the counterparty for cost of funds, and the adjustment is directly related to the counterparties' credit ratings. | ||||||||||||
We do not use derivative financial instruments for trading or speculative purposes. | |||||||||||||
For further discussion on our derivative contracts, see Note 3 - "Hedging Transactions and Derivative Financial Instruments" below. |
Hedging_Transactions_and_Deriv
Hedging Transactions and Derivative Financial Instruments | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||
Hedging Transactions and Derivative Financial Instruments | Hedging Transactions and Derivative Financial Instruments | ||||||
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 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 special hedge accounting treatment as defined under the applicable accounting guidance. For derivative instruments that are designated and qualify for hedge accounting treatment (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). This gain or loss is reclassified into earnings in the same line item of the statements of income (loss) associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of the future cash flows of the hedged item (i.e., the ineffective portion) if any, is recognized in the statements of income (loss) during the current period. For the three month periods ended March 31, 2015 and 2014, there was no hedge ineffectiveness. | |||||||
We currently have seventeen outstanding contracts to hedge exposure related to the purchase of copper in our Power Electronics Solutions and Printed Circuit Materials operations. These contracts are held with financial institutions and minimize the risk associated with a potential rise in copper prices. These contracts provide some coverage over the 2015 and 2016 monthly copper exposure and do not qualify for hedge accounting treatment; therefore, any mark-to-market adjustments required on these contracts are recorded in the other income (expense), net line item in our condensed consolidated statements of income (loss). | |||||||
During the three months ended March 31, 2015, we entered into Euro, Japanese Yen, Hungarian Forint, U.S. Dollar, and Chinese Yuan currency forward contracts. We entered into these foreign currency forward contracts to mitigate certain global balance sheet exposures. Certain contracts qualify for hedge accounting treatment, while others do not. Mark-to-market adjustments are recorded in the other income (expense), net line item in our condensed consolidated statements of income (loss) for those contracts that do not qualify for hedge accounting treatment. For those contracts that do qualify for hedge accounting treatment mark-to-market adjustments are recorded in other comprehensive income. | |||||||
In 2012, we entered into an interest rate swap derivative instrument to hedge the variable London interbank offered rate ("LIBOR") portion of the interest rate on 65% of the term loan debt then outstanding, effective July 2013. This transaction has been designated as a cash flow hedge and qualifies for hedge accounting treatment. At March 31, 2015, the term loan debt of $55.0 million and the revolving line of credit borrowings of $125.0 million represent our total outstanding debt. At March 31, 2015, the rate charged on this debt is the 1 month LIBOR at 0.1875% plus a spread of 1.75%. | |||||||
Notional Value of Copper Derivatives | Notional Values of Foreign Currency Derivatives | ||||||
April 2015 - June 2015 | 150 | metric tons per month | CNY/EUR | ¥683,664 | |||
July 2015 - September 2015 | 135 | metric tons per month | USD/EUR | $3,000,000 | |||
October 2015 - December 2015 | 123 | metric tons per month | EUR/USD | € 10,062,000 | |||
January 2016 - March 2016 | 100 | metric tons per month | JPY/USD | ¥160,000,000 | |||
April 2016 - June 2016 | 50 | metric tons per month | HUF/EUR | 30,000,000 | |||
July 2016 - September 2016 | 20 | metric tons per month | JPY/EUR | ¥180,000,000 | |||
CNY/USD | ¥141,000,000 | ||||||
(Dollars in thousands) | The Effect of Current Derivative Instruments on the Financial Statements for the quarter ended March 31, 2015 | ||||||
Amount of gain (loss) | |||||||
Location of gain (loss) | Three months ended | ||||||
Foreign Exchange Contracts | |||||||
Contracts designated as hedging instruments | Other comprehensive income (loss) | $ | 197 | ||||
Contracts not designated as hedging instruments | Other income (expense), net | (250 | ) | ||||
Copper Derivative Instruments | |||||||
Contracts not designated as hedging instruments | Other income (expense), net | (290 | ) | ||||
Interest Rate Swap Instrument | |||||||
Contracts designated as hedging instruments | Other comprehensive income (loss) | (128 | ) | ||||
(Dollars in thousands) | The Effect of Current Derivative Instruments on the Financial Statements for the quarter ended March 31, 2014 | ||||||
Amount of gain (loss) | |||||||
Location of gain (loss) | Three months ended | ||||||
Foreign Exchange Contracts | |||||||
Contracts not designated as hedging instruments | Other income (expense), net | $ | (7 | ) | |||
Copper Derivative Instruments | |||||||
Contracts not designated as hedging instruments | Other income (expense), net | (1,027 | ) | ||||
Interest Rate Swap Instrument | |||||||
Contracts designated as hedging instruments | Other comprehensive income (loss) | (269 | ) | ||||
Concentration of Credit Risk | |||||||
By using derivative instruments, we are subject to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair value of the derivative instrument. Generally, when the fair value of a derivative contract is positive, the counterparty owes the Company, thus creating a receivable risk for the Company. We minimize counterparty credit (or repayment) risk by entering into derivative transactions with major financial institutions with investment grade credit ratings. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
Inventories were as follows: | ||||||||
(Dollars in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Raw materials | $ | 30,672 | $ | 26,787 | ||||
Work-in-process | 23,094 | 16,564 | ||||||
Finished goods | 28,473 | 25,277 | ||||||
Total Inventory | $ | 82,239 | $ | 68,628 | ||||
Acquisition
Acquisition | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combinations [Abstract] | ||||
Acquisition | Acquisition | |||
On January 22, 2015, we completed the previously announced acquisition of Arlon and its subsidiaries, other than Arlon India (Pvt) Limited (collectively, “Arlon”), pursuant to the terms of the Stock Purchase Agreement, dated December 18, 2014, by and among the Company, Handy & Harman Group, Ltd. (“H&H Group”) and its subsidiary Bairnco Corporation (“Bairnco”) (as amended, the “Purchase Agreement”). | ||||
Pursuant to the terms of the Purchase Agreement, we acquired Arlon and assumed certain liabilities related to the acquisition for an aggregate purchase price of approximately $157 million. The purchase price is subject to final post-closing adjustments under the terms of the Purchase Agreement. | ||||
We used borrowings of $125.0 million under our bank credit facility in addition to cash on hand, to fund the acquisition. | ||||
Arlon manufactures high performance materials for the printed circuit board industry and silicone rubber-based materials. The acquisition of Arlon and its integration into our operating segments will provide increased scale and complementary product offerings, allowing us to enhance our ability to support our customers. | ||||
The acquisition has been accounted for in accordance with applicable purchase accounting guidance. The following table represents the preliminary fair market values assigned to the acquired assets and liabilities in the transaction. On a preliminary basis, we recorded goodwill, primarily related to the expected synergies from combining operations and the value of the existing workforce. We also recorded intangible assets related to the trademarks, technology and customer relationships. As of the filing date of this Form 10-Q, the process of valuing the net assets of the business is substantially complete, however, goodwill is subject to change, based on the finalization of acquisition accounting. | ||||
(Dollars in thousands) | ||||
22-Jan-15 | ||||
Assets: | ||||
Cash | $ | 142 | ||
Accounts receivable | 17,301 | |||
Other current assets | 856 | |||
Inventory | 10,029 | |||
Deferred income tax assets, current | 1,035 | |||
Property, plant & equipment | 30,807 | |||
Intangible assets | 50,020 | |||
Goodwill | 85,379 | |||
Total assets | 195,569 | |||
Liabilities: | ||||
Accounts payable | 4,958 | |||
Other current liabilities | 4,249 | |||
Deferred tax liability | 23,706 | |||
Other long-term liabilities | 4,555 | |||
Total liabilities | 37,468 | |||
Fair value of net assets acquired | $ | 158,101 | ||
The intangible assets consists of developed technology valued at $15.8 million, customer relationships valued at $32.7 million and trademarks valued at $1.6 million. The fair value of acquired identified intangible assets was determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 under the fair value measurements and disclosure guidance. | ||||
The weighted average amortization period for the intangible asset classes are 5.7 years for developed technology, 6.0 years for customer relationships and 3.2 years for trademarks, resulting in amortization expenses ranging from $1.8 million to $5.3 million annually. The estimated annual future amortization expense is $4.4 million for the remainder of 2015, and $5.8 million for each of the years ending 2016, 2017, 2018 and 2019. | ||||
During the first quarter of 2015, we incurred transaction costs of $1.5 million, which were recorded within selling and administrative expenses on the condensed consolidated statement of income (loss). | ||||
The results of Arlon have been included in our consolidated financial statements only for the period subsequent to the completion of our acquisition on January 22, 2015 through March 31, 2015. Arlon's revenues for this period totaled $20.2 million. | ||||
The following unaudited pro forma financial information presents the combined results of operations of Rogers and Arlon for the three months ended March 31, 2014, as if the acquisition had occurred on January 1, 2014. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations or financial position that would have been reported had the Arlon acquisition been completed as of January 1, 2014 and should not be taken as indicative of our future consolidated results of operations or financial position. | ||||
Three months ended March 31, 2014 | ||||
(Dollars in thousands) | ||||
Net sales | $ | 173,000 | ||
Net income | $ | 17,393 | ||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||
The changes of accumulated other comprehensive income (loss) by component at March 31, 2015 were as follows: | ||||||||||||||||
(Dollars in thousands) | Foreign currency translation adjustments | Funded status of pension plans and other postretirement benefits (1) | Unrealized gain (loss) on derivative instruments (2) | Total | ||||||||||||
Beginning Balance December 31, 2014 | $ | (14,193 | ) | $ | (50,808 | ) | $ | (93 | ) | $ | (65,094 | ) | ||||
Other comprehensive income before reclassifications | (27,980 | ) | — | 124 | (27,856 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 268 | 94 | 362 | ||||||||||||
Net current-period other comprehensive income | (27,980 | ) | 268 | 218 | (27,494 | ) | ||||||||||
Ending Balance March 31, 2015 | $ | (42,173 | ) | $ | (50,540 | ) | $ | 125 | $ | (92,588 | ) | |||||
(1) Net of taxes of $11,807 and $11,952 for the periods ended March 31, 2015 and December 31, 2014, respectively. | ||||||||||||||||
(2) Net of taxes of $50 and $50 for the periods ended March 31, 2015 and December 31, 2014, respectively. | ||||||||||||||||
The changes of accumulated other comprehensive income (loss) by component at March 31, 2014 were as follows: | ||||||||||||||||
(Dollars in thousands) | Foreign currency translation adjustments | Funded status of pension plans and other postretirement benefits (3) | Unrealized gain (loss) on derivative instruments (4) | Total | ||||||||||||
Beginning Balance December 31, 2013 | $ | 22,756 | $ | (33,997 | ) | $ | (209 | ) | $ | (11,450 | ) | |||||
Other comprehensive income before reclassifications | (327 | ) | — | (180 | ) | (507 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | 139 | 210 | 349 | ||||||||||||
Net current-period other comprehensive income | (327 | ) | 139 | 30 | (158 | ) | ||||||||||
Ending Balance March 31, 2014 | $ | 22,429 | $ | (33,858 | ) | $ | (179 | ) | $ | (11,608 | ) | |||||
(3) Net of taxes of $2,825 and $2,900 for the periods ended March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||
(4) Net of taxes of $96 and $110 for the periods ended March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||
The reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2015 were as follows: | ||||||||||||||||
(Dollars in thousands) | Amounts reclassified from accumulated other comprehensive income (loss) for the quarter ended March 31, 2015 | |||||||||||||||
Details about accumulated other comprehensive income components | Three months ended | Affected line item in the statement where net income is presented | ||||||||||||||
Unrealized gains and losses on derivative instruments: | ||||||||||||||||
145 | Realized gain (loss) | |||||||||||||||
(51 | ) | Tax benefit (expense) | ||||||||||||||
94 | Net of tax | |||||||||||||||
Amortization of defined benefit pension and other post-retirement benefit items: | ||||||||||||||||
Actuarial losses | 412 | -5 | ||||||||||||||
412 | Total before tax | |||||||||||||||
(144 | ) | Tax benefit (expense) | ||||||||||||||
$ | 268 | Net of tax | ||||||||||||||
(5) These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See Note 9 - "Pension Benefits and Other Postretirement Benefit Plans" for additional details. | ||||||||||||||||
The reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2014 were as follows: | ||||||||||||||||
(Dollars in thousands) | Amounts reclassified from accumulated other comprehensive income (loss) for the quarter ended March 31, 2014 | |||||||||||||||
Details about accumulated other comprehensive income components | Three months ended | Affected line item in the statement where net income is presented | ||||||||||||||
Unrealized gains and losses on marketable securities | ||||||||||||||||
$ | 323 | Realized gain (loss) | ||||||||||||||
(113 | ) | Tax benefit (expense) | ||||||||||||||
$ | 210 | Net of tax | ||||||||||||||
Amortization of defined benefit pension and other post-retirement benefit items: | ||||||||||||||||
Actuarial losses | 214 | -5 | ||||||||||||||
214 | Total before tax | |||||||||||||||
(75 | ) | Tax benefit (expense) | ||||||||||||||
$ | 139 | Net of tax | ||||||||||||||
(5) These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See Note 9 - "Pension Benefits and Other Postretirement Benefit Plans" for additional details. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share | Earnings Per Share | |||||||
The following table sets forth the computation of basic and diluted earnings per share, for the periods indicated: | ||||||||
(In thousands, except per share amounts) | Quarter Ended | |||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Numerator: | ||||||||
Net income (loss) | $ | 13,627 | $ | 14,580 | ||||
Denominator: | ||||||||
Weighted-average shares outstanding - basic | 18,476 | 17,951 | ||||||
Effect of dilutive shares | 474 | 598 | ||||||
Weighted-average shares outstanding - diluted | 18,950 | 18,549 | ||||||
Basic earnings per share: | $ | 0.74 | $ | 0.81 | ||||
Diluted earnings per share: | 0.72 | 0.79 | ||||||
Certain potential ordinary dilutive shares were excluded from the calculation of diluted weighted-average shares outstanding because they would have an anti-dilutive effect on net income per share (see table below). | ||||||||
Quarter Ended | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Anti-dilutive shares excluded | — | 42,463 | ||||||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Share-based Compensation [Abstract] | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
Equity Compensation Awards | |||||||||||||
Stock Options | |||||||||||||
Stock options have been granted under various equity compensation plans. While we may grant options to employees that become exercisable at different times or within different periods, we have generally granted options to employees that vest and become exercisable in one-third increments on the second, third and fourth anniversaries of the grant dates. The maximum contractual term for all options is normally ten years. | |||||||||||||
We use the Black-Scholes option-pricing model to calculate the grant-date fair value of an option. We have not granted any stock options since the first quarter of 2012. | |||||||||||||
In most cases, we recognize expense using the straight-line method for stock option grants. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. We currently expect, based on an analysis of our historical forfeitures, an annual forfeiture rate of approximately 3% and applied that rate to the grants issued. This assumption is reviewed periodically and the rate is adjusted as necessary based on these reviews. Ultimately, the actual expense recognized over the vesting period will only be for those options that vest. | |||||||||||||
During the three month period ended March 31, 2015 and March 31, 2014 we recognized approximately $0.1 million and $0.1 million of stock option compensation expense, respectively. | |||||||||||||
A summary of the activity under our stock option plans as of March 31, 2015 and changes during the three month period then ended, is presented below: | |||||||||||||
Options Outstanding | Weighted- Average Exercise Price Per Share | Weighted-Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | ||||||||||
Options outstanding at December 31, 2014 | 393,347 | $ | 40.72 | 3.8 | $ | 16,019,130 | |||||||
Options granted | — | — | |||||||||||
Options exercised | (141,097 | ) | 39.93 | ||||||||||
Options forfeited | (850 | ) | 43 | ||||||||||
Options outstanding at March 31, 2015 | 251,400 | 41.06 | 3.7 | 10,344,139 | |||||||||
Options exercisable at March 31, 2015 | 237,412 | 40.42 | 3.3 | 9,920,540 | |||||||||
Options vested or expected to vest at March 31, 2015* | 250,980 | 41.05 | 3.7 | 10,331,431 | |||||||||
* In addition to the vested options, we expect a portion of the unvested options to vest at some point in the future. Options expected to vest are calculated by applying an estimated forfeiture rate to the unvested options. | |||||||||||||
During the three month period ended March 31, 2015, the total intrinsic value of options exercised (i.e., the difference between the market price at time of exercise and the price paid by the individual to exercise the options) was $5.7 million, and the total amount of cash received from the exercise of these options was $5.3 million. | |||||||||||||
Performance-Based Restricted Stock | |||||||||||||
In 2006, we began granting performance-based restricted stock awards. We currently have awards from 2013, 2014 and 2015 outstanding. These awards cliff vest at the end of the three year measurement period, except for the 2015 grants to those individuals who are retirement eligible during the grant period. These individuals may receive a pro-rata payout based on the actual retirement date if it occurs during the vesting period. Participants are eligible to be awarded shares ranging from 0% to 200% of the original award amount, based on certain defined measurement criteria. Compensation expense is recognized using the straight-line method over the vesting period. | |||||||||||||
The 2013, 2014 and 2015 awards have two measurement criteria on which the final payout of each award is based - (i) the three year return on invested capital (ROIC) compared to that of a specified group of peer companies, and (ii) the three year total shareholder return (TSR) on the performance of our common stock as compared to that of a specified group of peer companies. In accordance with the applicable accounting literature, the ROIC portion of each award is considered a performance condition. As such, the fair value of each award is determined based on the market value of the underlying stock price at the grant date with cumulative compensation expense recognized to date being increased or decreased based on changes in the forecasted pay out percentage at the end of each reporting period. The TSR portion of the award is considered a market condition. As such, the fair value of this award was determined on the date of grant using a Monte Carlo simulation valuation model with related compensation expense fixed on the grant date and expensed on a straight-line basis over the life of the awards that ultimately vest with no changes for the final projected payout of the award. | |||||||||||||
The amount of performance-based restricted stock compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” and represents only the unvested portion of the surrendered award. We currently expect, based on an analysis of our historical forfeitures, an annual forfeiture rate of approximately 7% and applied that rate to the grants issued. This assumption will be reviewed periodically and the rate will be adjusted as necessary based on these reviews. Ultimately, the actual expense recognized over the vesting period will only be for those awards that vest. | |||||||||||||
Below are the assumptions used in the Monte Carlo calculation: | |||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||
Expected volatility | 28.20% | 33.70% | |||||||||||
Expected term (in years) | 3 | 3 | |||||||||||
Risk-free interest rate | 0.96% | 0.67% | |||||||||||
Expected dividend yield | — | — | |||||||||||
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 common stock; therefore, a dividend yield of 0% was used in the Monte Carlo simulation valuation model. | |||||||||||||
Actual performance during the relevant period for the 2012 award, which vested as of December 31, 2014, met the target performance criteria and shares were paid out at 118.2% of target during the first quarter of 2015. | |||||||||||||
Performance-Based Restricted Stock Awards | |||||||||||||
Non-vested awards outstanding at December 31, 2014 | 92,437 | ||||||||||||
Awards granted | 50,798 | ||||||||||||
Stock issued | (20,910 | ) | |||||||||||
Awards forfeited | (6,110 | ) | |||||||||||
Non-vested awards outstanding at March 31, 2015 | 116,215 | ||||||||||||
During the three months ended March 31, 2015, we recognized compensation expense for performance-based restricted stock awards of approximately $0.3 million. During the three months ended March 31, 2014, we recognized expense for performance-based restricted stock awards of approximately $0.6 million. | |||||||||||||
Time-Based Restricted Stock | |||||||||||||
In 2011, we began granting time-based restricted stock awards to certain key executives and other key members of the Company’s management team. We currently have grants from 2011, 2012, 2013, 2014 and 2015 outstanding. The 2011 and 2012 grants cliff vest at the end of the four and three year vesting periods, respectively. The 2013, 2014 and 2015 grants typically vest on the first, second and third anniversaries of the original grant date. We do occasionally grant awards that cliff vest at the after 4 years. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. The fair value of the award is determined based on the market value of the underlying stock price at the grant date. | |||||||||||||
The amount of time-based restricted stock compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” and represents only the unvested portion of the surrendered award. We currently expect, based on an analysis of our historical forfeitures, an annual forfeiture rate of approximately 7% and applied that rate to the grants issued. This assumption will be reviewed periodically and the rate will be adjusted as necessary based on these reviews. Ultimately, the actual expense recognized over the vesting period will only be for those awards that vest. | |||||||||||||
Time-Based Restricted Stock Awards | |||||||||||||
Non-vested awards outstanding at December 31, 2014 | 238,386 | ||||||||||||
Awards granted | 62,135 | ||||||||||||
Stock issued | (65,684 | ) | |||||||||||
Awards forfeited | (2,960 | ) | |||||||||||
Non-vested awards outstanding at March 31, 2015 | 231,877 | ||||||||||||
During the three months ended March 31, 2015, we recognized compensation expense for time-based restricted stock awards of approximately $1.1 million. During the three months ended March 31, 2014, we recognized compensation expense for time-based restricted stock awards of approximately $0.9 million. | |||||||||||||
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 13th 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 one share of Rogers’ stock. The grant of deferred stock units is typically done annually in the second quarter of each year. The fair value of the award is determined based on the market value of the underlying stock price at the grant date. | |||||||||||||
Deferred Stock | |||||||||||||
Units | |||||||||||||
Awards outstanding at December 31, 2014 | 30,150 | ||||||||||||
Awards granted | — | ||||||||||||
Stock issued | — | ||||||||||||
Awards outstanding at March 31, 2015 | 30,150 | ||||||||||||
There was no expense associated with the deferred stock units in the first quarter of 2015 or 2014. | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||
We have an employee stock purchase plan (ESPP) that allows eligible employees to purchase, through payroll deductions, shares of our common stock at a discount to fair market value. The ESPP has two six month offering periods each year, the first beginning in January and ending in June and the second beginning in July and ending in December. The ESPP contains a look-back feature that allows the employee to acquire stock at a 15% discount from the underlying market price at the beginning or end of the applicable period, whichever is lower. We recognize compensation expense on this plan ratably over the offering period based on the fair value of the anticipated number of shares that will be issued at the end of each offering period. Compensation expense is adjusted at the end of each offering period for the actual number of shares issued. Fair value is determined based on two factors: (i) the 15% discount amount on the underlying stock’s market value on the first day of the applicable offering period and (ii) the fair value of the look-back feature determined by using the Black-Scholes model. We recognized approximately $0.1 million of compensation expense associated with the plan for each of the three month periods ended March 31, 2015 and 2014. |
Pension_Benefits_and_Other_Pos
Pension Benefits and Other Postretirement Benefit Plans | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ||||||||||||||||
Pension Benefit and Other Postretirement Benefit Plans | Pension Benefits and Other Postretirement Benefit Plans | |||||||||||||||
Components of Net Periodic Benefit Cost | ||||||||||||||||
The components of net periodic benefit cost (income) for the periods indicated are: | ||||||||||||||||
(Dollars in thousands) | Pension Benefits | Retirement Health and Life Insurance Benefits | ||||||||||||||
Quarter Ended | Quarter Ended | |||||||||||||||
Change in benefit obligation: | March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | ||||||||||||
Service cost | $ | — | $ | — | $ | 150 | $ | 160 | ||||||||
Interest cost | 1,839 | 2,018 | 75 | 83 | ||||||||||||
Expected return on plan assets | (2,771 | ) | (3,227 | ) | — | — | ||||||||||
Amortization of prior service cost | — | — | — | — | ||||||||||||
Amortization of net loss | 413 | 183 | — | 31 | ||||||||||||
Settlement charge | — | 110 | — | — | ||||||||||||
Net periodic benefit cost (income) | $ | (519 | ) | $ | (916 | ) | $ | 225 | $ | 274 | ||||||
In the first quarter of 2015, as part of the acquisition of Arlon, we acquired the The Hourly Employees Pension Plan of Arlon, LLC, Microwave Materials and Silicone Technologies Divisions, Bear, Delaware. This plan covers Arlon union employees and was frozen to new participants and accumulating benefits in 2006. As of the acquisition date, January 22, 2015, the funded status of the plan was a liability of $2.0 million. We have recorded this as part of our long term pension liability within our condensed consolidated statements of financial position. | ||||||||||||||||
In the first quarter of 2014, we made a one-time cash payment to a former employee of $0.8 million in accordance with the provisions of his retirement contract related to his participation in the Pension Restoration Plan. This payment resulted in a settlement charge of approximately $0.1 million, which was recognized in the first quarter of 2014. | ||||||||||||||||
Employer Contributions | ||||||||||||||||
In the first quarters of 2015 and 2014, we did not make any voluntary contributions to our qualified defined benefit pension plans. | ||||||||||||||||
We did not make any contributions to our non-qualified defined benefit pension plan for the quarter ended March 31, 2015. We made $0.8 million in contributions to our non-qualified defined benefit pension plan for quarter ended March 31, 2014. |
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Segment Information | Segment Information | ||||||||
Our reporting structure is comprised of the following operating segments: Printed Circuit Materials (PCM), High Performance Foams (HPF), Power Electronics Solutions (PES) and the Other segment. We believe this structure aligns our external reporting presentation with how we currently manage and view our business internally. | |||||||||
We completed the acquisition of Arlon on January 22, 2015. As part of the integration process, Arlon operations related to circuit materials and silicones are included in our PCM and HPF segments, respectively. The Other segment includes the Arlon business that manufactures specialty polyimide and epoxy-based laminates and bonding materials. | |||||||||
As a result of the acquisition, we significantly increased our asset holdings. The following table sets forth the total assets allocated to each segment: | |||||||||
(Dollars in thousands) | |||||||||
31-Mar-15 | |||||||||
Assets | |||||||||
Printed Circuit Materials | $ | 332,712 | |||||||
High Performance Foams | 280,585 | ||||||||
Power Electronics Solutions | 330,631 | ||||||||
Other | 41,134 | ||||||||
Total Assets | $ | 985,062 | |||||||
The following table sets forth the information about our segments for the periods indicated: | |||||||||
(Dollars in thousands) | Quarter Ended | ||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Net sales | |||||||||
Printed Circuit Materials | $ | 71,287 | $ | 58,536 | |||||
High Performance Foams | 44,556 | 41,204 | |||||||
Power Electronics Solutions | 38,529 | 40,798 | |||||||
Other | 10,679 | 6,102 | |||||||
Net sales | $ | 165,051 | $ | 146,640 | |||||
Operating income (loss) | |||||||||
Printed Circuit Materials | $ | 12,838 | $ | 11,960 | |||||
High Performance Foams | 3,015 | 5,729 | |||||||
Power Electronics Solutions | 2,368 | 1,565 | |||||||
Other | 1,879 | 2,203 | |||||||
Operating income (loss) | 20,100 | 21,457 | |||||||
Equity income in unconsolidated joint ventures | 919 | 977 | |||||||
Other income (expense), net | (129 | ) | (1,191 | ) | |||||
Interest income (expense), net | (1,006 | ) | (748 | ) | |||||
Income (loss) before income tax expense (benefit) | $ | 19,884 | $ | 20,495 | |||||
Inter-segment sales have been eliminated from the sales data in the preceding table. |
Joint_Ventures
Joint Ventures | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||
Joint Ventures | Joint Ventures | ||||||||
As of March 31, 2015, we had two joint ventures, each 50% owned, which are accounted for under the equity method of accounting. | |||||||||
Joint Venture | Location | Reportable Segment | Fiscal Year-End | ||||||
Rogers INOAC Corporation (RIC) | Japan | High Performance Foams | October 31 | ||||||
Rogers INOAC Suzhou Corporation (RIS) | China | High Performance Foams | December 31 | ||||||
We recognized equity income related to the joint ventures of $0.9 million and $1.0 million for the three month periods ended March 31, 2015 and March 31, 2014, respectively. These amounts are included in the condensed consolidated statements of income (loss). | |||||||||
The summarized financial information for the joint ventures for the periods indicated is as follows: | |||||||||
(Dollars in thousands) | Quarter Ended | ||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Net sales | $ | 10,978 | $ | 11,332 | |||||
Gross profit | 3,445 | 3,652 | |||||||
Net income | 1,839 | 1,955 | |||||||
The effect of transactions between us and our unconsolidated joint ventures was accounted for on a consolidated basis. Receivables from and payables to joint ventures arise during the normal course of business from transactions between us and the joint ventures, typically from the joint venture purchasing raw materials from us to produce end products, which are sold to third parties, or from us purchasing finished goods from our joint ventures, which are then sold to third parties. |
Debt
Debt | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Debt Disclosure [Abstract] | |||||||||||
Debt | Debt | ||||||||||
On July 13, 2011, we entered into an amended and restated $265.0 million secured five year credit agreement, which we amended in March 2012. This credit agreement (“Amended Credit Agreement”) is with (i) JPMorgan Chase Bank, N.A., as administrative agent; (ii) HSBC Bank USA, National Association; (iii) RBS Citizens, National Association; (iv) Fifth Third Bank; and (v) Citibank, N.A. JPMorgan Securities LLC and HSBC Bank USA, National Association acted as joint bookrunners and joint lead arrangers; HSBC Bank USA, National Association and RBS Citizens, National Association acted as co-syndication agents; and Fifth Third Bank and Citibank, N.A. acted as co-documentation agents. The Amended Credit Agreement amends and restates the credit agreement signed between the Company and the same banks on November 23, 2010 and increased our borrowing capacity from $165.0 million under the original agreement to $265.0 million under the Amended Credit Agreement. | |||||||||||
The Amended Credit Agreement provided for the extension of credit in the form of a $100.0 million term loan (which refinanced outstanding borrowings in the amount of $100.0 million from the existing revolving credit line), as further described below; and up to $165.0 million of revolving loans, in multiple currencies, at any time and from time to time until the maturity of the Amended Credit Agreement on July 13, 2016. We may borrow, pre-pay and re-borrow amounts under the $165.0 million revolving portion of the Amended Credit Agreement; however, with respect to the $100.0 million term loan portion, any principal amounts re-paid may not be re-borrowed. 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 Amended Credit Agreement). | |||||||||||
Borrowings under the Amended Credit Agreement bear interest based on one of two options. Alternate base rate loans bear interest that includes a base reference rate plus a spread of 75 - 150 basis points, depending on our leverage ratio. The base reference rate is the greater of the prime rate; federal funds effective rate plus 50 basis points; and adjusted LIBOR plus 100 basis points. Euro-currency loans bear interest based on the adjusted LIBOR plus a spread of 175 - 250 basis points, depending on our leverage ratio. Our current borrowings are Euro-currency based. | |||||||||||
In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Amended Credit Agreement, the Company is required to pay a quarterly fee of 0.20% to 0.35% (based upon its leverage ratio) of the unused amount of the lenders’ commitments under the Amended Credit Agreement. | |||||||||||
In connection with the Amended Credit Agreement, we transferred borrowings in the amount of $100.0 million from the revolving credit line under the November 23, 2010 credit agreement to the term loan under the Amended Credit Agreement. The Amended Credit Agreement requires the mandatory quarterly repayment of principal on amounts borrowed under such term loan. Payments commenced on September 30, 2011, and are scheduled to be completed on June 30, 2016. In addition, we made a $125.0 million draw on the line of credit to fund the acquisition of Arlon. The aggregate mandatory principal payments due are as follows: | |||||||||||
2015 | $30.00 | million | |||||||||
2016 | $150.00 | million | |||||||||
The Amended Credit Agreement is secured by many of the assets of Rogers and our World Properties, Inc. subsidiary, including but not limited to, receivables, equipment, intellectual property, inventory, stock in certain subsidiaries and real property. | |||||||||||
As part of the Amended Credit Agreement, we are restricted in our ability to perform certain actions, including, but not limited to, our ability to pay dividends, incur additional debt, sell certain assets, and make capital expenditures, with certain exceptions. Further, we are required to maintain certain financial covenant ratios, including (i) a leverage ratio of no more than 3.0 to 1.0 and (ii) a minimum fixed charge coverage ratio (FCCR) of 1.75 to 1.00. | |||||||||||
The FCCR is the ratio between Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Consolidated Fixed Charges as defined in the Amended Credit Agreement, which measures our ability to cover the fixed charge obligations. The key components of Consolidated Fixed Charges are capital expenditures, scheduled debt payments, capital lease payments, rent and interest expenses. Several factors in the first quarter of 2012 put stress on the ratio which led to an amendment to the covenant, including the status of the global economy and that there were no mandatory term loan payments when the original ratio was determined. | |||||||||||
Relevant Fixed Charge metrics are detailed in the table below: | |||||||||||
Periods | Q1 2014 | Q2 2014 | Q3 2014 | Q4 2014 | Q1 2015 | ||||||
Covenant Limit | 1.75 | 1.75 | 1.75 | 1.75 | 1.75 | ||||||
Actual FCCR | 2.69 | 2.65 | 2.7 | 2.58 | 2.36 | ||||||
As of March 31, 2015, we were in compliance with all of our covenants, as we achieved actual ratios of approximately 1.51 on the leverage ratio and 2.36 on the fixed charge coverage ratio. | |||||||||||
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. | |||||||||||
In connection with the establishment of the initial credit agreement in 2010, we capitalized approximately $1.6 million of debt issuance costs. We capitalized an additional $0.7 million of debt issuance costs in 2011 related to the Amended Credit Agreement. Also, in connection with the Amended Credit Agreement, we capitalized an additional $0.1 million of debt issuance costs in 2012. These costs will be amortized over the life of the Amended Credit Agreement, which will terminate in July 2016. | |||||||||||
We incurred amortization expense of $0.1 million in each of the first quarters of 2015 and 2014. At March 31, 2015, we have approximately $0.6 million of credit facility costs remaining to be amortized. | |||||||||||
We borrowed $125.0 million under the line of credit in the first quarter of 2015 to fund the acquisition of Arlon. In accordance with the Amended Credit Agreement and due to the size of the acquisition, we were required to obtain a waiver prior to completing the acquisition. During the first three months of 2015 and 2014, we made principal payments of $5.0 million and $3.8 million, respectively, on the outstanding debt. | |||||||||||
We are obligated to pay $42.5 million on this debt obligation in the next 12 months under the term loan. As of March 31, 2015, the outstanding debt related to the Amended Credit Agreement, consists of $55.0 million of term loan debt and $125.0 million borrowed on the revolving credit line. We have the option to pay part of or the entire amount of the revolving line of credit at any time over the remaining life of the Amended Credit Agreement, with any balance due and payable at the agreement's expiration. | |||||||||||
In addition, as of March 31, 2015 we had a $1.4 million standby letter of credit (LOC) to guarantee Rogers workers compensation plans that were backed by the Amended Credit Agreement. No amounts were drawn on the LOC as of March 31, 2015 or December 31, 2014. | |||||||||||
We also guarantee an interest rate swap related to the lease of the manufacturing facility in Eschenbach, Germany. The swap agreement is between the Company and a third party bank. We guarantee any liability related to the swap agreement in case of default by the lessor through the term of the swap until expiration in July 2016, or if we exercised the option to buyout the lease at June 30, 2013 as specified within the lease agreement. We did not exercise our option to buyout the lease at June 30, 2013. The swap is in a liability position with the bank at March 31, 2015, and has a fair value of $0.3 million. We have concluded that default by the lessor is not probable during the term of the swap, and we chose not to exercise the option to buyout the lease during the leasing period; therefore, the guarantee has no value. | |||||||||||
Capital Lease | |||||||||||
During the first quarter of 2011, we recorded a capital lease obligation related to the acquisition of Curamik for its primary manufacturing facility in Eschenbach, Germany. Under the terms of the leasing agreement, we had an option to purchase the property in either 2013 or upon the expiration of the lease in 2021 at a price which is the greater of (i) the then-current market value or (ii) the residual book value of the land including the buildings and installations thereon. We chose not to exercise the option to purchase the property that was available to us on June 30, 2013. The total obligation recorded for the lease as of March 31, 2015 is $5.9 million. Depreciation expense related to the capital lease was $0.1 million in each of the three month periods ended March 31, 2015 and 2014. Accumulated depreciation at March 31, 2015 and December 31, 2014 was $1.7 million and $1.6 million, respectively. | |||||||||||
These expenses are included as depreciation expense in Cost of Sales on our condensed consolidated statements of income (loss). Interest expense related to the debt recorded on the capital lease is included in interest expense on the condensed consolidated statements of income (loss). See “Interest” section below for further discussion. | |||||||||||
Interest | |||||||||||
We incurred interest expense on our outstanding debt of $0.8 million for the three month period ended March 31, 2015 and $0.5 million for the three month period ended March 31, 2014. We incurred an unused commitment fee for a de minimis amount for the three month period ended March 31, 2015 and $0.1 million for the three month period ended March 31, 2014. In July 2012, we entered into an interest rate swap to hedge the variable interest rate on 65% of the term loan debt, then outstanding, effective July 2013. At March 31, 2015, our outstanding debt balance is comprised of a term loan of $55.0 million and $125.0 million borrowed on the revolving line of credit. At March 31, 2015, the rate charged on this debt is the 1 month LIBOR at 0.1875% plus a spread of 1.75%. | |||||||||||
We also incurred interest expense on the capital lease of $0.1 million for each of the three month periods ended March 31, 2015 and 2014. | |||||||||||
Restriction on Payment of Dividends | |||||||||||
Pursuant to the Amended Credit Agreement, we cannot make a cash dividend payment if a default or event of default has occurred and is continuing or shall result from the cash dividend payment. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | |||||||||||||||||||||||
Definite Lived Intangible Assets | ||||||||||||||||||||||||
(Dollars in thousands) | March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||
Gross Carrying Amount (1) | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount (1) | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
Trademarks and patents | $ | 2,583 | $ | 432 | $ | 2,151 | $ | 1,046 | $ | 364 | $ | 682 | ||||||||||||
Technology | 46,481 | 15,639 | 30,842 | 33,942 | 15,958 | 17,984 | ||||||||||||||||||
Covenant-not-to-compete | 999 | 856 | 143 | 1,016 | 823 | 193 | ||||||||||||||||||
Customer relationships | 50,026 | 5,179 | 44,847 | 19,123 | 4,406 | 14,717 | ||||||||||||||||||
Total definite lived intangible assets | $ | 100,089 | $ | 22,106 | $ | 77,983 | $ | 55,127 | $ | 21,551 | $ | 33,576 | ||||||||||||
(1) Gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations. | ||||||||||||||||||||||||
On January 22, 2015, we acquired Arlon. For further detail on the goodwill and intangible assets recorded on the acquisition, see Note 5 - "Acquisition". | ||||||||||||||||||||||||
Amortization expense for the three month periods ended March 31, 2015 and March 31, 2014 was approximately $2.4 million, and $1.5 million, respectively. The estimated annual future amortization expense is $8.0 million, $10.2 million, $9.9 million, $9.4 million and $8.9 million for the remainder of 2015, 2016, 2017, 2018 and 2019, respectively. These amounts could vary based on changes in foreign currency exchange rates. | ||||||||||||||||||||||||
The weighted average amortization period as of March 31, 2015, by intangible asset class, is presented in the table below: | ||||||||||||||||||||||||
Intangible Asset Class | Weighted Average Amortization Period | |||||||||||||||||||||||
Trademarks and patents | 4.2 | |||||||||||||||||||||||
Technology | 4.7 | |||||||||||||||||||||||
Covenant not-to-compete | 1 | |||||||||||||||||||||||
Customer relationships | 6.1 | |||||||||||||||||||||||
Total other intangible assets | 5.5 | |||||||||||||||||||||||
Approximately $5.3 million of indefinite-lived intangible assets comprised of trademarks were acquired from the acquisitions of Curamik. These assets are assessed for impairment annually or when changes in circumstances indicated that the carrying values may be recoverable. The definite-lived intangibles are amortized using a fair value methodology that is based on the projected economic use of the related underlying asset. | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the period ending March 31, 2015, by segment, was as follows: | ||||||||||||||||||||||||
(Dollars in thousands) | Printed Circuit Materials | High Performance Foams | Power Electronics Solutions | Other | Total | |||||||||||||||||||
December 31, 2014 | $ | — | $ | 23,565 | $ | 72,438 | $ | 2,224 | $ | 98,227 | ||||||||||||||
Foreign currency translation adjustment | — | (275 | ) | (8,322 | ) | — | (8,597 | ) | ||||||||||||||||
Arlon acquisition | 51,862 | 33,517 | — | — | 85,379 | |||||||||||||||||||
March 31, 2015 | $ | 51,862 | $ | 56,807 | $ | 64,116 | $ | 2,224 | $ | 175,009 | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Commitments and Contingencies: | |
We are currently engaged in the following environmental and legal proceedings: | ||
Superfund Sites | ||
We are currently involved as a potentially responsible party (PRP) in one active case involving a waste disposal site, the Chatham Superfund Site. The costs incurred since inception for this claim have been immaterial and have been primarily covered by insurance policies, for both legal and remediation costs. In this matter, we have been assessed a cost sharing percentage of approximately 2% in relation to the range for estimated total cleanup costs of $18.8 million to $29.6 million. We believe we have sufficient insurance coverage to fully cover this liability and have recorded a liability and related insurance receivable of approximately $0.4 million as of March 31, 2015, which approximates our share of the low end of the estimated range. We believe we are a de minimis participant and, as such, have been allocated an insignificant percentage of the total PRP cost sharing responsibility. Based on facts presently known to us, we believe that the potential for the final results of this case having a material adverse effect on our results of operations, financial position or cash flows is remote. This case has been ongoing for many years and we believe that it will continue on for the indefinite future. No time frame for completion can be estimated at the present time. | ||
PCB Contamination | ||
We have been working with the Connecticut Department of Energy and Environmental Protection (CT DEEP) and the United States Environmental Protection Agency (EPA), Region I, in connection with certain polychlorinated biphenyl (PCB) contamination at our facility in Woodstock, Connecticut. The issue was originally discovered in the soil at the facility in the late 1990s, and this initial issue was remediated in 2000. Further contamination was later found in the groundwater beneath the property, which was addressed with the installation of a pump and treat system in 2011. Additional PCB contamination at this facility was found in the original buildings, courtyards and surrounding areas including an on-site pond. Remediation activities of the affected building materials and courtyards were completed in 2014 at a total cost of $0.5 million. Remediation costs related to the soil contamination and the on-site pond are ongoing and expected to approximate $0.7 million. The soil contamination remediation is completed and we currently have a reserve of $0.2 million for the pond remediation recorded in our consolidated statements of financial position. We believe this reserve will be adequate to cover the remaining remediation work related to the soil and pond contamination based on the information known at this time. However, if additional contamination is found, the cost of the remaining remediation may increase. | ||
Overall, we have spent approximately $2.4 million in remediation and monitoring costs related to these various PCB contamination issues. The future costs related to the maintenance of the groundwater pump and treat system now in place at the site are expected to be minimal. We believe that the remaining remediation activity will continue for several more years and no time frame for completion can be estimated at the present time. | ||
Asbestos Litigation | ||
A significant number of asbestos-related product liability claims have been brought against numerous United States industrial companies where the third-party plaintiffs allege personal injury from exposure to asbestos-containing products. We have been named, along with hundreds of other companies, as a defendant in some of these claims. In virtually all of these claims filed against us, the plaintiffs are seeking unspecified damages, or, if an amount is specified, such amount merely represents a jurisdictional amount. However, occasionally specific damages are alleged and in such situations, plaintiffs’ lawyers often sue dozens of defendants, frequently without factual basis or support. As a result, even when a specific amount of damages is alleged, such action can be arbitrary, both as to the amount being sought and the defendant being charged with such damages. | ||
We did not mine, mill, manufacture or market asbestos; rather we made a limited number of products which contained encapsulated asbestos. Such products were provided to industrial users. We stopped manufacturing these products in the late 1980s. | ||
• | Claims | |
We have been named in asbestos litigation primarily in Illinois, Pennsylvania and Mississippi. As of March 31, 2015, there were 424 pending claims compared to 438 pending claims at December 31, 2014. The number of pending claims at a particular time can fluctuate significantly from period to period depending on how successful we have been in getting these cases dismissed or settled. Some jurisdictions prohibit specifying alleged damages in personal injury tort cases such as these, other than a minimum jurisdictional amount which may be required for such reasons as allowing the case to be litigated in a jury trial (which the plaintiffs believe will be more favorable to them than if heard only before a judge) or allowing the case to be litigated in federal court. This is in contrast to commercial litigation, in which specific alleged damage claims are often permitted. The prohibition on specifying alleged damages sometimes applies not only to the suit when filed but also during the trial – in some jurisdictions the plaintiff is not actually permitted to specify to the jury during the course of the trial the amount of alleged damages the plaintiff is claiming. Further, in those jurisdictions in which plaintiffs are permitted to claim specific alleged damages, many plaintiffs nonetheless still choose not to do so. In those cases in which plaintiffs are permitted to and choose to assert specific dollar amounts in their complaints, we believe the amounts claimed are typically not meaningful as an indicator of a company’s potential liability. This is because (1) the amounts claimed may bear no relation to the level of the plaintiff’s alleged injury and are often used as part of the plaintiff’s litigation strategy, (2) the complaints typically assert claims against numerous defendants, and often the alleged damages are not allocated against specific defendants, but rather the broad claim is made against all of the defendants as a group, making it impossible for a particular defendant to quantify the alleged damages that are being specifically claimed against it and therefore its potential liability, and (3) many cases are brought on behalf of plaintiffs who have not suffered any medical injury, and ultimately are resolved without any payment or payment of a small fraction of the damages initially claimed. | ||
We believe the rate at which plaintiffs filed asbestos-related suits against us increased in 2001, 2002, 2003 and 2004 because of increased activity on the part of plaintiffs to identify those companies that sold asbestos-containing products, but which did not directly mine, mill or market asbestos. A significant increase in the volume of asbestos-related bodily injury cases arose in Mississippi in 2002. This increase in the volume of claims in Mississippi was apparently due to the passage of tort reform legislation (applicable to asbestos-related injuries), which became effective on September 1, 2003 and which resulted in a higher than average number of claims being filed in Mississippi by plaintiffs seeking to ensure their claims would be governed by the law in effect prior to the passage of tort reform. The number of asbestos related suits filed against us decreased slightly in 2005 and 2006, but increased slightly in 2007, declined in 2008 and increased again in 2009 and 2010. The number of lawsuits filed against us in 2011, 2012, 2013, 2014 and the first quarter of 2015 (annualized) was significantly higher than in 2010. These new lawsuits are reflected in the National Economic Research Associates, Inc. ("NERA") and Marsh USA, Inc. ("Marsh") reports. (See "Impact on Financials Statements" section below.) | ||
• | Defenses | |
In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of exposure to our asbestos-containing products. We continue to believe that the trend will continue and that a majority of the claimants in pending cases will not be able to demonstrate exposure or loss. This belief is based in large part on the limited number of asbestos-related products manufactured and sold by us and the fact that the asbestos was encapsulated in such products. In addition, even at sites where the presence of an alleged injured party can be verified during the same period those products were used, our liability cannot be presumed because even if an individual contracted an asbestos-related disease, not everyone who was employed at a site was exposed to the asbestos containing products that we manufactured. Based on these and other factors, we have and will continue to vigorously defend ourselves in asbestos-related matters. | ||
• | Dismissals and Settlements | |
Cases involving us typically name 50-300 defendants, although some cases have had as few as one (1) and as many as 833 defendants. We have obtained the dismissal of many of these claims. For the three months ended March 31, 2015, 62 claims were dismissed and no (0) claims were settled. For the year ended December 31, 2014, 104 claims were dismissed and 13 were settled. The majority of costs have been paid by our insurance carriers, including the costs associated with the small number of cases that have been settled. Nothing was paid on settlements for the three months ended March 31, 2015, compared to $3.2 million for the year ended 2014. Although these figures provide some insight into our experience with asbestos litigation, no guarantee can be made as to the dismissal and settlement rates that we will experience in the future. | ||
Settlements are made without any admission of liability. Settlement amounts may vary depending upon a number of factors, including the jurisdiction where the action was brought, the nature and extent of the disease alleged and the associated medical evidence, the age and occupation of the claimant, the existence or absence of other possible causes of the alleged illness of the alleged injured party and the availability of legal defenses, as well as whether the action is brought alone or as part of a group of claimants. To date, we have been successful in obtaining dismissals for many of the claims and have settled only a limited number. Most of the settled claims were settled for nominal amounts, and the majority of such payments have been borne by our insurance carriers. In addition, to date, we have not been required to pay any punitive damage awards. | ||
• | Potential Liability | |
NERA has historically been engaged to assist us in projecting our future asbestos-related liabilities and defense costs with regard to pending claims and future claims. Projecting future asbestos costs is subject to numerous variables that are extremely difficult to predict, including the number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case and the impact of potential changes in legislative or judicial standards, including potential tort reform. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, the variability of our claims history and consultations with NERA, we currently believe that ten years is the most reasonable period for recognizing a reserve for future costs, and that costs that might be incurred after that period are not reasonably estimable at this time. As a result, we also believe that our ultimate asbestos-related contingent liability (i.e., our indemnity or other claim disposition costs plus related legal fees) cannot be estimated with certainty. (See "Impact on Financials Statements" section below for further discussion.) | ||
• | Insurance Coverage | |
Our applicable insurance policies generally provide coverage for asbestos liability costs, including coverage for both indemnity and defense costs. Following the initiation of asbestos litigation, an effort was made to identify all of our primary, umbrella and excess level insurance carriers that provided applicable coverage beginning in the 1950s through the mid-1980s. We located primary policies for all such years except for the early 1960s. With respect to this period, we entered into an arrangement with ACE Property & Casualty Insurance Company in 2005, pursuant to which we and they share in asbestos liabilities allocable to such period. We have located umbrella or excess layer policies for all such years except for the period from May 18, 1961 to May 18, 1964. We believe that a policy was purchased from Continental Casualty Company covering this period based upon documents we have found, but the insurer has denied coverage. This policy has not yet been triggered. | ||
Where appropriate, carriers were put on notice of the litigation. Marsh has historically been engaged to work with us to project our insurance coverage for asbestos-related claims. Marsh’s conclusions are based primarily on a review of our coverage history, application of reasonable assumptions on the allocation of coverage consistent with certain industry practices, an assessment of the creditworthiness of the insurance carriers, analysis of applicable deductibles, retentions and policy limits, the experience of NERA and a review of NERA’s reports. | ||
• | Cost Sharing Agreement | |
To date, our insurance carriers have paid for substantially all of the settlement and defense costs associated with our asbestos-related claims. The current cost sharing agreement between us and such insurance carriers is primarily designed to facilitate the ongoing administration and payment of such claims by the carriers until the applicable insurance coverage is exhausted. This agreement, which replaced an older agreement that had expired, can be terminated by election of any party thereto after January 25, 2015. Absent any such election, the agreement will continue until a party elects to terminate it. As of the report filing date for this report, the agreement has not been terminated. | ||
In 2014, the primary layer insurance policies providing coverage for the January 1, 1966 to January 1, 1967 period exhausted. The cost sharing agreement contemplates that any excess carrier over exhausted primary layer carriers will become a party to the cost sharing agreement, replacing the coverage provided by the exhausted primary policies if the carrier providing such excess coverage is not already a party to the cost sharing agreement. The excess carrier providing coverage for the period set forth above is currently providing applicable insurance coverage in accordance with the allocation provisions of the cost sharing agreement, but has not yet signed that agreement. | ||
• | Impact on Financial Statements | |
The models developed for determining the potential exposure and related insurance coverage were developed by outside consultants deemed to be experts in their respective fields with the forecast for asbestos related liabilities generated by NERA and the related insurance receivable projections developed by Marsh. The models contain numerous assumptions that significantly impact the results generated by the models. We believe the assumptions made are reasonable at the present time, but are subject to uncertainty based on the actual future outcome of our asbestos litigation. We determined that a ten year projection period is now appropriate as we have experience in addressing asbestos related lawsuits over the last few years to use as a baseline to project the liability over ten years. However, we do not believe we have sufficient data to justify a longer projection period at this time. As of December 31, 2014, the estimated liability and estimated insurance recovery for the ten year period through 2024 was $56.5 million and $53.0 million, respectively. There were no changes to these projections during the first three months of 2015. We review our asbestos related forecasts annually in the fourth quarter of each year unless facts and circumstances materially change during the year, at which time we would analyze these forecasts. | ||
The amounts recorded for the asbestos-related liability and the related insurance receivables described above were 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. | ||
There can be no assurance that our accrued asbestos liabilities will approximate our actual asbestos-related settlement and defense costs, or that our accrued insurance recoveries will be realized. We believe that it is reasonably possible that we will incur additional charges for our asbestos liabilities and defense costs in the future, which could exceed existing reserves, but such excess amount cannot be reasonably estimated at this time. We will continue to vigorously defend ourselves and believe we have substantial unutilized insurance coverage to mitigate future costs related to this matter. | ||
Other Environmental and General Litigation | ||
• | In the second quarter of 2010, the CT DEEP contacted us to discuss a disposal site in Killingly, Connecticut. We undertook internal due diligence work related to the site to better understand the issue and our alleged involvement. As a matter of procedure, we have submitted an insurance claim for the disposal site, but we currently do not know the nature and extent of any alleged contamination at the site, how many parties could be potentially involved in any remediation, if necessary, or the extent to which we could be deemed a potentially responsible party. CT DEEP has not made any assessment of the nature of any potential remediation work that may be done, nor have they made any indication of any potential costs associated with such remediation. Therefore, based on the facts and circumstances known to us at the present time, we are not able to estimate the probability of incurring a contingent liability related to this site, nor are we able to reasonably estimate any potential range of exposure at this time. As such, no reserve has been established for this matter at this time. We continually monitor this situation and are in correspondence with the CT DEEP as appropriate. When and if facts and circumstances related to this matter change, we will review our position and our ability to estimate the probability of any potential loss contingencies, as well as the range of any such potential exposure. | |
• | The Rogers Corporate Headquarters located in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action Program (VCAP). As part of this program, we have had conversations with the CT DEEP to begin to determine if any corrective actions need to be taken at the site related to any potential contamination issues. We are currently in the early stages of evaluating this matter and have initiated internal due diligence work related to the site to better understand any potential issues. | |
As of March 31, 2015, a reserve of $0.1 million was recorded for the continuing assessments to determine the extent of any potential remediation that may be required. However, at this time, it is currently unknown what the nature and extent of any potential contamination is at the site, nor what any potential remediation or associated costs would be if any such issues were found. Therefore, based on the facts and circumstances known to us at the present time, we are unable to estimate the probability of incurring a contingent liability related to environmental remediation at this site, nor are we able to reasonably estimate any potential range of exposure at this time. As such, no reserve specific to environmental remediation activity has been established for this matter at this time. | ||
• | In 2013, we became aware of a claim made by a sales agent/distributor in Europe for alleged improper termination of our relationship. The sales agent/distributor is seeking compensation for the terminated relationship. During 2014, a mediation process was initiated and was completed during the three month period ended March 31, 2015. We reached a settlement related to this matter in the amount of $0.5 million. | |
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, after taking into account insurance coverage and the aforementioned accruals, will have a material adverse impact on our results of operations, financial position, or cash flows. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
Our effective tax rate was 31.5% in the first quarter of 2015 as compared to 28.9% in the first quarter of 2014. In both the first quarter of 2015 and the first quarter of 2014, our tax rate benefited from favorable tax rates on certain foreign business activity as compared to our statutory rate of 35%. | |
We are subject to income taxes in the United States and in numerous foreign jurisdictions. No provision is made for U.S. income taxes on the undistributed earnings of substantially all of our wholly-owned foreign subsidiaries because such earnings are indefinitely reinvested in those companies. If circumstances change and it becomes apparent that some or all of the undistributed earnings of our wholly-owned foreign subsidiaries will not be indefinitely reinvested, a provision for the tax consequences, if any, will be recorded in the period in which the circumstances change. | |
Our accounting policy is to account for interest expense and penalties related to uncertain tax positions as income tax expense. As of March 31, 2015, we have approximately $1.2 million of accrued interest related to uncertain tax positions included in the $12.1 million of unrecognized tax benefits, $12.0 million of which, if recognized, would impact the effective tax rate. | |
We are subject to taxation in the U.S. and various state and foreign jurisdictions. Our tax years from 2011 through 2014 are subject to examination by these various tax authorities. With few exceptions, we are no longer subject to U.S. federal, state, local and foreign examinations by tax authorities for years before 2011. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Assets Measured at Fair Value on a Recurring Basis, Categorized by the Level of Inputs Used in the Valuation | From time to time we enter into various instruments that require fair value measurement, including foreign currency option contracts, interest rate swaps and copper derivative contracts. Assets and liabilities measured on a recurring basis, categorized by the level of inputs used in the valuation, include: | ||||||||||||
(Dollars in thousands) | Carrying amount as of March 31, 2015 | Level 1 | Level 2 | Level 3 | |||||||||
Foreign currency contracts | 473 | — | 473 | — | |||||||||
Copper derivative contracts | 290 | — | 290 | — | |||||||||
Interest rate swap | (128 | ) | — | (128 | ) | — | |||||||
(Dollars in thousands) | Carrying amount as of December 31, 2014 | Level 1 | Level 2 | Level 3 | |||||||||
Foreign currency contracts | (18 | ) | — | (18 | ) | — | |||||||
Copper derivative contracts | 355 | — | 355 | — | |||||||||
Interest rate swap | (144 | ) | — | (144 | ) | — | |||||||
Hedging_Transactions_and_Deriv1
Hedging Transactions and Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||
Schedule of Notional Amounts of Outstanding Derivative Positions | |||||||
Notional Value of Copper Derivatives | Notional Values of Foreign Currency Derivatives | ||||||
April 2015 - June 2015 | 150 | metric tons per month | CNY/EUR | ¥683,664 | |||
July 2015 - September 2015 | 135 | metric tons per month | USD/EUR | $3,000,000 | |||
October 2015 - December 2015 | 123 | metric tons per month | EUR/USD | € 10,062,000 | |||
January 2016 - March 2016 | 100 | metric tons per month | JPY/USD | ¥160,000,000 | |||
April 2016 - June 2016 | 50 | metric tons per month | HUF/EUR | 30,000,000 | |||
July 2016 - September 2016 | 20 | metric tons per month | JPY/EUR | ¥180,000,000 | |||
CNY/USD | ¥141,000,000 | ||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | |||||||
(Dollars in thousands) | The Effect of Current Derivative Instruments on the Financial Statements for the quarter ended March 31, 2015 | ||||||
Amount of gain (loss) | |||||||
Location of gain (loss) | Three months ended | ||||||
Foreign Exchange Contracts | |||||||
Contracts designated as hedging instruments | Other comprehensive income (loss) | $ | 197 | ||||
Contracts not designated as hedging instruments | Other income (expense), net | (250 | ) | ||||
Copper Derivative Instruments | |||||||
Contracts not designated as hedging instruments | Other income (expense), net | (290 | ) | ||||
Interest Rate Swap Instrument | |||||||
Contracts designated as hedging instruments | Other comprehensive income (loss) | (128 | ) | ||||
(Dollars in thousands) | The Effect of Current Derivative Instruments on the Financial Statements for the quarter ended March 31, 2014 | ||||||
Amount of gain (loss) | |||||||
Location of gain (loss) | Three months ended | ||||||
Foreign Exchange Contracts | |||||||
Contracts not designated as hedging instruments | Other income (expense), net | $ | (7 | ) | |||
Copper Derivative Instruments | |||||||
Contracts not designated as hedging instruments | Other income (expense), net | (1,027 | ) | ||||
Interest Rate Swap Instrument | |||||||
Contracts designated as hedging instruments | Other comprehensive income (loss) | (269 | ) |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories were as follows: | |||||||
(Dollars in thousands) | March 31, | December 31, | ||||||
2015 | 2014 | |||||||
Raw materials | $ | 30,672 | $ | 26,787 | ||||
Work-in-process | 23,094 | 16,564 | ||||||
Finished goods | 28,473 | 25,277 | ||||||
Total Inventory | $ | 82,239 | $ | 68,628 | ||||
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combinations [Abstract] | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table represents the preliminary fair market values assigned to the acquired assets and liabilities in the transaction. On a preliminary basis, we recorded goodwill, primarily related to the expected synergies from combining operations and the value of the existing workforce. We also recorded intangible assets related to the trademarks, technology and customer relationships. As of the filing date of this Form 10-Q, the process of valuing the net assets of the business is substantially complete, however, goodwill is subject to change, based on the finalization of acquisition accounting. | |||
(Dollars in thousands) | ||||
22-Jan-15 | ||||
Assets: | ||||
Cash | $ | 142 | ||
Accounts receivable | 17,301 | |||
Other current assets | 856 | |||
Inventory | 10,029 | |||
Deferred income tax assets, current | 1,035 | |||
Property, plant & equipment | 30,807 | |||
Intangible assets | 50,020 | |||
Goodwill | 85,379 | |||
Total assets | 195,569 | |||
Liabilities: | ||||
Accounts payable | 4,958 | |||
Other current liabilities | 4,249 | |||
Deferred tax liability | 23,706 | |||
Other long-term liabilities | 4,555 | |||
Total liabilities | 37,468 | |||
Fair value of net assets acquired | $ | 158,101 | ||
Pro Forma Information | The following unaudited pro forma financial information presents the combined results of operations of Rogers and Arlon for the three months ended March 31, 2014, as if the acquisition had occurred on January 1, 2014. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations or financial position that would have been reported had the Arlon acquisition been completed as of January 1, 2014 and should not be taken as indicative of our future consolidated results of operations or financial position. | |||
Three months ended March 31, 2014 | ||||
(Dollars in thousands) | ||||
Net sales | $ | 173,000 | ||
Net income | $ | 17,393 | ||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ||||||||||||||||
Accumulated Balances Related to Each Component of Accumulated Other Comprehensive Income (Loss) | The changes of accumulated other comprehensive income (loss) by component at March 31, 2015 were as follows: | |||||||||||||||
(Dollars in thousands) | Foreign currency translation adjustments | Funded status of pension plans and other postretirement benefits (1) | Unrealized gain (loss) on derivative instruments (2) | Total | ||||||||||||
Beginning Balance December 31, 2014 | $ | (14,193 | ) | $ | (50,808 | ) | $ | (93 | ) | $ | (65,094 | ) | ||||
Other comprehensive income before reclassifications | (27,980 | ) | — | 124 | (27,856 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 268 | 94 | 362 | ||||||||||||
Net current-period other comprehensive income | (27,980 | ) | 268 | 218 | (27,494 | ) | ||||||||||
Ending Balance March 31, 2015 | $ | (42,173 | ) | $ | (50,540 | ) | $ | 125 | $ | (92,588 | ) | |||||
(1) Net of taxes of $11,807 and $11,952 for the periods ended March 31, 2015 and December 31, 2014, respectively. | ||||||||||||||||
(2) Net of taxes of $50 and $50 for the periods ended March 31, 2015 and December 31, 2014, respectively. | ||||||||||||||||
The changes of accumulated other comprehensive income (loss) by component at March 31, 2014 were as follows: | ||||||||||||||||
(Dollars in thousands) | Foreign currency translation adjustments | Funded status of pension plans and other postretirement benefits (3) | Unrealized gain (loss) on derivative instruments (4) | Total | ||||||||||||
Beginning Balance December 31, 2013 | $ | 22,756 | $ | (33,997 | ) | $ | (209 | ) | $ | (11,450 | ) | |||||
Other comprehensive income before reclassifications | (327 | ) | — | (180 | ) | (507 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | 139 | 210 | 349 | ||||||||||||
Net current-period other comprehensive income | (327 | ) | 139 | 30 | (158 | ) | ||||||||||
Ending Balance March 31, 2014 | $ | 22,429 | $ | (33,858 | ) | $ | (179 | ) | $ | (11,608 | ) | |||||
(3) Net of taxes of $2,825 and $2,900 for the periods ended March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||
(4) Net of taxes of $96 and $110 for the periods ended March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||
Reclassification out of Accumulated Other Comprehensive Income | The reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2015 were as follows: | |||||||||||||||
(Dollars in thousands) | Amounts reclassified from accumulated other comprehensive income (loss) for the quarter ended March 31, 2015 | |||||||||||||||
Details about accumulated other comprehensive income components | Three months ended | Affected line item in the statement where net income is presented | ||||||||||||||
Unrealized gains and losses on derivative instruments: | ||||||||||||||||
145 | Realized gain (loss) | |||||||||||||||
(51 | ) | Tax benefit (expense) | ||||||||||||||
94 | Net of tax | |||||||||||||||
Amortization of defined benefit pension and other post-retirement benefit items: | ||||||||||||||||
Actuarial losses | 412 | -5 | ||||||||||||||
412 | Total before tax | |||||||||||||||
(144 | ) | Tax benefit (expense) | ||||||||||||||
$ | 268 | Net of tax | ||||||||||||||
(5) These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See Note 9 - "Pension Benefits and Other Postretirement Benefit Plans" for additional details. | ||||||||||||||||
The reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2014 were as follows: | ||||||||||||||||
(Dollars in thousands) | Amounts reclassified from accumulated other comprehensive income (loss) for the quarter ended March 31, 2014 | |||||||||||||||
Details about accumulated other comprehensive income components | Three months ended | Affected line item in the statement where net income is presented | ||||||||||||||
Unrealized gains and losses on marketable securities | ||||||||||||||||
$ | 323 | Realized gain (loss) | ||||||||||||||
(113 | ) | Tax benefit (expense) | ||||||||||||||
$ | 210 | Net of tax | ||||||||||||||
Amortization of defined benefit pension and other post-retirement benefit items: | ||||||||||||||||
Actuarial losses | 214 | -5 | ||||||||||||||
214 | Total before tax | |||||||||||||||
(75 | ) | Tax benefit (expense) | ||||||||||||||
$ | 139 | Net of tax | ||||||||||||||
(5) These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See Note 9 - "Pension Benefits and Other Postretirement Benefit Plans" for additional details. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share, for the periods indicated: | |||||||
(In thousands, except per share amounts) | Quarter Ended | |||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Numerator: | ||||||||
Net income (loss) | $ | 13,627 | $ | 14,580 | ||||
Denominator: | ||||||||
Weighted-average shares outstanding - basic | 18,476 | 17,951 | ||||||
Effect of dilutive shares | 474 | 598 | ||||||
Weighted-average shares outstanding - diluted | 18,950 | 18,549 | ||||||
Basic earnings per share: | $ | 0.74 | $ | 0.81 | ||||
Diluted earnings per share: | 0.72 | 0.79 | ||||||
Anti-dilutive shares and Potential Ordinary Shares That Were Not Otherwise Antidilutive excluded From Calculation of Diluted Weighted Average Shares Outstanding | Certain potential ordinary dilutive shares were excluded from the calculation of diluted weighted-average shares outstanding because they would have an anti-dilutive effect on net income per share (see table below). | |||||||
Quarter Ended | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Anti-dilutive shares excluded | — | 42,463 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Summary of Activity Under Stock Option Plans | A summary of the activity under our stock option plans as of March 31, 2015 and changes during the three month period then ended, is presented below: | ||||||||||||
Options Outstanding | Weighted- Average Exercise Price Per Share | Weighted-Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | ||||||||||
Options outstanding at December 31, 2014 | 393,347 | $ | 40.72 | 3.8 | $ | 16,019,130 | |||||||
Options granted | — | — | |||||||||||
Options exercised | (141,097 | ) | 39.93 | ||||||||||
Options forfeited | (850 | ) | 43 | ||||||||||
Options outstanding at March 31, 2015 | 251,400 | 41.06 | 3.7 | 10,344,139 | |||||||||
Options exercisable at March 31, 2015 | 237,412 | 40.42 | 3.3 | 9,920,540 | |||||||||
Options vested or expected to vest at March 31, 2015* | 250,980 | 41.05 | 3.7 | 10,331,431 | |||||||||
* In addition to the vested options, we expect a portion of the unvested options to vest at some point in the future. Options expected to vest are calculated by applying an estimated forfeiture rate to the unvested options. | |||||||||||||
Assumptions Used in Calculation of Fair Value | Below are the assumptions used in the Monte Carlo calculation: | ||||||||||||
31-Mar-15 | 31-Mar-14 | ||||||||||||
Expected volatility | 28.20% | 33.70% | |||||||||||
Expected term (in years) | 3 | 3 | |||||||||||
Risk-free interest rate | 0.96% | 0.67% | |||||||||||
Expected dividend yield | — | — | |||||||||||
Performance-Based Restricted Stock [Member] | |||||||||||||
Restricted Stock Activities | |||||||||||||
Performance-Based Restricted Stock Awards | |||||||||||||
Non-vested awards outstanding at December 31, 2014 | 92,437 | ||||||||||||
Awards granted | 50,798 | ||||||||||||
Stock issued | (20,910 | ) | |||||||||||
Awards forfeited | (6,110 | ) | |||||||||||
Non-vested awards outstanding at March 31, 2015 | 116,215 | ||||||||||||
Time Based Restricted Stock [Member] | |||||||||||||
Restricted Stock Activities | |||||||||||||
Time-Based Restricted Stock Awards | |||||||||||||
Non-vested awards outstanding at December 31, 2014 | 238,386 | ||||||||||||
Awards granted | 62,135 | ||||||||||||
Stock issued | (65,684 | ) | |||||||||||
Awards forfeited | (2,960 | ) | |||||||||||
Non-vested awards outstanding at March 31, 2015 | 231,877 | ||||||||||||
Deferred Stock Units [Member] | |||||||||||||
Restricted Stock Activities | |||||||||||||
Deferred Stock | |||||||||||||
Units | |||||||||||||
Awards outstanding at December 31, 2014 | 30,150 | ||||||||||||
Awards granted | — | ||||||||||||
Stock issued | — | ||||||||||||
Awards outstanding at March 31, 2015 | 30,150 | ||||||||||||
Pension_Benefits_and_Other_Pos1
Pension Benefits and Other Postretirement Benefit Plans (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ||||||||||||||||
Components of net periodic benefit cost | The components of net periodic benefit cost (income) for the periods indicated are: | |||||||||||||||
(Dollars in thousands) | Pension Benefits | Retirement Health and Life Insurance Benefits | ||||||||||||||
Quarter Ended | Quarter Ended | |||||||||||||||
Change in benefit obligation: | March 31, 2015 | March 31, 2014 | March 31, 2015 | March 31, 2014 | ||||||||||||
Service cost | $ | — | $ | — | $ | 150 | $ | 160 | ||||||||
Interest cost | 1,839 | 2,018 | 75 | 83 | ||||||||||||
Expected return on plan assets | (2,771 | ) | (3,227 | ) | — | — | ||||||||||
Amortization of prior service cost | — | — | — | — | ||||||||||||
Amortization of net loss | 413 | 183 | — | 31 | ||||||||||||
Settlement charge | — | 110 | — | — | ||||||||||||
Net periodic benefit cost (income) | $ | (519 | ) | $ | (916 | ) | $ | 225 | $ | 274 | ||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Reportable Segment Information | As a result of the acquisition, we significantly increased our asset holdings. The following table sets forth the total assets allocated to each segment: | ||||||||
(Dollars in thousands) | |||||||||
31-Mar-15 | |||||||||
Assets | |||||||||
Printed Circuit Materials | $ | 332,712 | |||||||
High Performance Foams | 280,585 | ||||||||
Power Electronics Solutions | 330,631 | ||||||||
Other | 41,134 | ||||||||
Total Assets | $ | 985,062 | |||||||
The following table sets forth the information about our segments for the periods indicated: | |||||||||
(Dollars in thousands) | Quarter Ended | ||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Net sales | |||||||||
Printed Circuit Materials | $ | 71,287 | $ | 58,536 | |||||
High Performance Foams | 44,556 | 41,204 | |||||||
Power Electronics Solutions | 38,529 | 40,798 | |||||||
Other | 10,679 | 6,102 | |||||||
Net sales | $ | 165,051 | $ | 146,640 | |||||
Operating income (loss) | |||||||||
Printed Circuit Materials | $ | 12,838 | $ | 11,960 | |||||
High Performance Foams | 3,015 | 5,729 | |||||||
Power Electronics Solutions | 2,368 | 1,565 | |||||||
Other | 1,879 | 2,203 | |||||||
Operating income (loss) | 20,100 | 21,457 | |||||||
Equity income in unconsolidated joint ventures | 919 | 977 | |||||||
Other income (expense), net | (129 | ) | (1,191 | ) | |||||
Interest income (expense), net | (1,006 | ) | (748 | ) | |||||
Income (loss) before income tax expense (benefit) | $ | 19,884 | $ | 20,495 | |||||
Joint_Ventures_Tables
Joint Ventures (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||
Joint Ventures Accounted for Under Equity Method of Accounting | As of March 31, 2015, we had two joint ventures, each 50% owned, which are accounted for under the equity method of accounting. | ||||||||
Joint Venture | Location | Reportable Segment | Fiscal Year-End | ||||||
Rogers INOAC Corporation (RIC) | Japan | High Performance Foams | October 31 | ||||||
Rogers INOAC Suzhou Corporation (RIS) | China | High Performance Foams | December 31 | ||||||
Summarized Information for Joint Ventures | The summarized financial information for the joint ventures for the periods indicated is as follows: | ||||||||
(Dollars in thousands) | Quarter Ended | ||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Net sales | $ | 10,978 | $ | 11,332 | |||||
Gross profit | 3,445 | 3,652 | |||||||
Net income | 1,839 | 1,955 | |||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Debt Disclosure [Abstract] | |||||||||||
Schedule of Maturities of Long-term Debt | The aggregate mandatory principal payments due are as follows: | ||||||||||
2015 | $30.00 | million | |||||||||
2016 | $150.00 | million | |||||||||
Debt Covenants and Fixed Charge Metrics | Relevant Fixed Charge metrics are detailed in the table below: | ||||||||||
Periods | Q1 2014 | Q2 2014 | Q3 2014 | Q4 2014 | Q1 2015 | ||||||
Covenant Limit | 1.75 | 1.75 | 1.75 | 1.75 | 1.75 | ||||||
Actual FCCR | 2.69 | 2.65 | 2.7 | 2.58 | 2.36 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Intangible Assets | Definite Lived Intangible Assets | |||||||||||||||||||||||
(Dollars in thousands) | March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||
Gross Carrying Amount (1) | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount (1) | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
Trademarks and patents | $ | 2,583 | $ | 432 | $ | 2,151 | $ | 1,046 | $ | 364 | $ | 682 | ||||||||||||
Technology | 46,481 | 15,639 | 30,842 | 33,942 | 15,958 | 17,984 | ||||||||||||||||||
Covenant-not-to-compete | 999 | 856 | 143 | 1,016 | 823 | 193 | ||||||||||||||||||
Customer relationships | 50,026 | 5,179 | 44,847 | 19,123 | 4,406 | 14,717 | ||||||||||||||||||
Total definite lived intangible assets | $ | 100,089 | $ | 22,106 | $ | 77,983 | $ | 55,127 | $ | 21,551 | $ | 33,576 | ||||||||||||
Weighted Average Amortization Period, by Intangible Asset Class | The weighted average amortization period as of March 31, 2015, by intangible asset class, is presented in the table below: | |||||||||||||||||||||||
Intangible Asset Class | Weighted Average Amortization Period | |||||||||||||||||||||||
Trademarks and patents | 4.2 | |||||||||||||||||||||||
Technology | 4.7 | |||||||||||||||||||||||
Covenant not-to-compete | 1 | |||||||||||||||||||||||
Customer relationships | 6.1 | |||||||||||||||||||||||
Total other intangible assets | 5.5 | |||||||||||||||||||||||
Changes in the Carrying Amount of Goodwill, by Segment | The changes in the carrying amount of goodwill for the period ending March 31, 2015, by segment, was as follows: | |||||||||||||||||||||||
(Dollars in thousands) | Printed Circuit Materials | High Performance Foams | Power Electronics Solutions | Other | Total | |||||||||||||||||||
December 31, 2014 | $ | — | $ | 23,565 | $ | 72,438 | $ | 2,224 | $ | 98,227 | ||||||||||||||
Foreign currency translation adjustment | — | (275 | ) | (8,322 | ) | — | (8,597 | ) | ||||||||||||||||
Arlon acquisition | 51,862 | 33,517 | — | — | 85,379 | |||||||||||||||||||
March 31, 2015 | $ | 51,862 | $ | 56,807 | $ | 64,116 | $ | 2,224 | $ | 175,009 | ||||||||||||||
Fair_Value_Measurements_Variou
Fair Value Measurements (Various Instruments That Require Fair Value Measurement) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | $473 | ($18) |
Copper derivative contracts | 290 | 355 |
Interest rate swap | -128 | -144 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | 0 | 0 |
Copper derivative contracts | 0 | 0 |
Interest rate swap | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | 473 | -18 |
Copper derivative contracts | 290 | 355 |
Interest rate swap | -128 | -144 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | 0 | 0 |
Copper derivative contracts | 0 | 0 |
Interest rate swap | $0 | $0 |
Hedging_Transactions_and_Deriv2
Hedging Transactions and Derivative Financial Instruments (Additional Information) (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Jul. 13, 2011 | Jul. 31, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||||
Revolving credit outstanding borrowings | $0 | $0 | $100,000,000 | |
Interest rate spread over variable rate (percent) | 1.75% | |||
Bank Term Loan [Member] | ||||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||||
Number of derivative contracts related to minimizing risk associated with potential rise in copper prices (contract) | 17 | |||
Interest rate swap derivative, percentage of debt hedged (percent) | 65.00% | |||
Term loan debt | 55,000,000 | |||
Revolving credit outstanding borrowings | $125,000,000 | |||
LIBOR [Member] | Bank Term Loan [Member] | ||||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||||
Variable interest rate (percent) | 0.19% | |||
Interest rate spread over variable rate (percent) | 1.75% |
Hedging_Transactions_and_Deriv3
Hedging Transactions and Derivative Financial Instruments (Notional Values of Derivative Instruments) (Details) | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 |
Copper, April 2015 - June 2015 [Member] | Copper July 2015 - September 2015 [Member] | Copper, October 2015 - December 2015 [Member] | Copper, January 2016 - March 2016 [Member] | Copper, April 2016 - June 2016 [Member] | Copper, July 2016 - September 2016 [Member] | CNY/EUR Notional Amount of Foreign Currency Derivatives [Member] | USD/EUR Notional Amount of Foreign Currency Derivatives [Member] | EUR/USD Notional Amount of Foreign Currency Derivatives [Member] | JPY/USD Notional Amount of Foreign Currency Derivatives [Member] | HUF/EUR Notional Amount of Foreign Currency Derivatives [Member] | JPY/EUR Notional Amount of Foreign Currency Derivatives [Member] | CNY/USD Notional Amount of Foreign Currency Derivatives [Member] | |
CNY | USD ($) | EUR (€) | JPY (¥) | HUF | JPY (¥) | CNY | |||||||
Derivative [Line Items] | |||||||||||||
Notional Value of Copper Derivatives | 150 | 135 | 123 | 100 | 50 | 20 | |||||||
Notional Amount of Foreign Currency Derivatives | 683,664 | $3,000,000 | € 10,062,000 | ¥ 160,000,000 | 30,000,000 | ¥ 180,000,000 | 141,000,000 |
Hedging_Transactions_and_Deriv4
Hedging Transactions and Derivative Financial Instruments (Effect and Fair Value of Derivative Instruments) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative [Line Items] | ||
Contracts designated as hedging instruments, Other comprehensive income (loss), Amount of gain (loss) | $197 | |
Designated as Hedging Instrument [Member] | Interest Rate Swap Instrument [Member] | ||
Derivative [Line Items] | ||
Contracts designated as hedging instruments, Other comprehensive income (loss), Amount of gain (loss) | -128 | -269 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative [Line Items] | ||
Contracts designated as hedging instruments, Other comprehensive income (loss), Amount of gain (loss) | -250 | -7 |
Not Designated as Hedging Instrument [Member] | Copper Derivative Instruments [Member] | ||
Derivative [Line Items] | ||
Contracts designated as hedging instruments, Other comprehensive income (loss), Amount of gain (loss) | ($290) | ($1,027) |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $30,672 | $26,787 |
Work-in-process | 23,094 | 16,564 |
Finished goods | 28,473 | 25,277 |
Total Inventory | $82,239 | $68,628 |
Acquisition_Additional_Informa
Acquisition (Additional Information) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 2 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 22, 2015 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Weighted average amortization period | 5 years 6 months | |||
Annual amortization expense | $2,400,000 | $1,500,000 | ||
Annual Future Amortization Expense | ||||
Anticipated future amortization expense for remainder of 2015 | 8,000,000 | 8,000,000 | ||
Anticipated future amortization expense for 2016 | 10,200,000 | 10,200,000 | ||
Anticipated future amortization expense for 2017 | 9,900,000 | 9,900,000 | ||
Anticipated future amortization expense for 2018 | 9,400,000 | 9,400,000 | ||
Anticipated future amortization expense for 2019 | 8,900,000 | 8,900,000 | ||
Customer relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period | 6 years 1 month | |||
Arlon [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | 157,000,000 | |||
Intangible assets | 50,020,000 | |||
Annual Future Amortization Expense | ||||
Anticipated future amortization expense for remainder of 2015 | 4,400,000 | |||
Anticipated future amortization expense for 2016 | 5,800,000 | |||
Anticipated future amortization expense for 2017 | 5,800,000 | |||
Anticipated future amortization expense for 2018 | 5,800,000 | |||
Anticipated future amortization expense for 2019 | 5,800,000 | |||
Transaction costs | 1,500,000 | 1,500,000 | ||
Revenues | 20,200,000 | |||
Arlon [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Annual amortization expense | 1,800,000 | |||
Arlon [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Annual amortization expense | 5,300,000 | |||
Arlon [Member] | Developed technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 15,800,000 | |||
Weighted average amortization period | 5 years 8 months | |||
Arlon [Member] | Customer relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 32,700,000 | |||
Weighted average amortization period | 6 years 0 months | |||
Arlon [Member] | Trademarks [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 1,600,000 | |||
Weighted average amortization period | 3 years 2 months | |||
Arlon [Member] | Revolving Credit Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from line of credit | $125,000,000 | $125,000,000 |
Acquisition_Assets_and_Liabili
Acquisition (Assets and Liabilities Acquired) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Jan. 22, 2015 |
In Thousands, unless otherwise specified | |||
Assets: | |||
Goodwill | $175,009 | $98,227 | |
Arlon [Member] | |||
Assets: | |||
Cash | 142 | ||
Accounts receivable | 17,301 | ||
Other current assets | 856 | ||
Inventory | 10,029 | ||
Deferred income tax assets, current | 1,035 | ||
Property, plant & equipment | 30,807 | ||
Intangible assets | 50,020 | ||
Goodwill | 85,379 | ||
Total assets | 195,569 | ||
Liabilities: | |||
Accounts payable | 4,958 | ||
Other current liabilities | 4,249 | ||
Deferred tax liability | 23,706 | ||
Other long-term liabilities | 4,555 | ||
Total liabilities | 37,468 | ||
Fair value of net assets acquired | $158,101 |
Acquisition_Pro_Forma_Informat
Acquisition (Pro Forma Information) (Details) (Arlon [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Arlon [Member] | |
Business Acquisition [Line Items] | |
Net sales | $173,000 |
Net income | $17,393 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Components of Accumulated Other Comprehensive Income or Loss) (Details) (USD $) | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | ($65,094) | ($11,450) | ||||
Other comprehensive income before reclassifications | -27,856 | -507 | ||||
Amounts reclassified from accumulated other comprehensive income | 362 | 349 | ||||
Net current-period other comprehensive income | -27,494 | -158 | ||||
Ending balance | -92,588 | -11,608 | ||||
AOCI, Pension and other postretirement benefit plans, tax | 11,807 | 2,825 | 11,952 | 2,900 | ||
AOCI, Cumulative changes in net gain (loss) from cash flow hedges, tax | 50 | 96 | 50 | 110 | ||
Foreign currency translation adjustments [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | -14,193 | 22,756 | ||||
Other comprehensive income before reclassifications | -27,980 | -327 | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||||
Net current-period other comprehensive income | -27,980 | -327 | ||||
Ending balance | -42,173 | 22,429 | ||||
Funded status of pension plans and other postretirement benefits [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | -50,808 | [1] | -33,997 | [2] | ||
Other comprehensive income before reclassifications | 0 | [1] | 0 | [2] | ||
Amounts reclassified from accumulated other comprehensive income | 268 | [1] | 139 | [2] | ||
Net current-period other comprehensive income | 268 | [1] | 139 | [2] | ||
Ending balance | -50,540 | [1] | -33,858 | [2] | ||
Unrealized gain (loss) on derivative instruments [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | -93 | [3] | -209 | [4] | ||
Other comprehensive income before reclassifications | 124 | [3] | -180 | [4] | ||
Amounts reclassified from accumulated other comprehensive income | 94 | [3] | 210 | [4] | ||
Net current-period other comprehensive income | 218 | [3] | 30 | [4] | ||
Ending balance | $125 | [3] | ($179) | [4] | ||
[1] | Net of taxes of $11,807 and $11,952 for the periods ended March 31, 2015 and December 31, 2014, respectively. | |||||
[2] | Net of taxes of $2,825 and $2,900 for the periods ended March 31, 2014 and December 31, 2013, respectively. | |||||
[3] | Net of taxes of $50 and $50 for the periods ended March 31, 2015 and December 31, 2014, respectively. | |||||
[4] | Net of taxes of $96 and $110 for the periods ended March 31, 2014 and December 31, 2013, respectively. |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Income (Loss) (Reclassification) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other income (expense), net | ($129) | ($1,191) | ||
Income before income tax expense | 19,884 | 20,495 | ||
Income tax benefit (expense) | -6,257 | -5,915 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized gains and losses on marketable securities[Member] | ||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other income (expense), net | 323 | |||
Income tax benefit (expense) | -113 | |||
Net income (loss) | 210 | |||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized gain (loss) on derivative instruments [Member] | ||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other income (expense), net | 145 | |||
Income tax benefit (expense) | -51 | |||
Net income (loss) | 94 | |||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Amortization of defined benefit pension and other post-retirement benefit items [Member] | ||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||
Actuarial losses | 412 | [1] | 214 | [1] |
Income before income tax expense | 412 | 214 | ||
Income tax benefit (expense) | -144 | -75 | ||
Net income (loss) | $268 | $139 | ||
[1] | These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See Note 9 - "Pension Benefits and Other Postretirement Benefit Plans" for additional details. |
Earnings_Per_Share_Computation
Earnings Per Share (Computation of Basic and Diluted) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net income (loss) | $13,627 | $14,580 |
Denominator: | ||
Weighted-average shares outstanding - basic (shares) | 18,475,507 | 17,950,843 |
Effect of dilutive stock options (shares) | 474,000 | 598,000 |
Weighted-average shares outstanding - diluted (shares) | 18,949,594 | 18,549,458 |
Basic earnings per share (in dollars per share) | $0.74 | $0.81 |
Diluted earnings per share (in dollars per share) | $0.72 | $0.79 |
Earnings_Per_Share_Anti_Diluti
Earnings Per Share (Anti Dilutive Shares Excluded) (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares excluded (shares) | 0 | 42,463 |
StockBased_Compensation_Additi
Stock-Based Compensation (Additional Information) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
offering_period | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Options exercised, total intrinsic value | $5,700,000 | |
Total amount of cash received from exercise of options | 5,300,000 | |
Employee Stock Purchase Plan [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Compensation expense (income) | 100,000 | 100,000 |
Employee stock purchase plan, number of offering (offering period) | 2 | |
Employee stock purchase plan, offering period (months) | 6 months | |
Employee stock purchase plan, purchase price discount (percent) | 15.00% | |
Stock Options [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Stock options, contractual term (years) | 10 years | |
Stock-based compensation, approximate forfeitures rate (percent) | 3.00% | |
Compensation expense (income) | 100,000 | 100,000 |
Performance-Based Restricted Stock [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Stock-based compensation, approximate forfeitures rate (percent) | 7.00% | |
Compensation expense (income) | 300,000 | 600,000 |
Restricted stock award program, measurement period (years) | 3 years | |
Expected dividend yield (percent) | 0.00% | 0.00% |
Restricted stock award program, payment of award as percentage of target (percent) | 118.20% | |
Performance-Based Restricted Stock [Member] | Minimum [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Restricted stock award program, awarded shares as a percentage of the original award amount (percent) | 0.00% | |
Performance-Based Restricted Stock [Member] | Maximum [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Restricted stock award program, awarded shares as a percentage of the original award amount (percent) | 200.00% | |
Time Based Restricted Stock [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Stock-based compensation, approximate forfeitures rate (percent) | 7.00% | |
Compensation expense (income) | 1,100,000 | 900,000 |
Time Based Restricted Stock [Member] | 2012 Grants [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Restricted stock award program, vesting period (years) | 3 years | |
Time Based Restricted Stock [Member] | 2011 Grants [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Restricted stock award program, vesting period (years) | 4 years | |
Deferred Stock Units [Member] | ||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||
Compensation expense (income) | $0 | $0 |
StockBased_Compensation_Summar
Stock-Based Compensation (Summary of Activity Under Stock Option Plans) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | ||
Options Outstanding | |||
Beginning Balance (shares) | 393,347 | ||
Options granted (shares) | 0 | ||
Options exercised (shares) | -141,097 | ||
Options forfeited (shares) | -850 | ||
Ending Balance (shares) | 251,400 | 393,347 | |
Options exercisable (shares) | 237,412 | ||
Options vested or expected to vest (shares) | 250,980 | [1] | |
Weighted- Average Exercise Price Per Share | |||
Beginning Balance, Weighted-Average Exercise Price Per Share, (dollars per share) | $40.72 | ||
Options granted | $0 | ||
Options exercised | $39.93 | ||
Options forfeited | $43 | ||
Ending Balance, Weighted-Average Exercise Price Per Share, (dollars per share) | $41.06 | $40.72 | |
Options exercisable, Weighted-Average Exercise Price Per Share, (dollars per share) | $40.42 | ||
Options vested or expected to vest, Weighted-Average Exercise Price Per Share, (dollars per share) | $41.05 | [1] | |
Weighted-Average Remaining Contractual Life in Years | |||
Options outstanding | 3 years 8 months | 3 years 9 months | |
Options exercisable, Weighted-Average Remaining Contractual Life in Years (years) | 3 years 4 months | ||
Options vested or expected to vest, Weighted-Average Remaining Contractual Life in Years (years) | 3 years 8 months | [1] | |
Aggregate Intrinsic Value | |||
Options outstanding | $10,344,139 | $16,019,130 | |
Options exercisable, Aggregate Intrinsic Value | 9,920,540 | ||
Options vested or expected to vest, Aggregate Intrinsic Value | $10,331,431 | [1] | |
[1] | In addition to the vested options, we expect a portion of the unvested options to vest at some point in the future. Options expected to vest are calculated by applying an estimated forfeiture rate to the unvested options. |
StockBased_Compensation_Monte_
Stock-Based Compensation (Monte Carlo Calculation Assumptions) (Details) (Performance-Based Restricted Stock [Member]) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Performance-Based Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (percent) | 28.20% | 33.70% |
Expected term (years) | 3 years | 3 years |
Risk-free interest rate (percent) | 0.96% | 0.67% |
Expected dividend yield (percent) | 0.00% | 0.00% |
StockBased_Compensation_Perfor
Stock-Based Compensation (Performance Based Restricted Stock Awards) (Details) (Performance-Based Restricted Stock [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
Performance-Based Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested awards outstanding at beginning balance (shares) | 92,437 |
Awards granted (shares) | 50,798 |
Stock issued (shares) | -20,910 |
Awards forfeited (shares) | -6,110 |
Non-vested awards outstanding ending balance (shares) | 116,215 |
StockBased_Compensation_Time_B
Stock-Based Compensation (Time Based Restricted Stock Awards) (Details) (Time Based Restricted Stock [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
Time Based Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested awards outstanding at beginning balance (shares) | 238,386 |
Awards granted (shares) | 62,135 |
Stock issued (shares) | -65,684 |
Awards forfeited (shares) | -2,960 |
Non-vested awards outstanding ending balance (shares) | 231,877 |
StockBased_Compensation_Deferr
Stock-Based Compensation (Deferred Stock Units) (Details) (Deferred Stock Units [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
Deferred Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested awards outstanding at beginning balance (shares) | 30,150 |
Awards granted (shares) | 0 |
Stock issued (shares) | 0 |
Non-vested awards outstanding ending balance (shares) | 30,150 |
Pension_Benefits_and_Other_Pos2
Pension Benefits and Other Postretirement Benefit Plans (Components of Net Periodic Benefit Cost) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $1,839 | $2,018 |
Expected return on plan assets | -2,771 | -3,227 |
Amortization of net loss | 413 | 183 |
Settlement charge | 110 | |
Net periodic benefit cost (income) | -519 | -916 |
Retirement Health and Life Insurance Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 150 | 160 |
Interest cost | 75 | 83 |
Amortization of prior service cost | 0 | |
Amortization of net loss | 31 | |
Net periodic benefit cost (income) | $225 | $274 |
Pension_Benefits_and_Other_Pos3
Pension Benefits and Other Postretirement Benefit Plans (Additional Information) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 22, 2015 | |
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||
Employer contributions | $0 | $800,000 | |
Pension Benefits [Member] | |||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||
Settlement charge | 110,000 | ||
Pension Benefits [Member] | Former President and Chief Executive Officer [Member] | |||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||
Benefit payments | 800,000 | ||
Settlement charge | 100,000 | ||
Pension Benefits [Member] | Arlon [Member] | |||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||
Benefit obligation assumed | $2,000,000 |
Segment_Information_Assets_by_
Segment Information (Assets by Reportable Segment) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ||
Assets | $985,062 | $835,117 |
Reportable Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 985,062 | |
Reportable Segment [Member] | Printed Circuit Materials [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 332,712 | |
Reportable Segment [Member] | High Performance Foams [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 280,585 | |
Reportable Segment [Member] | Power Electronics Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 330,631 | |
Reportable Segment [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $41,134 |
Segment_Information_Income_by_
Segment Information (Income by Reportable Segments) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Net sales | $165,051 | $146,640 |
Operating income (loss) | 20,100 | 21,457 |
Equity income in unconsolidated joint ventures | 919 | 977 |
Other income (expense), net | -129 | -1,191 |
Interest income (expense), net | -1,006 | -748 |
Income (loss) before income tax expense (benefit) | 19,884 | 20,495 |
Reportable Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 165,051 | 146,640 |
Operating income (loss) | 20,100 | 21,457 |
Equity income in unconsolidated joint ventures | 919 | 977 |
Other income (expense), net | -129 | -1,191 |
Interest income (expense), net | -1,006 | -748 |
Income (loss) before income tax expense (benefit) | 19,884 | 20,495 |
Reportable Segment [Member] | Printed Circuit Materials [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 71,287 | 58,536 |
Operating income (loss) | 12,838 | 11,960 |
Reportable Segment [Member] | High Performance Foams [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 44,556 | 41,204 |
Operating income (loss) | 3,015 | 5,729 |
Reportable Segment [Member] | Power Electronics Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 38,529 | 40,798 |
Operating income (loss) | 2,368 | 1,565 |
Reportable Segment [Member] | Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 10,679 | 6,102 |
Operating income (loss) | $1,879 | $2,203 |
Joint_Ventures_Additional_Info
Joint Ventures (Additional Information) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Entity | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of joint ventures that are 50% owned (entity) | 2 | |
Equity income related to joint ventures | $919 | $977 |
Rogers INOAC Corporation [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest in joint venture (percent) | 50.00% | |
Rogers INOAC Suzhou Corporation [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest in joint venture (percent) | 50.00% |
Joint_Ventures_Accounted_for_U
Joint Ventures (Accounted for Under Equity Method of Accounting) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |
Fiscal Year-End | -19 |
Rogers INOAC Corporation [Member] | JAPAN [Member] | High Performance Foams [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Fiscal Year-End | -21 |
Rogers INOAC Suzhou Corporation [Member] | CHINA [Member] | High Performance Foams [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Fiscal Year-End | -19 |
Joint_Ventures_Summarized_Info
Joint Ventures (Summarized Information for Joint Ventures) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Net sales | $10,978 | $11,332 |
Gross profit | 3,445 | 3,652 |
Net income | $1,839 | $1,955 |
Debt_Additional_Information_De
Debt (Additional Information) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||
Mar. 31, 2015 | Mar. 31, 2014 | Jul. 31, 2011 | Jul. 13, 2011 | Dec. 31, 2012 | Jan. 22, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2011 | Nov. 23, 2010 | Jul. 31, 2013 | |
Debt Instrument [Line Items] | ||||||||||||
Credit agreement, maximum borrowing capacity | $165,000,000 | |||||||||||
Revolving credit outstanding borrowings | 0 | 100,000,000 | 0 | |||||||||
FCCR covenant limit | 1.75 | 1.75 | 1.75 | 1.75 | 1.75 | |||||||
Actual leverage ratio | 1.51 | |||||||||||
Actual FCCR | 2.36 | 2.69 | 2.58 | 2.7 | 2.65 | |||||||
Capitalized debt issuance costs | 100,000 | 700,000 | 1,600,000 | |||||||||
Amortization expense, debt issue costs | 100,000 | 100,000 | ||||||||||
Capitalized debt issuance costs, net | 600,000 | |||||||||||
Repayment of debt principal | 5,065,000 | 3,826,000 | ||||||||||
LIBOR in Effect at Period End | 0.19% | |||||||||||
Interest rate spread over variable rate (percent) | 1.75% | |||||||||||
Irrevocable standby letters of credit | 1,400,000 | |||||||||||
Option to buy out capital lease, year | 2013 | |||||||||||
Capital lease, expiration date | 2021 | |||||||||||
Capital lease obligation | 5,900,000 | |||||||||||
Amortization expense related to the capital lease | 100,000 | 100,000 | ||||||||||
Capital lease accumulated depreciation | 1,700,000 | 1,600,000 | ||||||||||
Interest expense on outstanding debt | 800,000 | 500,000 | ||||||||||
Unused commitment fee | 100,000 | |||||||||||
Interest expense on capital lease | 100,000 | 100,000 | ||||||||||
Credit Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable rate lower range basis spread | 0.75% | |||||||||||
Variable rate higher range basis spread | 1.50% | |||||||||||
Line of credit, interest rate description | The base reference rate is the greater of the prime rate; federal funds effective rate plus 50 basis points; and adjusted LIBOR plus 100 basis points. | |||||||||||
Credit Agreement [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio | 3 | |||||||||||
FCCR covenant limit | 1.75 | |||||||||||
Interest Rate Swap [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of interest rate swap liability | 300,000 | |||||||||||
Bank Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit outstanding borrowings | 125,000,000 | |||||||||||
Term loan debt | 55,000,000 | |||||||||||
Interest rate swap derivative, percentage of debt hedged (percent) | 65.00% | |||||||||||
Bank Term Loan [Member] | Cash Flow Hedging [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate swap derivative, percentage of debt hedged (percent) | 65.00% | |||||||||||
Bank Term Loan [Member] | One Month LIBOR [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate spread over variable rate (percent) | 1.75% | |||||||||||
Amended Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit agreement, maximum borrowing capacity | 265,000,000 | |||||||||||
Credit agreement, agreement period | 5 years | |||||||||||
Reduction in interest costs | 0.25% | |||||||||||
Revolving credit outstanding borrowings | 125,000,000 | |||||||||||
Payments commencement date | 30-Sep-11 | |||||||||||
Repayment of debt principal | 5,000,000 | 3,800,000 | ||||||||||
Required payment on debt obligation within the next 12 months | 42,500,000 | |||||||||||
Amended Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unused commitment fee percentage | 0.20% | |||||||||||
Amended Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unused commitment fee percentage | 0.35% | |||||||||||
Amended Credit Facility [Member] | Federal Funds Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable rate lower range basis spread | 0.50% | |||||||||||
Amended Credit Facility [Member] | One Month LIBOR [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable rate higher range basis spread | 1.00% | |||||||||||
Amended Credit Facility [Member] | Bank Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit agreement, maximum borrowing capacity | 100,000,000 | |||||||||||
Eurocurrency loans [Member] | Credit Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit, LIBOR rate, minimum spread | 1.75% | |||||||||||
Line of credit, LIBOR rate, maximum spread | 2.50% | |||||||||||
Revolving Credit Facility [Member] | Arlon [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from line of credit | $125,000,000 | $125,000,000 |
Debt_Aggregate_Payments_Detail
Debt (Aggregate Payments) (Details) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $30 |
2016 | $150 |
Debt_Fixed_Charge_Metrics_Deta
Debt (Fixed Charge Metrics) (Details) | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 |
Debt Disclosure [Abstract] | |||||
Covenant Limit | 1.75 | 1.75 | 1.75 | 1.75 | 1.75 |
Actual FCCR | 2.36 | 2.58 | 2.7 | 2.65 | 2.69 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Intangible Assets) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $100,089 | [1] | $55,127 | [1] |
Accumulated Amortization | 22,106 | 21,551 | ||
Net Carrying Amount | 77,983 | 33,576 | ||
Trademarks and patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 2,583 | [1] | 1,046 | [1] |
Accumulated Amortization | 432 | 364 | ||
Net Carrying Amount | 2,151 | 682 | ||
Technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 46,481 | [1] | 33,942 | [1] |
Accumulated Amortization | 15,639 | 15,958 | ||
Net Carrying Amount | 30,842 | 17,984 | ||
Covenant not-to-compete [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 999 | [1] | 1,016 | [1] |
Accumulated Amortization | 856 | 823 | ||
Net Carrying Amount | 143 | 193 | ||
Customer relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 50,026 | [1] | 19,123 | [1] |
Accumulated Amortization | 5,179 | 4,406 | ||
Net Carrying Amount | $44,847 | $14,717 | ||
[1] | Gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations. |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Additional Information) (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jan. 22, 2015 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||
Goodwill | $175,009,000 | $98,227,000 | ||
Amortization expense | 2,400,000 | 1,500,000 | ||
Annual Future Amortization Expense | ||||
Anticipated future amortization expense for remainder of 2015 | 8,000,000 | |||
Anticipated future amortization expense for 2016 | 10,200,000 | |||
Anticipated future amortization expense for 2017 | 9,900,000 | |||
Anticipated future amortization expense for 2018 | 9,400,000 | |||
Anticipated future amortization expense for 2019 | 8,900,000 | |||
Arlon [Member] | ||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||
Intangible assets | 50,020,000 | |||
Goodwill | 85,379,000 | |||
Annual Future Amortization Expense | ||||
Anticipated future amortization expense for remainder of 2015 | 4,400,000 | |||
Anticipated future amortization expense for 2016 | 5,800,000 | |||
Anticipated future amortization expense for 2017 | 5,800,000 | |||
Anticipated future amortization expense for 2018 | 5,800,000 | |||
Anticipated future amortization expense for 2019 | 5,800,000 | |||
Curamik [Member] | Unclassified Indefinite-lived Intangible Assets [Member] | ||||
Annual Future Amortization Expense | ||||
Intangible assets | $5,300,000 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Weighted Average Amortization Period by Intangible Asset Class) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 5 years 6 months |
Trademarks and patents [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 4 years 2 months |
Technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 4 years 8 months |
Covenant not-to-compete [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 1 year 0 months |
Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 6 years 1 month |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets (Changes in Carrying Amount of Goodwill by Segment) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Roll Forward] | |
Beginning Balance | $98,227 |
Foreign currency translation adjustment | -8,597 |
Arlon acquisition | 85,379 |
Ending Balance | 175,009 |
Printed Circuit Materials [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 0 |
Foreign currency translation adjustment | 0 |
Arlon acquisition | 51,862 |
Ending Balance | 51,862 |
High Performance Foams [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 23,565 |
Foreign currency translation adjustment | -275 |
Arlon acquisition | 33,517 |
Ending Balance | 56,807 |
Power Electronics Solutions [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 72,438 |
Foreign currency translation adjustment | -8,322 |
Arlon acquisition | 0 |
Ending Balance | 64,116 |
Other [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 2,224 |
Foreign currency translation adjustment | 0 |
Arlon acquisition | 0 |
Ending Balance | $2,224 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 15 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2015 | |
claim | claim | ||||
LegalMatter | LegalMatter | ||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of pending claims (legal matter) | 424 | 438 | 424 | ||
Description of named defendants | Cases involving us typically name 50-300 defendants | ||||
Number of claims dismissed | 62 | 104 | |||
Number of claims settled (claim) | 0 | 13 | |||
Claims settlements amount | $0 | $3,200,000 | |||
Cost sharing agreement, expiration date | 25-Jan-15 | ||||
Asbestos-related liabilities, estimated liability | 56,500,000 | ||||
Asbestos-related liabilities, estimated insurance recovery | 53,000,000 | ||||
Minimum [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of defendants (defendant) | 1 | ||||
Maximum [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of defendants (defendant) | 833 | ||||
Asbestos forcast claim period (years) | 10 years | 10 years | |||
Superfund Sites Proceedings [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of pending claims (legal matter) | 1 | 1 | |||
Estimated total cleanup costs, cost sharing percentage (percent) | 2.00% | ||||
Loss contingency, minimum possible loss | 18,800,000 | ||||
Loss contingency, maximum possible loss | 29,600,000 | ||||
Estimated total cleanup costs, accrual | 400,000 | 400,000 | |||
PCB Contamination Proceedings [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Estimated total cleanup costs, accrual | 700,000 | 700,000 | |||
Accrual for environmental loss contingencies | 200,000 | 200,000 | |||
Remediation and monitoring costs incurred since inception related to the PCB soil and building contamination | 500,000 | 2,400,000 | |||
Connecticut Voluntary Corrective Action Program [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
PCB contamination of the building, liability recording during the period | 100,000 | ||||
Claim of Improper Relationship Termination [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Claims settlements amount | $500,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (percent) | 31.50% | 28.90% |
Statutory rate (percent) | 35.00% | 35.00% |
Unrecognized tax benefits, interest and penalties accrued | $1.20 | |
Unrecognized tax benefits | 12.1 | |
Unrecognized tax benefits that would decrease the effective tax rate if recognized | $12 |