Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 20, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ROGERS CORP | |
Trading Symbol | ROG | |
Entity Central Index Key | 84,748 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 17,937,502 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Income Statement [Abstract] | |||||
Net sales | [1] | $ 160,366 | $ 163,052 | $ 488,515 | $ 463,187 |
Cost of sales | 100,836 | 98,504 | 306,041 | 287,583 | |
Gross margin | 59,530 | 64,548 | 182,474 | 175,604 | |
Selling, general and administrative expenses | 29,190 | 30,182 | 98,363 | 92,279 | |
Research and development expenses | 7,285 | 5,977 | 20,446 | 17,259 | |
Operating income | 23,055 | 28,389 | 63,665 | 66,066 | |
Equity income in unconsolidated joint ventures | 877 | 953 | 2,187 | 2,992 | |
Other income (expense), net | (756) | (107) | (1,404) | (1,374) | |
Interest expense, net | (1,126) | (698) | (3,435) | (2,167) | |
Income before income tax expense | 22,050 | 28,537 | 61,013 | 65,517 | |
Income tax expense | 9,595 | 8,149 | 21,392 | 19,647 | |
Net income | $ 12,455 | $ 20,388 | $ 39,621 | $ 45,870 | |
Basic earnings per share (in dollars per share) | $ 0.68 | $ 1.12 | $ 2.14 | $ 2.53 | |
Diluted earnings per share (in dollars per share) | $ 0.67 | $ 1.09 | $ 2.10 | $ 2.46 | |
Shares used in computing: | |||||
Basic net income per share (shares) | 18,430 | 18,259 | 18,511 | 18,123 | |
Diluted net income per share (shares) | 18,650 | 18,734 | 18,885 | 18,657 | |
[1] | Net sales were allocated to countries based on the location of the customer. |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 12,455 | $ 20,388 | $ 39,621 | $ 45,870 |
Foreign currency translation adjustment | (2,067) | (23,692) | (21,317) | (25,421) |
Derivative instruments designated as cash flow hedges: | ||||
Unrealized gain (loss) on derivative instruments held at period end, net of tax (Note 6) | (19) | 53 | (179) | (115) |
Unrealized gain (loss) reclassified into earnings | (1) | (77) | 93 | 210 |
Pension and postretirement benefit plans reclassified into earnings, net of tax (Note 6): | ||||
Amortization of loss | 277 | 132 | 808 | 395 |
Other comprehensive income (loss) | (1,810) | (23,584) | (20,595) | (24,931) |
Comprehensive income (loss) | $ 10,645 | $ (3,196) | $ 19,026 | $ 20,939 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 192,606 | $ 237,375 |
Accounts receivable, less allowance for doubtful accounts of $945 and $476 | 102,396 | 94,876 |
Accounts receivable from joint ventures | 3,223 | 1,760 |
Accounts receivable, other | 1,507 | 1,823 |
Taxes receivable | 1,953 | 606 |
Inventories | 85,536 | 68,628 |
Prepaid income taxes | 3,661 | 4,586 |
Deferred income taxes | 9,878 | 8,527 |
Asbestos-related insurance receivables | 6,827 | 6,827 |
Other current assets | 8,423 | 7,046 |
Assets held for sale | 8,469 | |
Total current assets | 424,479 | 432,054 |
Property, plant and equipment, net of accumulated depreciation of $234,005 and $225,092 | 180,145 | 150,420 |
Investments in unconsolidated joint ventures | 17,938 | 17,214 |
Deferred income taxes | 13,362 | 44,853 |
Pension asset | 403 | 403 |
Goodwill | 177,604 | 98,227 |
Other intangible assets | 77,577 | 38,340 |
Asbestos-related insurance receivables | 46,186 | 46,186 |
Other long-term assets | 6,275 | 7,420 |
Total assets | 943,969 | 835,117 |
Current liabilities | ||
Accounts payable | 24,352 | 20,020 |
Accrued employee benefits and compensation | 21,604 | 33,983 |
Accrued income taxes payable | 10,049 | 6,103 |
Current portion of lease obligation | 287 | 747 |
Current portion of long term debt | 3,094 | 35,000 |
Asbestos-related liabilities | 6,827 | 6,827 |
Other accrued liabilities | 20,370 | 17,765 |
Liabilities held for sale | 1,743 | |
Total current liabilities | 88,326 | 120,445 |
Long term lease obligation | 5,772 | 6,042 |
Long term debt | 176,219 | 25,000 |
Pension liability | 13,150 | 17,652 |
Retiree health care and life insurance benefits | 8,768 | 8,768 |
Asbestos-related liabilities | 49,718 | 49,718 |
Non-current income tax | 12,702 | 10,544 |
Deferred income taxes | 9,889 | 14,647 |
Other long-term liabilities | 3,298 | 338 |
Shareholders’ Equity | ||
Capital Stock - $1 par value; 50,000 authorized shares; 17,982 and 18,404 shares outstanding | 17,982 | 18,404 |
Additional paid-in capital | 112,785 | 137,225 |
Retained earnings | 531,049 | 491,428 |
Accumulated other comprehensive income (loss) | (85,689) | (65,094) |
Total shareholders' equity | 576,127 | 581,963 |
Total liabilities and shareholders' equity | $ 943,969 | $ 835,117 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 945 | $ 476 |
Property, plant and equipment, accumulated depreciation | $ 234,005 | $ 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) | 17,892,000 | 18,403,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Capital Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
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 | 39,621 | 39,621 | |||
Other comprehensive income (loss) | (20,595) | (20,595) | |||
Stock options exercised | 6,539 | 164 | 6,375 | ||
Stock issued to directors | 0 | 15 | (15) | ||
Shares issued for employees stock purchase plan | 727 | 14 | 713 | ||
Shares issued for restricted stock | (2,405) | 63 | (2,468) | ||
Shares repurchased | (37,457) | (678) | (36,779) | ||
Stock-based compensation expense | 7,734 | 7,734 | |||
Ending Balance at Sep. 30, 2015 | $ 576,127 | $ 17,982 | $ 112,785 | $ 531,049 | $ (85,689) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities: | ||
Net income | $ 39,621 | $ 45,870 |
Adjustments to reconcile net income to cash from operating activities: | ||
Depreciation and amortization | 25,209 | 19,858 |
Stock-based compensation expense | 7,734 | 5,652 |
Deferred income taxes | 2,505 | 514 |
Equity in undistributed income of unconsolidated joint ventures | (2,187) | (2,992) |
Dividends received from unconsolidated joint ventures | 780 | 905 |
Pension and postretirement benefits | (858) | (2,257) |
Loss (gain) from the sale of property, plant and equipment | 8 | (102) |
Changes in operating assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | 3,186 | (22,775) |
Accounts receivable, joint ventures | (1,148) | (274) |
Inventories | (11,755) | (474) |
Pension contribution | (6,500) | (7,265) |
Other current assets | 187 | (198) |
Accounts payable and other accrued expenses | (12,037) | 18,972 |
Other, net | 816 | 2,033 |
Net cash provided by (used in) operating activities | 45,561 | 57,467 |
Investing Activities: | ||
Business acquisition, net of cash acquired | (158,407) | 0 |
Capital expenditures | (21,574) | (18,788) |
Proceeds from life insurance | 2,682 | 0 |
Proceeds (loss) from the sale of property, plant and equipment, net | (8) | 102 |
Net cash provided by (used in) investing activities | (177,307) | (18,686) |
Financing Activities: | ||
Proceeds from long term borrowings | 125,000 | 0 |
Debt issuance costs | (293) | 0 |
Repayment of debt principal and long term lease obligation | (5,886) | (12,711) |
Repurchases of capital stock | (32,996) | 0 |
Proceeds from sale of capital stock, net | 6,539 | 15,595 |
Issuance of restricted stock shares | (2,405) | (1,427) |
Proceeds from issuance of shares to employee stock purchase plan | 727 | 694 |
Net cash provided by (used in) financing activities | 90,686 | 2,151 |
Effect of exchange rate fluctuations on cash | (3,709) | (4,843) |
Net increase (decrease) in cash and cash equivalents | (44,769) | 36,089 |
Cash and cash equivalents at beginning of period | 237,375 | 191,884 |
Cash and cash equivalents at end of period | $ 192,606 | $ 227,973 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation As used herein, the terms “Company”, “Rogers”, “we”, “us”, “our” and similar terms mean Rogers Corporation and its subsidiaries, unless the context indicates otherwise. 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 ("GAAP") for complete financial statements. In our opinion, the accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for their fair presentation in accordance with GAAP. All significant intercompany 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2015 Level 1 Level 2 Level 3 Foreign currency contracts $ (79 ) $ — $ (79 ) $ — Copper derivative contracts 383 — 383 — Interest rate swap (58 ) — (58 ) — (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 Deriva
Hedging Transactions and Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 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 condensed consolidated statements of income 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 during the current period. For the nine month periods ended September 30, 2015 and 2014, there was no hedge ineffectiveness. We currently have twenty-four outstanding contracts to hedge exposure related to the purchase of copper in our Power Electronics Solutions and Advanced Connectivity Solutions 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. During the nine months ended September 30, 2015, we entered into Euro, Japanese Yen, Hungarian Forint, Korean Won 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 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 July 2012, we entered into an interest rate swap to hedge the variable interest rate on our term loan debt. As of September 30, 2015, the remaining notional amount of the interest rate swap covers $24.4 million of our term loan debt. This transaction has been designated as a cash flow hedge and qualifies for hedge accounting treatment. At September 30, 2015 , our term loan debt of $54.3 million and revolving line of credit borrowings of $125.0 million represent our total outstanding debt. At September 30, 2015 , the rate charged on this debt was the 1 month London interbank offered rate ("LIBOR") at 0.2500% plus a spread of 1.500% . The copper and foreign currency contracts that were outstanding as of September 30, 2015 are listed below: Notional Value of Copper Derivatives Notional Values of Foreign Currency Derivatives October 2015 - December 2015 123 metric tons per month EUR/USD € 1,500,000 January 2016 - March 2016 150 metric tons per month JPY/USD ¥ 150,000,000 April 2016 - June 2016 130 metric tons per month HUF/EUR 50,000,000 July 2016 - September 2016 115 metric tons per month JPY/EUR ¥ 145,000,000 October 2016 - December 2016 80 metric tons per month CNY/USD ¥ 92,510,000 USD/KRW $ 5,250,000 (Dollars in thousands) The Effect of Current Derivative Instruments on the Financial Statements for the period ended September 30, 2015 Amount of gain (loss) Foreign Exchange Contracts Location of gain (loss) Quarter ended Nine months ended Contracts designated as hedging instruments Other comprehensive income (loss) $ 10 $ (87 ) Contracts not designated as hedging instruments Other income (expense), net (315 ) (123 ) Copper Derivative Instruments Contracts not designated as hedging instruments Other income (expense), net (245 ) (694 ) Interest Rate Swap Instrument Contracts designated as hedging instruments Other comprehensive income (loss) 36 85 (Dollars in thousands) The Effect of Current Derivative Instruments on the Financial Statements for the period ended September 30, 2014 Amount of gain (loss) Foreign Exchange Contracts Location of gain (loss) Quarter ended Nine months ended Contracts not designated as hedging instruments Other income (expense), net $ 71 $ (83 ) Copper Derivative Instruments Contracts not designated as hedging instruments Other income (expense), net (390 ) (1,053 ) Interest Rate Swap Instrument Contracts designated as hedging instruments Other comprehensive income (loss) 82 121 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 | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories were as follows: (Dollars in thousands) September 30, December 31, Raw materials $ 33,996 $ 26,787 Work-in-process 21,009 16,564 Finished goods 30,531 25,277 Total Inventories $ 85,536 $ 68,628 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On January 22, 2015, we completed the 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 . 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 is expected to 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 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. These values may be updated until certain items are settled in the final agreement. (Dollars in thousands) January 22, 2015 Assets: Cash $ 142 Accounts receivable 17,301 Other current assets 856 Inventory 9,916 Deferred income tax assets, current 1,278 Property, plant & equipment 30,667 Intangible assets 50,020 Goodwill 86,337 Total assets 196,517 Liabilities: Accounts payable 4,958 Other current liabilities 4,249 Deferred tax liability 23,706 Other long-term liabilities 5,056 Total liabilities 37,969 Fair value of net assets acquired $ 158,548 The intangible assets consist 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 $1.6 million to $5.8 million annually. The estimated annual future amortization expense is $1.6 million for the remainder of 2015, and $5.8 million for each of the years ending 2016, 2017, 2018 and 2019. During the first nine months of 2015, we incurred transaction costs of $1.5 million , which were recorded within selling, general and administrative expenses on the condensed consolidated statement of income. We did not incur any transaction costs during the three months ended September 30, 2015. 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. Arlon's revenues for the quarter and nine months ended September 30, 2015 totaled $27.8 million and $73.4 million , respectively. Arlon's net operating income for the quarter and nine months ended September 30, 2015 totaled $3.6 million and $7.7 million , respectively. The following unaudited pro forma financial information presents the combined results of operations of Rogers and Arlon for the three and nine months ended September 30, 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. September 30, 2014 Quarter ended Nine months ended (Dollars in thousands) Net sales $ 187,229 $ 540,670 Net income $ 21,022 $ 48,128 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 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 September 30, 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 (loss) before reclassifications (21,317 ) — (179 ) (21,496 ) Amounts reclassified from accumulated other comprehensive income (loss) — 808 93 901 Net current-period other comprehensive income (loss) (21,317 ) 808 (86 ) (20,595 ) Ending Balance September 30, 2015 $ (35,510 ) $ (50,000 ) $ (179 ) $ (85,689 ) (1) Net of taxes of $11,502 and $11,952 as of September 30, 2015 and December 31, 2014, respectively. (2) Net of taxes of $21 and $50 as of September 30, 2015 and December 31, 2014, respectively. The changes of accumulated other comprehensive income (loss) by component at September 30, 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 (loss) before reclassifications (25,421 ) — (115 ) (25,536 ) Amounts reclassified from accumulated other comprehensive income (loss) — 395 210 605 Net current-period other comprehensive income (loss) (25,421 ) 395 95 (24,931 ) Ending Balance September 30, 2014 $ (2,665 ) $ (33,602 ) $ (114 ) $ (36,381 ) (3) Net of taxes of $2,688 and $2,900 as of September 30, 2014 and December 31, 2013, respectively. (4) Net of taxes of $61 and $110 as of September 30, 2014 and December 31, 2013, respectively. The reclassifications out of accumulated other comprehensive income (loss) for the quarter and nine months ended September 30, 2015 were as follows: (Dollars in thousands) Amounts reclassified from accumulated other comprehensive income (loss) for the period ended September 30, 2015 Details about accumulated other comprehensive income components Quarter ended Nine months ended Affected line item in the statement where net income is presented Unrealized gains and losses on derivative instruments: $ (1 ) $ 143 Other income (expense), net — (50 ) Tax benefit (expense) $ (1 ) $ 93 Net of tax Amortization of defined benefit pension and other post-retirement benefit items: Actuarial losses $ 428 $ 1,243 Total before tax (5) (151 ) (435 ) Tax benefit (expense) $ 277 $ 808 Net of tax (5) These accumulated other comprehensive income (loss) 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 quarter and nine months ended September 30, 2014 were as follows: (Dollars in thousands) Amounts reclassified from accumulated other comprehensive income (loss) for the period ended September 30, 2014 Details about accumulated other comprehensive income components Quarter ended Nine months ended Affected line item in the statement where net income is presented Unrealized gains and losses on marketable securities: $ 1 $ 323 Other income (expense), net — (113 ) Tax benefit (expense) $ 1 $ 210 Net of tax Amortization of defined benefit pension and other post-retirement benefit items: Actuarial losses $ 203 $ 607 Total before tax (5) (71 ) (212 ) Tax benefit (expense) $ 132 $ 395 Net of tax (5) These accumulated other comprehensive income (loss) 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 | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, September 30, September 30, September 30, Numerator: Net income $ 12,455 $ 20,388 $ 39,621 $ 45,870 Denominator: Weighted-average shares outstanding - basic 18,430 18,259 18,511 18,123 Effect of dilutive shares 220 475 374 534 Weighted-average shares outstanding - diluted 18,650 18,734 18,885 18,657 Basic earnings per share: $ 0.68 $ 1.12 $ 2.14 $ 2.53 Diluted earnings per share: $ 0.67 $ 1.09 $ 2.10 $ 2.46 Certain potential ordinary dilutive shares were excluded from the calculation of diluted weighted-average shares outstanding because they would have had an anti-dilutive effect on net income per share. For the quarter and nine months ended September 30, 2015, 14,000 shares were excluded. For the quarter and nine months ended September 30, 2014, 22,350 shares were excluded. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 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 quarter and nine months ended September 30, 2015 we recognized approximately $0.1 million and $0.2 million of stock option compensation expense, respectively. During the quarter and nine months ended September 30, 2014 we recognized approximately $0.1 million and $0.3 million of stock option compensation expense, respectively. A summary of the activity under our stock option plans as of September 30, 2015 and changes during the quarter and nine months 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 June 30, 2015 224,238 $ 40.49 3.5 $ 5,752,806 Options exercised (600 ) $ 40.70 Options forfeited — $ — Options outstanding at September 30, 2015 223,638 $ 40.48 3.3 2,985,568 Options exercisable at September 30, 2015 222,827 $ 39.98 3.0 3,088,366 Options vested or expected to vest at September 30, 2015* 223,614 $ 40.47 3.3 2,988,652 * 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. Weighted- Options outstanding at December 31, 2014 393,347 $ 40.72 Options exercised (168,259 ) $ 40.91 Options canceled (1,450 ) $ 39.62 Options outstanding at September 30, 2015 223,638 During the nine month period ended September 30, 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 $6.9 million , and the total amount of cash received from the exercise of these options was $6.5 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. All outstanding 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 capital 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: September 30, 2015 September 30, 2014 Expected volatility 28.2% 33.7% Expected term (in years) 3.0 3.0 Risk-free interest rate 0.96% 0.67% Expected volatility – In determining expected volatility, we have considered a number of factors, including historical volatility. Expected term – We use the vesting period of the award to determine the expected term assumption for the Monte Carlo simulation valuation model. Risk-free interest rate – We use an implied "spot rate" yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate. Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of 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 120.0% of target during the second 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 (10,690 ) Non-vested awards outstanding at September 30, 2015 111,635 During the quarter and nine months ended September 30, 2015 , we recognized compensation expense for performance-based restricted stock awards of approximately $1.2 million and $2.8 million , respectively. During the quarter and nine months ended September 30, 2014 , we recognized expense for performance-based restricted stock awards of approximately $0.2 million and $1.5 million , respectively. 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 2012, 2013, 2014 and 2015 outstanding. The 2012 grants cliff vest at the end of the three year vesting period. 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 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 70,060 Stock issued (72,986 ) Awards forfeited (7,168 ) Non-vested awards outstanding at September 30, 2015 228,292 During the quarter and nine months ended September 30, 2015 , we recognized compensation expense for time-based restricted stock awards of approximately $1.3 million and $3.8 million , respectively. During the quarter and nine months ended September 30, 2014 , we recognized compensation expense for time-based restricted stock awards of approximately $0.7 million and $2.7 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 13 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 during 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 9,100 Stock issued (15,400 ) Awards outstanding at September 30, 2015 23,850 For the nine months ended September 30, 2015 and 2014 we recognized compensation expense for deferred stock units of $0.7 million and $0.8 million , respectively. There was no expense associated with the deferred stock units in the third 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 capital 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 the quarters ended September 30, 2015 and 2014 , and approximately $0.3 million of compensation expense associated with the nine months ended September 30, 2015 and 2014 . |
Pension Benefits and Other Post
Pension Benefits and Other Postretirement Benefit Plans | 9 Months Ended |
Sep. 30, 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 were: (Dollars in thousands) Pension Benefits Retirement Health and Life Insurance Benefits Quarter Ended Nine Months Ended Quarter Ended Nine Months Ended Change in benefit obligation: September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Service cost $ — $ — $ — $ — $ 150 $ 160 $ 450 $ 479 Interest cost 1,846 2,004 5,523 6,012 75 83 225 250 Expected return on plan assets (2,772 ) (3,227 ) (8,314 ) (9,682 ) — — — — Amortization of net loss 432 172 1,258 515 — 31 — 92 Settlement charge — — — 77 — — — — Net periodic benefit cost (income) $ (494 ) $ (1,051 ) $ (1,533 ) $ (3,078 ) $ 225 $ 274 $ 675 $ 821 In the first quarter of 2015, as part of the acquisition of Arlon, we acquired 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 approximately $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 Company's 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 second quarters of 2015 and 2014, we made voluntary contributions of $6.5 million and $6.5 million , respectively to our qualified defined benefit pension plans. These are the only amounts contributed in the first nine months of 2015 and 2014. We did not make any contributions to our non-qualified defined benefit pension plan for the nine months ended September 30, 2015. We made $0.8 million in contributions to our non-qualified defined benefit pension plan for the quarter ended March 31, 2014. This was the only amount contributed in the first nine months of 2014. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our reporting structure is comprised of the following operating segments: Advanced Connectivity Solutions (ACS), Elastomeric Material Solutions (EMS), 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. In the second quarter of 2015, we concluded that we needed to update two of our operating segment names to better align the business product portfolio offerings to the market. Therefore, Advanced Connectivity Solutions replaced the name of Printed Circuit Materials, and Elastomeric Material Solutions replaced the name of High Performance Foams. There were no changes to the composition of these two operating segments. We completed the acquisition of Arlon on January 22, 2015. As part of the integration process, Arlon operations related to circuit materials and silicones were included in our ACS and EMS segments, respectively. The Other segment includes the Arlon business that manufactures specialty polyimide, 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) September 30, 2015 Assets Advanced Connectivity Solutions $ 313,259 Elastomeric Material Solutions 265,635 Power Electronics Solutions 325,636 Other 39,439 Total Assets $ 943,969 The following table sets forth the information about our segments for the periods indicated, inter-segment sales have been eliminated from the sales data: (Dollars in thousands) Quarter Ended Nine Months Ended September 30, September 30, September 30, September 30, Net sales Advanced Connectivity Solutions $ 66,160 $ 63,353 $ 203,855 $ 183,397 Elastomeric Material Solutions 46,783 46,709 138,355 130,709 Power Electronics Solutions 36,565 46,468 113,633 130,185 Other 10,858 6,522 32,672 18,896 Net sales $ 160,366 $ 163,052 $ 488,515 $ 463,187 Operating income Advanced Connectivity Solutions $ 11,949 $ 14,095 $ 36,831 $ 36,355 Elastomeric Material Solutions 8,116 8,442 16,661 18,752 Power Electronics Solutions 1,057 3,683 4,279 4,515 Other 1,933 2,169 5,894 6,444 Operating income 23,055 28,389 63,665 66,066 Equity income in unconsolidated joint ventures 877 953 2,187 2,992 Other income (expense), net (756 ) (107 ) (1,404 ) (1,374 ) Interest expense, net (1,126 ) (698 ) (3,435 ) (2,167 ) Income before income tax expense (benefit) $ 22,050 $ 28,537 $ 61,013 $ 65,517 Information relating to our operations by geographic area were as follows: Net Sales (1) Quarter Ended Nine Months Ended (Dollars in thousands) September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 United States $ 40,630 $ 34,714 $ 126,825 $ 98,353 China 55,233 67,032 172,405 179,158 Germany 21,942 23,793 60,361 72,351 Other 42,561 37,513 128,924 113,325 Total 160,366 163,052 488,515 463,187 (1) Net sales were allocated to countries based on the location of the customer. Long-lived Assets (2) (Dollars in thousands) September 30, 2015 December 31, 2014 United States $ 222,453 $ 70,532 China 55,027 49,754 Germany 114,837 129,702 Other 45,314 36,999 Total 437,631 286,987 (2) Long-lived assets were based on the location of the asset and were comprised of goodwill and other intangibles and property, plant and equipment. |
Joint Ventures
Joint Ventures | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Ventures | Joint Ventures As of September 30, 2015 , we had two joint ventures, each 50% owned, which were accounted for under the equity method of accounting. Joint Venture Location Reportable Segment Fiscal Year-End Rogers INOAC Corporation (RIC) Japan Elastomeric Material Solutions October 31 Rogers INOAC Suzhou Corporation (RIS) China Elastomeric Material Solutions December 31 We recognized equity income related to the joint ventures of $0.9 million and $2.2 million for the quarter and nine months ended September 30, 2015 , respectively. We recognized equity income related to the joint ventures of $1.0 million and $3.0 million for the quarter and nine months ended September 30, 2014 , respectively. These amounts are included in the condensed consolidated statements of income. The summarized financial information for the joint ventures for the periods indicated was as follows: (Dollars in thousands) Quarter Ended Nine Months Ended September 30, September 30, September 30, September 30, Net sales $ 12,227 $ 11,992 $ 32,708 $ 35,842 Gross profit $ 3,201 $ 3,361 $ 8,087 $ 10,663 Net income $ 1,754 $ 1,905 $ 4,374 $ 5,984 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 | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt On June 18, 2015, we entered into a secured five year credit agreement (the "Amended Credit Agreement"). The Amended Credit Agreement amends and restates the credit agreement signed between the Company and the same banks on July 13, 2011 and increased our borrowing capacity from $265.0 million to $350.0 million , with an additional $50.0 million expansion option. The Amended Credit Agreement provides (1) a $55.0 million term loan; (2) up to $295.0 million of revolving loans, with sub-limits for multicurrency borrowings, letters of credit and swing-line notes; and (3) a $50.0 million expansion feature. Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the 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 37.5 to 75.0 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; or adjusted 1-month LIBOR plus 100 basis points. Euro-currency loans bear interest based on adjusted LIBOR plus a spread of 137.5 to 175.0 basis points, depending on our leverage ratio. 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 0.30% (based upon our leverage ratio) of the unused amount of the lenders’ commitments under the Amended Credit Agreement. The Amended Credit Agreement contains customary representations, warranties, covenants, mandatory prepayments and events of default under which the Company's payment obligations may be accelerated. The financial covenants include requirements to maintain (1) a leverage ratio of no more than 3.25 to 1.00, subject to a one-time election to increase the maximum leverage ratio to 3.50 to 1.00 for one fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio ("ICR") of no less than 3.00 to 1.00. The ICR is the ratio determined as of the end of each of its fiscal quarters ending on and after September 30, 2015, of (i) Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (as defined in the Amended Credit Agreement) minus the unfinanced portion of Consolidated Capital Expenditures to (ii) Consolidated Interest Expense paid in cash, in each case for the period of four consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its subsidiaries on a consolidated basis. As of September 30, 2015 , we were in compliance with all of the financial covenants in the Amended Credit Agreement, as we achieved actual ratios of approximately 1.41 to 1.00 on the leverage ratio and 26.13 to 1.00 on the ICR. The Amended Credit Agreement requires the mandatory quarterly repayment of principal on amounts borrowed under such term loan. Payments commenced on September 30, 2015 , and are scheduled to be completed on June 30, 2020. The aggregate mandatory principal payments due are as follows: 2015 $1.4 million 2016 $3.4 million 2017 $4.1 million 2018 $4.8 million 2019 $5.5 million 2020 $160.8 million All obligations under the Amended Credit Agreement are guaranteed by each of the Corporation’s existing and future material domestic subsidiaries, as defined in the Amended Credit Agreement (the “Guarantors”). The obligations are also secured by a Second Amended and Restated Pledge and Security Agreement, dated as of June 18, 2015, entered into by the Company and the Guarantors which grants to the administrative agent, for the benefit of the lenders, a security interest, subject to certain exceptions, in substantially all of the non-real estate assets of the Company and the Guarantors. All amounts borrowed or outstanding under the Amended Credit Agreement, with the exception of amounts borrowed under the term loan which are subject to quarterly principal payments, are due and mature on June 18, 2020, unless the commitments are terminated earlier either at the request of the Company or if certain events of default occur. In addition, as of September 30, 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 September 30, 2015 or December 31, 2014 . The Amended Credit Agreement is secured by many of the assets of Rogers, including but not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries. 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. Before entering into the Amended Credit Agreement, we had $0.5 million of remaining capitalized costs from the previous credit agreements. These costs will continue to be amortized over the life of the Amended Credit Agreement. In the second quarter of 2015, we capitalized an additional $1.8 million in connection with the Amended Credit Agreement. These costs will be amortized over the life of the Amended Credit Agreement, which will terminate in June 2020. We incurred amortization expense of $0.1 million in each of the third quarters of 2015 and 2014, and amortization expense of $0.3 million and $0.4 million in the first nine months of 2015 and 2014, respectively. At September 30, 2015 , we have approximately $2.2 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. During the first nine months of 2015 and 2014, we made principal payments of $5.7 million and $12.5 million , respectively, on the outstanding debt. The principal amount of this debt has been transferred to the new revolving credit line created in June of 2015. We are obligated to pay $3.1 million on this debt obligation in the next 12 months under the term loan. We incurred interest expense on our outstanding debt of $0.9 million and $2.7 million for the quarter and nine months ended September 30, 2015 , respectively, and $0.5 million and $1.4 million for the three and nine month periods ended September 30, 2014 , respectively. We incurred an unused commitment fee of $0.1 million and $0.2 million for the quarter and nine months ended September 30, 2015 and $0.1 million and $0.3 million for the quarter and nine months ended September 30, 2014 , respectively. In July 2012, we entered into an interest rate swap to hedge the variable interest rate on our term loan debt. As of September 30, 2015, the remaining notional amount of the interest rate swap covers $24.4 million of our term loan debt. At September 30, 2015 , our outstanding debt balance is comprised of a term loan of $54.3 million and $125.0 million borrowed on the revolving line of credit. At September 30, 2015, the rate charged on this debt is the 1 month LIBOR at 0.2500% plus a spread of 1.500% . Pursuant to the Amended Credit Agreement, we cannot make a cash dividend payment if (i) a default or event of default has occurred and is continuing or will result from the cash dividend payment or (ii) if the aggregate amount of all cash dividend payments and other such restricted payments (as defined in the Amended Credit Agreement) that are otherwise not permitted during any fiscal year exceeds $10.0 million ; provided that, if at the time of and immediately after giving effect (including on a pro forma basis) thereto, the Leverage Ratio (as defined in the Amended Credit Agreement) is less than or equal to 2.00 to 1.00, such dollar limitation would not apply. Capital Lease During the first quarter of 2011, we recorded a capital lease obligation related to the acquisition of Curamik Electronics GmbH ("Curamik") for its primary manufacturing facility in Eschenbach, Germany. Under the terms of the leasing agreement, we have an option to purchase the property 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. The total obligation recorded for the lease as of September 30, 2015 is $6.1 million . Depreciation expense related to the capital lease was $0.1 million in each of the quarters ended September 30, 2015 and 2014 and $0.3 million in the nine months ending September 30, 2015 and 2014 . Accumulated depreciation at September 30, 2015 and December 31, 2014 was $1.9 million and $1.6 million , respectively. These expenses are included as depreciation expense in cost of sales on our condensed consolidated statements of income. We also incurred interest expense on the capital lease of $0.1 million and $0.3 million for the quarter and nine months ended September 30, 2015 , respectively, and $0.1 million and $0.4 million for the quarter and nine months ended September 30, 2014, respectively. Interest expense related to the debt recorded on the capital lease is included in interest expense on the condensed consolidated statements of income. We guarantee an interest rate swap related to our lease of the manufacturing facility in Eschenbach, Germany. The swap is in a liability position with the bank at September 30, 2015, and has a fair value of $0.2 million . We have concluded that default by the lessor is not probable during the term of the swap, and we have chosen not to exercise the option to buyout the lease during the leasing period; therefore, the guarantee has no value. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible Assets (Dollars in thousands) September 30, 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 $ 2,537 $ 615 $ 1,922 $ 1,046 $ 364 $ 682 Technology 47,423 18,731 28,692 33,942 15,958 17,984 Covenant-not-to-compete 935 891 44 1,016 823 193 Customer relationships 50,282 7,781 42,501 19,123 4,406 14,717 Total definite lived intangible assets 101,177 28,018 73,159 55,127 21,551 33,576 Indefinite lived intangible assets 4,418 — 4,418 4,764 — 4,764 Total intangible assets $ 105,595 $ 28,018 $ 77,577 $ 59,891 $ 21,551 $ 38,340 (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 quarter and nine months ended September 30, 2015 was approximately $2.8 million and $8.0 million , respectively. Amortization expense was $1.5 million and $4.7 million for the quarter and nine months ended September 30, 2014 , respectively. The estimated annual future amortization expense is $2.8 million , $10.4 million , $10.0 million , $9.5 million and $9.0 million for the remainder of 2015, 2016, 2017, 2018 and 2019, respectively. The weighted average amortization period as of September 30, 2015 , by intangible asset class, is presented in the table below: Intangible Asset Class Weighted Average Amortization Period (Years) Trademarks and patents 4.5 Technology 5.0 Covenant not-to-compete 1.0 Customer relationships 6.3 Total definite lived intangible assets 5.7 The indefinite-lived trademark intangible assets were acquired from the acquisition 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 September 30, 2015 , by segment, were as follows: (Dollars in thousands) Advanced Connectivity Solutions Elastomeric Material Solutions Power Electronics Solutions Other Total December 31, 2014 $ — $ 23,565 $ 72,438 $ 2,224 $ 98,227 Foreign currency translation adjustment — (1,301 ) (5,659 ) — (6,960 ) Arlon acquisition 52,444 33,893 — — 86,337 September 30, 2015 $ 52,444 $ 56,157 $ 66,779 $ 2,224 $ 177,604 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2015 , there were 452 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 nine months 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 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 nine months ended September 30, 2015 , 148 claims were dismissed and five 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. We paid $1.6 million on settlements for the nine months ended September 30, 2015 , compared to $1.5 million for the nine months ended September 30, 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 reasonable 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 nine 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 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 corporate headquarters of Rogers located in Rogers, Connecticut (the “Rogers Site”) has been participating in a the Resource Conservation and Recovery Act (RCRA) Voluntary Corrective Action Program (VCAP) administered by CT DEEP since 2011. As part of this program, we have been coordinating with the CT DEEP to conduct site assessment investigations identify any contaminants that may require remediation. At the end of the third quarter of 2015, we received a preliminary site assessment report identifying various contaminants located on the Rogers Site that will require remediation actions to be performed. We are currently evaluating these preliminary results and will be working with the CT DEEP to determine the nature and extent of the activities that will need to be performed to address the contamination issues. As of September 30, 2015, we are unable to reasonably estimate the potential range of exposure associated with the remediation efforts; however, we have recorded a reserve of $0.1 million to complete the remaining effort associated with the Rogers Site assessments. We will continue to evaluate the preliminary results to determine a reasonable estimate of the expected remediation costs, which we expect may have a material impact on the company’s results of operations, financial position and cash flows. • 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 in the first quarter of 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. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity On August 6, 2015, we initiated a share repurchase program of up to $100.0 million of the Company's capital stock. The share repurchase program has no expiration date, and may be suspended or discontinued at any time without notice. As of September 30, 2015, $62.5 million remained of our $100.0 million share repurchase program. We repurchased the following shares of common stock through our share repurchase program during the periods presented: (Dollars in thousands) Quarter Ended Quarter Ended Nine Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Shares of capital stock repurchased 678,300 — 678,300 — Value of capital stock repurchased $ 37,457 $ — $ 37,457 $ — All repurchases were made using cash from operations and cash on hand. Refer to Part II, Item 2 for further detail of the share repurchase program. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for Sale We are in the process of marketing for sale certain of current and long-lived assets and liabilities held by the Company. These assets were part of our acquisition of Arlon and are part of our Other segment. These assets are not consistent with our core strategic objectives. We have disclosed these assets as held for sale as of September 30, 2015 and all assets classified as held for sale are no longer depreciated. As the assets and liabilities are expected to be sold within the next twelve months, all assets and liabilities have been reported current. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective income tax rate was 43.5% and 28.6% in the third quarter of 2015 and 2014, respectively. Our effective income tax rate was 35.1% and 30.0% for the nine months ended September 30, 2015 and 2014, respectively. In the third quarter of 2015, our income tax rate was unfavorably impacted by $1.9 million related to the finalization of 2014 income tax year returns and a change in the mix of earnings attributable to higher-taxing jurisdictions. In both the third quarter of 2015, as well as the third quarter of 2014, our income tax rate benefited from favorable tax rates on certain foreign business activity as compared to our domestic statutory tax rate of 35.0% . 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 September 30, 2015 , we have approximately $1.3 million of accrued interest related to uncertain tax positions included in the $12.7 million of unrecognized tax benefits, $12.6 million of which, if recognized, would impact the effective tax rate. It is possible that up to $3.9 million of our currently unrecognized tax benefits could be recognized within 12 months as a result of projected resolutions of worldwide tax disputes or expiration of the statute of limitations. 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the agreed upon delay, the new standard is effective for us beginning in the first quarter of 2018. Early adoption is permitted, but not before the original effective date of the standard. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method nor have we determined the impact of the new standard on our consolidated condensed financial statements. In September, 2015, the FASB issued a new standard to simplify the accounting for measurement-period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment be recognized in the reporting period in which the adjustment is identified. The new standard is effective for interim and annual periods beginning after December 31, 2015. Early adoption is permitted. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. We have not elected early adoption of the standard nor have we determined the impact of the new standard on our consolidated financial statements. |
Recent Accounting Pronounceme26
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the agreed upon delay, the new standard is effective for us beginning in the first quarter of 2018. Early adoption is permitted, but not before the original effective date of the standard. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method nor have we determined the impact of the new standard on our consolidated condensed financial statements. In September, 2015, the FASB issued a new standard to simplify the accounting for measurement-period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment be recognized in the reporting period in which the adjustment is identified. The new standard is effective for interim and annual periods beginning after December 31, 2015. Early adoption is permitted. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. We have not elected early adoption of the standard nor have we determined the impact of the new standard on our consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 Level 1 Level 2 Level 3 Foreign currency contracts $ (79 ) $ — $ (79 ) $ — Copper derivative contracts 383 — 383 — Interest rate swap (58 ) — (58 ) — (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 Deri28
Hedging Transactions and Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The copper and foreign currency contracts that were outstanding as of September 30, 2015 are listed below: Notional Value of Copper Derivatives Notional Values of Foreign Currency Derivatives October 2015 - December 2015 123 metric tons per month EUR/USD € 1,500,000 January 2016 - March 2016 150 metric tons per month JPY/USD ¥ 150,000,000 April 2016 - June 2016 130 metric tons per month HUF/EUR 50,000,000 July 2016 - September 2016 115 metric tons per month JPY/EUR ¥ 145,000,000 October 2016 - December 2016 80 metric tons per month CNY/USD ¥ 92,510,000 USD/KRW $ 5,250,000 |
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 period ended September 30, 2015 Amount of gain (loss) Foreign Exchange Contracts Location of gain (loss) Quarter ended Nine months ended Contracts designated as hedging instruments Other comprehensive income (loss) $ 10 $ (87 ) Contracts not designated as hedging instruments Other income (expense), net (315 ) (123 ) Copper Derivative Instruments Contracts not designated as hedging instruments Other income (expense), net (245 ) (694 ) Interest Rate Swap Instrument Contracts designated as hedging instruments Other comprehensive income (loss) 36 85 (Dollars in thousands) The Effect of Current Derivative Instruments on the Financial Statements for the period ended September 30, 2014 Amount of gain (loss) Foreign Exchange Contracts Location of gain (loss) Quarter ended Nine months ended Contracts not designated as hedging instruments Other income (expense), net $ 71 $ (83 ) Copper Derivative Instruments Contracts not designated as hedging instruments Other income (expense), net (390 ) (1,053 ) Interest Rate Swap Instrument Contracts designated as hedging instruments Other comprehensive income (loss) 82 121 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories were as follows: (Dollars in thousands) September 30, December 31, Raw materials $ 33,996 $ 26,787 Work-in-process 21,009 16,564 Finished goods 30,531 25,277 Total Inventories $ 85,536 $ 68,628 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | As of the filing date of this Form 10-Q, the process of valuing the net assets of the business is substantially complete. These values may be updated until certain items are settled in the final agreement. (Dollars in thousands) January 22, 2015 Assets: Cash $ 142 Accounts receivable 17,301 Other current assets 856 Inventory 9,916 Deferred income tax assets, current 1,278 Property, plant & equipment 30,667 Intangible assets 50,020 Goodwill 86,337 Total assets 196,517 Liabilities: Accounts payable 4,958 Other current liabilities 4,249 Deferred tax liability 23,706 Other long-term liabilities 5,056 Total liabilities 37,969 Fair value of net assets acquired $ 158,548 |
Pro Forma Information | The following unaudited pro forma financial information presents the combined results of operations of Rogers and Arlon for the three and nine months ended September 30, 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. September 30, 2014 Quarter ended Nine months ended (Dollars in thousands) Net sales $ 187,229 $ 540,670 Net income $ 21,022 $ 48,128 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 (loss) before reclassifications (21,317 ) — (179 ) (21,496 ) Amounts reclassified from accumulated other comprehensive income (loss) — 808 93 901 Net current-period other comprehensive income (loss) (21,317 ) 808 (86 ) (20,595 ) Ending Balance September 30, 2015 $ (35,510 ) $ (50,000 ) $ (179 ) $ (85,689 ) (1) Net of taxes of $11,502 and $11,952 as of September 30, 2015 and December 31, 2014, respectively. (2) Net of taxes of $21 and $50 as of September 30, 2015 and December 31, 2014, respectively. The changes of accumulated other comprehensive income (loss) by component at September 30, 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 (loss) before reclassifications (25,421 ) — (115 ) (25,536 ) Amounts reclassified from accumulated other comprehensive income (loss) — 395 210 605 Net current-period other comprehensive income (loss) (25,421 ) 395 95 (24,931 ) Ending Balance September 30, 2014 $ (2,665 ) $ (33,602 ) $ (114 ) $ (36,381 ) (3) Net of taxes of $2,688 and $2,900 as of September 30, 2014 and December 31, 2013, respectively. (4) Net of taxes of $61 and $110 as of September 30, 2014 and December 31, 2013, respectively. |
Reclassification out of Accumulated Other Comprehensive Income | The reclassifications out of accumulated other comprehensive income (loss) for the quarter and nine months ended September 30, 2015 were as follows: (Dollars in thousands) Amounts reclassified from accumulated other comprehensive income (loss) for the period ended September 30, 2015 Details about accumulated other comprehensive income components Quarter ended Nine months ended Affected line item in the statement where net income is presented Unrealized gains and losses on derivative instruments: $ (1 ) $ 143 Other income (expense), net — (50 ) Tax benefit (expense) $ (1 ) $ 93 Net of tax Amortization of defined benefit pension and other post-retirement benefit items: Actuarial losses $ 428 $ 1,243 Total before tax (5) (151 ) (435 ) Tax benefit (expense) $ 277 $ 808 Net of tax (5) These accumulated other comprehensive income (loss) 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 quarter and nine months ended September 30, 2014 were as follows: (Dollars in thousands) Amounts reclassified from accumulated other comprehensive income (loss) for the period ended September 30, 2014 Details about accumulated other comprehensive income components Quarter ended Nine months ended Affected line item in the statement where net income is presented Unrealized gains and losses on marketable securities: $ 1 $ 323 Other income (expense), net — (113 ) Tax benefit (expense) $ 1 $ 210 Net of tax Amortization of defined benefit pension and other post-retirement benefit items: Actuarial losses $ 203 $ 607 Total before tax (5) (71 ) (212 ) Tax benefit (expense) $ 132 $ 395 Net of tax (5) These accumulated other comprehensive income (loss) 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) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, September 30, September 30, September 30, Numerator: Net income $ 12,455 $ 20,388 $ 39,621 $ 45,870 Denominator: Weighted-average shares outstanding - basic 18,430 18,259 18,511 18,123 Effect of dilutive shares 220 475 374 534 Weighted-average shares outstanding - diluted 18,650 18,734 18,885 18,657 Basic earnings per share: $ 0.68 $ 1.12 $ 2.14 $ 2.53 Diluted earnings per share: $ 0.67 $ 1.09 $ 2.10 $ 2.46 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Activity Under Stock Option Plans | A summary of the activity under our stock option plans as of September 30, 2015 and changes during the quarter and nine months 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 June 30, 2015 224,238 $ 40.49 3.5 $ 5,752,806 Options exercised (600 ) $ 40.70 Options forfeited — $ — Options outstanding at September 30, 2015 223,638 $ 40.48 3.3 2,985,568 Options exercisable at September 30, 2015 222,827 $ 39.98 3.0 3,088,366 Options vested or expected to vest at September 30, 2015* 223,614 $ 40.47 3.3 2,988,652 * 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. Weighted- Options outstanding at December 31, 2014 393,347 $ 40.72 Options exercised (168,259 ) $ 40.91 Options canceled (1,450 ) $ 39.62 Options outstanding at September 30, 2015 223,638 |
Assumptions Used in Calculation of Fair Value | Below are the assumptions used in the Monte Carlo calculation: September 30, 2015 September 30, 2014 Expected volatility 28.2% 33.7% Expected term (in years) 3.0 3.0 Risk-free interest rate 0.96% 0.67% |
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 (10,690 ) Non-vested awards outstanding at September 30, 2015 111,635 |
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 70,060 Stock issued (72,986 ) Awards forfeited (7,168 ) Non-vested awards outstanding at September 30, 2015 228,292 |
Deferred Stock Units [Member] | |
Restricted Stock Activities | Deferred Stock Units Awards outstanding at December 31, 2014 30,150 Awards granted 9,100 Stock issued (15,400 ) Awards outstanding at September 30, 2015 23,850 |
Pension Benefits and Other Po34
Pension Benefits and Other Postretirement Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 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 were: (Dollars in thousands) Pension Benefits Retirement Health and Life Insurance Benefits Quarter Ended Nine Months Ended Quarter Ended Nine Months Ended Change in benefit obligation: September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Service cost $ — $ — $ — $ — $ 150 $ 160 $ 450 $ 479 Interest cost 1,846 2,004 5,523 6,012 75 83 225 250 Expected return on plan assets (2,772 ) (3,227 ) (8,314 ) (9,682 ) — — — — Amortization of net loss 432 172 1,258 515 — 31 — 92 Settlement charge — — — 77 — — — — Net periodic benefit cost (income) $ (494 ) $ (1,051 ) $ (1,533 ) $ (3,078 ) $ 225 $ 274 $ 675 $ 821 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, 2015 Assets Advanced Connectivity Solutions $ 313,259 Elastomeric Material Solutions 265,635 Power Electronics Solutions 325,636 Other 39,439 Total Assets $ 943,969 The following table sets forth the information about our segments for the periods indicated, inter-segment sales have been eliminated from the sales data: (Dollars in thousands) Quarter Ended Nine Months Ended September 30, September 30, September 30, September 30, Net sales Advanced Connectivity Solutions $ 66,160 $ 63,353 $ 203,855 $ 183,397 Elastomeric Material Solutions 46,783 46,709 138,355 130,709 Power Electronics Solutions 36,565 46,468 113,633 130,185 Other 10,858 6,522 32,672 18,896 Net sales $ 160,366 $ 163,052 $ 488,515 $ 463,187 Operating income Advanced Connectivity Solutions $ 11,949 $ 14,095 $ 36,831 $ 36,355 Elastomeric Material Solutions 8,116 8,442 16,661 18,752 Power Electronics Solutions 1,057 3,683 4,279 4,515 Other 1,933 2,169 5,894 6,444 Operating income 23,055 28,389 63,665 66,066 Equity income in unconsolidated joint ventures 877 953 2,187 2,992 Other income (expense), net (756 ) (107 ) (1,404 ) (1,374 ) Interest expense, net (1,126 ) (698 ) (3,435 ) (2,167 ) Income before income tax expense (benefit) $ 22,050 $ 28,537 $ 61,013 $ 65,517 |
Revenue from External Customers by Geographic Areas | Information relating to our operations by geographic area were as follows: Net Sales (1) Quarter Ended Nine Months Ended (Dollars in thousands) September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 United States $ 40,630 $ 34,714 $ 126,825 $ 98,353 China 55,233 67,032 172,405 179,158 Germany 21,942 23,793 60,361 72,351 Other 42,561 37,513 128,924 113,325 Total 160,366 163,052 488,515 463,187 (1) Net sales were allocated to countries based on the location of the customer. |
Long-lived Assets by Geographic Areas | Long-lived Assets (2) (Dollars in thousands) September 30, 2015 December 31, 2014 United States $ 222,453 $ 70,532 China 55,027 49,754 Germany 114,837 129,702 Other 45,314 36,999 Total 437,631 286,987 (2) Long-lived assets were based on the location of the asset and were comprised of goodwill and other intangibles and property, plant and equipment. |
Joint Ventures (Tables)
Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Ventures Accounted for Under Equity Method of Accounting | As of September 30, 2015 , we had two joint ventures, each 50% owned, which were accounted for under the equity method of accounting. Joint Venture Location Reportable Segment Fiscal Year-End Rogers INOAC Corporation (RIC) Japan Elastomeric Material Solutions October 31 Rogers INOAC Suzhou Corporation (RIS) China Elastomeric Material Solutions December 31 |
Summarized Information for Joint Ventures | The summarized financial information for the joint ventures for the periods indicated was as follows: (Dollars in thousands) Quarter Ended Nine Months Ended September 30, September 30, September 30, September 30, Net sales $ 12,227 $ 11,992 $ 32,708 $ 35,842 Gross profit $ 3,201 $ 3,361 $ 8,087 $ 10,663 Net income $ 1,754 $ 1,905 $ 4,374 $ 5,984 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | The aggregate mandatory principal payments due are as follows: 2015 $1.4 million 2016 $3.4 million 2017 $4.1 million 2018 $4.8 million 2019 $5.5 million 2020 $160.8 million |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets (Dollars in thousands) September 30, 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 $ 2,537 $ 615 $ 1,922 $ 1,046 $ 364 $ 682 Technology 47,423 18,731 28,692 33,942 15,958 17,984 Covenant-not-to-compete 935 891 44 1,016 823 193 Customer relationships 50,282 7,781 42,501 19,123 4,406 14,717 Total definite lived intangible assets 101,177 28,018 73,159 55,127 21,551 33,576 Indefinite lived intangible assets 4,418 — 4,418 4,764 — 4,764 Total intangible assets $ 105,595 $ 28,018 $ 77,577 $ 59,891 $ 21,551 $ 38,340 (1) Gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations. |
Weighted Average Amortization Period, by Intangible Asset Class | The weighted average amortization period as of September 30, 2015 , by intangible asset class, is presented in the table below: Intangible Asset Class Weighted Average Amortization Period (Years) Trademarks and patents 4.5 Technology 5.0 Covenant not-to-compete 1.0 Customer relationships 6.3 Total definite lived intangible assets 5.7 |
Changes in the Carrying Amount of Goodwill, by Segment | The changes in the carrying amount of goodwill for the period ending September 30, 2015 , by segment, were as follows: (Dollars in thousands) Advanced Connectivity Solutions Elastomeric Material Solutions Power Electronics Solutions Other Total December 31, 2014 $ — $ 23,565 $ 72,438 $ 2,224 $ 98,227 Foreign currency translation adjustment — (1,301 ) (5,659 ) — (6,960 ) Arlon acquisition 52,444 33,893 — — 86,337 September 30, 2015 $ 52,444 $ 56,157 $ 66,779 $ 2,224 $ 177,604 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Share Repurchase Activity | We repurchased the following shares of common stock through our share repurchase program during the periods presented: (Dollars in thousands) Quarter Ended Quarter Ended Nine Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Shares of capital stock repurchased 678,300 — 678,300 — Value of capital stock repurchased $ 37,457 $ — $ 37,457 $ — |
Fair Value Measurements (Variou
Fair Value Measurements (Various Instruments That Require Fair Value Measurement) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | $ (79) | $ (18) |
Copper derivative contracts | 383 | 355 |
Interest rate swap | (58) | (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 | (79) | (18) |
Copper derivative contracts | 383 | 355 |
Interest rate swap | (58) | (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 Deri41
Hedging Transactions and Derivative Financial Instruments (Additional Information) (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($)Contract | Dec. 31, 2014USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||
Revolving credit outstanding borrowings | $ 0 | |
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) | Contract | 24 | |
Term loan debt | $ 54,300,000 | |
Revolving credit outstanding borrowings | $ 125,000,000 | |
Interest rate spread over variable rate (percent) | 1.50% | |
Bank Term Loan [Member] | LIBOR [Member] | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||
Interest rate spread over variable rate (percent) | 0.25% | |
Interest Rate Swap [Member] | Bank Term Loan [Member] | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ||
Term loan debt | $ 24,400,000 |
Hedging Transactions and Deri42
Hedging Transactions and Derivative Financial Instruments (Notional Values of Derivative Instruments) (Details) - Designated as Hedging Instrument [Member] | Sep. 30, 2015JPY (¥)T | Sep. 30, 2015CNY (¥)T | Sep. 30, 2015HUFT | Sep. 30, 2015USD ($)T | Sep. 30, 2015EUR (€)T |
Copper, October 2015 - December 2015 [Member] | |||||
Derivative [Line Items] | |||||
Notional Value of Copper Derivatives | 123 | 123 | 123 | 123 | 123 |
Copper, January 2016 - March 2016 [Member] | |||||
Derivative [Line Items] | |||||
Notional Value of Copper Derivatives | 150 | 150 | 150 | 150 | 150 |
Copper, April 2016 - June 2016 [Member] | |||||
Derivative [Line Items] | |||||
Notional Value of Copper Derivatives | 130 | 130 | 130 | 130 | 130 |
Copper, July 2016 - September 2016 [Member] | |||||
Derivative [Line Items] | |||||
Notional Value of Copper Derivatives | 115 | 115 | 115 | 115 | 115 |
Copper, October 2016 - December 2016 [Member] | |||||
Derivative [Line Items] | |||||
Notional Value of Copper Derivatives | 80 | 80 | 80 | 80 | 80 |
EUR/USD Notional Amount of Foreign Currency Derivatives [Member] | |||||
Derivative [Line Items] | |||||
Notional Amount of Foreign Currency Derivatives | € | € 1,500,000 | ||||
JPY/USD Notional Amount of Foreign Currency Derivatives [Member] | |||||
Derivative [Line Items] | |||||
Notional Amount of Foreign Currency Derivatives | ÂĄ | ÂĄ 150,000,000 | ||||
HUF/EUR Notional Amount of Foreign Currency Derivatives [Member] | |||||
Derivative [Line Items] | |||||
Notional Amount of Foreign Currency Derivatives | HUF | HUF 50,000,000 | ||||
JPY/EUR Notional Amount of Foreign Currency Derivatives [Member] | |||||
Derivative [Line Items] | |||||
Notional Amount of Foreign Currency Derivatives | ÂĄ | ÂĄ 145,000,000 | ||||
CNY/USD Notional Amount of Foreign Currency Derivatives [Member] | |||||
Derivative [Line Items] | |||||
Notional Amount of Foreign Currency Derivatives | ÂĄ | ÂĄ 92,510,000 | ||||
USD/KRW Notional Amount of Foreign Currency Derivatives [Member] | |||||
Derivative [Line Items] | |||||
Notional Amount of Foreign Currency Derivatives | $ | $ 5,250,000 |
Hedging Transactions and Deri43
Hedging Transactions and Derivative Financial Instruments (Effect and Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Designated as Hedging Instrument [Member] | Other comprehensive income (loss) [Member] | Foreign Exchange Contract [Member] | ||||
Derivative [Line Items] | ||||
Effect of current derivative instruments | $ 10 | $ (87) | ||
Designated as Hedging Instrument [Member] | Other comprehensive income (loss) [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Effect of current derivative instruments | 36 | $ 82 | 85 | $ 121 |
Not Designated as Hedging Instrument [Member] | Other income (expense), net [Member] | Foreign Exchange Contract [Member] | ||||
Derivative [Line Items] | ||||
Effect of current derivative instruments | (315) | 71 | (123) | (83) |
Not Designated as Hedging Instrument [Member] | Other income (expense), net [Member] | Copper Derivative Instruments [Member] | ||||
Derivative [Line Items] | ||||
Effect of current derivative instruments | $ (245) | $ (390) | $ (694) | $ (1,053) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 33,996 | $ 26,787 |
Work-in-process | 21,009 | 16,564 |
Finished goods | 30,531 | 25,277 |
Total Inventories | $ 85,536 | $ 68,628 |
Acquisition (Additional Informa
Acquisition (Additional Information) (Details) - USD ($) $ in Thousands | Jan. 22, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||||||
Weighted average amortization period (in years) | 5 years 8 months | |||||
Annual amortization expense | $ 2,800 | $ 1,500 | $ 8,000 | $ 4,700 | ||
Annual Future Amortization Expense | ||||||
Anticipated future amortization expense for remainder of 2015 | 2,800 | 2,800 | ||||
Anticipated future amortization expense for 2016 | 10,400 | 10,400 | ||||
Anticipated future amortization expense for 2017 | 10,000 | 10,000 | ||||
Anticipated future amortization expense for 2018 | 9,500 | 9,500 | ||||
Anticipated future amortization expense for 2019 | 9,000 | 9,000 | ||||
Operating income | 23,055 | $ 28,389 | $ 63,665 | $ 66,066 | ||
Customer relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average amortization period (in years) | 6 years 3 months | |||||
Arlon [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 157,000 | |||||
Intangible assets | 50,020 | |||||
Annual Future Amortization Expense | ||||||
Anticipated future amortization expense for remainder of 2015 | 1,600 | $ 1,600 | ||||
Anticipated future amortization expense for 2016 | 5,800 | 5,800 | ||||
Anticipated future amortization expense for 2017 | 5,800 | 5,800 | ||||
Anticipated future amortization expense for 2018 | 5,800 | 5,800 | ||||
Anticipated future amortization expense for 2019 | 5,800 | 5,800 | ||||
Transaction costs | 1,500 | 1,500 | ||||
Revenues | 27,800 | 73,400 | ||||
Operating income | $ 3,600 | $ 7,700 | ||||
Arlon [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Annual amortization expense | 1,600 | |||||
Arlon [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Annual amortization expense | 5,800 | |||||
Arlon [Member] | Developed technology [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 15,800 | |||||
Weighted average amortization period (in years) | 5 years 8 months | |||||
Arlon [Member] | Customer relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 32,700 | |||||
Weighted average amortization period (in years) | 6 years | |||||
Arlon [Member] | Trademarks [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,600 | |||||
Weighted average amortization period (in years) | 3 years 2 months | |||||
Arlon [Member] | Revolving Credit Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from line of credit | $ 125,000 | $ 125,000 |
Acquisition (Assets and Liabili
Acquisition (Assets and Liabilities Acquired) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jan. 22, 2015 | Dec. 31, 2014 |
Assets: | |||
Goodwill | $ 177,604 | $ 98,227 | |
Arlon [Member] | |||
Assets: | |||
Cash | $ 142 | ||
Accounts receivable | 17,301 | ||
Other current assets | 856 | ||
Inventory | 9,916 | ||
Deferred income tax assets, current | 1,278 | ||
Property, plant & equipment | 30,667 | ||
Intangible assets | 50,020 | ||
Goodwill | 86,337 | ||
Total assets | 196,517 | ||
Liabilities: | |||
Accounts payable | 4,958 | ||
Other current liabilities | 4,249 | ||
Deferred tax liability | 23,706 | ||
Other long-term liabilities | 5,056 | ||
Total liabilities | 37,969 | ||
Fair value of net assets acquired | $ 158,548 |
Acquisition (Pro Forma Informat
Acquisition (Pro Forma Information) (Details) - Arlon [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||
Net sales | $ 187,229 | $ 540,670 |
Net income | $ 21,022 | $ 48,128 |
Accumulated Other Comprehensi48
Accumulated Other Comprehensive Income (Loss) (Components of Accumulated Other Comprehensive Income or Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||
Beginning balance | $ (65,094) | $ (11,450) | ||||||||
Other comprehensive income (loss) before reclassifications | (21,496) | (25,536) | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 901 | 605 | ||||||||
Other comprehensive income (loss) | $ (1,810) | $ (23,584) | (20,595) | (24,931) | ||||||
Ending balance | (85,689) | (36,381) | (85,689) | (36,381) | ||||||
AOCI, Pension and other postretirement benefit plans, tax | 11,502 | 2,688 | 11,502 | 2,688 | $ 11,952 | $ 2,900 | ||||
AOCI, Cumulative changes in net gain (loss) from cash flow hedges, tax | 21 | 61 | 21 | 61 | $ 50 | $ 110 | ||||
Foreign currency translation adjustments [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||
Beginning balance | (14,193) | 22,756 | ||||||||
Other comprehensive income (loss) before reclassifications | (21,317) | (25,421) | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||||||||
Other comprehensive income (loss) | (21,317) | (25,421) | ||||||||
Ending balance | (35,510) | (2,665) | (35,510) | (2,665) | ||||||
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 (loss) before reclassifications | 0 | [1] | 0 | [2] | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 808 | [1] | 395 | [2] | ||||||
Other comprehensive income (loss) | 808 | [1] | 395 | [2] | ||||||
Ending balance | (50,000) | [1] | (33,602) | [2] | (50,000) | [1] | (33,602) | [2] | ||
Unrealized gain (loss) on derivative instruments [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||||
Beginning balance | (93) | [3] | (209) | [4] | ||||||
Other comprehensive income (loss) before reclassifications | (179) | [3] | (115) | [4] | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 93 | [3] | 210 | [4] | ||||||
Other comprehensive income (loss) | (86) | [3] | 95 | [4] | ||||||
Ending balance | $ (179) | [3] | $ (114) | [4] | $ (179) | [3] | $ (114) | [4] | ||
[1] | Net of taxes of $11,502 and $11,952 as of September 30, 2015 and December 31, 2014, respectively. | |||||||||
[2] | Net of taxes of $2,688 and $2,900 as of September 30, 2014 and December 31, 2013, respectively. | |||||||||
[3] | Net of taxes of $21 and $50 as of September 30, 2015 and December 31, 2014, respectively. | |||||||||
[4] | Net of taxes of $61 and $110 as of September 30, 2014 and December 31, 2013, respectively. |
Accumulated Other Comprehensi49
Accumulated Other Comprehensive Income (Loss) (Reclassification) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | |||||
Other income (expense), net | $ (756) | $ (107) | $ (1,404) | $ (1,374) | |
Tax benefit (expense) | (9,595) | (8,149) | (21,392) | (19,647) | |
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 | (1) | 143 | |||
Tax benefit (expense) | 0 | (50) | |||
Net of tax | (1) | 93 | |||
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 | 1 | 323 | |||
Tax benefit (expense) | 0 | (113) | |||
Net of tax | 1 | 210 | |||
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 | [1] | 428 | 203 | 1,243 | 607 |
Tax benefit (expense) | (151) | (71) | (435) | (212) | |
Net of tax | $ 277 | $ 132 | $ 808 | $ 395 | |
[1] | These accumulated other comprehensive income (loss) 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 ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income | $ 12,455 | $ 20,388 | $ 39,621 | $ 45,870 |
Denominator: | ||||
Weighted-average shares outstanding - basic (shares) | 18,430,000 | 18,259,000 | 18,511,000 | 18,123,000 |
Effect of dilutive stock options (shares) | 220,000 | 475,000 | 374,000 | 534,000 |
Weighted-average shares outstanding - diluted (shares) | 18,650,000 | 18,734,000 | 18,885,000 | 18,657,000 |
Basic earnings per share (in dollars per share) | $ 0.68 | $ 1.12 | $ 2.14 | $ 2.53 |
Diluted earnings per share (in dollars per share) | $ 0.67 | $ 1.09 | $ 2.10 | $ 2.46 |
Anti-dilutive shares excluded (shares) | 14,000 | 22,350 |
Stock-Based Compensation (Addit
Stock-Based Compensation (Additional Information) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)offering_period | Sep. 30, 2014USD ($) | |
Employee Stock Purchase Plan [Member] | ||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||
Compensation expense (income) | $ 100,000 | $ 100,000 | $ 300,000 | $ 300,000 |
Employee stock purchase plan, number of offering (offering period) | 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 | $ 200,000 | 300,000 |
Options exercised, total intrinsic value | 6,900,000 | |||
Total amount of cash received from exercise of options | $ 6,500,000 | |||
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) | $ 1,200,000 | 200,000 | $ 2,800,000 | 1,500,000 |
Restricted stock award program, measurement period (years) | 3 years | |||
Expected dividend yield (percent) | 0.00% | |||
Restricted stock award program, payment of award as percentage of target (percent) | 120.00% | 120.00% | ||
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) | $ 1,300,000 | 700,000 | $ 3,800,000 | 2,700,000 |
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 | |||
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 | |||
Deferred Stock Units [Member] | ||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||
Compensation expense (income) | $ 0 | $ 0 | $ 700,000 | $ 800,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Activity Under Stock Option Plans) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | ||
Options Outstanding | ||||
Beginning Balance (shares) | 224,238 | 393,347 | 393,347 | |
Options exercised (shares) | (600) | (168,259) | ||
Options forfeited (shares) | 0 | |||
Options canceled (shares) | (1,450) | |||
Ending Balance (shares) | 223,638 | 224,238 | 223,638 | |
Options exercisable (shares) | 222,827 | 222,827 | ||
Options vested or expected to vest (shares) | [1] | 223,614 | 223,614 | |
Weighted- Average Exercise Price Per Share | ||||
Beginning Balance (dollars per share) | $ 40.49 | $ 40.72 | $ 40.72 | |
Options exercised (dollars per share) | 40.70 | 40.91 | ||
Options forfeited (dollars per share) | 0 | |||
Options canceled (dollars per share) | 39.62 | |||
Ending Balance (dollars per share) | 40.48 | $ 40.49 | 40.48 | |
Options exercisable, Weighted-Average Exercise Price Per Share, (dollars per share) | 39.98 | 39.98 | ||
Options vested or expected to vest, Weighted-Average Exercise Price Per Share, (dollars per share) | [1] | $ 40.47 | $ 40.47 | |
Weighted-Average Remaining Contractual Life in Years | ||||
Options outstanding, Weighted-Average Remaining Contractual Life in Years (years) | 3 years 3 months | 3 years 6 months | ||
Options exercisable, Weighted-Average Remaining Contractual Life in Years (years) | 3 years | |||
Options vested or expected to vest, Weighted-Average Remaining Contractual Life in Years (years) | [1] | 3 years 3 months | ||
Aggregate Intrinsic Value | ||||
Options outstanding, Aggregate Intrinsic Value | $ 2,985,568 | $ 5,752,806 | $ 2,985,568 | |
Options exercisable, Aggregate Intrinsic Value | 3,088,366 | 3,088,366 | ||
Options vested or expected to vest, Aggregate Intrinsic Value | [1] | $ 2,988,652 | $ 2,988,652 | |
[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. |
Stock-Based Compensation (Monte
Stock-Based Compensation (Monte Carlo Calculation Assumptions) (Details) - Performance-Based Restricted Stock [Member] | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
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% |
Stock-Based Compensation (Perfo
Stock-Based Compensation (Performance Based Restricted Stock Awards) (Details) - Performance-Based Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested awards outstanding beginning balance (shares) | 92,437 |
Awards granted (shares) | 50,798 |
Stock issued (shares) | (20,910) |
Awards forfeited (shares) | (10,690) |
Non-vested awards outstanding ending balance (shares) | 111,635 |
Stock-Based Compensation (Time
Stock-Based Compensation (Time Based Restricted Stock Awards) (Details) - Time Based Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested awards outstanding beginning balance (shares) | 238,386 |
Awards granted (shares) | 70,060 |
Stock issued (shares) | (72,986) |
Awards forfeited (shares) | (7,168) |
Non-vested awards outstanding ending balance (shares) | 228,292 |
Stock-Based Compensation (Defer
Stock-Based Compensation (Deferred Stock Units) (Details) - Deferred Stock Units [Member] | 9 Months Ended |
Sep. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested awards outstanding beginning balance (shares) | 30,150 |
Awards granted (shares) | 9,100 |
Stock issued (shares) | (15,400) |
Non-vested awards outstanding ending balance (shares) | 23,850 |
Pension Benefits and Other Po57
Pension Benefits and Other Postretirement Benefit Plans (Components of Net Periodic Benefit Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 1,846 | $ 2,004 | $ 5,523 | $ 6,012 |
Expected return on plan assets | (2,772) | (3,227) | (8,314) | (9,682) |
Amortization of net loss | 432 | 172 | 1,258 | 515 |
Settlement charge | 77 | |||
Net periodic benefit cost (income) | (494) | (1,051) | (1,533) | (3,078) |
Retirement Health and Life Insurance Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 150 | 160 | 450 | 479 |
Interest cost | 75 | 83 | 225 | 250 |
Amortization of net loss | 31 | 92 | ||
Net periodic benefit cost (income) | $ 225 | $ 274 | $ 675 | $ 821 |
Pension Benefits and Other Po58
Pension Benefits and Other Postretirement Benefit Plans (Additional Information) (Details) - Pension Benefits [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 22, 2015 | |
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||||||
Settlement charge | $ 77 | ||||||
Former President and Chief Executive Officer [Member] | |||||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||||||
Benefit payments | $ 800 | ||||||
Settlement charge | 100 | ||||||
Qualified Defined Benefit Pension Plans [Member] | |||||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||||||
Employer contributions | $ 6,500 | $ 6,500 | |||||
Non-Qualified Defined Benefit Pension Plan [Member] | |||||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||||||
Employer contributions | $ 0 | $ 800 | $ 0 | ||||
Arlon [Member] | |||||||
Pension and Other Postretirement Benefits Disclosure [Line Items] | |||||||
Unfunded status of the plan | $ 2,000 |
Segment Information (Assets by
Segment Information (Assets by Reportable Segment) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 943,969 | $ 835,117 | |
Long-Lived Assets | [1] | 437,631 | 286,987 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | [1] | 222,453 | 70,532 |
China [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | [1] | 55,027 | 49,754 |
Germany [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | [1] | 114,837 | 129,702 |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | [1] | 45,314 | $ 36,999 |
Advanced Connectivity Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 313,259 | ||
Elastomeric Material Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 265,635 | ||
Power Electronics Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 325,636 | ||
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 39,439 | ||
[1] | Long-lived assets were based on the location of the asset and were comprised of goodwill and other intangibles and property, plant and equipment. |
Segment Information (Income by
Segment Information (Income by Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | $ 160,366 | $ 163,052 | $ 488,515 | $ 463,187 |
Operating income | 23,055 | 28,389 | 63,665 | 66,066 | |
Equity income in unconsolidated joint ventures | 877 | 953 | 2,187 | 2,992 | |
Other income (expense), net | (756) | (107) | (1,404) | (1,374) | |
Interest expense, net | (1,126) | (698) | (3,435) | (2,167) | |
Income before income tax expense (benefit) | 22,050 | 28,537 | 61,013 | 65,517 | |
Advanced Connectivity Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 66,160 | 63,353 | 203,855 | 183,397 | |
Operating income | 11,949 | 14,095 | 36,831 | 36,355 | |
Elastomeric Material Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 46,783 | 46,709 | 138,355 | 130,709 | |
Operating income | 8,116 | 8,442 | 16,661 | 18,752 | |
Power Electronics Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 36,565 | 46,468 | 113,633 | 130,185 | |
Operating income | 1,057 | 3,683 | 4,279 | 4,515 | |
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 10,858 | 6,522 | 32,672 | 18,896 | |
Operating income | 1,933 | 2,169 | 5,894 | 6,444 | |
United States [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | 40,630 | 34,714 | 126,825 | 98,353 |
China [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | 55,233 | 67,032 | 172,405 | 179,158 |
Germany [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | 21,942 | 23,793 | 60,361 | 72,351 |
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | [1] | $ 42,561 | $ 37,513 | $ 128,924 | $ 113,325 |
[1] | Net sales were allocated to countries based on the location of the customer. |
Joint Ventures (Additional Info
Joint Ventures (Additional Information) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)Entity | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Entity | Sep. 30, 2014USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of joint ventures that are 50% owned (entity) | 2 | 2 | ||
Equity income related to joint ventures | $ | $ 877 | $ 953 | $ 2,187 | $ 2,992 |
Rogers INOAC Corporation [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest in joint venture (percent) | 50.00% | 50.00% | ||
Rogers INOAC Suzhou Corporation [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership interest in joint venture (percent) | 50.00% | 50.00% |
Joint Ventures (Accounted for U
Joint Ventures (Accounted for Under Equity Method of Accounting) (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | |
Fiscal Year-End | --12-31 |
Rogers INOAC Corporation [Member] | Japan [Member] | High Performance Foams [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Fiscal Year-End | --10-31 |
Rogers INOAC Suzhou Corporation [Member] | China [Member] | High Performance Foams [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Fiscal Year-End | --12-31 |
Joint Ventures (Summarized Info
Joint Ventures (Summarized Information for Joint Ventures) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Net sales | $ 12,227 | $ 11,992 | $ 32,708 | $ 35,842 |
Gross profit | 3,201 | 3,361 | 8,087 | 10,663 |
Net income | $ 1,754 | $ 1,905 | $ 4,374 | $ 5,984 |
Debt (Additional Information) (
Debt (Additional Information) (Details) | Jun. 18, 2015USD ($) | Jan. 22, 2015USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Jun. 17, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 13, 2011USD ($) |
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 265,000,000 | |||||||||
Actual leverage ratio | 1.41 | 1.41 | ||||||||
Actual ICR | 26.13 | 26.13 | ||||||||
Revolving credit outstanding borrowings | $ 0 | |||||||||
Capitalized debt issuance costs, net | $ 2,200,000 | $ 2,200,000 | $ 500,000 | |||||||
Capitalized debt issuance costs | 1,800,000 | 1,800,000 | ||||||||
Amortization expense, debt issue costs | 100,000 | $ 100,000 | 300,000 | $ 400,000 | ||||||
Repayment of debt principal | 5,886,000 | 12,711,000 | ||||||||
Interest expense on outstanding debt | 900,000 | 500,000 | 2,700,000 | 1,400,000 | ||||||
Unused commitment fee | 100,000 | 100,000 | $ 200,000 | 300,000 | ||||||
Capital lease, expiration date | 2,021 | |||||||||
Capital lease obligation | 6,100,000 | $ 6,100,000 | ||||||||
Amortization expense related to the capital lease | 100,000 | 100,000 | 300,000 | 300,000 | ||||||
Capital lease accumulated depreciation | 1,900,000 | 1,900,000 | $ 1,600,000 | |||||||
Interest expense on capital lease | 100,000 | $ 100,000 | 300,000 | 400,000 | ||||||
Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate lower range basis spread | 37.50% | |||||||||
Variable rate higher range basis spread | 75.00% | |||||||||
Line of credit, base reference rate description | The base reference rate is the greater of the prime rate; federal funds effective rate plus 50 basis points; or adjusted 1-month LIBOR plus 100 basis points. | |||||||||
Interest Rate Swap [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative Liability | 200,000 | 200,000 | ||||||||
Bank Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving credit outstanding borrowings | 125,000,000 | 125,000,000 | ||||||||
Term loan debt | 54,300,000 | $ 54,300,000 | ||||||||
Interest rate spread over variable rate (percent) | 1.50% | |||||||||
Bank Term Loan [Member] | One Month LIBOR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate spread over variable rate (percent) | 0.25% | |||||||||
Bank Term Loan [Member] | Interest Rate Swap [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan debt | 24,400,000 | $ 24,400,000 | ||||||||
Amended Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit agreement, agreement period (in years) | 5 years | |||||||||
Maximum borrowing capacity | $ 350,000,000 | |||||||||
Expansion option | $ 50,000,000 | |||||||||
Leverage ratio | 3.25 | |||||||||
One-time leverage ratio maximum option | 3.50 | |||||||||
ICR covenant limit | 3 | |||||||||
Payments commencement date | Sep. 30, 2015 | |||||||||
Repayment of debt principal | $ 5,700,000 | $ 12,500,000 | ||||||||
Required payment on debt obligation within the next 12 months | 3,100,000 | |||||||||
Maximum cash dividends and other restricted payments allowed | $ 10,000,000 | |||||||||
Maximum leverage ratio before dividend payment limitations apply | 2 | |||||||||
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 | 0.30% | |||||||||
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] | ||||||||||
Maximum borrowing capacity | $ 55,000,000 | |||||||||
Amended Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 295,000,000 | |||||||||
Eurocurrency loans [Member] | Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit, LIBOR rate, minimum spread | 137.50% | |||||||||
Line of credit, LIBOR rate, maximum spread | 175.00% | |||||||||
Revolving Credit Facility [Member] | Arlon [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from line of credit | $ 125,000,000 | $ 125,000,000 | ||||||||
Standby Letters of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Irrevocable standby letters of credit | 1,400,000 | 1,400,000 | ||||||||
Revolving credit outstanding borrowings | $ 0 | $ 0 |
Debt (Aggregate Payments) (Deta
Debt (Aggregate Payments) (Details) $ in Millions | Sep. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,015 | $ 1.4 |
2,016 | 3.4 |
2,017 | 4.1 |
2,018 | 4.8 |
2,019 | 5.5 |
2,020 | $ 160.8 |
Goodwill and Intangible Asset66
Goodwill and Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | [1] | $ 101,177 | $ 55,127 |
Accumulated Amortization | 28,018 | 21,551 | |
Intangible Assets, Gross (Excluding Goodwill) | [1] | 105,595 | 59,891 |
Net Carrying Amount | 73,159 | 33,576 | |
Indefinite lived intangible assets | [1] | 4,418 | 4,764 |
Intangible Assets, Net (Excluding Goodwill) | 77,577 | 38,340 | |
Trademarks and patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | [1] | 2,537 | 1,046 |
Accumulated Amortization | 615 | 364 | |
Net Carrying Amount | 1,922 | 682 | |
Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | [1] | 47,423 | 33,942 |
Accumulated Amortization | 18,731 | 15,958 | |
Net Carrying Amount | 28,692 | 17,984 | |
Covenant not-to-compete [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | [1] | 935 | 1,016 |
Accumulated Amortization | 891 | 823 | |
Net Carrying Amount | 44 | 193 | |
Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | [1] | 50,282 | 19,123 |
Accumulated Amortization | 7,781 | 4,406 | |
Net Carrying Amount | $ 42,501 | $ 14,717 | |
[1] | Gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations. |
Goodwill and Intangible Asset67
Goodwill and Intangible Assets (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||
Amortization expense | $ 2.8 | $ 1.5 | $ 8 | $ 4.7 |
Annual Future Amortization Expense | ||||
Anticipated future amortization expense for remainder of 2015 | 2.8 | 2.8 | ||
Anticipated future amortization expense for 2016 | 10.4 | 10.4 | ||
Anticipated future amortization expense for 2017 | 10 | 10 | ||
Anticipated future amortization expense for 2018 | 9.5 | 9.5 | ||
Anticipated future amortization expense for 2019 | $ 9 | $ 9 |
Goodwill and Intangible Asset68
Goodwill and Intangible Assets (Weighted Average Amortization Period by Intangible Asset Class) (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Years) | 5 years 8 months |
Trademarks and patents [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Years) | 4 years 6 months |
Technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Years) | 5 years |
Covenant not-to-compete [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Years) | 1 year |
Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (Years) | 6 years 3 months |
Goodwill and Intangible Asset69
Goodwill and Intangible Assets (Changes in Carrying Amount of Goodwill by Segment) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 98,227 |
Foreign currency translation adjustment | (6,960) |
Arlon acquisition | 86,337 |
Ending Balance | 177,604 |
Advanced Connectivity Solutions [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 0 |
Foreign currency translation adjustment | 0 |
Arlon acquisition | 52,444 |
Ending Balance | 52,444 |
Elastomeric Material Solutions [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 23,565 |
Foreign currency translation adjustment | (1,301) |
Arlon acquisition | 33,893 |
Ending Balance | 56,157 |
Power Electronics Solutions [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 72,438 |
Foreign currency translation adjustment | (5,659) |
Arlon acquisition | 0 |
Ending Balance | 66,779 |
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) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | |
Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($)defendantLegalMatterclaim | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)LegalMatterclaim | Sep. 30, 2015USD ($)LegalMatter | |
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of pending claims (legal matter) | LegalMatter | 452 | 438 | 452 | ||
Description of named defendants | Cases involving us typically name 50-300 defendants | ||||
Number of claims dismissed | claim | 148 | 104 | |||
Number of claims settled (claim) | claim | 5 | 13 | |||
Claims settlements amount | $ 1.6 | $ 1.5 | |||
Cost sharing agreement, expiration date | Jan. 25, 2015 | ||||
Asbestos-related liabilities, estimated liability | $ 56.5 | ||||
Asbestos-related liabilities, estimated insurance recovery | 53 | ||||
Minimum [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of defendants (defendant) | defendant | 1 | ||||
Maximum [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of defendants (defendant) | defendant | 833 | ||||
Asbestos forcast claim period (years) | 10 years | ||||
Superfund Sites Proceedings [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of pending claims (legal matter) | LegalMatter | 1 | 1 | |||
Estimated total cleanup costs, cost sharing percentage (percent) | 2.00% | ||||
Loss contingency, minimum possible loss | $ 18.8 | ||||
Loss contingency, maximum possible loss | 29.6 | ||||
Estimated total cleanup costs, accrual | 0.4 | $ 0.4 | |||
PCB Contamination Proceedings [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Estimated total cleanup costs, accrual | 0.7 | 0.7 | |||
Remediation and monitoring costs incurred since inception related to the PCB soil and building contamination | $ 0.5 | 2.4 | |||
Accrual for environmental loss contingencies | 0.2 | $ 0.2 | |||
Connecticut Voluntary Corrective Action Program [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
PCB contamination of the building, liability recording during the period | $ 0.1 | ||||
Claim of Improper Relationship Termination [Member] | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Claims settlements amount | $ 0.5 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 06, 2015 | |
Equity [Abstract] | |||||
Authorized stock repurchase amount | $ 100,000,000 | ||||
Remaining authorized stock repurchase amount | $ 62,500,000 | $ 62,500,000 | |||
Shares of common stock repurchased | 678,300 | 0 | 678,300 | 0 | |
Value of common stock repurchased | $ 37,457,000 | $ 0 | $ 37,457,000 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (percent) | 43.50% | 28.60% | 35.10% | 30.00% |
Change in income tax expense due to redemption of corporate owned life insurance policies | $ 1.9 | |||
Statutory rate (percent) | 35.00% | 35.00% | ||
Unrecognized tax benefits, interest and penalties accrued | $ 1.3 | $ 1.3 | ||
Unrecognized tax benefits | 12.7 | 12.7 | ||
Unrecognized tax benefits that would decrease the effective tax rate if recognized | 12.6 | 12.6 | ||
Unrecognized tax benefits that could be recognized within 12 months | $ 3.9 | $ 3.9 |