Total pages included - 13
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4347
ROGERS CORPORATION
(Exact name of Registrant as specified in its charter)
Massachusetts 06-0513860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 188, One Technology Drive, Rogers, Connecticut 06263-0188
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 774-9605
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
The number of shares outstanding of the Registrant's classes of common
stock as of October 28, 2001:
Capital Stock, $1 Par Value-15,696,418 shares
-1-
ROGERS CORPORATION AND SUBSIDIARIES
FORM 10-Q
September 30, 2001
INDEX
Page No.
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Consolidated Statements of Income--
Three Months and Nine Months Ended
September 30, 2001 and October 1, 2000 3
Consolidated Balance Sheets--
September 30, 2001 and December 31, 2000 4-5
Consolidated Statements of Cash Flows--
Nine Months Ended September 30, 2001 and
October 1, 2000 6
Supplementary Notes 7-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-12
PART II--OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Reports on Form 8-K 13
SIGNATURES 13
-2-
PART I - FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
ROGERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except for Per Share Amounts)
Three Months Ended: Nine Months Ended:
------------------------- --------------------------
September 30, October 1, September 30, October 1,
2001 2000 2001 2000
------------- ---------- ------------- ----------
Net Sales $ 51,031 $ 62,357 $ 167,943 $ 187,263
Cost of Sales 35,239 41,662 115,696 125,349
Selling and
Administrative Expenses 9,591 10,026 29,648 29,920
Acquisition/Restructuring
Costs -- -- 1,995 --
Research and Development
Expenses 3,333 2,942 9,423 9,117
--------- -------- -------- --------
Total Costs and Expenses 48,163 54,630 156,762 164,386
--------- -------- -------- --------
Operating Income 2,868 7,727 11,181 22,877
Other Income less
Other Charges 1,663 1,938 5,532 3,996
Interest Income, Net 68 104 193 290
--------- --------- --------- ---------
Income Before
Income Taxes 4,599 9,769 16,906 27,163
Income Taxes:
Federal and Foreign 1,339 2,735 4,908 7,606
State 41 98 164 271
--------- --------- --------- ---------
Net Income $ 3,219 $ 6,936 $ 11,834 $ 19,286
========= ========= ========= =========
Net Income Per Share (Note G):
Basic $ 0.21 $ 0.46 $ 0.78 $ 1.30
========= ========= ========= =========
Diluted $ 0.20 $ 0.44 $ 0.74 $ 1.22
========= ========= ========= =========
Shares Used in Computing (Note E):
Basic 15,299,000 14,955,000 15,240,000 14,832,000
========== ========== ========== ==========
Diluted 15,885,000 15,830,000 15,917,000 15,807,000
========== ========== ========== ==========
The accompanying notes are an integral part of the consolidated
financial statements.
-3-
ROGERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
September 30, 2001 December 31, 2000
------------------ -----------------
Current Assets:
Cash and Cash Equivalents $ 18,287 $ 10,100
Accounts Receivable, Net 29,509 35,067
Accounts Receivable, Joint Ventures 6,869 11,198
Inventories:
Raw Materials 11,850 12,702
In-Process and Finished 15,680 17,721
---------- ----------
Total Inventories 27,530 30,423
Current Deferred Income Taxes 5,000 5,000
Other Current Assets 1,165 1,061
---------- ----------
Total Current Assets 88,360 92,849
---------- ----------
Property, Plant and Equipment, Net of
Accumulated Depreciation of
$88,446 and $78,319 95,894 94,199
Investment in Unconsolidated
Joint Ventures 15,017 11,577
Pension Asset 6,407 6,407
Goodwill and Other Intangibles, Net 13,729 14,068
Other Assets 2,260 2,414
---------- ----------
Total Assets $ 221,667 $ 221,514
========== ==========
The accompanying notes are an integral part of the consolidated
financial statements.
-4-
ROGERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND SHAREHOLDERS' EQUITY
(Dollars in Thousands)
September 30, 2001 December 31, 2000
------------------ -----------------
Current Liabilities:
Accounts Payable $ 11,199 $ 12,418
Accrued Employee Benefits and
Compensation 8,586 12,830
Accrued Income Taxes Payable 9,027 5,554
Taxes, Other than Federal and
Foreign Income 648 1,643
Other Accrued Liabilities 6,088 6,300
---------- ----------
Total Current Liabilities 35,548 38,745
---------- ----------
Long-Term Debt -- 9,116
Noncurrent Deferred Income Taxes 8,587 8,626
Noncurrent Pension Liability 9,676 9,676
Noncurrent Retiree Health Care and Life
Insurance Benefits 5,990 5,990
Other Long-Term Liabilities 3,602 3,548
Shareholders' Equity:
Capital Stock, $1 Par Value:
Authorized Shares 50,000,000;
Issued Shares 15,668,362 and
15,485,570 15,668 15,486
Additional Paid-In Capital 32,684 32,262
Treasury Stock (382,900 shares) (13,436) (13,436)
Accumulated Other Comprehensive
Loss (1,556) (2,203)
Retained Earnings 124,904 113,704
---------- ----------
Total Shareholders' Equity 158,264 145,813
---------- ----------
Total Liabilities and
Shareholders' Equity $ 221,667 $ 221,514
========== ==========
The accompanying notes are an integral part of the consolidated
financial statements.
-5-
ROGERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Nine Months Ended:
--------------------------
September 30, October 1,
2001 2000
------------- -----------
CASH FLOWS PROVIDED BY
(USED IN) OPERATING ACTIVITIES:
Net Income $ 11,834 $ 19,286
Adjustments to Reconcile Net
Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 10,958 9,615
Expense for Deferred Income Taxes -- 13
Equity in Undistributed (Income)
of Unconsolidated Joint
Ventures, Net (1,965) (2,724)
Loss on Disposition of Assets -- 333
Noncurrent Pension and
Postretirement Benefits 294 78
Other, Net (166) 202
Changes in Operating Assets
and Liabilities:
Accounts Receivable 5,228 (7,388)
Accounts Receivable - Joint Ventures 4,329 (4,986)
Inventories 2,786 (5,726)
Other Current Assets (111) (587)
Accounts Payable and Accrued Expenses (2,959) 6,549
---------- ----------
Net Cash Provided by
Operating Activities 30,228 14,665
CASH FLOWS PROVIDED BY (USED IN)
INVESTING ACTIVITIES:
Capital Expenditures (12,168) (18,633)
Investment in Unconsolidated Joint
Ventures and Affiliates (1,495) 834
---------- ----------
Net Cash (Used in) Investing
Activities (13,663) (17,799)
CASH FLOWS PROVIDED BY (USED IN)
FINANCING ACTIVITIES:
Proceeds from Short and Long-Term Borrowings 66 1,604
Repayments of Debt Principal (9,116) (1,685)
Proceeds from Sale of Capital Stock 268 368
---------- ----------
Net Cash Provided by (Used in)
Financing Activities (8,782) 287
Effect of Exchange Rate Changes on Cash 404 646
---------- ----------
Net (Decrease) Increase in Cash
and Cash Equivalents 8,187 (2,201)
Cash and Cash Equivalents at Beginning of Year 10,100 9,955
---------- ----------
Cash and Cash Equivalents at End of Quarter $ 18,287 $ 7,754
========== ==========
The accompanying notes are an integral part of the consolidated
financial statements.
-6-
ROGERS CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY NOTES
A. The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. For
further information, refer to the audited consolidated financial statements
and footnotes thereto included in the Company's annual report on Form
10-K for the fiscal year ended December 31, 2000.
B. Interest paid during the first nine months of 2001 and 2000 was $574,000
and $683,000, respectively.
C. Income taxes paid were $497,000 and $554,000 in the first nine months of
2001 and 2000, respectively.
D. The components of comprehensive income, net of related tax, are as follows:
Three Months Ended: Nine Months Ended:
------------------------- -------------------------
(Dollars In Thousands) September 30, October 1, September 30, October 1,
2001 2000 2001 2000
------------------------------------------------------
Net income $ 3,219 $ 6,936 $ 11,834 $ 19,286
Foreign currency
translation adjustments 2,103 (732) 647 (1,268)
------------------------- -------------------------
Comprehensive income $ 5,322 $ 6,204 $ 12,481 $ 18,018
========================= =========================
Accumulated balances related to each component of Other Comprehensive Income
(Loss) are as follows:
September 30, 2001 December 31, 2000
------------------ -----------------
Foreign currency
translation adjustments $ 313 $ (334)
Change in minimum pension
liability (1,869) (1,869)
-------- --------
$(1,556) $(2,203)
======== ========
-7-
SUPPLEMENTARY NOTES, CONTINUED
E. The following table sets forth the computation of basic and diluted earnings
per share in conformity with Statement of Financial Accounting Standards No.
128, "Earnings per Share":
Three Months Ended: Nine Months Ended:
(In Thousands, Except --------------------------- --------------------------
Per Share Amounts) September 30, October 1, September 30, October 1,
2001 2000 2001 2000
--------------------------- --------------------------
Numerator:
Net income $ 3,219 $ 6,936 $ 11,834 $ 19,286
Denominator:
Denominator for
basic earnings per
share -
Weighted-average
shares 15,299 14,955 15,240 14,832
Effect of stock
options 586 875 677 975
--------------------------- ---------------------------
Denominator for
diluted earnings
per share -
adjusted
weighted-average
shares and assumed
conversions 15,885 15,830 15,917 15,807
=========================== ===========================
Basic earnings
per share $ 0.21 $ 0.46 $ 0.78 $ 1.30
============================ ==========================
Diluted earnings
per share $ 0.20 $ 0.44 $ 0.74 $ 1.22
============================ ==========================
F. Segment information has been prepared in accordance with Financial
Accounting Standards Board (FASB) Statement of Financial Accounting
Standards (FAS) No. 131, "Disclosures about Segments of an Enterprise and
Related Information." Certain reclassifications were made in 2000 to
reflect the way that the business segments are viewed by top management
and the Board of Directors. The prior year information presented has been
restated to reflect these reclassifications. The quarterly information
required by FAS No. 131 is presented below.
(In Millions)
High Printed Polymer
Performance Circuit Materials & Total
Foams Materials Componenets
----------------------------------------------------------------------------
Three months ended
September 30, 2001
Net Sales $12.3 $20.2 $18.5 $51.0
Operating Income 1.1 1.2 0.6 2.9
Three months ended
October 1, 2000
Net Sales $15.1 $26.2 $21.1 $62.4
Operating Income 3.3 3.0 1.4 7.7
Nine months ended
September 30, 2001
Net Sales $38.1 $69.0 $60.8 $167.9
Operating Income 3.3 5.7 2.2 11.2
Nine months ended
October 1, 2000
Net Sales $44.5 $74.8 $68.0 $187.3
Operating Income 9.0 9.7 4.2 22.9
Inter-segment sales, which are generally priced with reference to costs or
prevailing market prices, are not material in relation to consolidated net
sales and have been eliminated from the sales data in the previous tables.
-8-
SUPPLEMENTARY NOTES, CONTINUED
G. The Company is subject to federal, state, and local laws and regulations
concerning the environment and is currently engaged in proceedings
involving a number of sites under these laws, as a participant in a group
of potentially responsible parties (PRPs).
The Company is currently involved as a PRP in two cases involving waste
disposal sites, both of which are Superfund sites. These proceedings are
at an early stage and it is impossible to estimate the cost of remediation,
the timing and extent of remedial action which may be required by
governmental authorities, and the amount of liability, if any, of the
Company alone or in relation to that of any other PRPs. The Company also
has been seeking to identify insurance coverage with respect to these
matters. Where it has been possible to make a reasonable estimate
of the Company's liability, a provision has been established. Insurance
proceeds have only been taken into account when they have been confirmed
by or received from an insurance company. Actual costs to be incurred
in future periods may vary from these estimates. Based on facts
presently known to it, the Company does not believe that the outcome
of these proceedings will have a material adverse effect on its financial
position.
In addition to the above proceedings, the Company has been actively
working with the Connecticut Department of Environmental Protection
(CT DEP) related to certain polychlorinated biphenyl (PCB) contamination
in the soil beneath a section of cement flooring at its Woodstock,
Connecticut facility. The Company completed clean-up efforts in 2000
and will be continually monitoring the site for the next several
years. On the basis of estimates prepared by environmental engineers
and consultants, the Company recorded a provision of approximately
$1,600,000 prior to 1998, and based on updated estimates provided an
additional $600,000 in 1998 and $400,000 in 1999 for costs related to
this matter. Prior to 1998, $700,000 was charged against this
provision. In 1998, 1999, and 2000, expenses of $200,000, $400,000,
and $900,000 were charged, respectively against the provision. The
amount charged during the first nine months of 2001 was $100,000. The
remaining amount in the reserve is primarily for testing, monitoring,
sampling and any minor residual treatment activity. Management
believes, based on facts currently available, that the balance of this
provision is adequate to complete the project.
In this same matter the United States Environmental Protection Agency
(EPA) has alleged that the Company improperly disposed of PCBs. An
administrative law judge found the Company liable for this alleged
disposal and assessed a penalty of approximately $300,000. The
Company reflected this fine in expense in 1998 but disputes the EPA
allegations and has appealed the administrative law judge's findings
and penalty assessment. The original findings were upheld internally
by the EPA's Environmental Appeals Board, and the Company has now placed
that decision on appeal with the District of Columbia Federal Court of
Appeals.
The Company has not had any material recurring costs and capital
expenditures relating to environmental matters, except as specifically
described in the preceding statements.
-9-
SUPPLEMENTARY NOTES, CONTINUED
H. On August 17, 2000, the Board of Directors authorized the Company to
repurchase up to $2.0 million of its common stock. No shares have
been repurchased pursuant to this authority.
I. On February 7, 2001, the Company entered into a definitive agreement
to purchase the Advanced Dielectric Division (ADD) of Tonoga, Inc.
(commonly known as Taconic), which operates facilities in Petersburgh,
New York and Mullingar, Ireland. On May 11, 2001, the Company
announced that active discussions with Taconic to acquire the ADD
business had been suspended and it was not anticipated that the
acquisition would occur. Accordingly, $1.5 million in costs
associated with this potential acquisition were written off during
the second quarter. On October 23, 2001, the Company terminated
the acquisition agreement.
On October 24, 2001, a breach of contract lawsuit was filed
against the Company in the United States District Court for the
District of Connecticut seeking damages in the amount of
$25 million or more, as well as specific performance and
attorneys' fees (Tonoga, Ltd., d/b/a Taconic Plastics Ltd.,
Tonoga, Inc., Andrew G. Russell, and James M. Russell v. Rogers
Corporation). The complaint alleges that the Company breached
its agreement to purchase Taconic's Advanced Dielectric Division.
The Company believes that several conditions precedent to a
closing contained in the relevant agreement were not satisfied
by Taconic, and that the litigation is without merit. The
Company intends to vigorously defend the lawsuit.
J. Other income less other charges was $5.5 million in the first nine
months of 2001 compared to $4.0 million in the same period in 2000.
The increase is primarily due to the performance of Rogers joint
ventures, particularly Polyimide Laminate Systems, LLC (PLS) and
Rogers Inoac Corporation (RIC) and higher royalty income.
K. In the second quarter of 2001, the Company incurred a restructuring
charge in the amount of $500,000. This amount primarily consists
of $300,000 in severance benefits for the termination of 20 employees
in the Printed Circuit Materials segment and $200,000 in costs
associated with the merging of two business units within the
segment. All 20 of these employees were terminated during the second
quarter and $150,000 of this charge remains accrued at
September 30, 2001.
L. In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets,
effective for fiscal years beginning after December 15, 2001.
Under the new rules, goodwill (and intangible assets deemed to have
indefinite lives) will no longer be amortized but will be subject
to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their useful lives.
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application
of the Provisions of the Statements is not expected to have a material
impact.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Net sales of $51.0 million in the third quarter and $167.9 million for the
first nine months of 2001 were down 18% and 10%, respectively, from the
comparable periods in 2000. Combined Sales which include one-half of the
sales from three of Rogers 50% owned joint ventures, were $65.7 million for
the quarter and $211.8 million for the first nine months, down 17% and
10%, respectively, over the
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
same periods in 2000. Along with a normal seasonally slower third
quarter, the decrease in sales is primarily attributable to the
widespread slowdown in wireless communications and the general downturn
in the overall global economy.
High Performance Foam sales were $12.3 million and $38.1 million for
this year's third quarter and first nine months, down 18% and 14%,
respectively from the comparable periods in 2000. Although foam revenues
continue to be soft, sales of these materials into cellular phone
handsets have begun to rebound with the elimination of the inventory
overhang that was present throughout the first half of the year. Sales
of both urethane and silicone foams were up slightly over last quarter.
Sales of Printed Circuit Materials for the third quarter and first nine
months totaled $20.2 million and $69.0 million, respectively, a decrease
of 23% and a decrease of 8% compared to the third quarter and first nine
months of 2000. While sales into the wireless area in general are
significantly lower than during 2000, certain segments of the market are
beginning to see signs of recovery that should favorably impact the
Company long term. Rogers continues to benefit from penetration into
new applications and new design wins for both flexible and
high-frequency laminates. In May, the Company merged two of its
operating units within this segment, a move that is expected to save in
excess of $1.0 million annually.
Sales of Polymer Materials and Components were $18.5 million and $60.8
million, respectively for the third quarter and first nine months of
2001, a decrease of 12% and 11%, respectively, from the comparable 2000
periods. Sales to the transportation and imaging markets remain weak.
Profits and earnings per share for the third quarter and the first
nine months of 2001 were down from the comparable periods of 2000.
Compared with the third quarter and first nine months of last year,
earnings decreased by 54% and 39%, respectively, to $3.2 million and
$11.8 million. These decreases reflected a one-time pre-tax charge
of $2.0 million in the second quarter of 2001. Without this charge,
the Company's earnings would have been $13.1 million for the first
nine months. Diluted earnings per share for the third quarter were
$0.20, down from the $0.44 earned in the third quarter of 2000. For
the first nine months of 2001, diluted earnings per share were $0.74
after the $0.09 per share one-time pre-tax charge, down from the $1.22
earned in the first nine months of 2000.
Manufacturing profit as a percentage of sales in the first nine months
of 2001 and 2000 was 31% and 33%, respectively. This decrease continues
the trend of the first and second quarters and can be attributed to the
lower sales volumes caused by the slowdown in wireless communications,
transportation and imaging markets, along with the general downturn in
the overall global economy.
Selling and administrative expenses for the third quarter and first
nine months of 2001 decreased slightly in total dollars and increased
as a percentage of sales. The increase in percentage of sales is
primarily due to the cost of added salaried employees during 2000,
and the decreased sales volume experienced by the Company.
Acquisition/Restructuring costs for the first nine months of 2001 were
$2.0 million. These expenses are new for this year and are attributed
to the terminated Taconic acquisition and the merging of two business
units within the Company's Printed Circuit Materials segment. This
amount primarily consists of $300,000 in severance benefits and
$200,000 in costs associated with the merging of business units and
$1.5 million for the terminated Taconic acquisition.
-11-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Research and development expenses of $9.4 million for the first nine
months of 2001 were up slightly from the $9.1 million incurred in the
first nine months of 2000. The slight increase is due to the costs of
technical employees added during 2000.
Net interest income for 2001 remained about the same as the comparable
period in 2000.
Other income was $5.5 million in the first nine months of 2001 compared
to $4.0 million in the comparable period in 2000. The increase is
due to the performance of the PLS and RIC joint ventures and higher
royalty income, offset partially by lower joint venture income from
Durel. On June 28, 2001, Durel Corporation, the Company's 50% owned
joint venture with 3M, was informed that the patent infringement lawsuit
it filed against Osram Sylvania Inc., which had been decided in Durel's
favor in February 2000, had been reversed by the U.S. Court of Appeals.
Durel does not anticipate that this judgment will have any substantive
effect on its business now or in the future.
Net cash provided by operating activities in the first nine months
of 2001 totaled $30.8 million. This compares with $14.7 million provided
by operations for the comparable 2000 period. This difference is
primarily attributable to lower accounts receivable and inventory
levels offset by lower accounts payable, accrued expenses and net income.
In 2001, investments in capital equipment totaled $12.2 million in the
first nine months and are expected to approach $20.1 million for the
year. In 2000, capital expenditures in the first nine months were
$18.6 million and they finished at $22.7 million for the year. Despite
the economic climate, Rogers is continuing to invest in its long-term
future. Work is proceeding as planned on the Ghent high-frequency
circuit laminate facility and it should begin making material for
customer qualification soon. The Rogers Chang Chun Technology
building in Taiwan is now complete. The equipment for this new
joint venture facility has arrived and is being installed. Startup
for this plant, that will produce flexible circuit laminates
for the Taiwanese market, is still planned for late this fall.
Management believes that in the near term internally generated funds
plus available lines of credit will be sufficient to meet the regular
needs of the business. The Company currently has an unsecured
multi-currency revolving credit agreement with two domestic banks
and can borrow up to $75 million, or the equivalent in certain other
foreign currencies. The borrowing at July 1, 2001 was for 390.2
million Belgian francs ($9.1 million) and the interest rate on the
loan was 5.07%. However, as U.S. interest rates dropped below the rate
where Rogers could earn more on invested cash than it paid in interest
on the loan, and considering the strong U.S. dollar, the decision was
made to pay off the debt of approximately $9.1 million at the beginning
of the third quarter.
During the third quarter of 2001 there were no material developments
relative to environmental matters or other contingencies. Refer to Note G;
however as explained in Note I on October 24, 2001, a lawsuit was filed
against the Company relative to the termination of an acquisition.
Statements in this report that are not strictly historical may be deemed
to be "forward-looking" statements which should be considered as subject
to the many uncertainties that exist in the Company's operations and
environment. These uncertainties, which include economic conditions,
market demand and pricing, competitive and cost factors, rapid
technological change, new product introductions, and the like, are
incorporated by reference in the Rogers Corporation 2000 Form 10-K
filed with the Securities and Exchange Commission. Such factors could
cause actual results to differ materially from those in the
forward-looking statements.
-12-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On October 24, 2001, a breach of contract lawsuit was filed
against the Company in the United States District Court for the
District of Connecticut seeking damages in the amount of
$25 million or more, as well as specific performance and
attorneys' fees (Tonoga, Ltd., d/b/a Taconic Plastics Ltd.,
Tonoga, Inc., Andrew G. Russell, and James M. Russell v. Rogers
Corporation). The complaint alleges that the Company breached
its agreement to purchase Taconic's Advanced Dielectric Division.
The Company believes that several conditions precedent to a
closing contained in the relevant agreement were not satisfied
by Taconic, and that the litigation is without merit. The
Company intends to vigorously defend the lawsuit.
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits: none
(b) There were no reports on Form 8-K filed for the three months
ended September 30, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROGERS CORPORATION
(Registrant)
/S/ FRANK H. ROLAND
----------------------
Frank H. Roland
Vice President, Finance and
Chief Financial Officer
Dated: November 13, 2001
-13-