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EX-32 - EXHIBIT 32 - ROGERS CORProg-2017630x10qex32.htm
EX-31.2 - EXHIBIT 31.2 - ROGERS CORProg-2017630x10qex312.htm
EX-31.1 - EXHIBIT 31.1 - ROGERS CORProg-2017630x10qex311.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
or
o
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 Identification No.)
incorporation or organization)
 
 
 
2225 W. Chandler Blvd., Chandler, Arizona
85224-6155
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (480) 917-6000
_______________________________
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 ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
Accelerated filer  o
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company) 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
The number of shares outstanding of the registrant’s capital stock as of July 27, 2017 was 18,173,591.






ROGERS CORPORATION
FORM 10-Q

June 30, 2017

Forward Looking Statements
This Quarterly Report on Form 10-Q contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. See “Forward-Looking Statements” in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.   

2



Part I – Financial Information

Item 1.
Financial Statements

ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars and shares in thousands, except per share amounts)

 
Quarter Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net sales
$
201,424

 
$
157,489

 
$
405,252

 
$
318,056

Cost of sales
120,878

 
97,290

 
244,356

 
197,349

Gross margin
80,546

 
60,199

 
160,896

 
120,707

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
39,567

 
34,369

 
73,731

 
64,229

Research and development expenses
7,141

 
7,074

 
14,102

 
13,622

Restructuring charges
1,079

 

 
1,805

 

Gain on sale of long-lived asset

 

 
(942
)
 

Operating income
32,759

 
18,756

 
72,200

 
42,856

 
 
 
 
 
 
 
 
Equity income in unconsolidated joint ventures
966

 
708

 
1,976

 
1,321

Other income (expense), net
(185
)
 
191

 
530

 
(356
)
Interest expense, net
(1,947
)
 
(1,115
)
 
(3,195
)
 
(2,236
)
Income before income tax expense
31,593


18,540

 
71,511

 
41,585

Income tax expense
10,697

 
13,163

 
23,583

 
21,280

Net income
$
20,896

 
$
5,377

 
$
47,928

 
$
20,305

 
 
 
 
 
 
 
 
Basic earnings per share
$
1.15

 
$
0.30

 
$
2.65

 
$
1.13

Diluted earnings per share
$
1.13

 
$
0.29

 
$
2.60

 
$
1.11

 
 
 
 
 
 
 
 
Shares used in computing:
 

 
 

 
 

 
 

Basic earnings per share
18,140

 
18,007

 
18,098

 
17,986

Diluted earnings per share
18,547

 
18,253

 
18,460

 
18,234


The accompanying notes are an integral part of the condensed consolidated financial statements.
3

ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands)



 
Quarter Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net income
$
20,896

 
$
5,377

 
$
47,928

 
$
20,305

 
 
 
 
 
 
 
 
Foreign currency translation adjustment
12,591

 
(5,729
)
 
16,730

 
5,197

Derivative instruments designated as cash flow hedges:
 
 
 
 
 
 
 
Unrealized gain (loss) on derivative instruments held at period end, net of tax (Note 6)
(321
)
 
5

 
(435
)
 
11

Unrealized (gain) loss reclassified into earnings (Note 6)
107

 

 
107

 

Accumulated other comprehensive income (loss) pension and post-retirement benefits:
 
 
 
 
 
 
 
Actuarial net gain (loss) incurred in fiscal year, net of tax (Note 6)
334

 


 
334

 


Pension and postretirement benefit plans reclassified into earnings, net of tax (Note 6):
 
 
 
 
 
 
 
Amortization of loss, net of tax (Note 6)
6

 
36

 
36

 
71

Other comprehensive income (loss)
12,717

 
(5,688
)
 
16,772

 
5,279

 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
33,613

 
$
(311
)
 
$
64,700

 
$
25,584




The accompanying notes are an integral part of the condensed consolidated financial statements.
4

ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited)
(Dollars and shares in thousands)

 
June 30, 2017
 
December 31, 2016
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
177,312

 
$
227,767

Accounts receivable, less allowance for doubtful accounts of $2,015 and $1,952
136,993

 
119,604

Inventories
102,549

 
91,130

Prepaid income taxes
4,392

 
3,020

Asbestos-related insurance receivables
7,099

 
7,099

Assets held for sale
2,741

 
871

Other current assets
10,355

 
8,910

Total current assets
441,441

 
458,401

Property, plant and equipment, net of accumulated depreciation
173,363

 
176,916

Investments in unconsolidated joint ventures
17,949

 
16,183

Deferred income taxes
19,657

 
14,634

Goodwill
232,247

 
208,431

Other intangible assets
167,226

 
136,676

Asbestos-related insurance receivables
41,295

 
41,295

Other long-term assets
5,963

 
3,964

Total assets
$
1,099,141

 
$
1,056,500

Liabilities and Shareholders’ Equity
 

 
 

Current liabilities
 

 
 

Accounts payable
$
35,560

 
$
28,379

Accrued employee benefits and compensation
30,433

 
31,104

Accrued income taxes payable
12,387

 
10,921

Current portion of lease obligation
383

 
350

Current portion of long term debt

 
3,653

Asbestos-related liabilities
7,099

 
7,099

Other accrued liabilities
21,349

 
19,679

Total current liabilities
107,211

 
101,185

Borrowings under credit facility
191,188

 
235,877

Long term lease obligation
5,207

 
4,993

Pension and post-retirement benefit obligations
8,501

 
8,501

Retiree health care and life insurance benefits
1,510

 
1,992

Asbestos-related liabilities
44,883

 
44,883

Non-current income tax
7,302

 
6,238

Deferred income taxes
11,559

 
13,883

Other long-term liabilities
3,525

 
3,162

Commitments and Contingencies (Note 14)


 


Shareholders’ Equity
 

 
 

Capital Stock - $1 par value; 50,000 authorized shares; 18,161 and 18,021 shares outstanding
18,161

 
18,021

Additional paid-in capital
123,575

 
118,678

Retained earnings
652,009

 
591,349

Accumulated other comprehensive income (loss)
(75,490
)
 
(92,262
)
Total shareholders’ equity
718,255

 
635,786

Total liabilities and shareholders’ equity
$
1,099,141

 
$
1,056,500


The accompanying notes are an integral part of the condensed consolidated financial statements.
5

ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars and shares in thousands)

 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
Operating Activities:
 
 
 
Net income
$
47,928

 
$
20,305

Adjustments to reconcile net income to cash from operating activities:
 

 
 

Depreciation and amortization
21,536

 
18,312

Stock-based compensation expense
5,327

 
5,740

Deferred income taxes
4,813

 
8,825

Equity in undistributed income of unconsolidated joint ventures
(1,976
)
 
(1,321
)
Dividends received from unconsolidated joint ventures
616

 
426

Pension and postretirement benefits
(794
)
 
(1,404
)
Loss (gain) from the sale of property, plant and equipment
(942
)
 
15

           Bad debt expense
61

 

           Proceeds from insurance related to operations
826

 

Changes in operating assets and liabilities, excluding effects of acquisitions:
 

 
 

Accounts receivable
(13,220
)
 
(8,693
)
Inventories
(6,464
)
 
616

Pension contribution
(147
)
 
(138
)
Other current assets
(1,991
)
 
(2,056
)
Accounts payable and other accrued expenses
7,213

 
12,585

Other, net
1,703

 
(1,908
)
Net cash provided by operating activities
64,489

 
51,304

 
 
 
 
Investing Activities:
 

 
 

Business acquisition
(60,191
)
 

Capital expenditures, net
(9,696
)
 
(9,992
)
   Proceeds from insurance related to property, plant and equipment
922

 

Proceeds from the sale of property, plant and equipment, net
1,641

 

Net cash used in investing activities
(67,324
)
 
(9,992
)
 
 
 
 
Financing Activities:
 

 
 

Debt issuance costs
(1,169
)
 

Repayment of debt principal and long term lease obligation
(50,178
)
 
(1,516
)
Repurchases of capital stock

 
(3,997
)
Proceeds from the exercise of stock options, net
1,905

 
2,058

Issuance of shares upon vesting of restricted stock units, net
(2,617
)
 
(1,201
)
Proceeds from issuance of shares to employee stock purchase plan
422

 
427

Net cash used in financing activities
(51,637
)
 
(4,229
)
 
 
 
 
Effect of exchange rate fluctuations on cash
4,017

 
5,728

 
 
 
 
Net increase (decrease) in cash and cash equivalents
(50,455
)
 
42,811

Cash and cash equivalents at beginning of period
227,767

 
204,586

Cash and cash equivalents at end of period
$
177,312

 
$
247,397


The accompanying notes are an integral part of the condensed consolidated financial statements.
6

ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands)





 
Capital Stock/Capital Shares
 
Additional Paid-In Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total Shareholders’ Equity
Balance at December 31, 2016
$
18,021

 
$
118,678

 
$
591,349

 
$
(92,262
)
 
$
635,786

Net income

 

 
47,928

 

 
47,928

Other comprehensive income (loss)

 

 

 
16,772

 
16,772

Stock options exercised
50

 
1,855

 

 

 
1,905

Stock issued to directors
12

 
(12
)
 

 

 

Shares issued for employees stock purchase plan
8

 
414

 

 

 
422

Shares issued for vested restricted stock units, net of cancellations for tax withholding
70

 
(2,687
)
 

 

 
(2,617
)
Cumulative-effect adjustment of change in accounting for share-based compensation

 

 
12,732

 

 
12,732

Stock-based compensation expense

 
5,327

 

 

 
5,327

Balance at June 30, 2017
$
18,161

 
$
123,575

 
$
652,009

 
$
(75,490
)
 
$
718,255



The accompanying notes are an integral part of the condensed consolidated financial statements.
7



ROGERS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Note 1 – 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 accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, the accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for their fair presentation in accordance with GAAP. All significant intercompany transactions have been eliminated.
Certain statement of financial position reclassifications have been made to prior period balances in order to conform to the current period’s presentation.
Interim results are not necessarily indicative of results for a full year. For further information regarding our accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Note 2 – 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. Assets and liabilities measured on a recurring basis, categorized by the level of inputs used in the valuation, included:
(Dollars in thousands)
 
Carrying amount as of June 30, 2017
 
Level 1
 
Level 2
 
Level 3
Foreign currency contracts
 
$
(312
)
 
$

 
$
(312
)
 
$

Copper derivative contracts
 
$
1,331

 
$

 
$
1,331

 
$

Interest rate swap
 
$
(622
)
 
$

 
$
(622
)
 
$

(Dollars in thousands)
 
Carrying amount as of December 31, 2016
 
Level 1
 
Level 2
 
Level 3
Foreign currency contracts
 
$
(170
)
 
$

 
$
(170
)
 
$

Copper derivative contracts
 
$
1,277

 
$

 
$
1,277

 
$



8



Note 3 – Hedging Transactions and Derivative Financial Instruments
We are exposed to certain risks related to our ongoing business operations. The primary risks being managed through our use of derivative instruments are foreign currency exchange rate risk and commodity pricing risk (primarily related to copper). During the first quarter of 2017, we also entered into an interest rate swap to hedge interest rate risk. We do not use derivative financial instruments for trading or speculative purposes. The valuation of derivative contracts used to manage each of these risks is described below:
Foreign Currency - The fair value of any foreign currency option derivative is based upon valuation models applied to current market information such as strike price, spot rate, maturity date and volatility, and by reference to market values resulting from an over-the-counter market or obtaining market data for similar instruments with similar characteristics.
Commodity - The fair value of copper derivatives is computed using a combination of intrinsic and time value valuation models. 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.
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 hedge accounting treatment as defined under the applicable accounting guidance. For derivative instruments that are designated and qualify for hedge accounting treatment as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss). This gain or loss is reclassified into earnings in the same line item of the condensed consolidated statements of operations associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. 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 condensed consolidated statements of operations during the current period. As of June 30, 2017 only our interest rate swap qualified for hedge accounting treatment as a cash flow hedge. For the six months ended June 30, 2017, there was hedge ineffectiveness of approximately $0.1 million which was recorded in the condensed consolidated statement of operations. For the six months ended June 30, 2016 there was no hedge ineffectiveness.
Foreign Currency
During the quarter ended June 30, 2017, we entered into Korean Won, Japanese Yen, Euro, and Hungarian Forint forward contracts. We entered into these foreign currency forward contracts to mitigate certain global transactional exposures. These contracts do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in “Other income (expense), net” in our condensed consolidated statements of operations.
As of June 30, 2017 the notional values of these foreign currency forward contracts were:
Notional Values of Foreign Currency Derivatives
KRW/USD
 
5,695,550,000

JPY/EUR
 
¥
266,000,000

EUR/USD
 
4,373,956

EUR/HUF
 
581,180

USD/CNY
 
$
6,083,500


9



Commodity
We currently have twenty-two outstanding contracts to hedge exposure related to the purchase of copper in our Power Electronics Solutions (PES) and Advanced Connectivity Solutions (ACS) 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 forecasted 2017 and 2018 monthly copper exposure and do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in “Other income (expense), net” in our condensed consolidated statements of operations. The notional values of our copper contracts outstanding as of June 30, 2017 were:
Volume of Copper Derivatives
July 2017 - September 2017
122
 metric tons per month
October 2017 - December 2017
122
 metric tons per month
January 2018 - March 2018
140
 metric tons per month
April 2018 - June 2018
98
 metric tons per month
July 2018 - September 2018
46
 metric tons per month
Interest Rates
In March 2017, we entered into an interest rate swap to hedge the variable interest rate on $75.0 million of our $450.0 million revolving credit facility. This transaction has been designated as a cash flow hedge and qualifies for hedge accounting treatment. See Note 12, “Debt” for further discussion regarding the credit facility. In July 2012, we entered into an interest rate swap to hedge the variable interest rate on our previously outstanding term loan debt. This swap expired as of June 30, 2016.
Effects on Statements of Operations and of Comprehensive Income (Loss):
(Dollars in thousands)
 
 
 
The Effect of Current Derivative Instruments on the Financial Statements for the period ended June 30, 2017
 
Fair Values of Derivative Instruments as of June 30, 2017
 
 
 
 
Gain (Loss)
 
Other Assets (Liabilities)
Foreign Exchange Contracts
 
Location
 
Quarter Ended
 
Six Months Ended
 
 
Contracts not designated as hedging instruments
 
Other income (expense), net
 
$
(312
)
 
$
(291
)
 
$
(312
)
Copper Derivatives
 
 
 
 
 
 

 
 
Contracts not designated as hedging instruments
 
Other income (expense), net
 
$
71

 
$
205

 
$
1,331

Interest Rate Swap
 
 
 
 
 
 
 
 
Contract designated as hedging instrument
 
Other comprehensive income (loss)
 
$
(335
)
 
$
(515
)
 
$
(622
)
(Dollars in thousands)
 
 
 
The Effect of Current Derivative Instruments on the Financial Statements for the period ended June 30, 2016
 
Fair Values of Derivative Instruments as of June 30, 2016
 
 
 
 
Gain (Loss)
 
Other Assets (Liabilities)
Foreign Exchange Contracts
 
Location
 
Quarter Ended
 
Six Months Ended
 
 
Contracts not designated as hedging instruments
 
Other income (expense), net
 
$
943

 
$
908

 
$
908

Copper Derivatives
 
 
 
 
 
 
 
 
Contracts not designated as hedging instruments
 
Other income (expense), net
 
$
(79
)
 
$
(103
)
 
$
315



10



Note 4 – Inventories
Inventories are valued at the lower of cost or market. Inventories were as follows at the end of the periods noted below:
(Dollars in thousands)
June 30, 2017
 
December 31, 2016
Raw materials
$
39,163

 
$
29,788

Work-in-process
27,074

 
26,440

Finished goods
36,312

 
34,902

Total inventories
$
102,549

 
$
91,130


Note 5 – Acquisitions
Diversified Silicone Products
On January 6, 2017, we acquired the principal operating assets of Diversified Silicone Products, Inc. (DSP), pursuant to the terms of the Asset Purchase Agreement by and among the Company, DSP and the principal shareholders of DSP (the Purchase Agreement). Pursuant to the terms of the Purchase Agreement, we acquired certain assets and assumed certain liabilities of DSP for a total purchase price of approximately $60.2 million.
We used borrowings of $30.0 million under our credit facility in addition to cash on hand to fund the acquisition.
DSP is a custom silicone product development and manufacturing business and expands the portfolio of Rogers’ Elastomeric Material Solutions business (EMS) in cellular sponge and specialty extruded silicone profile technologies, while strengthening existing expertise in precision-calendered silicone and silicone formulating and compounding.
The acquisition has been accounted for in accordance with applicable purchase accounting guidance. 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 acquired customer relationships, developed technology, trademarks, and a covenant not to compete. As of the filing date of this Form 10-Q, the final purchase accounting and purchase price allocation for the DSP acquisition are substantially complete, however, we continue to refine our preliminary valuation of certain acquired assets and the valuations below remain subject to change. The following table represents the preliminary fair market values assigned to the acquired assets and liabilities in the transaction:

11



(Dollars in thousands)
January 6, 2017
Assets:
 
Accounts receivable
$
2,724

Prepaid expenses
21

Inventory
2,433

Property, plant & equipment
1,589

Intangible assets
35,860

Goodwill
17,793

Total assets
60,420

 
 

Liabilities:
 

Accounts payable
179

Accrued expenses
50

Total liabilities
229

 
 

Fair value of net assets acquired
$
60,191


The intangible assets consist of customer relationships valued at $30.5 million, developed technology valued at $1.8 million, trademarks valued at $3.3 million, and a covenant not to compete valued at $0.3 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 11.8 years for customer relationships, 4.3 years for developed technology, 11.7 years for trademarks, and 4.1 years for a covenant not to compete, resulting in amortization expenses

12



ranging from $1.1 million to $2.0 million annually. The estimated annual future amortization expense is $1.0 million for the remainder of 2017, $1.9 million for 2018, and $1.8 million for each of 2019, 2020, and 2021.
During the first six months of 2017, we incurred transaction costs of $0.5 million related to the DSP acquisition, which were recorded within selling, general and administrative expenses in the condensed consolidated statements of operations.
The results of DSP have been included in our condensed consolidated financial statements only for the period subsequent to the completion of the acquisition on January 6, 2017, through June 30, 2017. DSP’s net sales for the three and six months ended June 30, 2017 totaled $5.4 million and $10.9 million, respectively.

DeWAL
On November 23, 2016, we acquired all of the membership interests in DeWAL Industries LLC (DeWAL), pursuant to the terms of the Membership Interest Purchase Agreement, dated November 23, 2016, by and among the Company and the owners of DeWAL for an aggregate purchase price of $135.5 million.
We used borrowings of $136.0 million under our credit facility to fund the acquisition.
DeWAL is a leading manufacturer of polytetrafluoroethylene and ultra-high molecular weight polyethylene films, pressure sensitive tapes and specialty products for the industrial, aerospace, automotive, and electronics markets.
The acquisition has been accounted for in accordance with applicable purchase accounting guidance. We recorded goodwill, primarily related to the expected synergies from combining operations and the value of the existing workforce. We also recorded intangible assets primarily related to customer relationships, developed technology, trademarks, and a covenant not to compete. As of the filing date of this Form 10-Q, the final purchase accounting and purchase price allocation for the DeWAL acquisition are substantially complete; however, we continue to refine our preliminary valuation of certain acquired assets and the valuations set forth below remain subject to change. The following table represents the preliminary fair values assigned to the acquired assets and liabilities in the transaction:
(Dollars in thousands)
November 23, 2016
Assets:
 
Cash and cash equivalents
$
1,539

Accounts receivable
7,513

Other current assets
691

Inventory
9,915

Property, plant & equipment
9,932

Intangible assets
73,500

Goodwill
35,755

Other long-term assets
101

Total assets
138,946

 
 

Liabilities:
 

Accounts payable
2,402

Other current liabilities
1,062

Total liabilities
3,464

 
 

Fair value of net assets acquired
$
135,482


13




The intangible assets consist of customer relationships valued at $46.7 million, developed technology valued at $22.0 million, trademarks valued at $4.3 million, and a covenant not to compete valued at $0.5 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.

14



The weighted average amortization period for the intangible asset classes are 13.5 years for customer relationships, 8.6 years for developed technology, 5.2 years for trademarks, and 3.8 years for a covenant not to compete, resulting in amortization expenses ranging from $2.4 million to $4.3 million, annually. The future estimated annual amortization expense is $1.5 million for the remainder of 2017, $3.7 million for 2018, $4.1 million for 2019, and $4.3 million for 2020 and 2021.
During 2016, we incurred transaction costs of $2.1 million related to this acquisition, which were recorded within selling, general and administrative expenses on the consolidated statements of operations.

Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations of Rogers, DSP and DeWAL, as if the DSP acquisition had occurred on January 1, 2016 and the DeWAL acquisition had occurred on January 1, 2015. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the DSP and DeWAL acquisitions been completed as of January 1, 2016, and January 1, 2015, respectively, and should not be taken as indicative of our future consolidated results of operations.
(Dollars in thousands)
Three months ended June 30, 2016
 
Six months ended June 30, 2016
Net sales
$
175,533

 
$
354,401

Net income
5,313

 
18,540


Note 6 – Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) by component for the six months ended June 30, 2017 and 2016 were as follows:
(Dollars in tables and footnotes 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, 2015
$
(41,365
)
 
$
(47,082
)
 
$
(11
)
 
$
(88,458
)
Other comprehensive income (loss) before reclassifications
5,197

 

 

 
5,197

Amounts reclassified from accumulated other comprehensive income (loss) (3)

 
71

 
11

 
82

Net current-period other comprehensive income (loss)
5,197

 
71

 
11

 
5,279

Ending Balance June 30, 2016
$
(36,168
)
 
$
(47,011
)
 
$

 
$
(83,179
)
 
 
 
 
 
 
 
 
Beginning Balance December 31, 2016
$
(46,446
)
 
$
(45,816
)
 
$

 
$
(92,262
)
Other comprehensive income (loss) before reclassifications (4)
16,730

 

 
(435
)
 
16,295

Actuarial net gain (loss) incurred in the fiscal year (4)

 
334

 

 
334

Amounts reclassified from accumulated other comprehensive (income) loss (4)

 
36

 
107

 
143

Net current-period other comprehensive income (loss)
16,730

 
370

 
(328
)
 
16,772

Ending Balance June 30, 2017
$
(29,716
)
 
$
(45,446
)
 
$
(328
)
 
$
(75,490
)
(1) Net of taxes of $8,961 and $9,160 as of June 30, 2017 and December 31, 2016, respectively. Net of taxes of $9,840 and $9,879 as of June 30, 2016 and December 31, 2015, respectively.
(2) Net of taxes of $187 and $0 as of June 30, 2017 and December 31, 2016, respectively. Net of taxes of $0 and $5 as of June 30, 2016 and December 31, 2015, respectively.
(3) Net of taxes of $39 and $5 for the pension plans and postretirement benefits and unrealized gain (loss) on derivatives, respectively.
(4) Net of taxes of $199 and $(187) for the pension plans and postretirement benefits and unrealized gain (loss) on derivatives, respectively.


15



Note 7 – 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
 
Six Months Ended
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Numerator:
 
 
 
 
 
 
 
Net income
$
20,896

 
$
5,377

 
$
47,928

 
$
20,305

Denominator:
 
 
 
 
 
 
 

Weighted-average shares outstanding - basic
18,140

 
18,007

 
18,098

 
17,986

Effect of dilutive shares
407

 
246

 
362

 
248

Weighted-average shares outstanding - diluted
18,547

 
18,253

 
18,460

 
18,234

Basic earnings per share
$
1.15

 
$
0.30

 
$
2.65

 
$
1.13

Diluted earnings per share
$
1.13

 
$
0.29

 
$
2.60

 
$
1.11

Certain potential options to purchase shares may be excluded from the calculation of diluted weighted-average shares outstanding where their exercise price is greater than the average market price of our capital stock during the relevant reporting period. For the quarter ended June 30, 2017, no shares were excluded. For the quarter ended June 30, 2016, 13,500 shares were excluded.

Note 8 – Stock-Based Compensation
Equity Compensation Awards
Performance-Based Restricted Stock Units
As of June 30, 2017, we had performance-based restricted stock awards from 2015, 2016 and 2017 outstanding. These awards generally cliff vest at the end of a three year measurement period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the vesting period. Participants are eligible to be awarded shares ranging from 0% to 200% of the original award amount, based on certain defined performance measures. Compensation expense is recognized using the straight line method over the vesting period, unless the employee has an accelerated vesting schedule.
The 2015 awards have two measurement criteria on which the final payout of each award is based - (i) the three year return on invested capital (ROIC) compared to that of a specified group of peer companies, and (ii) the three year total shareholder return (TSR) on the performance of our capital stock as compared to that of a specified group of peer companies. The 2016 and 2017 awards have one measurement criteria - the three year 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 measurement criteria of the 2015 awards is considered a performance condition. As such, the fair value of the ROIC portion 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 measurement criteria of the awards is considered a market condition. As such, the fair value of this measurement criteria 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 and with no changes for the final projected payout of the awards.
Below were the assumptions used in the Monte Carlo calculation:
 
 
June 30,
2017
 
June 30,
2016
Expected volatility
 
33.6%
 
29.6%
Expected term (in years)
 
3.0
 
3.0
Risk-free interest rate
 
1.38%
 
0.93%
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.

16



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.
Forfeiture Rate - We previously estimated the forfeiture rate based on historical experience and our expectations regarding future terminations. To the extent our actual forfeiture rate was different from our estimate, stock-based compensation expense was adjusted accordingly. In accordance with the adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, on January 1, 2017, we now account for forfeitures as they occur. The adoption of this standard, with respect to treatment of forfeitures, did not have a material impact on our condensed consolidated financial statements in the period of adoption.
The following table summarizes the change in number of non-vested performance-based restricted stock awards outstanding since December 31, 2016:
 
Performance-Based Restricted Stock Awards
Non-vested awards outstanding at December 31, 2016
151,769

Awards granted
56,147

Stock issued
(33,887
)
Awards forfeited
(3,557
)
Non-vested awards outstanding at June 30, 2017
170,472

During the three and six months ended June 30, 2017, we recognized compensation expense for performance-based stock awards of approximately $1.6 million and $1.5 million, respectively. During the three and six months ended and June 30, 2016, we recognized compensation expense for performance-based stock awards of approximately $1.4 million and $2.1 million respectively. 
Time-Based Restricted Stock
As of June 30, 2017, we had time-based restricted stock grants from 2013, 2014, 2015, 2016 and 2017 outstanding. The remaining 2013 grant cliff vests on the fourth anniversary of the original grant date. The 2014, 2015, 2016 and 2017 grants all ratably vest on the first, second and third anniversaries of the original grant date. 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 following table summarizes the change in number of non-vested time-based restricted stock awards outstanding since December 31, 2016:
 
Time-Based Restricted Stock Awards
Non-vested awards outstanding at December 31, 2016
239,189

Awards granted
77,005

Stock issued
(68,142
)
Awards forfeited
(4,725
)
Non-vested awards outstanding at June 30, 2017
243,327

During the three and six months ended June 30, 2017 we recognized compensation expense for time-based restricted stock awards of approximately $1.7 million and $2.7 million, respectively. During the three and six months ended June 30, 2016 we recognized compensation expense for time-based restricted stock awards of approximately $1.5 million and $2.7 million, respectively.
Forfeiture Rate - We previously estimated the forfeiture rate based on historical experience and our expectations regarding future terminations. To the extent our actual forfeiture rate was different from our estimate, stock-based compensation expense was adjusted accordingly. In accordance with the adoption of ASU 2016-09 on January 1, 2017, we now account for forfeitures as they occur. The adoption of this standard, with respect to treatment of forfeitures, did not have a material impact on our condensed consolidated financial statements in the period of adoption.
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.

17



The following table summarizes the change in number of deferred stock units outstanding since December 31, 2016:
 
Deferred Stock Units
Awards outstanding at December 31, 2016
11,900

Awards granted
8,400

Stock issued
(11,900
)
Awards outstanding at June 30, 2017
8,400

For each of the three and six month periods ended June 30, 2017 and 2016, we recognized compensation expense associated with the deferred stock units of $0.9 million and $0.7 million, respectively.
Stock Options
Stock options have been granted under various equity compensation plans, and they generally became exercisable in one-third increments on the second, third and fourth anniversaries of the grant dates. The maximum contractual term for all options was normally ten years. We used 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.
A summary of the activity under our stock option plans during the three and six month periods ended June 30, 2017 and changes during the six 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 March 31, 2017
94,275

 
$
37.46

 
3.1
 
$
4,563,655

Options exercised
(29,317
)
 
$
38.46

 
 
 
 

Options forfeited

 
$

 
 
 
 

Options outstanding at June 30, 2017
64,958

 
$
37.01

 
3.0
 
$
4,651,550

Options exercisable at June 30, 2017
64,958

 
$
37.01

 
3.0
 
$
4,651,550

Options vested at June 30, 2017
64,958

 
$
37.01

 
3.0
 
$
4,651,550

 
Options Outstanding
 
Weighted- Average Exercise Price Per Share
Options outstanding at December 31, 2016
116,575

 
$
37.76

Options exercised
(51,617
)
 
$
36.66

Options forfeited

 
$

Options outstanding at June 30, 2017
64,958

 
$
37.01

During the six months ended June 30, 2017, 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 $2.8 million, and the total amount of cash received from the exercise of these options was $1.9 million.
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 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

18



expense associated with the plan in each of the quarters ended June 30, 2017 and 2016 and approximately $0.2 million of compensation expense associated with each of the six month periods ended June 30, 2017 and 2016.
Note 9 – Pension Benefits and Other Postretirement Benefit Plans
Components of Net Periodic (Benefit) Cost
The components of net periodic (benefit) cost for the periods indicated were:
(Dollars in thousands)
Pension Benefits
 
Retirement Health and Life Insurance Benefits
Quarter Ended
 
Six Months Ended
 
Quarter Ended
 
Six Months Ended
Change in benefit obligation:
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Service cost
$

 
$

 
$

 
$

 
$
17

 
$
37

 
$
56

 
$
74

Interest cost
1,841

 
1,893

 
3,682

 
3,786

 
13

 
19

 
31

 
38

Expected return on plan assets
(2,309
)
 
(2,706
)
 
(4,618
)
 
(5,412
)
 

 

 

 

Amortization of prior service cost (credit)

 

 

 

 
(407
)
 
(373
)
 
(780
)
 
(746
)
Amortization of net loss (gain)
433

 
447

 
866

 
894

 
(17
)
 
(19
)
 
(31
)
 
(38
)
Net periodic (benefit) cost
$
(35
)
 
$
(366
)
 
$
(70
)
 
$
(732
)
 
$
(394
)
 
$
(336
)

$
(724
)
 
$
(672
)
Employer Contributions
At December 31, 2016 we had met the minimum funding requirements for all of our qualified defined benefit pension plans due to a required contribution of $0.3 million to the pension plan that covers employees at our Bear, Delaware facility. We made required contributions of $0.1 million to our qualified defined benefit pension plans in the first six months of 2017 and 2016. We estimate that we will be required to make additional contributions of $0.2 million to these plans in 2017.
In the quarter and six month periods ended June 30, 2017 and 2016, we did not make any voluntary contributions to our defined benefit pension plans.
As there is no funding requirement for the non-qualified unfunded noncontributory defined benefit pension plan or the retiree health and life insurance benefit plans, benefit payments made during the year are funded directly by the Company.


19



Note 10 – Segment Information
Our reporting structure is comprised of the following operating segments: ACS, EMS, PES, and Other. We believe this structure aligns our external reporting presentation with how we currently manage and view our business internally.
In November 2016, we acquired DeWAL, a leading manufacturer of polytetrafluoroethylene, ultra-high molecular weight polyethylene films, pressure sensitive tapes and specialty products for the industrial, aerospace, automotive, and electronics markets. In January 2017, we acquired the principal operating assets of DSP, a custom manufacturer of silicone sheet, extrusions, stripping and compounds. We are in the process of integrating both DeWAL and DSP into our EMS segment.
The following table sets forth the information about our segments for the periods indicated; inter-segment sales have been eliminated from the net sales data:
 
Quarter Ended
 
Six Months Ended
(Dollars in thousands)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net sales
 
 
 
 
 
 
 
Advanced Connectivity Solutions
$
74,340

 
$
67,222

 
$
152,882

 
$
140,598

Elastomeric Material Solutions
77,585

 
45,767

 
154,434

 
92,084

Power Electronics Solutions
43,905

 
38,363

 
86,557

 
73,614

Other
5,594

 
6,137

 
11,379

 
11,760

Total
$
201,424

 
$
157,489

 
$
405,252

 
$
318,056

 
 
 
 
 
 
 
 
Operating income
 

 
 

 
 

 
 

Advanced Connectivity Solutions
$
13,208

 
$
10,829

 
$
32,897

 
$
26,729

Elastomeric Material Solutions
14,068

 
5,348

 
26,980

 
10,653

Power Electronics Solutions
3,660

 
477

 
8,595

 
1,773

Other
1,823

 
2,102

 
3,728

 
3,701

Total
32,759

 
18,756

 
72,200

 
42,856

 
 
 
 
 
 
 
 
Equity income in unconsolidated joint ventures
966

 
708

 
1,976

 
1,321

Other income (expense), net
(185
)
 
191

 
530

 
(356
)
Interest expense, net
(1,947
)
 
(1,115
)
 
(3,195
)
 
(2,236
)
Income before income tax expense
$
31,593

 
$
18,540

 
$
71,511

 
$
41,585


Note 11 – Joint Ventures
As of June 30, 2017, 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 $1.0 million and $2.0 million for the three and six months ended June 30, 2017, respectively. We recognized equity income related to the joint ventures of $0.7 million and $1.3 million for the three and six months ended June 30, 2016, respectively. These amounts are included in the condensed consolidated statements of operations.
The summarized financial information for the joint ventures for the periods indicated was as follows:
 
Quarter Ended
 
Six Months Ended
(Dollars in thousands)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net sales
$
12,846

 
$
11,210

 
$
24,270

 
$
20,386

Gross profit
$
4,706

 
$
3,435

 
$
9,142

 
$
6,597

Net income
$
1,932

 
$
1,416

 
$
3,952

 
$
2,642


20



Receivables from and payables to joint ventures arise during the normal course of business from transactions between us and the joint ventures. We had receivables of $2.2 million and $2.4 million due from RIC and RIS as of June 30, 2017 and December 31, 2016, respectively. We owed payables of $2.4 million and $1.6 million to RIC and RIS as of June 30, 2017 and December 31, 2016, respectively.

Note 12 – Debt
On June 18, 2015, we entered into a secured five year credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the Second Amended Credit Agreement). The Second Amended Credit Agreement provided (1) a $55.0 million term loan; (2) up to $295.0 million of revolving loans, with sublimits for multicurrency borrowings, letters of credit and swing-line notes; and (3) a $50.0 million expansion feature.
On February 17, 2017, we entered into a secured five year credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the Third Amended Credit Agreement), which amended and restated the Second Amended Credit Agreement. The Third Amended Credit Agreement refinanced the Second Amended Credit Agreement, eliminated the term loan under the Second Amended Credit Agreement, increased the principal amount of the revolving credit facility to up to $450.0 million borrowing capacity, with sublimits for multicurrency borrowings, letters of credit and swing-line notes, and provided an additional $175.0 million accordion feature. Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Third Amended Credit Agreement).
Borrowings under the Third Amended Credit Agreement can be made as alternate base rate loans or euro-currency loans. 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 (or the overnight bank funding rate, if greater) 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 Third Amended Credit Agreement, we are required to pay a quarterly fee of 20 to 30 basis points (based upon our leverage ratio) of the unused amount of the lenders’ commitments under the Third Amended Credit Agreement.
The Third Amended Credit Agreement contains customary representations, warranties, covenants, mandatory prepayments and events of default under which our payment obligations may be accelerated. If an event of default occurs, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. The financial covenants include requirements to maintain (1) a leverage ratio of no more than 3.25 to 1.00, subject to an 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 of no less than 3.00 to 1.00.
All obligations under the Third Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Third Amended Credit Agreement (the Guarantors). The obligations are also secured by a Third Amended and Restated Pledge and Security Agreement, dated as of February 17, 2017, entered into by us 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 Guarantors. These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries.
All revolving loans are due on the maturity date, February 17, 2022. We are not required to make any quarterly principal payments under the Third Amended Credit Agreement, however, during the second quarter of 2017, we made a discretionary principal payment of $50.0 million to reduce the amount outstanding on our credit facility. As of June 30, 2017 we have $191.2 million in outstanding borrowings under our credit facility.
At June 30, 2017, we have $2.8 million of outstanding deferred debt issuance costs consisting of $1.6 million related to the term loans under the Second Amended Credit Agreement and $1.2 million related to the Third Amended Credit Agreement. These costs will be amortized over the life of the Third Amended Credit Agreement, which will terminate in February 2022. We incurred amortization expense of $0.1 million in the three months ended June 30, 2017 and 2016 related to these deferred costs.
In March 2017, we entered into an interest rate swap to hedge the variable interest rate on $75.0 million of our $450.0 million revolving credit facility. In July 2012, we entered into an interest rate swap to hedge the variable interest rate on our previously outstanding term loan debt. This swap expired as of June 30, 2016.

21



Restriction on Payment of Dividends
Our Third Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our leverage ratio does not exceed 2.75 to 1.00. If our leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our leverage ratio did not exceed 2.75 to 1.00 as of June 30, 2017.
Capital Lease
We have a capital lease obligation related to our 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 June 30, 2017 is $5.6 million. Depreciation expense related to the capital lease was $0.1 million for the three months ended June 30, 2017 and 2016 and $0.2 million for the six months ended June 30, 2017 and 2016. Accumulated depreciation at June 30, 2017 and December 31, 2016 was $3.6 million and $3.4 million, respectively. These expenses are included as depreciation expense in cost of sales on our condensed consolidated statements of operations.
We also incurred interest expense on the capital lease of $0.1 million for each of the three month periods ended June 30, 2017 and 2016 and $0.1 million and $0.2 million for each of the six month periods ended June 30, 2017 and 2016. Interest expense related to the debt recorded on the capital lease is included in interest expense on the condensed consolidated statements of operations.

Note 13 – Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the period ending June 30, 2017, by segment, were as follows:
(Dollars in thousands)
Advanced Connectivity Solutions
 
Elastomeric Material Solutions
 
Power Electronics Solutions
 
Other
 
Total
December 31, 2016
$
51,693

 
$
91,531

 
$
62,983

 
$
2,224

 
$
208,431

Foreign currency translation adjustment

 
786

 
5,121

 

 
5,907

Purchase accounting adjustment

 
116

 

 

 
116

DSP acquisition

 
17,793

 

 

 
17,793

June 30, 2017
$
51,693

 
$
110,226

 
$
68,104

 
$
2,224

 
$
232,247

Intangible Assets
 
June 30, 2017
 
December 31, 2016
(Dollars in thousands)
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Trademarks and patents
$
10,161

 
$
1,637

 
$
8,524

 
$
6,825

 
$
1,156

 
$
5,669

Technology
72,826

 
29,037

 
43,789

 
68,880

 
24,365

 
44,515

Covenant not to compete
1,729

 
1,004

 
725

 
1,419

 
932

 
487

Customer relationships
127,887

 
18,205

 
109,682

 
96,148

 
14,311

 
81,837

Total definite lived intangible assets
212,603

 
49,883

 
162,720

 
173,272

 
40,764

 
132,508

Indefinite lived intangible assets
4,506

 

 
4,506

 
4,168

 

 
4,168

Total intangible assets
$
217,109

 
$
49,883

 
$
167,226

 
$
177,440

 
$
40,764

 
$
136,676

Gross and net carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations.
Amortization expense for the three and six months ended June 30, 2017 was approximately $3.8 million and $7.1 million, respectively. Amortization expense for the three and six months ended June 30, 2016 was approximately $2.7 million and $5.3 million, respectively. The estimated future amortization expense is $7.6 million for the remainder of 2017 and $15.3 million, $15.1 million, $11.8 million and $11.0 million for 2018, 2019, 2020 and 2021, respectively.

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On November 23, 2016, we acquired DeWAL, and on January 6, 2017, we acquired the principal operating assets of DSP. For further detail on the goodwill and intangible assets recorded in connection with the acquisitions, see Note 5 - Acquisitions.
The indefinite-lived trademark intangible assets were acquired as part of the acquisition of curamik®. These assets are assessed for impairment annually or if changes in circumstances indicate that the carrying values may not be recoverable.
The definite-lived intangible assets are amortized using a fair value methodology that is based on the projected economic use of the related underlying asset. The weighted average amortization period as of June 30, 2017, by intangible asset class, is presented in the table below:
Intangible Asset Class
 
Weighted Average Amortization Period (Years)
Trademarks and patents
 
7.2
Technology
 
6.0
Customer relationships
 
10.3
Covenant not to compete
 
3.4
Total definite lived intangible assets
 
8.9

Note 14 – Commitments and Contingencies
We are currently engaged in the following environmental and legal proceedings:
Voluntary Corrective Action Program
Our location in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action Program (VCAP). As part of this program, we partnered with the Connecticut Department of Energy and Environmental Protection (CT DEEP) to determine the corrective actions to be taken at the site related to contamination issues. We evaluated this matter and completed internal due diligence work related to the site in the fourth quarter of 2015. We recorded an accrual of $3.2 million as of December 31, 2015 for remediation costs expected to be incurred based on the facts and circumstances known to us at that time. During the third quarter of 2016, the CT DEEP approved a change to our remediation plan for the site that will reduce our overall expected costs. Accordingly, we reduced the accrual by $0.9 million as a result of a change in the level of remediation that needs to take place. This benefit was recorded as an offset to selling, general, and administrative expenses in the condensed consolidated statement of operations. Remediation activities on the site continue, totaling approximately $0.5 million through June 30, 2017, and the remaining accrual for future remediation efforts was $1.8 million.
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 June 30, 2017, 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 for the indefinite future. No time frame for completion can be estimated at the present time.
PCB Contamination
We have been working with CT DEEP and the United States Environmental Protection Agency, 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, which has been remediated. 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. 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.
PCB contamination at this facility was also found in the buildings and courtyards original to the site, in addition to surrounding areas, including an on-site pond. We have completed remediation activities for the buildings and courtyards. We currently have a reserve of $0.2 million for the pond remediation recorded in our condensed consolidated statements of financial position. We

23



believe this reserve will be adequate to cover the remaining remediation work related to the pond contamination based on the information known at this time. However, if additional contamination is found, the cost of the remaining remediation may increase.
Asbestos Litigation
We, like many other industrial companies, have been named as a defendant in a number of lawsuits filed in courts across the country by persons alleging personal injury from exposure to products containing asbestos. We have never mined, milled, manufactured or marketed asbestos; rather, we made and provided to industrial users a limited number of products that contained encapsulated asbestos, but we stopped manufacturing these products in the late 1980s. Most of the claims filed against us involve numerous defendants, sometimes as many as several hundred.
The following table presents information about our recent asbestos claims activity:
 
Asbestos
Claims Activity
Claims outstanding at December 31, 2016
605

New claims filed
195

Pending claims concluded
(184
)
Claims outstanding at June 30, 2017
616

For the six months ended June 30, 2017, 175 claims were dismissed and 9 claims were settled. Settlements totaled approximately $1.2 million for the six months ended June 30, 2017.
We recognize a liability for asbestos-related contingencies that are probable of occurrence and reasonably estimable. In connection with the recognition of liabilities for asbestos related matters, we record asbestos-related insurance receivables that are deemed probable. Our estimates of asbestos-related contingent liabilities and related insurance receivables are based on an independent actuarial analysis and an independent insurance usage analysis prepared annually by third parties. The actuarial analysis contains numerous assumptions, including general assumptions regarding the asbestos-related product liability litigation environment and company-specific assumptions regarding claims rates (including diseases alleged), dismissal rates, average settlement costs and average defense costs. The insurance usage analysis considers, among other things, applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, the likelihood of recovery as estimated by external legal counsel and existing insurance settlements.
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. Currently, these analyses project liabilities and related insurance receivables over a 10-year period. It is probable we will incur additional costs for asbestos-related claims following this 10-year period, but we do not believe that any related contingencies are reasonably estimable beyond such period based on, among other things, the significant proportion of future claims included in the analysis and the lag time between the date a claim is filed and its resolution. Accordingly, no liability (or related asset) has yet been recorded for claims that may be asserted subsequent to 2026.
As of December 31, 2016, the asbestos-related claims and insurance receivables for the 10-year projection period were $52.0 million and $48.4 million, respectively. As of June 30, 2017, there have been no changes to these projections.
To date, the defense and settlement costs of our asbestos-related product liability litigation have been substantially covered by insurance. We have identified continuous coverage for primary, excess and umbrella insurance from the 1950s through the mid-1980s, except for a period in the early 1960s, with respect to which we have entered into an agreement for primary, but not excess or umbrella, coverage. In addition, we have entered into a cost sharing agreement with most of our primary, excess and umbrella insurance carriers to facilitate the ongoing administration and payment of claims by the carriers. The cost sharing agreement may be terminated by any party, but will continue until a party elects to terminate it. As of the filing date for this report, the agreement has not been terminated. As previously disclosed, however, we expect to exhaust individual primary, excess and umbrella coverages over time, and there is no assurance that such exhaustion will not accelerate due to additional claims, damages and settlements or that coverage will be available as expected. Accordingly, while we believe it is reasonably possible that we may incur losses and defense costs in excess of our accruals in the future, we do not have sufficient data to provide a reasonable estimate or range of such losses and defense costs, at this time.
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.

24



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 will continue to vigorously defend ourselves and believe we have substantial unutilized insurance coverage to mitigate future costs related to this matter.
General Litigation
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.

Note 15 – Share Repurchase
On August 6, 2015, we initiated a share repurchase program (the Program) of up to $100.0 million of the Company’s capital stock. We initiated the Program to mitigate potentially dilutive effects of stock options and shares of restricted stock granted by the Company, in addition to enhancing shareholder value. The Program has no expiration date, and may be suspended or discontinued at any time without notice. As of June 30, 2017, $52.0 million remained available to repurchase under the Program.
No shares of capital stock were repurchased during the six months ended June 30, 2017. All previous repurchases were made using cash from operations and cash on hand.

Note 16 – Income Taxes
Our effective income tax rate was 33.9% and 71.0% for the three months ended June 30, 2017 and 2016, respectively. Our effective income tax rate was 33.0% and 51.2% for the six months ended June 30, 2017 and 2016, respectively. The decrease, compared to the same periods in 2016, was primarily due to withholding taxes on off-shore cash movements and the change in our assertion that certain foreign earnings are permanently reinvested recorded in 2016, excess tax deductions on stock based compensation recognized in 2017, and a decrease in current year accruals of uncertain tax positions, partially offset by a decrease in reversal of reserves associated with uncertain tax positions.
Historically, our intention was to permanently reinvest the majority of our foreign earnings indefinitely or to distribute them only when it was tax efficient to do so. As a result of certain internal restructuring transactions effectuated to more closely align our foreign subsidiaries from an operational, legal and geographic perspective and improve management of financial resources, with respect to offshore distributions, we modified our assertion of certain foreign subsidiary earnings considered permanently reinvested in 2016. In connection with this change, we recorded a deferred tax liability of $3.4 million associated with distribution-related foreign taxes on prior years’ undistributed earnings of certain of our Chinese subsidiaries in the second quarter of 2016. These taxes become due when distributed to other offshore subsidiaries. In addition, we incurred $5.5 million of withholding taxes related to distributions from China in the second quarter of 2016. With few exceptions, U.S. income taxes have not been provided on undistributed earnings of international subsidiaries.  We continue to intend to reinvest these earnings permanently outside the U.S. or to repatriate the earnings only when it is tax effective to do so.
The total amount of unrecognized tax benefits as of June 30, 2017 was $6.6 million, of which $6.2 million would affect our effective tax rate if recognized. It is reasonably possible that approximately $1.6 million of our unrecognized tax benefits as of June 30, 2017 will reverse within the next twelve months.
We recognize interest and penalties related to unrecognized tax benefits through income tax expense. As of June 30, 2017, we had $0.7 million accrued for the payment of interest.
We are subject to taxation in the U.S. and various state and foreign jurisdictions. With few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2012.
We adopted ASU 2016-09 on January 1, 2017. Upon adoption, we recognized excess tax benefits of approximately $12.7 million in deferred tax assets that were previously not recognized in a cumulative-effect adjustment to retained earnings. In addition, the new guidance requires that all of the tax effects related to share-based payments at settlement or expiration be recorded through the statement of operations which resulted in the recognition of $0.5 million and $1.6 million of income tax benefits during the three and six months ended June 30, 2017, respectively. See Note 19 - “Recent Accounting Standards” for further information.


25



Note 17 – Restructuring
In the second quarter of 2017, we completed the physical relocation of our global headquarters from Rogers, Connecticut to Chandler, Arizona. The move builds upon our presence in Arizona, where we have major business and manufacturing operations. The move supports our long-term strategy and is an integral part of our plans for growth and expansion. The new global corporate headquarters location is home to approximately 70 employees who support areas such as human resources, information technology, finance and supply chain, among others. The Rogers, Connecticut location continues to have manufacturing, research and development and support services. We recorded $1.1 million and $1.8 million of expense related to this project in the three and six months ended June 30, 2017. Severance activity related to the headquarters relocation is presented in the table below for the six months ended June 30, 2017:
(Dollars in thousands)
Severance related to headquarters relocation
Balance at December 31, 2016
$
470

Provisions
320

Payments
(566
)
Balance at June 30, 2017
$
224

The fair value of the total severance benefits to be paid (including payments already made) in connection with the relocation is $1.2 million. This total is being expensed ratably over the required service period for the affected employees. We incurred $0.1 million and $0.3 million of severance related expenses during the three and six months ended June 30, 2017.

Note 18 – Assets Held for Sale
In the first quarter of 2017, we completed the planned sale of a parcel of land in Belgium that had been classified as held for sale as of December 31, 2016. We recognized a gain on sale of approximately $0.9 million during that quarter in operating income. Also in the first quarter of 2017, we began actively marketing for sale a facility in Belgium with a net book value of $1.8 million. The asset is classified as held for sale as of June 30, 2017 and is no longer being depreciated. We have an agreement to sell this property and expect to close on the sale in the second half of 2017.
In the second quarter of 2017, we began actively marketing for sale unutilized property in the U.S. consisting of a building and an adjacent parcel of land with a net book value of $0.9 million. The asset is classified as held for sale as of June 30, 2017 and is no longer being depreciated.
As both the Belgian and U.S. facilities held for sale are expected to be sold within the next twelve months, they have been classified as current.

Note 19 – Recent Accounting Standards
In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU No. 2017-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Adoption of this standard will be applied prospectively to awards modified on or after the adoption date. The impact of this new standard will depend on the extent and nature of future changes to the terms and conditions of the Company’s share-based payment awards. Historically, the Company has not had significant changes to its share-based payment awards and therefore does not expect adoption of this guidance to have a material effect on the financial statements upon its adoption in 2018.
In March 2017, the FASB issued ASU No. 2017-05 and ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost. The changes to the standard require employers to report the service cost component in the same line item as other compensation costs arising from services rendered by employees during the reporting period. The other components of net periodic pension benefit costs will be presented in the statement of operations separately from the service cost and outside of a subtotal of operating income from operations. In addition, only the service cost component may be eligible for capitalization where applicable. ASU No. 2017-05 and ASU 2017-07 are effective for annual periods beginning after December 15, 2017. The Company expects to adopt this guidance when effective and the adoption is not expected to have a material effect on the financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, in an effort to simplify the subsequent measurement of goodwill and the associated procedures to determine fair value. The amendments of this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, however, the Company has not yet determined if it will adopt prior to 2020. The adoption of this guidance is not expected to have a material impact on our financial statements.

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In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, with the intention to reduce diversity in practice, as well as simplify elements of classification within the statement of cash flows for certain transactions. The update was effective for interim and annual reporting periods beginning after December 15, 2016. The accounting update was to be adopted using a retrospective approach. The Company adopted ASU 2016-15 effective January 1, 2017, and it did not have a material impact on our financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which contains amendments intended to simplify various aspects of share-based payment accounting and presentation in the financial statements, including the income tax consequences, classification of awards as either equity or liabilities, treatment of forfeitures and statutory tax withholding requirements, and classification in the statement of cash flows. The update was effective for interim and annual reporting periods beginning after December 15, 2016. The new standard required a modified retrospective transition through a cumulative-effect adjustment as of the beginning of the period of adoption, with certain provisions requiring either a prospective or retrospective transition. The Company adopted ASU 2016-09 on January 1, 2017. Upon adoption, the Company recognized excess tax benefits of approximately $12.7 million in deferred tax assets that were previously not recognized in a cumulative-effect adjustment to retained earnings. In addition, the new guidance requires that all of the tax effects related to share-based payments at settlement or expiration be recorded through the statement of operations. The Company also adopted the standard with respect to treatment of forfeitures, which did not have a material impact on our financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to classify leases as either finance or operating leases and record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. An accounting policy election may be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases today. ASU No. 2016-02 supersedes the existing guidance on accounting for leases. The standard is effective for interim and annual reporting periods for fiscal years beginning after December 15, 2018. Early adoption of this standard is permitted and it is to be adopted using a modified retrospective approach. The Company has initiated its implementation plan, which includes evaluating the classification of our lease agreements and quantifying the accounting impact in accordance with the new accounting standard. The Company expects to adopt this accounting standard beginning in fiscal year 2019.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, 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 updated 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. During 2016, the FASB issued new accounting standards updates regarding principal versus agent considerations in determining revenue recognition identifying performance obligations and licensing, collectability, sales tax, non-cash considerations, completed contracts, contract modifications and effect of accounting change. During 2017, the FASB issued new accounting standards updates regarding clarification of determining the customer in a service concession arrangement. 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. The Company plans to adopt this standard retrospectively with the cumulative effect approach; however, the Company will continue to evaluate its options as the implementation process continues. The Company has established a cross-functional coordinated implementation team and engaged a third party service provider to assist with the project. The Company is completing its evaluation of contracts and is in the process of quantifying the financial impact of the new standard. The Company is also evaluating and implementing changes to its systems, processes and internal controls, as necessary, to meet the reporting and disclosure requirements. At this stage of the process, the Company has not yet determined if the adoption of the new standard will have a material impact on its consolidated financial statements and disclosures.


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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
As used herein, the “Company,” “Rogers,” “we,” “us,” “our” and similar terms include Rogers Corporation and its subsidiaries, unless the context indicates otherwise.

Forward Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are generally accompanied by words such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “seek,” “target” or similar expressions that convey uncertainty as to future events or outcomes. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results could be material depending upon the circumstances. Where we express an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur or be achieved or accomplished. Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:
failure to capitalize on, or volatility within, the Company’s growth drivers, including advanced mobility, advanced connectivity, clean energy, and safety and protection;
uncertain business, economic and political conditions in the United States and abroad, particularly in China, South Korea, Germany, Hungary and Belgium, where we maintain significant manufacturing, sales or administrative operations;
fluctuations in foreign currency exchange rates;
our ability to develop innovative products and have them incorporated into end-user products and systems;
the extent to which end-user products and systems incorporating our products achieve commercial success;
the ability of our sole or limited source suppliers to deliver certain key raw materials to us in a timely manner;
intense global competition affecting both our existing products and products currently under development;
failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses;
our ability to attract and retain management and skilled technical personnel;
our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights;
changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate;
failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants;
the outcome of ongoing and future litigation, including our asbestos-related product liability litigation;
changes in environmental laws and regulations applicable to our business;
disruptions in, or breaches of, our information technology systems;
asset impairment and restructuring charges; and
changes in accounting standards promulgated by the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC).
Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully, along with the risks discussed in this section and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2016 (the Annual Report), any of which could cause actual results to differ materially from historical results or anticipated results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
The following discussion and analysis of our financial condition and results of operations should be read together with the Selected Financial Data and our Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this Form 10-Q along with our audited consolidated financial statements and the related notes thereto in our Annual Report.

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In the following discussion and analysis, we sometimes provide financial information that was not prepared in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that this non-GAAP information provides meaningful supplemental information regarding the Company’s performance by excluding certain expenses that are generally non-recurring or otherwise may not be indicative of the core business operating results. In general, the Company believes that the additional non-GAAP financial information provided herein is useful to management and investors in assessing the Company’s historical performance and for planning, forecasting and analyzing future periods. However, non-GAAP information has limitations as an analytical tool and should not be considered in isolation from, or solely as an alternative to, financial information prepared in accordance with GAAP. Any time we provide non-GAAP information in the following narrative we identify it as such and in close proximity provide the most directly comparable GAAP financial measure, as well as the information necessary to reconcile the two measures.
Executive Summary
Company Background and Strategy
Rogers Corporation designs, develops, manufactures and sells high-quality and high-reliability engineered materials and components for mission critical applications. We operate principally three strategic business segments: Advanced Connectivity Solutions (ACS), Elastomeric Material Solutions (EMS) and Power Electronics Solutions (PES). We are now headquartered in Chandler, Arizona. We have a history of innovation and have established two Rogers Innovation Centers for our leading research and development activities, in Massachusetts and Suzhou, China.
Our growth strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) synergistic mergers and acquisitions, and (4) operational excellence. Our ability to manage the risks inherent in the markets into which we sell our products, and thereby maintain our financial performance in the future, will depend, in part, on our ability to continue to maintain our focus on these principles. As a market-driven organization, we are focused on growth drivers, including advanced mobility and connectivity, clean energy, and safety and protection. More specifically, the key trends and markets that affect our business include the growth in automotive, automotive radar, electric vehicles, hybrid electric vehicles, rail, aviation, telecom, wireless, internet connectivity, renewable energy, aerospace and defense, and general industrial markets.
Our sales and marketing approach is based on addressing these trends, while our strategy focuses on imperatives for success as a manufacturer of engineered materials and components: quality, service, cost and efficiency, and innovation and technology. We have expanded our capabilities through organic investment and acquisitions and strive to ensure a full complement of high quality solutions for our customers. We continue to review and re-align our manufacturing and engineering footprint in an effort to attain a leading competitive position globally. We have established or expanded our capabilities in locations such as Eastern Europe and Asia in support of our customers’ growth initiatives.
We seek to enhance our operational and financial performance by investing in research and development, manufacturing and materials efficiencies, and new product initiatives that respond to the needs of our customers. We strive to evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and major industry trends affecting our business.
In executing on our growth strategy, we have completed three strategic acquisitions: (1) in January 2017, we acquired the principal operating assets of Diversified Silicone Products, Inc. (DSP), a custom silicone product development and manufacturing business, serving a wide range of high reliability applications, (2) in November 2016, we acquired DeWAL Industries LLC (DeWAL), a leading manufacturer of polytetrafluoroethylene and ultra-high molecular weight polyethylene films, pressure sensitive tapes and specialty products for the industrial, aerospace, automotive, and electronics markets, and (3) in January 2015, we acquired Arlon LLC and its subsidiaries, other than Arlon India (Pvt) Limited (the acquired entities, collectively, Arlon), a leading manufacturer of high performance materials for the printed circuit board industry and silicone rubber-based materials.
2017 Second Quarter Executive Summary
In the second quarter of 2017 as compared to the second quarter of 2016, our net sales increased 27.9% to $201.4 million, gross margin increased 180 basis points to 40.0%, and operating margin increased 440 basis points. The following key factors should be considered when reviewing our results of operations, financial condition and liquidity for the periods discussed:
Our net sales increase in the second quarter of 2017 was attributable to increases in net sales across all of our strategic business segments, reflecting both organic growth within each business unit, and growth attributable to our recent acquisitions. Each of ACS, EMS and PES recorded net sales growth. ACS experienced continued growth in automotive, portable electronics, and aerospace and defense applications, which was partially offset by lower demand in wireless telecommunications applications. EMS net sales increased primarily from the recent acquisitions of DeWAL and DSP, and from higher demand from its core markets, including general industrial, portable electronics, automotive, and mass transit applications. PES saw strength across most of their traditional markets, including mass transit applications, laser diode coolers, variable frequency motor drives, and renewable energy. See “Segment Sales and Operations.”

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Our gross margin improved 180 basis points and our operating margin improved 440 basis points in the second quarter of 2017 primarily as a result of increased demand and our operational improvement initiatives. Our gross margin improved to 40.0% in the second quarter of 2017 as a result of increased net sales, as described above, and continued benefits from operational improvement initiatives. Operating income increased to $32.8 million in the second quarter of 2017, as compared to $18.8 million in the second quarter of 2016, reflecting an increase in net sales that more than offset an increase in selling, general & administrative (SG&A) expense. As a result, SG&A expense declined as a percentage of net sales from 21.8% in the second quarter of 2016 to 19.6% in the second quarter of 2017.
We continue to integrate DeWAL and DSP. Acquisitions remain a core part of our growth strategy, and successful integration efforts are a key element to ensuring our growth strategy is successfully executed.
We are an innovation company, and in the second quarter of 2017 we continued our investment in research and development, with research and development expenses comprising 3.5% of our quarterly net sales. Research and development (R&D) expenses were $7.1 million in the second quarter of 2017, which was an increase of $0.1 million but a decline of 1.0% as a percentage of net sales from the second quarter of 2016. The year-over-year decline as a percentage of net sales is attributable to net sales growth (including the recent acquisitions), and we expect the percentage to rebalance closer to historical levels as we integrate the new businesses. Our spending continues to be focused on developing new platforms and technologies.

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Results of Operations
The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales.
 
Quarter Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net sales
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Gross margin
40.0
 %
 
38.2
 %
 
39.7
 %
 
38.0
 %
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
19.6
 %
 
21.8
 %
 
18.2
 %
 
20.2
 %
Research and development expenses
3.5
 %
 
4.5
 %
 
3.5
 %
 
4.3
 %
Restructuring charges
0.5
 %
 
 %
 
0.4
 %
 
 %
Gain on sale of long-lived asset
 %
 
 %
 
(0.2
)%
 
 %
Operating income
16.3
 %
 
11.9
 %
 
17.8
 %
 
13.5
 %
 
 
 
 
 
 
 
 
Equity income in unconsolidated joint ventures
0.5
 %
 
0.4
 %
 
0.5
 %
 
0.4
 %
Other income (expense), net
(0.1
)%
 
0.1
 %
 
0.1
 %
 
(0.1
)%
Interest expense, net
(1.0
)%
 
(0.7
)%
 
(0.8
)%
 
(0.7
)%
Income before income tax expense
15.7
 %
 
11.8
 %
 
17.6
 %
 
13.1
 %
 
 
 
 
 
 
 
 
Income tax expense
5.3
 %
 
8.4
 %
 
5.8
 %
 
6.7
 %
 
 
 
 
 
 
 
 
Net income
10.4
 %
 
3.4
 %
 
11.8
 %
 
6.4
 %
Net Sales
 
Quarter Ended
 
Six Months Ended
(Dollars in thousands)
 
June 30, 2017
 
June 30, 2016
 
Percent Change
 
June 30, 2017
 
June 30, 2016
 
Percent Change
Net sales
 
$
201,424

 
$
157,489

 
27.9%
 
$
405,252

 
$
318,056

 
27.4%
Gross margin
 
40.0
%
 
38.2
%
 
 
 
39.7
%
 
38.0
%
 
 
Net sales increased by 27.9% in the second quarter of 2017 compared to the second quarter of 2016. This increase was driven by higher organic net sales in our three strategic business segments (ACS, EMS and PES), as well as from the net sales from our recent acquisitions, DeWAL and DSP. The ACS operating segment had an increase in net sales of 10.6% due to higher-end market demand in automotive, portable electronics, and aerospace and defense applications, partially offset by lower demand in wireless and telecommunications applications. EMS had increased organic net sales due to higher end-market demand in general industrial, portable electronics, automotive, and mass transit applications (21.4%), as well as from acquisitions (48.1%) for an overall increase of 69.5%. PES had increased net sales of 14.4% also due to higher end-market demand in mass transit, laser diode cooler, variable frequency motor drive, and renewable energy applications. Currency had a negative impact of 2.4% on total net sales, primarily as a result of the depreciation in value of the Renminbi and Euro relative to the U.S. dollar.
On a year to date basis, net sales increased by 27.4% from the first half of 2016. The ACS operating segment net sales increased 8.7%. The EMS operating segment net sales increased 67.7% and the PES operating segment net sales increased 17.6%. Both ACS and PES had net sales increases from higher end-market demand, and EMS experienced higher net sales resulting from the acquisitions of DeWAL and DSP and organic net sales growth. Currency had a negative impact of 2.0% on total net sales, primarily as a result of the depreciation in value of the Renminbi and Euro relative to the U.S. dollar.
See “Segment Sales and Operations” below for further discussion on segment performance.
Gross Margin
Gross margin as a percentage of net sales increased 180 basis points to 40.0% in the second quarter of 2017 compared to 38.2% in the second quarter of 2016. Gross margin in the second quarter of 2017 was favorably impacted by an increase in net sales, and operational performance improvements driven by increased capacity utilization, operational process enhancements and automation, conversion of fixed cost structure to variable, benefits from low cost country manufacturing expansion, and synergies from the recent acquisitions.
On a year to date basis, gross margin as a percentage of net sales increased by 170 basis points to 39.7% in the first half of 2017 from 38.0% in the first half of 2016. Gross margin in the first half of 2017 was favorably impacted by an increase in net sales, and

31



operational performance improvements. The first quarter of 2017 included $1.6 million of expense for a non-recurring purchase accounting fair value adjustment for inventory related to the DeWAL and DSP acquisitions.
Selling, General and Administrative Expenses
 
Quarter Ended
 
Six Months Ended
(Dollars in thousands)
 
June 30, 2017
 
June 30, 2016
 
Percent Change
 
June 30, 2017
 
June 30, 2016
 
Percent Change
Selling, general and administrative expenses
 
$
39,567

 
$
34,369

 
15.1%
 
$
73,731

 
$
64,229

 
14.8%
Percentage of net sales
 
19.6
%
 
21.8
%
 
 
 
18.2
%
 
20.2
%
 
 
SG&A expenses increased 15.1% in the second quarter of 2017 from the second quarter of 2016, due principally to $2.7 million of additional equity and incentive compensation expense, $1.5 million of additional SG&A expenses from the operations of the acquired businesses and $1.4 million of additional intangible amortization and depreciation related to the acquisitions. SG&A declined as a percent of net sales to 19.6% in the second quarter of 2017 from 21.8% in the second quarter of 2016, as a result of administrative cost containment activities.
On a year to date basis, SG&A expenses increased 14.8%, due principally to $2.6 million of additional SG&A expenses from the operations of the acquired businesses, $2.5 million of additional intangible amortization and depreciation related to the acquisitions, $2.1 million of additional equity and incentive compensation expense, and $2.1 million of acquisition and integration related costs. SG&A declined as a percent of net sales to 18.2% for the first half of 2017, from 20.2% in the first half of 2016, as a result of administrative cost containment activities.
Research and Development Expenses
 
Quarter Ended
 
Six Months Ended
(Dollars in thousands)
 
June 30, 2017
 
June 30, 2016
 
Percent Change
 
June 30, 2017
 
June 30, 2016
 
Percent Change
Research and development expenses
 
$
7,141

 
$
7,074

 
0.9%
 
$
14,102

 
$
13,622

 
3.5%
Percentage of net sales
 
3.5
%
 
4.5
%
 
 
 
3.5
%
 
4.3
%
 
 
R&D expenses increased 0.9% in the second quarter of 2017 from the second quarter of 2016, and increased 3.5% in the six months ended June 30, 2017 from corresponding prior year period. The increases are due to continued investments that are targeted at developing new platforms and technologies focused on long-term growth initiatives at our innovation centers in the U.S. and Asia. Although R&D expenses as a percentage of net sales declined from the corresponding periods of the prior year, we expect the percentage to rebalance closer to historical levels as we integrate the new business.
Other Operating Expenses (Income)
 
Quarter Ended
 
Six Months Ended
(Dollars in thousands)
 
June 30, 2017
 
June 30, 2016
 
Percent Change
 
June 30, 2017
 
June 30, 2016
 
Percent Change
Restructuring charges
 
$
1,079

 
$

 
100.0%
 
$
1,805

 
$

 
100.0%
Gain on sale of long-lived asset
 

 

 
100.0%
 
(942
)
 

 
100.0%
The restructuring charges in the second quarter and the first six months of 2017 are associated with the relocation of our global headquarters from Rogers, Connecticut to Chandler, Arizona. These charges consist of severance expense and other costs associated with relocating employees to the new location.
In the first quarter of 2017, we completed the planned sale of a parcel of land in Belgium that had been classified as held for sale as of December 31, 2016. We recognized a gain on sale of approximately $0.9 million during the six months ended June 30, 2017.

32



Equity Income in Unconsolidated Joint Ventures
 
Quarter Ended
 
Six Months Ended
(Dollars in thousands)
 
June 30, 2017
 
June 30, 2016
 
Percent Change
 
June 30, 2017
 
June 30, 2016
 
Percent Change
Equity income in unconsolidated joint ventures
 
$
966

 
$
708

 
36.4%
 
$
1,976