Rogers Corp 10-Q for FY2025 Q2
Rogers Corp (ROG)
10-Q
2025-08-01
For: 2025-06-30
View Original
Added on
April 04, 2026
About this 10-Q
Rogers Corp filed this 10-Q on August 1, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $202.8M
- down 5.3% from $214.2M a year earlier
- Net loss
- $73.6M
- compared with net income of $8.1M a year earlier
- Diluted EPS
- -$4.00
- compared with $0.44 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission file number 1-4347
_______________________________
(Exact Name of Registrant as Specified in its Charter)
_______________________________
| (State or Other Jurisdiction of | (I. R. S. Employer Identification No.) | ||||
| Incorporation or Organization) | |||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (480 ) 917-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
par value $1.00 per share | |||||||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s capital stock as of July 28, 2025 was 18,121,685 .
ROGERS CORPORATION
FORM 10-Q
June 30, 2025
| TABLE OF CONTENTS | |||||||||||
| Part I – Financial Information | |||||||||||
| Part II – Other Information | |||||||||||
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains “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. Refer to “Forward-Looking Statements” in Item 2, Management’s Discussion and Analysis of Results of Operations and Financial Position for additional information.
2
ROGERS CORPORATION
Defined Terms(1)
| Term | Definition | ||||
| ADAS | Advanced driver assistance systems | ||||
| AES | Advanced Electronics Solutions | ||||
| APAC | Asia - Pacific | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| CODM | Chief Operating Decision Maker | ||||
| EMEA | Europe, the Middle East and Africa | ||||
| EMS | Elastomeric Material Solutions | ||||
| ERP | Enterprise resource planning | ||||
| EURIBOR | Euro Interbank Offered Rate | ||||
| EV/HEV | Electric Vehicles/Hybrid Electric Vehicles | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| Fifth Amended Credit Agreement | Fifth Amended and Restated Credit Agreement, dated as of March 24, 2023, among Rogers Corporation, the lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent and HSBC Bank USA, National Association, Wells Fargo Bank, National Association, Citibank, N.A. and Citizens Bank, N.A., as Co-Syndication Agents | ||||
| Guarantors | Existing and future material domestic subsidiaries | ||||
| INOAC | INOAC Corporation | ||||
| JV | Joint venture | ||||
| OECD | Organization for Economic Co-operation and Development | ||||
| R&D | Research and development | ||||
| RIC | Rogers INOAC Corporation | ||||
| RIS | Rogers INOAC Suzhou Corporation | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| SG&A | Selling, general and administrative | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| TIBOR | Tokyo Interbank Offered Rate | ||||
| Union Plan | Rogers Corporation Employees’ Pension Plan | ||||
| U.S. | United States of America | ||||
| U.S. GAAP | Accounting principles generally accepted in the United States | ||||
(1)Certain terms used within this Form 10-Q are defined in the table above.
3
Part I – Financial Information
Item 1. Financial Statements
ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars and shares in millions, except per share amounts)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Restructuring and impairment charges | |||||||||||||||||||||||
| Other operating (income) expense, net | ( | ( | |||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Equity income in unconsolidated joint ventures | |||||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Interest income (expense), net | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax (benefit) expense | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic earnings (loss) per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted earnings (loss) per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Shares used in computing: | |||||||||||||||||||||||
| Basic earnings (loss) per share | |||||||||||||||||||||||
| Diluted earnings (loss) per share | |||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in millions)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Pension and other postretirement benefits: | |||||||||||||||||||||||
| Amortization of loss, net of tax (Note 2) | |||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited)
(Dollars and shares in millions, except par value)
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Inventories, net | |||||||||||
| Asbestos-related insurance recoverables, current portion | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net of amortization | |||||||||||
| Asbestos-related insurance recoverables, non-current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued employee benefits and compensation | |||||||||||
| Accrued income taxes payable | |||||||||||
| Operating lease obligations, current portion | |||||||||||
| Asbestos-related liabilities, current portion | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease obligations, non-current portion | |||||||||||
| Asbestos-related liabilities, non-current portion | |||||||||||
| Non-current income tax | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (Note 5 and Note 9) | |||||||||||
| Shareholders’ equity | |||||||||||
Capital stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(Dollars and shares in millions)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Capital Stock | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Shares issued for vested restricted stock units, net of shares withheld for taxes | — | — | — | ||||||||||||||||||||
| Shares issued for employee stock purchase plan | — | — | — | — | |||||||||||||||||||
| Shares repurchased | ( | ( | ( | ( | |||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Additional Paid-In Capital | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Shares issued for vested restricted stock units, net of shares withheld for taxes | ( | ( | ( | ( | |||||||||||||||||||
| Shares issued for employee stock purchase plan | |||||||||||||||||||||||
| Equity compensation expense | |||||||||||||||||||||||
| Shares repurchased | ( | ( | ( | ( | |||||||||||||||||||
| Excise tax on repurchased shares | ( | — | ( | — | |||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Accumulated Other Comprehensive Loss | |||||||||||||||||||||||
| Balance, beginning of period | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance, end of period | ( | ( | ( | ( | |||||||||||||||||||
| Total Shareholders’ Equity | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
ROGERS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in millions)
| Six Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||
| Operating Activities: | |||||||||||
| Net income (loss) | $ | ( | $ | ||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Equity compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Equity in undistributed income of unconsolidated joint ventures | ( | ||||||||||
| Dividends received from unconsolidated joint ventures | |||||||||||
| Impairment charges | |||||||||||
| Other non-cash charges, net | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Proceeds from insurance related to operations | |||||||||||
| Contract assets | |||||||||||
| Inventories, net | ( | ||||||||||
| Other current assets | ( | ( | |||||||||
| Accounts payable and other accrued expenses | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from the sale of marketable equity securities | |||||||||||
| Purchases of marketable equity securities | ( | ||||||||||
| Proceeds from the sale of property, plant and equipment, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
| Repayment of debt principal and finance lease obligations | ( | ( | |||||||||
| Payments of taxes related to net share settlement of equity awards | ( | ( | |||||||||
| Proceeds from issuance of shares to employee stock purchase plan | |||||||||||
| Share repurchases | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate fluctuations on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental Disclosures: | |||||||||||
| Accrued capital additions | $ | $ | |||||||||
| Cash paid during the year for: | |||||||||||
| Interest, net of amounts capitalized | $ | $ | |||||||||
| Income taxes, net of refunds | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
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 consolidated subsidiaries, unless the context indicates otherwise.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by U.S. 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 U.S. GAAP. All significant intercompany balances and transactions have been eliminated.
Interim results are not necessarily indicative of results for a full year. For further information regarding our accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Note 2 – Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss by component were as follows:
| (Dollars in millions) | Foreign Currency Translation Adjustments | Pension and Other Postretirement Benefits(1) | Total | ||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income (loss) before reclassifications | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | ( | $ | ( | |||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||
| Balance as of June 30, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
(1) Net of taxes of $1.4 million and $1.5 million as of June 30, 2025 and December 31, 2024, respectively. Net of taxes of $1.7 million and $1.8 million as of June 30, 2024 and December 31, 2023, respectively.
Note 3 – Derivatives and Hedging
The valuation of our derivative contracts used to manage their respective risks is described below:
•Foreign Currency – The fair value of any foreign currency option derivative is based upon valuation models applied to current market information such as strike price, spot rate, maturity date and volatility, and by reference to market values resulting from an over-the-counter market or obtaining market data for similar instruments with similar characteristics.
•Commodity – The fair value of copper derivatives is computed using a combination of intrinsic and time value valuation models, which are collectively a function of five primary variables: price of the underlying instrument, time to expiration, strike price, interest rate and volatility. The intrinsic valuation model reflects the difference between the strike price of the underlying copper derivative instrument and the current prevailing copper prices in an over-the-counter market at period end. The time value valuation model incorporates changes in the price of the underlying copper derivative instrument, the time value of money, the underlying copper derivative instrument’s strike price and the remaining time to the underlying copper derivative instrument’s expiration date from the period end date.
As of June 30, 2025, we did not have any derivative contracts that qualified for hedge accounting treatment.
9
Foreign Currency
During the three and six months ended June 30, 2025, we entered into U.S. dollar, euro, Korean won, Hungarian forint, and Japanese yen 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” line item in our condensed consolidated statements of operations in the period in which the adjustment occurred.
As of June 30, 2025, the notional values of the remaining foreign currency forward contracts were as follows:
| (Amounts in millions) | |||||
| Currencies (Buy/Sell) | Amount (Buy/Sell) | ||||
| USD/CNH | $ | ||||
| EUR/USD | € | ||||
| KRW/USD | ₩ | ||||
| HUF/EUR | Ft | ||||
| JPY/EUR | ¥ | ||||
Commodity
As of June 30, 2025, we had 12 outstanding contracts to hedge exposure related to the commodity price of copper in our AES operating segment. These contracts are held with financial institutions and are intended to offset rising copper prices and do not qualify for hedge accounting treatment. As a result, any fair value adjustments required on these contracts are recorded in “Other income (expense), net” line item in our condensed consolidated statements of operations in the period in which the adjustment occurred.
As of June 30, 2025, the volume of our copper contracts outstanding was as follows:
| (Amounts in ones) | |||||
| Contract Period | Amount | ||||
| July 2025 - September 2025 | |||||
| October 2025 - December 2025 | |||||
| January 2026 - March 2026 | |||||
| April 2026 - June 2026 | |||||
Note 4 - Balance Sheet Items
Accounts Receivable
The “Accounts receivable, net” line item in the condensed consolidated statements of financial position consisted of the following:
| (Dollars in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Accounts receivable - trade | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Accounts receivable - other | |||||||||||
| Total accounts receivable, net | $ | $ | |||||||||
Contract Assets
We had contract assets primarily related to unbilled revenue for products that are deemed to have no alternative use whereby we have the right to payment. Revenue is recognized in advance of billing to the customer in these circumstances as billing is typically performed at the time of shipment to the customer. The unbilled revenue is included in the “Contract assets” line item in the condensed consolidated statements of financial position. We did not have any contract liabilities as of June 30, 2025 or December 31, 2024. No impairment losses were recognized in each of the three- and six-month periods ended June 30, 2025 or June 30, 2024 on any contract assets arising from our contracts with customers. Our contract assets by operating segment as of June 30, 2025 and December 31, 2024 were as follows:
10
| (Dollars in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Advanced Electronics Solutions | $ | $ | |||||||||
| Elastomeric Material Solutions | |||||||||||
| Other | |||||||||||
| Total contract assets | $ | $ | |||||||||
Inventories
The “Inventories, net” line item in the condensed consolidated statements of financial position consisted of the following:
| (Dollars in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
Accounts Payable
The “Accounts payable” line item in the condensed consolidated statements of financial position consisted of the following:
| (Dollars in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Accounts payable - trade | $ | $ | |||||||||
| Accounts payable - other | |||||||||||
| Total accounts payable | $ | $ | |||||||||
Note 5 - Leases
Finance Leases
We have finance leases primarily related to manufacturing equipment. Noncash activities involving finance lease right-of-use assets obtained in exchange for lease liabilities were nil 8.1 million and $0.1 million for the six months ended June 30, 2025 and 2024, respectively. Our expenses and payments for finance leases were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Amortization expense of finance lease right-of-use assets | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense on finance lease obligations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Payments on finance lease obligations | $ | $ | $ | $ | |||||||||||||||||||
Operating Leases
We have operating leases primarily related to manufacturing and R&D facilities, as well as vehicles. Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities was $0.2 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively. Noncash activities involving operating lease right-of-use assets obtained in exchange for lease liabilities was $0.4 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively. Our expenses and payments for operating leases were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Operating leases expense | $ | $ | $ | $ | |||||||||||||||||||
| Short-term leases expense | $ | $ | $ | $ | |||||||||||||||||||
| Payments on operating lease obligations | $ | $ | $ | $ | |||||||||||||||||||
Lease Balances in Statements of Financial Position
The assets and liabilities balances related to finance and operating leases reflected in the condensed consolidated statements of financial position were as follows:
11
| (Dollars in millions) | Financial Statement Line Item | June 30, 2025 | December 31, 2024 | |||||||||||
| Finance lease right-of-use assets | $ | $ | ||||||||||||
| Operating lease right-of-use assets | Operating lease right-of-use assets | $ | $ | |||||||||||
| Finance lease obligations, current portion | $ | $ | ||||||||||||
| Finance lease obligations, non-current portion | Other long-term liabilities | $ | $ | |||||||||||
| Total finance lease obligations | $ | $ | ||||||||||||
| Operating lease obligations, current portion | Operating lease obligations, current portion | $ | $ | |||||||||||
| Operating lease obligations, non-current portion | Operating lease obligations, non-current portion | $ | $ | |||||||||||
| Total operating lease obligations | $ | $ | ||||||||||||
Net Future Minimum Lease Payments
The following table includes future minimum lease payments under finance and operating leases together with the present value of the net future minimum lease payments as of June 30, 2025:
| Finance | Operating | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | Leases Signed | Less: Leases Not Yet Commenced | Leases in Effect | Leases Signed | Less: Leases Not Yet Commenced | Leases in Effect | |||||||||||||||||||||||||||||
| 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| 2026 | ( | ||||||||||||||||||||||||||||||||||
| 2027 | |||||||||||||||||||||||||||||||||||
| 2028 | |||||||||||||||||||||||||||||||||||
| 2029 | |||||||||||||||||||||||||||||||||||
| Thereafter | |||||||||||||||||||||||||||||||||||
| Total lease payments | ( | ||||||||||||||||||||||||||||||||||
| Less: Interest | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Present Value of Net Future Minimum Lease Payments | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
The following table includes information regarding the lease term and discount rates utilized in the calculation of the present value of net future minimum lease payments:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Weighted Average Remaining Lease Term | |||||||||||
| Finance leases | |||||||||||
| Operating leases | |||||||||||
| Weighted Average Discount Rate | |||||||||||
| Finance leases | |||||||||||
| Operating leases | |||||||||||
Note 6 – Goodwill and Other Intangible Assets
Goodwill
The changes in the net carrying amount of goodwill by operating segment were as follows:
| (Dollars in millions) | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total | |||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Impairment | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
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Other Intangible Assets
The carrying amount of other intangible assets were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | Gross Carrying Amount | Accumulated Impairment | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | — | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Technology | — | ||||||||||||||||||||||||||||||||||||||||
| Trademarks and trade names | — | ||||||||||||||||||||||||||||||||||||||||
| Total definite-lived other intangible assets | — | ||||||||||||||||||||||||||||||||||||||||
| Indefinite-lived other intangible asset | — | — | |||||||||||||||||||||||||||||||||||||||
| Total other intangible assets | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
In the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations.
The amortization expense related to other intangible assets was as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | |||||||||||||||||||
The estimated future amortization expense is $5.6 million, $10.8 million, $10.4 million, $8.1 million, and $7.7 million in 2025, 2026, 2027, 2028, and 2029, respectively. These amounts could vary based on changes in foreign currency exchange rates.
The weighted average amortization period as of June 30, 2025, by definite-lived other intangible asset class, is presented in the table below:
| Weighted Average Remaining Amortization Period | ||||||||
| Customer relationships | ||||||||
| Technology | ||||||||
| Trademarks and trade names | ||||||||
| Total definite-lived other intangible assets | ||||||||
Goodwill & Other Intangible Assets Impairments
Goodwill and indefinite-lived other intangible assets are evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired, by first performing a qualitative assessment to determine whether a quantitative impairment assessment is necessary.
In the second quarter of 2025, we concluded that a quantitative impairment assessment was required as the fair value of our curamik® reporting unit, which is under our AES operating segment, may be more likely than not less than its carrying value based on multiple triggering events, including changing market competition and supply dynamics that resulted in reduced demand forecasts for short and mid-term net sales and gross margin.
Based on our interim impairment assessment, we concluded our curamik® reporting unit’s carrying value exceeded its estimated fair value. As a result, we recorded non-cash impairment charges to our curamik® reporting unit’s goodwill and indefinite-lived other intangible asset of $67.3 million and $4.5 million, respectively, which represents full impairments of each. The decline in the estimated fair value of our curamik® reporting unit during the second quarter of 2025, and the resulting impairment charges, was primarily driven by revised short-term and mid-term forecasts for net sales and gross margin expectations of our curamik® reporting unit. The impairment charges were recorded in the “Restructuring and impairment charges” line item in the condensed consolidated statements of operations.
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The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit for which a quantitative assessment is performed. The quantitative goodwill and indefinite-lived other intangible asset impairment assessment performed over the curamik® reporting unit consisted of a fair value calculation which combined an income approach and a market approach, weighted at 50
No triggering events were identified for our other reporting units in the second quarter of 2025, and therefore, interim impairment assessments were considered unnecessary.
Long-lived assets, including definite-lived other intangible assets, property, plant and equipment and lease right-of-use assets, are evaluated for recoverability whenever events or circumstances indicate the carrying value may not be recoverable. The recoverability test is performed at the asset group level, which we have assessed to be our reporting units. As a result of triggering events identified in our curamik® reporting unit during the second quarter of 2025, discussed above, we tested long-lived assets for recoverability by comparing the estimated future undiscounted cash flows of the asset group to its carrying value. Determination of estimated future undiscounted cash flows is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, gross margin and operating margin and future market conditions, among others. We assessed the assumptions used in the recoverability test to be reasonable and consistent with assumptions that would have been used by other market participants.
Based on our long-lived assets recoverability test, our curamik® reporting unit, had estimated future undiscounted cash flows that exceeded its carrying value. As a result, no impairment charges to our curamik® reporting unit’s long-lived assets were recognized in the second quarter of 2025.
Note 7 – Postretirement Benefit Plans
Pension Plan
As of June 30, 2025, we had one qualified noncontributory defined benefit pension plan, the Union Plan, which was frozen and ceased accruing benefits in 2013. The measurement date is December 31st for each respective plan year. We were not required to make any contributions to the Union Plan in 2024 and will not be required to make any contributions in 2025.
Deferred Compensation Plan
We sponsor a non-qualified deferred compensation plan, which provides specified deferred compensation benefits to a certain group of select employees. The deferred compensation plan is funded through a rabbi trust, which is ultimately invested in accordance with each plan participants’ selections from pre-approved funds. As of June 30, 2025 and December 31, 2024, our deferred compensation plan primarily consisted of marketable securities, which includes mutual funds and fixed income funds. Marketable securities are recorded at fair value. The balances are reflected in the “Other long-term assets” line item in the condensed consolidated statements of financial position. The following table summarizes, by major security type, our marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
Fair Value of Deferred Compensation Plan as of June 30, 2025 | |||||||||||||||||||||||
| (Dollars in millions) | Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||
| Level 1 Securities: | |||||||||||||||||||||||
| Mutual funds | $ | $ | $ | ( | $ | ||||||||||||||||||
| Level 2 Securities: | |||||||||||||||||||||||
| Fixed income funds | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
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Fair Value of Deferred Compensation Plan as of December 31, 2024 | |||||||||||||||||||||||
| (Dollars in millions) | Adjusted Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||
| Level 1 Securities: | |||||||||||||||||||||||
| Mutual funds | $ | $ | $ | $ | |||||||||||||||||||
| Level 2 Securities: | |||||||||||||||||||||||
| Fixed income funds | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Note 8 – Revolving Credit Facility
On March 24, 2023, we entered into a Fifth Amended Credit Agreement which amended and restated the Fourth Amended Credit Agreement, and provides for (1) a revolving credit facility with up to $450.0 million of revolving loans, with sub-limits for multicurrency borrowings, letters of credit and swing-line notes, and (2) a $225.0 million expansion feature. Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Fifth Amended Credit Agreement). The Fifth Amended Credit Agreement extended the maturity, the date on which all amounts borrowed or outstanding under the Fifth Amended Credit Agreement are due, from March 31, 2024 to March 24, 2028.
All obligations under the Fifth Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fifth Amended Credit Agreement. The obligations are also secured by a Fifth Amended and Restated Pledge and Security Agreement, dated as of March 24, 2023, 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 ours and the Guarantors. These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries.
Borrowings under the Fifth Amended Credit Agreement bear interest based on one of two options. Alternate base rate loans will bear interest at a rate that includes a base reference rate plus a spread of 62.5 to 100.0 basis points, depending on our leverage ratio. The base reference rate will be the greater of the (1) prime rate, (2) federal funds effective rate plus 50 basis points, and (3) one-month Term SOFR plus 110.0 basis points. Loans bearing an interest rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted Euro Interbank Offered Rate, or the Adjusted Tokyo Interbank Offered Rate (each as defined in the Fifth Amended Credit Agreement) will bear interest based on the screen rate plus a spread of 162.5 to 200.0 basis points, depending on our leverage ratio. Based on our leverage ratio as of June 30, 2025, the spread was 162.5 basis points.
In addition to interest payable on the principal amount of indebtedness outstanding, we incur an annual fee of 25 to 35 basis points (based upon our leverage ratio), paid quarterly, of the unused amount of the lenders’ commitments under the Fifth Amended Credit Agreement.
The Fifth Amended Credit Agreement contains customary representations and warranties, covenants, mandatory prepayments and events of default under which the Company’s payment obligations may be accelerated. The financial covenants include a requirement to maintain (1) a total net leverage ratio of no more than 3.25 to 1.00, subject to a one-time election to increase the maximum total net leverage ratio to 3.75 to 1.00 for fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than 3.00 to 1.00. We are permitted to net up to $50.0 million of unrestricted domestic cash and cash equivalents in the calculation of the total net leverage ratio. The Fifth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00. If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our total net leverage ratio did not exceed 2.75 to 1.00 and our interest coverage ratio was greater than or equal to 3.00 to 1.00 as of June 30, 2025.
Our discretionary principal payments on our revolving credit facility in 2025 and 2024 were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Discretionary principal payments | $ | $ | $ | $ | |||||||||||||||||||
We had no 1.3 million and $1.6 million of outstanding line of credit issuance costs as of June 30, 2025 and December 31, 2024, respectively, which will be amortized over the life of the Fifth Amended Credit Agreement.
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Note 9 – Commitments and Contingencies
We are currently engaged in the following material legal and environmental proceedings:
Asbestos
Overview
We, like many other industrial companies, have been named as a defendant in a number of lawsuits filed in courts across the country by persons alleging personal injury from exposure to products containing asbestos. We have never mined, milled, manufactured or marketed asbestos; rather, we made and provided to industrial users a limited number of products that contained encapsulated asbestos, but we stopped manufacturing these products in the late 1980s. Most of the claims filed against us involve numerous defendants, sometimes as many as several hundred. In virtually all of the cases against us, the plaintiffs are seeking unspecified damages above a jurisdictional minimum against multiple defendants who may have manufactured, sold or used asbestos-containing products to which the plaintiffs were allegedly exposed and from which they purportedly suffered injury. Most of these cases are being litigated in Maryland, Illinois, Missouri and New York; however, we are also defending cases in other states. We continue to vigorously defend these cases, primarily on the basis of the plaintiffs’ inability to establish compensable loss as a result of exposure to our products. The indemnity and defense costs of our asbestos-related product liability litigation to date have been substantially covered by insurance.
The following table summarizes the change in number of asbestos claims outstanding for the six months ended June 30, 2025:
| Asbestos Claims | |||||
| Claims outstanding as of January 1, 2025 | |||||
| New claims filed | |||||
| Pending claims dismissed | ( | ||||
| Pending claims settled | ( | ||||
Claims outstanding as of June 30, 2025 | |||||
The total indemnity settlements for asbestos claims in 2025 were as follows:
| (Dollars in millions) | June 30, 2025 | ||||
| Settlements | $ | ||||
Impact on Financial Statements
We recognize a liability for asbestos-related contingencies that are probable of occurrence and reasonably estimable. In connection with the recognition of liabilities for asbestos-related matters, we record asbestos-related insurance recoverables that are deemed probable.
The liability projection period covers all current and future indemnity and defense costs through 2064, which represents the expected end of our asbestos liability exposure with no further ongoing claims expected beyond that date. This conclusion was based on our history and experience with the claims data, the diminished volatility and consistency of observable claims data, the period of time that has elapsed since we stopped manufacturing products that contained encapsulated asbestos and an expected downward trend in claims due to the average age of our claimants, which is approaching the average life expectancy.
To date, the indemnity and defense costs of our asbestos-related product liability litigation have been substantially covered by insurance. Although we have exhausted coverage under some of our insurance policies, we believe that we have applicable primary, excess and/or umbrella coverage for claims arising with respect to most of the years during which we manufactured and marketed asbestos-containing products. In addition, we have entered into a cost sharing agreement with most of our primary, excess and umbrella insurance carriers to facilitate the ongoing administration and payment of claims covered by the carriers. The cost sharing agreement may be terminated by any party, but will continue until a party elects to terminate it. As of the filing date for this report, the agreement has not been terminated, and no carrier had informed us that it intends to terminate the agreement. We expect to continue to exhaust individual primary, excess and umbrella coverages over time, and there is no assurance that such exhaustion will not accelerate due to additional claims, damages and settlements or that coverage will be available as expected.
The amounts recorded for the asbestos-related liability and the related insurance recoverables are based on facts known at the time and a number of assumptions. However, projecting future events, such as the number of new claims to be filed each year, the average cost of disposing of such claims, the length of time it takes to dispose of such claims, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the U.S., could cause the actual liability and insurance recoveries for us to be higher or lower than those
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projected or recorded. The full extent of our financial exposure to asbestos-related litigation remains very difficult to estimate and could include both compensatory and punitive damage awards.
Changes recorded in the estimated liability and estimated insurance recovery based on projections of asbestos litigation and corresponding insurance coverage, result in the recognition of expense or income.
Our projected asbestos-related liabilities and insurance recoverables were as follows:
| (Dollars in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Asbestos-related liabilities | $ | $ | |||||||||
| Asbestos-related insurance recoverables | $ | $ | |||||||||
Environmental Voluntary Corrective Action Program
Our location in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action Program. As part of this program, we partnered with the Connecticut Department of Energy and Environmental Protection 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 2015. Remediation activities on the site are ongoing and are recorded as reductions to the accrual as they are incurred. We have incurred $2.0 million of aggregate remediation costs through June 30, 2025, substantially all of which was incurred and accrued for prior to 2023, and the accrual for future remediation efforts is $0.7 million.
Other Matters
In addition to the above issues, the nature and scope of our business brings us in regular contact with the general public and a variety of businesses and government agencies. Such activities inherently subject us to the possibility of litigation, including environmental and product liability matters that are defended and handled in the ordinary course of business. We have established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that such litigation will have a material adverse impact on our results of operations, financial position or cash flows.
Note 10 – Earnings (Loss) Per Share
Basic earnings (loss) per share is based on the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the weighted average number of common shares outstanding and all dilutive potential common shares outstanding.
The following table sets forth the computation of basic and diluted earnings (loss) per share:
| (Dollars and shares in millions, except per share amounts) | Three Months Ended | Six Months Ended | |||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive shares | |||||||||||||||||||||||
| Weighted-average shares outstanding - diluted | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted earnings (loss) per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
For the three and six months ended June 30, 2025, the assumed vesting of restricted stock units had an antidilutive effect on diluted loss per share and were excluded from the calculation of diluted loss per share. For the three and six months ended June 30, 2025, 0.3 0.1
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Note 11 – Capital Stock and Equity Compensation
Share Repurchases
In 2015, we initiated a share repurchase program (the Program) of up to $100.0 million of the Company’s capital stock to mitigate the dilutive effects of stock option exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value. In 2024, the Board of Directors authorized an additional $100.0 million to be used for share repurchases. The Program has no expiration date and may be suspended or discontinued at any time without notice. For the three and six months ended June 30, 2025, we purchased 425,990 28.1 million using cash from operations and cash on hand. As of June 30, 2025, $76.1 million remained available to purchase under the Program. Our stock repurchases may occur from time to time through open market purchases, privately negotiated transactions or plans designed to comply with Rule 10b5-1 promulgated under the Exchange Act.
| (Dollars in millions, except shares and per share amounts) | ||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs | ||||||||||||||||||||||
| April 1, 2025 to April 30, 2025 | $ | $ | ||||||||||||||||||||||||
| May 1, 2025 to May 31, 2025 | $ | $ | ||||||||||||||||||||||||
| June 1, 2025 to June 30, 2025 | $ | $ | ||||||||||||||||||||||||
Equity Compensation
Equity Compensation Expense
The components of equity compensation expense were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Performance-based restricted stock units expense | $ | $ | $ | $ | |||||||||||||||||||
| Time-based restricted stock units expense | |||||||||||||||||||||||
| Deferred stock units expense | |||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Total equity compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Performance-Based Restricted Stock Units
As of June 30, 2025, we had outstanding performance-based restricted stock units with a market condition from 2025, 2024 and 2023. 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 measurement period. Participants are eligible to be awarded shares ranging from 0 % to 200 % of the original award amount, based on certain defined performance measures.
The performance-based restricted stock units with a market condition have one measurement criterion: the three-year total shareholder return on our capital stock as compared to that of a specified group of peer companies. The fair value of this measurement criterion was determined on the grant date using a Monte Carlo simulation valuation model. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. We account for forfeitures as they occur.
The following table sets forth the assumptions used in the Monte Carlo calculation for each material award granted in 2025 and 2024:
| February 26, 2025 | February 19, 2024 | February 13, 2024 | |||||||||||||||
| Expected volatility | |||||||||||||||||
| Expected term (in years) | |||||||||||||||||
| Risk-free interest rate | |||||||||||||||||
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.
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Risk-free interest rate – We use an implied “spot rate” yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate.
Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of 0 % was used in the Monte Carlo simulation valuation model.
As of June 30, 2025, we had outstanding performance-based restricted stock units with a performance condition from 2024. These awards generally cliff vest at the end of a two-year performance period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from 0 % to 200 % of the original award amount, based on certain defined performance measures.
The performance-based restricted stock units with a performance condition have one measurement criterion: 2025 net revenue. The fair value of these awards was 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 the changes in the forecasted payout percentage as of the end of each reporting period. As of June 30, 2025, the performance condition is not probable of vesting. As such, no compensation expense has been recognized for the performance-based restricted stock units. We account for forfeitures as they occur.
A summary of activity of the outstanding performance-based restricted stock units for the six months ended June 30, 2025 is presented below:
| Performance-Based Restricted Stock Units | |||||
| Awards outstanding as of December 31, 2024 | |||||
| Awards granted | |||||
| Stock issued | |||||
| Awards forfeited/cancelled | ( | ||||
| Awards outstanding as of June 30, 2025 | |||||
Time-Based Restricted Stock Units
As of June 30, 2025, we had time-based restricted stock unit awards from 2025, 2024, 2023 and 2022 outstanding. The outstanding awards all ratably vest on the first, second and third anniversaries of the original grant date. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed subsequent to the last grant anniversary date. Each time-based restricted stock unit represents a right to receive one share of Rogers’ capital stock at the end of the vesting period. The fair value of the award is determined by the market value of the underlying stock price at the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. We account for forfeitures as they occur.
A summary of activity of the outstanding time-based restricted stock units for the six months ended June 30, 2025 is presented below:
| Time-Based Restricted Stock Units | |||||
| Awards outstanding as of December 31, 2024 | |||||
| Awards granted | |||||
| Stock issued | ( | ||||
| Awards forfeited/cancelled | ( | ||||
| Awards outstanding as of June 30, 2025 | |||||
Deferred Stock Units
We grant deferred stock units to non-management directors. These awards will generally vest at the one year anniversary of the award, subject to continuous service. Each deferred stock unit results in the issuance of one share of Rogers’ capital stock. The grant of deferred stock units is typically done annually during the second quarter of each year. The fair value of the award is determined by the market value of the underlying stock price at the grant date.
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A summary of activity of the outstanding deferred stock units for the six months ended June 30, 2025 is presented below:
| Deferred Stock Units | |||||
| Awards outstanding as of December 31, 2024 | |||||
| Awards granted | |||||
| Stock issued | ( | ||||
| Awards outstanding as of June 30, 2025 | |||||
Note 12 – Operating Segment Information
Our reporting structure is comprised of the following strategic operating segments: AES and EMS. The remaining operations, which represent our non-core businesses, are reported in the Other operating segment. We believe this structure aligns our external reporting presentation with how we currently manage and view our business internally. Our CODM is the Chief Executive Officer of Rogers Corporation. The CODM uses gross margin as a reported segment profit or loss measure to evaluate the performance of each business segment, and then leverages this information to decide where to allocate resources and assess how well each segment is performing financially, considering factors like revenue, inventory, and significant expenses specific to that segment.
Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in EV/HEV, automotive (e.g., ADAS), aerospace and defense (e.g., antenna systems, communication systems and phased array radar systems), renewable energy (e.g., wind and solar), wireless infrastructure (e.g., power amplifiers, antennas and small cells), mass transit, industrial (e.g., variable frequency drives), connected devices (e.g., mobile internet devices and thermal solutions) and wired infrastructure (e.g., computing and internet protocol infrastructure) markets.
Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a wide variety of applications and markets. These include polyurethane and silicone materials used in cushioning, gasketing and sealing, and vibration management applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense, footwear and impact mitigation markets; customized silicones used in flex heater and semiconductor thermal applications for EV/HEV, general industrial, portable electronics, automotive, mass transit, aerospace and defense and medical markets; and polytetrafluoroethylene and ultra-high molecular weight polyethylene materials used in wire and cable protection, electrical insulation, conduction and shielding, hose and belt protection, vibration management, cushioning, gasketing and sealing, and venting applications for EV/HEV, general industrial, automotive, and aerospace and defense markets.
Our Other operating segment consists of elastomer components for applications in the general industrial market, as well as elastomer floats for level sensing in fuel tanks, motors, and storage tanks applications in the general industrial and automotive markets.
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Operating Segment Information
The following table presents a disaggregation of revenue from contracts with customers and other pertinent financial information, for the periods indicated; inter-segment sales have been eliminated from the net sales data:
| (Dollars in millions) | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total | ||||||||||||||||||||||
Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Net sales - recognized over time | $ | $ | $ | $ | ||||||||||||||||||||||
| Net sales - recognized at a point in time | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross margin | $ | $ | $ | $ | ||||||||||||||||||||||
| Inventories, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| Net sales - recognized over time | $ | $ | $ | $ | ||||||||||||||||||||||
| Net sales - recognized at a point in time | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross margin | $ | $ | $ | $ | ||||||||||||||||||||||
| Inventories, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Net sales - recognized over time | $ | $ | $ | $ | ||||||||||||||||||||||
| Net sales - recognized at a point in time | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross margin | $ | $ | $ | $ | ||||||||||||||||||||||
| Inventories, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| Net sales - recognized over time | $ | $ | $ | $ | ||||||||||||||||||||||
| Net sales - recognized at a point in time | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross margin | $ | $ | $ | $ | ||||||||||||||||||||||
| Inventories, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Operating Segment Net Sales by Geographic Area
The following table presents net sales by our operating segment operations by geographic area for the periods indicated:
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| (Dollars in millions) | Net Sales(1) | |||||||||||||||||||||||||
| Region/Country | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total | ||||||||||||||||||||||
Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Americas | ||||||||||||||||||||||||||
| Total Americas | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other APAC | ||||||||||||||||||||||||||
| Total APAC | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| Other EMEA | ||||||||||||||||||||||||||
| Total EMEA | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Americas | ||||||||||||||||||||||||||
| Total Americas | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other APAC | ||||||||||||||||||||||||||
| Total APAC | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| Other EMEA | ||||||||||||||||||||||||||
| Total EMEA | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Net sales are allocated to countries based on the location of the customer. The table above lists individual countries with 10% or more of net sales for the periods indicated.
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| (Dollars in millions) | Net Sales(1) | |||||||||||||||||||||||||
| Region/Country | Advanced Electronics Solutions | Elastomeric Material Solutions | Other | Total | ||||||||||||||||||||||
Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Americas | ||||||||||||||||||||||||||
| Total Americas | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other APAC | ||||||||||||||||||||||||||
| Total APAC | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| Other EMEA | ||||||||||||||||||||||||||
| Total EMEA | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Americas | ||||||||||||||||||||||||||
| Total Americas | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other APAC | ||||||||||||||||||||||||||
| Total APAC | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| Other EMEA | ||||||||||||||||||||||||||
| Total EMEA | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Net sales are allocated to countries based on the location of the customer. The table above lists individual countries with 10% or more of net sales for the periods indicated.
Note 13 – Supplemental Financial Information
Restructuring and Impairment Charges
The components of the “Restructuring and impairment charges” line item in the condensed consolidated statements of operations, were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Manufacturing footprint consolidation | $ | $ | $ | $ | |||||||||||||||||||
| Global workforce reduction | |||||||||||||||||||||||
| Facility consolidations | |||||||||||||||||||||||
| R&D facility exit | |||||||||||||||||||||||
| Total restructuring charges | |||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
| Other intangible assets impairment | |||||||||||||||||||||||
| Total impairment charges | |||||||||||||||||||||||
| Total restructuring and impairment charges | $ | $ | $ | $ | |||||||||||||||||||
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Restructuring Charges - Manufacturing Footprint Consolidation
In June 2024, we announced our intent to consolidate our high frequency circuit material manufacturing operations, impacting our Evergem, Belgium facility. We anticipate the plan to be completed in the second half of 2025. The plan is expected to significantly reduce our manufacturing costs and operating expenses. We estimate this will improve operating income between $7.0 million and $9.0 million annually. We expect to incur approximately $22.0 million to $28.0 million in pre-tax restructuring charges related to this plan, the majority of which are expected to be in the form of cash-based expenditures related to employee severance and other termination benefits. Most of the non-cash expenditures will be in the form of accelerated depreciation.
We incurred $3.6 million of restructuring charges related to this plan for the three months ended June 30, 2025, of which $2.9 million were cash-based expenditures in the form of severance and other termination benefits and $0.7 million were non-cash expenditures in the form of accelerated depreciation. We incurred $7.6 million of restructuring charges related to this plan for the six months ended June 30, 2025, of which $6.1 million relates to severance and other termination benefits and $1.4 million in the form of accelerated depreciation.
We incurred $0.4
Severance and related benefits activity related to the manufacturing footprint consolidation plan is presented in the table below for the six months ended June 30, 2025:
| (Dollars in thousands) | Manufacturing Footprint Consolidation Restructuring Severance and Related Benefits | ||||
| Balance as of December 31, 2024 | $ | ||||
| Provisions | |||||
| Payments | ( | ||||
| Foreign currency translation adjustment | |||||
| Balance as of June 30, 2025 | $ | ||||
Restructuring Charges - Global Workforce Reduction
In March 2025, we announced a plan to reduce our global workforce that was substantially completed in the first half of 2025. We incurred $0.7 million and $2.5 million in pre-tax restructuring charges related to this plan for the three and six months ended June 30, 2025, respectively, all of which were cash-based expenditures in the form of employee severance and other termination benefits.
Restructuring Charges - R&D Facility Exit
In June 2024, we announced the closure of our Burlington, Massachusetts Innovation Center which was completed by the end of 2024. We incurred $0.9 0.2 0.7
Restructuring Charges - Facility Consolidations
As of December 31, 2024, we included $13.1 million of assets held for sale within the “Other current assets” financial statement line item of the condensed consolidated statements of financial position, representing the land and building at our former Price Road facility in Chandler, Arizona. The sale was completed on March 11, 2025 for a sale price of $13.4 million, net of selling costs.
Goodwill Impairment Charge
In the second quarter of 2025, we determined the $67.3 million of goodwill attributable to our curamik® reporting unit was impaired. For additional information, refer to “Note 6 – Goodwill and Other Intangible Assets.”
Indefinite-Lived Other Intangible Asset Impairment Charge
In the second quarter of 2025, we determined the $4.5 million indefinite-lived other intangible asset attributable to our curamik® reporting unit was impaired. For additional information, refer to “Note 6 – Goodwill and Other Intangible Assets.”
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Allocation of Restructuring and Impairment Charges to Operating Segments
The following table summarizes the allocation of restructuring and impairment charges to our operating segments:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Advanced Electronics Solutions | |||||||||||||||||||||||
| Allocated restructuring charges | $ | $ | $ | $ | |||||||||||||||||||
| Allocated impairment charges | |||||||||||||||||||||||
| Elastomeric Material Solutions | |||||||||||||||||||||||
| Allocated restructuring charges | |||||||||||||||||||||||
| Allocated impairment charges | |||||||||||||||||||||||
| Total restructuring and impairment charges | $ | $ | $ | $ | |||||||||||||||||||
Other Income (Expense), Net
The components of the “Other income (expense), net” line item in the condensed consolidated statements of operations, were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Foreign currency translation impacts | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Foreign currency derivative impacts | ( | ( | ( | ( | |||||||||||||||||||
| Copper derivative impacts | ( | ||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||
| Total other income (expense), net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Interest Income (Expense), Net
The components of “Interest income (expense), net” line item in the condensed consolidated statements of operations, were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Interest on revolving credit facility | $ | $ | $ | $ | ( | ||||||||||||||||||
| Line of credit fees | ( | ( | ( | ( | |||||||||||||||||||
| Debt issuance amortization costs | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Total interest income (expense), net | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Note 14 – Income Taxes
The below discussion of the effective tax rate for the periods presented in the condensed consolidated statements of operations is in comparison to the 21% U.S. statutory federal income tax rate.
We had a negative tax rate of 6.2 % in the second quarter of 2025 due to tax expense on a pre-tax book loss. Our income tax expense for the second quarter of 2025 of $4.3 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized. Our effective tax rate was also unfavorably impacted by the $67.3 million goodwill impairment in curamik® for which no tax benefit is available.
During the second quarter of 2024, our effective tax rate was 31.9 %. During the second quarter of 2024, our effective tax rate was unfavorably impacted primarily by the mix of income in higher tax jurisdictions.
We had a negative tax rate of 5.8 % for the six months ended June 30, 2025 due to tax expense on a pre-tax book loss. Our income tax expense for the six months ended June 30, 2025 of $4.1 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized. Our effective tax rate was also unfavorably impacted by the $67.3 million goodwill impairment in curamik® for which no tax benefit is available.
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For the first six months of 2024, the Company’s effective tax rate on its income before income taxes was 32.3 %. The effective rate for the first six months of 2024 was unfavorably impacted by primarily (i) the write-off of deferred tax assets related to stock compensation and, (ii) the mix of income in higher tax rate jurisdictions.
The OECD Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax of 15%. Based on current enacted legislation effective in 2024 and our structure, we do not expect a material impact in 2025. We are monitoring developments and evaluating the impacts these new rules will have on our future effective income tax rate, tax payments, financial condition, and results of operations.
Note 15 - Mergers and Acquisitions
Joint Venture Separation Agreement
On October 29, 2024, we entered into a JV Separation Agreement with INOAC with an effective date of November 5, 2024, in which INOAC acquired our 50 % ownership shares of RIC, we acquired INOAC’s 50 % ownership shares of RIS, and we sold the property, plant and equipment constituting RIS Production Line 1 to INOAC. The combined transaction resulted in a net payment to us from INOAC of $4.9 million. The JV Separation Agreement terminated all other agreements previously entered into in connection with the RIC and RIS JV relationships.
The purchase accounting and purchase price allocation for the RIS acquisition transaction is now considered final, with no adjustments from the information presented in our Annual Report on Form 10-K for the year ended December 31, 2024.
Note 16 - Recent Accounting Standards
Recently Adopted Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 enhances segment reporting under Topic 280 by expanding the breadth and frequency of segment disclosures. This amendment will improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted ASU 2023-07 in our Annual Report on Form 10-K for the year ended December 31, 2024, using the retrospective approach.
Recently Issued Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. Adoption of the standard will be applied on a prospective basis and retrospective application to all periods presented is permitted. We will adopt ASU 2023-09 in our Annual Report on Form 10-K for the year ending December 31, 2025, using a prospective transition method. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require new disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Adoption should be applied either prospectively to financial statements issued after the effective date, or retrospectively to any or all prior periods presented in the financial statements. We will adopt ASU 2024-03 in our Annual Report on Form 10-K for the year ending December 31, 2026, using a prospective transition method. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements and accompanying notes.
Note 17 - Subsequent Events
On July 4, 2025, H.R. 1, otherwise known as the “One Big Beautiful Bill Act”, was signed into law. We are currently evaluating the key provisions of this law and currently do not expect it to have a material impact on the Company or its financial statements.
On July 12, 2025, R. Colin Gouveia, President and Chief Executive Officer, left the Company and resigned from the Board of Directors. On July 14, 2025, Lawrence E. Schmid, Senior Vice President of Global Operations, and certain other executives left the Company. We expect to incur severance and other termination benefits charges of $4.9 million to $5.2 million related to these organizational changes.
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On July 12, 2025, the Board appointed Ali El-Haj as Interim President and Chief Executive Officer, to lead the Company on an interim basis while the Board conducts a search for a new President and Chief Executive Officer.
On July 30, 2025 we determined to implement initiatives to reduce costs in the curamik® reporting unit in our AES operating segment. This determination was made in response to market conditions and once fully implemented, these actions are expected to reduce manufacturing costs and operating expenses. As a result of these intended actions, we expect to record expenses in the range of $12.0 million to $20.0 million, which are expected to comprise of employee severance costs, property, plant and equipment relocation and reinstallation costs, consulting fees and other miscellaneous cash costs. We expect the bulk of the cash outflows will occur in 2026, with some cash outflows occurring in second half of 2025. These proposed initiatives are subject to a consultation process with the applicable works council representatives for our Eschenbach, Germany facility, which we initiated on July 31, 2025. Future disclosures related to these cost reduction initiatives will be disclosed in the Restructuring and Impairment Charges section of “Note 13 – Supplemental Financial Information.”
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Position
As used herein, the “Company,” “Rogers,” “we,” “us,” “our” and similar terms include Rogers Corporation and its subsidiaries, unless the context indicates otherwise.
Forward-Looking Statements
This 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 Exchange Act. Such statements are generally accompanied by words such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “seek,” “target” or similar expressions that convey uncertainty as to future events or outcomes. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results, and the differences between assumed facts and actual results could be material depending upon the circumstances. Where we express an expectation or belief as to future results, that expectation or belief is expressed in good faith and based on assumptions believed to have a reasonable basis. We cannot assure you, however, that the stated expectation or belief will occur or be achieved or accomplished. Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:
•failure to capitalize on, volatility within, or other adverse changes with respect to our growth drivers, such as delays in adoption or implementation of new technologies;
•failure to successfully execute on our long-term growth strategy;
•uncertain business, economic and political conditions in the U.S. and abroad, particularly in China, South Korea, Belgium, Germany, England, and Hungary where we maintain significant manufacturing, sales or administrative operations;
•the trade policy dynamics between the U.S. and other countries where the Company does business, in particular China, as reflected in tariff impositions and associated countermeasures, as well as the potential for U.S.-China supply chain decoupling;
•fluctuations in foreign currency exchange rates;
•our ability to develop innovative products and the extent to which they are incorporated into end-user products and systems;
•the extent to which end-user products and systems incorporating our products achieve commercial success;
•the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner;
•business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises;
•the impact of sanctions, export controls and other foreign asset or investment restriction;
•failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses;
•our ability to attract and retain management and skilled technical personnel;
•our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights;
•changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate;
•failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants;
•the outcome of ongoing and future litigation, including our asbestos-related product liability litigation;
•changes in environmental laws and regulations applicable to our business; and
•disruptions in, or breaches of, our information technology systems.
Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully, along with the risks discussed in this section and elsewhere in this report in addition to the section entitled “Risk Factors” in our
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Annual Report on Form 10-K for the year ended December 31, 2024 (the Annual Report) and our other reports filed with the SEC, any of which could cause actual results to differ materially from historical results or anticipated results. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes that appear elsewhere in this Form 10-Q along with our audited consolidated financial statements and the related notes thereto in our Annual Report.
Company Overview and Strategy
We design, develop, manufacture and sell high-performance and high-reliability engineered materials and components to meet our customers’ challenges. We operate two strategic operating segments: AES and EMS. Our remaining operations, which represent non-core businesses, are reported in our Other operating segment. We are headquartered in Chandler, Arizona.
Our growth and profitability strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) synergistic mergers and acquisitions, and (4) operational excellence. Our priorities in executing this strategy are focused on driving near-term improvements to profitability and improving the growth outlook for the Company over the next several years by further strengthening our focus on our portfolio and commercial activities, optimizing our global capacity to meet customer demand and driving innovation.
As a market-driven organization, we are focused on capitalizing on growth opportunities in multiple end markets. This includes the automotive industry, where there are market opportunities resulting from the continuing trends in vehicle electrification, and ADAS adoption. Other opportunities are driven by the advancement of communication systems in aerospace and defense, the growth of next-generation smartphones in the portable electronics industry, and the continued expansion of renewable energy. In addition to our focus on these markets, we sell into a variety of other markets, including general industrial, wireless infrastructure and mass transit.
Our growth strategy is based on addressing trends in these markets and applying our repeatable customer engagement process. Our sales engineers and technical service employees work closely with our customers to understand their complex challenges. They then leverage our innovation and technology capabilities and deep applications expertise to provide unique solutions to customers’ challenges. In addition to these capabilities, our strategy for success is also built on our reputation for high performance and reliability, trusted customer relationships and an expansive product portfolio. Through this strategy we expect to be able to drive further commercial wins, which provide the potential for future growth. This growth strategy includes both organic and inorganic investments from which we strive to ensure high-quality solutions for our customers.
Our operational excellence efforts are focused on driving ongoing cost structure improvements to further enhance our profitability. These efforts include focusing on improving yields, throughput, procurement capabilities, and manufacturing processes. We have also taken specific cost improvement actions in recent quarters that have and will benefit our performance. These actions include optimizing our manufacturing footprint,and reducing manufacturing and corporate employees. We continue to review and re-align our manufacturing and engineering footprint in an effort to maintain a leading competitive position globally and to support our customers’ growth initiatives.
We seek to enhance our operational and financial performance by investing in research and development, manufacturing and materials efficiencies, and new product initiatives that respond to the needs of our customers. We strive to evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and major industry trends affecting our business.
If we are able to successfully execute on our strategy, we see an opportunity, over the next several years, to increase revenues from current levels and further improve profitability. The increase in revenues is expected to come from a combination of organic growth and targeted acquisitions. This outlook is supported by our participation in a number of growth markets and by our competitive positions in these markets. The markets where we see growth opportunities include EV/HEV, ADAS, aerospace and defense, portable electronics, renewable energy, and industrial.
Executive Summary
The following synopsis and factors should be considered when reviewing our results of operations, financial position and liquidity:
•In the second quarter of 2025 as compared to the second quarter of 2024, our net sales decreased approximately 5.3% to $202.8 million, our gross margin decreased approximately 250 basis points to 31.6% from 34.1%, and we had an operating loss of 33.3% compared to an operating margin of 5.3%.
•We recognized impairment charges of $71.8 million in the second quarter of 2025 related to our curamik® reporting unit within our AES operating segment.
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•We recognized restructuring charges of $4.3 million in the second quarter of 2025 due to our wind down of manufacturing operations for our AES operating segment in our Evergem, Belgium facility and the reduction of our global workforce.
•We repurchased 0.4 million shares of our capital stock for $28.1 million in the second quarter of 2025.
Results of Operations
The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Gross margin | 31.6 | % | 34.1 | % | 30.8 | % | 33.0 | % | |||||||||||||||
| Selling, general and administrative expenses | 23.9 | % | 23.7 | % | 23.7 | % | 22.9 | % | |||||||||||||||
| Research and development expenses | 3.5 | % | 4.4 | % | 3.6 | % | 4.3 | % | |||||||||||||||
| Restructuring and impairment charges | 37.5 | % | 0.7 | % | 20.8 | % | 0.4 | % | |||||||||||||||
| Other operating (income) expense, net | — | % | — | % | (0.1) | % | — | % | |||||||||||||||
| Operating income (loss) | (33.3) | % | 5.3 | % | (17.2) | % | 5.4 | % | |||||||||||||||
| Equity income in unconsolidated joint ventures | — | % | 0.2 | % | — | % | 0.2 | % | |||||||||||||||
| Other income (expense), net | (1.1) | % | 0.2 | % | (1.0) | % | 0.1 | % | |||||||||||||||
| Interest income (expense), net | 0.2 | % | (0.1) | % | 0.2 | % | (0.2) | % | |||||||||||||||
| Income (loss) before income taxes | (34.2) | % | 5.6 | % | (18.0) | % | 5.5 | % | |||||||||||||||
| Income tax (benefit) expense | 2.1 | % | 1.8 | % | 1.1 | % | 1.8 | % | |||||||||||||||
| Net income (loss) | (36.3) | % | 3.8 | % | (19.1) | % | 3.7 | % | |||||||||||||||
Net Sales and Gross Margin | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Net sales | $ | 202.8 | $ | 214.2 | $ | 393.3 | $ | 427.6 | |||||||||||||||
| Gross margin | $ | 64.0 | $ | 73.1 | $ | 121.0 | $ | 141.3 | |||||||||||||||
| Percentage of net sales | 31.6 | % | 34.1 | % | 30.8 | % | 33.0 | % | |||||||||||||||
Net sales decreased by 5.3% in the second quarter of 2025 compared to the second quarter of 2024. Our AES and EMS operating segments each had net sales decreases of 5.6%. The decrease in net sales was primarily due to lower net sales in the EV/HEV and wireless infrastructure markets, partially offset by higher net sales in the industrial, aerospace and defense and ADAS markets. We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to changing regional demands. We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.
Net sales decreased by 8.0% in the first six months of 2025 compared to the first six months of 2024. Our AES and EMS operating segments had net sales decreases of 10.3% and 4.7%, respectively. The decrease in net sales was primarily due to lower net sales in the EV/HEV and wireless infrastructure markets, partially offset by higher net sales in the ADAS and aerospace and defense markets. We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to changing regional demands. We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.
Gross margin as a percentage of net sales decreased approximately 250 basis points to 31.6% in the second quarter of 2025 compared to 34.1% in the second quarter of 2024. Gross margin in the second quarter of 2025 declined due to the utilization headwinds caused by lower volumes and unfavorable mix.
Gross margin as a percentage of net sales decreased approximately 220 basis points to 30.8% in the first six months of 2025 compared to 33.0% in the first six months of 2024. Gross margin in the first six months of 2025 declined due to utilization headwinds caused by lower volumes and unfavorable mix.
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Selling, General and Administrative Expenses | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Selling, general and administrative expenses | $ | 48.5 | $ | 50.9 | $ | 93.0 | $ | 98.4 | |||||||||||||||
| Percentage of net sales | 23.9 | % | 23.7 | % | 23.7 | % | 22.9 | % | |||||||||||||||
SG&A expenses decreased 4.7% in the second quarter of 2025 from the second quarter of 2024, primarily due to a $2.7 million decrease in compensation and benefits expense and a $1.9 million decrease in professional services expenses, partially offset by a $1.8 million increase in fixed asset depreciation and software cost amortization expense.
SG&A expenses decreased 5.5% in the first six months of 2025 compared to the first six months of 2024, primarily due to a $6.1 million decrease in compensation and benefits expense and a $2.9 million decrease in professional services expenses, partially offset by a $2.8 million increase in fixed asset depreciation and software cost amortization expense.
Research and Development Expenses | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Research and development expenses | $ | 7.0 | $ | 9.5 | $ | 14.1 | $ | 18.4 | |||||||||||||||
| Percentage of net sales | 3.5 | % | 4.4 | % | 3.6 | % | 4.3 | % | |||||||||||||||
R&D expenses decreased 26.3% in the second quarter of 2025 from the second quarter of 2024 due to a $1.2 million decrease in R&D trials and a $1.0 million decrease in compensation and benefits expense. R&D expenses decreased 23.4% in the first six months of 2025 compared to the first six months of 2024, primarily due to a $1.8 million decrease in compensation and benefits expense and a $1.7 million decrease in R&D trials. The decrease in compensation and benefits expense was largely driven by the cost savings from our exit from our Burlington, Massachusetts Innovation Center facility.
Restructuring and Impairment Charges | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Restructuring and impairment charges | $ | 76.1 | $ | 1.4 | $ | 82.0 | $ | 1.5 | |||||||||||||||
| Other operating (income) expense, net | $ | (0.1) | $ | — | $ | (0.3) | $ | — | |||||||||||||||
We incurred impairment charges of $71.8 million in the three and six months ended June 30, 2025, related to our curamik® reporting unit within our AES operating segment. For additional information, refer to “Note 6 – Goodwill and Other Intangible Assets” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
We incurred restructuring charges of $4.3 million and $10.2 million in the three and six months ended June 30, 2025, respectively, due to our wind down of manufacturing operations for our AES operating segment in our Evergem, Belgium facility and our global reduction in workforce. We incurred restructuring charges of $1.4 million and $1.5 million in the three and six months ended June 30, 2024, respectively, primarily related to our exit from our Burlington, Massachusetts Innovation Center facility and our wind down of manufacturing operations for our AES operating segment in our Evergem, Belgium facility. For additional information, refer to “Note 13 – Supplemental Financial Information” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Equity Income in Unconsolidated Joint Ventures | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Equity income in unconsolidated joint ventures | $ | — | $ | 0.5 | $ | — | $ | 0.8 | |||||||||||||||
Prior to November 5, 2024, we had two unconsolidated JVs, each 50% owned: RIC and RIS, at which point, our JV relationships were discontinued resulting in the year-over-year decrease in equity income in those unconsolidated JVs. For additional information, refer to “Note 15 - Mergers and Acquisitions” to the condensed consolidated financial statements in Part I, Item I of this Form 10-Q.
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Other Income (Expense), Net | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Other income (expense), net | $ | (2.2) | $ | 0.3 | $ | (3.8) | $ | 0.7 | |||||||||||||||
Other income (expense), net decreased to expense of $2.2 million in the second quarter of 2025 from income of $0.3 million in the second quarter of 2024. The decrease was due to $2.3 million of unfavorable year-over-year changes in impacts from our foreign currency transactions.
Other income (expense), net decreased to expense of $3.8 million in the first six months of 2025 from income of $0.7 million in the first six months of 2024. The decrease was due to $4.1 million of unfavorable year-over-year changes in impacts from our foreign currency transactions.
Interest Income (Expense), Net | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Interest income (expense), net | $ | 0.4 | $ | (0.2) | $ | 0.7 | $ | (1.0) | |||||||||||||||
Interest income (expense), net, was $0.4 million of income in the second quarter of 2025 compared to $0.2 million of expense in the second quarter of 2024. The year-over-year change was due to higher income on interest-bearing cash accounts.
Interest income (expense), net, was $0.7 million of income in the first six months of 2025 compared to $1.0 million of expense in the first six months of 2024. The year-over-year change was due to a lower weighted-average outstanding balance for our borrowings under our revolving credit facility and higher income on interest-bearing cash accounts.
Income Taxes | |||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Income tax (benefit) expense | $ | 4.3 | $ | 3.8 | $ | 4.1 | $ | 7.6 | |||||||||||||||
| Effective tax rate | (6.2) | % | 31.9 | % | (5.8) | % | 32.3 | % | |||||||||||||||
The below discussion of the effective tax rate for the periods presented in the condensed consolidated statements of operations is in comparison to the 21% U.S. statutory federal income tax rate.
We had a negative tax rate of 6.2% in the second quarter of 2025 due to tax expense on a pre-tax book loss. Our income tax expense for the second quarter of 2025 of $4.3 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized. Our effective tax rate was also unfavorably impacted by the $67.3 million goodwill impairment in curamik® for which no tax benefit is available.
During the second quarter of 2024, our effective tax rate was 31.9%. During the second quarter of 2024, our effective tax rate was unfavorably impacted primarily by the mix of income in higher tax jurisdictions.
We had a negative tax rate of 5.8% for the six months ended June 30, 2025 due to tax expense on a pre-tax book loss. Our income tax expense for the six months ended June 30, 2025 of $4.1 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized. Our effective tax rate was also unfavorably impacted by the $67.3 million goodwill impairment in curamik® for which no tax benefit is available.
For the first six months of 2024, the Company’s effective tax rate on its income before income taxes was 32.3%. The effective rate for the first six months of 2024 was unfavorably impacted by primarily (i) the write-off of deferred tax assets related to stock compensation and, (ii) the mix of income in higher tax rate jurisdictions.
31
Operating Segment Net Sales and Gross Margin
Advanced Electronics Solutions
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Net sales | $ | 109.0 | $ | 115.5 | $ | 213.2 | $ | 237.6 | |||||||||||||||
| Gross margin | $ | 30.9 | $ | 36.0 | $ | 60.0 | $ | 70.7 | |||||||||||||||
| Percentage of net sales | 28.3 | % | 31.2 | % | 28.1 | % | 29.8 | % | |||||||||||||||
AES net sales decreased by 5.6% in the second quarter of 2025 compared to the second quarter of 2024. The decrease in net sales over the second quarter of 2024 was primarily driven by lower net sales in the wireless infrastructure and EV/HEV markets, partially offset by higher net sales in the aerospace and defense and ADAS markets. We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to changing regional demands. We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.
AES net sales decreased by 10.3% in the first six months of 2025 compared to the first six months of 2024. The decrease in net sales over the first six months of 2024 was primarily driven by lower net sales in the wireless infrastructure and EV/HEV markets, partially offset by higher net sales in the ADAS and aerospace and defense markets. We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to changing regional demands. We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.
Our AES operating segment gross margin in the second quarter of 2025 declined primarily due to utilization headwinds caused by significantly lower volumes and non-routine charges for various inventory reserves. As a percentage of net sales, gross margin in the second quarter of 2025 was 28.3% as compared to 31.2% in the second quarter of 2024.
Our AES operating segment gross margin in the first six months of 2025 declined primarily due to utilization headwinds caused by significantly lower volumes and unfavorable mix. As a percentage of net sales, gross margin in the first six months of 2025 was 28.1% as compared to 29.8% in the first six months of 2024.
Elastomeric Material Solutions
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Net sales | $ | 89.4 | $ | 94.7 | $ | 172.0 | $ | 180.4 | |||||||||||||||
| Gross margin | $ | 31.5 | $ | 35.7 | $ | 58.2 | $ | 67.0 | |||||||||||||||
| Percentage of net sales | 35.2 | % | 37.7 | % | 33.8 | % | 37.1 | % | |||||||||||||||
EMS net sales decreased by 5.6% in the second quarter of 2025 compared to the second quarter of 2024. The decrease in net sales over the second quarter of 2024 was primarily driven by lower net sales in the EV/HEV market, partially offset by higher net sales in general industrial market.
EMS net sales decreased by 4.7% in the first six months of 2025 compared to the first six months of 2024. The decrease in net sales over the first six months of 2024 was primarily driven by lower net sales in the EV/HEV and aerospace and defense markets, partially offset by higher net sales in the general industrial market.
Our EMS operating segment gross margin in the second quarter of 2025 declined due to unfavorable mix and utilization headwinds caused by lower volumes. As a percentage of net sales, gross margin in the second quarter of 2025 was 35.2% as compared to 37.7% in the second quarter of 2024.
Our EMS operating segment gross margin in the first six months of 2025 declined due to unfavorable mix and utilization headwinds caused by lower volumes. As a percentage of net sales, gross margin in the first six months of 2025 was 33.8% as compared to 37.1% in the first six months of 2024.
Other
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Net sales | $ | 4.4 | $ | 4.0 | $ | 8.1 | $ | 9.6 | |||||||||||||||
| Gross margin | $ | 1.6 | $ | 1.4 | $ | 2.8 | $ | 3.6 | |||||||||||||||
| Percentage of net sales | 36.4 | % | 35.0 | % | 34.6 | % | 37.5 | % | |||||||||||||||
32
Net sales in this segment increased by 10.0% in the second quarter of 2025 from the second quarter of 2024. Our Other operating segment gross margin in the second quarter of 2025 increased due to higher volumes. As a percentage of net sales, gross margin in the second quarter of 2025 was 36.4%, an approximately 140 basis point increase as compared to 35.0% in the second quarter of 2024.
Net sales in this segment decreased by 15.6% in the first six months of 2025 from the first six months of 2024. Our Other operating segment gross margin in the six months of 2025 declined due to lower volumes. As a percentage of net sales, gross margin in the six months of 2025 was 34.6%, an approximately 290 basis point decrease as compared to 37.5% in the second quarter of 2024.
Liquidity, Capital Resources and Financial Position
We believe that our existing sources of liquidity and cash flows that we expect to generate from our operations, together with our available credit facilities, will be sufficient to fund our operations, currently planned capital expenditures and R&D efforts, for at least the next 12 months. We regularly review and evaluate the adequacy of our cash flows, borrowing facilities and banking relationships in an effort to ensure that we have the appropriate access to cash to fund both our near-term operating needs and our long-term strategic initiatives.
The following table illustrates the location of our cash and cash equivalents by our three major geographic areas:
| (Dollars in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| U.S. | $ | 69.7 | $ | 84.7 | |||||||
| Europe | 38.5 | 37.4 | |||||||||
| Asia | 49.0 | 37.7 | |||||||||
| Total cash and cash equivalents | $ | 157.2 | $ | 159.8 | |||||||
Approximately $87.5 million of our cash and cash equivalents were held by non-U.S. subsidiaries as of June 30, 2025. We did not make any changes in the six months ended June 30, 2025 to our position on the permanent reinvestment of our earnings from foreign operations. With the exception of certain of our Chinese subsidiaries, where a substantial portion of our Asia cash and cash equivalents are held, we continue to assert that historical foreign earnings are indefinitely reinvested.
| (Dollars in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Key Financial Position Accounts: | |||||||||||
| Cash and cash equivalents | $ | 157.2 | $ | 159.8 | |||||||
| Accounts receivable, net | $ | 141.6 | $ | 135.3 | |||||||
| Inventories, net | $ | 151.2 | $ | 142.3 | |||||||
Changes in key financial position accounts and other significant changes in our statements of financial position from December 31, 2024 to June 30, 2025 were as follows:
•Cash and cash equivalents were $157.2 million as compared to $159.8 million as of December 31, 2024, a decrease of $2.6 million, or 1.6%. This decrease was primarily due to $28.1 million of share repurchases, $17.7 million in capital expenditures, and $1.4 million in tax payments related to net share settlement of equity awards, partially offset by $13.4 million of proceeds from the sale of our Price Road facility and our cash flows provided by operations.
•Accounts receivable, net increased 4.7% to $141.6 million as of June 30, 2025 from $135.3 million as of December 31, 2024. The increase from year-end was primarily due to higher net sales at the end of the second quarter of 2025 compared to at the end of 2024.
•Inventories, net increased 6.3% to $151.2 million as of June 30, 2025, from $142.3 million as of December 31, 2024, primarily driven by higher levels of raw material and work-in-process inventory, mostly offset by a lower level of finished goods inventory.
| Six Months Ended | |||||||||||
| (Dollars in millions) | June 30, 2025 | June 30, 2024 | |||||||||
| Key Cash Flow Measures: | |||||||||||
| Net cash provided by operating activities | $ | 25.4 | $ | 51.0 | |||||||
| Net cash used in investing activities | $ | (3.4) | $ | (23.5) | |||||||
| Net cash used in financing activities | $ | (29.6) | $ | (38.4) | |||||||
33
In 2025, we expect capital spending to be in the range of approximately $30.0 million to $40.0 million. We plan to fund our capital spending in 2025 with cash from operations and cash on-hand, as well as our existing revolving credit facility, if necessary.
Restrictions on Payment of Dividends
The Fifth Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our total net leverage ratio does not exceed 2.75 to 1.00. If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments. Our total net leverage ratio did not exceed 2.75 to 1.00 as of June 30, 2025.
Contingencies
During the second quarter of 2025, we did not become aware of any material developments related to environmental matters disclosed in our Annual Report, our asbestos litigation or other material contingencies previously disclosed or incur any material costs or capital expenditures related to such matters. Refer to “Note 9 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q for further discussion of these contingencies.
Critical Accounting Policies
Goodwill and Indefinite-Lived Other Intangible Assets
Goodwill and indefinite-lived other intangible assets are evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired, by first performing a qualitative assessment to determine whether a quantitative goodwill impairment assessment is necessary. If it is determined, based on qualitative factors, that the fair value of the reporting unit may be more likely than not less than its carrying value or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment assessment would be required. We can elect to forgo the qualitative assessment and perform a quantitative assessment. The quantitative assessment compares the fair value of a reporting unit with its carrying value. The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit.
In recent years, management's annual goodwill impairment assessments have been qualitative assessments for all reporting units. During the second quarter of 2025, changing market competition and supply dynamics impacted our curamik® reporting unit, which resulted in reduced demand forecasts for short and mid-term net sales and gross margin for the reporting unit, creating a triggering event that required an interim quantitative impairment assessment. The interim quantitative assessment resulted in the recognition of non-cash impairment charges to our curamik® reporting unit’s goodwill and indefinite-lived other intangible asset of $67.3 million and $4.5 million, respectively, which represent full impairments of each.
The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit for which a quantitative assessment is performed. The quantitative goodwill and indefinite-lived other intangible asset impairment assessment performed over the curamik® reporting unit consisted of a fair value calculation which combined an income approach and a market approach, weighted at 50% each, which was then compared with the reporting unit’s carrying value. The income approach uses the discounted cash flow method, which is based on the present value of future cash flows through a multi-year discounted cash flow analysis. The market approach uses the guideline public company method, which is based on market data using comparable publicly traded company multiples of EBITDA for a group of benchmark companies.From a market participant perspective, considerable weight would be placed on the income approach value because it relies directly on our reporting unit’s forecasted operating results and market-derived rates of return. Similarly, considerable weight would be placed on the market approach because it reflects current market pricing and earnings. Therefore, equal weight was given to the income approach and market approach, since both methods are reasonable methods to use for valuing our reporting units and neither method is more reliable than the other for these circumstances.
Determination of fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, gross margin and operating margin, discount rates, terminal growth rates, future market conditions, and market multiples, among others. Changes in factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time at which such impairments are recognized. We assessed the assumptions used in the quantitative impairment assessment to be reasonable and consistent with assumptions that would have been used by other market participants. For additional information, refer to “Note 6 – Goodwill and Other Intangible Assets.”
34
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our exposure to market risk during the second quarter of 2025. For discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report.
Item 4. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We conducted, with the participation of our Principal Executive Officer and our Chief Financial Officer, an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act, as of June 30, 2025. Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our Principal Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
We are in the process of a multi-year implementation of a new global ERP system, which will replace our existing operating and financial systems. The implementation is expected to occur in phases over the next several years. During the first quarter of 2025, we completed the implementation of our new ERP system for one of our manufacturing sites. The portion of the transition to the new ERP system that we have completed to date did not result in significant changes in our internal control over financial reporting. However, as the next phases of the updated processes are rolled out in connection with the ERP implementation, we will give appropriate consideration to whether these process changes necessitate changes in the design of and the testing for effectiveness of internal controls over financial reporting.
There were no changes in the Company’s internal control over financial reporting during the second quarter of fiscal year ending December 31, 2025, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
Part II - Other Information
Item 1. Legal Proceedings
Refer to the discussion of certain environmental, asbestos and other litigation matters in “Note 9 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Item 1A. Risk Factors
In addition to the other information set forth in this Form 10-Q, you should carefully consider factors discussed in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024, Part II, Item1A “Risk Factors” of our Form 10-Q for the quarterly period ended March 31, 2025 and the Company’s other filings with the SEC, which are available at www.sec.gov and on the Company’s website at www.rogerscorp.com.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Items 2 (a) and (b) are not applicable.
(c) Stock Repurchases
| (Dollars in millions, except shares and per share amounts) | ||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs | ||||||||||||||||||||||
| April 1, 2025 to April 30, 2025 | — | $ | — | — | $ | 104.2 | ||||||||||||||||||||
| May 1, 2025 to May 31, 2025 | 406,560 | $ | 63.09 | 406,560 | $ | 77.4 | ||||||||||||||||||||
| June 1, 2025 to June 30, 2025 | 19,430 | $ | 66.01 | 19,430 | $ | 76.1 | ||||||||||||||||||||
For the three months ended June 30, 2025, we repurchased shares for a total value of $28.1 million under a $200.0 million share repurchase program approved by our Board of Directors. The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. As of June 30, 2025, $76.1 million remained for repurchase under the share repurchase program. All repurchases were made using cash from operations. Our stock repurchases may occur from time to time through open market purchases, privately negotiated transactions or plans designed to comply with Rule 10b5-1 promulgated under the Exchange Act.
Item 5. Other Information
During the three months ended June 30, 2025, none of our directors or officers adopted terminated
Item 6. Exhibits
| List of Exhibits: | |||||
| 10.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101 | The following materials from Rogers Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and June 30, 2024, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and June 30, 2024, (iii) Condensed Consolidated Statements of Financial Position as of June 30, 2025 and December 31, 2024, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and June 30, 2024, (v) Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2025 and June 30, 2024, (vi) Notes to Condensed Consolidated Financial Statements and (vii) Cover Page. | ||||
| 104 | The cover page from Rogers Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, formatted in iXBRL and contained in Exhibit 101. | ||||
35
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ROGERS CORPORATION (Registrant) | ||
| By: /s/ Laura Russell | ||||||||
| Laura Russell | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
| Principal Financial Officer | ||||||||
| Dated: July 31, 2025 | ||||||||
36
Exhibit 31.1
CERTIFICATIONS
I, Ali El-Haj, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Rogers Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: July 31, 2025 | ||
| By: /s/ Ali El-Haj | ||
| Ali Eli-Haj | ||
| Interim President and Chief Executive Officer Principal Executive Officer | ||
Exhibit 31.2
CERTIFICATIONS
I, Laura Russell, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Rogers Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: July 31, 2025 | ||
| By: /s/ Laura Russell | ||
| Laura Russell | ||
| Senior Vice President, Chief Financial Officer and Treasurer Principal Financial Officer | ||
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Rogers Corporation, a Massachusetts corporation (the “Corporation”), does hereby certify that:
The Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Form 10-Q”) of the Corporation fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| By: /s/ Ali El-Haj | ||
| Ali Eli-Haj | ||
| Interim President and Chief Executive Officer Principal Executive Officer | ||
| July 31, 2025 | ||
| By: /s/ Laura Russell | ||
| Laura Russell | ||
Senior Vice President, Chief Financial Officer and Treasurer Principal Financial Officer | ||
| July 31, 2025 | ||