ROGERS CORP 10-Q

Item 1. Financial Statements ROGERS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollars and shares in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Net sales $ 201,944 $ 221,842 $ 591,911 $ 704,492 Cost of sales 126,426 142,975 380,794 454,403 Gross margin 75,518 78,867 211,117 250,089 Selling, general and administrative expenses 50,230 40,448 132,254 127,349 Research and development expenses 7,085 7,830 22,185 23,282 Restructuring and impairment charges 9,413 580 9,413 2,485 Other operating (income) expense, net ( 4 ) 124 ( 96 ) 1,075 Operating income 8,794 29,885 47,361 95,898 Equity income in unconsolidated joint ventures 937 1,498 3,177 4,077 Pension settlement charges — — ( 55 ) — Other income (expense), net 1,446 ( 918 ) 1,294 ( 915 ) Interest expense, net ( 3,553 ) ( 1,747 ) ( 6,539 ) ( 5,723 ) Income before income tax expense 7,624 28,718 45,238 93,337 Income tax expense 618 5,331 10,453 17,258 Net income $ 7,006 $ 23,387 $ 34,785 $ 76,079 Basic earnings per share $ 0.37 $ 1.26 $ 1.86 $ 4.10 Diluted earnings per share $ 0.37 $ 1.25 $ 1.86 $ 4.07 Shares used in computing: Basic earnings per share 18,688 18,581 18,678 18,569 Diluted earnings per share 18,713 18,724 18,695 18,715 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 ROGERS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Dollars in thousands) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Net income $ 7,006 $ 23,387 $ 34,785 $ 76,079 Foreign currency translation adjustment 11,269 ( 10,187 ) 10,004 ( 12,262 ) Pension and other postretirement benefits: Pension settlement benefits, net of tax (Note 4) — — ( 48 ) — Actuarial net gain incurred, net of tax (Note 4) 3 — 629 — Amortization of loss, net of tax (Note 4) 66 172 199 485 Derivative instrument designated as cash flow hedge: Change in unrealized loss before reclassifications, net of tax (Note 4) ( 638 ) ( 158 ) ( 1,504 ) ( 1,362 ) Unrealized loss (gain) reclassified into earnings, net of tax (Note 4) 2,810 ( 32 ) 2,476 ( 188 ) Other comprehensive income (loss) 13,510 ( 10,205 ) 11,756 ( 13,327 ) Comprehensive income $ 20,516 $ 13,182 $ 46,541 $ 62,752 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 ROGERS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) (Dollars and shares in thousands, except par value ) September 30, 2020 December 31, 2019 Assets Current assets Cash and cash equivalents $ 186,123 $ 166,849 Accounts receivable, less allowance for doubtful accounts of $ 1,366 and $ 1,691 138,611 122,285 Contract assets 22,061 22,455 Inventories 109,733 132,859 Prepaid income taxes 3,406 4,524 Asbestos-related insurance receivables, current portion 4,292 4,292 Other current assets 10,217 10,838 Total current assets 474,443 464,102 Property, plant and equipment, net of accumulated depreciation of $ 370,164 and $ 341,119 266,104 260,246 Investments in unconsolidated joint ventures 12,755 16,461 Deferred income taxes 26,907 17,117 Goodwill 265,781 262,930 Other intangible assets, net of amortization 132,818 158,947 Pension assets 4,337 12,790 Asbestos-related insurance receivables, non-current portion 74,024 74,024 Other long-term assets 14,871 6,564 Total assets $ 1,272,040 $ 1,273,181 Liabilities and Shareholders’ Equity Current liabilities Accounts payable $ 35,886 $ 33,019 Accrued employee benefits and compensation 35,991 29,678 Accrued income taxes payable 6,235 10,649 Asbestos-related liabilities, current portion 5,007 5,007 Other accrued liabilities 23,237 21,872 Total current liabilities 106,356 100,225 Borrowings under revolving credit facility 60,000 123,000 Pension and other postretirement benefits liabilities 1,654 1,567 Asbestos-related liabilities, non-current portion 80,540 80,873 Non-current income tax 15,509 10,423 Deferred income taxes 9,497 9,220 Other long-term liabilities 11,460 13,973 Commitments and contingencies (Note 10 and Note 12) Shareholders’ equity Capital stock - $ 1 par value; 50,000 authorized shares; 18,676 and 18,577 shares issued and outstanding 18,676 18,577 Additional paid-in capital 145,010 138,526 Retained earnings 858,487 823,702 Accumulated other comprehensive loss ( 35,149 ) ( 46,905 ) Total shareholders' equity 987,024 933,900 Total liabilities and shareholders' equity $ 1,272,040 $ 1,273,181 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 ROGERS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) Nine Months Ended September 30, 2020 September 30, 2019 Operating Activities: Net income $ 34,785 $ 76,079 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 48,562 37,176 Equity compensation expense 10,317 9,294 Deferred income taxes ( 9,987 ) ( 5,565 ) Equity in undistributed income of unconsolidated joint ventures ( 3,177 ) ( 4,077 ) Dividends received from unconsolidated joint ventures 7,075 5,375 Pension settlement benefits ( 63 ) — Pension and other postretirement benefits ( 149 ) ( 503 ) Asbestos-related charges — 67 Loss on sale or disposal of property, plant and equipment 49 278 Impairment charges 386 1,537 Provision (benefit) for doubtful accounts ( 63 ) 16 Changes in assets and liabilities: Accounts receivable ( 14,702 ) 3,668 Contract assets 394 ( 1,342 ) Inventories 25,008 ( 7,788 ) Pension and postretirement benefit contributions ( 248 ) ( 16 ) Other current assets 1,876 641 Accounts payable and other accrued expenses 5,236 ( 2,552 ) Other, net 8,374 3,384 Net cash provided by operating activities 113,673 115,672 Investing Activities: Capital expenditures ( 28,944 ) ( 38,827 ) Proceeds from the sale of property, plant and equipment, net — 9 Return of capital from unconsolidated joint ventures — 2,625 Net cash used in investing activities ( 28,944 ) ( 36,193 ) Financing Activities: Proceeds from borrowings under revolving credit facility 150,000 — Repayment of debt principal and finance lease obligations ( 213,299 ) ( 98,294 ) Payments of taxes related to net share settlement of equity awards ( 5,107 ) ( 7,309 ) Proceeds from the exercise of stock options, net — 344 Proceeds from issuance of shares to employee stock purchase plan 1,373 1,249 Net cash provided by (used in) financing activities ( 67,033 ) ( 104,010 ) Effect of exchange rate fluctuations on cash 1,578 ( 2,460 ) Net increase (decrease) in cash and cash equivalents 19,274 ( 26,991 ) Cash and cash equivalents at beginning of period 166,849 167,738 Cash and cash equivalents at end of period $ 186,123 $ 140,747 Supplemental Disclosures: Accrued capital additions $ 1,493 $ 1,999 Cash paid during the year for: Interest, net of amounts capitalized $ 4,301 $ 6,449 Income taxes $ 21,645 $ 16,018 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 thousands) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Capital Stock Balance, beginning of period $ 18,668 $ 18,559 $ 18,577 $ 18,395 Shares issued for vested restricted stock units, net of shares withheld for taxes 1 2 86 139 Stock options exercised — 1 — 11 Shares issued for employee stock purchase plan 7 8 13 15 Shares issued to directors — 2 — 12 Balance, end of period 18,676 18,572 18,676 18,572 Additional Paid-In Capital Balance, beginning of period 141,092 131,836 138,526 132,360 Shares issued for vested restricted stock units, net of shares withheld for taxes ( 79 ) 113 ( 5,193 ) ( 7,448 ) Stock options exercised — 16 — 333 Shares issued for employee stock purchase plan 702 647 1,360 1,234 Shares issued to directors — ( 2 ) — ( 12 ) Equity compensation expense 3,295 3,151 10,317 9,294 Balance, end of period 145,010 135,761 145,010 135,761 Retained Earnings Balance, beginning of period 851,481 829,075 823,702 776,403 Net income 7,006 23,387 34,785 76,079 Cumulative-effect adjustment for lease accounting — — — ( 20 ) Balance, end of period 858,487 852,462 858,487 852,462 Accumulated Other Comprehensive Loss Balance, beginning of period ( 48,659 ) ( 81,956 ) ( 46,905 ) ( 78,834 ) Other comprehensive income (loss) 13,510 ( 10,205 ) 11,756 ( 13,327 ) Balance, end of period ( 35,149 ) ( 92,161 ) ( 35,149 ) ( 92,161 ) Total Shareholders’ Equity $ 987,024 $ 914,634 $ 987,024 $ 914,634 The accompanying notes are an integral part of the condensed consolidated financial statements. 7 ROGERS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 – Basis of Presentation As used herein, the terms “Company,” “Rogers,” “we,” “us,” “our” and similar terms mean Rogers Corporation and its consolidated subsidiaries, unless the context indicates otherwise. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information. Accordingly, these statements do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, the accompanying condensed consolidated financial statements include all normal recurring adjustments necessary for their fair presentation in accordance with GAAP. All significant intercompany 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, 2019. Refer to the discussion below for our restructuring activities significant accounting policy. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us and the unknown future impacts of COVID-19 as of September 30, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, our allowance for doubtful accounts, equity compensation, the carrying value of our goodwill, other intangible assets as well as other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition. Restructuring Activities We record charges associated with restructuring activities, such as employee termination benefits, which represent a one-time benefit, when management approves and commits to a plan of termination, or over the future service period, if any. Other costs associated with restructuring activities may include contract termination costs, including costs related to leased facilities to be abandoned or subleased, and facility and employee relocation costs. Note 2 – Fair Value Measurements The accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As a result of our pension termination and settlement efforts in late 2019 and the first half of 2020, we have a pension surplus investment balance, which is now accounted for as an available-for-sale investment as of June 2020. For additional information regarding this balance, refer to “Note 11 – Pension Benefits and Other Postretirement Benefits.” Available-for-sale investments measured at fair value on a recurring basis, categorized by the level of inputs used in the valuation, were as follows: Available-for-Sale Investment at Fair Value as of September 30, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total Pension surplus investment (1) $ 6,911 $ 2,416 $ — $ 9,327 (1) This balance was invested in funds comprised of short-term cash and fixed income securities, and was recorded in the “Other long-term assets” line item in the condensed consolidated statements of financial position. As of September 30, 2020, the fair value of this investment approximated its carrying value. 8 From time to time we enter into various instruments that require fair value measurement, including foreign currency contracts, copper derivative contracts and interest rate swaps. Derivative instruments measured at fair value on a recurring basis, categorized by the level of inputs used in the valuation, were as follows: Derivative Instruments at Fair Value as of September 30, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total (1) Foreign currency contracts $ — $ ( 106 ) $ — $ ( 106 ) Copper derivative contracts $ — $ 2,640 $ — $ 2,640 Interest rate swap contract $ — $ — $ — $ — Derivative Instruments at Fair Value as of December 31, 2019 (Dollars in thousands) Level 1 Level 2 Level 3 Total (1) Foreign currency contracts $ — $ ( 6 ) $ — $ ( 6 ) Copper derivative contracts $ — $ 1,147 $ — $ 1,147 Interest rate swap contract $ — $ ( 1,254 ) $ — $ ( 1,254 ) (1) All balances were recorded in the “Other current assets” or “Other accrued liabilities” line items in the condensed consolidated statements of financial position, except the 2019 interest rate swap balance, which was recorded in the “Other long-term liabilities” line item. For additional information on derivative contracts, refer to “Note 3 – Hedging Transactions and Derivative Financial Instruments.” Note 3 – Hedging Transactions and Derivative Financial Instruments We are exposed to certain risks related to our ongoing business operations. The primary risks being managed through our use of derivative instruments are foreign currency exchange rate risk, commodity pricing risk (primarily related to copper) and interest rate risk. We do not use derivative instruments for trading or speculative purposes. The valuation of derivative contracts used to manage each of these risks is described below: • Foreign Currency – The fair value of any foreign currency option derivative is based upon valuation models applied to current market information such as strike price, spot rate, maturity date and volatility, and by reference to market values resulting from an over-the-counter market or obtaining market data for similar instruments with similar characteristics. • Commodity – The fair value of copper derivatives is computed using a combination of intrinsic and time value valuation models, 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. • Interest Rates – The fair value of interest rate swap instruments is derived by comparing the present value of the interest rate forward curve against the present value of the swap rate, relative to the notional amount of the swap. The net value represents the estimated amount we would receive or pay to terminate the agreements. Settlement amounts for an “in the money” swap would be adjusted down to compensate the counterparties for cost of funds, and the adjustment is directly related to the counterparties’ credit ratings. The guidance for the accounting and disclosure of derivatives and hedging transactions requires companies to recognize all of their derivative instruments as either assets or liabilities at fair value in the condensed consolidated statements of financial position. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies for hedge accounting treatment as defined under the applicable accounting guidance. For derivative instruments that are designated and qualify for hedge accounting treatment as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) in the condensed consolidated statements of comprehensive income (loss). This gain or loss is reclassified into earnings in the same line item of the condensed consolidated statements of operations associated with the forecasted transaction and in the same period or 9 periods during which the hedged transaction affects earnings. As of September 30, 2019, only our interest rate swap qualified for hedge accounting treatment as a cash flow hedge, and the hedge was highly effective. Foreign Currency During the three months ended September 30, 2020, we entered into U.S. dollar, euro, and Korean won 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 (expense) income, net” in our condensed consolidated statements of operations in the period in which the adjustment occurred. As of September 30, 2020, the notional values of the remaining foreign currency forward contracts were as follows: Notional Values of Foreign Currency Derivatives USD/CNH $ 30,138,505 EUR/USD € 9,430,781 KRW/USD ₩ 11,684,000,000 Commodity As of September 30, 2020, we had 21 outstanding contracts to hedge exposure related to the purchase of copper in our Power Electronics Solutions (PES) and Advanced Connectivity Solutions (ACS) operating segments. 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 (expense) income, net” in our condensed consolidated statements of operations in the period in which the adjustment occurred. As of September 30, 2020, the volume of our copper contracts outstanding was as follows: Volume of Copper Derivatives October 2020 - December 2020 201 metric tons per month January 2021 - March 2021 256 metric tons per month April 2021 - June 2021 256 metric tons per month July 2021 - September 2021 222 metric tons per month Interest Rates In March 2017, we entered into an interest rate swap to hedge the variable interest rate on $ 75.0 million of our $ 450.0 million revolving credit facility. This transaction was designated as a cash flow hedge and qualified for hedge accounting treatment. We terminated the interest rate swap on September 30, 2020. As a result, we settled the interest rate swap for $ 2.4 million on October 2, 2020, representing the fair value of the interest rate swap on the date of termination. Both Rogers and the counterparties released each other from all obligation under the interest rate swap agreement, including the obligation to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to the agreed upon notional principal amount of $ 75.0 million. As a result of the termination of the interest rate swap, there is an offsetting decrease in the forecasted interest expense, net over the remaining term of the now-terminated interest rate swap, which was set to expire in February 2022. For additional information regarding our revolving credit facility, refer to “Note 9 – Debt.” 10 Effects on Financial Statements The impacts from our derivative instruments on the statement of operations and statements of comprehensive income (loss) were as follows: Three Months Ended Nine Months Ended (Dollars in thousands) Financial Statement Line Item September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Foreign Currency Contracts Contracts not designated as hedging instruments Other (expense) income, net $ ( 823 ) $ 181 $ ( 1,378 ) $ ( 406 ) Copper Derivative Contracts Contracts not designated as hedging instruments Other (expense) income, net $ 1,238 $ ( 543 ) $ 1,067 $ ( 1,008 ) Interest Rate Swap Contract designated as hedging instrument Other comprehensive income (loss) $ 2,771 $ ( 240 ) $ 1,254 $ ( 1,985 ) Note 4 – Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss by component were as follows: (Dollars and accompanying footnotes in thousands) Foreign Currency Translation Adjustments Pension and Other Postretirement Benefits (1) Derivative Instrument Designated as Cash Flow Hedge (2) Total Balance as of December 31, 2019 $ ( 35,478 ) $ ( 10,455 ) $ ( 972 ) $ ( 46,905 ) Other comprehensive income (loss) before reclassifications 10,004 629 ( 1,504 ) 9,129 Amounts reclassified from accumulated other comprehensive loss — 151 2,476 2,627 Net current-period other comprehensive income (loss) 10,004 780 972 11,756 Balance as of September 30, 2020 $ ( 25,474 ) $ ( 9,675 ) $ — $ ( 35,149 ) Balance as of December 31, 2018 $ ( 30,488 ) $ ( 48,700 ) $ 354 $ ( 78,834 ) Other comprehensive loss before reclassifications ( 12,262 ) — ( 1,362 ) ( 13,624 ) Amounts reclassified from accumulated other comprehensive loss — 485 ( 188 ) 297 Net current-period other comprehensive income (loss) ( 12,262 ) 485 ( 1,550 ) ( 13,327 ) Balance as of September 30, 2019 $ ( 42,750 ) $ ( 48,215 ) $ ( 1,196 ) $ ( 92,161 ) (1) Net of taxes of $ 2,154 and $ 2,368 as of September 30, 2020 and December 31, 2019, respectively. Net of taxes of $ 9,851 and $ 9,984 as of September 30, 2019 and December 31, 2018, respectively. (2) Net of taxes of $ 0 and $ 282 as of September 30, 2020 and December 31, 2019, respectively. Net of taxes of $ 329 and $( 106 ) as of September 30, 2019 and December 31, 2018, respectively. Note 5 – Inventories Inventories, which are valued at the lower of cost or net realizable value, consisted of the following: (Dollars in thousands) September 30, 2020 December 31, 2019 Raw materials $ 52,105 $ 61,338 Work-in-process 26,452 30,043 Finished goods 31,176 41,478 Total inventories $ 109,733 $ 132,859 11 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 thousands) Advanced Connectivity Solutions Elastomeric Material Solutions Power Electronics Solutions Other Total December 31, 2019 $ 51,694 $ 142,030 $ 66,982 $ 2,224 $ 262,930 Foreign currency translation adjustment — ( 176 ) 3,027 — $ 2,851 September 30, 2020 $ 51,694 $ 141,854 $ 70,009 $ 2,224 $ 265,781 Other Intangible Assets The gross and net carrying amounts, as well as the accumulated amortization of other intangible assets were as follows: September 30, 2020 December 31, 2019 (Dollars in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 149,891 $ 58,935 $ 90,956 $ 149,317 $ 39,018 $ 110,299 Technology 82,102 50,776 31,326 80,938 45,190 35,748 Trademarks and trade names 11,986 6,676 5,310 11,994 4,361 7,633 Covenants not to compete 1,340 746 594 1,340 505 835 Total definite-lived other intangible assets 245,319 117,133 128,186 243,589 89,074 154,515 Indefinite-lived other intangible asset 4,632 — 4,632 4,432 — 4,432 Total other intangible assets $ 249,951 $ 117,133 $ 132,818 $ 248,021 $ 89,074 $ 158,947 In the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations. Amortization expense was $ 15.4 million and $ 4.4 million for the three months ended September 30, 2020 and 2019, respectively, and was $ 26.7 million and $ 13.3 million for the nine months ended September 30, 2020 and 2019, respectively. The estimated future amortization expense is $ 15.4 million for the remainder of 2020 and $ 12.3 million, $ 11.8 million, $ 11.3 million and $ 9.9 million for 2021, 2022, 2023 and 2024, respectively. The increase in amortization expense for the three and nine months ended September 30, 2020, and decrease in forecasted amortization expense in future years, were due to the acceleration of amortization expense related to our Diversified Silicone Products, Inc. (DSP) customer relationships and trademarks and trade names definite-lived other intangible assets, which were both accelerated to be fully amortized by December 31, 2020. As part of our ongoing assessment of the useful lives of our definite-lived other intangible assets, we reviewed the deterioration of our DSP business and identified significant customer attrition, a sustained substantial decrease in net sales, as well as the planned phase-out of the DSP trademark and trade name by December 2020. Based on these events and circumstances, we concluded an adjustment to the remaining useful lives of our DSP customer relationships and trademarks and trade names definite-lived other intangible assets was warranted. The weighted average amortization period as of September 30, 2020, by definite-lived other intangible asset class, was as follows: Definite-Lived Other Intangible Asset Class Weighted Average Remaining Amortization Period Customer relationships 5.5 years Technology 4.0 years Trademarks and trade names 3.8 years Covenants not to compete 1.3 years Total definite-lived other intangible assets 5.0 years 12 Note 7 – Earnings Per Share Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings 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 per share: (Dollars and shares in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Numerator: Net income $ 7,006 $ 23,387 $ 34,785 $ 76,079 Denominator: Weighted-average shares outstanding - basic 18,688 18,581 18,678 18,569 Effect of dilutive shares 25 143 17 146 Weighted-average shares outstanding - diluted 18,713 18,724 18,695 18,715 Basic earnings per share $ 0.37 $ 1.26 $ 1.86 $ 4.10 Diluted earnings per share $ 0.37 $ 1.25 $ 1.86 $ 4.07 Dilutive shares are calculated using the treasury stock method and primarily include unvested restricted stock units. Anti-dilutive shares are excluded from the calculation of diluted shares and diluted earnings per share. For the three months ended September 30, 2020 and 2019, 32,501 shares and 3,173 shares were excluded, respectively. Note 8 – Capital Stock and Equity Compensation Equity Compensation Performance-Based Restricted Stock Units As of September 30, 2020, we had performance-based restricted stock units from 2020, 2019, and 2018 outstanding. These awards generally cliff vest at the end of a three-year measurement period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the 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 outstanding awards have one measurement criterion: the three-year total shareholder return (TSR) on our capital stock as compared to that of a specified group of peer companies. The TSR measurement criterion of the awards is considered a market condition. As such, 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 2020 and 2019: February 12, 2020 June 3, 2019 February 7, 2019 Expected volatility 41.0 % 39.7 % 36.7 % Expected term (in years) 2.9 2.6 2.9 Risk-free interest rate 1.41 % 1.78 % 2.43 % Expected volatility – In determining expected volatility, we have considered a number of factors, including historical volatility. Expected term – We use the vesting period of the award to determine the expected term assumption for the Monte Carlo simulation valuation model. Risk-free interest rate – We use an implied “spot rate” yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate. Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of 0 % was used in the Monte Carlo simulation valuation model. 13 A summary of activity of the outstanding performance-based restricted stock units for the nine months ended September 30, 2020 is presented below: Performance-Based Restricted Stock Units Awards outstanding as of December 31, 2019 106,943 Awards granted 87,244 Stock issued ( 75,486 ) Awards forfeited ( 5,866 ) Awards outstanding as of September 30, 2020 112,835 We recognized $ 1.6 million and $ 1.5 million of compensation expense for performance-based restricted stock units for the three months ended September 30, 2020 and 2019, respectively. We recognized $ 4.3 million and $ 3.5 million of compensation expense for performance-based restricted stock units for the nine months ended September 30, 2020 and 2019, respectively. Time-Based Restricted Stock Units As of September 30, 2020, we had time-based restricted stock unit awards from 2020, 2019, 2018 and 2017 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 nine months ended September 30, 2020 is presented below: Time-Based Restricted Stock Units Awards outstanding as of December 31, 2019 101,685 Awards granted 58,288 Stock issued ( 48,901 ) Awards forfeited ( 4,962 ) Awards outstanding as of September 30, 2020 106,110 We recognized $ 1.5 million and $ 1.5 million of compensation expense for time-based restricted stock units for the three months ended September 30, 2020 and 2019, respectively. We recognized $ 4.6 million and $ 4.4 million of compensation expense for time-based restricted stock units for the nine months ended September 30, 2020 and 2019, respectively. Deferred Stock Units We grant deferred stock units to non-management directors. These awards are fully vested on the date of grant and the related shares are generally issued on the 13 -month anniversary of the grant date unless the individual elects to defer the receipt of those shares. Each deferred stock unit results in the issuance of one share of Rogers’ 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. A summary of activity of the outstanding deferred stock units for the nine months ended September 30, 2020 is presented below: Deferred Stock Units Awards outstanding as of December 31, 2019 7,150 Awards granted 9,400 Stock issued ( 5,100 ) Awards outstanding as of September 30, 2020 11,450 We recognized no compensation expense related to deferred stock units for the three months ended September 30, 2020 and 2019, respectively. We recognized $ 1.0 million and $ 1.1 million of compensation expense for the nine months ended September 30, 2020 and 2019, respectively. 14 Note 9 – Debt In February 2017, we entered into a secured five-year credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the Third Amended Credit Agreement), which increased the principal amount of our revolving credit facility to up to $ 450.0 million borrowing capacity, with sublimits for multicurrency borrowings, letters of credit and swing-line notes, and provided an additional $ 175.0 million accordion feature. Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Third Amended Credit Agreement). All obligations under the Third Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Third Amended Credit Agreement (the Guarantors). The obligations are also secured by a Third Amended and Restated Pledge and Security Agreement, dated as of February 17, 2017, entered into by us and the Guarantors which grants to the administrative agent, for the benefit of the lenders, a security interest, subject to certain exceptions, in substantially all of the non-real estate assets of the Guarantors. These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries. All revolving loans are due on the maturity date, February 17, 2022. Borrowings under the Third Amended Credit Agreement can be made as alternate base rate loans or euro-currency loans. Alternate base rate loans bear interest at a base reference rate plus a spread of 37.5 to 75.0 basis points, depending on our leverage ratio. The base reference rate is the greatest of (a) the prime rate in effect on such day, (b) the Federal Reserve Bank of New York (NYFRB) rate in effect on such day plus ½ of 1% and (c) the adjusted LIBOR for a one month interest period in dollars on such day (or if such day is not a business day, the immediately preceding business day) plus 1 %. Euro-currency loans bear interest based on adjusted LIBOR plus a spread of 137.5 to 175.0 basis points, depending on our leverage ratio. Based on our leverage ratio as of September 30, 2020, the spread was 137.5 basis points. In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Third Amended Credit Agreement, we are required to pay a quarterly fee of 20 to 30 basis points (based upon our leverage ratio) of the unused amount of the lenders’ commitments under the Third Amended Credit Agreement. The Third Amended Credit Agreement contains customary representations, warranties, covenants, mandatory prepayments and events of default under which our payment obligations may be accelerated. If an event of default occurs, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. The financial covenants include requirements to maintain (1) a leverage ratio of no more than 3.25 to 1.00, subject to an election to increase the maximum leverage ratio to 3.50 to 1.00 for three fiscal quarters in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than 3.00 to 1.00. The Third Amended Credit Agreement generally permits us to pay cash dividends to our shareholders, provided that (i) no default or event of default has occurred and is continuing or would result from the dividend payment and (ii) our leverage ratio does not exceed 2.75 to 1.00. If our leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $ 20.0 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 leverage ratio did not exceed 2.75 to 1.00 as of September 30, 2020. In March 2017, we entered into an interest rate swap to hedge the variable interest rate on $ 75.0 million of our $ 450.0 million revolving credit facility. This transaction was designated as a cash flow hedge and qualified for hedge accounting treatment. We terminated the interest rate swap on September 30, 2020. As a result, we settled the interest rate swap for $ 2.4 million on October 2, 2020, representing the fair value of the interest rate swap on the date of termination. Both Rogers and the counterparties released each other from all obligation under the interest rate swap agreement, including the obligation to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to the agreed upon notional principal amount of $ 75.0 million. We borrowed $ 150.0 million under our revolving credit facility as a precautionary measure in order to increase our cash position and preserve financial flexibility given current uncertainty in the global markets resulting from the COVID-19 pandemic, during the three months ended March 31, 2020. We did no t borrow anything further under our revolving credit facility for the three and nine months ended September 30, 2020. We are not required to make any quarterly principal payments under the Third Amended Credit Agreement. However, for the three and nine months ended September 30, 2020, we made $ 163.0 million and $ 213.0 million of discretionary principal payments on our revolving credit facility, respectively. We had $ 60.0 million in outstanding borrowings under our revolving credit facility as of September 30, 2020. We incurred interest expense on our outstanding debt, net of the impacts of our interest rate swap, of $ 3.4 million and $ 1.8 million for the three months ended September 30, 2020 and 2019, respectively, and $ 6.3 million and $ 6.1 million for the nine months ended September 30, 2020, and 2019, respectively. We incurred immaterial unused commitment fees for each of the three- and nine-month periods ended September 30, 2020 and 2019. 15 We had $ 0.7 million and $ 1.2 million of outstanding line of credit issuance costs as of September 30, 2020 and December 31, 2019, respectively, which will be amortized over the life of the Third Amended Credit Agreement. We recognized an immaterial amount of amortization expense for each of the three- and nine-month periods ended September 30, 2020 and 2019, related to these deferred costs. On October 16, 2020, we entered into the Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A, as administrative agent, and the lenders party thereto (the Fourth Amended Credit Agreement). The Fourth Amended Credit Agreement amends and restates the Third Amended Credit Agreement, and provides for a revolving credit facility with up to a $ 450.0 million borrowing capacity, with sublimits for multicurrency borrowings, letters of credit and swing-line notes, in addition to a $ 175.0 million accordion feature. Borrowings may be used to finance working capital needs, for letters of credit and for general corporate purposes in the ordinary course of business, including the financing of permitted acquisitions (as defined in the Fourth Amended Credit Agreement). The Fourth Amended Credit Agreement extends the maturity, the date on which all amounts borrowed or outstanding under the Fourth Amended Credit Agreement are due, from February 17, 2022 to March 31, 2024. All obligations under the Fourth Amended Credit Agreement are guaranteed by each of our existing and future material domestic subsidiaries, as defined in the Fourth Amended Credit Agreement (the Guarantors). The obligations are also secured by a Fourth Amended and Restated Pledge and Security Agreement, dated as of October 16, 2020, 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 our and the Guarantors’ non-real estate assets. These assets include, but are not limited to, receivables, equipment, intellectual property, inventory, and stock in certain subsidiaries. Borrowings under the Fourth Amended Credit Agreement can be made as alternate base rate loans or euro-currency loans. Alternate base rate loans bear interest at a base reference rate plus a spread of 62.5 to 100.0 basis points, depending on our leverage ratio. The base reference rate is the greatest of (a) the prime rate in effect on such day, (b) the NYFRB rate in effect on such day plus ½ of 1%, and (c) the adjusted LIBOR for a one month interest period in dollars on such day (or if such day is not a business day, the immediately preceding business day) plus 1 %. Euro-currency loans bear interest based on adjusted LIBOR plus a spread of 162.5 to 200.0 basis points, depending on our leverage ratio. In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Fourth Amended Credit Agreement, we are required to pay a quarterly fee of 25 to 35 basis points (based upon our leverage ratio) of the unused amount of the lenders’ commitments under the Fourth Amended Credit Agreement. The Fourth Amended Credit Agreement contains customary representations and warranties, covenants, mandatory prepayments and events of default under which our payment obligations may be accelerated. If an event of default occurs, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. The financial covenants include requirements to maintain (1) a 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 3.50 to 1.00 for one fiscal year in connection with a permitted acquisition, and (2) an interest coverage ratio of no less than 3.00 to 1.00. We are permitted to net up to $ 50.0 million of unrestricted domestic cash and cash equivalents against indebtedness in the calculation of the total net leverage ratio. Note 10 - Leases We have a finance lease obligation related to our manufacturing facility in Eschenbach, Germany. Under the terms of the lease agreement, we have an option to purchase the property upon the expiration of the lease in 2021 at a price which is the greater of (i) the then-current market value or (ii) the residual book value of the land including the buildings and installations thereon. Our finance lease obligation related to this facility was $ 4.4 million and $ 4.5 million as of September 30, 2020 and December 31, 2019, respectively. The finance lease right-of-use asset balance for this facility was $ 6.3 million and $ 6.3 million as of September 30, 2020 and December 31, 2019, respectively. Accumulated amortization related to this finance lease right-of-use asset was $ 4.2 million and $ 3.8 million as of September 30, 2020 and December 31, 2019, respectively. The aggregate of all other finance lease obligations, finance lease right-of-use assets and related accumulated amortization, were immaterial as of September 30, 2020 and December 31, 2019. Amortization expense related to our finance lease right-of-use assets, which is primarily included in the “Cost of sales” line item of the condensed consolidated statements of operations, was immaterial for each of the three- and nine-month periods ended September 30, 2020 and 2019. Interest expense related to our finance lease obligations, which is included in the “Interest expense, net” line item of the condensed consolidated statements of operations, was immaterial for each of the three- and nine-month periods ended September 30, 2020 and 2019. Payments made on the principal portion of our finance lease obligations were immaterial for each of the three- and nine-month periods ended September 30, 2020 and 2019. We have operating leases primarily related to building space and vehicles. Renewal options are included in the lease term to the extent we are reasonably certain to exercise the option. The exercise of lease renewal options is at our sole discretion. We 16 account for lease components separately from non-lease components. The incremental borrowing rate represents our ability to borrow on a collateralized basis over a similar lease term. Our expenses and payments for operating leases were as follows: Three Months Ended Nine Months Ended (Dollars in thousands) September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Operating leases expense $ 846 $ 843 $ 2,268 $ 2,336 Short-term leases expense $ 154 $ 68 $ 384 $ 150 Payments on operating lease obligations $ 719 $ 719 $ 2,187 $ 2,243 Our assets and liabilities balances related to finance and operating leases reflected in the condensed consolidated statements of financial position were as follows: (Dollars in thousands) Location in Statements of Financial Position September 30, 2020 December 31, 2019 Finance lease right-of-use assets Property, plant and equipment, net $ 6,307 $ 6,280 Operating lease right-of-use assets Other long-term assets $ 4,039 $ 4,656 Finance lease obligations, current portion Other accrued liabilities $ 4,433 $ 400 Finance lease obligations, non-current portion Other long-term liabilities $ — $ 4,140 Total finance lease obligations $ 4,433 $ 4,540 Operating lease obligations, current portion Other accrued liabilities $ 2,135 $ 2,343 Operating lease obligations, non-current portion Other long-term liabilities $ 2,023 $ 2,334 Total operating lease obligations $ 4,158 $ 4,677 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 September 30, 2020: Finance Operating (Dollars in thousands) Leases Signed Less: Leases Not Yet Commenced Total Leases Leases Signed Less: Leases Not Yet Commenced Total Leases 2020 $ 139 $ — $ 139 $ 674 $ ( 2 ) $ 672 2021 4,584 ( 193 ) 4,391 2,002 ( 12 ) 1,990 2022 193 ( 193 ) — 1,096 ( 17 ) 1,079 2023 186 ( 186 ) — 454 ( 15 ) 439 2024 — — — 211 ( 5 ) 206 Thereafter — — — 5 — 5 Total lease payments 5,102 ( 572 ) 4,530 4,442 ( 51 ) 4,391 Less: Interest ( 124 ) 27 ( 97 ) ( 236 ) 3 ( 233 ) Present Value of Net Future Minimum Lease Payments $ 4,978 $ ( 545 ) $ 4,433 $ 4,206 $ ( 48 ) $ 4,158 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: Finance Leases Operating Leases Weighted Average Remaining Lease Term 0.8 years 2.3 years Weighted Average Discount Rate 3.00 % 4.84 % Note 11 – Pension Benefits and Other Postretirement Benefits Pension and Other Postretirement Benefit Plans As of December 31, 2019, we had two qualified noncontributory defined benefit pension plans. In June 2020, we completed the remaining settlement efforts for the Rogers Corporation Defined Benefit Pension Plan (following its merger with the Hourly 17 Employees Pension Plan of Arlon LLC, Microwave Material and Silicone Technologies Divisions, Bear, Delaware (collectively, the Merged Plan)), which had been terminated and substantially settled in late 2019. As of September 30, 2020, only the Rogers Corporation Employees’ Pension Plan (the Union Plan), which was frozen and ceased accruing benefits, remained. There are no plans to terminate the Union Plan. Additionally, we sponsor other postretirement benefit plans, including multiple fully insured or self-funded medical plans and life insurance plans for certain retirees. The measurement date for all plans is December 31 st for each respective plan year. Pension Plan Termination & Settlement During the second quarter of 2019, following receipt of a determination letter from the Internal Revenue Service (IRS), we amended the Merged Plan to (a) terminate the Merged Plan (subject to discretionary approval by our Chief Executive Officer) and (b) add a lump sum distribution option in connection with the termination of the Merged Plan, if approved. We subsequently provided participants of the Merged Plan an option to elect either a lump sum distribution or an annuity. On October 17, 2019, our Chief Executive Officer approved the termination of the Merged Plan. A group annuity contract was purchased with an insurance company for all participants who did not elect a lump sum distribution, for $ 123.3 million, with an initial cash settlement date of October 24, 2019, and a true-up cash settlement date of June 1, 2020. The insurance company became responsible for administering and paying pension benefit payments effective January 1, 2020. Lump sum distributions of $ 38.9 million were paid out prior to December 31, 2019. The Merged Plan paid an additional $ 1.3 million of monthly pension benefit payments subsequent to the annuity purchase date during the transition period ending December 31, 2019. In addition, we recorded a total non-cash pre-tax settlement charge in connection with the termination of the Merged Plan of $ 53.2 million during the fourth quarter of 2019, as well as an immaterial non-cash pre-tax settlement benefit during the second quarter of 2020. This net settlement amount recognized included the immediate recognition into expense of the related unrecognized losses within “Accumulated other comprehensive loss” on the consolidated statements of financial position as of the plan termination date. The pension settlement charge during the fourth quarter of 2019 was recognized in the “Pension settlement charges” line item in the consolidated statements of operations, and the pension settlement benefit during the second quarter of 2020 was recognized in the “Pension settlement charges” line item in the condensed consolidated statements of operations. As of September 30, 2020, the remaining pension surplus investment balance was approximately $ 9.3 million. We plan on using a portion of the funds to pay plan expenses, and moving the remainder funds from the pension trust to a defined contribution plan trust, where they will be used to fund certain employer contributions and pay plan expenses. On July 27, 2020, we transferred $ 7.4 million of the pension surplus investment balance to a suspense account held within a trust for the Rogers Employee Savings and Investment Plan, a 401(k) plan for domestic employees. Components of Net Periodic Benefit (Credit) Cost The components of net periodic benefit (credit) cost were as follows: Pension Benefits Other Postretirement Benefits Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (Dollars in thousands) 2020 2019 2020 2019 2020 2019 2020 2019 Service cost $ — $ — $ — $ — $ 17 $ 12 $ 51 $ 48 Interest cost 223 1,790 685 5,359 10 14 30 44 Expected return of plan assets ( 394 ) ( 2,187 ) ( 1,180 ) ( 6,571 ) — — — — Amortization of prior service credit — — — — ( 28 ) ( 252 ) ( 84 ) ( 758 ) Amortization of net loss 99 476 327 1,386 — — — — Settlement benefit — — ( 63 ) — — — — — Net periodic benefit (credit) cost $ ( 72 ) $ 79 $ ( 231 ) $ 174 $ ( 1 ) $ ( 226 ) $ ( 3 ) $ ( 666 ) 18 Employer Contributions There were no required or voluntary contributions made to our Merged Plan for the three and nine-month periods ended September 30, 2020 and 2019. Additionally, there were no required or voluntary contributions made to our Union Plan for the three and nine-month periods ended September 30, 2020 and 2019, and we are no t required to make additional contributions to this plan for the remainder of 2020. As there is no funding requirement for the other postretirement benefit plans, we funded these benefit payments as incurred, which were immaterial for each of the three and nine-month periods ended September 30, 2020 and 2019, using cash from operations. Note 12 – Commitments and Contingencies We are currently engaged in the following material environmental and legal proceedings: Voluntary Corrective Action Program Our location in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action Program (VCAP). As part of this program, we partnered with the Connecticut Department of Energy and Environmental Protection (CT DEEP) to determine the corrective actions to be taken at the site related to contamination issues. We evaluated this matter and completed internal due diligence work related to the site in the fourth quarter of 2015. Remediation activities on the site are ongoing and are recorded as reductions to the accrual as they are incurred. We incurred $ 1.7 million of aggregate remediation costs through September 30, 2020, and the accrual for future remediation efforts is $ 1.0 million. 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. The following table summarizes the change in number of asbestos claims outstanding for the nine months ended September 30, 2020: Asbestos Claims Claims outstanding as of January 1, 2020 592 New claims filed 88 Pending claims concluded (1) ( 122 ) Claims outstanding as of September 30, 2020 558 (1) For the nine months ended September 30, 2020, 103 claims were dismissed and 19 claims were settled. Settlements totaled approximately $ 5.4 million for the nine months ended September 30, 2020. 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 receivables 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 it intended to terminate the agreement. We expect to continue to exhaust individual primary, excess and umbrella coverages over time, and there is no 19 assurance that such exhaustion will not accelerate due to additional claims, damages and settlements or that coverage will be available as expected. We are responsible for uninsured indemnity and defense costs, and we incurred an immaterial amount of expenses for each of the three- and nine-month periods ended September 30, 2020 and 2019, respectively, related to such costs. The amounts recorded for the asbestos-related liability and the related insurance receivables 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 United States, could cause the actual liability and insurance recoveries for us to be higher or lower than those projected or recorded. 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 receivables were as follows: (Dollars in thousands) September 30, 2020 December 31, 2019 Asbestos-related liabilities $ 85,547 $ 85,880 Asbestos-related insurance receivables $ 78,316 $ 78,316 General 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 13 – Income Taxes Our effective income tax rate was 8.1 % and 18.6 % for the three months ended September 30, 2020 and 2019, respectively. The decrease from the third quarter of 2019 was primarily due to the beneficial impact of changes in valuation allowance related to research and development (R&D) credits, partially offset by the increase in current quarter accruals of reserves for uncertain tax positions, higher tax impact on unremitted foreign earnings and profits, and changes in pretax mix across jurisdictions with disparate tax rates. Our effective income tax rate was 23.1 % and 18.5 % for the nine months ended September 30, 2020 and 2019, respectively. The increase from the first nine months of 2019 was primarily due to the increase in current quarter accruals of reserves for uncertain tax positions, the decrease in excess tax deductions on stock-based compensation and higher tax impact on unremitted foreign earnings and profits, partially offset by the beneficial impact of changes in valuation allowance related to R&D credits and pretax mix across jurisdictions with disparate tax rates. The total amount of unrecognized tax benefits as of September 30, 2020 was $ 14.9 million, of which $ 14.5 million would affect our effective tax rate if recognized. We recognize interest and penalties related to unrecognized tax benefits through income tax expense. As of September 30, 2020, we had $ 1.1 million accrued for the payment of interest. We are subject to taxation in the U.S. and various state and foreign jurisdictions. With few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2015. Note 14 – Operating Segment Information Our reporting structure is comprised of the following strategic operating segments: ACS, Elastomeric Material Solutions (EMS) and PES. 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 ACS operating segment designs, develops, manufactures and sells circuit materials and solutions enabling high-performance and high-reliability connectivity for applications in wireless infrastructure (e.g., power amplifiers, antennas and small cells), automotive (e.g., ADAS, telematics and thermal solutions), aerospace and defense (e.g. antenna systems, communication systems and phased array radar systems), connected devices (e.g., mobile internet devices and thermal solutions) and wired infrastructure (e.g., computing and IP 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 general industrial, portable electronics, automotive, electric and hybrid electric vehicles (EV/HEV), mass transit, aerospace and defense, footwear and impact mitigation and printing markets; customized silicones used in flex heater and semiconductor thermal applications for general industrial, portable electronics, automotive, EV/HEV, 20 mass transit, aerospace and defense and medical markets; 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 general industrial, automotive, EV/HEV and aerospace and defense markets. Our PES operating segment designs, develops, manufactures and sells ceramic substrate materials, busbars and cooling solutions for a variety of applications in EV/HEV, mass transit, clean energy (i.e. variable frequency drives, renewable energy), general industrial, aerospace and defense and wired infrastructure markets. We sell our ceramic substrate materials and cooling solutions under the curamik ® trade name and our busbars under the ROLINX ® trade name. Our Other operating segment consists of elastomer components for applications in 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. We sell our elastomer components under our ENDUR ® trade name and our floats under our NITROPHYL ® trade name. 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 thousands) Advanced Connectivity Solutions Elastomeric Material Solutions Power Electronics Solutions Other Total Three Months Ended September 30, 2020 Net sales - recognized over time $ 219 $ 2,612 $ 47,827 $ 3,568 $ 54,226 Net sales - recognized at a point in time 63,495 83,832 100 291 147,718 Total net sales $ 63,714 $ 86,444 $ 47,927 $ 3,859 $ 201,944 Operating income (loss) $ 4,981 $ 7,372 $ ( 4,691 ) $ 1,132 $ 8,794 Three Months Ended September 30, 2019 Net sales - recognized over time $ — $ 3,429 $ 42,906 $ 4,504 $ 50,839 Net sales - recognized at a point in time 78,983 91,511 225 284 171,003 Total net sales $ 78,983 $ 94,940 $ 43,131 $ 4,788 $ 221,842 Operating income (loss) $ 13,778 $ 17,995 $ ( 3,358 ) $ 1,470 $ 29,885 Nine Months Ended September 30, 2020 Net sales - recognized over time $ 219 $ 8,106 $ 139,288 $ 10,295 $ 157,908 Net sales - recognized at a point in time 198,988 233,490 580 945 434,003 Total net sales $ 199,207 $ 241,596 $ 139,868 $ 11,240 $ 591,911 Operating income (loss) $ 26,067 $ 21,884 $ ( 3,929 ) $ 3,339 $ 47,361 Nine Months Ended September 30, 2019 Net sales - recognized over time $ — $ 9,400 $ 153,827 $ 13,421 $ 176,648 Net sales - recognized at a point in time 251,982 272,196 780 2,886 527,844 Total net sales $ 251,982 $ 281,596 $ 154,607 $ 16,307 $ 704,492 Operating income (loss) $ 45,301 $ 46,752 $ ( 976 ) $ 4,821 $ 95,898 21 Net sales by operating segment and by geographic area were as follows: (Dollars in thousands) Net Sales (1) Region/Country Advanced Connectivity Solutions Elastomeric Material Solutions Power Electronics Solutions Other Total Three Months Ended September 30, 2020 United States $ 18,058 $ 29,733 $ 5,901 $ 980 $ 54,672 Other Americas 497 2,517 36 144 3,194 Total Americas 18,555 32,250 5,937 1,124 57,866 China 26,641 34,016 11,229 754 72,640 Other APAC 11,588 11,150 4,633 530 27,901 Total APAC 38,229 45,166 15,862 1,284 100,541 Germany 1,973 5,450 12,074 99 19,596 Other EMEA 4,957 3,578 14,054 1,352 23,941 Total EMEA 6,930 9,028 26,128 1,451 43,537 Total net sales $ 63,714 $ 86,444 $ 47,927 $ 3,859 $ 201,944 Three Months Ended September 30, 2019 United States $ 17,671 $ 41,232 $ 8,115 $ 1,237 $ 68,255 Other Americas 807 2,452 11 271 3,541 Total Americas 18,478 43,684 8,126 1,508 71,796 China 37,398 26,461 7,642 908 72,409 Other APAC 13,813 14,385 6,269 675 35,142 Total APAC 51,211 40,846 13,911 1,583 107,551 Germany 4,251 3,868 10,528 171 18,818 Other EMEA 5,043 6,542 10,566 1,526 23,677 Total EMEA 9,294 10,410 21,094 1,697 42,495 Total net sales $ 78,983 $ 94,940 $ 43,131 $ 4,788 $ 221,842 (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. 22 (Dollars in thousands) Net Sales (1) Region/Country Advanced Connectivity Solutions Elastomeric Material Solutions Power Electronics Solutions Other Total Nine Months Ended September 30, 2020 United States $ 49,907 $ 98,373 $ 19,562 $ 2,666 $ 170,508 Other Americas 2,122 6,634 222 503 9,481 Total Americas 52,029 105,007 19,784 3,169 179,989 China 86,846 72,550 28,657 2,003 190,056 Other APAC 35,482 33,938 13,857 1,531 84,808 Total APAC 122,328 106,488 42,514 3,534 274,864 Germany 8,354 13,883 40,829 292 63,358 Other EMEA 16,496 16,218 36,741 4,245 73,700 Total EMEA 24,850 30,101 77,570 4,537 137,058 Total net sales $ 199,207 $ 241,596 $ 139,868 $ 11,240 $ 591,911 Nine Months Ended September 30, 2019 United States $ 47,014 $ 126,067 $ 23,800 $ 3,606 $ 200,487 Other Americas 2,598 6,725 260 668 10,251 Total Americas 49,612 132,792 24,060 4,274 210,738 China 129,220 72,726 29,989 4,374 236,309 Other APAC 44,980 44,407 18,232 2,244 109,863 Total APAC 174,200 117,133 48,221 6,618 346,172 Germany 12,674 10,775 46,780 447 70,676 Other EMEA 15,496 20,896 35,546 4,968 76,906 Total EMEA 28,170 31,671 82,326 5,415 147,582 Total net sales $ 251,982 $ 281,596 $ 154,607 $ 16,307 $ 704,492 (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. Revenue from Contracts with Customers We have contract assets primarily related to unbilled revenue for revenue recognized related to 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 contract assets on the condensed consolidated statements of financial position. Contract assets by operating segment were as follows: (Dollars in thousands) September 30, 2020 December 31, 2019 Advanced Connectivity Solutions $ 186 $ — Elastomeric Material Solutions 1,090 1,077 Power Electronics Solutions 19,132 19,471 Other 1,653 1,907 Total contract assets $ 22,061 $ 22,455 We did not have any contract liabilities as of September 30, 2020 or December 31, 2019. No impairment losses were recognized for either of the three or nine-month periods ended September 30, 2020 and 2019, respectively, on any receivables or contract assets arising from our contracts with customers. 23 Note 15 – Supplemental Financial Information Restructuring and Impairment Charges The components of “Restructuring and impairment charges” line item in the condensed consolidated statements of operations, were as follows: Three Months Ended Nine Months Ended (Dollars in thousands) September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Restructuring charges $ 9,027 $ ( 1 ) $ 9,027 $ 948 Impairment charges 386 581 386 1,537 Total restructuring and impairment charges $ 9,413 $ 580 $ 9,413 $ 2,485 Our PES, ACS and EMS operating segments incurred $ 6.3 million, $ 2.9 million and $ 0.2 million of restructuring and impairment charges, respectively, for the three and nine months ended September 30, 2020. Restructuring Charges During the third quarter of 2020, we commenced manufacturing footprint optimization plans involving certain Europe and Asia manufacturing locations, primarily impacting our PES and ACS operating segments, in order to achieve greater cost competitiveness as well as align capacity with end market demand. We expect the majority of the restructuring activities to be completed by the end of the first half of 2021. Severance activity related to the manufacturing footprint optimization plan is presented in the table below for the nine months ended September 30, 2020: (Dollars in thousands) Manufacturing Footprint Optimization Restructuring Severance Balance as of December 31, 2019 $ — Provisions 8,754 Payments ( 5 ) Foreign currency translation adjustment ( 78 ) Balance as of September 30, 2020 $ 8,671 In 2018, we made the decision to consolidate our Santa Fe Springs, California operations into our facilities in Carol Stream, Illinois and Bear, Delaware, which was completed as of December 31, 2019. We recorded immaterial expense and $ 0.9 million of expense for the three and nine months ended September 30, 2019, respectively, related to this facility consolidation. Impairment Charges We recognized $ 0.4 million of impairment charges, primarily related to fixed assets in Belgium, for the three and nine months ended September 30, 2020. We recognized $ 0.6 million and $ 1.5 million in impairment charges on certain assets in connection with the Isola USA Corp. (Isola) asset acquisition for the three and nine months ended September 30, 2019, respectively. Other Operating (Income) Expense, Net The components of “Other operating (income) expense, net” line item in the condensed consolidated statements of operations, were as follows: Three Months Ended Nine Months Ended (Dollars in thousands) September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Lease income $ — $ ( 57 ) $ — $ ( 932 ) Depreciation on leased assets — 179 — 1,729 Loss on sale or disposal of property, plant and equipment ( 4 ) 2 49 278 Economic incentive grants — — ( 145 ) — Total other operating (income) expense, net $ ( 4 ) $ 124 $ ( 96 ) $ 1,075 In connection with the transitional leaseback of a portion of the facility and certain machinery and equipment acquired from Isola in August 2018, we recognized lease income of $ 0.1 million and $ 0.9 million for the three and nine months ended September 30, 2019, respectively, and related depreciation on leased assets of $ 0.2 million and $ 1.7 million, respectively, for the three and nine months ended September 30, 2019. 24 Interest Expense, Net The components of “Interest expense, net” line item in the condensed consolidated statements of operations, were as follows: Three Months Ended Nine Months Ended (Dollars in thousands) September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Interest on revolving credit facility $ 612 $ 1,873 $ 3,079 $ 6,303 Interest rate swap settlements 2,769 ( 40 ) 3,191 ( 241 ) Line of credit fees 112 125 430 378 Debt issuance amortization costs 138 138 414 414 Interest on finance leases 35 29 100 92 Interest income ( 135 ) ( 398 ) ( 724 ) ( 1,262 ) Other 22 20 49 39 Total interest expense, net $ 3,553 $ 1,747 $ 6,539 $ 5,723 Note 16 – Recent Accounting Standards Recently Issued Standards In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate that is expected to be discontinued after reference rate reform. This ASU provides optional expedients and exceptions to accounting under GAAP for contract modifications that replace a reference rate affected by reference rate reform. The amendments in this update were effective as of March 12, 2020 and we may elect to apply the amendments to contract modifications or hedging relationships entered into through December 31, 2022. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. Recently Adopted Standards Reflected in Our 2020 Financial Statements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU replaces the incurred loss model with a new expected loss impairment model that applies to certain financial assets measured at amortized cost, including trade and other receivables and contract assets. We adopted this update in January 2020 using the modified-retrospective approach, and it did not have a material impact on our condensed consolidated financial statements. 25