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 Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Net sales $ 234,906 $ 191,157 $ 464,171 $ 389,967 Cost of sales 145,073 121,188 284,839 254,368 Gross margin 89,833 69,969 179,332 135,599 Selling, general and administrative expenses 44,959 41,694 87,372 82,024 Research and development expenses 7,492 7,295 14,664 15,100 Restructuring and impairment charges 747 — 2,253 — Other operating (income) expense, net 890 ( 112 ) 2,105 ( 92 ) Operating income 35,745 21,092 72,938 38,567 Equity income in unconsolidated joint ventures 1,930 1,022 4,111 2,240 Pension settlement charges — ( 55 ) — ( 55 ) Other income (expense), net 1,239 634 4,207 ( 152 ) Interest expense, net ( 404 ) ( 1,779 ) ( 1,011 ) ( 2,986 ) Income before income tax expense 38,510 20,914 80,245 37,614 Income tax expense 9,855 6,394 20,372 9,835 Net income $ 28,655 $ 14,520 $ 59,873 $ 27,779 Basic earnings per share $ 1.53 $ 0.78 $ 3.20 $ 1.49 Diluted earnings per share $ 1.52 $ 0.78 $ 3.18 $ 1.49 Shares used in computing: Basic earnings per share 18,729 18,676 18,721 18,673 Diluted earnings per share 18,846 18,681 18,810 18,686 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 Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Net income $ 28,655 $ 14,520 $ 59,873 $ 27,779 Foreign currency translation adjustment 2,758 5,629 ( 10,501 ) ( 1,265 ) Pension and other postretirement benefits: Pension settlement benefits, net of tax (Note 4) — ( 48 ) — ( 48 ) Actuarial net gain incurred, net of tax (Note 4) — 626 — 626 Amortization of loss, net of tax (Note 4) 58 67 121 133 Derivative instrument designated as cash flow hedge: Change in unrealized gain (loss) before reclassifications, net of tax (Note 4) — 383 — ( 866 ) Unrealized gain reclassified into earnings, net of tax (Note 4) — ( 267 ) — ( 334 ) Other comprehensive income (loss) 2,816 6,390 ( 10,380 ) ( 1,754 ) Comprehensive income $ 31,471 $ 20,910 $ 49,493 $ 26,025 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 ) June 30, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 203,945 $ 191,785 Accounts receivable, less allowance for credit losses of $ 1,319 and $ 1,682 157,471 134,421 Contract assets 30,285 26,575 Inventories 110,761 102,360 Prepaid income taxes 2,904 2,960 Asbestos-related insurance receivables, current portion 2,986 2,986 Other current assets 16,773 13,088 Total current assets 525,125 474,175 Property, plant and equipment, net of accumulated depreciation of $ 363,927 and $ 365,844 282,543 272,378 Investments in unconsolidated joint ventures 16,904 15,248 Deferred income taxes 25,986 28,667 Goodwill 267,192 270,172 Other intangible assets, net of amortization 111,404 118,026 Pension assets 5,694 5,278 Asbestos-related insurance receivables, non-current portion 63,807 63,807 Other long-term assets 14,821 16,254 Total assets $ 1,313,476 $ 1,264,005 Liabilities and Shareholders’ Equity Current liabilities Accounts payable $ 53,471 $ 35,987 Accrued employee benefits and compensation 43,915 41,708 Accrued income taxes payable 5,177 8,558 Asbestos-related liabilities, current portion 3,615 3,615 Other accrued liabilities 20,844 21,641 Total current liabilities 127,022 111,509 Borrowings under revolving credit facility — 25,000 Pension and other postretirement benefits liabilities 1,658 1,612 Asbestos-related liabilities, non-current portion 69,469 69,620 Non-current income tax 16,930 16,346 Deferred income taxes 9,537 8,375 Other long-term liabilities 12,198 10,788 Commitments and contingencies (Note 10 and Note 12) Shareholders’ equity Capital stock - $ 1 par value; 50,000 authorized shares; 18,722 and 18,677 shares issued and outstanding 18,722 18,677 Additional paid-in capital 154,330 147,961 Retained earnings 933,565 873,692 Accumulated other comprehensive loss ( 29,955 ) ( 19,575 ) Total shareholders' equity 1,076,662 1,020,755 Total liabilities and shareholders' equity $ 1,313,476 $ 1,264,005 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) Six Months Ended June 30, 2021 June 30, 2020 Operating Activities: Net income $ 59,873 $ 27,779 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 20,997 25,858 Equity compensation expense 8,394 7,022 Deferred income taxes 3,881 ( 8,976 ) Equity in undistributed income of unconsolidated joint ventures ( 4,111 ) ( 2,240 ) Dividends received from unconsolidated joint ventures 1,754 1,785 Pension settlement benefits — ( 63 ) Pension and other postretirement benefits ( 190 ) ( 100 ) (Gain) loss on sale or disposal of property, plant and equipment ( 682 ) 53 UTIS fire fixed asset and inventory write-offs 1,211 — Provision (benefit) for credit losses ( 342 ) 54 Changes in assets and liabilities: Accounts receivable ( 24,609 ) ( 6,623 ) Proceeds from insurance/government subsidies related to operations 148 — Contract assets ( 3,710 ) 3,174 Inventories ( 10,527 ) 7,910 Pension and postretirement benefit contributions ( 151 ) ( 244 ) Other current assets ( 3,767 ) 414 Accounts payable and other accrued expenses 14,547 ( 6,129 ) Other, net 3,490 5,285 Net cash provided by operating activities 66,206 54,959 Investing Activities: Capital expenditures ( 21,415 ) ( 18,150 ) Proceeds from the sale of property, plant and equipment, net 714 — Net cash used in investing activities ( 20,701 ) ( 18,150 ) Financing Activities: Proceeds from borrowings under revolving credit facility — 150,000 Repayment of debt principal and finance lease obligations ( 29,652 ) ( 50,193 ) Payments of taxes related to net share settlement of equity awards ( 2,684 ) ( 5,029 ) Proceeds from issuance of shares to employee stock purchase plan 704 664 Net cash (used in) provided by financing activities ( 31,632 ) 95,442 Effect of exchange rate fluctuations on cash ( 1,713 ) ( 358 ) Net increase in cash and cash equivalents 12,160 131,893 Cash and cash equivalents at beginning of period 191,785 166,849 Cash and cash equivalents at end of period $ 203,945 $ 298,742 Supplemental Disclosures: Accrued capital additions $ 7,403 $ 4,144 Cash paid during the year for: Interest, net of amounts capitalized $ 964 $ 3,311 Income taxes $ 18,036 $ 15,644 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 Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Capital Stock Balance, beginning of period $ 18,712 $ 18,662 $ 18,677 $ 18,577 Shares issued for vested restricted stock units, net of shares withheld for taxes — 6 28 85 Shares issued for employee stock purchase plan — — 7 6 Shares issued to directors 10 — 10 — Balance, end of period 18,722 18,668 18,722 18,668 Additional Paid-In Capital Balance, beginning of period 150,004 137,235 147,961 138,526 Shares issued for vested restricted stock units, net of shares withheld for taxes ( 52 ) ( 38 ) ( 2,712 ) ( 5,114 ) Shares issued for employee stock purchase plan — — 697 658 Shares issued to directors ( 10 ) — ( 10 ) — Equity compensation expense 4,388 3,895 8,394 7,022 Balance, end of period 154,330 141,092 154,330 141,092 Retained Earnings Balance, beginning of period 904,910 836,961 873,692 823,702 Net income 28,655 14,520 59,873 27,779 Balance, end of period 933,565 851,481 933,565 851,481 Accumulated Other Comprehensive Loss Balance, beginning of period ( 32,771 ) ( 55,049 ) ( 19,575 ) ( 46,905 ) Other comprehensive income (loss) 2,816 6,390 ( 10,380 ) ( 1,754 ) Balance, end of period ( 29,955 ) ( 48,659 ) ( 29,955 ) ( 48,659 ) Total Shareholders’ Equity $ 1,076,662 $ 962,582 $ 1,076,662 $ 962,582 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, 2020. Refer to the discussion below for our restructuring activities significant accounting policy. Through the fourth quarter of 2020, we operated three strategic operating segments: Advanced Connectivity Solutions (ACS), Elastomeric Material Solutions (EMS) and Power Electronics Solutions (PES), with the remaining operations, which represented our non-core businesses, being reported in a fourth operating segment, the Other operating segment. In the first quarter of 2021, we completed the realignment of our strategic business segments to reflect the combination of our ACS and PES businesses resulting in a new strategic business segment, Advanced Electronics Solutions (AES). The combination of these two complementary businesses with capabilities in both high power and high frequency applications is expected to enhance our overall value proposition to customers in multiple high-growth markets. As a result of our organizational and reporting structure changes, we re-evaluated the chief operating decision maker’s review and assessment of the Company’s operating performance for purposes of performance monitoring and resource allocation. We determined, based on the financial data utilized by the chief operating decision maker to assess segment performance and allocate resources among the Company’s strategic business segments, that we now have three operating segments under this new organizational and reporting structure: AES, EMS and Other. Reported results for the AES operating segment prior to 2021 represent the aggregation of the results for our former ACS and PES operating segments. 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 June 30, 2021 (Dollars in thousands) Level 1 Level 2 Level 3 Total Pension surplus investment (1) $ 5,334 $ 2,391 $ — $ 7,725 Available-for-Sale Investment at Fair Value as of December 31, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total Pension surplus investment (1) $ 6,706 $ 2,400 $ — $ 9,106 (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 June 30, 2021, the fair value of these investments approximated its carrying value. 8 From time to time we enter into various instruments that require fair value measurement, including foreign currency contracts and copper derivative contracts. 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 June 30, 2021 (Dollars in thousands) Level 1 Level 2 Level 3 Total (1) Foreign currency contracts $ — $ ( 72 ) $ — $ ( 72 ) Copper derivative contracts $ — $ 4,840 $ — $ 4,840 Derivative Instruments at Fair Value as of December 31, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total (1) Foreign currency contracts $ — $ ( 130 ) $ — $ ( 130 ) Copper derivative contracts $ — $ 4,785 $ — $ 4,785 (1) All balances were recorded in the “Other current assets” or “Other accrued liabilities” line items in the condensed consolidated statements of financial position. 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 and commodity pricing risk (primarily related to copper). 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. 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 periods during which the hedged transaction affects earnings. Foreign Currency During the three months ended June 30, 2021, 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 income (expense), net” in our condensed consolidated statements of operations in the period in which the adjustment occurred. 9 As of June 30, 2021, the notional values of the remaining foreign currency forward contracts were as follows: Notional Values of Foreign Currency Derivatives USD/CNH $ 19,919,008 KRW/USD ₩ 10,170,000,000 EUR/USD € 10,049,732 Commodity As of June 30, 2021, we had 10 outstanding contracts to hedge exposure related to the purchase 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” in our condensed consolidated statements of operations in the period in which the adjustment occurred. As of June 30, 2021, the volume of our copper contracts outstanding was as follows: Volume of Copper Derivatives July 2021 - September 2021 222 metric tons per month October 2021 - December 2021 222 metric tons per month January 2022 - March 2022 213 metric tons per month April 2022 - June 2022 168 metric tons per month 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 Six Months Ended (Dollars in thousands) Financial Statement Line Item June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Foreign Currency Contracts Contracts not designated as hedging instruments Other income (expense), net $ ( 400 ) $ ( 27 ) $ ( 1,222 ) $ ( 555 ) Copper Derivative Contracts Contracts not designated as hedging instruments Other income (expense), net $ 1,313 $ 964 $ 3,860 $ ( 171 ) Interest Rate Swap Contract designated as hedging instrument Other comprehensive income (loss) $ — $ 173 $ — $ ( 1,517 ) 10 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, 2020 $ ( 10,571 ) $ ( 9,004 ) $ — $ ( 19,575 ) Other comprehensive income (loss) before reclassifications ( 10,501 ) — — ( 10,501 ) Amounts reclassified from accumulated other comprehensive loss — 121 — 121 Net current-period other comprehensive income (loss) ( 10,501 ) 121 — ( 10,380 ) Balance as of June 30, 2021 $ ( 21,072 ) $ ( 8,883 ) $ — $ ( 29,955 ) Balance as of December 31, 2019 $ ( 35,478 ) $ ( 10,455 ) $ ( 972 ) $ ( 46,905 ) Other comprehensive income (loss) before reclassifications ( 1,265 ) 626 ( 866 ) ( 1,505 ) Amounts reclassified from accumulated other comprehensive loss — 85 ( 334 ) ( 249 ) Net current-period other comprehensive income (loss) ( 1,265 ) 711 ( 1,200 ) ( 1,754 ) Balance as of June 30, 2020 $ ( 36,743 ) $ ( 9,744 ) $ ( 2,172 ) $ ( 48,659 ) (1) Net of taxes of $ 1,923 and $ 1,951 as of June 30, 2021 and December 31, 2020, respectively. Net of taxes of $ 2,172 and $ 2,368 as of June 30, 2020 and December 31, 2019, respectively. (2) Net of taxes of $ 0 as of both June 30, 2021 and December 31, 2020. Net of taxes of $ 598 and $ 282 as of June 30, 2020 and December 31, 2019, respectively. Note 5 – Inventories Inventories, which are valued at the lower of cost or net realizable value, consisted of the following: (Dollars in thousands) June 30, 2021 December 31, 2020 Raw materials $ 53,904 $ 44,976 Work-in-process 27,950 25,291 Finished goods 28,907 32,093 Total inventories $ 110,761 $ 102,360 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 Electronics Solutions Elastomeric Material Solutions Other Total December 31, 2020 $ 124,927 $ 143,021 $ 2,224 $ 270,172 Foreign currency translation adjustment ( 2,400 ) ( 580 ) — $ ( 2,980 ) June 30, 2021 $ 122,527 $ 142,441 $ 2,224 $ 267,192 11 Other Intangible Assets The gross and net carrying amounts, as well as the accumulated amortization of other intangible assets were as follows: June 30, 2021 December 31, 2020 (Dollars in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 150,219 $ 74,661 $ 75,558 $ 150,863 $ 72,014 $ 78,849 Technology 80,478 53,235 27,243 83,469 53,540 29,929 Trademarks and trade names 12,013 8,509 3,504 12,039 8,149 3,890 Covenants not to compete 1,340 928 412 1,340 827 513 Total definite-lived other intangible assets 244,050 137,333 106,717 247,711 134,530 113,181 Indefinite-lived other intangible asset 4,687 — 4,687 4,845 — 4,845 Total other intangible assets $ 248,737 $ 137,333 $ 111,404 $ 252,556 $ 134,530 $ 118,026 In the table above, gross carrying amounts and accumulated amortization may differ from prior periods due to foreign exchange rate fluctuations. Amortization expense was $ 3.1 million and $ 7.6 million for the three months ended June 30, 2021 and 2020, respectively, and $ 6.3 million and $ 11.2 million for the six months ended June 30, 2021 and 2020, respectively. The estimated future amortization expense is $ 6.2 million for the remainder of 2021 and $ 11.9 million, $ 11.3 million, $ 10.0 million and $ 8.5 million for 2022, 2023, 2024 and 2025, respectively. The weighted average amortization period as of June 30, 2021, by definite-lived other intangible asset class, was as follows: Definite-Lived Other Intangible Asset Class Weighted Average Remaining Amortization Period Customer relationships 7.5 years Technology 3.8 years Trademarks and trade names 4.9 years Covenants not to compete 1.0 years Total definite-lived other intangible assets 6.4 years 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 Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Numerator: Net income $ 28,655 $ 14,520 $ 59,873 $ 27,779 Denominator: Weighted-average shares outstanding - basic 18,729 18,676 18,721 18,673 Effect of dilutive shares 117 5 89 13 Weighted-average shares outstanding - diluted 18,846 18,681 18,810 18,686 Basic earnings per share $ 1.53 $ 0.78 $ 3.20 $ 1.49 Diluted earnings per share $ 1.52 $ 0.78 $ 3.18 $ 1.49 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 June 30, 2021 and 2020, 1,769 shares and 55,961 shares were excluded, respectively. 12 Note 8 – Capital Stock and Equity Compensation Equity Compensation Performance-Based Restricted Stock Units As of June 30, 2021, we had performance-based restricted stock units from 2021, 2020 and 2019 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, except as noted below in Chief Executive Officer’s 2021 Equity Award Grants . 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 2021 and 2020: February 10, 2021 February 12, 2020 Expected volatility 51.0 % 41.0 % Expected term (in years) 2.9 2.9 Risk-free interest rate 0.18 % 1.41 % 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. A summary of activity of the outstanding performance-based restricted stock units for the six months ended June 30, 2021 is presented below: Performance-Based Restricted Stock Units Awards outstanding as of December 31, 2020 111,059 Awards granted 39,955 Stock issued — Awards cancelled ( 34,020 ) Awards outstanding as of June 30, 2021 116,994 We recognized $ 1.1 million and $ 1.3 million of compensation expense for performance-based restricted stock units for the three months ended June 30, 2021 and 2020, respectively. We recognized $ 3.2 million and $ 2.7 million of compensation expense for performance-based restricted stock units for the six months ended June 30, 2021 and 2020, respectively. Time-Based Restricted Stock Units As of June 30, 2021, we had time-based restricted stock unit awards from 2021, 2020, 2019 and 2018 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, except as noted below in Chief Executive Officer’s 2021 Equity Award Grants . 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. 13 A summary of activity of the outstanding time-based restricted stock units for the six months ended June 30, 2021 is presented below: Time-Based Restricted Stock Units Awards outstanding as of December 31, 2020 102,142 Awards granted 46,998 Stock issued ( 44,037 ) Awards cancelled ( 5,450 ) Awards outstanding as of June 30, 2021 99,653 We recognized $ 1.9 million and $ 1.5 million of compensation expense for time-based restricted stock units for the three months ended June 30, 2021 and 2020, respectively. We recognized $ 3.7 million and $ 3.1 million of compensation expense for performance-based restricted stock units for the six months ended June 30, 2021 and 2020, respectively. Chief Executive Officer’s 2021 Equity Award Grants The terms of the performance-based and time-based restricted stock unit awards granted to our Chief Executive Officer (CEO), Bruce Hoechner, in February 2021 were modified from the standard language provisions from prior year awards to allow for accelerated vesting of the full awards provided certain criteria are met. Accounting Standards Codification (ASC) Topic 718: Compensation—Stock Compensation requires companies that allow for accelerated vesting of employees’ unvested equity upon retirement to recognize the expense from the date of grant to the date the employee becomes eligible to retire – regardless of whether or not the employee actually retires when he or she is eligible to retire. As a result, the $ 4.0 million of expense related to the awards granted on February 10, 2021 to our CEO, which provide for immediate vesting upon retirement, will be expensed from the date of the grant, February 10, 2021, through his retirement eligibility date, November 9, 2021. 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 six months ended June 30, 2021 is presented below: Deferred Stock Units Awards outstanding as of December 31, 2020 12,450 Awards granted 6,450 Stock issued ( 9,400 ) Awards outstanding as of June 30, 2021 9,500 We recognized $ 1.2 million of compensation expense related to deferred stock units for the three and six months ended June 30, 2021, and $ 1.0 million of compensation expense for the three and six months ended June 30, 2020. Note 9 – Debt 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 14 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 Federal Reserve Bank of New York 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. Based on our leverage ratio on June 30, 2021, the spread was 162.5 basis points. 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. The Fourth 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, 2021. We did no t borrow anything under the Fourth Amended Credit Agreement for the three and six months ended June 30, 2021. During the three months ended March 31, 2020, we borrowed $ 150.0 million under the Third Amended Credit Agreement (prior to its restatement) 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. We did not borrow anything further for the three months ended June 30, 2020. We are not required to make any quarterly principal payments under the Fourth Amended Credit Agreement. However, we made $ 4.0 million and $ 25.0 million of discretionary principal payments on our revolving credit facility for the three and six months ended June 30, 2021, respectively, and we made $ 50.0 million of discretionary principal payments for both of the three and six month periods ended June 30, 2020. We had no outstanding borrowings under our revolving credit facility as of June 30, 2021, and $ 25.0 million as of December 31, 2020. We had $ 2.0 million and $ 2.3 million of outstanding line of credit issuance costs as of June 30, 2021 and December 31, 2020, respectively, which will be amortized over the life of the Fourth Amended Credit Agreement. Note 10 - Leases We had a finance lease obligation related to our manufacturing facility in Eschenbach, Germany. Under the terms of the lease agreement, we had an option to purchase the property upon the expiration of the lease on June 30, 2021 at a price which was the greater of (i) the then-current market value or (ii) the residual book value of the land including the buildings and installations thereon. We exercised this purchase option with a net cash payment of $ 5.0 million on June 30, 2021, extinguishing the remaining finance lease obligation and finance lease right-of-use asset related to this facility. Our finance lease obligation related to this facility was $ 4.2 million just prior to the exercise of the purchase option and $ 4.5 million as of December 31, 2020. The finance lease right-of-use asset balance for this facility was $ 6.1 million just prior to the exercise of the purchase option and $ 6.5 million as of December 31, 2020, respectively. Accumulated amortization related to this finance lease right-of-use asset was $ 4.5 million just prior to the exercise of the purchase option and as of June 30, 2021. The aggregate of all other finance lease obligations, finance lease right-of-use assets and related accumulated amortization, were immaterial as of June 30, 2021 and December 31, 2020. 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 six-month periods ended June 30, 2021 and 2020. 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 six-month periods ended June 30, 2021 and 2020. Payments made on the principal portion of our finance lease obligations were 15 immaterial for each of the three- and six-month periods ended June 30, 2021 and 2020, excluding the $ 5.0 million net cash payment to exercise the Eschenbach, Germany manufacturing facility purchase option. 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 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 Six Months Ended (Dollars in thousands) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Operating leases expense $ 779 $ 694 $ 1,460 $ 1,422 Short-term leases expense $ 56 $ 107 $ 130 $ 230 Payments on operating lease obligations $ 665 $ 722 $ 1,335 $ 1,468 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 June 30, 2021 December 31, 2020 Finance lease right-of-use assets Property, plant and equipment, net $ 418 $ 7,017 Operating lease right-of-use assets Other long-term assets $ 4,565 $ 4,216 Finance lease obligations, current portion Other accrued liabilities $ 219 $ 4,755 Finance lease obligations, non-current portion Other long-term liabilities $ 161 $ 322 Total finance lease obligations $ 380 $ 5,077 Operating lease obligations, current portion Other accrued liabilities $ 2,164 $ 2,275 Operating lease obligations, non-current portion Other long-term liabilities $ 2,431 $ 2,219 Total operating lease obligations $ 4,595 $ 4,494 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, 2021: Finance Operating (Dollars in thousands) Leases Signed Less: Leases Not Yet Commenced Leases in Effect Leases Signed Less: Leases Not Yet Commenced Leases in Effect 2021 15 — 15 1,232 ( 10 ) 1,222 2022 412 ( 218 ) 194 2,057 ( 33 ) 2,024 2023 478 ( 291 ) 187 1,238 ( 33 ) 1,205 2024 291 ( 291 ) — 323 ( 24 ) 299 2025 291 ( 291 ) — 43 ( 5 ) 38 Thereafter 362 ( 362 ) — 7 ( 4 ) 3 Total lease payments 1,849 ( 1,453 ) 396 4,900 ( 109 ) 4,791 Less: Interest ( 75 ) 59 ( 16 ) ( 199 ) 3 ( 196 ) Present Value of Net Future Minimum Lease Payments 1,774 ( 1,394 ) 380 4,701 ( 106 ) 4,595 16 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 2.3 years 2.4 years Weighted Average Discount Rate 3.70 % 3.58 % Note 11 – Pension Benefits and Other Postretirement Benefits Pension and Other Postretirement Benefit Plans As of June 30, 2021, we had one qualified noncontributory defined benefit pension plan, the Rogers Corporation Employees’ Pension Plan (the Union Plan), which was frozen and ceased accruing benefits in 2013. 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 Termination Surplus Funds On October 17, 2019, our Chief Executive Officer approved the termination of the Rogers Corporation Defined Benefit Pension Plan (following its merger with the Hourly Employees Pension Plan of Arlon LLC, Microwave Material and Silicone Technologies Divisions, Bear, Delaware (collectively, the Merged Plan)). We provided participants of the Merged Plan an option to elect either a lump sum distribution or an annuity. A group annuity contract was purchased with an insurance company for all participants who did not elect a lump sum distribution. The insurance company became responsible for administering and paying pension benefit payments effective January 1, 2020. Upon completion of the pension termination and settlement processes for the Merged Plan, we had a $ 9.7 million remaining pension surplus investment balance. In July 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 (RESIP), a 401(k) plan for domestic employees. The investment balance not transferred to the trust suspense account will be used to pay any final plan expenses, after which the remainder of these funds will be moved to the RESIP trust suspense account. The funds in the RESIP trust suspense account have been, and will continue to be, used to fund certain employer contributions. As of June 30, 2021, the combined remaining pension surplus investment balance was approximately $ 7.7 million. 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 Six Months Ended Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, (Dollars in thousands) 2021 2020 2021 2020 2021 2020 2021 2020 Service cost $ — $ — $ — $ — $ 15 $ 17 $ 30 $ 34 Interest cost 184 231 368 462 6 10 12 20 Expected return of plan assets ( 390 ) ( 393 ) ( 780 ) ( 786 ) — — — — Amortization of prior service credit — — — — ( 24 ) ( 28 ) ( 48 ) ( 56 ) Amortization of net loss 98 114 196 228 — — — — Settlement benefit — ( 63 ) — ( 63 ) — — — — Net periodic benefit (credit) cost $ ( 108 ) $ ( 111 ) $ ( 216 ) $ ( 159 ) $ ( 3 ) $ ( 1 ) $ ( 6 ) $ ( 2 ) Employer Contributions There were no required or voluntary contributions made to the Union Plan or the Merged Plan for each of the three and six-month periods ended June 30, 2021 and 2020. Additionally, we are no t required to make additional contributions to the Union Plan for the remainder of 2021. 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 six-month periods ended June 30, 2021 and 2020, using cash from operations. 17 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 $ 1.8 million of aggregate remediation costs through June 30, 2021, and the accrual for future remediation efforts is $ 0.9 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 six months ended June 30, 2021: Asbestos Claims Claims outstanding as of January 1, 2021 561 New claims filed 64 Pending claims concluded (1) ( 77 ) Claims outstanding as of June 30, 2021 548 (1) For the six months ended June 30, 2021, 71 claims were dismissed and 6 claims were settled. Settlements totaled approximately $ 0.5 million for the six months ended June 30, 2021. 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 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 six-month periods ended June 30, 2021 and 2020, 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. 18 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) June 30, 2021 December 31, 2020 Asbestos-related liabilities $ 73,084 $ 73,235 Asbestos-related insurance receivables $ 66,793 $ 66,793 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 25.6 % and 30.6 % for the three months ended June 30, 2021 and 2020, respectively. The decrease from the second quarter of 2020 was primarily due to the decrease in the current quarter accruals for reserves of unrecognized tax benefits and the pretax mix across jurisdictions with disparate tax rates, partially offset by the second quarter of 2020 beneficial impact of changes in valuation allowance related to research and development (R&D) credits. Our effective income tax rate was 25.4 % and 26.1 % for the six months ended June 30, 2021 and 2020, respectively. The decrease from the first half of 2020 was primarily due to the decrease in the current quarter accruals of reserves of unrecognized tax benefits and the pretax mix across jurisdictions with disparate tax rates, partially offset by the first half of 2020 beneficial impact of changes in valuation allowance related to R&D credits. The total amount of unrecognized tax benefits as of June 30, 2021 was $ 15.5 million, of which $ 14.9 million would affect our effective tax rate if recognized. Additionally, the balance of unrecognized tax benefits as of June 30, 2021 also included $ 0.6 million of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes. We recognize interest and penalties related to unrecognized tax benefits through income tax expense. As of June 30, 2021, we had $ 1.5 million accrued for the payment of interest. We are subject to taxation in the U.S. and various state and foreign jurisdictions. Our tax years from 2016 through 2020 are subject to examination by the tax authorities. With few exceptions, we are no longer subject to U.S. federal, state, local and foreign examinations by tax authorities for the years before 2016. Note 14 – 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. Our AES operating segment designs, develops, manufactures and sells circuit materials, ceramic substrate materials, busbars and cooling solutions for applications in electric and hybrid electric vehicles (EV/HEV), wireless infrastructure (i.e., power amplifiers, antennas and small cells), automotive (i.e., advanced driver assistance systems (ADAS), telematics and thermal solutions), aerospace and defense (i.e., antenna systems, communication systems and phased array radar systems), mass transit, clean energy (i.e., variable frequency drives, renewable energy), connected devices (i.e., mobile internet devices and thermal solutions) and wired infrastructure (i.e., 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, 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, 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 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. 19 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 Electronics Solutions Elastomeric Material Solutions Other Total Three Months Ended June 30, 2021 Net sales - recognized over time $ 57,248 $ 3,758 $ 4,761 $ 65,767 Net sales - recognized at a point in time 83,178 85,573 388 169,139 Total net sales $ 140,426 $ 89,331 $ 5,149 $ 234,906 Operating income $ 18,288 $ 15,637 $ 1,820 $ 35,745 Three Months Ended June 30, 2020 Net sales - recognized over time $ 45,060 $ 2,667 $ 3,077 $ 50,804 Net sales - recognized at a point in time 71,100 68,959 294 140,353 Total net sales $ 116,160 $ 71,626 $ 3,371 $ 191,157 Operating income $ 17,070 $ 2,995 $ 1,027 $ 21,092 Six Months Ended June 30, 2021 Net sales - recognized over time $ 112,062 $ 6,445 $ 9,973 $ 128,480 Net sales - recognized at a point in time 160,256 174,735 700 335,691 Total net sales $ 272,318 $ 181,180 $ 10,673 $ 464,171 Operating income $ 33,137 $ 35,714 $ 4,087 $ 72,938 Six Months Ended June 30, 2020 Net sales - recognized over time $ 91,461 $ 5,494 $ 6,727 $ 103,682 Net sales - recognized at a point in time 135,973 149,658 654 286,285 Total net sales $ 227,434 $ 155,152 $ 7,381 $ 389,967 Operating income $ 21,848 $ 14,512 $ 2,207 $ 38,567 20 Net sales by operating segment and by geographic area were as follows: (Dollars in thousands) Net Sales (1) Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total Three Months Ended June 30, 2021 United States $ 21,824 $ 40,666 $ 1,353 $ 63,843 Other Americas 790 2,815 171 3,776 Total Americas 22,614 43,481 1,524 67,619 China 49,841 27,427 1,026 78,294 Other APAC 25,432 5,410 648 31,490 Total APAC 75,273 32,837 1,674 109,784 Germany 21,651 5,889 217 27,757 Other EMEA 20,888 7,124 1,734 29,746 Total EMEA 42,539 13,013 1,951 57,503 Total net sales $ 140,426 $ 89,331 $ 5,149 $ 234,906 Three Months Ended June 30, 2020 United States $ 22,885 $ 30,073 $ 707 $ 53,665 Other Americas 758 1,668 48 2,474 Total Americas 23,643 31,741 755 56,139 China 44,700 20,159 1,024 65,883 Other APAC 13,439 9,835 453 23,727 Total APAC 58,139 29,994 1,477 89,610 Germany 18,407 4,799 44 23,250 Other EMEA 15,971 5,092 1,095 22,158 Total EMEA 34,378 9,891 1,139 45,408 Total net sales $ 116,160 $ 71,626 $ 3,371 $ 191,157 (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. 21 (Dollars in thousands) Net Sales (1) Region/Country Advanced Electronics Solutions Elastomeric Material Solutions Other Total Six Months Ended June 30, 2021 United States $ 45,621 $ 78,398 $ 2,025 $ 126,044 Other Americas 1,384 5,309 387 7,080 Total Americas 47,005 83,707 2,412 133,124 China 108,264 55,258 2,419 165,941 Other APAC 48,804 14,698 1,368 64,870 Total APAC 157,068 69,956 3,787 230,811 Germany 26,814 16,165 351 43,330 Other EMEA 41,431 11,352 4,123 56,906 Total EMEA 68,245 27,517 4,474 100,236 Total net sales $ 272,318 $ 181,180 $ 10,673 $ 464,171 Six Months Ended June 30, 2020 United States $ 45,510 $ 68,640 $ 1,686 $ 115,836 Other Americas 1,811 4,117 359 6,287 Total Americas 47,321 72,757 2,045 122,123 China 77,633 38,534 1,249 117,416 Other APAC 33,118 22,788 1,001 56,907 Total APAC 110,751 61,322 2,250 174,323 Germany 35,136 8,433 193 43,762 Other EMEA 34,226 12,640 2,893 49,759 Total EMEA 69,362 21,073 3,086 93,521 Total net sales $ 227,434 $ 155,152 $ 7,381 $ 389,967 (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) June 30, 2021 December 31, 2020 Advanced Electronics Solutions $ 25,947 $ 24,199 Elastomeric Material Solutions 1,828 887 Other 2,510 1,489 Total contract assets $ 30,285 $ 26,575 We did not have any contract liabilities as of June 30, 2021 or December 31, 2020. No impairment losses were recognized for the three or six-month periods ended June 30, 2021 and 2020, respectively, on any receivables or contract assets arising from our contracts with customers. 22 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, which contains restructuring charges and related expenses, as well as impairment charges, were as follows: Three Months Ended Six Months Ended (Dollars in thousands) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Restructuring charges Manufacturing footprint optimization 747 — 2,253 — Total restructuring charges 747 — 2,253 — Total restructuring and impairment charges $ 747 $ — $ 2,253 $ — Our AES operating segment incurred $ 0.7 million and $ 2.3 million of restructuring and impairment charges for the three and six months ended June 30, 2021, respectively, and our EMS operating segment incurred an immaterial amount of restructuring and impairment charges for the three and six months ended June 30, 2021. Restructuring Charges & Related Expenses - Manufacturing Footprint Optimization During the third quarter of 2020, we commenced manufacturing footprint optimization plans involving certain Europe and Asia manufacturing locations, primarily impacting our AES operating segment, in order to achieve greater cost competitiveness as well as align capacity with end market demand. The majority of the restructuring activities have been completed as of the end of the first half of 2021. We incurred restructuring charges and related expenses of $ 0.7 million and $ 2.3 million for the three and six months ended June 30, 2021, respectively, of which $ 0.4 million of contra-expense and $ 0.1 million of expense is related to severance and related benefits for the three and six months ended June 30, 2021, respectively. Severance and related benefits activity related to the manufacturing footprint optimization plan is presented in the table below for the six months ended June 30, 2021: (Dollars in thousands) Manufacturing Footprint Optimization Restructuring Severance Balance as of December 31, 2020 $ 11,003 Provisions 113 Payments ( 6,902 ) Foreign currency translation adjustment ( 312 ) Balance as of June 30, 2021 $ 3,902 23 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 Six Months Ended (Dollars in thousands) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 UTIS fire Fixed assets write-offs — — 891 — Inventory charges 40 — 320 — Professional services 1,072 — 1,594 — Lease obligations 54 — 540 — Compensation & benefits 600 — 844 — Other 76 — 76 — Insurance recoveries ( 359 ) — ( 1,478 ) — Total UTIS fire 1,483 — 2,787 — (Gain) loss on sale or disposal of property, plant and equipment ( 593 ) 33 ( 682 ) 53 Economic incentive grants — ( 145 ) — ( 145 ) Total other operating (income) expense, net $ 890 $ ( 112 ) $ 2,105 $ ( 92 ) In early February 2021, there was a fire at our UTIS manufacturing facility in Ansan, South Korea, which manufactures eSorba® polyurethane foams used in portable electronics and display applications. The site was safely evacuated and there were no reported injuries; however, there was extensive damage to the manufacturing site and some damage to nearby property. The cause of the fire is still under investigation. Operations at this facility will be disrupted into at least the first quarter of 2022. We are currently evaluating alternative facility options. We recognized fixed asset write-offs and inventory charges of $ 0.9 million and $ 0.3 million, respectively, related to property destroyed in the fire for the six months ended June 30, 2021. Additionally, we recognized a $ 0.5 million contingent liability pertaining to our obligations for the fire damage to the building in connection with the underlying lease agreement. We have incurred $ 1.1 million and $ 1.6 million of fees for various professional services for the three and six months ended June 30, 2021, respectively, in connection with the assessment of the fire and the efforts to rebuild and resume operations. Further, we incurred $ 0.6 million and $ 0.8 million of compensation and benefits for UTIS manufacturing employees, subsequent to the fire, for the three and six months ended June 30, 2021, respectively. In connection with the UTIS fire, we have recognized anticipated insurance recoveries of $ 0.4 million and $ 1.5 million related to our ongoing insurance claim for property damage and compensation and benefits of hourly employees, less the applicable $ 0.3 million deductible, for the three and six months ended June 30, 2021, respectively. Based on the facts and circumstances known to us as of our filing, while we are aware of other potential liabilities, we are unable presently to estimate the probability or amount of any further contingent liabilities associated with damages to nearby property or other potential costs due to the fire at our UTIS manufacturing facility. As such, no further reserves have been established at this time. We will continue to re-assess as additional information becomes available. Interest Expense, Net The components of “Interest expense, net” line item in the condensed consolidated statements of operations, were as follows: Three Months Ended Six Months Ended (Dollars in thousands) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Interest on revolving credit facility $ 5 $ 1,388 $ 106 $ 2,467 Interest rate swap settlements — 336 — 422 Line of credit fees 291 152 564 318 Debt issuance amortization costs 179 138 358 276 Interest on finance leases 47 32 259 65 Interest income ( 150 ) ( 269 ) ( 345 ) ( 589 ) Other 32 2 69 27 Total interest expense, net $ 404 $ 1,779 $ 1,011 $ 2,986 24 Note 16 – Recent Accounting Standards Recently Adopted Standards Reflected in Our 2021 Financial Statements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either the modified retrospective or the retrospective approach. We adopted this standard in January 2021, and it did not have a material effect on our condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . Under ASU 2019-12, the new guidance removes certain exceptions to the general principles in Topic 740. The new guidance also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for our annual reporting periods beginning after December 15, 2020. The transition method (retrospective, modified retrospective, or prospective approach) related to this standard depends on the applicable guidance, and all amendments for which there is no transition guidance specified, are to be applied on a prospective basis. We adopted this standard in January 2021, and it did not have a material effect on our condensed consolidated financial statements. 25