-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FG6pgXTfIGYhxwikNDo8Xi0BELYPM4VD37ryhz/Huxqv2KP80MLUOJzG4lFlNmC3 L7lUXhI+4Rj1RhG7aAZuFw== 0000895345-04-000045.txt : 20040205 0000895345-04-000045.hdr.sgml : 20040205 20040205162855 ACCESSION NUMBER: 0000895345-04-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040205 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METTLER TOLEDO INTERNATIONAL INC/ CENTRAL INDEX KEY: 0001037646 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 133668641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13595 FILM NUMBER: 04570463 BUSINESS ADDRESS: STREET 1: IM LANGACHER P O BOX MT-100 STREET 2: CH 8606 GREIFENSEE CITY: SWITZERLAND STATE: V8 ZIP: 10022 BUSINESS PHONE: 2126445900 MAIL ADDRESS: STREET 1: IM LANGACHER STREET 2: P O BOX MT 100 CH 8606 GREIFENSEE CITY: SWITZERLAND STATE: V8 ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: METTLER TOLEDO INTERNATIONAL INC DATE OF NAME CHANGE: 19971117 FORMER COMPANY: FORMER CONFORMED NAME: MT INVESTORS INC DATE OF NAME CHANGE: 19970411 8-K 1 pm8k_mettler.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2004 METTLER-TOLEDO INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Delaware File No. 001-13595 13-3668641 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) Im Langacher, P.O. Box MT-100, CH-8606, Greifensee, Switzerland ------------------------------------------ (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: +41-1-944-2211 ITEM 9. REGULATION FD DISCLOSURE The following information is furnished pursuant to Item 9, "Regulation FD Disclosure" and Item 12, "Disclosure of Results of Operations and Financial Condition." The information furnished in this Form 8-K and the Exhibit attached hereto shall not be treated as filed for purposes of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On February 5, 2004, Mettler-Toledo International Inc. ("Mettler-Toledo") issued a press release (the "Release") setting forth its financial results for the year and three months ended December 31, 2003. A copy of the Release is furnished hereto as Exhibit 99.1 to this report. Mettler-Toledo evaluated its operating performance for the year and three months ended December 31, 2003 based on several factors, including (i) net earnings before restructuring charges, (ii) Adjusted Operating Income (both before and including restructuring charges) and (iii) Free Cash Flow. Net earnings before restructuring charges for the year ended December 31, 2003 represents Mettler-Toledo's net earnings before the impact of a restructuring charge, recorded in the three months ended March 31, 2003, related to the final union settlement on a manufacturing facility closure in France. Net earnings before restructuring charges and one-time tax gain in the year ended December 31, 2002 represents Mettler-Toledo's net earnings before the impact of a restructuring charge, recorded in the three months ended June 30, 2002, related to headcount reductions and manufacturing transfers, and a one-time tax gain in respect of a tax restructuring program and related tax audits. Mettler-Toledo provides information on net earnings before restructuring charges and non-recurring items because it believes the information provides important financial information in measuring and comparing its operating performance on an ongoing basis. Mettler-Toledo wanted investors to be aware of the effects of restructuring charges and one-time tax gain on its operating results for the years ended December 31, 2003 and 2002. Net earnings before restructuring charges and one-time tax gain is not intended to represent net earnings under U.S. GAAP and should not be considered as an alternative to net earnings as an indicator of Mettler-Toledo's performance. Mettler-Toledo defines Adjusted Operating Income as operating income (gross profit less research and development, selling, general and administrative expenses and restructuring charges) before amortization, interest expense and non-recurring costs. Mettler-Toledo believes it is important to present Adjusted Operating Income both before and including restructuring charges so that investors are aware of the effects of restructuring charges on its operating results for the years ended December 31, 2003 and 2002. As discussed in Mettler-Toledo's Annual Report on Form 10-K for the year ended December 31, 2002, Mettler-Toledo provides information on Adjusted Operating Income because Mettler-Toledo believes that Adjusted Operating Income provides important financial information in measuring and comparing its operating performance on an ongoing basis, and as such is used as an important performance measurement by management. In Mettler-Toledo's Annual Report on Form 10-K, it measured the operating performance of its segments using Adjusted Operating Income. Adjusted Operating Income is not intended to represent operating income under U.S. GAAP and should not be considered as an alternative to earnings before taxes as an indicator of Mettler-Toledo's performance. Mettler-Toledo defines Free Cash Flow as net cash provided by operating activities less capital expenditures before restructuring and acquisition payments. Mettler-Toledo considers Free Cash Flow an important indicator of the operational strength and performance of its businesses. Free Cash Flow is not intended to represent the various cash flow measures recorded under U.S. GAAP (e.g., net cash provided by operating activities) and should not be considered as an alternative to such measures as an indicator of Mettler-Toledo's performance. Mettler-Toledo believes each of these financial measures provides useful additional information to supplement the information provided under U.S. GAAP. Mettler-Toledo warns investors not to place undue reliance on any of these financial measures, and they should not be considered as a replacement of earnings before taxes, net earnings or net cash provided by operating activities determined under U.S. GAAP as a measure of its operating performance. The Release provides a reconciliation of all of the above financial measures to the most comparable financial measures recorded under U.S. GAAP. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated February 5, 2004, issued by Mettler-Toledo International Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. METTLER-TOLEDO INTERNATIONAL INC. Dated: February 5, 2004 By: /s/ Dennis W. Braun -------------------- Dennis W. Braun Chief Financial Officer EX-99.1 3 ex99_1mettler.txt PRESS RELEASE EXHIBIT 99.1 CONTACTS: Dennis Braun, Chief Financial Officer Phone: ++41 1 944 3345 Fax: ++41 1 944 2470 Mary T. Finnegan, Treasurer / Investor Relations Phone: ++1 614 438 4748 Fax: ++1 614 438 4646 METTLER-TOLEDO INTERNATIONAL INC. REPORTS FOURTH QUARTER 2003 RESULTS - - 2% LOCAL CURRENCY SALES GROWTH (10% TOTAL SALES GROWTH) - - - - ANNOUNCES $100 MILLION SHARE REPURCHASE PROGRAM - - GREIFENSEE, Switzerland and COLUMBUS, Ohio, USA - February 5, 2004 - Mettler-Toledo International Inc. (NYSE: MTD) today announced net earnings of $32.9 million, or $0.72 per share on a diluted basis, for the quarter ended December 31, 2003. This represents a 4% increase over net earnings per share of $0.69 for the fourth quarter of 2002. For the year ended December 31, 2003, net earnings per share were $2.19, compared with $2.15 in 2002. These amounts exclude restructuring charges in both periods and a one-time tax gain in 2002. On a reported basis, net earnings per share were $2.11 in 2003, versus $2.21 in 2002. Sales for the quarter were $370.4 million, compared with $337.3 million in 2002. This represents a 2% increase in local currency sales and an incremental 8% benefit from currency. Adjusted operating income amounted to $54.1 million, a 5% increase over the prior year amount of $51.4 million. For the year ended December 31, 2003, the Company reported sales of $1.304 billion, compared with $1.214 billion for 2002. This represents a 7% increase in reported sales, consisting of a 7% benefit from currency and flat local currency sales. Adjusted operating income in 2003 amounted to $167.4 million, compared with $165.2 million in the same period of 2002. Adjusted operating income after restructuring charges was $161.9 million in 2003 and $136.5 million in 2002. Robert F. Spoerry, Chairman, President and Chief Executive Officer, stated, "We are pleased with our solid financial performance in the quarter. We experienced better-than-expected sales growth in our core laboratory and industrial businesses. Operating profit increased over the prior year, in part due to the benefit of our cost-restructuring initiatives. Our free cash flow for the full year increased 12% to $106 million from $95 million in 2002." Given the Company's strong financial condition and consistently high and growing level of cash flow, the Board of Directors has authorized a share repurchase program, commencing with an initial buyback of up to $100 million over the next two years. Spoerry commented, "This program reflects our confidence in the strength and future growth prospects of our franchise. We believe this program will be accretive to earnings per share, enhance shareholder value, improve the liquidity of our stock and mitigate dilution from employee stock options. With our annual cash flow generation and availability under our new bank facility, we have significant financial resources to pursue our acquisition strategy." The Company added that repurchases will be made through open market transactions, and the timing will depend on the level of acquisition activity, business and market conditions, the stock price, trading restrictions and other factors. Spoerry concluded, "Consistent with our focus on building for the future, in 2003 we began launching exciting new products resulting from our record R&D investment, expanded our Chinese operations, extended our service offering and continued to improve our cost structure. We are cautiously optimistic about 2004 as we anticipate gradual improvements in our customers' spending patterns and expect economic conditions to be strong in Asia, improving in the United States but weak in Europe. Based on this assessment, we currently expect 2004 sales in local currency to increase between 2% and 4% and EPS to grow between 5% and 10%." For the 12 months ended December 31, 2003, the Company reported local currency sales declines of 3% in the Americas and 2% in Europe and sales growth of 17% in Asia and the Rest of World. The Company has reconciled its diluted earnings per share before restructuring charges to its diluted earnings per share to be reported in the Company's Form 10-K for the quarter and year ended December 31, 2003 on the comparative financial information schedules attached to this press release. Additional operational data has also been reconciled to the most comparable U.S. GAAP measure in the attached schedules. The Company will host a conference call to discuss its fourth quarter results today (Thursday, February 5) at 5:00 p.m. Eastern Time. To hear a live webcast or replay of the call, visit the investor relations page on the Company's website at www.mt.com. METTLER TOLEDO is a leading global supplier of precision instruments and services. The Company is the world's largest manufacturer and marketer of weighing instruments for use in laboratory, industrial and food retailing applications. The Company also holds top-three market positions in several related analytical instruments and is a leading provider of automated chemistry systems used in drug and chemical compound discovery and development. In addition, the Company is the world's largest manufacturer and marketer of metal detection and other end-of-line inspection systems used in production and packaging and holds a leading position in certain process analytics applications. Additional information about METTLER TOLEDO can be found on the World Wide Web at "www.mt.com." Statements in this discussion which are not historical facts may be considered "forward-looking statements" that involve risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual events or results to differ from those contained in the forward-looking statements, see Exhibit 99.1 to the Company's Annual Report on Form 10-K for the fiscal year December 31, 2002. METTLER-TOLEDO INTERNATIONAL INC. COMPARATIVE FINANCIAL INFORMATION (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
THREE months ended THREE months ended December 31, 2003 December 31, 2002 (unaudited) % (unaudited) % Net sales $370,446 100.0 (a) $337,306 100.0 Cost of sales 194,203 52.4 178,711 53.0 ---------- ------ ----------- ----- Gross profit 176,243 47.6 158,595 47.0 Research and development 20,918 5.6 18,695 5.5 Selling, general and administrative 101,226 27.4 88,517 26.3 ---------- ------ ----------- ---- Adjusted operating income 54,099 14.6 51,383 15.2 Amortization 3,148 0.9 2,852 0.8 Interest expense 3,475 0.9 4,034 1.2 Other charges (income), net 417 0.1 (206) (0.1) ---------- ------ ----------- ---- Earnings before taxes 47,059 12.7 44,703 13.3 Provision for taxes 14,118 3.8 13,411 4.0 ---------- ------ ----------- ---- Net earnings $ 32,941 8.9 $ 31,292 9.3 ========== ====== =========== ==== Diluted per share amounts: Net earnings $ 0.72 $ 0.69 Weighted average number of common shares 45,711,078 45,317,919 Notes: (a) Local currency sales increased 2% compared to the same period in 2002.
METTLER-TOLEDO INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA) AS REPORTED AS REPORTED ----------- ----------- THREE months ended THREE months ended December 31, 2003 December 31, 2002 (unaudited) (unaudited) Net sales $ 370,446 $ 337,306 Cost of sales 194,203 178,711 ------------ ------------ Gross profit 176,243 158,595 Research and development 20,918 18,695 Selling, general and administrative 101,226 88,517 Amortization 3,148 2,852 Interest expense 3,475 4,034 Other charges (income), net 417 (206) ------------ ------------ Earnings before taxes 47,059 44,703 Provision for taxes 14,118 13,411 ------------ ------------ Net earnings $ 32,941 $ 31,292 ============ ============ Basic earnings per common share: Net earnings $ 0.74 $ 0.71 Weighted average number of common shares 44,582,017 44,384,820 Diluted earnings per common share: Net earnings $ 0.72 $ 0.69 Weighted average number of common shares 45,711,078 45,317,919 METTLER-TOLEDO INTERNATIONAL INC. COMPARATIVE FINANCIAL INFORMATION (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
YEAR ended YEAR ended December 31, 2003 % December 31, 2002 % Net sales $1,304,431 100.0 (a) $1,213,707 100.0 Cost of sales 686,255 52.6 645,970 53.2 ----------- ------ ----------- ------ Gross profit 618,176 47.4 567,737 46.8 Research and development 78,003 6.0 70,625 5.8 Selling, general and administrative 372,822 28.6 331,959 27.4 ----------- ------ ----------- ------ Adjusted operating income 167,351 12.8 165,153 13.6 Restructuring charge 5,444 0.4 (b)(c) 28,661 2.4 (c)(d) ----------- ------ ----------- ------ Adjusted operating income after restructuring charge 161,907 12.4 136,492 11.2 Amortization 11,724 0.9 9,332 0.8 Interest expense 14,153 1.1 17,209 1.4 Other charges (income), net (881) (0.1)(c) (459) (0.1)(c) ----------- ------ ----------- ------ Earnings before taxes 136,911 10.5 110,410 9.1 Provision for taxes 41,073 3.2 9,989 0.8 (e) ----------- ------ ----------- ------ Net earnings $ 95,838 7.3 $ 100,421 8.3 =========== ====== =========== ====== Diluted per share amounts: Net earnings before restructuring charge and one-time tax gain $ 2.19 $ 2.15 Restructuring charge, net of tax benefit (0.08) (0.45) One-time tax gain - 0.51 ----------- ----------- Net earnings $ 2.11 $ 2.21 =========== =========== Weighted average number of common shares 45,508,847 45,370,053 Reconciliation of net earnings: Net earnings before restructuring charge and one-time tax gain $ 99,649 $ 97,349 Restructuring charge, net of tax benefit (3,811) (20,063) One-time tax gain - 23,135 ----------- ----------- Net earnings $ 95,838 $ 100,421 =========== =========== Notes: (a) Local currency sales were flat compared to the same period in 2002. (b) Relates to the final union settlement on the facility closure in France. As described in Note 14 in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, in accordance with U.S. GAAP, the Company accrued the minimum contractual payment required by French law in the restructuring charge taken in the second quarter of 2002. (c) In the Consolidated Statements of Operations, the restructuring charges are included in Other charges (income), net. (d) Comprises severance, asset write-downs and other costs primarily related to headcount reductions and manufacturing transfers. (e) Includes a one-time gain of $23,135 in respect of a tax restructuring program and related tax audits.
METTLER-TOLEDO INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
AS REPORTED AS REPORTED ----------- ----------- YEAR ended YEAR ended December 31, 2003 December 31, 2002 Net sales $ 1,304,431 $ 1,213,707 Cost of sales 686,255 645,970 ------------- ------------- Gross profit 618,176 567,737 Research and development 78,003 70,625 Selling, general and administrative 372,822 331,959 Amortization 11,724 9,332 Interest expense 14,153 17,209 Other charges (income), net 4,563 (a) 28,202 (c) ------------- ------------- Earnings before taxes 136,911 110,410 Provision for taxes 41,073 (b) 9,989 (d) ------------- ------------- Net earnings $ 95,838 $ 100,421 ============= ============= Basic earnings per common share: Net earnings $ 2.15 $ 2.27 Weighted average number of common shares 44,473,913 44,280,605 Diluted earnings per common share: Net earnings $ 2.11 $ 2.21 Weighted average number of common shares 45,508,847 45,370,053 Notes: (a) Includes a restructuring charge of $5,444 ($3,811 after tax) related to the final union settlement on the facility closure in France. As described in Note 14 in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, in accordance with U.S. GAAP, the Company accrued the minimum contractual payment required by French law in the restructuring charge taken in the second quarter of 2002. (b) Includes a tax benefit of $1,633 in respect of (a) above. (c) Includes a restructuring charge of $28,661 ($20,063 after tax) comprising severance, asset write-downs and other costs primarily related to headcount reductions and manufacturing transfers. (d) Includes a tax benefit of $8,598 in respect of (c) above and a one-time gain of $23,135 in respect of a tax restructuring program and related tax audits.
METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS) December 31, December 31, 2003 2002 Cash and cash equivalents $ 45,116 $ 31,427 Accounts receivable, net 249,353 231,673 Inventories, net 151,764 150,441 Other current assets 59,304 62,186 ------------ ------------ Total current assets 505,537 475,727 Property, plant and equipment, net 231,512 217,754 Goodwill and other intangibles 548,814 537,792 Other non-current assets 93,198 72,120 ------------ ------------ Total assets $1,379,061 $1,303,393 ============ ============ Short-term debt $ 18,277 $ 50,578 Accounts payable 68,243 73,072 Accrued and other current liabilities 241,389 244,014 ------------ ------------ Total current liabilities 327,909 367,664 Long-term debt 223,239 262,093 Other non-current liabilities 182,132 171,250 ------------ ------------ Total liabilities 733,280 801,007 Shareholders' equity 645,781 502,386 ------------ ------------ Total liabilities and shareholders' equity $1,379,061 $1,303,393 ============ ============ METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED CASH FLOW STATEMENTS (AMOUNTS IN THOUSANDS)
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS THREE months ended YEAR ended December 31, December 31, 2003 2002 2003 2002 (unaudited) (unaudited) ------------------------------ ------------------------------ Cash flows from operating activities: Net earnings $ 32,941 $ 31,292 $ 95,838 $100,421 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 6,234 6,505 25,086 25,392 Amortization 3,148 2,852 11,724 9,332 Other 2,632 3,063 13 2,950 Voluntary pension contributions (17,111) (19,000) (17,111) (19,000) Increase / (decrease) in cash resulting from changes in operating assets and liabilities 10,933 11,481 1,681 (3,685) --------- --------- --------- --------- Net cash provided by operating activities 38,777 36,193 117,231 115,410 --------- --------- --------- --------- Cash flow from investing activities: Proceeds from sale of property, plant and equipment 238 1,577 2,092 1,995 Purchase of property, plant and equipment (9,510) (7,887) (27,152) (33,157) Acquisitions (964) (331) (4,450) (21,305) --------- --------- --------- --------- Net cash used in investing activities (10,236) (6,641) (29,510) (52,467) --------- --------- --------- --------- Cash flow from financing activities: Proceeds from borrowings 197,122 23,554 248,726 81,425 Repayment of borrowings (215,324) (49,962) (325,946) (142,609) Proceeds from option exercises 1,447 408 3,577 3,532 Refinancing fees (3,077) - (3,077) - --------- --------- --------- --------- Net cash used in financing activities (19,832) (26,000) (76,720) (57,652) --------- --------- --------- --------- Effect of exchange rate changes on cash and cash equivalents 1,012 (407) 2,688 (1,585) --------- --------- --------- --------- Net increase (decrease) in cash and cash equivalents 9,721 3,145 13,689 3,706 --------- --------- --------- --------- Cash and cash equivalents: Beginning of period 35,395 28,282 31,427 27,721 --------- --------- --------- --------- End of period $ 45,116 $ 31,427 $ 45,116 $ 31,427 ========= ========= ========= ========= RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW Net cash provided by operating activities $ 38,777 $ 36,193 $117,231 $115,410 Payments in respect of restructuring activities 3,653 4,141 16,792 11,136 Proceeds from sale of property, plant and equipment 238 1,577 2,092 1,995 Purchase of property, plant and equipment (9,510) (7,887) (27,152) (33,157) Refinancing fees (3,077) - (3,077) - Other 599 (52) 596 (185) --------- --------- --------- --------- Free cash flow $ 30,680 $ 33,972 $106,482 $ 95,199 ========= ========= ========= =========
METTLER-TOLEDO INTERNATIONAL INC. OTHER OPERATING STATISTICS
LOCAL CURRENCY SALES GROWTH BY DESTINATION Year ended December 31, 2003 ------------------------------------------------------------- Europe Americas Asia/RoW Total Local currency sales growth (2)% (3)% 17% 0% 3 months ended December 31, 2003 ------------------------------------------------------------- Europe Americas Asia/RoW Total Local currency sales growth (2)% 0% 24% 2%
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