-----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, Gtf6koL1U19tbqZx2TCX9sutZjHbewsij2iz3e5ZuECL+2jAqJzy5zOWvIwLJGpP 32hZRDGvJ3NT6IzIoJqjFw== 0000895345-04-000287.txt : 20040429 0000895345-04-000287.hdr.sgml : 20040429 20040429161006 ACCESSION NUMBER: 0000895345-04-000287 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040429 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: 04765140 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 tp8k.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): April 29, 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 Operation 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 April 29, 2004, Mettler-Toledo International Inc. ("Mettler-Toledo") issued a press release (the "Release") setting forth its financial results for the three months ended March 31, 2004. A copy of the Release is furnished hereto as Exhibit 99.1 to this report. NON-GAAP FINANCIAL MEASURES Mettler-Toledo supplements its U.S. GAAP results with non-GAAP financial measures. The principal non-GAAP financial measures Mettler-Toledo uses are Adjusted Operating Income and Free Cash Flow. Adjusted Operating Income Mettler-Toledo defines Adjusted Operating Income as gross profit less research and development, selling, general and administrative expenses and restructuring charges, before amortization, interest, other charges and taxes. The most directly comparable U.S. GAAP financial measure is net earnings. Mettler-Toledo believes that Adjusted Operating Income is important supplemental information for investors. Adjusted Operating Income is used internally as the principal profit measurement by its segments in their reporting to management. Mettler-Toledo uses this measure because it excludes amortization, interest, other charges and taxes, which are not allocated to the segments. On a consolidated basis, Mettler-Toledo also believes Adjusted Operating Income is an important supplemental method of measuring profitability. It is used internally by senior management for measuring profitability and setting performance targets for managers, and has historically been used as one of the means of publicly providing guidance on possible future results. Mettler-Toledo also believes that Adjusted Operating Income is an important performance measure because it provides a measure of comparability to other companies with different capital or legal structures, which accordingly may be subject to disparate interest rates and effective tax rates, and to companies which may incur different amortization expenses or impairment charges related to intangible assets. Adjusted Operating Income is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Operating Income is not intended to represent operating income under U.S. GAAP and should not be considered as an alternative to net earnings as an indicator of Mettler-Toledo's performance because of the following limitations. Limitations of Mettler-Toledo's non-GAAP measure, Adjusted Operating Income Mettler-Toledo's non-GAAP measure, Adjusted Operating Income, has certain material limitations as follows: o It does not include interest expense. Because Mettler-Toledo has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and has assisted Mettler-Toledo in generating revenue. Therefore any measure that excludes interest expense has material limitations. o It does not include taxes. Because payment of taxes is a necessary and ongoing part of Mettler-Toledo's operations, any measure that excludes taxes has material limitations. o It excludes amortization expense and other charges. Because these items are recurring, any measure that excludes them has material limitations. Free Cash Flow Mettler-Toledo defines Free Cash Flow as net cash provided by operating activities less capital expenditures and refinancing fees before restructuring payments. The most directly comparable U.S. GAAP financial measure is net cash provided by operating activities. Mettler-Toledo believes Free Cash Flow is important supplemental information for investors. It is used internally by senior management for measuring operating cash flow generation and setting performance targets for managers, and has historically been used as one of the means of providing guidance on possible future cash flows. Free Cash Flow is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Free Cash Flow is not intended to represent net cash provided by operating activities recorded under U.S. GAAP and should not be considered as an alternative to net cash provided by operating activities as an indicator of Mettler-Toledo's performance because of the following limitations. Limitations of Mettler-Toledo's non-GAAP measure, Free Cash Flow Mettler-Toledo's non-GAAP measure, Free Cash Flow, has certain material limitations as follows: o It includes purchases of property, plant and equipment and refinancing fees, which are not considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes purchases of property, plant and equipment and refinancing fees has material limitations. o It excludes restructuring payments, which are considered to be a component of net cash provided by operating activities under U.S. GAAP. Therefore any measure that excludes restructuring payments has material limitations. Adjusted Operating Income and Free Cash Flow should not be relied upon to the exclusion of U.S. GAAP financial measures, but reflect additional measures of comparability and means of viewing aspects of Mettler-Toledo's operations that, when viewed together with its U.S. GAAP results and the accompanying reconciliations to net earnings and net cash provided by operating activities, provide a more complete understanding of factors and trends affecting its business. Because Adjusted Operating Income and Free Cash Flow are not standardized, it may not be possible to compare with other companies' non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure. The Release provides a reconciliation of Adjusted Operating Income and Free Cash Flow to the most comparable financial measures recorded under U.S. GAAP. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated April 29, 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: April 29, 2004 By: /s/ Dennis W. Braun ------------------------------- Dennis W. Braun Chief Financial Officer EX-99.1 2 tppress.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 FIRST QUARTER 2004 RESULTS - - STRONG GROWTH IN EPS - - - - EXCELLENT CASH FLOW GENERATION - - GREIFENSEE, Switzerland and COLUMBUS, Ohio, USA - April 29, 2004 - Mettler-Toledo International Inc. (NYSE: MTD) today announced net earnings of $18.6 million, or $0.41 per share on a diluted basis, for the quarter ended March 31, 2004. Net earnings per share in the first quarter of 2003 were $0.29, which included an $0.08 charge related to the closure of the Company's French manufacturing facility. Sales for the quarter were $318.7 million, compared with $291.8 million in 2003. This represents a 9% increase, which comprises a 2% growth in local currency sales and an incremental 7% benefit from currency. Adjusted operating income amounted to $32.8 million in the quarter. In the prior year, adjusted operating income was $24.9 million, which included a $5.4 million charge related to closing the French manufacturing facility mentioned above. Robert F. Spoerry, Chairman, President and Chief Executive Officer, stated, "Local currency sales continued to demonstrate positive momentum for the second quarter in a row, driven by our laboratory and retail businesses and strong growth in Asia. Our operating profit increased solidly over the prior year, due in part to the cost-restructuring actions of the last two years. In addition, our free cash flow reached $26.0 million. Even after taking into account the timing of certain tax and interest payments, our free cash flow was more than twice the level of the prior year." Spoerry continued, "Our product launches, including our new analytical and precision balances and related instrument-control software, are receiving strong customer acceptance. To continue to capitalize on our growth potential, we have appointed Olivier Filliol as leader of global sales, service and marketing. This change is aimed at further improving our customer orientation by developing and implementing new global marketing strategies." He added that Filliol joined the Company in 1998 and progressed through key assignments across the organization. Among others, he successfully led the Company's new market management initiatives. Spoerry concluded, "Expected improvements in our customers' spending patterns are gradually materializing and we remain cautiously optimistic for the remainder of the year. The European economy seems to have stabilized while Asia continues to be strong and the Americas are improving." For the three months ended March 31, 2004, the Company reported consistent local currency sales in the Americas, sales decline of 2% in Europe and sales growth of 18% in Asia and the Rest of World. The Company has reconciled adjusted operating income and free cash flow to the most comparable U.S. GAAP measures in the attached schedules. The Company will host a conference call to discuss its first quarter results today (Thursday, April 29) 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 ended December 31, 2003. METTLER-TOLEDO INTERNATIONAL INC. COMPARATIVE FINANCIAL INFORMATION (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
THREE months ended THREE months ended March 31, 2004 March 31, 2003 (unaudited) % (unaudited) % Net sales $ 318,709 100.0 (a) $ 291,808 100.0 Cost of sales 168,433 52.8 158,150 54.2 --------- ----- --------- ----- Gross profit 150,276 47.2 133,658 45.8 Research and development 20,655 6.5 18,470 6.3 Selling, general and administrative 96,809 30.4 84,805 29.1 Restructuring charge - - 5,444 1.9 (b)(c) --------- ----- --------- ----- Adjusted operating income 32,812 10.3 24,939 8.5 Amortization 2,808 0.9 2,827 1.0 Interest expense 3,466 1.1 3,905 1.3 Other charges (income), net (64) (0.0) (269) (0.1) --------- ----- --------- ----- Earnings before taxes 26,602 8.3 18,476 6.3 Provision for taxes 7,980 2.5 5,541 1.9 --------- ----- --------- ----- Net earnings $ 18,622 5.8 $ 12,935 4.4 ========= ===== ========= ===== Diluted per share amounts: Net earnings $ 0.41 $ 0.29(d) Weighted average number of common shares 45,836,934 45,288,823 Notes: (a) Local currency sales increased 2% as compared to the same period in 2003. (b) Relates to the final union settlement on the facility closure in France. As described in Note 15 in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, 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 charge is included in Other charges (income), net. (d) Includes the impact of $0.08 from the restructuring charge, net of tax benefit.
METTLER-TOLEDO INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT SHARE DATA)
AS REPORTED AS REPORTED ----------- ----------- THREE months ended THREE months ended March 31, 2004 March 31, 2003 (unaudited) (unaudited) Net sales $ 318,709 $ 291,808 Cost of sales 168,433 158,150 --------- --------- Gross profit 150,276 133,658 Research and development 20,655 18,470 Selling, general and administrative 96,809 84,805 Amortization 2,808 2,827 Interest expense 3,466 3,905 Other charges (income), net (64) 5,175 (a) --------- --------- Earnings before taxes 26,602 18,476 Provision for taxes 7,980 5,541 (b) --------- --------- Net earnings $ 18,622 $ 12,935 ========= ========= Basic earnings per common share: Net earnings $ 0.42 $ 0.29 Weighted average number of common shares 44,557,443 44,393,312 Diluted earnings per common share: Net earnings $ 0.41 $ 0.29 Weighted average number of common shares 45,836,934 45,288,823 (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 15 in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, 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.
METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS)
March 31, December 31, 2004 2003 (unaudited) Cash and cash equivalents $ 44,768 $ 45,116 Accounts receivable, net 239,321 249,353 Inventories, net 153,924 151,764 Other current assets 64,058 59,304 ----------- ----------- Total current assets 502,071 505,537 Property, plant and equipment, net 223,685 231,512 Goodwill and other intangibles 548,657 548,814 Other non-current assets 99,836 101,413 ----------- ----------- Total assets $ 1,374,249 $ 1,387,276 =========== =========== Short-term debt $ 18,873 $ 18,277 Accounts payable 64,472 68,243 Accrued and other current liabilities 247,774 241,389 ----------- ----------- Total current liabilities 331,119 327,909 Long-term debt 211,425 223,239 Other non-current liabilities 179,200 182,132 ----------- ----------- Total liabilities 721,744 733,280 Shareholders' equity 652,505 653,996 ----------- ----------- Total liabilities and shareholders' equity $ 1,374,249 $ 1,387,276 =========== ===========
METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE months ended THREE months ended March 31, 2004 March 31, 2003 (unaudited) (unaudited) Cash flow from operating activities: Net earnings $ 18,622 $ 12,935 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 6,473 6,302 Amortization 2,808 2,827 Other 333 196 Increase (decrease) in cash resulting from changes in operating assets and liabilities 1,187 (13,589) --------- --------- Net cash provided by operating activities 29,423 8,671 --------- --------- Cash flows from investing activities: Proceeds from sale of property, plant and equipment 363 95 Purchase of property, plant and equipment (5,869) (4,737) Acquisitions - (197) --------- --------- Net cash used in investing activities (5,506) (4,839) --------- --------- Cash flows from financing activities: Proceeds from borrowings 31,980 21,024 Repayments of borrowings (41,494) (24,426) Proceeds from options exercised 1,758 159 Repurchases of common stock (16,591) - --------- --------- Net cash used in financing activities (24,347) (3,243) --------- --------- Effect of exchange rate changes on cash and cash equivalents 82 5 --------- --------- Net increase (decrease) in cash and cash equivalents (348) 594 Cash and cash equivalents: Beginning of period 45,116 31,427 --------- --------- End of period $ 44,768 $ 32,021 ========= ========= RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW Net cash provided by operating activities $ 29,423 $ 8,671 Payments in respect of restructuring activities 2,036 2,314 Proceeds from sale of property, plant and equipment 363 95 Purchase of property, plant and equipment (5,869) (4,737) Other - 19 --------- --------- Free cash flow $ 25,953 $ 6,362 ========= =========
METTLER-TOLEDO INTERNATIONAL INC. OTHER OPERATING STATISTICS LOCAL CURRENCY SALES GROWTH BY DESTINATION 3 months ended March 31, 2004 ------------------------------------------- Europe Americas Asia/RoW Total Local currency sales growth -2% 0% 18% 2% -----END PRIVACY-ENHANCED MESSAGE-----