-----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, Av7c4rQJXAnmszUz56i23L9texTEKok91+I8/wjsT18VO4y+SOIA7CTyk8DXgb97 IYgghq91x575YIo7wFE2jQ== 0000895345-04-000573.txt : 20040810 0000895345-04-000573.hdr.sgml : 20040810 20040809174316 ACCESSION NUMBER: 0000895345-04-000573 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040810 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13595 FILM NUMBER: 04962525 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 10-Q/A 1 kw10qa.txt FORM 10-Q/A-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (AMENDMENT #2) (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004, OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ________________ Commission File Number 1-13595 Mettler-Toledo International Inc. --------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3668641 --------------------------------- ----------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) Im Langacher, P.O. Box MT-100 CH 8606 Greifensee, Switzerland --------------------------------------------- (Address of principal executive offices) (Zip Code) +41-1-944-22-11 --------------------------------------------- (Registrant's telephone number, including area code) not applicable ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The Registrant had 44,280,211 shares of Common Stock outstanding at March 31, 2004. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act). Yes X No --- --- METTLER-TOLEDO INTERNATIONAL INC. INDEX TO QUARTERLY REPORT ON FORM 10-Q/A PAGE PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS.................................... 3 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K........................ 17 SIGNATURE........................................................... 18 EXPLANATORY NOTE The Company is filing this Report on Form 10-Q/A to amend its Report on Form 10-Q for the quarterly period ended March 31, 2004, as previously amended by the Report on Form 10-Q/A filed on May 12, 2004. The amendment consists of the financial statements included in Item 1 of Part I (which are unchanged from those filed on May 10, 2004) and the disclosure in Item 1 of Part I presented below. No other changes have been made to the original Form 10-Q filed on May 10, 2004. PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS EXPLANATORY NOTE The Company's independent auditors, PricewaterhouseCoopers AG have informed the Company that they have completed their review of the Company's interim financial statements for the quarterly period ended March 31, 2004, which are included in this Form 10-Q/A. These financial statements are unchanged from those filed on May 10, 2004. PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS METTLER-TOLEDO INTERNATIONAL INC. INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (IN THOUSANDS, EXCEPT SHARE DATA) MARCH 31, MARCH 31, 2004 2003 ----------- ----------- (UNAUDITED) (UNAUDITED) Net sales Products $ 243,236 $ 224,157 Service 75,473 67,651 ---------- ---------- Total net sales 318,709 291,808 Cost of sales Products 118,281 113,755 Service 50,152 44,395 ---------- ---------- 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 (see Note 7) (64) 5,175 ---------- ---------- Earnings before taxes 26,602 18,476 Provision for taxes 7,980 5,541 ---------- ---------- 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 The accompanying notes are an integral part of these interim consolidated financial statements. METTLER-TOLEDO INTERNATIONAL INC. INTERIM CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2004 AND DECEMBER 31, 2003 (IN THOUSANDS, EXCEPT SHARE DATA) MARCH 31, DECEMBER 31, 2004 2003 ----------- -------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 44,768 $ 45,116 Trade accounts receivable, net 239,321 249,353 Inventories, net 153,924 151,764 Current deferred tax assets, net 27,273 27,644 Other current assets and prepaid expenses 36,785 31,660 ----------- ----------- Total current assets 502,071 505,537 Property, plant and equipment, net 223,685 231,512 Goodwill, net 422,652 421,940 Other intangible assets, net 126,005 126,874 Non-current deferred tax assets, net 39,869 40,683 Other non-current assets 59,967 60,730 ----------- ----------- Total assets $ 1,374,249 $ 1,387,276 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 64,472 $ 68,243 Accrued and other liabilities 99,704 97,966 Accrued compensation and related items 46,584 56,575 Deferred service revenue 38,666 20,759 Taxes payable 48,317 51,347 Current deferred tax liabilities 14,503 14,742 Short-term borrowings and current maturities of long-term debt 18,873 18,277 ----------- ----------- Total current liabilities 331,119 327,909 Long-term debt 211,425 223,239 Non-current deferred taxes 45,592 46,519 Other non-current liabilities 133,608 135,613 ----------- ----------- Total liabilities 721,744 733,280 Shareholders' equity: Preferred stock, $0.01 par value per share; authorized 10,000,000 shares; issued 0 - - Common stock, $0.01 par value per share; authorized 125,000,000 shares; issued 44,668,511 and 44,582,017 shares, outstanding 44,277,211 and 44,582,017 shares at March 31, 2004 and December 31, 2003, respectively) 447 446 Additional paid-in capital 473,385 471,628 Treasury stock at cost (391,300 and 0 shares at March 31, 2004 and December 31, 2003, respectively) (16,591) - Retained earnings 218,838 200,216 Accumulated other comprehensive loss (23,574) (18,294) ----------- ----------- Total shareholders' equity 652,505 653,996 Commitments and contingencies - - ----------- ----------- Total liabilities and shareholders' equity $ 1,374,249 $ 1,387,276 =========== =========== The accompanying notes are an integral part of these interim consolidated financial statements. METTLER-TOLEDO INTERNATIONAL INC. INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
ACCUMULATED COMMON STOCK ADDITIONAL OTHER -------------------- PAID-IN TREASURY RETAINED COMPREHENSIVE SHARES AMOUNT CAPITAL STOCK EARNINGS INCOME (LOSS) TOTAL ---------- --------- ------------- ------------ ------------- ---------------- ------------ Balance at December 31, 2003 44,582,017 $ 446 $471,628 $ - $200,216 $(18,294) $653,996 Exercise of stock options 86,494 1 1,757 - - - 1,758 Repurchases of common stock (391,300) - - (16,591) - - (16,591) Comprehensive income: Net earnings - - - - 18,622 - 18,622 Change in currency translation adjustment - - - - - (5,280) (5,280) -------- Comprehensive income 13,342 ---------- ----- -------- -------- -------- -------- -------- Balance at March 31, 2004 44,277,211 $ 447 $473,385 $(16,591) $218,838 $(23,574) $652,505 ========== ===== ======== ======== ======== ======== ======== Balance at December 31, 2002 44,384,820 $ 444 $459,213 $ - $104,378 $(61,649) $502,386 Exercise of stock options 8,492 - 159 - - - 159 Comprehensive income: Net earnings - - - - 12,935 - 12,935 Unrealized gain on cash-flow hedging instruments - - - - - 879 879 Change in currency translation adjustment - - - - - (426) (426) Comprehensive income 13,388 ---------- ----- -------- -------- -------- -------- -------- Balance at March 31, 2003 44,393,312 $ 444 $459,372 $ - $117,313 $(61,196) $515,933 ========== ===== ======== ======== ======== ======== ======== The accompanying notes are an integral part of these interim consolidated financial statements.
METTLER-TOLEDO INTERNATIONAL INC. INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (IN THOUSANDS)
MARCH 31, MARCH 31, 2004 2003 -------------- ------------- (UNAUDITED) (UNAUDITED) Cash flows 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: Trade accounts receivable, net 5,441 12,333 Inventories (3,839) (5,641) Other current assets (5,055) (8,105) Trade accounts payable (3,081) (10,521) Taxes payable (2,377) (9,937) Accruals and other liabilities (a) 10,098 8,282 --------- --------- 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 ========= ========= (a) Changes in accruals and other liabilities include payments for restructuring activities of $2.0 million in 2004 and $2.3 million in 2003. The accompanying notes are an integral part of these interim consolidated financial statements.
METTLER-TOLEDO INTERNATIONAL INC. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 2004 - UNAUDITED (IN THOUSANDS EXCEPT SHARE DATA, UNLESS OTHERWISE STATED) 1. BASIS OF PRESENTATION Mettler-Toledo International Inc. ("Mettler-Toledo" or the "Company") is a global supplier of precision instruments and services. The Company manufactures weighing instruments for use in laboratory, industrial, packaging, logistics and food retailing applications. The Company also manufactures several related analytical instruments, and provides automated chemistry solutions used in drug and chemical compound discovery and development. In addition, the Company manufactures metal detection and other end-of-line inspection systems used in production and packaging, and provides solutions for use in certain process analytics applications. The Company's primary manufacturing facilities are located in Switzerland, the United States, Germany, the United Kingdom and China. The Company's principal executive offices are located in Greifensee, Switzerland. The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The interim consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements as of March 31, 2004 and for the three month periods ended March 31, 2004 and 2003 should be read in conjunction with the December 31, 2003 and 2002 consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. The accompanying interim consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the full year ending December 31, 2004. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. A discussion of the Company's critical accounting policies is included in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Inventories, net Inventories are valued at the lower of cost or net realizable value. Cost, which includes direct materials, labor and overhead, is generally determined using the first in, first out (FIFO) method. The estimated market value is based on assumptions for future demand and related pricing. Reserves for excess and obsolete inventories are established based on forecast usage, orders and technological obsolescence. Inventories, net consisted of the following at March 31, 2004 and December 31, 2003: March 31, 2004 December 31,2003 ---------------- ------------------ Raw materials and parts $ 70,502 $ 71,950 Work in progress 31,563 32,432 Finished goods 51,859 47,382 -------- -------- $153,924 $151,764 ======== ======== Other Intangible Assets Other intangible assets consisted of the following at March 31, 2004 and December 31, 2003.
March 31, 2004 December 31, 2003 ------------------------- ------------------------- Accumulated Accumulated Gross Amount amortization Gross Amount amortization ------------ ------------ ------------ ------------ Customer relationships $ 70,955 $(3,821) $ 70,955 $(3,424) Proven technology and patents 19,999 (4,270) 19,999 (3,809) Tradename (finite life) 893 (90) 893 (79) Tradename (indefinite life) 22,434 - 22,434 - Intellectual property license (indefinite life) 19,905 - 19,905 - -------- ------- -------- ------- $134,186 $(8,181) $134,186 $(7,312) ======== ======= ======== =======
Other intangible assets substantially relate to the acquisition of Rainin. The annual aggregate amortization expense based on the current balance of other intangible assets is estimated at $3.5 million for each of the next five years. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Stock Based Compensation The Company applies the intrinsic valuation methodology under Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its stock option plan. Had compensation cost for the Company's stock option plan been determined based upon the fair value of such awards at the grant date, consistent with the methods of Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation," the Company's net earnings and basic and diluted net earnings per common share for the three months ended March 31 would have been as follows: 2004 2003 ---------------- ------------------ Net earnings: As reported $18,622 $ 12,935 Compensation expense (1,861) (1,496) ---------------- ------------------ Pro forma $16,761 $ 11,439 ================ ================== Basic earnings per common share: As reported $ 0.42 $ 0.29 Compensation expense (0.04) (0.03) ---------------- ------------------ Pro forma $ 0.38 $ 0.26 ================ ================== Diluted earnings per common share: As reported $ 0.41 $ 0.29 Compensation expense (0.04) (0.04) ---------------- ------------------ Pro forma $ 0.37 $ 0.25 ================ ================== Warranty The Company generally offers one-year warranties on most of its products. Product warranties are recorded at the time revenue is recognized for certain product shipments. While the Company engages in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service costs incurred in correcting a product failure. Changes to the Company's accrual for product warranties for the three months ended March 31 are as follows: 2004 2003 ---------------- ------------------ Balance at beginning of period $10,121 $8,850 Accruals for warranties 2,491 3,012 Payments / utilizations (2,636) (3,263) ---------------- ------------------ Balance at end of period $9,976 $8,599 3. TREASURY STOCK On February 5, 2004, the Company announced a share repurchase program, commencing with an initial buyback of up to $100 million over the two-year period ending December 31, 2005. This program was approved by the Company's Audit Committee. During the three months ended March 31, 2004 the Company spent $16.6 million on the repurchase of 391,300 shares at an average price of $42.37. 4. EARNINGS PER COMMON SHARE In accordance with the treasury stock method, the Company has included the following equivalent shares in the calculation of diluted weighted average number of common shares for the three months ended March 31, relating to outstanding stock options. 2004 2003 ------------ ------------ Three months ended 1,279,491 895,511 Outstanding options to purchase 1,255,950 and 2,278,100 shares of common stock for the three month periods ended March 31, 2004 and 2003, respectively, have been excluded from the calculation of diluted weighted average number of common shares on the grounds that such options would be anti-dilutive. 5. OTHER COMPREHENSIVE INCOME A reconciliation of changes in Other Comprehensive Income for the three months ended March 31 follows: 2004 2003 ---------------- ------------------ Balance at beginning of period $(18,294) $(61,649) Change in currency translation adjustment (5,280) (426) Unrealized gain on cash flow hedging arrangements - 879 ---------------- ------------------ Balance at end of period $(23,574) $(61,196) 6. NET PERIODIC BENEFIT COST Net periodic pension cost for the Company's defined benefit pension plans includes the following components for the three months ended March 31: U.S. Pension Non-U.S. Pension Benefits Benefits ------------------------------------- 2004 2003 2004 2003 ------- ------- ------- ------- Service cost, net $ 127 $ 134 $3,548 $3,561 Interest cost on projected benefit obligations 1,516 1,899 4,261 4,589 Expected return on plan assets (1,598) (1,558) (5,282) (5,465) Recognition of actuarial losses (gains) 569 531 (408) 141 ------- ------- ------- ------- Net periodic pension cost $ 614 $1,006 $2,119 $2,826 Net periodic post-retirement benefit cost for the Company's U.S. post-retirement medical plan includes the following components for the three months ended March 31: 2004 2003 ----------------- ------------------ Service cost $ 76 $ 5 Interest cost on projected benefit obligations 522 68 Curtailment gain on plan freeze - (1,330) Net amortization and deferral (213) (21) ------- -------- Net periodic post-retirement benefit cost $ 385 $(1,278) ======= ======== As previously disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2003, the Company expects to make normal employer pension contributions of approximately $11.4 million to its non-U.S. defined benefit pension plans and $2.4 million to its U.S. post-retirement medical plan during the year ended December 31, 2004. 7. OTHER CHARGES (INCOME), NET Other charges (income), net consists primarily of charges related to the Company's restructuring programs, interest income, (gains) losses from foreign currency transactions, (gains) losses from sales of assets and other items. As noted in previous filings, in accordance with U.S. GAAP, the restructuring charge taken in the second quarter of 2002 related to the exit of our French manufacturing facility was limited to the minimum contractual payment required by French law. During the three months ended March 31, 2003, the Company recorded a restructuring charge of $5.4 million ($3.8 million after tax). This charge comprised the additional employee-related costs resulting from final settlement of the social plan negotiated with the French workers' council during the first quarter of 2003. The Company's significant restructuring programs were substantially completed at December 31, 2003. 7. OTHER CHARGES (INCOME), NET (CONTINUED) A roll-forward of the Company's accrual for restructuring activities for the three months ended March 31, 2003 follows: Employee Lease related termination Other Total --------- ----------- ------- -------- (a) (b) (c) Balance at December 31, 2002 $11,803 $2,032 $ 420 $14,255 Restructuring expense 5,444 - - 5,444 Cash payments (2,112) (202) - (2,314) Impact of foreign currency 213 17 6 236 --------- ----------- ------- -------- Balance at March 31, 2003 $15,348 $1,847 $ 426 $17,621 ========= =========== ======= ======== (a)Employee related costs include severance, medical and early retirement costs for approximately net 300 employees, of which 230 employees had been terminated as of March 31, 2003. These employees include positions primarily in manufacturing, as well as administrative and other personnel, primarily at the Company's Principal U.S. and Other Western European Operations. (b)Lease termination costs primarily relate to the early termination of leases on vacated property, primarily at the Company's Principal U.S. and Other Western European Operations. (c)Other costs include expenses associated with equipment dismantling and disposal and other exit costs. 8. SEGMENT REPORTING The Company has six reportable segments: Principal U.S. Operations, Other Western European Operations, Principal Central European Operations, Swiss R&D and Manufacturing Operations, Asia and Other. In previous reporting periods, results from Asia were included within the Other operating segment. During the three months ended December 31, 2003, the Company's reporting units in Asia exceeded the quantitative threshold for disclosure as a separate operating segment. Segment disclosures for all periods in 2003 have been reclassified accordingly. The Company evaluates segment performance based on Segment Profit (gross profit less research and development, selling, general and administrative expenses and restructuring charges, before amortization, interest expense and other charges). 8. SEGMENT REPORTING (CONTINUED) The following tables show the operations of the Company's operating segments:
Net Net For the three months ended sales to sales to March 31, 2004 external other Total Segment Goodwill, customers segments net sales Profit net - --------------------------------------- --------- ---------- ----------- --------- ---------- Principal U.S. Operations $101,005 $8,385 $109,390 $13,575 $ 201,295 Other Western European Operations 79,151 5,216 84,367 2,399 84,788 Principal Central European Operations 47,621 14,878 62,499 5,217 26,291 Swiss R&D and Mfg. Operations 12,320 45,772 58,092 9,660 22,575 Asia 38,729 12,439 51,168 8,987 10,251 Other (a) 39,883 10,322 50,205 858 77,452 Eliminations and Corporate (b) - (97,012) (97,012) (7,884) - --------- ---------- ----------- --------- ---------- Total $318,709 $ - $318,709 $32,812 $ 422,652 ========= ========== =========== ========= ========== Net Net For the three months ended sales to sales to March 31, 2003 external other Total Segment Goodwill, customers segments net sales Profit(c) net - --------------------------------------- --------- ---------- ----------- --------- ---------- Principal U.S. Operations $100,485 $8,847 $109,332 $14,446 $201,663 Other Western European Operations 69,207 5,098 74,305 (3,290) 73,515 Principal Central European Operations 41,144 13,173 54,317 4,682 23,960 Swiss R&D and Mfg. Operations 12,218 39,898 52,116 7,777 21,557 Asia 30,495 7,197 37,692 5,194 8,736 Other (a) 38,259 8,684 46,943 (126) 77,009 Eliminations and Corporate (b) - (82,897) (82,897) (3,744) - --------- ---------- ----------- --------- ---------- Total $291,808 $ - $291,808 $24,939 $406,440 (a) Other includes reporting units in Eastern Europe, Latin America and segments from other countries that do not meet the quantitative thresholds, but meet the mojority of the aggregation criteria of SFAS 131. (b) Eliminations and Corporate includes the elimination of intersegment transactions and certain corporate expenses, which are not included in the Company's operating segments. (c) The results for the three months ended March 31, 2003 include a restructuring charge of $5.4 million recorded in the Other Western European Operations segment.
8. SEGMENT REPORTING (CONTINUED) Non-GAAP Financial Measures The Company supplements U.S. GAAP results with non-GAAP financial measures. The principal non-GAAP financial measure used is Adjusted Operating Income. Adjusted Operating Income is defined 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. The Company believes that Adjusted Operating Income is important supplemental information for investors. Adjusted Operating Income, or Segment Profit, is used internally as the principal profit measurement by our segments in their reporting to management. The Company uses this measure because it excludes amortization, interest, other charges and taxes, which are not allocated to the segments. On a consolidated basis, the Company 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. The Company 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 the Company's performance because of the following limitations. 8. SEGMENT REPORTING (CONTINUED) Limitations of the non-GAAP measure, Adjusted Operating Income The non-GAAP measure, Adjusted Operating Income, has certain material limitations as follows: o It does not include interest expense. Because the Company has borrowed money to finance some of its operations, interest is a necessary and ongoing part of the Company's costs and has assisted the Company 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 the Company'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. Adjusted Operating Income should not be relied upon to the exclusion of U.S. GAAP financial measures, but reflects an additional measure of comparability and means of viewing aspects of the Company's operations that, when viewed together with U.S. GAAP results and the accompanying reconciliation to net earnings, provides a more complete understanding of factors and trends affecting the business. Because Adjusted Operating Income is not standardized, it may not be possible to compare with other companies' non-GAAP financial measures having the same or a similar name. The Company strongly encourages investors to review these financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. A reconciliation of Adjusted Operating Income, or Segment Profit, to net earnings for the three months ended March 31 follows:
2004 2003 ------------- ------------- Adjusted operating income after restructuring charge (a) $32,812 $24,939 Amortization 2,808 2,827 Interest expense 3,466 3,905 Other charges, net (excluding restructuring charge) (64) (269) Provision for taxes 7,980 5,541 ------------- ------------- Net earnings $18,622 $12,935 ============= =============
(a) Adjusted Operating Income for 2003 includes a restructuring charge of $5,444 primarily related to headcount reductions and manufacturing transfers. See Note 7 to the interim consolidated financial statements. PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURE 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 thereto duly authorized. Mettler-Toledo International Inc. Date: August 9, 2004 By: /s/ William P. Donnelly ------------------------------- William P. Donnelly Chief Financial Officer EX-31.1 2 kw31_1.txt CERTIFICATION EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert F. Spoerry, certify that: (1) I have reviewed this quarterly report on Form 10-Q/A of Mettler-Toledo International Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) [omitted in accordance with SEC Release No. 33-8238]; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons with equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: August 9, 2004 /s/ Robert F. Spoerry - --------------------- Robert F. Spoerry Chief Executive Officer EX-31.2 3 kw31_2.txt CERTIFICATION EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William P. Donnelly, certify that: (1) I have reviewed this quarterly report on Form 10-Q/A of Mettler-Toledo International Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) [omitted in accordance with SEC Release No. 33-8238]; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons with equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: August 9, 2004 /s/ William P. Donnelly - ----------------------- William P. Donnelly Chief Financial Officer EX-32 4 kw32.txt CERTIFICATION EXHIBIT 32 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Mettler-Toledo International Inc. (the "Company") does hereby certify, to such officer's knowledge, that: This quarterly report on Form 10-Q/A for the period ending March 31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 9, 2004 /s/ Robert F. Spoerry - ---------------------- Robert F. Spoerry Chief Executive Officer /s/ William P. Donnelly - ------------------------ William P. Donnelly Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----