-----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, L99foQQZBTWUULDzGrueWSDihe8Yx56QhnxUC2XpUYATBDtQ/zw4miD/hEe8dUEW c89Jhp70xGisRTEgYvKTbw== 0000895345-06-000467.txt : 20060503 0000895345-06-000467.hdr.sgml : 20060503 20060503161956 ACCESSION NUMBER: 0000895345-06-000467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 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: 06804135 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 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): May 3, 2006 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) (I.R.S. 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: +41-44-944-2211 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following information is furnished pursuant to Item 2.02, "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 May 3, 2006, Mettler-Toledo International Inc. ("Mettler-Toledo") issued a press release (the "Release") setting forth its financial results for the three months ended March 31, 2006. 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 (excluding share-based compensation) and restructuring charges, before share-based compensation expense, amortization, interest, other income, net and taxes. The most directly comparable U.S. GAAP financial measure is earnings before taxes. 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 share-based compensation expense, amortization, interest, other income, net 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 earnings before taxes 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 excludes amortization expense and other income, net. Because these items are recurring, any measure that excludes them has material limitations. o It excludes share-based compensation expense. Because of the adoption of SFAS 123R on January 1, 2006 the prior period comparable does not include this expense. 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release, dated May 3, 2006, 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: May 3, 2006 By: /s/ William P. Donnelly ---------------------------- William P. Donnelly Chief Financial Officer EX-99.1 2 exh99_1.txt EXHIBIT 99.1 1 METTLER-TOLEDO INTERNATIONAL INC. REPORTS FIRST QUARTER 2006 RESULTS - - STRONG SALES GROWTH AND OPERATING PERFORMANCE - - - - EPS GUIDANCE INCREASED FOR 2006 - - GREIFENSEE, Switzerland and COLUMBUS, Ohio, USA - May 3, 2006 - Mettler-Toledo International Inc. (NYSE: MTD) today announced net earnings of $23.7 million, or $0.57 per share on a diluted basis, for the quarter ended March 31, 2006. The first quarter 2006 results include $0.03 per diluted share of share-based compensation expense. In the first quarter of 2005, net earnings per diluted share were $0.47 and did not include any share-based compensation expense. Excluding the effect of share-based compensation expense, net earnings per diluted share would have increased 28% in the quarter. Sales for the quarter were $346.2 million, compared with $337.2 million in the prior year, an increase of 7% in local currency sales. Reported sales growth in the quarter was 3% and includes a 4% unfavorable currency impact. By region, local currency sales growth was 10% in Europe, 1% in the Americas and 11% in Asia / Rest of World. In the quarter, adjusted operating income, which does not include share-based compensation expense, amounted to $40.4 million a 13% increase over the prior year amount of $35.7 million. Cash flow from operations in the quarter was $19.1 million, compared with $6.7 million in the prior year quarter. The Company repurchased 1.2 million shares, representing 3% of its outstanding common stock, in the first quarter. Robert F. Spoerry, Chairman, President and Chief Executive Officer, stated, "We are pleased with all key aspects of our financial performance in the quarter. Our sales growth was driven by strong performance in our laboratory products while food retailing also had good growth. Our Industrial business was solid and came in as expected. We had another quarter of gross margin expansion which drove the strong increase in operating profit. Our EPS growth was excellent. Finally, we are very pleased with our cash flow generation in the quarter." Spoerry concluded, "We had a great start to 2006 with our first quarter operating performance. We continue to make solid progress in the execution of our strategic initiatives. Project Spinnaker, our corporate-wide initiative to achieve excellence in sales, service and marketing, is yielding tangible results. We also continue to launch innovative products and our product pipeline remains robust. Based on the strong start to the year, we have increased our full-year EPS guidance." The Company stated that based on an economic environment and market conditions similar to today's, it now expects 2006 EPS, including share-based compensation expense, to be in the range of $3.22 to $3.27 compared with previous guidance of $3.17 to $3.22. EPS guidance excluding the impact of share-based compensation expense is $3.36 to $3.41 compared with previous guidance of $3.30 to $3.35. This guidance is based on local currency sales growth in the range of 4% to 6% which remains unchanged. The Company added that it expects second quarter 2006 EPS including the impact of share-based compensation to be $0.79 to $0.81, and excluding share-based compensation to be $0.82 to $0.84. The Company has reconciled adjusted operating income to earnings before taxes, the most comparable U.S. GAAP measure, in the attached schedules. The Company will host a conference call to discuss its first quarter results today (Wednesday, May 3) 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 "Factors affecting our future operating results" in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year December 31, 2005. The Company assumes no obligation to update this press release. METTLER-TOLEDO INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands except share data) (unaudited)
AS REPORTED AS REPORTED ----------- ----------- Three months ended Three months ended March 31, 2006 March 31, 2005 Net sales $ 346,160 $ 337,160 Cost of sales 175,820 174,365 ----------- ----------- Gross profit 170,340 162,795 Research and development 19,939 20,802 Selling, general and administrative 112,131 (a) 106,317 Amortization 2,855 2,808 Interest expense 4,076 3,516 Other income, net (2,538) (336) ----------- ----------- Earnings before taxes 33,877 29,688 Provision for taxes 10,162 8,907 ----------- ----------- Net earnings $ 23,715 $ 20,781 =========== =========== Basic earnings per common share: Net earnings $ 0.58 $ 0.48 Weighted average number of common shares 41,050,849 43,139,233 Diluted earnings per common share: Net earnings $0.57 $0.47 Weighted average number of common 41,774,068 44,388,971 and common equivalent shares Notes: (a) Includes share-based compensation expense of $2.2 million for the three months ended March 31, 2006.
METTLER-TOLEDO INTERNATIONAL INC. COMPARATIVE FINANCIAL INFORMATION (amounts in thousands except share data) (unaudited)
Three months ended Three months ended March 31, 2006 % March 31, 2005 % Net sales $346,160 (a) 100.0 (a) $337,160 100.0 Cost of sales 175,820 50.8 174,365 51.7 -------- ----- -------- ----- Gross profit 170,340 49.2 162,795 48.3 Research and development 19,939 5.7 20,802 6.2 Selling, general and administrative 109,972 (b) 31.8 106,317 31.5 -------- ----- -------- ----- Adjusted operating income 40,429 (c) 11.7 (c) 35,676 10.6 Share-based compensation 2,159 0.6 - 0.0 Amortization 2,855 0.8 2,808 0.9 Interest expense 4,076 1.2 3,516 1.0 Other income, net (2,538) (0.7) (336) (0.1) -------- ----- -------- ----- Earnings before taxes 33,877 9.8 29,688 8.8 Provision for taxes 10,162 2.9 8,907 2.6 -------- ----- -------- ----- Net earnings $ 23,715 6.9 $ 20,781 6.2 ======== ===== ======== ===== Diluted per share amounts: Net earnings $0.57 $0.47 Weighted average number of common 41,774,068 44,388,971 and common equivalent shares Notes: (a) Local currency sales increased 7% as compared to the same period in 2005. (b) Excludes share-based compensation expense of $2.2 million for the three months ended March 31, 2006. (c) Adjusted operating income increased 13% as compared to the same period in 2005.
METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (amounts in thousands) (unaudited) March 31, 2006 December 31, 2005 Cash and cash equivalents $ 263,397 $ 324,578 Accounts receivable, net 249,628 271,915 Inventory 156,472 150,201 Other current assets and prepaid expenses 60,399 53,965 ---------- ---------- Total current assets 729,896 800,659 Property, plant and equipment, net 215,076 218,519 Goodwill and other intangibles 528,987 528,209 Other non-current assets 124,098 122,386 ---------- ---------- Total assets $1,598,057 $1,669,773 ---------- ---------- Short-term debt $8,363 $6,345 Accounts payable 73,933 88,553 Accrued and other current liabilities 239,799 258,558 ---------- ---------- Total current liabilities 322,095 353,456 Long-term debt 425,133 443,795 Other non-current liabilities 216,079 213,520 ---------- ---------- Total liabilities 963,307 1,010,771 Shareholders' equity 634,750 659,002 ---------- ---------- Total liabilities and shareholders' equity $1,598,057 $1,669,773 ========== ==========
METTLER-TOLEDO INTERNATIONAL INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) (unaudited) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended Three months ended March 31, 2006 March 31, 2005 Cash flow from operating activities: Net earnings $ 23,715 $ 20,781 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 6,354 6,653 Amortization 2,855 2,808 Deferred taxation (1,680) (2,606) Excess tax benefits from share-based payment arrangements (5,571) 0 Other 998 1 Decrease in cash resulting from changes in operating assets and liabilities (7,538) (20,949) -------- -------- Net cash provided by operating activities 19,133 6,688 -------- -------- Cash flows from investing activities: Proceeds from sale of property, plant and equipment 1,638 418 Purchase of property, plant and equipment (6,004) (5,345) Acquisitions (572) (213) -------- -------- Net cash used in investing activities (4,938) (5,140) -------- -------- Cash flows from financing activities: Proceeds from borrowings 7,696 34,255 Repayments of borrowings (26,784) (8,431) Proceeds from exercise of stock options 9,741 1,974 Repurchases of common stock (72,103) (28,353) Excess tax benefits from share-based payment arrangements 5,571 0 -------- -------- Net cash used in financing activities (75,879) (555) -------- -------- Effect of exchange rate changes on cash and cash equivalents 503 (389) -------- -------- Net increase (decrease) in cash and cash equivalents (61,181) 604 Cash and cash equivalents: Beginning of period 324,578 67,176 -------- -------- End of period $263,397 $ 67,780 ======== ======== RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW Net cash provided by operating activities $ 19,133 $ 6,688 Excess tax benefits from share-based payment arrangements 5,571 0 Payments in respect of restructuring activities 0 425 Proceeds from sale of property, plant and equipment 1,638 418 Purchase of property, plant and equipment (6,004) (5,345) -------- -------- Free cash flow $ 20,338 $ 2,186 ======== ========
METTLER-TOLEDO INTERNATIONAL INC. OTHER OPERATING STATISTICS LOCAL CURRENCY SALES GROWTH BY DESTINATION
Europe Americas Asia/RoW Total ---------------------------------------- Three Months Ended March 31, 2006 10% 1% 11% 7%
RECONCILIATION OF EPS AS REPORTED TO EPS EXCLUDING SHARE-BASED COMPENSATION EXPENSE
Three months ended March 31, 2006 2005 (unaudited) (unaudited) EPS as reported, diluted $0.57 (b) $0.47 Share-based compensation (a) 0.03 - ------ ------ EPS excluding share-based compensation expense, diluted $0.60 (c) $0.47 ====== ====== Notes: (a) EPS impact of $2.2 million ($1.4 million after-tax) of share-based compensation expense. (b) EPS, as reported, increased 21% for the three months ended March 31, 2006 as compared to the same period in 2005. (c) EPS, excluding share-based compensation expense, increased 28% for the three months ended March 31, 2006 as compared to the same period in 2005.
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