-----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, I1mK8jmOHlS0v9LlGccorIFW8bW2BqFm4hdOW1y9YSFoYNNt6jXSYCBDgcBXbqFg 85rO4Zbm3r7MJguszl3eBQ== 0000895345-06-000667.txt : 20061117 0000895345-06-000667.hdr.sgml : 20061117 20060713174120 ACCESSION NUMBER: 0000895345-06-000667 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060713 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: CORRESP 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 CORRESP 1 filename1.txt United States Securities and Exchange Commission Attn. Mr. Jay Webb, Reviewing Accountant Attn. Mr. Kevin Kuhar, Staff Accountant Division of Corporate Finance 450 Fifth Street, N.W. Mail Stop 3-6 USA Washington, D.C. 20549 July 13, 2006 Reference: WPD Direct Dial: 847-809-0326 Telefax: 847-359-1357 RE: Mettler-Toledo International Inc. Form 10-Q for the Fiscal Quarter Ended March 31, 2006 Filed May 4, 2006 Form 8-K filed May 3, 2006 File No. 001-13595 Dear Mr. Webb and Mr. Kuhar This letter is in response to each of the comments in the Staff's letter dated June 28, 2006. To facilitate your review, we have set forth herein each comment of the Staff followed by our response. Form 10-Q for the Fiscal Quarter Ended March 31, 2006 - ----------------------------------------------------- Item 2. Managements Discussion and Analysis, page 17 - ---------------------------------------------------- Results of Operations Consolidated, page 17 - -------------------------------------------- 1. Please refer to prior comment 1. We note your response to our comment and the non-GAAP presentations in your Form 10-K for the fiscal year-ended December 31, 2003. We also note that your current non-GAAP presentations differ from the presentation format used in your Form 10-K for the fiscal year-ended December 31, 2003. A company may not present non-GAAP financial measures on the face of its financial statements prepared and filed in accordance with GAAP or in the accompanying notes. Refer to Question 4 of SAB Topic 14-G. Please revise future filings to remove the non-GAAP measures from your presentation of the results from operations. If you intend to continue to utilize the non-GAAP measures of "selling, general and administrative" expenses (presented excluding stock-based compensation) as well as "adjusted operating income", please also revise future filings to present a separate reconciliation for each non-GAAP measure to the most directly comparable GAAP financial measure in accordance with Item 10(e)(1)(i)(B) of Regulation S-K. We do not believe your current disclosures include all the detailed reconciliations necessary to comply with Item 10 of Regulation S-K. Please provide us with drafts of your proposed updated disclosure. Response: We have noted the Staff's comments. As discussed with the Staff, please see our proposed updated disclosure as it relates to our Form 10-Q, Item 2, Results of Operations-Consolidated attached as Exhibit 1. The proposed disclosure will be used in our future Form 10-Q filings. Please note our non-GAAP financial measures of "selling, general and administrative" expenses (presented excluding stock-based compensation) as well as "adjusted operating income" have been removed from our proposed disclosure. Form 8-K filed May 3, 2006 - -------------------------- 2. Please refer to prior comment 2. We note your response to our comment. To eliminate investor confusion, please remove the non-GAAP income statement format from all future filings and instead disclose only those non-GAAP measures used by management that you wish to highlight for investors. Please also note that instruction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the disclosures required by paragraph (e)(1)(i) of Item 10 of Regulation S-K, including a separate reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented. In your case, "selling, general and administrative" expenses (presented excluding stock-based compensation) as well as "adjusted operating income" appear to be the non-GAAP measures presented that must be discussed and reconciled to the most directly comparable GAAP financial measure. Please revise future Form 8-K filings as necessary based on our comment. Response: We have noted the Staff's comments. As discussed with the Staff, please see our proposed updated disclosure as it relates to our Form 8-K attached as Exhibit 2. The proposed disclosure will be used in our future press releases announcing earnings which are filed on Form 8-K. If you have any questions or comments, please contact me at (847) 809 0326. Sincerely, /s/ William P. Donnelly William P. Donnelly Chief Financial Officer cc: James Bellerjeau, Mettler-Toledo International Inc. John Desmond, PricewaterhouseCoopers Timothy Peterson, Fried Frank Harris Shriver & Jacobson, LLP Shawn Vadala, Mettler-Toledo International Inc. EXHIBIT 1 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - CONSOLIDATED The following table sets forth certain items from our interim consolidated statements of operations for the three and six months ended June 30, 2006 and 2005 (amounts in thousands).
Three months ended June 30, Six months ended June 30, ------------------------------------------- ------------------------------------------- 2006 2005 2006 2005 ----------- ----------- ----------- ----------- (unaudited) % (unaudited) % (unaudited) % (unaudited) % Net sales $ - 100.0 $ 368,637 100.0 $ - 100.0 $ 705,797 100.0 Cost of sales - #DIV/0! 188,212 51.1 - #DIV/0! 362,577 51.4 --------- ------- ---------- ------ ------- ------- ---------- ----- Gross profit - #DIV/0! 180,425 48.9 - #DIV/0! 343,220 48.6 Research and development - #DIV/0! 20,936 5.7 - #DIV/0! 41,738 5.9 Selling, general and administrative (a) - #DIV/0! 108,115 29.3 - #DIV/0! 214,432 30.4 Amortization - #DIV/0! 2,991 0.8 - #DIV/0! 5,799 0.8 Interest expense - #DIV/0! 3,764 1.0 - #DIV/0! 7,280 1.0 Other (income) charges, net (b) - #DIV/0! 21,581 5.9 - #DIV/0! 21,245 3.0 --------- ------- ---------- ------ ------- ------- ---------- ----- Earnings before taxes $ - #DIV/0! $ 23,038 6.2 $ - #DIV/0! $ 52,726 7.5 --------- ------- ---------- ------ ------- ------- ---------- ----- Provision for taxes #DIV/0! $ 4,727 1.2 #DIV/0! $ 13,634 2.0 --------- ------- ---------- ------ ------- ------- ---------- ----- Net earnings $ - #DIV/0! $ 18,311 5.0 $ - #DIV/0! $ 39,092 5.5 ========= ======= ========== ====== ======= ======= ========== =====
Notes: (a) Includes share-based compensation expense of $___ million and $___ million for the three and six months ended June 30, 2006, respectively. (b) Includes a $21.8 million ($13.1 million after-tax), or $0.30 per share, one-time pipette litigation charge related to a $19.9 million ($12 million after-tax) non-cash write-off of an intellectual property license and $1.9 million ($1.1 million after-tax) of related legal costs for the three and six months ended June 30, 2005. EXHIBIT 2 METTLER-TOLEDO INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands except share data) (unaudited)
Three months ended Three months ended June 30, 2006 % June 30, 2005 % Net sales (a) 100.0 $368,637 100.0 Cost of sales #DIV/0! 188,212 51.1 ------- -------- ----- Gross profit 0 #DIV/0! 180,425 48.9 Research and development #DIV/0! 20,936 5.7 Selling, general and administrative (b) #DIV/0! 108,115 29.3 Amortization #DIV/0! 2,991 0.8 Interest expense #DIV/0! 3,764 1.0 Other charges (income), net #DIV/0! 21,581 (c) 5.9 ------- -------- ----- Earnings before taxes 0 23,038 6.2 Provision for taxes #DIV/0! 4,727 1.2 ------- -------- ----- Net earnings $0 #DIV/0! $18,311 5.0 === ======= ======== ===== Basic earnings per common share: Net earnings $0.43 Weighted average number of common shares 42,356,672 Diluted earnings per common share: Net earnings $0.42 Weighted average number of common 43,438,961 and common equivalent shares
Notes: (a) Local currency sales increased __% as compared to the same period in 2005. (b) Includes share-based compensation expense of $___ million for the three months ended June 30, 2006. (c) Includes a $21.8 million ($13.1 million after-tax), or $0.30 per share, one-time pipette litigation charge related to a $19.9 million ($12 million after-tax) non-cash write-off of an intellectual property license and $1.9 million ($1.1 million after-tax) of related legal costs. RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING INCOME
Three months ended Three months ended June 30, 2006 % June 30, 2005 % Earnings before taxes 23,038 Share-based compensation 0 Amortization 2,991 Interest expense 3,764 Other charges (income), net 21,581 --------- Adjusted operating income (a) 51,374 13.9 =========
Note: (a) Adjusted operating income increased __% as compared to the same period in 2005. -----END PRIVACY-ENHANCED MESSAGE-----