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 24, 2003
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 24, 2003, Mettler-Toledo International Inc. ("Mettler-Toledo")
issued a press release (the "Release") setting forth its financial results
for the three months ended March 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 three months
ended March 31, 2003 based on several factors, including (i) net earnings
before restructuring charges, (ii) Adjusted Operating Income (both before
and including restructuring charges), (iii) EBITDA and (iv) Free Cash Flow.
Net earnings before restructuring charges for the three months ended March
31, 2003 represents Mettler-Toledo's net earnings before the impact of a
restructuring charge related to the final union settlement on the
manufacturing facility closure in France. Mettler-Toledo provides
information on net earnings before restructuring charges because it
believes the information provides important financial information in
measuring and comparing its operating performance on an ongoing basis. As a
result of the unusual nature of the final union settlement, which has been
the subject of ongoing negotiations, Mettler-Toledo wanted investors to be
aware of its effects on its operating results for the three months ended
March 31, 2003. Net earnings before restructuring charges 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 the final union settlement
discussed in the preceding paragraph on its operating results for the three
months ended March 31, 2003. 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 EBITDA as Adjusted Operating Income plus
depreciation. Mettler-Toledo considers EBITDA an important indicator of the
operational strength and performance of its businesses, including the
ability to provide cash flows to service debt and fund capital
expenditures. EBITDA is also used by Mettler-Toledo's financing sources as
an important measure of its ability to service its debt and is used by its
senior lenders in determining financial covenant compliance. EBITDA is not
intended to represent operating income, earnings before taxes or other
measures of financial performance under U.S. GAAP and should not be
considered as an alternative to operating income or 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 April 24, 2003, 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 24, 2003 By: /s/ Dennis W. Braun
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Dennis W. Braun
Chief Financial Officer