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): November 2, 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
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(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 November 2, 2006, Mettler-Toledo International Inc.
("Mettler-Toledo") issued a press release (the "Release") setting forth its
financial results for the three and nine months ended September 30, 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
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99.1 Press release, dated November 2, 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: November 2, 2006 By: /s/ William P. Donnelly
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William P. Donnelly
Chief Financial Officer