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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 6, 2021
Mettler-Toledo International Inc.
(Exact name of registrant as specified in its charter)
Delaware File No. 001-13595 13-3668641
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1900 Polaris Parkway
Columbus, OH
and
Im Langacher, P.O. Box MT-100
CH Greifensee, Switzerland 43240 and 8606
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11
(Former name or former address, if changed since last report.)
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value MTD New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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 6, 2021 Mettler-Toledo International Inc. (“Mettler-Toledo”) issued a press release (the “Release”) setting forth its financial results for the three months ended March 31, 2021. 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 Earnings per Share, Adjusted Operating Profit, Adjusted Free Cash Flow and Local Currency Sales Growth.

Adjusted Earnings per Share
    Mettler-Toledo defines Adjusted Earnings per Share as diluted earnings per common share excluding certain non-recurring discrete tax items, amortization of purchased intangible assets, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax. The most directly comparable U.S. GAAP financial measure is diluted earnings per common share.
    Mettler-Toledo believes that Adjusted Earnings per Share is important supplemental information for investors. Mettler-Toledo uses this measure because it excludes certain non-recurring discrete tax items, amortization of purchased intangibles, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax, which management believes are not directly related to current and ongoing operations thereby providing investors with information that helps to compare ongoing operating performance.
    Adjusted Earnings per Share is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Earnings per Share is not intended to represent diluted earnings per common share under U.S. GAAP and should not be considered as an alternative to diluted earnings per common share as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Adjusted Earnings per Share
    Mettler-Toledo’s non-GAAP measure, Adjusted Earnings per Share, has certain material limitations as follows:
    It does not include certain non-recurring discrete tax items, amortization expense of purchased intangibles, net of tax, restructuring charges, net of tax and certain other one-time charges, net of tax. Because non-recurring discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges are components of diluted earnings per share under U.S. GAAP, any measure that excludes non-recurring discrete tax items, amortization of purchased intangibles, restructuring charges and certain other one-time charges, has material limitations.


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Adjusted Operating Profit
    Mettler-Toledo defines Adjusted Operating Profit as gross profit less research and development and selling, general and administrative expenses before amortization, interest, restructuring charges and other charges (income), net and taxes. The most directly comparable U.S. GAAP financial measure is earnings before taxes.
    Mettler-Toledo believes that Adjusted Operating Profit is important supplemental information for investors. Adjusted Operating Profit is used internally as the principal profit measurement by its segments in their reporting to management. Mettler-Toledo uses this measure because it excludes amortization, interest, restructuring charges and other charges (income), net and taxes, which are not allocated to the segments.
    On a consolidated basis, Mettler-Toledo also believes Adjusted Operating Profit 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 Profit 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 Profit is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted Operating Profit 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 Profit
    Mettler-Toledo’s non-GAAP measure, Adjusted Operating Profit, has certain material limitations as follows:
• It excludes amortization expense. Because this item is recurring, any measure that excludes amortization expense has material limitations.
• 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.
• It excludes restructuring charges. Because restructuring charges are a component of operating income under U.S. GAAP, any measure that excludes restructuring charges, has material limitations.
• It excludes other charges (income), net. Because other charges (income), net is a component of operating income under U.S. GAAP, any measure that excludes other charges (income), net, has material limitations.

Adjusted Free Cash Flow
    Mettler-Toledo defines Adjusted Free Cash Flow as net cash provided by operating activities including proceeds from the sale of property, plant and equipment, less capital expenditures, and before restructuring, acquisition cost payments, and tax reform payments. The most directly comparable U.S. GAAP financial measure is net cash provided by operating activities
    
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    Mettler-Toledo believes Adjusted 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.
    Adjusted Free Cash Flow is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Adjusted 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, Adjusted Free Cash Flow
    Mettler-Toledo’s non-GAAP measure, Adjusted Free Cash Flow, has certain material limitations as follows:
• It includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment, which are not considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment has material limitations.
• It excludes restructuring, acquisition cost payments, and tax reform payments which is considered to be a component of net cash provided by operating activities under U.S. GAAP. Therefore any measure that excludes these items has material limitations.

Local Currency Sales Growth
    Mettler-Toledo defines Local Currency Sales Growth as sales growth excluding the effect of currency exchange rate fluctuations that result from translating activity outside of the United States into U.S. dollars. The most directly comparable U.S. GAAP financial measure is U.S. dollar sales growth.
    Mettler-Toledo believes that Local Currency Sales Growth is important supplemental information for investors. Mettler-Toledo believes local currency information provides a helpful assessment of business performance and a useful measure of results between periods.
    Local Currency Sales Growth is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. Local Currency Sales Growth is not intended to represent U.S. dollar sales growth under U.S. GAAP and should not be considered as an alternative to U.S. dollar sales growth as an indicator of Mettler-Toledo’s performance because of the following limitations.

Limitations of Mettler-Toledo’s non-GAAP measure, Local Currency Sales Growth
    Mettler-Toledo’s non-GAAP measure, Local Currency Sales Growth, has certain material limitations as follows:
    It does not include the effect of currency exchange rate fluctuations that result from translating activity outside of the United States into U.S. dollars. Because the effect of changes in foreign currency exchange rates is a component of sales growth under U.S. GAAP, any measure that excludes the effect of changes in foreign currency exchange rates, has material limitations.


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    Adjusted Earnings per Share, Adjusted Operating Income, Adjusted Free Cash Flow and Local Currency Sales Growth 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, net cash provided by operating activities and diluted earnings per share, provide a more complete understanding of factors and trends affecting its business.
    Because Adjusted Earnings per Share, Adjusted Operating Income, Adjusted Free Cash Flow and Local Currency Sales Growth 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 Earnings per Share, Adjusted Operating Income and Adjusted Free Cash Flow to the most comparable financial measures recorded under U.S. GAAP. The Release also presents Local Currency Sales Growth in conjunction with its most comparable financial measure recorded under U.S. GAAP.
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Item 9.01 Financial Statements and Exhibits

Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).*

* Submitted electronically with this Report in accordance with the provision of Regulation S-T.


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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 hereunto duly authorized.


                            
METTLER-TOLEDO INTERNATIONAL INC.
Dated: May 6, 2021 By: /s/ Shawn P. Vadala
Shawn P. Vadala
Chief Financial Officer



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FOR IMMEDIATE RELEASE Exhibit 99.1
METTLER-TOLEDO INTERNATIONAL INC. REPORTS
FIRST QUARTER 2021 RESULTS


COLUMBUS, Ohio, USA – May 6, 2021 – Mettler-Toledo International Inc. (NYSE: MTD) today announced first quarter results for 2021. Provided below are the highlights:

•Reported sales increased 24% compared with the prior year. In local currency, sales increased 18% in the quarter as currency benefited reported sales growth by 6%.

•Net earnings per diluted share as reported (EPS) were $6.32, compared with $4.03 in the prior-year period. Adjusted EPS was $6.56, an increase of 64% over the prior-year amount of $4.00. Adjusted EPS is a non-GAAP measure, and a reconciliation to EPS is included on the last page of the attached schedules.

First Quarter Results

Patrick Kaltenbach, President and Chief Executive Officer, stated, "We have had an excellent start to the year with strong broad-based sales growth in all regions. China in particular had outstanding performance, and our results in the Americas and Europe were also better than expected. We capitalized on robust market demand and executed well to meet customer needs. Outstanding sales growth, combined with continued good cost control and the execution of our margin and productivity initiatives, resulted in excellent growth in Adjusted Operating Profit, Adjusted EPS and cash flow generation."

GAAP Results
EPS in the quarter was $6.32, compared with the prior-year amount of $4.03.

Compared with the prior year, total reported sales increased 24% to $804.4 million. By region, reported sales increased 15% in the Americas, 24% in Europe and 37% in Asia/Rest of World. Earnings before taxes amounted to $185.4 million, compared with $118.5 million in the prior year.

Non-GAAP Results
Adjusted EPS was $6.56, an increase of 64% over the prior-year amount of $4.00.
Compared with the prior year, total sales in local currency increased 18% as currency benefited sales growth by 6%. By region, local currency sales increased 14% in the Americas, 14% in Europe and 29% in Asia/Rest of World. Adjusted Operating Profit amounted to $210.7 million, a 49% increase from the prior-year amount of $141.3 million.

Adjusted EPS and Adjusted Operating Profit are non-GAAP measures. Reconciliations to the most comparable GAAP measures are provided in the attached schedules.

Outlook

The Company emphasized that forecasting continues to be challenging. Management cautions that market conditions are dynamic and changes to the business environment can happen quickly. Uncertainty remains surrounding the impact of COVID-19 on the global economic environment. The estimates include uncertainty and management acknowledges that market conditions are subject to change.

Based on today's assessment of market conditions, management anticipates local currency sales growth in 2021 will be in the range of 10% to 12%, and Adjusted EPS is forecasted to be in the range of $31.45 to $31.90, an increase of 22% to 24%. This compares with previous guidance of Adjusted EPS in the range of $29.20 to $29.80.

For the second quarter of 2021, based on current market conditions, the Company anticipates that local currency sales growth will be in the range of 19% to 21%, and Adjusted EPS is forecasted to be $7.50 to $7.65, a growth rate of 42% to 45%.
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While the Company has provided an outlook for local currency sales growth and Adjusted EPS, it has not provided an outlook for reported sales growth or EPS as it would require an estimate of currency exchange fluctuations and non-recurring items, which are not yet known.

Conclusion

Kaltenbach concluded, "Our end markets have good momentum, and we are ideally positioned to capitalize on this growth potential by leveraging our Spinnaker sales and marketing initiatives, excellent product portfolio and outstanding service offering. The organization continues to demonstrate utmost resilience and agility in reacting and adapting to rapidly changing market conditions. Our focus remains serving our customer needs and gaining market share. We also continue to diligently implement our margin and productivity initiatives, which are important contributors to our results. Execution has always been a competitive advantage, and it is particularly important now given current market dynamics. We believe we can deliver very strong results in 2021."
Other Matters
The Company will host a conference call to discuss its quarterly results today (Thursday, May 6) 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/investors. The presentation referenced in the conference call will be located on the website prior to the call.


METTLER TOLEDO (NYSE: MTD) is a leading global supplier of precision instruments and services. We have strong leadership positions in all of our businesses and believe we hold global number-one market positions in most of them. We are recognized as an innovation leader and our solutions are critical in key R&D, quality control and manufacturing processes for customers in a wide range of industries including life sciences, food and chemicals. Our sales and service network is one of the most extensive in the industry. Our products are sold in more than 140 countries and we have a direct presence in approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved a long-term track record of strong financial performance. For more information, please visit www.mt.com.

Statements in this press release which are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. You should not rely on forward-looking statements to predict our actual results. Our actual results or performance may be materially different than reflected in forward-looking statements because of various risks and uncertainties, including statements about expected revenue growth and long-term impacts of the COVID-19 pandemic. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue.” We make forward-looking statements about future events or our future financial performance, including earnings and sales growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, customer demand, our competitive position, pricing, our supply chain, adequacy of our facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, planned research and development efforts and product introductions, capital expenditures, cash flow, tax-related matters, the impact of foreign currencies, compliance with laws, effects of acquisitions and the impact of the COVID-19 pandemic on our businesses. Our forward-looking statements may not be accurate or complete, and we do not intend to update or revise them in light of actual results. New risks also periodically arise. Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including the uncertain duration and severity of the COVID-19 pandemic. See in particular “Factors Affecting Our Future Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 and other reports filed with the SEC from time to time.


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METTLER-TOLEDO INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except share data)
(unaudited)
Three months ended Three months ended
March 31, 2021 % of sales March 31, 2020 % of sales
Net sales $ 804,390  (a) 100.0 $ 649,162  100.0
Cost of sales 332,694  41.4 274,753  42.3
Gross profit 471,696  58.6 374,409  57.7
Research and development 39,272  4.9 34,387  5.3
Selling, general and administrative 221,752  27.6 198,744  30.6
Amortization 13,884  1.7 13,998  2.2
Interest expense 9,471  1.2 10,219  1.6
Restructuring charges 1,193  0.1 1,905  0.3
Other charges (income), net 710  0.1 (3,343) (0.5)
Earnings before taxes 185,414  23.0 118,499  18.2
Provision for taxes 35,751  4.4 20,384  3.1
Net earnings $ 149,663  18.6 $ 98,115  15.1
Basic earnings per common share:
Net earnings $ 6.41  $ 4.08 
Weighted average number of common shares 23,365,077  24,027,833 
Diluted earnings per common share:
Net earnings $ 6.32  $ 4.03 
Weighted average number of common and common equivalent shares 23,685,665  24,353,477 
Note:
(a) Local currency sales increased 18% as compared to the same period in 2020.
RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING PROFIT
Three months ended Three months ended
March 31, 2021 % of sales March 31, 2020 % of sales
Earnings before taxes $ 185,414  $ 118,499 
Amortization 13,884  13,998 
Interest expense 9,471  10,219 
Restructuring charges 1,193  1,905 
Other charges (income), net 710  (3,343)
Adjusted operating profit $ 210,672  (b) 26.2 $ 141,278  21.8
Note:
(b) Adjusted operating profit increased 49% as compared to the same period in 2020.


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METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
March 31, 2021 December 31, 2020
Cash and cash equivalents $ 106,654  $ 94,254 
Accounts receivable, net 574,418  593,809 
Inventories 321,341  297,611 
Other current assets and prepaid expenses 77,795  71,230 
Total current assets 1,080,208  1,056,904 
Property, plant and equipment, net 780,166  798,868 
Goodwill and other intangible assets, net 939,332  747,055 
Other non-current assets 228,662  211,722 
Total assets $ 3,028,368  $ 2,814,549 
Short-term borrowings and maturities of long-term debt $ 52,505  $ 50,317 
Trade accounts payable 189,289  175,801 
Accrued and other current liabilities 600,015  614,209 
Total current liabilities 841,809  840,327 
Long-term debt 1,561,054  1,284,174 
Other non-current liabilities 422,862  407,373 
Total liabilities 2,825,725  2,531,874 
Shareholders’ equity 202,643  282,675 
Total liabilities and shareholders’ equity $ 3,028,368  $ 2,814,549 















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METTLER-TOLEDO INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
Three months ended
March 31,
2021 2020
Cash flow from operating activities:
Net earnings $ 149,663  $ 98,115 
 Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation 10,943  10,133 
Amortization 13,884  13,998 
Deferred tax benefit (5,068) (3,718)
Other 4,575  4,395 
Decrease in cash resulting from changes in
operating assets and liabilities (15,120) (57,408)
                Net cash provided by operating activities 158,877  65,515 
Cash flows from investing activities:
Purchase of property, plant and equipment (24,605) (18,835)
Acquisitions (185,074) (5,610)
Net hedging settlements on intercompany loans 18,226  (10,008)
                Net cash used in investing activities (191,453) (34,453)
Cash flows from financing activities:
Proceeds from borrowings 827,991  832,268 
Repayments of borrowings (523,146) (551,319)
Proceeds from exercise of stock options 5,049  7,135 
Repurchases of common stock (262,500) (200,000)
Other financing activities (714) (800)
                Net cash provided by financing activities 46,680  87,284 
Effect of exchange rate changes on cash and cash equivalents (1,704) (2,546)
Net increase in cash and cash equivalents 12,400  115,800 
Cash and cash equivalents:
    Beginning of period 94,254  207,785 
    End of period $ 106,654  $ 323,585 
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW
Net cash provided by operating activities $ 158,877  $ 65,515 
Payments in respect of restructuring activities 4,573  1,626 
Payments for acquisition costs 117  — 
Purchase of property, plant and equipment (24,605) (18,835)
Adjusted free cash flow $ 138,962  $ 48,306 

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METTLER-TOLEDO INTERNATIONAL INC.
OTHER OPERATING STATISTICS
SALES GROWTH BY DESTINATION
(unaudited)
Europe Americas Asia/RoW Total
U.S. Dollar Sales Growth
Three Months Ended March 31, 2021 24  % 15  % 37  % 24  %
Local Currency Sales Growth
Three Months Ended March 31, 2021 14  % 14  % 29  % 18  %
RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)
Three months ended
March 31,
2021 2020 % Growth
EPS as reported, diluted $ 6.32  $ 4.03  57%
Purchased intangible amortization, net of tax
0.12  (a) 0.12  (a)
Restructuring charges, net of tax 0.04  (b) 0.06  (b)
Acquisition costs, net of tax 0.10  (c) — 
Income tax expense
(0.02) (d) (0.21) (d)
Adjusted EPS, diluted $ 6.56  $ 4.00  64%
Notes:
(a) Represents the EPS impact of purchased intangibles amortization of $3.8 million ($2.9 million after tax) and $3.7 million ($2.8 million after tax) for the three months ended March 31, 2021 and 2020, respectively.
(b) Represents the EPS impact of restructuring charges of $1.2 million ($1.0 million after tax) and $1.9 million ($1.5 million after tax) for the three months ended March 31, 2021 and 2020, respectively, which primarily include employee related costs.
(c) Represents the EPS impact of acquisition costs of $2.8 million ($2.3 million after tax) for the three months ended March 31, 2021.
(d) Represents the EPS impact of the difference between our quarterly and estimated annual tax rate before non-recurring discrete items during the three months ended March 31, 2021 due to the timing of excess tax benefits associated with stock option exercises.



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