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: October 15, 2001
Mettler-Toledo International Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13595 13-3668641
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
Im Langacher, P.O. Box MT-100
CH 8606 Greifensee, Switzerland
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(Address of principal executive offices)
Registrant's telephone number, including area code: 41-1-944-22-11
ITEM 5. OTHER MATTERS
On October 14, 2001, Mettler-Toledo International Inc., a Delaware
corporation (the "Registrant"), announced that it had entered into a
definitive agreement with Rainin Instrument Company, Inc., a Massachusetts
corporation, Mr. Kenneth Rainin and Mettler-Toledo, Inc., a wholly owned
subsidiary of the Registrant, whereby Mettler-Toledo, Inc. would acquire all
of the issued and outstanding membership units of Rainin Instrument
Company, LLC, a Delaware limited liability company for a cash purchase
price of $147,892,038 plus 3,388,132 shares of the Registrant's common
stock, plus an additional contingent payment, if any, of up to $60,000,000.
Up to half of any additional contingent payment may be paid in shares of
the Registrant's common stock and the remainder will be paid in cash. The
acquisition is subject to certain customary closing conditions including
receipt of antitrust and other regulatory approvals.
The press release issued by the Registrant on October 14, 2001
announcing the proposed acquisition is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
A. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
At the time this Report on Form 8-K was filed with the Securities and
Exchange Commission, it was impracticable to provide the required financial
statements of Rainin Instrument Company, LLC. The required historical
financial statements will be filed by amendment as soon as practicable in
compliance with Item 7(a)(4) of Form 8-K.
B. PRO FORMA FINANCIAL INFORMATION
The Unaudited Pro Forma Combined Financial Statements required by this
Item are included on pages 3 through 8 of this Form 8-K.
METTLER-TOLEDO INTERNATIONAL INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The Unaudited Pro Forma Combined Financial Statements have been
prepared to give effect to the proposed acquisition of Rainin Instrument
Company, LLC ("Rainin") by Mettler-Toledo International Inc.
("Mettler-Toledo" or the "Company") as of June 30, 2001 for the balance
sheet, and for the beginning of the periods ended June 30, 2001 and
December 31, 2000 for the respective statements of operations. The Rainin
historical financial information was derived from unaudited financial
information provided by the seller.
The pro forma data reflects adjustments directly related to the
proposed acquisition, and does not include adjustments that may arise as a
consequence of the acquisition. Accordingly, the Unaudited Pro Forma
Combined Financial Statements do not purport to be indicative of what the
Company's combined financial position or combined results of operations
would actually have been had the proposed acquisition been completed on
such date or the beginning of the periods indicated or to project the
Company's combined results of operations for any future period.
The proposed acquisition has been accounted for under the purchase
method of accounting. Under the purchase method of accounting, tangible and
intangible assets acquired and liabilities assumed are recorded at their
estimated fair values. The Company has accounted for these estimated fair
values and related useful lives based primarily on a preliminary valuation
by an independent third party which is subject to final valuation
adjustments. The excess of the total acquisition purchase price over the
net assets acquired is classified as goodwill and is not amortized in
accordance with current generally accepted accounting principles.
METTLER-TOLEDO INTERNATIONAL INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 2001
(IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS NOT
ACQUIRED
HISTORICAL HISTORICAL FROM PRO FORMA PRO FORMA
METTLER-TOLEDO RAININ RAININ (a) ADJUSTMENTS COMBINED
ASSETS
Current assets:
Cash and cash equivalents $ 23,212 $ 4,482 $ - $ - $ 27,694
Trade accounts receivable, less allowances 210,031 9,724 - - 219,755
Inventories, net 137,412 12,346 - - 149,758
Other current assets and prepaid expenses 40,636 279 - - 40,915
--------------- ------------- ------------ ------------- ------------
Total current assets 411,291 26,831 - - 438,122
Property, plant and equipment, net 182,988 8,025 (2,827) - 188,186
Excess of cost over net assets acquired, net 221,023 944 - 147,649 (b) 368,672
(944) (d)
Identified intangible assets - 127,074 (b) 127,074
Other assets 39,982 8,795 (8,240) - 40,537
--------------- ------------- ------------ ------------- ------------
Total assets $ 855,284 $ 44,595 $(11,067) $ 273,779 $ 1,162,591
=============== ============= ============ ============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 67,898 $ 1,023 $ - $ - $ 68,921
Accrued and other liabilities 111,635 3,355 - 8,500 (e) 123,490
Accrued compensation and related items 38,788 - - - 38,788
Taxes payable 65,618 203 - - 65,821
Short-term borrowings and current maturities
of long-term debt 49,930 - - - 49,930
--------------- ------------- ------------ ------------- ------------
Total current liabilities 333,869 4,581 - 8,500 346,950
Long term debt 200,493 - - 149,892 (c) 350,385
Non-current deferred taxes 22,939 - - - 22,939
Other non-current liabilities 96,366 - - - 96,366
--------------- ------------- ------------ ------------- ------------
Total liabilities 653,667 4,581 - 158,392 816,640
Shareholders' equity:
Preferred stock, $0.01 par value per share;
authorized 10,000,000 shares - - - - -
Common stock, $0.01 par value per share;
authorized 125,000,000 shares 400 - - 34 (c) 434
Additional paid-in capital 303,494 - - 144,300 (c) 447,794
Accumulated deficit (47,127) - - - (47,127)
Accumulated other comprehensive loss (55,150) - - - (55,150)
Historical Rainin equity 40,014 (11,067) (28,947) (d) -
--------------- ------------- ------------ ------------- ------------
Total shareholders' equity 201,617 40,014 (11,067) 115,387 345,951
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Commitments and contingencies
Total liabilities and shareholders' equity $ 855,284 $ 44,595 $(11,067) $ 273,779 $ 1,162,591
=============== ============= ============ ============= ============
The accompanying notes are an integral part of these pro forma
combined financial statements.
METTLER-TOLEDO INTERNATIONAL INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2001
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL HISTORICAL PRO FORMA PRO FORMA
METTLER-TOLEDO RAININ ADJUSTMENTS COMBINED
Net sales $ 544,677 $ 38,517 $ (1,248) (f) $ 582,341
395 (e)
Cost of sales 299,518 14,071 (517) (f) 313,722
650 (g)
---------------- ------------- ------------- -------------
Gross profit 245,159 24,446 (986) 268,619
Research and development 30,310 1,621 - 31,931
Selling, general and administrative 144,124 10,347 (125) (f) 154,607
(189) (e)
200 (i)
250 (g)
Amortization 6,237 - 1,537 (h) 7,774
Interest expense 9,346 - 4,485 (c) 13,831
Other charges, net 15,297 15 (200) (i) 15,112
---------------- ------------- ------------- -------------
Earnings before taxes and
minority interest 39,845 12,463 (6,944) 45,364
Provision for taxes 18,665 - 2,208 (j) 20,873
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Net earnings $ 21,180 $ 12,463 $ (9,152) $ 24,491
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Basic earnings per common share:
Net earnings $ 0.53 $ 0.57
Weighted average number of common shares 39,914,687 3,388,132 (c) 43,302,819
Diluted earnings per common share:
Net earnings $ 0.50 $ 0.53
Weighted average number of common shares 42,505,268 3,388,132 (c) 45,893,400
The accompanying notes are an integral part of these pro forma
combined financial statements.
METTLER-TOLEDO INTERNATIONAL INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL HISTORICAL PRO FORMA PRO FORMA
METTLER-TOLEDO RAININ ADJUSTMENTS COMBINED
Net sales $1,095,547 $ 66,033 $ (2,417) (f) $1,159,129
(34) (e)
Cost of sales 600,185 25,051 (1,020) (f) 625,516
1,300 (g)
------------- ------------- ------------- -------------
Gross profit 495,362 40,982 (2,731) 533,613
Research and development 56,334 - 2,769 (i) 59,103
Selling, general and administrative 296,187 20,346 (2,769) (i) 315,059
(242) (f)
37 (e)
1,200 (g)
300 (i)
Amortization 11,564 - 3,075 (h) 14,639
Interest expense 20,034 - 8,970 (c) 29,004
Other charges, net 2,638 1,764 (300) (i) 4,102
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Earnings before taxes and
minority interest 108,605 18,872 (15,771) 111,706
Provision for taxes 38,510 839 401 (j) 39,750
Minority interest (24) - - (24)
------------- ------------- ------------- -------------
Net earnings $ 70,119 $ 18,033 $ (16,172) $ 71,980
============= ============= ============= =============
Basic earnings per common share:
Net earnings $ 1.80 $ 1.70
Weighted average number of common shares 38,897,879 3,388,132 (c) 42,286,011
Diluted earnings per common share:
Net earnings $ 1.66 $ 1.58
Weighted average number of common shares 42,141,548 3,388,132 (c) 45,529,680
The accompanying notes are an integral part of these pro forma
combined financial statements.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE PRO FORMA COMBINED FINANCIAL STATEMENTS
(In thousands, except per share data)
(a) Represents the elimination of certain historical non-current assets
that have not been acquired by the Company.
(b) Represents the preliminary allocation of the excess of the purchase
price over the estimated assets and liabilities acquired. The actual
allocation of the purchase price may differ from that reflected in the
Unaudited Pro Forma Combined Financial Statements after completion of
valuations performed as of the date of the acquisition. The
preliminary allocation is as follows:
TOTAL PURCHASE PRICE:
Shares of Mettler-Toledo common stock to be issued 3,388,132
Price per share* $ 42.60
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Value of Mettler-Toledo common stock to be issued $ 144,334
Cash paid to seller 147,892
Estimated Mettler-Toledo transaction costs 2,000
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Total purchase price 294,226
APPLICATION OF CONSIDERATION TO ACQUIRED ASSETS:
Historical Rainin net assets acquired, adjusted for
the elimination of existing goodwill of $944 (28,003)
Fair value adjustments relating to:
Accrual for trade-in liability 8,500
Customer relationships (67,383)
Technology - patents (17,352)
Intellectual property license (19,905)
Tradename (22,434)
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Preliminary goodwill $147,649
===============
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* Based on the average 5 days closing price before the announcement of the
acquisition.
(c) Adjustments pertaining to financing the total acquisition purchase
price of $294.2 million include additional borrowings of $149.9
million and related interest expense under the Company's existing
credit facilities at an assumed interest rate of 6% per annum, and the
issuance of approximately 3.4 million shares of Mettler-Toledo common
stock at a fair market value of $144.3 million.
Pursuant to the acquisition agreement, the Company may be required to
make additional earn-out payments of up to $60.0 million. Up to half
of any additional contingent payment will be paid in shares of the
Company's common stock and the remainder will be paid in cash.
METTLER-TOLEDO INTERNATIONAL INC.
NOTES TO THE PRO FORMA COMBINED FINANCIAL STATEMENTS
(CONTINUED)
(In thousands, except per share data)
(d) Represents the elimination of Rainin's historical equity and net
goodwill of $944.
(e) Reflects an adjustment to account for Rainin's trade-in program on an
accrual basis to conform with the Company's accounting principles.
(f) Represents an adjustment to eliminate sales, cost of sales and
selling, general and administrative expense associated with pipette
sales that are purchased from a direct competitor of Rainin that will
be terminated as a result of the transaction.
(g) Represents the incremental rent and other related costs for certain of
Rainin's facilities on the post-transaction negotiated "arms length"
basis.
(h) Reflects an adjustment to amortize identifiable intangible assets on a
straight-line basis over periods ranging from 11-45 years.
(i) Reflects a reclassification to conform with the Company's financial
statement presentation.
(j) Reflects the tax effect on Rainin's historical financial results and
pro forma adjustments at the combined U.S. federal and state statutory
tax rate of 40%, as if the transaction had occurred at the beginning
of each period presented. Since Rainin was organized as a Subchapter S
Corporation of the Internal Revenue Code, the Company's historical
statements make no provisions for federal income taxes and for certain
state income taxes where a Subchapter S election has been made.
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C. EXHIBITS
A copy of the press release announcing the acquisition is attached
hereto as Exhibit 99.1 and incorporated by reference.
SIGNATURE
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.
(Registrant)
Dated: October 15, 2001 By: /S/ WILLIAM P. DONNELLY
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William P. Donnelly
Vice President and
Chief Financial Officer