MTS Reports Fiscal 2018 Second Quarter Financial Results

MTS Reports Fiscal 2018 Second Quarter Financial Results

EDEN PRAIRIE, Minn., May 7, 2018 /PRNewswire/ -- MTS Systems Corporation (Nasdaq: MTSC), a leading global supplier of high-performance test systems and sensors, today reported financial results for its fiscal year 2018 second quarter ended March 31, 2018.

SECOND QUARTER FINANCIAL AND OPERATING HIGHLIGHTS

    --  Revenues of $191 million, driven by strong Sensors revenue growth of 17%
        year-over-year
    --  Test service continues momentum with revenue growth of 14%
        year-over-year
    --  Diluted earnings per share of $0.44, a $0.06 year-over-year increase
    --  Strong balance sheet, including cash of $84 million at quarter end
    --  Continued deleveraging of the balance sheet with $34 million of debt
        payments
    --  Declared 145(th) consecutive quarterly dividend of $0.30 per share

FINANCIAL TABLE


                                Three Months Ended                                    Six Months Ended

                     March 31,              April 1,           March 31,             April 1,
                           2018                   2017                 2018                  2017
    (in thousands,
     except per
     share data -
     unaudited)
    --------------

    Revenue                     $191,323                                    $193,424                   $385,485  $392,703

    Revenue %
     increase
     (decrease)(1)       (1.1)%                         41.1%                           (1.8)%          41.5%

    Gross margin          39.1%                         40.8%                            39.6%          38.8%

    Operating margin       8.7%                          8.0%                             8.6%           6.5%

    Net income                    $8,438                                      $7,199                    $41,589    $8,904

    Diluted earnings
     per share             0.44                           0.38                              2.16            0.47

    Adjusted diluted
     earnings per
     share(2)              0.45                           0.67                              2.18            1.23

    Adjusted
     EBITDA(2)           27,526                         33,264                            54,404          64,789

    Cash and cash
     equivalents,
     end of period       84,378                         97,433

    Test backlog,
     end of period      299,296                        298,136

    Total debt, end
     of period          409,733                        460,016


    1              Growth rate in the second
                   quarter of fiscal year 2017
                   reflects the first year of
                   our PCB acquisition from
                   July 5, 2016.

    2              Refer to the "Non-GAAP
                   Financial Measures" section
                   below for discussion on the
                   calculation of these non-
                   GAAP financial measures.

EXECUTIVE COMMENTARY

"We are very pleased with the strength in our Sensors business, which continues to deliver double-digit revenue growth, expanded bottom line performance and increasing momentum with strong orders in our most recent quarter," stated Dr. Jeff Graves, President and Chief Executive Officer. "The breadth of our Sensors product portfolio and the expanded ability to support customers worldwide provides us with the confidence that our Sensors business is in a good rhythm and will continue its strong performance as factory automation, defense programs and industrial markets drive strong demand for our products across our Sensors portfolio."

"The second quarter presented mixed results within our Test business as top line growth in both materials test and service was strong at 7.8% and 14.1%, respectively, but was offset by weak equipment orders in the ground vehicles test sector. The strengths were driven by the rapid expansion of carbon fiber composites into new applications, the need to test materials and components created by 'additive manufacturing' and continuing growth in our service offerings. Our ground vehicles test sector experienced timing shifts of several large orders for automotive test equipment into the third and fourth quarters as our automotive customers re-prioritized capital spending into the development of autonomous vehicles," stated Dr. Graves. "Our Test business continues to be positioned well with our leading technology and product offerings which drive precision, durability and reliability for our customers. We will continue to expand our businesses in our materials and structures test sectors while managing through the volatile ground vehicles environment."

"During the quarter, we announced a restructuring of our Test business in China, one of our fastest growing regions. This investment will result in the closure of two local manufacturing plants, located in Shanghai and Shenzhen, the transfer of production to a state-of-the-art contract manufacturing partner, the consolidation of engineering, sales and service organizations, and reduce the compliance risk profile of our Chinese operations. Demand is growing rapidly in China, particularly for the materials test systems we produce there, and the resulting streamlined operational footprint is expected to support this growth for many years to follow," concluded Dr. Graves.

HIGHLIGHTS FOR THE 2018 SECOND FISCAL QUARTER

Revenue

Revenue was $191.3 million, down $2.1 million or 1.1%, compared to the same quarter in the prior year, driven mainly by a 17.2% increase in our Sensors business being more than offset by lower equipment volume in the ground vehicles sector of our Test business. Our Sensors business generated continued momentum from new opportunities in the Sensors test sector, along with continued growth in the Sensors position sector and broad demand across the remaining Sensors sectors.

Orders

Test orders for the quarter were $105.1 million, a sequential 3.7% decrease over the first quarter of fiscal year 2018 and 4.4% lower than the same prior-year period. The overall decline from the prior year was attributable to shifts in timing of several large custom orders, primarily in vehicles and structures, which are subject to variability in timing of order execution as customers shift investment priorities. Orders for materials test systems and test services were again strong, driven by growth in new advanced materials and additive manufacturing, usage. The Test opportunity pipeline remains robust at $1.0 billion in opportunities over the next 12 months. Test ended the quarter with a backlog of $299.3 million, a 1.9% decline sequentially from the first quarter of fiscal year 2018.

Sensors orders for the quarter were a record $84.2 million, representing a sequential 9.7% increase over the first quarter of fiscal year 2018. This strength was driven by broad demand in the test and position sensors sectors, and all major geographies. Sensors backlog at quarter end was also a record $52.9 million.

Earnings Before Taxes

Earnings before taxes totaled $10.2 million, up $1.5 million compared to the same prior-year period. The increase was mainly due to the non-recurrence of $7.4 million related to the fiscal year 2017 investigation into code of conduct violations in our China Test operations in the prior year and the non-recurrence of prior year acquisition integration expenses, along with strong current year growth in Sensors revenue. Partially offsetting the growth was a decline in Test revenue, driven by lower order volumes and product mix.

Diluted Earnings Per Share

Diluted earnings per share was $0.44 compared to $0.38 in the same prior-year period on net income of $8.4 million and $7.2 million, respectively. Results for the second quarter of fiscal year 2018 included a reduction in the effective tax rate as a result of the U.S. tax reform and lower operating expenses resulting from cost containment measures.

Adjusted EBITDA

Adjusted EBITDA grew to $27.5 million in the second quarter of fiscal year 2018, up 2.4% sequentially from the first quarter of fiscal year 2018. Adjusted EBITDA decreased $5.7 million from the second quarter of fiscal year 2017 primarily due to the decline in Test revenue. A reconciliation of this non-GAAP financial measure to net income, the most directly comparable GAAP financial measure, is provided in Exhibit D of this earnings release.

Capital Structure

During the quarter, we continued to execute on our plan to strengthen our balance sheet. This included debt payments of $34 million during the quarter, $25 million of which was in excess of our mandatory repayment requirements. Our strong cash position and ability to repatriate cash to the United States on favorable terms will further accelerate our deleveraging efforts in the future.

Dividend

The Board of Directors declared a quarterly dividend of $0.30 per share. The dividend was payable on April 2, 2018 to shareholders of record as of the close of business on March 19, 2018. This was our 145(th) consecutive quarterly dividend.

China Restructuring

As disclosed in a Form 8-K filed with the SEC on March 13, 2018, we announced workforce reductions and manufacturing facility closures in our Test segment corresponding to the transfer of production operations in China to a contract manufacturing partner. These changes are designed to increase organizational effectiveness, gain manufacturing efficiencies, provide cost savings that can be reinvested in growth initiatives and reduce the compliance risk profile of our Chinese operations. This action will impact two China Test manufacturing facilities with no changes anticipated in the United States or European operations from this transfer.

During fiscal year 2018, we expect to incur an additional $1.0 million to $2.0 million of pre-tax restructuring costs. We anticipate this restructuring action to be completed by the end of fiscal year 2018 with the majority of cash paid in the first half of fiscal year 2019. The entire restructuring program, which includes the change in operating model, is expected to yield future annualized savings of approximately $5.0 million to $10.0 million.

OUTLOOK

Test Business

We continue to expect the Test business to experience flat to slightly declining revenue, with modest earnings growth, for the full year, with the second half anticipated to perform stronger than the first half of the year. Investments targeted specifically at operational efficiency initiatives and new products will continue throughout fiscal year 2018 given the outlook for Test demand over the next few years.

Overall, the demand outlook in Test for the remainder of the fiscal year remains positive as compared to the first half of the year. We believe this demand will be driven heavily by the increased use of additive manufacturing and composites in the materials sector and vehicle light-weighting. We are also pleased with the demand for our core durability products, as civil structural and aerospace testing continues to grow. The challenging headwind in the ground vehicles sector continues to weigh on our near-term results; however, we expect more solidification of OEM investments in the second half of fiscal year 2018 and into fiscal year 2019.

Sensors Business

Strong demand in the Sensors business is anticipated to continue in the second half of fiscal year 2018 across all sectors, driven by new products across all major markets and geographies. Continued realization of synergies, related to both operational efficiencies and revenue growth, is expected over the next several years as a result of integration efforts being substantially complete. This combination of positive factors is expected to yield strong, double-digit top line growth, along with gross margin and Adjusted EBITDA expansion for the Sensors business in the second half of fiscal year 2018.

Consolidated

Based on these factors, we reaffirm our expected outlook for fiscal year 2018 which includes the following:


    Metric                                            Outlook
    ------                                            -------

    Revenue                                $780 million to $820 million

    Adjusted EBITDA                        $120 million to $140 million

    Diluted earnings per
     share                                               $3.55 to $3.85

Our diluted earnings per share reflects the adoption of the Tax Cuts and Jobs Act of 2017 and restructuring charges of $1.0 million to $3.0 million primarily related to the consolidation of our Test operations in China. We anticipate our effective tax rate, excluding discrete tax items, to be 16-19% in fiscal year 2018.

A reconciliation of Adjusted EBITDA, a non-GAAP measure, to net income, the most directly comparable GAAP financial measure, is included in Exhibit E of this earnings release.

SECOND QUARTER CONFERENCE CALL

A conference call will be held on May 8, 2018 (tomorrow), at 10:00 a.m. ET (9:00 a.m. CT). Dr. Jeff Graves, President and Chief Executive Officer, and Brian Ross, Senior Vice President and Chief Financial Officer, will host the call, which will include a question and answer session after prepared remarks.

Call toll free +1-800-289-0438 (international toll +1-323-794-2423) and reference the conference pass code "4699933". Telephone replay will be available at 1:00 p.m. ET following the call until 1:00 p.m. ET, May 15, 2018. Call toll free +1-888-203-1112 and reference the conference pass code "4699933".

A transcript of the call can also be accessed from the MTS website at http://investor.mts.com beginning on May 9, 2018.

ABOUT MTS SYSTEMS CORPORATION

MTS Systems Corporation's testing hardware, software and services solutions help customers accelerate and improve their design, development and manufacturing processes and are used for determining the mechanical behavior of materials, products and structures. MTS's high-performance sensors provide controls for a variety of applications measuring motion, pressure, position, force and sound. MTS had 3,500 employees as of September 30, 2017 and revenue of $788 million for the fiscal year ended September 30, 2017. Additional information on MTS can be found at www.mts.com.

NON-GAAP FINANCIAL MEASURES

We believe that disclosing adjusted diluted earnings per share, which is diluted earnings per share excluding the impact from restructuring, acquisition integration expenses, acquisition inventory fair value adjustment and China investigation expenses is useful to investors as a measure of operating performance. We use this as one measure to monitor and evaluate operating performance. Adjusted diluted earnings per share is a financial measure that does not reflect United States Generally Accepted Accounting Principles (GAAP). We calculate this measure by adding back the after-tax effect of the restructuring expenses, acquisition integration expenses, acquisition inventory fair value adjustment and China investigation expenses to net income and dividing the result by the diluted weighted average shares outstanding.

We believe that disclosing earnings before interest, taxes, depreciation and amortization (EBITDA) and EBITDA excluding the impact from stock-based compensation, restructuring expenses, acquisition integration expenses, acquisition inventory fair value adjustment and China investigation expenses (Adjusted EBITDA) is useful to investors as a measure of leverage and operating performance. We use these measures to monitor and evaluate leverage and operating performance. EBITDA and Adjusted EBITDA are financial measures that do not reflect GAAP. We calculate EBITDA by adding back interest, taxes, depreciation and amortization expense to net income. Adjusted EBITDA is calculated by adding back stock-based compensation, restructuring expenses, acquisition integration expenses, acquisition inventory fair value adjustment and China investigation expenses to EBITDA.

Investors should consider these non-GAAP financial measures in addition to, not as a substitute for or better than, financial measures prepared in accordance with GAAP. Reconciliations of the components of these measures to the most directly comparable GAAP financial measures are included in Exhibits B, C, D and E of this earnings release.

FORWARD-LOOKING STATEMENTS

This release contains "forward-looking statements" made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that are subject to certain risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from historical results and those presently anticipated or projected. Statements made under the heading "Outlook" are forward-looking statements, and words such as "may," "will," "should," "expects," "intends," "projects," "plans," "believes," "estimates," "targets," "anticipates," and similar expressions identify forward-looking statements in other parts of the release. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions, statements about the opportunities and outlook for our Sensors and Test sectors and other statements that are not historical facts. These statements are based on MTS's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Risks, uncertainties and assumptions that could cause MTS's actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, those described in the "Risk Factors" section of MTS's most recent Form 10-K filed with the Securities and Exchange Commission ("SEC") and updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. The reports referenced above are available on MTS's website at www.mts.com or on the SEC's website at www.sec.gov. Forward-looking statements speak only as of the date on which statements are made, and MTS undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events or circumstances.


                                                                           MTS SYSTEMS CORPORATION

                                                                 Condensed Consolidated Statements of Income

                                                              (unaudited - in thousands, except per share data)


                                   Three Months Ended                                      Six Months Ended
                                   ------------------                                      ----------------

                          March 31,                 April 1,                March 31,                 April 1,
                                2018                      2017                      2018                      2017
                                ----                      ----                      ----                      ----


    Revenue                             $191,323                                           $193,424                  $385,485  $392,703

    Cost of sales            116,498                               114,568                                232,732      240,383
                             -------                               -------                                -------      -------

     Gross profit             74,825                                78,856                                152,753      152,320
                              ------                                ------                                -------      -------

     Gross margin              39.1%                                40.8%                                 39.6%       38.8%


    Operating expenses

     Selling, general and
      administrative          49,589                                54,183                                102,179      108,676

     Research and
      development              8,626                                 9,261                                 17,467       17,942
                               -----                                 -----                                 ------       ------

       Total operating
        expenses              58,215                                63,444                                119,646      126,618
                              ------                                ------                                -------      -------


    Income from
     operations               16,610                                15,412                                 33,107       25,702
                              ------                                ------                                 ------       ------

     Operating margin           8.7%                                 8.0%                                  8.6%        6.5%


    Interest expense, net    (6,708)                              (7,418)                              (13,512)    (14,698)

    Other income
     (expense), net              274                                   666                                     51        (163)
                                 ---                                   ---                                    ---         ----


    Income before income
     taxes                    10,176                                 8,660                                 19,646       10,841

    Income tax provision
     (benefit)                 1,738                                 1,461                               (21,943)       1,937
                               -----                                 -----                                -------        -----

    Net income                            $8,438                                             $7,199                   $41,589    $8,904
                                          ======                                             ======                   =======    ======


    Earnings per share

     Basic

       Earnings per share                  $0.44                                              $0.38                     $2.17     $0.47

       Weighted average
        common shares
        outstanding           19,150                                19,016                                 19,137       18,992
                              ======                                ======                                 ======       ======


     Diluted

       Earnings per share                  $0.44                                              $0.38                     $2.16     $0.47

       Weighted average
        common shares
        outstanding           19,273                                19,109                                 19,258       19,095
                              ======                                ======                                 ======       ======


                                                   MTS SYSTEMS CORPORATION

                                            Condensed Consolidated Balance Sheets

                                      (unaudited - in thousands, except per share data)


                                                                    March 31,                      September 30,
                                                                                  2018                       2017
                                                                                  ----                       ----

     ASSETS

     Current assets

     Cash and cash equivalents                                                             $84,378                  $108,733

     Accounts receivable, net                                                  118,593                    123,994

     Unbilled accounts receivable,
      net                                                                       60,729                     76,914

     Inventories, net                                                          143,487                    127,728

     Other current assets                                                       25,227                     19,880
                                                                                ------                     ------

     Total current assets                                                      432,414                    457,249
                                                                               -------                    -------


     Property and equipment, net                                                95,573                     99,930

     Goodwill                                                                  370,513                    369,762

     Intangible assets, net                                                    250,470                    255,079

     Other long-term assets                                                      6,951                      7,672
                                                                                 -----                      -----

     Total assets                                                                       $1,155,921                $1,189,692
                                                                                        ==========                ==========


     LIABILITIES AND SHAREHOLDERS' EQUITY


     Current liabilities

       Current maturities of long-
        term debt, net                                                                     $53,210                   $39,095

       Accounts payable                                                         47,394                     47,515

       Advance payments from
        customers                                                               83,039                     76,712

       Other accrued liabilities                                                73,422                     84,067
                                                                                ------                     ------

       Total current liabilities                                               257,065                    247,389
                                                                               -------                    -------


     Long-term debt, less current
      maturities                                                               356,523                    418,544

     Other long-term liabilities                                                70,103                     94,982
                                                                                ------                     ------

     Total liabilities                                                         683,691                    760,915
                                                                               -------                    -------


     Shareholders' equity

     Common stock, $0.25 par; 64,000 shares authorized:

    17,792 and 17,760 shares
     issued and outstanding as of
     March 31, 2018 and September
     30, 2017, respectively                                                      4,448                      4,440

     Additional paid-in capital                                                166,757                    163,632

     Retained earnings                                                         292,200                    261,258

     Accumulated other
      comprehensive income (loss)                                                8,825                      (553)
                                                                                 -----                       ----

     Total shareholders' equity                                                472,230                    428,777
                                                                               -------                    -------

     Total liabilities and
      shareholders' equity                                                              $1,155,921                $1,189,692
                                                                                        ==========                ==========


                                                      Exhibit A

                                               MTS SYSTEMS CORPORATION

                                            Segment Financial Information

                                              (unaudited - in thousands)



                                         Three Months Ended
                                         ------------------

                              March 31,                April 1,               % Variance
                                    2018                     2017
                                    ----                     ----

    Test Segment
    ------------

    Revenue                                $110,238                                       $123,840        (11)%

    Cost of sales                 76,011                               79,106                        (4)%
                                  ------                               ------                         ---

    Gross profit                  34,227                               44,734                       (23)%
                                  ------                               ------                        ----

    Gross margin                   31.0%                               36.1%


    Operating expenses            30,932                               38,367                       (19)%
                                  ------                               ------                        ----


    Income from
     operations                              $3,295                                         $6,367        (48)%
                                             ======                                         ======         ====


    Sensors Segment
    ---------------

    Revenue                                 $81,542                                        $69,584          17%

    Cost of sales                 40,922                               35,462                         15%
                                  ------                               ------                         ---

    Gross profit                  40,620                               34,122                         19%
                                  ------                               ------                         ---

    Gross margin                   49.8%                               49.0%


    Operating expenses            27,283                               25,077                          9%
                                  ------                               ------                         ---


    Income (loss) from
     operations                             $13,337                                         $9,045          47%
                                            =======                                         ======          ===


    Intersegment Eliminations
    -------------------------

    Revenue                                  $(457)                                    $            -

    Cost of sales                  (435)                                   -
                                    ----                                  ---

    Gross profit                    (22)                                   -
                                     ---                                  ---


    Income (loss) from
     operations                               $(22)                                    $            -
                                               ====                                   ===          ===


    Total Company
    -------------

    Revenue                                $191,323                                       $193,424         (1)%

    Cost of sales                116,498                              114,568                          2%
                                 -------                              -------                         ---

    Gross profit                  74,825                               78,856                        (5)%
                                  ------                               ------                         ---

    Gross margin                   39.1%                               40.8%


    Operating expenses            58,215                               63,444                        (8)%
                                  ------                               ------                         ---


    Income from
     operations                             $16,610                                        $15,412           8%
                                            =======                                        =======          ===


                                                                                          Exhibit B

                                                                                   MTS SYSTEMS CORPORATION

                                                    Reconciliation of Earnings Per Share Excluding Restructuring, Acquisition Integration

                                                                               and China Investigation Expenses

                                                                      (unaudited - in thousands, except per share data)



                                                                   Three Months Ended
                                                                   ------------------

                                               March 31, 2018                                       April 1, 2017
                                               --------------                                       -------------

                                    Pre-Tax    Tax       Net                 Pre-Tax     Tax        Net

    Net income                               $10,176                           $1,738                           $8,438                         $8,660   $1,461  $7,199

    Restructuring expenses
     1                                   362                 92                    270                              381                   134       247

    Acquisition
     integration
     expenses(2)                           -                 -                     -                             690                   188       502

    China investigation
     expenses(2)                           -                 -                     -                           6,759                 1,827     4,932
                                         ---               ---                   ---                           -----                 -----     -----

    Adjusted net income 3                    $10,538                           $1,830                           $8,708                        $16,490   $3,610 $12,880
                                             =======                           ======                           ======                        =======   ====== =======


    Weighted average diluted common
     shares outstanding                               19,273                                                 19,109


    Diluted earnings per
     share                                     $0.53                            $0.09                            $0.44                          $0.45    $0.07   $0.38

    Impact of
     restructuring
     expenses                           0.02               0.01                   0.01                             0.02                  0.01      0.01

    Impact of acquisition
     integration expenses                  -                 -                     -                            0.04                  0.01      0.03

    Impact of China
     investigation
     expenses                              -                 -                     -                            0.35                  0.10      0.25
                                         ---               ---                   ---                            ----                  ----      ----

    Adjusted diluted
     earnings per share(3)                     $0.55                            $0.10                            $0.45                          $0.86    $0.19   $0.67
                                               =====                            =====                            =====                          =====    =====   =====


    (1)          In determining the tax impact of
                 restructuring expenses, we
                 applied the statutory rate in
                 effect for each jurisdiction
                 where restructuring expenses
                 were incurred.

    (2)          In determining the tax impact of
                 acquisition integration and
                 China investigation expenses,
                 we applied a U.S. effective
                 income tax rate before discrete
                 items to these expenses.

    (3)          Denotes non-GAAP financial
                 measure.


                                                                                                          Exhibit C

                                                                                                   MTS SYSTEMS CORPORATION

                                                                    Reconciliation of Earnings Per Share Excluding Restructuring, Acquisition Integration

                                                                         Acquisition Inventory Fair Value Adjustment and China Investigation Expenses

                                                                                      (unaudited - in thousands, except per share data)



                                                                                 Six Months Ended
                                                                                 ----------------

                                                        March 31, 2018                                               April 1, 2017
                                                        --------------                                               -------------

                                           Pre-Tax    Tax        Net                    Pre-Tax       Tax          Net

    Net income                                      $19,646                             $(21,943)                             $41,589                            $10,841    $1,937   $8,904

    Restructuring expenses
     1                                          608                  154                       454                                  944                      330        614

    Acquisition
     integration
     expenses(2)                                  -                   -                        -                               2,378                      624      1,754

    Acquisition inventory
     fair value
     adjustment(2)                                -                   -                        -                               7,724                    1,993      5,731

    China investigation
     expenses(2)                                  -                   -                        -                               8,735                    2,337      6,398
                                                ---                 ---                      ---                               -----                    -----      -----

    Adjusted net income 3                           $20,254                             $(21,789)                             $42,043                            $30,622    $7,221  $23,401
                                                    =======                              ========                              =======                            =======    ======  =======


    Weighted average diluted common shares
     outstanding                                               19,258                                                        19,095


    Diluted earnings per
     share                                            $1.02                               $(1.14)                               $2.16                              $0.57     $0.10    $0.47

    Impact of
     restructuring
     expenses                                  0.03                 0.01                      0.02                                 0.05                     0.02       0.03

    Impact of acquisition
     integration expenses                         -                   -                        -                                0.12                     0.03       0.09

    Impact of acquisition
     inventory fair value
     adjustment                                   -                   -                        -                                0.40                     0.10       0.30

    Impact of China
     investigation
     expenses                                     -                   -                        -                                0.46                     0.12       0.34
                                                ---                 ---                      ---                                ----                     ----       ----

    Adjusted diluted
     earnings per share 3                             $1.05                               $(1.13)                               $2.18                              $1.60     $0.37    $1.23
                                                      =====                                ======                                =====                              =====     =====    =====


    (1)          In determining the tax impact of
                 restructuring expenses, we
                 applied the statutory rate in
                 effect for each jurisdiction
                 where restructuring expenses
                 were incurred.

    (2)          In determining the tax impact of
                 acquisition integration,
                 acquisition inventory fair
                 value adjustment and China
                 investigation expenses, we
                 applied a U.S. effective income
                 tax rate before discrete items
                 to these expenses.

    (3)          Denotes non-GAAP financial
                 measure.


                                                            Exhibit D

                                                     MTS SYSTEMS CORPORATION

                                   Reconciliation of EBITDA and Adjusted EBITDA to Net Income

                                                   (unaudited - in thousands)



                                    Three Months Ended                                      Six Months Ended
                                    ------------------                                      ----------------

                         March 31, 2018                April 1, 2017                March 31, 2018           April 1, 2017
                         --------------                -------------                --------------           -------------

    Net income                                $8,438                                         $7,199                           $41,589  $8,904

    Income tax provision
     (benefit)                    1,738                         1,461                       (21,943)                   1,937

    Interest expense,
     net                          6,708                         7,418                         13,512                   14,698

    Depreciation and
     amortization                 8,612                         8,440                         17,348                   16,832
                                  -----                         -----                         ------                   ------

    EBITDA(1)                    25,496                        24,518                         50,506                   42,371


    Stock-based
     compensation                 1,668                           916                          3,290                    2,637

    Restructuring
     expenses                       362                           381                            608                      944

    Acquisition
     integration
     expenses                         -                          690                              -                   2,378

    Acquisition
     inventory fair
     value adjustment                 -                            -                             -                   7,724

    China investigation
     expenses                         -                        6,759                              -                   8,735
                                    ---                        -----                            ---                   -----

    Adjusted EBITDA(1)                       $27,526                                        $33,264                           $54,404 $64,789
                                             =======                                        =======                           ======= =======


    (1)          Denotes
                 non-GAAP
                 financial
                 measure.


                                         Exhibit E

                                  MTS SYSTEMS CORPORATION

            Reconciliation of EBITDA and Adjusted EBITDA to Net Income - Outlook

                                 (unaudited - in thousands)


                                                  Twelve Months Ending
                                                --------------------

                                                 September 29, 2018
                                                 ------------------

                                               Low         High
                                               ---         ----

    Net income                                            $68,500                 $74,500

    Income tax
     provision
     (benefit)                               (18,500)                (15,000)

    Interest expense,
     net                                       25,500                   28,500

    Depreciation and
     amortization                              36,000                   38,000
                                               ------                   ------

    EBITDA(1)                                            $111,500                $126,000


    Stock-based
     compensation and
     restructuring
     expenses                                   8,500                   14,000
                                                -----                   ------

    Adjusted EBITDA(1)                                   $120,000                $140,000
                                                         ========                ========


    (1)          Denotes non-GAAP
                 financial measure.

CONTACT: Brian Ross, Senior Vice President and Chief Financial Officer, brian.ross@mts.com, (952) 937-4000

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SOURCE MTS Systems Corporation