MTS Reports Fiscal 2019 Second Quarter Financial Results

EDEN PRAIRIE, Minn., May 6, 2019 /PRNewswire/ -- MTS Systems Corporation (Nasdaq: MTSC), a leading global supplier of high-performance test systems, motion simulators and sensors, today reported financial results for its fiscal year 2019 second quarter ended March 30, 2019.

SECOND QUARTER FINANCIAL AND OPERATING HIGHLIGHTS

    --  Revenue of $233.0 million, reflecting the highest revenue-producing
        quarter in the history of MTS, including record revenue in both Test &
        Simulation and Sensors
    --  GAAP diluted earnings per share of $0.73, an increase of $0.29 or 66%
        year-over-year
    --  Net income margins of 6.1% for the quarter, a year-over-year increase of
        167 basis points
    --  Adjusted EBITDA margins of 16.1% for the quarter, a year-over-year
        increase of 172 basis points
    --  Backlog of $493.5 million, a year-over-year increase of 40%
    --  Declared 149(th) consecutive quarterly dividend

FINANCIAL TABLE


                                         
      Three Months Ended                                             
           Six Months Ended


        (in thousands,
         except per
         share data -
         unaudited)      
        March 30,               
            March 31,                 
     March 30,               
            March 31,
                                   2019                              2018                         2019                              2018

    ---


       Revenue                         $
      233,046                                                    $
      191,323                       $
           436,227  $
      385,485


        Revenue %
         increase
         (decrease)(1)     21.8
          %                                   (1.1)
          %                                  13.2
          %      (1.8)
         %


        Gross margin       37.5
          %                                    39.1
          %                                  38.0
          %       39.6
         %


        Operating margin   10.4
          %                                     8.7
          %                                   9.7
          %        8.6
         %


        Earnings before
         taxes                           $
      17,076                                                     $
      10,176                        $
           28,273   $
      19,646


        Net income               14,160                                            8,438                                         24,661             41,589


        Diluted earnings
         per share                 0.73                                             0.44                                           1.27               2.16


        Adjusted diluted
         earnings per
         share(2)                  0.76                                             0.45                                           1.36               2.18


        Adjusted
         EBITDA(2)               37,554                                           27,526                                         67,656             54,404


        Cash and cash
         equivalents,
         end of period           74,122                                           84,378


        Backlog, end of
         period                 493,468                                          352,172


        Total debt, end
         of period              464,420                                          409,733




     
     
     1 Revenue growth rates in fiscal
             year 2019 reflect the acquisition
             of E2M Technologies B.V. that
             occurred on November 21, 2018.



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

EXECUTIVE COMMENTARY - DR. JEFF GRAVES, PRESIDENT AND CHIEF EXECUTIVE OFFICER

"Our second quarter performance was strong on virtually all key metrics, as we continue to successfully execute on our growth, diversification and operational efficiency strategies. From a top-line perspective, we delivered over 21% revenue growth, supported by record revenues in both our Test & Simulation and Sensors businesses.

From a profitability perspective, we continue to focus intensely on our cost structure and operational efficiency initiatives, which contributed to a 68% increase in net income, with margins rising to 6.1% for the quarter, and a 36% increase in Adjusted EBITDA, equating to a margin of 16.1% for the quarter. This strong performance supported our continuing investments in the business, further deleveraging of our balance sheet and a continued return of cash to our shareholders through our dividend.

Given the volume and quality of the orders we experienced in the first half of our fiscal year and our significant backlog position, we remain confident in our ability to deliver on our strategy of growth and expanded profitability in fiscal year 2019 and beyond."

HIGHLIGHTS FOR THE 2019 SECOND FISCAL QUARTER

Revenue

Revenue was $233.0 million, up 21.8% compared to the same prior year period, driven by record revenue in Test & Simulation, which included equipment volume growth in all sectors, a full quarter contribution from the acquisition of E2M, which closed in the first quarter of fiscal year 2019, and continued growth in our Test services activities. Sensors experienced broad demand across all market sectors, as well as the initial ramp-up in volume associated with the U.S. Department of Defense contract, which combined to deliver a record revenue quarter for this business as well.

Orders

Test & Simulation orders for the quarter were $132.1 million, up 25.6% compared to the same prior year period, driven primarily by a large order in the ground vehicles sector of our Test & Simulation business, increased demand across the structures and simulation sectors, and strong growth in the Americas region.

Sensors orders for the quarter were $79.4 million, a 5.7% decrease over the same prior year period. This decline was primarily driven by weakness in the European and Asian regions specific to our Sensors position and systems sectors, partially offset by solid demand in the Americas region of our Sensors position sector and orders growth in our Sensors industrial sector from a slight rebound in the energy market.

Backlog

Backlog remained very strong at $493.5 million, up 40.1% from the same prior year period. Sequentially from the first quarter of fiscal year 2019, backlog was down 4.1% from our all-time high of $514.7 million as we saw a high-level of conversion to revenue on outstanding projects within the quarter.

Earnings Before Taxes

Earnings before taxes of $17.1 million was up $6.9 million compared to the same prior year period. This earnings increase was driven by growth in Test & Simulation gross profit, partially offset by higher operating expenses in both businesses and $0.5 million acquisition inventory fair value adjustment related to the acquisition of E2M.

Net Income and Diluted Earnings Per Share

Diluted earnings per share was $0.73 compared to $0.44 in the same prior year period on net income of $14.2 million and $8.4 million, respectively. The $0.29 increase was primarily driven by growth in Test & Simulation gross profit. Second quarter of fiscal year 2019 results were impacted by $0.03 of non-recurring costs associated with the acquisition inventory fair value adjustment and acquisition-related expenses. Similarly, results for the second quarter of fiscal year 2018 include a $0.01 impact for non-recurring restructuring expense. Adjusting for these items, adjusted diluted earnings per share was $0.76 for the second quarter of fiscal 2019, and $0.45 for the same period in the prior year.

Adjusted EBITDA

Adjusted EBITDA grew to $37.6 million in the second quarter of fiscal year 2019, up 36.4% compared to the same prior year period and 24.8% sequentially from the first quarter of fiscal year 2019. This growth was primarily due to significantly higher Test & Simulation gross profit and a full quarter contribution from the acquisition of E2M, partially offset by higher operating expenses in both Test & Simulation and Sensors. A reconciliation of Adjusted EBITDA, a 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, our total debt balance decreased by $2.6 million. With a strong backlog and positive cash flow forecast, we expect to continue to pay down our debt, thus continuing to reduce our leverage ratio, between now and the end of fiscal year 2019.

Dividend

The Board of Directors declared a quarterly dividend of $0.30 per share. The dividend was payable on April 1, 2019 to shareholders of record as of the close of business on March 18, 2019. This was our 149(th) consecutive quarterly dividend.

OUTLOOK

Test & Simulation Business

Looking forward, our strong performance during the first half of fiscal year 2019 supports our positive outlook for our Test & Simulation business. From a revenue perspective, our near-record backlog at mid-year reflects strong sales momentum driven by the rapidly expanding use of advanced materials, such as carbon-fiber composites, the adoption of additive manufacturing methods for net-shape component fabrications, and the rapidly increasing complexity of ground and air vehicles which requires new simulation methods for determining product performance and life. Our energy and infrastructure markets remain robust, driven by continued growth in wind power and advanced building designs which are more resistant to damage from earthquakes, sea and storm events. In addition, the acquisition of E2M diversifies us further into flight simulation, entertainment and other advanced simulation markets that further expand our growth opportunities.

In addition to our exciting growth opportunities, we continue to invest in operational efficiency initiatives to improve profitability, and in new products and technologies to drive margin expansion and to generate continued strong demand for Test & Simulation products and services.

Sensors Business

Strong demand in our Sensors business is anticipated to continue during fiscal year 2019 across all sectors, driven by accelerating new product introductions across all major markets and geographies, and expanded opportunities associated with the U.S. Department of Defense. This combination of positive factors, including full production ramp-up of sensors for the U.S. military, is expected to provide double digit top-line growth for the second half of the fiscal year, along with Adjusted EBITDA margin expansion for the Sensors business for the remainder of fiscal year 2019.

Consolidated

Based on these factors, we are confident in our outlook for fiscal year 2019 and are maintaining our full year guidance as:



       Metric                             Current Outlook

    ---


       Revenue                   
     $830 million to $870 million


        Adjusted EBITDA           
     $122 million to $142 million


        Diluted earnings per
         share                         
              $2.30 to $2.60


        Adjusted diluted earnings
         per share                     
              $2.42 to $2.72

The above outlook includes:

    --  $8.5 million to $11.0 million for stock-based compensation,
        restructuring expenses, acquisition-related expenses and acquisition
        fair value inventory adjustment;
    --  Our acquisition of E2M, in addition to the slightly positive effects of
        the implementation of the new revenue recognition standard as compared
        to the previous standard; and
    --  An anticipated effective tax rate, excluding discrete tax items, of
        15-18% for fiscal year 2019.

A reconciliation of Adjusted EBITDA and Adjusted diluted earnings per share, non-GAAP financial measures, to net income and diluted earnings per share, the most directly comparable GAAP financial measures, respectively, for the above outlook is included in Exhibits E and F of this earnings release, respectively.

SECOND QUARTER CONFERENCE CALL

As announced on April 22, 2019, a conference call will be held on May 7, 2019 (tomorrow), at 10:00 a.m. ET (9:00 a.m. CT). Dr. Jeffrey A. Graves, President and Chief Executive Officer, and Brian T. 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 +1-800-667-5617 (international toll +1-334-323-0509) and reference the conference pass code 1389363. Telephone replay will be available at 1:00 p.m. ET following the call until 1:00 p.m. ET, May 14, 2019. Call toll free +1-888-203-1112 and reference the conference pass code 1389363.

A transcript of the call can also be accessed from the MTS website at http://investor.mts.com beginning on May 8, 2019.

ABOUT MTS SYSTEMS CORPORATION

MTS Systems Corporation's testing and simulation hardware, software and service 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' high-performance sensors provide measurements of vibration, pressure, position, force and sound in a variety of applications. MTS had 3,400 employees as of September 29, 2018 and revenue of $778 million for the fiscal year ended September 29, 2018. 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 expenses, acquisition-related expenses and the acquisition inventory fair value adjustment 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-related expenses and the acquisition inventory fair value adjustment 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), EBITDA excluding the impact from stock-based compensation, restructuring expenses, acquisition-related expenses and the acquisition inventory fair value adjustment (Adjusted EBITDA) and Adjusted EBITDA divided by revenue (Adjusted EBITDA margin) are useful to investors as a measure of leverage and operating performance. We use these measures to monitor and evaluate leverage and operating performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin 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-related expenses and the acquisition inventory fair value adjustment to EBITDA. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue.

We believe that disclosing free cash flow is useful to investors as a measure of operating performance. We use this measure as an indicator of our strength and ability to generate cash. Free cash flow is a financial measure that does not reflect GAAP. We calculate free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment and businesses, net of cash acquired, plus cash proceeds from sales of property and equipment.

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, E, F and G of this earnings release.

FORWARD-LOOKING STATEMENTS

This earnings 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 this earnings 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 & Simulation sectors and other statements that are not historical facts. These statements are based on our 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 our 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 our most recent Annual Report on 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 our 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 such statements are made, and we undertake 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


                                                                                       
               Consolidated Statements of Income


                                                                                
              (unaudited - in thousands, except per share data)




                                            
            Three Months Ended                                                
              Six Months Ended


                                       March 30,                        March 31,                              March 30,                                March 31,
                                            2019                              2018                                    2019                                      2018

                                                                                                                                                              ---




     Revenue



     Product                                    $
              206,690                                                        $
              165,453                      $
              381,769  $
        334,694



     Service                             26,356                                            25,870                                                           54,458                50,791


      Total revenue                      233,046                                           191,323                                                          436,227               385,485




     Cost of sales



     Product                            129,579                                           101,133                                                          237,746               201,627



     Service                             16,117                                            15,365                                                           32,826                31,105


      Total cost of sales                145,696                                           116,498                                                          270,572               232,732



      Gross profit                        87,350                                            74,825                                                          165,655               152,753



       Gross margin               37.5
            %                                   39.1
            %                                                  38.0
            %       39.6
            %





     Operating expenses


      Selling and marketing               33,395                                            30,597                                                           65,484                62,625


      General and
       administrative                     22,105                                            18,992                                                           43,183                39,554


       Research and
        development                        7,676                                             8,626                                                           14,848                17,467


       Total operating
        expenses                          63,176                                            58,215                                                          123,515               119,646





      Income from
       operations                         24,174                                            16,610                                                           42,140                33,107



       Operating margin           10.4
            %                                    8.7
            %                                                   9.7
            %        8.6
            %




      Interest expense, net              (7,368)                                          (6,708)                                                        (14,186)             (13,512)


      Other income
       (expense), net                        270                                               274                                                              319                    51





      Income before income
       taxes                              17,076                                            10,176                                                           28,273                19,646


      Income tax provision
       (benefit)                           2,916                                             1,738                                                            3,612              (21,943)



     Net income                                  $
              14,160                                                          $
              8,438                       $
              24,661   $
        41,589






     Earnings per share


                            Basic


       Earnings per share                           $
              0.74                                                           $
              0.44                         $
              1.28     $
        2.17


       Weighted average
        common shares
        outstanding                       19,251                                            19,150                                                           19,234                19,137





                            Diluted


       Earnings per share                           $
              0.73                                                           $
              0.44                         $
              1.27     $
        2.16


       Weighted average
        common shares
        outstanding                       19,441                                            19,273                                                           19,393                19,258





      Dividends declared
       per share                                    $
              0.30                                                           $
              0.30                         $
              0.60     $
        0.60



                                  
              
                
                   MTS SYSTEMS CORPORATION


                                         
               Condensed Consolidated Balance Sheets


                                               
               (unaudited - in thousands)




                                                       March 30,                                  September 29,
                                                            2019                                       2018

                                                                                                       ---


      ASSETS





      Current assets


       Cash and cash equivalents                                      $
              74,122                           $
        71,804


       Accounts receivable, net                          117,349                                      122,243


       Unbilled accounts receivable,
        net                                               71,175                                       70,474



      Inventories, net                                  179,071                                      139,109


       Other current assets                               32,307                                       24,572



       Total current assets                              474,024                                      428,202




       Property and equipment, net                        88,126                                       90,269





      Goodwill                                          403,425                                      369,275


       Intangible assets, net                            287,101                                      246,138


       Other long-term assets                              7,958                                        5,512



      Total assets                                                $
              1,260,634                        $
        1,139,396






      LIABILITIES AND SHAREHOLDERS' EQUITY





      Current liabilities


       Current maturities of long-
        term debt, net                                                $
              28,076                           $
        32,738



      Accounts payable                                   39,941                                       47,886


       Advance payments from
        customers                                        102,033                                       80,131


       Other accrued liabilities                          89,453                                       78,358



       Total current liabilities                         259,503                                      239,113




       Long-term debt, less current
        maturities, net                                  436,344                                      355,640


       Other long-term liabilities                        79,733                                       66,711



      Total liabilities                                 775,580                                      661,464






      Shareholders' equity


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


      17,900 and 17,856 shares issued and outstanding
       as


      of March 30, 2019 and
       September 29, 2018,
       respectively                                        4,475                                        4,464


       Additional paid-in capital                        176,918                                      171,407



      Retained earnings                                 308,279                                      300,585


       Accumulated other
        comprehensive income (loss)                      (4,618)                                       1,476


       Total shareholders' equity                        485,054                                      477,932



       Total liabilities and
        shareholders' equity                                       $
              1,260,634                        $
        1,139,396



                                                                                                    
        
                
                   MTS SYSTEMS CORPORATION


                                                                                                       
        Condensed Consolidated Statements of Cash Flows


                                                                                                           
               (unaudited - in thousands)




                                                                            
           Three Months Ended                                         
              Six Months Ended


                                                                       March 30,                          March 31,                          March 30,                       March 31,
                                                                            2019                                2018                                2019                             2018

                                                                                                                                                                                   ---



                                  Cash Flows from Operating Activities



     Net income                                                                 $
             14,160                                                         $
              8,438              $
         24,661  $
     41,589


      Adjustments to reconcile net income to net
       cash provided by (used in) operating
       activities


      Stock-based compensation                                             2,895                                           1,668                                                   4,689           3,290


      Fair value adjustment to
       acquired inventory                                                    539                                                                                                    984


      Depreciation and
       amortization                                                        9,508                                           8,612                                                  18,468          17,348


      (Gain) loss on sale or
       disposal of property and
       equipment                                                             349                                              92                                                     510             159


      Amortization of financing
       fees                                                                1,039                                           1,316                                                   2,099           2,626


      Deferred income taxes                                                   15                                           (302)                                                (1,243)       (30,654)



     Other                                                                  659                                             963                                                   1,087           1,687


      Changes in operating
       assets and liabilities                                            (9,126)                                          7,248                                                (20,586)          1,213



                                  Net Cash Provided by (Used
                                   in) Operating Activities               20,038                                          28,035                                                  30,669          37,258





                                  Cash Flows from Investing Activities


      Purchases of property and
       equipment                                                         (5,576)                                        (2,567)                                                (9,349)        (5,368)


      Proceeds from sale of
       property and equipment                                                  -                                                                                                    10              69


      Purchases of business, net
       of cash acquired                                                  (3,794)                                                                                              (81,826)



     Other                                                                    -                                            823                                                   (285)            823


                                  Net Cash Provided by (Used
                                   in) Investing Activities              (9,370)                                        (1,744)                                               (91,450)        (4,476)





      Cash Flows from Financing Activities


      Proceeds from issuance of
       long-term debt                                                          -                                                                                                80,391


      Payments on financing
       arrangements, net                                                 (2,664)                                       (33,550)                                                (6,783)       (50,447)



     Cash dividends                                                     (5,365)                                        (5,337)                                               (10,724)       (10,667)


      Proceeds from exercise of
       stock options and
       employee stock purchase
       plan                                                                  663                                             533                                                     701             745


      Payments to purchase and
       retire common stock                                                  (42)                                           (13)                                                  (398)          (757)



                                  Net Cash Provided by (Used
                                   in) Financing Activities              (7,408)                                       (38,367)                                                 63,187        (61,126)





                                  Effect of Exchange Rate
                                   Changes on Cash and Cash
                                   Equivalents                               424                                           2,383                                                    (88)          3,989



                                  Cash and Cash Equivalents


      Increase (decrease) during
       the period                                                          3,684                                         (9,693)                                                  2,318        (24,355)


      Balance, beginning of
       period                                                             70,438                                          94,071                                                  71,804         108,733


      Balance, End of Period                                                     $
             74,122                                                        $
              84,378              $
         74,122  $
     84,378



                                                     
              
                
                  Exhibit A


                                              
              
                
                  MTS SYSTEMS CORPORATION


                                                         
              Segment Financial Information


                                                           
              (unaudited - in thousands)






                                         
              Three Months Ended


                                    March 30,                                    March 31,                   % Variance
                                         2019                                          2018

                                                                                                                    ---

                                       Test & Simulation Segment

    ---


       Revenue                                 $
              151,032                                                     $
       110,238           37
                                                                                                                                              %


        Cost of sales                 103,742                                                         76,011                          36
                                                                                                                                     %




       Gross profit                   47,290                                                         34,227                          38
                                                                                                                                     %

                                                                                                                                         ---


       Gross margin           31.3
            %                                                31.0
            %




        Operating expenses             34,606                                                         30,932                          12
                                                                                                                                     %

                                                                                                                                         ---



        Income from operations                   $
              12,684                                                       $
       3,295          285

                                                                                                                                              %

                                                                                                                                                  ---



                                       Sensors Segment

    ---


       Revenue                                  $
              82,375                                                      $
       81,542            1
                                                                                                                                              %


        Cost of sales                  42,301                                                         40,922                           3
                                                                                                                                     %



       Gross profit                   40,074                                                         40,620                         (1)

                                                                                                                                     %

                                                                                                                                         ---


       Gross margin           48.6
            %                                                49.8
            %




        Operating expenses             28,570                                                         27,283                           5
                                                                                                                                     %

                                                                                                                                         ---



        Income from operations                   $
              11,504                                                      $
       13,337         (14)

                                                                                                                                              %

                                                                                                                                                  ---



                                       Intersegment Eliminations

    ---


       Revenue                                   $
              (361)                                                      $
       (457)


        Cost of sales                   (347)                                                         (435)



       Gross profit                     (14)                                                          (22)





        Income (loss) from
         operations                                $
              (14)                                                       $
       (22)





                                       Total Company

    ---


       Revenue                                 $
              233,046                                                     $
       191,323           22
                                                                                                                                              %


        Cost of sales                 145,696                                                        116,498                          25
                                                                                                                                     %



       Gross profit                   87,350                                                         74,825                          17
                                                                                                                                     %

                                                                                                                                         ---


       Gross margin           37.5
            %                                                39.1
            %




        Operating expenses             63,176                                                         58,215                           9
                                                                                                                                     %

                                                                                                                                         ---



        Income from operations                   $
              24,174                                                      $
       16,610           46
                                                                                                                                              %

                                                                                                                                                  ---



                                                                                                            
              
                
                  Exhibit B


                                                                                                     
              
                
                  MTS SYSTEMS CORPORATION


                                                                                      
              Reconciliation of Earnings Per Share Excluding Restructuring, Acquisition-Related


                                                                                                  
              and Acquisition Inventory Fair Value Adjustment Expenses


                                                                                                      
              (unaudited - in thousands, except per share data)






                                                                                        
              Three Months Ended


                                                          
              March 30, 2019                                                                 
              March 31, 2018


                                        Pre-Tax     
              Tax     
              Net                          Pre-Tax   
              Tax   
              Net

                                                                                                                                                     ---


     Net income                                  $
              17,076                                  $
              2,916                                      $
              14,160                                     $
              10,176              $
      1,738 $
      8,438


      Restructuring expenses
       1                                      -                                                                                                                           362                    92                               270


      Acquisition-related
       expenses (2)                         262                                     55                               207


      Acquisition inventory
       fair value adjustment
       (1)                                 539                                     81                               458



      Adjusted net income 3                       $
              17,877                                  $
              3,052                                      $
              14,825                                     $
              10,538              $
      1,830 $
      8,708





      Weighted average diluted common
       shares outstanding                                                    19,441                                                                                   19,273




      Diluted earnings per
       share                                        $
              0.88                                   $
              0.15                                        $
              0.73                                       $
              0.53               $
      0.09  $
      0.44


      Impact of
       restructuring
       expenses                               -                                                                                                                          0.02                  0.01                              0.01


      Impact of acquisition-
       related expenses                    0.01                                                                    0.01


      Impact of acquisition
       inventory fair value
       adjustment                          0.03                                   0.01                              0.02



      Adjusted diluted
       earnings per share(3)                        $
              0.92                                   $
              0.16                                        $
              0.76                                       $
              0.55               $
      0.10  $
      0.45







                                  1  
         In determining the tax impact of restructuring expenses and acquisition inventory fair value adjustment, we applied the statutory rate in effect for each jurisdiction where the expenses were incurred.





     
                
                  2   
         In determining the tax impact of acquisition-related 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-Related


                                                                                                              
              and Acquisition Inventory Fair Value Adjustment Expenses


                                                                                                                  
              (unaudited - in thousands, except per share data)






                                                                                                
              Six Months Ended


                                                               
              March 30, 2019                                                                    
              March 31, 2018


                                             Pre-Tax     
              Tax     
              Net                           Pre-Tax   
              Tax   
              Net

                                                                                                                                                           ---


     Net income                                       $
              28,273                                   $
              3,612                                      $
              24,661                                         $
              19,646         $
       (21,943) $
       41,589


      Restructuring expenses
       1                                         130                                     33                                 97                                                     608                      154                                454


      Acquisition-related
       expenses (2)                            1,035                                    217                                818


      Acquisition inventory
       fair value adjustment
       (1)                                      984                                    148                                836



      Adjusted net income 3                            $
              30,422                                   $
              4,010                                      $
              26,412                                         $
              20,254         $
       (21,789) $
       42,043





      Weighted average diluted common shares
       outstanding                                                                19,393                                                                                    19,258




      Diluted earnings per
       share                                             $
              1.46                                    $
              0.19                                        $
              1.27                                           $
              1.02           $
       (1.14)   $
       2.16


      Impact of
       restructuring
       expenses                                 0.01                                                                     0.01                                                    0.03                     0.01                               0.02


      Impact of acquisition-
       related expenses                         0.05                                   0.01                               0.04


      Impact of acquisition
       inventory fair value
       adjustment                               0.05                                   0.01                               0.04



      Adjusted diluted
       earnings per share(3)                             $
              1.57                                    $
              0.21                                        $
              1.36                                           $
              1.05           $
       (1.13)   $
       2.18








     
                
                  1  
              In determining the tax impact of restructuring expenses and acquisition inventory fair value adjustment, we applied the statutory rate in effect for each jurisdiction where the expenses were incurred.





     
                
                  2   
              In determining the tax impact of acquisition-related 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 30, 2019                                   March 31, 2018                             March 30, 2019                       March 31, 2018

                                                                                                                                                                                                       ---

      Net income                                                            $
              14,160                                                                            $
              8,438                  $
        24,661  $
     41,589


                           Net income margin                          6.1                                                              4.4                                                               5.7          10.8
                                                               
            %                                                      
            %                                                       
            %      
         %




      Income tax provision
       (benefit)                                                    2,916                                                            1,738                                                             3,612      (21,943)


      Interest expense,
       net                                                          7,368                                                            6,708                                                            14,186        13,512


      Depreciation and
       amortization                                                 9,508                                                            8,612                                                            18,468        17,348



      EBITDA (1)                                                   33,952                                                           25,496                                                            60,927        50,506




      Stock-based
       compensation                                                 2,895                                                            1,668                                                             4,689         3,290


      Restructuring
       expenses                                                         -                                                             362                                                               130           608


      Acquisition-related
       expenses (2)                                                   168                                                                                                                               926


      Acquisition
       inventory fair
       value adjustment                                               539                                                                                                                               984


      Adjusted EBITDA (1)                                                   $
              37,554                                                                           $
              27,526                  $
        67,656  $
     54,404



                           Adjusted EBITDA                           16.1                                                             14.4
                            margin 1,3                                                                                                                                                          
            %      
         %
                                                                        %                                                               %                                                             15.5          14.1




                           1
                  Denotes non-GAAP
                            financial measure.





     
                
           2 
                 Acquisition-related expenses were adjusted to exclude stock-based compensation that is otherwise included in the stock-based compensation line.





     
                
           3 
                 Adjusted EBITDA was divided by revenue when calculating the Adjusted EBITDA margin.



                                                                                     
           
             
                  Exhibit E


                                                                                  
          
          
                  MTS SYSTEMS CORPORATION


                                                                                              
           Free Cash Flow


                                                                                           
        (unaudited - in thousands)






                                
              Three Months Ended                                              
              Six Months Ended


                      March 30, 2019                                  March 31, 2018                March 30, 2019                       March 31, 2018

                                                                                                                                                    ---

     Net Cash
      Provided by
      (Used in)
      Operating
      Activities                       $
              20,038                                                             $
              28,035                $
        30,669 $
     37,258


     Purchases of
      property and
      equipment              (5,576)                                                 (2,567)                                                    (9,349)    (5,368)


     Proceeds from
      sale of
      property and
      equipment                    -                                                                                                                 10          69



     Free cash
      flow(1)                          $
              14,462                                                             $
              25,468                $
        21,330 $
     31,959







                   1
                 Denotes non-GAAP financial measure.



                         
              
                
                  Exhibit F


                  
              
                
                  MTS SYSTEMS CORPORATION


          
              Reconciliation of EBITDA and Adjusted EBITDA to Net Income - Outlook


                               
              (unaudited - in thousands)






                                        
              Twelve Months Ending





                                         
              September 28, 2019


                                  
              Low     
              High

                                                                   ---

      Net income                                    $
              44,500                           $
              50,000


      Income tax provision
       (benefit)                           7,000                           11,000


      Interest expense,
       net                                26,000                           28,000


      Depreciation and
       amortization                       36,000                           42,000




     EBITDA(1)                          113,500                          131,000




      Stock-based
       compensation and
       non-recurring
       expenses(2)                         8,500                           11,000


      Adjusted EBITDA(1)                           $
              122,000                          $
              142,000








     
                
                  1
                  Denotes non-GAAP financial measure.




                                  2
                  Includes pre-tax forecast expenses for stock-based compensation, restructuring
                                   expenses, acquisition-related expenses and acquisition inventory fair value adjustment.



                             
              
                
                  Exhibit G


                      
              
                
                  MTS SYSTEMS CORPORATION


            Reconciliation of Diluted Earnings per Share and Adjusted Diluted Earnings per Share -Outlook


                                   
              (unaudited - in thousands)






                                         
              Twelve Months Ending



                                          
              September 28, 2019


                            
              Low                        
              High

                                                                              ---

     Net income(1)                           $
              44,500                                            $
              50,000


     Non-recurring
      expenses 2                     2,250                                             2,300



     Adjusted net
      income 3                               $
              46,750                                            $
              52,300





     Weighted
      average
      diluted common
      shares
      outstanding                   19,350                                            19,250




     Diluted
      earnings per
      share                                    $
              2.30                                              $
              2.60


     Impact of non-
      recurring
      expenses(2)                     0.12                                              0.12



     Adjusted
      diluted
      earnings per
      share                                    $
              2.42                                              $
              2.72







                                 1  
                Refer to Exhibit F for tax impact on net income guidance.




                                 2
                  Includes forecast expenses for restructuring expenses, acquisition-related
                                  expenses and acquisition inventory fair value adjustment.




                                 3
                  Applied anticipated tax rate, excluding discrete tax items, of approximately
                                  15-18%.

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SOURCE MTS Systems Corporation