MTS Reports Fiscal 2019 Third Quarter Financial Results

EDEN PRAIRIE, Minn., Aug. 5, 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 third quarter ended June 29, 2019.

THIRD QUARTER FINANCIAL AND OPERATING HIGHLIGHTS

    --  Revenue of $232.2 million, an increase of 19%
    --  GAAP diluted earnings per share of $0.70, an increase of $0.23 or 49%
    --  Net income margin of 5.9%, an increase of 124 basis points
    --  Adjusted EBITDA margin of 15.2%, an increase of 96 basis points
    --  Backlog of $443.3 million, an increase of 17%
    --  Declared 150(th) consecutive quarterly dividend


       
              FINANCIAL TABLE




                                                
       Three Months Ended                                          
           Nine Months Ended


        (in thousands,
         except per
         share data -
         unaudited)              
         June 29,                
           June 30,                
     June 29,                  
            June 30,

                                           2019                             2018                       2019                                2018

    ---                                                                                                                                  ---

        Revenue                                 $
       232,209                                                $
        194,668                       $
           668,436  $
      580,153


        Revenue %
         increase
         (decrease)(1)             19.3
          %                                   0.5
          %                                   15.2
          %      (1.1)
         %


        Gross margin               36.6
          %                                  39.2
          %                                   37.5
          %       39.5
         %


        Operating
         margin                     9.9
          %                                   8.4
          %                                    9.7
          %        8.5
         %


        Earnings before
         taxes                                   $
       16,190                                                 $
        10,045                        $
           44,463   $
      29,691


        Net income                       13,585                                          8,979                                          38,246             50,568


        Diluted
         earnings per
         share                             0.70                                           0.47                                            1.97               2.62


        Adjusted
         diluted
         earnings per
         share(2)                          0.71                                           0.49                                            2.07               2.68


        Adjusted
         EBITDA(2)                       35,357                                         27,782                                         103,013             82,186


        Cash and cash
         equivalents,
         end of period                   75,735                                         66,403


        Backlog, end of
         period                         443,271                                        377,745


        Total debt, end
         of period                      462,516                                        391,332




     
     (1) Revenue growth rates in fiscal
              year 2019 reflect the
              acquisition of E2M Technologies
              B.V. (E2M) 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

"We once again delivered a solid performance on all major financial metrics, delivering top-line growth of almost 20% reflecting another record revenue quarter for our Sensors business, its eighth-consecutive quarter of revenue growth versus the same prior year period, and near-record level Test & Simulation business. This growth profile demonstrates the continuing benefits of our diversification strategy within the Test & Measurement space, and our success in new product sales across virtually all our major end markets.

While we are pleased with our top-line momentum, we also continue to focus on our cost structure and in driving operational efficiencies in both businesses. These efforts contributed to bottom-line net income improvement of 51%, translating to a net income margin of 5.9% for the quarter, and a 27% increase in Adjusted EBITDA, equating to an Adjusted EBITDA margin of 15.2% for the quarter. This solid performance for both our Test & Simulation and Sensors businesses supports our continued investments in new product development, diversification and capital structure optimization, all while returning cash to our shareholders through our quarterly dividend."

HIGHLIGHTS FOR THE 2019 THIRD FISCAL QUARTER

Revenue

Revenue was $232.2 million, up 19.3% compared to the same prior year period, driven by near record revenue in Test & Simulation, which included equipment volume growth in all sectors, revenue from the acquisition of E2M, which closed in the first quarter of fiscal year 2019, and continued growth in Test services. Sensors experienced record revenue driven by the continued ramp-up in volume associated with our U.S. Department of Defense contract and growth from the energy market within our Sensors industrial sector, slightly offset by weakness in the European and Asian regions in our Sensors position sector.

Orders

Test & Simulation orders for the quarter were $103.8 million, down 25.9% compared to the same prior year period, driven primarily by weakness in all regions, partially offset by double-digit growth in Test service orders. Our orders performance does not reflect the full impact of a new project received from the U.S. Department of Defense in the third quarter of fiscal year 2019, which will be funded incrementally throughout its execution. We recorded $1.8 million of the full $30.4 million order, inclusive of options, for this new test system in the third quarter.

Sensors orders for the quarter were $76.8 million, a 2.7% 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 sector and timing of order funding in our Sensors test sector, partially offset by solid demand in the Americas region of our Sensors position sector and orders growth in our Sensors industrial sector from a continued rebound in the energy market.

Backlog

Backlog of $443.3 million was up 17.3% from the same prior year period. Sequentially from the second quarter of fiscal year 2019, backlog was down 10.2% as we saw a high-level of conversion to revenue on outstanding projects within the quarter, along with a decline in order volume to replenish the backlog.

Earnings Before Taxes

Earnings before taxes of $16.2 million was up $6.1 million compared to the same prior year period. This earnings increase was driven by gross profit growth in both Test & Simulation and Sensors, partially offset by higher operating expenses in both businesses and a $0.2 million acquisition inventory fair value adjustment related to the acquisition of E2M.

Net Income and Diluted Earnings Per Share

GAAP diluted earnings per share was $0.70 compared to $0.47 in the same prior year period on net income of $13.6 million and $9.0 million, respectively. The $0.23 increase was primarily driven by growth in Test & Simulation gross profit, which includes the contributions from the acquisition of E2M. Third quarter of fiscal year 2019 results include a $0.01 impact for the acquisition inventory fair value adjustment related to the acquisition of E2M. Similarly, results for the third quarter of fiscal year 2018 include a $0.02 impact for restructuring expenses. Adjusting for these items, adjusted diluted earnings per share was $0.71 for the third quarter of fiscal 2019, and $0.49 for the same period in the prior year. A reconciliation of adjusted diluted earnings per share, a non-GAAP financial measure, to diluted earnings per share, the most directly comparable GAAP financial measure, is provided in Exhibit B of this earnings release.

Adjusted EBITDA

Adjusted EBITDA grew to $35.4 million in the third quarter of fiscal year 2019, up 27.3% compared to the same prior year period. This growth was primarily due to higher gross profit in both businesses and contributions from the acquisition of E2M, partially offset by higher operating expenses in 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.

Balance Sheet

During the quarter, our total debt balance decreased by $2.4 million to $472.4 million. We ended the quarter with $75.7 million of cash on the balance sheet, leading to a net debt balance of $396.7 million.

Dividend

The Board of Directors declared a quarterly dividend of $0.30 per share. The dividend was payable on July 2, 2019 to shareholders of record as of the close of business on June 18, 2019. This was our 150(th) consecutive quarterly dividend.

Strategic Actions Completed Subsequent to Quarter End

Given the favorable market conditions, in early July we issued $350.0 million aggregate principal amount of new 5.750% senior unsecured notes due 2027. These new notes were issued to further optimize our capital structure and to take advantage of historically low long-term interest rates. The net proceeds from this offering were used to repay all outstanding debt under our revolving credit facility, to repay a portion of our outstanding debt under our term loan facility, to pay fees and expenses associated with the offering and for general corporate purposes.

In addition, on Monday, August 5, 2019, we executed an agreement with Meggitt PLC (MGGT.L), to purchase the assets of their Endevco sensors business. Founded in 1947, Endevco is a historic leader in high performance test & measurement sensors used primarily in the testing of new products. This strategic product line purchase brings together two iconic brands in the test & measurement sensors market, PCB and Endevco, and further enhances the MTS long-term strategy of growth and market leadership in our core businesses. The purchase price of the Endevco assets was approximately $70.0 million, and it is expected to contribute approximately $30.0 million in revenues on an annualized basis. Given the timing of the transaction, we do not anticipate that this will have a material impact on our financial performance for the end of fiscal year 2019; however, we do anticipate tremendous opportunities for accelerated growth in our Sensors business in fiscal year 2020 and beyond.

OUTLOOK

Test & Simulation Business

Our performance for the first nine months of the fiscal year supports our positive outlook for our Test & Simulation business. From a revenue perspective, our solid backlog position throughout the first nine months of fiscal year 2019 has correlated with strong 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 that are more resistant to damage from earthquakes, sea and storm events. The acquisition of E2M has further expanded our growth opportunities by diversifying us further into flight simulation, entertainment and other advanced simulation markets.

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

Our Sensors business demand is 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 associated with our U.S. Department of Defense contract, is anticipated to provide double digit top-line growth, along with Adjusted EBITDA margin expansion, for the Sensors business in the fourth quarter of fiscal year 2019.

Consolidated

As part of the optimization of our capital structure, we issued $350.0 million aggregate principal amount of new 5.750% senior unsecured notes due 2027 in our fourth quarter of fiscal year 2019. The offering will result in higher interest expense in the fourth quarter than originally forecasted primarily due to the write-off of debt issuance costs associated with the partial repayment of the term loan facility and higher debt levels in the fourth quarter of fiscal year 2019.

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



       Metric                              
       Previous Outlook                  
       Current Outlook

    ---


       Revenue                               
          $830 million to $870 million   
          $875 million to $895 million



       Adjusted EBITDA                       
          $122 million to $142 million   
          $128 million to $138 million



       Diluted earnings per share                      
              $2.30 to $2.60             
              $2.15 to $2.35



       Adjusted diluted earnings per share             
              $2.42 to $2.72             
              $2.30 to $2.50

The above outlook includes:

    --  $12.5 million to $14.5 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;
    --  An anticipated effective tax rate, excluding discrete tax items, of
        15-18% for fiscal year 2019; and
    --  Updated diluted earnings per share amounts due to the write-off of debt
        issuance costs associated with the partial repayment of the term loan
        facility and issuance of new senior unsecured notes.

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 F and G of this earnings release, respectively.

THIRD QUARTER CONFERENCE CALL

As announced on July 22, 2019, a conference call will be held on August 6, 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, Executive Vice President and Chief Financial Officer, will host the call, which will include a question and answer session after prepared remarks.

Call toll free +1-800-353-6461 (international toll +1-334-323-0501) and reference the conference pass code 7911369. Telephone replay will be available at 1:00 p.m. ET following the call until 1:00 p.m. ET, August 13, 2019. Call toll free +1-888-203-1112 and reference the conference pass code 7911369.

A transcript of the call can also be accessed from the MTS website at http://investor.mts.com beginning on August 7, 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                                                           
              Nine Months Ended


                                  June 29,                          June 30,                              June 29,                                    June 30,

                                      2019                               2018                                   2019                                         2018

                                                                                                                                                           ---




     Revenue



     Product                              $
        205,528                                                              $
              168,651                         $
              587,297  $
        503,345



     Service                       26,681                                             26,017                                                             81,139                76,808


      Total revenue                232,209                                            194,668                                                            668,436               580,153




     Cost of sales



     Product                      130,514                                            103,182                                                            368,260               304,809



     Service                       16,592                                             15,202                                                             49,418                46,307


      Total cost of sales          147,106                                            118,384                                                            417,678               351,116



      Gross profit                  85,103                                             76,284                                                            250,758               229,037



       Gross margin         36.6
            %                                    39.2
            %                                                    37.5
            %       39.5
            %





     Operating expenses


      Selling and marketing         33,321                                             32,171                                                             98,805                94,796


      General and
       administrative               20,621                                             19,081                                                             63,804                58,635


       Research and
        development                  8,160                                              8,768                                                             23,008                26,235


       Total operating
        expenses                    62,102                                             60,020                                                            185,617               179,666





      Income from
       operations                   23,001                                             16,264                                                             65,141                49,371



       Operating margin      9.9
            %                                     8.4
            %                                                     9.7
            %        8.5
            %




      Interest expense, net        (6,687)                                           (6,249)                                                          (20,873)             (19,761)


      Other income
       (expense), net                (124)                                                30                                                                195                    81





      Income before income
       taxes                        16,190                                             10,045                                                             44,463                29,691


      Income tax provision
       (benefit)                     2,605                                              1,066                                                              6,217              (20,877)



     Net income                            $
        13,585                                                                $
              8,979                          $
              38,246   $
        50,568






     Earnings per share



     
                 Basic


       Earnings per share                     $
        0.70                                                                 $
              0.47                            $
              1.99     $
        2.64


       Weighted average
        common shares
        outstanding                 19,297                                             19,174                                                             19,255                19,149






     
                 Diluted


       Earnings per share                     $
        0.70                                                                 $
              0.47                            $
              1.97     $
        2.62


       Weighted average
        common shares
        outstanding                 19,520                                             19,305                                                             19,436                19,269





      Dividends declared
       per share                              $
        0.30                                                                 $
              0.30                            $
              0.90     $
        0.90


                                         
              
                 MTS SYSTEMS CORPORATION


                                        
               Condensed Consolidated Balance Sheets


                                              
               (unaudited - in thousands)




                                            
              June 29,                           September 29,

                                                           2019                              2018

                                                                                             ---


      ASSETS





      Current assets


       Cash and cash equivalents                                     $
              75,735                    $
        71,804


       Accounts receivable, net                         131,365                             122,243


       Unbilled accounts receivable,
        net                                              68,804                              70,474



      Inventories, net                                 164,853                             139,109


       Other current assets                              27,118                              24,572



       Total current assets                             467,875                             428,202




       Property and equipment, net                       92,893                              90,269



      Goodwill                                         403,448                             369,275


       Intangible assets, net                           285,299                             246,138


       Other long-term assets                             7,804                               5,512



      Total assets                                               $
              1,257,319                 $
        1,139,396






      LIABILITIES AND SHAREHOLDERS' EQUITY





      Current liabilities


       Current maturities of long-
        term debt, net                                               $
              28,316                    $
        32,738



      Accounts payable                                  39,495                              47,886


       Advance payments from
        customers                                        87,935                              80,131


       Other accrued liabilities                         92,407                              78,358



       Total current liabilities                        248,153                             239,113




       Long-term debt, less current
        maturities, net                                 434,200                             355,640


       Other long-term liabilities                       80,427                              66,711



      Total liabilities                                762,780                             661,464






      Shareholders' equity


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


      18,736 and 17,856 shares issued and outstanding
       as


      of June 29, 2019 and September
       29, 2018, respectively                             4,684                               4,464


       Additional paid-in capital                       179,015                             171,407



      Retained earnings                                316,249                             300,585


       Accumulated other
        comprehensive income (loss)                     (5,409)                              1,476


       Total shareholders' equity                       494,539                             477,932



       Total liabilities and
        shareholders' equity                                      $
              1,257,319                 $
        1,139,396


                                                                                         
              
                 MTS SYSTEMS CORPORATION


                                                                                       
           Condensed Consolidated Statements of Cash Flows


                                                                                              
               (unaudited - in thousands)




                                                            
           Three Months Ended                                        
              Nine Months Ended


                                                        June 29,                         June 30,                         June 29,                          June 30,

                                                            2019                              2018                              2019                               2018

                                                                                                                                                                 ---



                   Cash Flows from Operating Activities



     Net income                                                 $
             13,585                                                     $
              8,979                $
         38,246  $
     50,568


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


      Stock-based compensation                             2,609                                        2,088                                                    7,298           5,378


      Fair value adjustment to
       acquired inventory                                    157                                                                                                1,141


      Depreciation and
       amortization                                        9,685                                        8,510                                                   28,153          25,858


      (Gain) loss on sale or
       disposal of property and
       equipment                                              42                                           12                                                      552             171


      Amortization of financing
       fees                                                  708                                        1,198                                                    2,807           3,824


      Deferred income taxes                                (187)                                         465                                                  (1,430)       (30,189)



     Other                                                  370                                          436                                                    1,457           2,123


      Changes in operating
       assets and liabilities                            (7,668)                                     (6,835)                                                (28,254)        (5,622)



                   Net Cash Provided by
                    (Used in) Operating
                    Activities                            19,301                                       14,853                                                   49,970          52,111





                   Cash Flows from Investing Activities


      Purchases of property and
       equipment                                         (8,028)                                     (4,409)                                                (17,377)        (9,777)


      Proceeds from sale of
       property and equipment                                  -                                                                                                  10              69


      Purchases of business,
       net of cash acquired                              (1,700)                                                                                            (83,526)



     Other                                                    -                                                                                               (285)            823


                   Net Cash Provided by
                    (Used in) Investing
                    Activities                           (9,728)                                     (4,409)                                               (101,178)        (8,885)





      Cash Flows from Financing Activities


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


      Payments on financing
       arrangements, net                                 (2,438)                                    (19,591)                                                  (9,221)       (70,038)



     Cash dividends                                     (5,375)                                     (5,291)                                                (16,099)       (15,958)


      Proceeds from exercise of
       stock options and
       employee stock purchase
       plan                                                  996                                          956                                                    1,697           1,701


      Payments to purchase and
       retire common stock                                 (986)                                       (549)                                                 (1,384)        (1,306)



                   Net Cash Provided by
                    (Used in) Financing
                    Activities                           (7,803)                                    (24,475)                                                   55,384        (85,601)





                   Effect of Exchange Rate
                    Changes on Cash and Cash
                    Equivalents                            (157)                                     (3,944)                                                   (245)             45



                   Cash and Cash Equivalents


      Increase (decrease)
       during the period                                   1,613                                     (17,975)                                                    3,931        (42,330)


      Balance, beginning of
       period                                             74,122                                       84,378                                                   71,804         108,733


      Balance, End of Period                                     $
             75,735                                                    $
              66,403                $
         75,735  $
     66,403


                                                              
              
                Exhibit A


                                                         
            
                MTS SYSTEMS CORPORATION


                                                           
              Segment Financial Information


                                                            
              (unaudited - in thousands)






                                                  
            Three Months Ended


                                      June 29,                                  June 30,                   % Variance

                                          2019                                       2018

                                                                                                                  ---

                           Test & Simulation Segment

    ---


       Revenue                                  $
            148,328                                                    $
         116,055              28
                                                                                                                                                 %


        Cost of sales                  104,053                                                      79,475                            31
                                                                                                                                     %



        Gross profit                    44,275                                                      36,580                            21
                                                                                                                                     %

                                                                                                                                           ---

        Gross margin                      29.8
                                             %                                             31.5
            %




        Operating expenses              32,851                                                      32,707                               
         %

                                                                                                                                           ---



        Income from                               $
            11,424                                                      $
         3,873             195
         operations
                                                                                                                                                 %

                                                                                                                                                     ---



                           Sensors Segment

    ---


       Revenue                                   $
            84,231                                                     $
         79,000               7
                                                                                                                                                 %


        Cost of sales                   43,424                                                      39,289                            11
                                                                                                                                     %


        Gross profit                    40,807                                                      39,711                             3
                                                                                                                                     %

                                                                                                                                           ---

        Gross margin                      48.4
                                             %                                             50.3
            %




        Operating expenses              29,251                                                      27,313                             7
                                                                                                                                     %

                                                                                                                                           ---



        Income from                               $
            11,556                                                     $
         12,398             (7)
         operations
                                                                                                                                                 %

                                                                                                                                                     ---



                           Intersegment Eliminations

    ---


       Revenue                                    $
            (350)                                                     $
         (387)


        Cost of sales                    (371)                                                      (380)


        Gross profit                        21                                                         (7)





        Income (loss) from
         operations                                   $
            21                                                        $
         (7)





                           Total Company

    ---


       Revenue                                  $
            232,209                                                    $
         194,668              19
                                                                                                                                                 %


        Cost of sales                  147,106                                                     118,384                            24
                                                                                                                                     %


        Gross profit                    85,103                                                      76,284                            12
                                                                                                                                     %

                                                                                                                                           ---

        Gross margin                      36.6
                                             %                                             39.2
            %




        Operating expenses              62,102                                                      60,020                             3
                                                                                                                                     %

                                                                                                                                           ---



        Income from                               $
            23,001                                                     $
         16,264              41
         operations                                                                                                                              %

                                                                                                                                                     ---


                                                                                                 
              
                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


                                                   
            June 29, 2019                                                      
              June 30, 2018


                                      Pre-Tax         Tax     
              Net                           Pre-Tax                 Tax                Net

                                                                                                                                                    ---


     Net income                              $
         16,190                               $
              2,605                              $
              13,585          $
       10,045 $
      1,066 $
      8,979


      Restructuring expenses
       1                                    -                                                                                                         735        186        549


      Acquisition-related
       expenses (2)                        98                              21                             77


      Acquisition inventory
       fair value adjustment
       (1)                               157                              24                            133



      Adjusted net income 3                   $
         16,445                               $
              2,650                              $
              13,795          $
       10,780 $
      1,252 $
      9,528





      Weighted average diluted common
       shares outstanding                                           19,520                                                                        19,305




      Diluted earnings per
       share                                    $
         0.84                                $
              0.14                                $
              0.70            $
       0.52  $
      0.05  $
      0.47


      Impact of
       restructuring
       expenses                             -                                                                                                        0.04       0.02       0.02


      Impact of acquisition-
       related expenses                     -


      Impact of acquisition
       inventory fair value
       adjustment                        0.01                                                          0.01



      Adjusted diluted
       earnings per share(3)                    $
         0.85                                $
              0.14                                $
              0.71            $
       0.56  $
      0.07  $
      0.49




              
                (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.





              
                (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)






                                                                                      
          Nine Months Ended


                                                          
            June 29, 2019                                                    
              June 30, 2018


                                             Pre-Tax   
         Tax     
              Net                        Pre-Tax      
              Tax     
              Net

                                                                                                                                                        ---


     Net income                                     $
         44,463                           $
              6,217                               $
              38,246                   $
       29,691   $
       (20,877) $
       50,568


      Restructuring expenses
       1                                         130                              33                         97                                            1,343              340         1,003


      Acquisition-related
       expenses (2)                            1,133                             238                        895


      Acquisition inventory
       fair value adjustment
       (1)                                    1,141                             172                        969



      Adjusted net income 3                          $
         46,867                           $
              6,660                               $
              40,207                   $
       31,034   $
       (20,537) $
       51,571





      Weighted average diluted common shares
       outstanding                                                         19,436                                                                     19,269




      Diluted earnings per
       share                                           $
         2.29                            $
              0.32                                 $
              1.97                     $
       1.54     $
       (1.08)   $
       2.62


      Impact of
       restructuring
       expenses                                    -                                                                                                     0.07             0.01          0.06


      Impact of acquisition-
       related expenses                         0.06                            0.01                       0.05


      Impact of acquisition
       inventory fair value
       adjustment                               0.06                            0.01                       0.05



      Adjusted diluted
       earnings per share(3)                           $
         2.41                            $
              0.34                                 $
              2.07                     $
       1.61     $
       (1.07)   $
       2.68




              
                (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.





              
                (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                                                    
              Nine Months Ended


                                    June 29, 2019                       June 30, 2018                             June 29, 2019                         June 30, 2018

                                                                                                                                                                  ---

     Net income                                   $
             13,585                                                                 $
              8,979                    $
        38,246  $
     50,568


                  Net income margin           5.9                                                 4.6                                                               5.7            8.7
                                       
            %                                         
            %                                                       
            %       
         %




     Income tax provision
      (benefit)                             2,605                                               1,066                                                             6,217       (20,877)


     Interest expense,
      net                                   6,687                                               6,249                                                            20,873         19,761


     Depreciation and
      amortization                          9,685                                               8,510                                                            28,153         25,858



     EBITDA (1)                            32,562                                              24,804                                                            93,489         75,310




     Stock-based
      compensation                          2,609                                               2,088                                                             7,298          5,378


     Restructuring
      expenses (2)                              -                                                890                                                               130          1,498


     Acquisition-related
      expenses (3)                             29                                                                                                                  955


     Acquisition
      inventory fair
      value adjustment                        157                                                                                                                1,141


     Adjusted EBITDA (1)                          $
             35,357                                                                $
              27,782                   $
        103,013  $
     82,186



                  Adjusted EBITDA            15.2                                                14.3                                                              15.4           14.2
                   margin 1,4          
            %                                         
            %                                                       
            %       
         %




       
       (1) Denotes non-
                  GAAP
                  financial
                  measure.





       
       (2)               Restructuring expenses were
                                adjusted to exclude stock-based
                                compensation forfeitures that are
                                otherwise included in the stock-
                                based compensation line.





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




      
       
       4                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                               
              Nine Months Ended


                  June 29,                       June 30,                  June 29,                         June 30,
                      2019                            2018                       2019                              2018

                                                                                                                 ---

     Net Cash
      Provided by
      (Used in)
      Operating
      Activities           $
             19,301                                           $
              14,853               $
       49,970 $
     52,111


     Purchases of
      property
      and
      equipment    (8,028)                                 (4,409)                                           (17,377)      (9,777)


     Proceeds
      from sale
      of property
      and
      equipment          -                                                                                        10            69



     Free cash
      flow(1)              $
             11,273                                           $
              10,444               $
       32,603 $
     42,403




              
                (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                                                                            $
              42,000           $
      46,000



     Income tax provision (benefit)                                               4,500                          5,500



     Interest expense, net                                                       32,000                         33,000



     Depreciation and amortization                                               37,000                         39,000




     EBITDA(1)                                                                  115,500                        123,500




      Stock-based compensation and non-recurring expenses(2)                      12,500                         14,500



     Adjusted EBITDA(1)                                                                   $
              128,000          $
      138,000




     
     (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)                                                                                 $
              42,000                          $
       46,000



     Non-recurring expenses 2                                                              2,800                                         3,000




     Adjusted net income 3                                                                         $
              44,800                          $
       49,000






     Weighted average diluted common shares outstanding                                   19,500                                        19,600





     Diluted earnings per share                                                                      $
              2.15                            $
       2.35



     Impact of non-recurring expenses(2)                                                    0.15                                          0.15




     Adjusted diluted earnings per share                                                             $
              2.30                            $
       2.50




              
                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