MTS Reports Fiscal 2020 First Quarter Financial Results

EDEN PRAIRIE, Minn., Feb. 3, 2020 /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 2020 first quarter ended December 28, 2019.

FIRST QUARTER FINANCIAL AND OPERATING HIGHLIGHTS

    --  Revenue of $205.8 million, an increase of 1.3%
    --  Sensors revenue growth of 9.7%
    --  GAAP diluted earnings per share of $0.27
    --  Adjusted diluted earnings per share of $0.37, including $0.20 of
        amortization expense
    --  Demand outlook strengthening with growth in orders anticipated for the
        remainder of the fiscal year
    --  Executed agreement to acquire R&D entities
    --  Declared 152(nd )consecutive quarterly dividend

FINANCIAL TABLE


                                     
        Three Months Ended


        (in thousands,
         except per
         share data -
         unaudited)     December 28,                         December 29,
                                2019                                  2018

    ---

        Revenue                      $
        205,843                                       $
      203,181


        Revenue %
         increase        1.3
          %                                        4.6
          %


        Gross margin    37.2
          %                                       38.5
          %


        Operating
         margin          7.4
          %                                        8.8
          %


        Earnings before
         taxes                         $
        6,455                                        $
      11,197


        Net income             5,306                                              10,501


        Diluted
         earnings per
         share                  0.27                                                0.54


        Adjusted
         diluted
         earnings per
         share(1)               0.37                                                0.59


        Adjusted
         EBITDA(1)            29,627                                              30,102


        Cash and cash
         equivalents,
         end of period        64,071                                              70,438


        Backlog, end of
         period              395,992                                             514,705


        Total debt, end
         of period           540,710                                             466,048




              
                1               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 continue to execute on our long-term strategy of delivering consistent top-line growth and margin expansion, recognizing that individual quarters may be volatile. Central to this strategy is the contribution from our Sensors business, which is delivering near double-digit revenue growth at highly accretive margins to our consolidated operations. In the first quarter, this growth was driven by strength in our Sensors test sector, and by the continued ramp-up of volume associated with our U.S. Department of Defense contract. We expect this strong performance to continue to strengthen throughout the fiscal year, especially as our integration of the Endevco product line continues. With the strong fundamental demand trends in both the test and automation markets, we expect our Sensors business to continue to grow on average at double-digit annual rates, with incremental margin expansion.

As anticipated, we continue to experience weakness in the top line for our Test & Simulation business mainly due to delays in order timing from the second half of fiscal year 2019. Despite the volume impact, profitability in our Test & Simulation business was largely maintained at prior year levels due to improved quality of backlog and the increasing impact of our efficiency initiatives that have been our priority over the last two years. These efforts are continuing and anticipated to be increasingly felt with accelerating volume growth in the second half of the fiscal year.

Based upon our opportunity pipeline, we anticipate a strong rebound in order rates, and corresponding growth in backlog as we move into and through the second half of fiscal year 2020. We expect this to be driven primarily by increased strength in our non-automotive markets for both of our businesses. This growth in backlog will ultimately translate to accelerated revenue growth and increased profitability in subsequent quarters.

Subsequent to quarter-end, we were pleased to formally close the acquisition of certain entities of the Danish company R&D ("R&D") as previously announced in November 2019. R&D brings us a very talented engineering team, a proven capability to deliver state-of-the-art testing solutions for wind power, aero propulsion and other very demanding applications, an excellent customer base, and a strong backlog of business stretching into fiscal year 2021. With the increasing strength in our business, coupled with this complementary acquisition, we look forward to a positive fiscal year 2020."

HIGHLIGHTS FOR THE 2020 FIRST FISCAL QUARTER

Revenue
Revenue was $205.8 million, up 1.3% compared to the same prior year period, driven by continued strong revenue growth in Sensors. Sensors growth was supported by strong global demand in our test sector, and by the continued ramp-up of volume associated with our U.S. Department of Defense contract. In addition, Endevco, which closed during the fourth quarter of fiscal year 2019, has started to contribute more meaningfully to the top line as our integration efforts have progressed. This strength was offset by weakness in Europe in our Sensors position sector, driven in large part by mobile hydraulic applications in heavy duty machinery. Test & Simulation experienced a decline in volume from the continued weakness in the ground vehicles sector and a decline in services, partially offset by volume growth in our materials and structures sectors.

Orders
Test & Simulation orders for the quarter were $103.9 million, down 17.0% compared to the same prior year period driven by lower orders across all market sectors, delays in large custom orders and softness in the Americas region as customers continue to push out orders to later in the year. The decline was partially offset by order growth in services.

Sensors orders for the quarter were $81.2 million, a 17.3% decrease compared to the same prior year period. This decline was primarily driven by fiscal year 2019 funded orders from our U.S. Department of Defense contract that did not repeat in fiscal year 2020, as well as weakness in the European and Americas regions specific to our position sector. This decrease was offset by the addition of orders from the acquisition of Endevco.

Backlog
Backlog of $396.0 million was down 23.1% compared to the same prior year period. Sequentially, from the fourth quarter of fiscal year 2019, backlog was down 5.7% due to the decline in order volume used to replenish the strong conversion of our backlog on outstanding projects to revenue within the quarter in both Test & Simulation and Sensors. Ending backlog for Test & Simulation and Sensors was $322.6 million and $73.3 million, respectively.

Net Income and Diluted Earnings Per Share
GAAP diluted earnings per share was $0.27 compared to $0.54 in the same prior year period on net income of $5.3 million and $10.5 million, respectively. The $0.27 decrease was primarily driven by higher Sensors operating expenses mainly from the acquisition of Endevco, a decline in Test & Simulation gross profit from unfavorable product mix, higher interest expense on increased debt levels and an increase in the effective tax rate. First quarter of fiscal year 2020 and 2019 results includes $0.10 and $0.05, respectively, of non-recurring costs associated with restructuring, acquisition-related expenses and acquisition inventory fair value adjustment from the acquisitions of E2M and Endevco in the first and fourth quarters of fiscal year 2019, respectively. Adjusting for these items, adjusted diluted earnings per share was $0.37 for the first quarter of fiscal 2020, and $0.59 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. Our diluted earnings per share and adjusted earnings per share includes the amortization of purchased intangible assets of $0.20 and $0.15 for the periods ended December 28, 2019 and December 29, 2018, respectively. We incurred pre-tax amortization expense of $4.8 million ($3.8 million post-tax) and $3.8 million ($3.0 million post-tax) for the periods ended December 28, 2019 and December 29, 2018, respectively, in relation to companies that we have acquired.

Adjusted EBITDA
Adjusted EBITDA declined slightly to $29.6 million in the first quarter of fiscal year 2020, down 1.6% compared to the same prior year period. This decline was primarily due to higher Sensors operating expenses mainly from the acquisition of Endevco and a decline in Test & Simulation gross profit from unfavorable product mix, partially offset by higher gross profit in Sensors from higher revenue volume. A reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to net income, the most directly comparable GAAP financial measure, is provided in Exhibit C of this earnings release.

Balance Sheet
During the quarter, our total debt balance increased by $28.1 million to $540.7 million as we drew on our credit facility to fund continued investments in the business. We ended the quarter with $64.1 million of cash on the balance sheet, leading to a net debt balance of $476.6 million. The ratio of interest-bearing debt to Adjusted EBITDA and the ratio of net interest-bearing debt to Adjusted EBITDA remain within our targeted range and the debt covenant levels specified in our debt agreements.

Dividend
The Board of Directors declared a quarterly dividend of $0.30 per share. The dividend was payable on December 30, 2019 to shareholders of record as of the close of business on December 16, 2019. This was our 152(nd) consecutive quarterly dividend.

OUTLOOK

Test & Simulation Business
Given our expectations on order rates, revenue and product mix, as well as the increasing impact of our efficiency initiatives, our performance for the second half of the fiscal year is expected to show a marked improvement over the first half of the fiscal year. This will lead to overall improvement year-over-year in the Test & Simulation business, and a strong backlog position as we exit the year and look to fiscal year 2021. Future orders growth from strength in our simulation platforms, material testing, service offerings and especially our structures sector, is expected to overcome the headwinds experienced in the global economy. While we are continuing to await a resurgence in the automotive markets, we continue to benefit from 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 simulation market continues to benefit from increased demand for pilot training and rapid theme park expansions, which fits nicely with our expanded product offerings.

In addition to these growth opportunities, we continue to invest in operational efficiency initiatives to improve profitability, and to develop new products and technologies to drive margin expansion and to generate the highest demand for Test & Simulation products and services in the coming years.

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. The strategic acquisition of Endevco has brought together two iconic brands in the test and measurement sensors market, PCB and Endevco, providing for further growth opportunities. This combination of positive factors, including full production ramp-up associated with our U.S. Department of Defense contract and acquisition of Endevco, is anticipated to provide strong double-digit top-line growth, along with Adjusted EBITDA margin expansion, for the Sensors business in fiscal year 2020.

Consolidated
Based on these factors, we maintain our expected outlook for fiscal year 2020 including:



       Metric                              
       Current Outlook

    ---


       Revenue                               
         $955 million to $995 million



       Adjusted EBITDA                       
         $138 million to $158 million



       Diluted earnings per share                     
              $2.05 to $2.35



       Adjusted diluted earnings per share            
              $2.20 to $2.55

The above outlook includes:

    --  $12.0 million to $16.0 million for stock-based compensation,
        acquisition-related and restructuring expenses;
    --  Our most recent acquisitions of Endevco in Sensors and R&D in Test &
        Simulation; and
    --  An anticipated effective tax rate, excluding discrete tax items, of
        15-19% for fiscal year 2020.

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.

FIRST QUARTER CONFERENCE CALL

As announced on January 21, 2020, a conference call will be held on February 4, 2020 (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 9681358. The conference call replay will be available at 1:00 p.m. ET following the call until 1:00 p.m. ET, February 11, 2020. Call toll free +1-888-203-1112 and reference the conference pass code 9681358.

A transcript of the call can also be accessed from the MTS website at http://investor.mts.com beginning on February 5, 2020.

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 3,500 employees as of September 28, 2019 and revenue of $893 million for the fiscal year ended September 28, 2019. 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 and F 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


                                December 28,                                    December 29,
                                        2019                                             2018

                                                                                         ---




     Revenue



     Product                                  $
              178,858                                           $
        175,078



     Service                         26,985                                                          28,103


      Total revenue                  205,843                                                         203,181




     Cost of sales



     Product                        111,639                                                         108,168



     Service                         17,595                                                          16,708


      Total cost of sales            129,234                                                         124,876



      Gross profit                    76,609                                                          78,305



       Gross margin           37.2
            %                                                  38.5
           %





     Operating expenses


      Selling and marketing           32,719                                                          32,089


      General and
       administrative                 21,693                                                          21,078


       Research and
        development                    7,039                                                           7,172


       Total operating
        expenses                      61,451                                                          60,339





      Income from
       operations                     15,158                                                          17,966



       Operating margin        7.4
            %                                                   8.8
           %




      Interest income
       (expense), net                (8,272)                                                        (6,818)


      Other income
       (expense), net                  (431)                                                             49





      Income before income
       taxes                           6,455                                                          11,197


      Income tax provision
       (benefit)                       1,149                                                             696



     Net income                                 $
              5,306                                            $
        10,501






     Earnings per share



     
                 Basic


       Earnings per share                         $
              0.28                                              $
        0.55


       Weighted average
        common shares
        outstanding                   19,146                                                          19,216






     
                 Diluted


       Earnings per share                         $
              0.27                                              $
        0.54


       Weighted average
        common shares
        outstanding                   19,369                                                          19,556





      Dividends declared
       per share                                  $
              0.30                                              $
        0.30


                                            
           
                 MTS SYSTEMS CORPORATION


                                           
            Condensed Consolidated Balance Sheets


                                                 
            (unaudited - in thousands)




                                                    December 28,                          September 28,
                                                            2019                              2019

                                                                                              ---


      ASSETS





      Current assets


       Cash and cash equivalents                                      $
              64,071                      $
        57,937


       Accounts receivable, net                          131,285                             121,260


       Unbilled accounts receivable,
        net                                               67,368                              80,331



      Inventories, net                                  177,017                             167,199


       Prepaid expenses and other
        current assets                                    21,075                              23,761



       Total current assets                              460,816                             450,488




       Property and equipment, net                       101,992                             101,083



      Goodwill                                          429,838                             429,039


       Intangible assets, net                            306,134                             306,585


       Other long-term assets                             30,639                              10,782



      Total assets                                                $
              1,329,419                   $
        1,297,977






      LIABILITIES AND SHAREHOLDERS' EQUITY





      Current liabilities


       Short-term borrowings                                          $
              30,000               
     $


       Current maturities of long-
        term debt, net                                    27,494                              27,969



      Accounts payable                                   46,113                              46,849


       Advance payments from
        customers                                         66,142                              70,520


       Other accrued liabilities                         100,694                             106,238



       Total current liabilities                         270,443                             251,576




       Long-term debt, less current
        maturities, net                                  483,216                             484,648


       Other long-term liabilities                        87,012                              77,694



      Total liabilities                                 840,671                             813,918






      Shareholders' equity


      Common stock, $0.25 par; 64,000 shares
       authorized: 
              19,156 and 19,124
       shares issued and outstanding as
       of December 28, 2019 and September 28, 2019,
       respectively

                                                           4,789                               4,781


       Additional paid-in capital                        183,948                             182,422



      Retained earnings                                 314,887                             315,329


       Accumulated other
        comprehensive income (loss)                     (14,876)                           (18,473)


       Total shareholders' equity                        488,748                             484,059



       Total liabilities and
        shareholders' equity                                       $
              1,329,419                   $
        1,297,977


                                                 
              
                 MTS SYSTEMS CORPORATION


                                            
              Condensed Consolidated Statements of Cash Flows


                                                      
               (unaudited - in thousands)




                                                                   
              Three Months Ended


                                                           December 28,                                December 29,
                                                                   2019                                         2018

                                                                                                                ---



                   Cash Flows from Operating Activities



     Net income                                                           $
              5,306                                   $
     10,501


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


      Stock-based compensation                                    2,167                                                  1,794


      Fair value adjustment to
       acquired inventory                                           540                                                    445



     Depreciation                                                5,662                                                  5,144



     Amortization                                                4,785                                                  3,816


      (Gain) loss on sale or
       disposal of property and
       equipment                                                    612                                                    161


      Amortization of debt
       issuance costs                                               867                                                  1,060


      Deferred income taxes                                          66                                                (1,258)



     Other                                                           2                                                    428


      Changes in operating
       assets and liabilities                                  (25,750)                                              (11,460)



                   Net Cash Provided by
                    (Used in) Operating
                    Activities                                  (5,743)                                                10,631





                   Cash Flows from Investing Activities


      Purchases of property and
       equipment                                               (10,572)                                               (3,773)


      Proceeds from sale of
       property and equipment                                         -                                                    10


      Purchases of business,
       net of acquired cash                                           -                                              (78,032)



     Other                                                           -                                                 (285)


                   Net Cash Provided by
                    (Used in) Investing
                    Activities                                 (10,572)                                              (82,080)





      Cash Flows from Financing Activities


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


      (Payments on) proceeds
       from financing
       arrangements, net                                         28,065                                                (4,119)



     Cash dividends                                            (5,739)                                               (5,359)


      Proceeds from exercise of
       stock options and
       employee stock purchase
       plan                                                          41                                                     38


      Payments to purchase and
       retire common stock                                        (835)                                                 (356)



                   Net Cash Provided by
                    (Used in) Financing
                    Activities                                   21,532                                                 70,595





                   Effect of Exchange Rate
                    Changes on Cash and Cash
                    Equivalents                                     917                                                  (512)





      Increase (decrease) in
       cash and cash
       equivalents during the
       period                                                     6,134                                                (1,366)


      Cash and cash equivalents
       balance, beginning of
       period                                                    57,937                                                 71,804


                   Cash and cash equivalents
                    balance, end of period                                $
              64,071                                   $
     70,438


                                               
              
                Exhibit A


                                        
              
                MTS SYSTEMS CORPORATION


                                           
              Segment Financial Information


                                             
              (unaudited - in thousands)






                                                      
              Three Months Ended


                                      December 28,                                    December 29,
                                              2019                                             2018

                                                                                               ---

                           Test & Simulation Segment

    ---


       Revenue                                      $
              120,730                                          $
          125,560


        Cost of sales                       83,760                                                         86,015


        Gross profit                        36,970                                                         39,545



        Gross margin                          30.6
                                                 %                                                  31.5
          %




        Operating expenses                  29,974                                                         32,214





        Income from
         operations                                    $
              6,996                                            $
          7,331





                           Sensors Segment

    ---


       Revenue                                       $
              85,535                                           $
          77,950


        Cost of sales                       45,899                                                         39,191


        Gross profit                        39,636                                                         38,759



        Gross margin                          46.3
                                                 %                                                  49.7
          %




        Operating expenses                  31,477                                                         28,125





        Income from
         operations                                    $
              8,159                                           $
          10,634





                           Intersegment Eliminations

    ---


       Revenue                                        $
              (422)                                           $
          (329)


        Cost of sales                        (425)                                                         (330)



        Gross profit                             3                                                              1





        Income (loss) from
         operations                                        $
              3                                               $
           1





                           Total Company

    ---


       Revenue                                      $
              205,843                                          $
          203,181


        Cost of sales                      129,234                                                        124,876


        Gross profit                        76,609                                                         78,305



        Gross margin                          37.2
                                                 %                                                  38.5
          %




        Operating expenses                  61,451                                                         60,339





        Income from
         operations                                   $
              15,158                                           $
          17,966


                                                                                            
              
                Exhibit B


                                                                                     
              
                MTS SYSTEMS CORPORATION


                                                                              
            Reconciliation of Adjusted Diluted Earnings Per Share


                                                                                
            (unaudited - in thousands, except per share data)




                                                                            
         Three Months Ended


                                                  
         December 28, 2019                                               
              December 29, 2018


                                      Pre-Tax        Tax               Net                        Pre-Tax                 Tax        
              Net

                                                                                                                                                     ---


     Net income                              $
        6,455                            $
              1,149                              $
              5,306          $
       11,197    $
      696 $
       10,501


      Restructuring expenses
       1                                    -                                                                                                   130      33            97


      Acquisition-related
       expenses (2)                     1,746                           366                       1,380                                            773     162           611


      Acquisition inventory
       fair value adjustment
       (1)                               540                           113                         427                                            445      67           378



      Adjusted net income 3                   $
        8,741                            $
              1,628                              $
              7,113          $
       12,545    $
      958 $
       11,587





      Weighted average diluted common
       shares outstanding                                         19,369                                                                    19,556




      Diluted earnings per
       share                                   $
        0.33                             $
              0.06                               $
              0.27            $
       0.58   $
      0.04   $
       0.54


      Impact of
       restructuring
       expenses                             -                                                                                                  0.01                 0.01


      Impact of acquisition-
       related expenses                  0.09                          0.02                        0.07                                           0.03    0.01          0.02


      Impact of acquisition
       inventory fair value
       adjustment                        0.03                                                     0.03                                           0.02                 0.02



      Adjusted diluted
       earnings per share(3)                   $
        0.45                             $
              0.08                               $
              0.37            $
       0.64   $
      0.05   $
       0.59




              
                (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 EBITDA and Adjusted EBITDA


                                         
              (unaudited - in thousands)






                                                       
              Three Months Ended


                                        December 28,                                   December 29,
                                                2019                                            2018

                                                                                                ---

     Net income                                         $
              5,306                                     $
     10,501


                  Net income margin              2.6                                                      5.2
                                          
            %                                                 
         %




     Income tax provision
      (benefit)                                1,149                                                      696


     Interest expense,
      net                                      8,272                                                    6,818


     Depreciation                              5,662                                                    5,144


     Amortization                              4,785                                                    3,816



     EBITDA (1)                               25,174                                                   26,975




     Stock-based
      compensation                             2,167                                                    1,794


     Restructuring
      expenses                                     -                                                     130


     Acquisition-related
      expenses (2)                             1,746                                                      758


     Acquisition
      inventory fair
      value adjustment                           540                                                      445


     Adjusted EBITDA (1)                               $
              29,627                                     $
     30,102



                  Adjusted EBITDA               14.4                                                     14.8
                   margin 1,3
                                                   %                                                       %




              
                (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 D


                    
              
                MTS SYSTEMS CORPORATION


                      
              Reconciliation of Free Cash Flow


                         
              (unaudited - in thousands)






                           
              Three Months Ended


                  December 28,                                     December 29,
                          2019                                              2018

                                                                            ---

     Net Cash
      Provided by
      (Used in)
      Operating
      Activities                  $
              (5,743)                                    $
      10,631


     Purchases of
      property
      and
      equipment       (10,572)                                                   (3,773)


     Proceeds
      from sale
      of property
      and
      equipment              -                                                        10



     Free cash
      flow(1)                    $
              (16,315)                                     $
      6,868



                            (1)  Denotes non-GAAP
                             financial measure.


                                      
              
                Exhibit E


                               
              
                MTS SYSTEMS CORPORATION


                      
              Reconciliation of EBITDA and Adjusted EBITDA - Outlook


                                    
              (unaudited - in thousands)




                                                  
              Twelve Months Ending



                                                    
              October 3, 2020


                                            
              Low     
              High

                                                                             ---


     Net income                                              $
              40,300             $
      46,200


      Income tax provision (benefit)                 8,700                           11,000


      Interest expense, net                         35,100                           37,200


      Depreciation and amortization                 41,900                           47,600




     EBITDA(1)                                    126,000                          142,000




      Stock-based compensation and
       non-recurring expenses(2)                    12,000                           16,000



     Adjusted EBITDA(1)                                     $
              138,000            $
      158,000




              
                (1)              Denotes non-
                                               GAAP
                                               financial
                                               measure.





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


                                             
              
                Exhibit F


                                      
              
                MTS SYSTEMS CORPORATION


                         
              Reconciliation of Adjusted Diluted Earnings per Share - Outlook


                                           
              (unaudited - in thousands)






                                                              
              Twelve Months Ending



                                                                 
              October 3, 2020


                                                      
              Low                                 High

                                                                                                    ---


     Net income(1)                                                    $
              40,300                  $
       46,200



     Non-recurring expenses 2                                 3,000                                 4,000




     Adjusted net income 3                                            $
              43,300                  $
       50,200





      Weighted average diluted common shares
       outstanding                                            19,700                                19,700





     Diluted earnings per share                                         $
              2.05                    $
       2.35


      Impact of non-recurring expenses(2)                       0.15                                  0.20



      Adjusted diluted earnings per share                                $
              2.20                    $
       2.55




              
                (1)              Refer to
                                               Exhibit E for
                                               tax impact on
                                               net income
                                               guidance.





              
                (2)              Includes
                                               forecast
                                               expenses for
                                               acquisition-
                                               related
                                               expenses and
                                               acquisition
                                               inventory
                                               fair value
                                               adjustment.





              
                (3)              Applied
                                               anticipated
                                               tax rate,
                                               excluding
                                               discrete tax
                                               items, of
                                               approximately
                                               15-19%.

View original content to download multimedia:http://www.prnewswire.com/news-releases/mts-reports-fiscal-2020-first-quarter-financial-results-300997881.html

SOURCE MTS Systems Corporation