MTS Reports Fiscal 2020 Second Quarter Financial Results

EDEN PRAIRIE, Minn., May 4, 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 second quarter ended March 28, 2020.

SECOND QUARTER FINANCIAL AND OPERATING HIGHLIGHTS

    --  Record orders of $277.4 million, an increase of 31.1%, reflecting record
        orders in both our Test & Simulation and Sensors Business Units
    --  Backlog strong at $500.1 million, an increase of 1.4% over prior year
    --  Revenue of $211.5 million, a decline of 9.3%
    --  Sensors revenue growth of 4.6%
    --  GAAP diluted loss per share of $(0.06), reflecting the impact of the
        restructuring actions taken amidst economic uncertainty
    --  Adjusted diluted earnings per share of $0.27, including $0.26 of
        amortization expense


       
              FINANCIAL TABLE




                                                 
      Three Months Ended                                           
        Six Months Ended


                                 
         March 28,               
           March 30,                
     March 28,                 
            March 30,
                                            2020                             2019                        2020                                2019
        (in thousands,
         except per
         share data -
         unaudited)

    ---

        Revenue                                  $
      211,463                                                  $
       233,046                        $
           417,306  $
     436,227


        Revenue %
         increase
         (decrease)                (9.3)
          %                                  21.8
          %                                   (4.3)
          %       13.2
         %


        Gross margin                33.7
          %                                  37.5
          %                                    35.4
          %       38.0
         %


        Operating
         margin                      3.8
          %                                  10.4
          %                                     5.5
          %        9.7
         %


        Earnings (loss)
         before taxes                            $
      (1,069)                                                  $
       17,076                          $
           5,386   $
     28,273


        Net income
         (loss)                          (1,071)                                        14,160                                            4,235             24,661


        Diluted
         earnings
         (loss) per
         share                            (0.06)                                          0.73                                             0.22               1.27


        Adjusted
         diluted
         earnings per
         share(1)                           0.27                                           0.76                                             0.64               1.36


        Adjusted
         EBITDA(1)                        31,527                                         37,554                                           61,154             67,656


        Cash and cash
         equivalents,
         end of period                    66,582                                         74,122


        Backlog, end of
         period                          500,135                                        493,468


        Total debt, end
         of period                       600,592                                        464,420




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

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

"As we confront the ongoing effects of the global COVID-19 pandemic, we are focused on protecting the well-being of our employees and continuing to service our long-standing customer base while managing our cash, maximizing liquidity, and reducing our cost infrastructure. Despite the pandemic's impact, we achieved record orders in the second quarter in both our Test & Simulation and Sensors businesses and a near-record backlog. Notably, our Test & Simulation segment was awarded the largest order in MTS history for an advanced seismic simulation system in China, valued at over $70 million. These results demonstrate the mission-critical nature of our offering and our customers' long-term commitment to new product development.

Towards the end of the quarter, we saw softer demand as the pandemic forced many customers to temporarily shut down their operations and delay orders. Additionally, temporary closures of some of our facilities as well as government restrictions on cross-border access created logistical delays and further limited our employees' access to customers. Nevertheless, as an essential critical infrastructure business, we are continuing to serve clients in the U.S. and in other parts of the world as permissible.

We continue to act decisively to mitigate COVID-19's impact on our business. While the decision to restructure the business and reduce costs was difficult, we completed these initiatives rapidly to improve operating efficiencies and strengthen our financial position. We took further short-term cost actions, including implementing furloughs, extending paid time-off, and reducing work schedules, to address the immediate effects of the virus' impact on our customers, our suppliers and our internal operations. We suspended our dividend to maximize liquidity, helping ensure that we are able to meet our financial obligations while continuing to make the most critical investments in our business.

We remain confident we will emerge from this crisis stronger owing to our highly diverse customer base, our broad geographic footprint, and the critical nature of the MTS product portfolio relative to the markets we serve. While the duration and scale of COVID-19's economic impact remains unknown, we believe companies globally will continue to prioritize R&D over the long-term and that we are uniquely positioned to shorten their development cycles and decrease their costs, supporting their product development and ultimately their success."

HIGHLIGHTS FOR THE 2020 SECOND FISCAL QUARTER

Revenue

Revenue was $211.5 million, down 9.3% compared to the same prior year period, driven by a decline in Test & Simulation, partially offset by growth in Sensors. Test & Simulation revenue decreased primarily due to a decline in volume from the continued weakness in our ground vehicles sector and lower service volume, which was negatively impacted by COVID-19 due to the closure of customer sites. The decline was partially offset by contributions from the acquisition of the R&D entities in Denmark (R&D) of $14.7 million, which was completed early in the second quarter, and volume growth in our structures sector. Sensors experienced continued revenue growth primarily driven by strong global demand in our test sector, which included continued U.S. Department of Defense volume growth and the addition of Endevco, which closed during the fourth quarter of fiscal year 2019. Sensors growth was partially offset by weakness in the other three Sensors sectors driven largely by COVID-19.

Orders

Test & Simulation orders for the quarter were a record at $176.5 million, up 33.6% compared to the same prior year period. This performance was primarily driven by the award of the largest order in MTS history for an advanced seismic simulation system in China, valued at over $70 million, and the addition of wind energy orders from the acquisition of R&D. The increase was partly offset by lower orders in our ground vehicles sector, materials sector and services reflecting the global impact of COVID-19.

Sensors orders for the quarter were $100.9 million, a 27.1% increase compared to the same prior year period primarily driven by additional funding associated with the U.S. Department of Defense, the addition of orders from the acquisition of Endevco and growth in our systems sector. The increase was partially offset by continued weakness in our position and industrial sectors, primarily in Europe.

Backlog

Backlog of $500.1 million, the second highest in MTS history, was up 1.4% compared to the same prior year period. Sequentially, from the first quarter of fiscal year 2020, backlog was up 26.3% driven by the record orders performance in both of our business units. Ending backlog for Test & Simulation and Sensors was $412.1 million and $88.0 million, respectively.

Net Income and Diluted Earnings Per Share

GAAP diluted earnings (loss) per share was $(0.06) compared to $0.73 in the same prior year period on net income (loss) of $(1.1) million and $14.2 million, respectively. The $0.79 decrease was primarily driven by a decline in Test & Simulation gross profit from depressed revenue volume reflecting the impact of COVID-19, higher restructuring costs from actions taken in the second quarter to manage and reduce operating costs, lower Sensors gross profit from unfavorable product mix, higher interest expense on increased debt levels and slightly higher operating expenses in Sensors mainly from the acquisition of Endevco. The decline was partially offset by lower compensation expense in both businesses from cost containment measures and a reduction in the effective tax rate.

Second quarter of fiscal year 2020 and 2019 results include $0.33 and $0.03, respectively, of non-recurring costs associated with restructuring actions taken in the second quarter of fiscal year 2020, and acquisition-related expenses and acquisition inventory fair value adjustment from the acquisitions of R&D in the second quarter of fiscal year 2020 and E2M and Endevco in the first and fourth quarters of fiscal year 2019, respectively. Adjusting for these items, adjusted diluted earnings per share was $0.27 for the second quarter of fiscal 2020, and $0.76 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 Exhibits B and C of this earnings release. Our diluted earnings per share and adjusted earnings per share include the amortization of purchased intangible assets of $0.26 and $0.18 for the three-months ended March 28, 2020 and March 30, 2019, respectively. We incurred pre-tax amortization expense of $6.3 million ($5.0 million post-tax) and $4.4 million ($3.5 million post-tax) for the three-months ended March 28, 2020 and March 30, 2019, respectively, in relation to companies that we have acquired.

Adjusted EBITDA

Adjusted EBITDA declined to $31.5 million in the second quarter of fiscal year 2020, down 16.0% compared to the same prior year period. This decrease was primarily due to a decline in Test & Simulation gross profit from lower revenue volumes reflecting the impact of COVID-19, unfavorable Sensors product mix and higher Sensors operating expenses mainly from the acquisition of Endevco. The decline was partially offset by lower compensation expense in both businesses and cost containment measures. 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.

Coronavirus 2019 (COVID-19) Pandemic

The global spread of COVID-19 has created significant volatility, uncertainty and economic disruption. As an essential critical infrastructure business, we have continued to operate in the U.S. and plan to continue to operate in other parts of the world as permitted. Restrictions on our employees' ability to access our customers and the temporary closures of our facilities or the facilities of our customers negatively impacted our sales and operating results for the second quarter of fiscal year 2020. We anticipate these challenges to continue to negatively impact our fiscal year 2020 revenue and operating results. The future impact COVID-19 will have on our business, operations and financial results is unknown at this time, and we are unable to accurately quantify the impact due to the significant global economic uncertainty. In response, we continue to right-size our operations and manage short-term business risk to allow for bottom-line improvement through the execution of cost savings initiatives previously communicated.

Cost Reductions and Restructuring Actions

Although we believe our financial position is strong, given the level of economic uncertainty, our cost reduction actions provide an increased level of flexibility during these challenging times. We expect to incur total restructuring charges of approximately $8 million to $12 million, which includes approximately $7.0 million to $10.6 million for the reorganization of our Test & Simulation European operations previously announced, during fiscal year 2020 and fiscal year 2021 based on notice period requirements, of which $6.1 million was incurred and recognized in the second quarter of fiscal year 2020. These cost reductions are permanent changes to our business and were focused at reorganization efforts to more efficiently service our customers. We expect these actions to yield annual cost savings exceeding $10 million once fully implemented by the end of fiscal year 2020.

Additionally, we have implemented temporary, incremental cost reduction measures that will provide for further short-term flexibility and will remain in place until we begin to see marked improvement in the markets we serve. These temporary measures will save at least $5 million through the end of fiscal year 2020.

Our combined permanent restructuring actions and temporary cost reduction measures will reduce our expense infrastructure exceeding $10 million through the end of fiscal year 2020. While we expect these actions will be sufficient to provide the needed flexibility to weather the current economic environment, we continue to evaluate the ongoing impact of COVID-19 and may need to take further cost reduction actions or other actions in the future.

Balance Sheet and Liquidity Estimates

During the quarter, our total debt balance increased by $59.9 million to $600.6 million, due to the closing of the acquisition of the R&D entities in Denmark. We ended the quarter with $66.6 million of cash on the balance sheet, leading to a net debt balance of $534.0 million. The ratio of interest-bearing debt to Adjusted EBITDA and the ratio of net interest-bearing debt to Adjusted EBITDA remain in full compliance with the debt covenant levels specified in our debt agreements and debt maturities not occurring until July 2023 and August 2027.

"Our liquidity position remains sound, with over $100M including cash and undrawn credit available through our revolving facility. We continue to maintain a constructive dialogue with lenders and are confident in our ability to access additional capital if needed to preserve the near-term strength of the business and make critical investments to position us for future growth opportunities," stated Brian Ross, Executive Vice President and Chief Financial Officer.

Dividend Suspension

During the second quarter of fiscal year 2020, the Board of Directors declared a quarterly dividend of $0.30 per share. The dividend was paid on March 30, 2020 to shareholders of record as of the close of business on March 16, 2020. As previously announced on April 16, 2020, we are suspending our quarterly dividend of $0.30 per share, equating to approximately $23.0 million in annualized cash payments. The suspension of our dividend helps us maximize our liquidity for the foreseeable future as we face uncertain economic times. Our Board of Directors remains committed to maximizing value to shareholders in the most efficient and effective way possible and will consider future dividends and share repurchases as the economic landscape and visibility improves.

Guidance Suspension

Consistent with our announcement on April 16, 2020, given the continued uncertainties in the business environment, we remain unable to accurately predict the specific extent, or duration, of the impact of COVID-19 on our financial results. As a result, financial guidance has been withdrawn for fiscal year 2020.

SECOND QUARTER CONFERENCE CALL

As announced on April 21, 2020, a conference call will be held on May 5, 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 +1-800-367-2403 (international toll +1-334-777-6978) and reference the conference pass code 3918217. The conference call replay will be available at 1:00 p.m. ET following the call until 1:00 p.m. ET, May 12, 2020. Call toll free +1-888-203-1112 and reference the conference pass code 3918217.

A transcript of the call can also be accessed from the MTS website at http://investor.mts.com/events-and-presentations/presentations beginning on May 6, 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 and E 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, statements about the impact of COVID-19 and related economic uncertainty, 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, the currently-unknown impact of COVID-19 and related economic uncertainty and those described in the "Risk Factors" section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") and updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. The reports referenced above are available on our website at www.mts.com or on the SEC's website at www.sec.gov. Forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events or circumstances.


                                                                                  
             
                 MTS SYSTEMS CORPORATION


                                                                                   
              Consolidated Statements of Income


                                                                            
             (unaudited - in thousands, except per share data)




                                            
        Three Months Ended                                                        
              Six Months Ended


                                 March 28,                          March 30,                             March 28,                                    March 30,
                                      2020                                2019                                   2020                                          2019

                                                                                                                                                             ---




     Revenue



     Product                              $
        183,223                                                               $
              206,690                          $
              362,081  $
        381,769



     Service                       28,240                                             26,356                                                               55,225                54,458


      Total revenue                211,463                                            233,046                                                              417,306               436,227




     Cost of sales



     Product                      121,206                                            129,579                                                              232,845               237,746



     Service                       19,016                                             16,117                                                               36,611                32,826


      Total cost of sales          140,222                                            145,696                                                              269,456               270,572



      Gross profit                  71,241                                             87,350                                                              147,850               165,655



       Gross margin         33.7
            %                                     37.5
           %                                                      35.4
            %                 38.0
                                                                                                                                                                                    %





     Operating expenses


      Selling and marketing         30,131                                             33,395                                                               62,850                65,484


      General and
       administrative               25,997                                             22,105                                                               47,690                43,183


       Research and
        development                  7,143                                              7,676                                                               14,182                14,848


       Total operating
        expenses                    63,271                                             63,176                                                              124,722               123,515





      Income from
       operations                    7,970                                             24,174                                                               23,128                42,140



       Operating margin      3.8
            %                                     10.4
           %                                                       5.5
            %        9.7
            %




      Interest income
       (expense), net              (8,857)                                           (7,368)                                                            (17,129)             (14,186)


      Other income
       (expense), net                (182)                                               270                                                                (613)                  319





      Income (loss) before
       income taxes                (1,069)                                            17,076                                                                5,386                28,273


      Income tax provision               2                                              2,916                                                                1,151                 3,612


      Net income (loss)                    $
        (1,071)                                                               $
              14,160                            $
              4,235   $
        24,661






     Earnings per share



     
                 Basic


       Earnings (loss) per
        share                               $
        (0.06)                                                                 $
              0.74                             $
              0.22     $
        1.28


       Weighted average
        common shares
        outstanding                 19,193                                             19,251                                                               19,169                19,234






     
                 Diluted


       Earnings (loss) per
        share                               $
        (0.06)                                                                 $
              0.73                             $
              0.22     $
        1.27


       Weighted average
        common shares
        outstanding                 19,361                                             19,441                                                               19,361                19,393





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


                                           
              
                 MTS SYSTEMS CORPORATION


                                          
               Condensed Consolidated Balance Sheets


                                                
               (unaudited - in thousands)




                                                       March 28,                            September 28,
                                                            2020                                 2019

                                                                                                 ---


      ASSETS





      Current assets


      Cash and cash equivalents                                       $
              66,582                         $
        57,937


       Accounts receivable, net                          122,207                                121,260


      Unbilled accounts receivable,
       net                                                82,274                                 80,331



     Inventories, net                                   180,191                                167,199


      Prepaid expenses and other
       current assets                                     28,331                                 23,761



       Total current assets                              479,585                                450,488




       Property and equipment, net                       101,856                                101,083



      Goodwill                                          465,411                                429,039


       Intangible assets, net                            344,351                                306,585


       Other long-term assets                             32,645                                 10,782



      Total assets                                                $
              1,423,848                      $
        1,297,977






      LIABILITIES AND SHAREHOLDERS' EQUITY





      Current liabilities


       Short-term borrowings                                          $
              32,000                  
     $


       Current maturities of long-
        term debt, net                                     2,818                                 27,969



      Accounts payable                                   59,107                                 46,849


       Advance payments from
        customers                                         67,323                                 70,520


       Other accrued liabilities                          99,140                                106,238



       Total current liabilities                         260,388                                251,576




       Long-term debt, less current
        maturities, net                                  565,774                                484,648


       Other long-term liabilities                       116,008                                 77,694



      Total liabilities                                 942,170                                813,918






      Shareholders' equity


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


      19,188 and 19,124 shares issued and outstanding
       as


      of March 28, 2020 and
       September 28, 2019,
       respectively                                        4,797                                  4,781


       Additional paid-in capital                        187,551                                182,422



      Retained earnings                                 308,055                                315,329


       Accumulated other
        comprehensive income (loss)                     (18,725)                              (18,473)


       Total shareholders' equity                        481,678                                484,059



       Total liabilities and
        shareholders' equity                                       $
              1,423,848                      $
        1,297,977


                                                                                              
              
                 MTS SYSTEMS CORPORATION


                                                                                         
              Condensed Consolidated Statements of Cash Flows


                                                                                                   
               (unaudited - in thousands)




                                                             
            Three Months Ended                                        
              Six Months Ended


                                                        March 28,                          March 30,                          March 28,                       March 30,
                                                             2020                                2019                                2020                             2019

                                                                                                                                                                    ---



                   Cash Flows from Operating Activities



     Net income                                                  $
              (1,071)                                                     $
              14,160               $
         4,235   $
      24,661


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


      Stock-based compensation                              2,928                                           2,895                                                   5,095           4,689


      Fair value adjustment to
       acquired inventory                                     600                                             539                                                   1,140             984



     Depreciation                                          6,407                                           5,105                                                  12,069          10,249



     Amortization                                          6,270                                           4,403                                                  11,055           8,219


      Accretion of contingent
       consideration                                          456                                                                                                    456


      (Gain) loss on sale or
       disposal of property and
       equipment                                              438                                             349                                                   1,050             510


      Amortization of debt
       issuance costs                                         577                                           1,039                                                   1,444           2,099


      Deferred income taxes                                   827                                              15                                                     893         (1,243)



     Other                                                 (240)                                            659                                                   (238)          1,087


      Changes in operating
       assets and liabilities                            (14,028)                                        (9,126)                                               (39,778)       (20,586)



                   Net Cash Provided by
                    (Used in) Operating
                    Activities                              3,164                                          20,038                                                 (2,579)         30,669





                   Cash Flows from Investing Activities


      Purchases of property and
       equipment                                          (5,709)                                        (5,576)                                               (16,281)        (9,349)


      Proceeds from sale of
       property and equipment                                   -                                                                                                                   10


      Purchases of business,
       net of acquired cash                              (48,104)                                        (3,794)                                               (48,104)       (81,826)



     Other                                                     -                                                                                                                (285)


                   Net Cash Provided by
                    (Used in) Investing
                    Activities                           (53,813)                                        (9,370)                                               (64,385)       (91,450)





      Cash Flows from Financing Activities


      Proceeds from issuance of
       long-term debt                                      58,576                                                                                                 58,576          80,391


      (Payments on) proceeds
       from financing
       arrangements, net                                      718                                         (2,664)                                                 28,783         (6,783)



     Cash dividends                                      (5,747)                                        (5,365)                                               (11,486)       (10,724)


      Proceeds from exercise of
       stock options and
       employee stock purchase
       plan                                                   590                                             663                                                     631             701


      Payments to purchase and
       retire common stock                                   (38)                                           (42)                                                  (873)          (398)



                   Net Cash Provided by
                    (Used in) Financing
                    Activities                             54,099                                         (7,408)                                                 75,631          63,187





                   Effect of Exchange Rate
                    Changes on Cash and Cash
                    Equivalents                             (939)                                            424                                                    (22)           (88)





      Increase (decrease) in
       cash and cash
       equivalents during the
       period                                               2,511                                           3,684                                                   8,645           2,318


      Cash and cash equivalents
       balance, beginning of
       period                                              64,071                                          70,438                                                  57,937          71,804


                   Cash and cash equivalents
                    balance, end of period                         $
              66,582                                                      $
              74,122              $
         66,582   $
      74,122


                                                                                                 
             
                Exhibit A


                                                                                           
             
               MTS SYSTEMS CORPORATION


                                                                                             
             Segment Financial Information


                                                                                               
             (unaudited - in thousands)






                                                   
         Three Months Ended                                                       
             Six Months Ended


                                      March 28,                             March 30,                            March 28,                                   March 30,
                                           2020                                   2019                                  2020                                         2019

                                                                                                                                                                   ---

                           Test & Simulation Segment

    ---


       Revenue                                   $
         125,497                                                              $
             151,032                          $
           246,227   $
       276,592


        Cost of sales                    92,388                                               103,742                                                            176,148            189,757


        Gross profit                     33,109                                                47,290                                                             70,079             86,835



        Gross margin                       26.4
                                              %                                        31.3
           %                                                    28.5
            %       31.4
         %




        Operating expenses               33,914                                                34,606                                                             63,888             66,820





        Income (loss) from
         operations                                 $
         (805)                                                              $
             12,684                            $
           6,191    $
       20,015





                           Sensors Segment

    ---


       Revenue                                    $
         86,198                                                               $
             82,375                          $
           171,733   $
       160,325


        Cost of sales                    48,062                                                42,301                                                             93,961             81,492


        Gross profit                     38,136                                                40,074                                                             77,772             78,833



        Gross margin                       44.2
                                              %                                        48.6
           %                                                    45.3
            %       49.2
         %




        Operating expenses               29,357                                                28,570                                                             60,834             56,695





        Income from
         operations                                 $
         8,779                                                               $
             11,504                           $
           16,938    $
       22,138





                           Intersegment Eliminations

    ---


       Revenue                                     $
         (232)                                                               $
             (361)                           $
           (654)    $
       (690)


        Cost of sales                     (228)                                                (347)                                                             (653)             (677)



        Gross profit                        (4)                                                 (14)                                                               (1)              (13)





        Income (loss) from
         operations                                   $
         (4)                                                                $
             (14)                             $
           (1)     $
       (13)





                           Total Company

    ---


       Revenue                                   $
         211,463                                                              $
             233,046                          $
           417,306   $
       436,227


        Cost of sales                   140,222                                               145,696                                                            269,456            270,572


        Gross profit                     71,241                                                87,350                                                            147,850            165,655



        Gross margin                       33.7
                                              %                                        37.5
           %                                                    35.4
            %       38.0
         %




        Operating expenses               63,271                                                63,176                                                            124,722            123,515





        Income from
         operations                                 $
         7,970                                                               $
             24,174                           $
           23,128    $
       42,140


                                                                                                               
              
                Exhibit B


                                                                                                        
              
                MTS SYSTEMS CORPORATION


                                                                                                
              Reconciliation of Adjusted Diluted Earnings Per Share


                                                                                                  
              (unaudited - in thousands, except per share data)






                                                                                       
       Three Months Ended


                                                          
             March 28, 2020                                                             
              March 30, 2019


                                            Pre-Tax    
          Tax    
              Net                    Pre-Tax   
              Tax   
              Net

                                                                                                                                             ---

     Net income (loss)                              $
          (1,069)                              $
              2                                      $
              (1,071)        $
         17,076     $
        2,916   $
         14,160


     Restructuring expenses
      1                                       6,138                            1,788                       4,350


     Acquisition-related
      expenses (1)                            1,878                              409                       1,469                                                      262   55               207


     Acquisition inventory
      fair value adjustment
      (1)                                      600                              126                         474                                                      539   81               458



     Adjusted net income 2                            $
          7,547                           $
              2,325                                        $
              5,222         $
         17,877     $
        3,052   $
         14,825





     Weighted average diluted common shares
      outstanding                                                          19,361                                                                              19,441




     Diluted earnings
      (loss) per share                               $
          (0.06)                  
       $                                                          $
              (0.06)          $
         0.88      $
        0.15     $
         0.73


     Impact of
      restructuring
      expenses                                 0.32                             0.10                        0.22


     Impact of acquisition-
      related expenses                         0.11                             0.02                        0.09                                                     0.01                  0.01


     Impact of acquisition
      inventory fair value
      adjustment                               0.03                             0.01                        0.02                                                     0.03 0.01              0.02



     Adjusted diluted
      earnings per share(2)                            $
          0.40                            $
              0.13                                         $
              0.27           $
         0.92      $
        0.16     $
         0.76



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




                            (2)   Denotes non-GAAP
                             financial measure.


                                                                                                
              
                Exhibit C


                                                                                         
              
                MTS SYSTEMS CORPORATION


                                                                         
        Reconciliation of Earnings Per Share Excluding Restructuring, Acquisition-Related


                                                                               
              and Acquisition Inventory Fair Value Adjustment Expenses


                                                                                   
              (unaudited - in thousands, except per share data)






                                                                            
        Six Months Ended


                                                   
           March 28, 2020                                                    
              March 30, 2019


                                      Pre-Tax   
         Tax     
              Net                        Pre-Tax      
              Tax     
              Net

                                                                                                                                                 ---


     Net income                               $
         5,386                           $
              1,151                                $
              4,235             $
       28,273   $
      3,612 $
       24,661


      Restructuring expenses
       1                                6,138                           1,788                      4,350                                              130         33            97


      Acquisition-related
       expenses (1)                     3,624                             775                      2,849                                            1,035        217           818


      Acquisition inventory
       fair value adjustment
       (1)                             1,140                             239                        901                                              984        148           836



      Adjusted net income 2                   $
         16,288                           $
              3,953                               $
              12,335             $
       30,422   $
      4,010 $
       26,412





      Weighted average diluted common
       shares outstanding                                           19,361                                                                     19,393




      Diluted earnings per
       share                                    $
         0.28                            $
              0.06                                 $
              0.22               $
       1.46    $
      0.19   $
       1.27


      Impact of
       restructuring
       expenses                          0.32                            0.10                       0.22                                             0.01                    0.01


      Impact of acquisition-
       related expenses                  0.19                            0.04                       0.15                                             0.05       0.01          0.04


      Impact of acquisition
       inventory fair value
       adjustment                        0.06                            0.01                       0.05                                             0.05       0.01          0.04



      Adjusted diluted
       earnings per share(2)                    $
         0.85                            $
              0.21                                 $
              0.64               $
       1.57    $
      0.21   $
       1.36



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




                            (2)   Denotes non-GAAP
                             financial measure.


                                                                                              
              
                Exhibit D


                                                                                         
            
                MTS SYSTEMS CORPORATION


                                                                                     
            Reconciliation of EBITDA and Adjusted EBITDA


                                                                                            
              (unaudited - in thousands)






                                              
            Three Months Ended                                                 
              Six Months Ended


                                    March 28, 2020                        March 30, 2019                           March 28, 2020                       March 30, 2019

                                                                                                                                                                   ---

     Net income (loss)                             $
              (1,071)                                                              $
              14,160                   $
       4,235   $
      24,661


                  Net income margin          (0.5)                                                6.1                                                               1.0          5.7
                                        
            %                                         
            %                                                       
            %      
        %




     Income tax provision                        2                                               2,916                                                             1,151        3,612


     Interest expense,
      net                                    8,857                                               7,368                                                            17,129       14,186


     Depreciation                            6,407                                               5,105                                                            12,069       10,249


     Amortization                            6,270                                               4,403                                                            11,055        8,219



     EBITDA (1)                             20,465                                              33,952                                                            45,639       60,927




     Stock-based
      compensation                           2,928                                               2,895                                                             5,095        4,689


     Restructuring
      expenses                               6,138                                                                                                                6,138          130


     Acquisition-related
      expenses (2)                           1,396                                                 168                                                             3,142          926


     Acquisition
      inventory fair
      value adjustment                         600                                                 539                                                             1,140          984


     Adjusted EBITDA (1)                            $
              31,527                                                               $
              37,554                  $
       61,154   $
      67,656



                  Adjusted EBITDA             14.9                                                16.1                                                              14.7         15.5
                   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 and
                             interest expense that is otherwise
                             included in the interest expense,
                             net line.




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


                                                                                
            
                Exhibit E


                                                                         
            
                MTS SYSTEMS CORPORATION


                                                                           
            Reconciliation of Free Cash Flow


                                                                              
            (unaudited - in thousands)






                            
            Three Months Ended                                               
              Six Months Ended


                  March 28, 2020                        March 30, 2019                    March 28, 2020                          March 30, 2019

                                                                                                                                             ---

     Net Cash
      Provided by
      (Used in)
      Operating
      Activities                   $
              3,164                                                        $
              20,038                     $
       (2,579)  $
      30,669


     Purchases of
      property
      and
      equipment          (5,709)                                       (5,576)                                                          (16,281)      (9,349)


     Proceeds
      from sale
      of property
      and
      equipment                -                                                                                                                           10



     Free cash
      flow(1)                    $
              (2,545)                                                       $
              14,462                    $
       (18,860)  $
      21,330



                            (1)   Denotes non-GAAP
                             financial measure.

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SOURCE MTS Systems Corporation