MTS Reports Fiscal 2020 Third Quarter Financial Results

EDEN PRAIRIE, Minn., Aug. 3, 2020 /PRNewswire/ -- MTS Systems Corporation (Nasdaq: MTSC), a leading global supplier of advanced test systems, motion simulators and precision sensors, today reported financial results for its fiscal year 2020 third quarter ended June 27, 2020.

THIRD QUARTER FINANCIAL AND OPERATING HIGHLIGHTS

    --  Positive operating cash flow of $16.0 million
    --  Backlog of $451.4 million, an increase of 1.8% over prior year
    --  Revenue of $196.2 million, a decline of 15.5% over prior year,
        reflecting the global impact of the COVID-19 pandemic
    --  GAAP diluted earnings per share of $0.23, including $0.08 of discrete
        tax benefits
    --  Adjusted diluted earnings per share of $0.44, including $0.26 of
        amortization expense
    --  Subsequent to quarter end, amended revolving credit facility to enhance
        operating and financial flexibility

FINANCIAL TABLE


                                                                      
          Three Months Ended                             
            Nine Months Ended


                                                          
           June 27,                     
     June 29,                
     June 27,                      
          June 29,
                                                                      2020                            2019                       2020                                  2019

       (in thousands, except per share data - unaudited)

    ---


       Revenue                                                            $
            196,225                                           $
            232,209                    $
           613,531  $
      668,436



       Revenue % increase (decrease)                       (15.5)
          %                                 19.3
          %                                    (8.2)
          %       15.2
         %



       Gross margin                                          33.4
          %                                 36.6
          %                                     34.8
          %       37.5
         %



       Operating margin                                       6.4
          %                                  9.9
          %                                      5.8
          %        9.7
         %



       Earnings before taxes                                                $
            3,351                                            $
            16,190                      $
           8,737   $
      44,463



       Net income                                                   4,389                                        13,585                                             8,624             38,246



       Diluted earnings per share                                    0.23                                          0.70                                              0.45               1.97



       Adjusted diluted earnings per share(1)                        0.44                                          0.71                                              1.08               2.07



       Adjusted EBITDA(1)                                          28,800                                        35,357                                            89,954            103,013



       Cash and cash equivalents, end of period                    65,073                                        75,735



       Backlog, end of period                                     451,435                                       443,271



       Total debt, end of period                                  595,096                                       462,516




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

EXECUTIVE COMMENTARY - RANDY J. MARTINEZ, INTERIM PRESIDENT AND CHIEF EXECUTIVE OFFICER

"During my first two months as MTS' Interim President and Chief Executive Officer, I have seen firsthand the critical role we play in building global infrastructure, supporting decarbonization efforts, and driving success for our customers. I am inspired by how our employees have continued this vital work during the last quarter despite the global pandemic.

Throughout the third quarter, we acted decisively to mitigate COVID-19's impact on our business. We strengthened our financial position through restructuring and cost reduction initiatives, temporary curtailments in cash compensation for our Board of Directors and senior executives, and the suspension of dividend payments. More recently, we amended our revolving credit facility to maximize our liquidity position under our current capital structure. Importantly, we executed these initiatives while maintaining a safe work environment for our employees and business continuity for our customers.

We experienced softer demand as the pandemic forced many customers to temporarily shut down their operations and delay orders. This was partially offset by top-line contributions from our recent acquisition of the R&D entities in Denmark, which have shown strong momentum since the transaction was completed early in the second quarter of fiscal year 2020.

As we look to the fourth quarter, we expect to sustain our performance sequentially while recognizing improvements in our order profile. Despite continuing challenges posed by the pandemic, we remain confident that our differentiated technology, industry-leading engineering, deep customer relationships, global footprint and strong talent pool will drive future growth.

Our top priority remains protecting the well-being of our employees while providing a high-quality service to our valued customers. I am committed to executing on our strategic initiatives and returning MTS to strong profitability."

HIGHLIGHTS FOR THE 2020 THIRD FISCAL QUARTER

Revenue

Revenue was $196.2 million, down 15.5% compared to the same prior year period, due to declines in Test & Simulation and Sensors. Both businesses were negatively impacted by COVID-19 due to the closure of customer sites, travel restrictions and delayed customer spending. Test & Simulation revenue decreased primarily due to a decline in volume from softness in our ground vehicles and materials sectors, coupled with lower service volume. The decline was partially offset by top-line contributions from the acquisition of the R&D entities in Denmark (R&D) of $14.1 million, which was completed early in the second quarter of fiscal year 2020. Sensors revenue declined due to softness in all sectors except our test sector, which included the addition of Endevco, which closed during the fourth quarter of fiscal year 2019, and continued U.S. Department of Defense volume growth. Importantly, we had no material cancellations of orders or backlog in the third quarter.

Orders

Test & Simulation orders for the quarter were $80.9 million, down 22.1% compared to the same prior year period primarily driven by lower orders in our ground vehicles sector and lower services orders reflecting the global impact of COVID-19. The decrease was partly offset by the addition of wind energy orders from the acquisition of R&D.

Sensors orders for the quarter were $70.3 million, down 8.5% compared to the same prior year period primarily driven by lower orders in our position, industrial and systems sectors reflecting the global impact of COVID-19. The decrease was partially offset by growth in our test sector primarily driven by additional funding associated with the U.S. Department of Defense and the addition of orders from the acquisition of Endevco.

Backlog

Backlog remained strong at $451.4 million, which reflects an increase of 1.8% compared to the same prior year period. Sequentially, from the second quarter of fiscal year 2020, backlog was down 9.7% driven by revenue realized during the third quarter outpacing order bookings. Ending backlog for Test & Simulation and Sensors was $373.3 million and $78.1 million, respectively.

Net Income and Diluted Earnings Per Share

GAAP diluted earnings per share was $0.23 compared to $0.70 in the same prior year period on net income of $4.4 million and $13.6 million, respectively. The $0.47 decrease was primarily driven by a decline in gross profit as the result of lower revenue volume in both businesses reflecting the impact of COVID-19. Additionally, we had higher Test & Simulation restructuring costs from actions taken in the second and third quarters of fiscal year 2020 to manage and reduce operating costs, higher interest expense on increased debt levels, the R&D contingent consideration fair value adjustment and higher acquisition-related costs due to the R&D and Endevco acquisitions. The decline was partially offset by lower compensation expense in both businesses, cost containment measures and a reduction in the effective tax rate which includes $0.08 of discrete tax benefits in the third quarter of fiscal year 2020.

Third quarter of fiscal year 2020 and 2019 results include $0.21 and $0.01, respectively, of non-recurring costs associated with restructuring actions taken in fiscal year 2020, the R&D contingent consideration fair value adjustment, acquisition-related expenses, and E2M and Endevco acquisition inventory fair value adjustments. R&D was acquired early in the second quarter of fiscal year 2020, and E2M and Endevco were acquired in the first and fourth quarters of fiscal year 2019, respectively. Adjusting for these items, adjusted diluted earnings per share was $0.44 for the third quarter of fiscal 2020, and $0.71 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 diluted earnings per share include the amortization of purchased intangible assets of $0.26 and $0.18 for the third quarter of fiscal year 2020 and 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 third quarter of fiscal year 2020 and 2019, respectively, in relation to companies that we have acquired.

Adjusted EBITDA

Adjusted EBITDA declined to $28.8 million in the third quarter of fiscal year 2020, down 18.5% compared to the same prior year period. The decrease was primarily driven by a decline in gross profit from lower revenue in both businesses reflecting the impact of COVID-19, partially offset by lower compensation expense 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 Update

The COVID-19 pandemic continues to create significant volatility, uncertainty and economic disruption resulting in an adverse impact on all facets of our business. We have taken swift action to mitigate impact and solidify our financial position. We are currently operating in all markets we serve as permitted, and our production capacity continues to recover as jurisdictions ease work restrictions throughout the world. However, restrictions on our employees' ability to access our customers, temporary closures of customer facilities and delays in customer spending have negatively impacted our sales and operating results for the third quarter of fiscal year 2020. Given the evolving nature of the pandemic, at this time, we cannot forecast with reasonable accuracy the pace of recovery across our end markets during the fourth quarter.

Cost Reductions and Restructuring Actions

As mentioned in our second quarter earnings release, we have taken swift cost reduction actions to provide an increased level of flexibility during these challenging times. We previously stated that we expect to realize at a minimum $10.0 million in cost savings from these actions in the second half of fiscal year 2020 and we have met or slightly exceeded the savings target for the third quarter of fiscal year 2020. We expect to see at least the same amount for the fourth quarter of fiscal year 2020 allowing us to achieve or slightly exceed our overall target of $10.0 million in cost savings.

Balance Sheet and Liquidity

During the quarter, our total debt balance decreased $5.5 million to $595.1 million as we continue to pay-down our outstanding debt balance. We ended the quarter with $65.1 million of cash on the balance sheet, leading to a net debt balance of $530.0 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. On July 30, 2020, subsequent to quarter end, we amended our revolving credit facility to provide operational and financial flexibility as we navigate COVID-19 and continued macroeconomic uncertainty.

"Our recently amended credit facility has allowed us to nearly double our total liquidity position to approximately $180 million before considering any letters of credit," said Brian Ross, Executive Vice President and Chief Financial Officer. "Our financial position is sound, further supported by free cash flow generation during the third quarter. We remain focused on our financial priorities, including maximizing liquidity and effectively managing our cost infrastructure, and we will continue to engage our lenders to support our financial flexibility to navigate the near-term environment and position us to return to growth as the market recovery takes hold."

THIRD QUARTER CONFERENCE CALL

As announced on July 20, 2020, a conference call will be held on August 4, 2020 (tomorrow), at 11:00 a.m. ET (10:00 a.m. CT). Randy J. Martinez, Interim 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 8588209. The conference call replay will be available at 1:00 p.m. ET following the call until 1:00 p.m. ET, August 11, 2020. Call toll free +1-888-203-1112 and reference the conference pass code 8588209.

A transcript of the call can also be accessed from the MTS website at http://investor.mts.com/events-and-presentations/presentations beginning on August 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 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. Words such as "may," "will," "should," "expects," "intends," "projects," "plans," "believes," "estimates," "targets," "anticipates," and similar expressions identify forward-looking statements in 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                                                      
             Nine Months Ended


                                                        June 27,                            June 29,                          June 27,                               June 29,
                                                            2020                                 2019                               2020                                    2019

                                                                                                                                                                          ---




     Revenue



     Product                                                    $
        175,223                                                           $
          205,528                         $
              537,304  $
        587,297



     Service                                             21,002                                                26,681                                                   76,227                81,139



     Total revenue                                      196,225                                               232,209                                                  613,531               668,436




     Cost of sales



     Product                                            116,491                                               130,514                                                  349,336               368,260



     Service                                             14,239                                                16,592                                                   50,850                49,418



     Total cost of sales                                130,730                                               147,106                                                  400,186               417,678




     Gross profit                                        65,495                                                85,103                                                  213,345               250,758




      Gross margin                               33.4
            %                                       36.6
            %                                          34.8
            %       37.5
            %





     Operating expenses



     Selling and marketing                               26,857                                                33,321                                                   89,707                98,805



     General and administrative                          19,692                                                20,621                                                   67,382                63,804



      Research and development                            6,303                                                 8,160                                                   20,485                23,008



      Total operating expenses                           52,852                                                62,102                                                  177,574               185,617






     Income from operations                              12,643                                                23,001                                                   35,771                65,141




      Operating margin                            6.4
            %                                        9.9
            %                                           5.8
            %        9.7
            %





     Interest income (expense), net                     (8,846)                                              (6,687)                                                (25,975)             (20,873)



     Other income (expense), net                          (446)                                                (124)                                                 (1,059)                  195






     Income before income taxes                           3,351                                                16,190                                                    8,737                44,463



     Income tax provision (benefit)                     (1,038)                                                2,605                                                      113                 6,217



     Net income                                                   $
        4,389                                                            $
          13,585                           $
              8,624   $
        38,246






     Earnings per share



     
                
                   Basic



      Earnings per share                                           $
        0.23                                                              $
          0.70                            $
              0.45     $
        1.99



      Weighted average common shares outstanding         19,229                                                19,297                                                   19,189                19,255






     
                
                   Diluted



      Earnings per share                                           $
        0.23                                                              $
          0.70                            $
              0.45     $
        1.97



      Weighted average common shares outstanding         19,315                                                19,520                                                   19,349                19,436






     Dividends declared per share                  
              $                                                                           $
          0.30                            $
              0.60     $
        0.90



                                                            
       
            
                   MTS SYSTEMS CORPORATION


                                                              
         Condensed Consolidated Balance Sheets


                                                                  
           (unaudited - in thousands)




                                                                                                   
              June 27,                 September 28,
                                                                                                                  2020                      2019

                                                                                                                                            ---


      ASSETS





      Current assets



     Cash and cash equivalents                                                                                           $
        65,073                      $
        57,937



      Accounts receivable, net                                                                                118,686                     121,260



     Unbilled accounts receivable, net                                                                         91,787                      80,331



     Inventories, net                                                                                         177,210                     167,199



     Prepaid expenses and other current assets                                                                 30,363                      23,761




      Total current assets                                                                                    483,119                     450,488





      Property and equipment, net                                                                             100,160                     101,083



      Goodwill                                                                                                465,978                     429,039



      Intangible assets, net                                                                                  342,901                     306,585



      Other long-term assets                                                                                   30,962                      10,782



      Total assets                                                                                                    $
        1,423,120                   $
        1,297,977






      LIABILITIES AND SHAREHOLDERS' EQUITY





      Current liabilities



      Short-term borrowings                                                                                              $
        27,000               
     $



      Current maturities of long-term debt, net                                                                 2,830                      27,969



      Accounts payable                                                                                         51,639                      46,849



      Advance payments from customers                                                                          64,980                      70,520



      Other accrued liabilities                                                                                95,935                     106,238




      Total current liabilities                                                                               242,384                     251,576





      Long-term debt, less current maturities, net                                                            565,266                     484,648



      Other long-term liabilities                                                                             126,614                      77,694



      Total liabilities                                                                                       934,264                     813,918






      Shareholders' equity



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



     19,220 and 19,124 shares issued and outstanding as



     of June 27, 2020 and September 28, 2019, respectively                                                      4,805                       4,781



      Additional paid-in capital                                                                              187,128                     182,422



      Retained earnings                                                                                       312,444                     315,329



      Accumulated other comprehensive income (loss)                                                          (15,521)                   (18,473)



      Total shareholders' equity                                                                              488,856                     484,059




      Total liabilities and shareholders' equity                                                                      $
        1,423,120                   $
        1,297,977



                                                                                                 
            
                
                   MTS SYSTEMS CORPORATION


                                                                                                    
            Condensed Consolidated Statements of Cash Flows


                                                                                                            
               (unaudited - in thousands)




                                                                                                     
            Three Months Ended                                
              Nine Months Ended


                                                                                                 June 27,                                 June 29,              June 27,                       June 29,
                                                                                                     2020                                      2019                   2020                            2019

                                                                                                                                                                                                    ---




     
                
                  Cash Flows from Operating Activities



     Net income                                                                                           $
              4,389                                                $
              13,585              $
           8,624  $
     38,246



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



     Stock-based compensation                                                                        119                                                 2,609                                     5,214             7,298



     Fair value adjustment to acquired inventory                                                       -                                                  157                                     1,140             1,141



     Depreciation                                                                                  5,218                                                 5,236                                    17,287            15,485



     Amortization                                                                                  6,288                                                 4,449                                    17,343            12,668



     Accretion of contingent consideration                                                           439                                                                                            895



     Contingent consideration fair value adjustment                                                1,301                                                                                          1,301



     (Gain) loss on sale or disposal of property and equipment                                     1,277                                                    42                                     2,327               552



     Amortization of debt issuance costs                                                             776                                                   708                                     2,220             2,807



     Deferred income taxes                                                                           825                                                 (187)                                    1,718           (1,430)



     Other                                                                                           366                                                   370                                       128             1,457



     Changes in operating assets and liabilities                                                 (4,999)                                              (7,668)                                 (44,777)         (28,254)




     
                
                  Net Cash Provided by (Used in) Operating Activities              15,999                                                19,301                                    13,420            49,970






     
                
                  Cash Flows from Investing Activities



     Purchases of property and equipment                                                         (4,863)                                              (8,028)                                 (21,144)         (17,377)



     Proceeds from sale of property and equipment                                                      -                                                                                                             10



     Purchases of business, net of acquired cash                                                 (1,164)                                              (1,700)                                 (49,268)         (83,526)



     Other                                                                                            87                                                                                             87             (285)



     
                
                  Net Cash Provided by (Used in) Investing Activities             (5,940)                                              (9,728)                                 (70,325)        (101,178)






     Cash Flows from Financing Activities



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



     (Payments on) proceeds from financing arrangements, net                                     (6,615)                                              (2,438)                                   22,168           (9,221)



     Cash dividends                                                                              (5,719)                                              (5,375)                                 (17,205)         (16,099)



     Proceeds from exercise of stock options and employee stock purchase plan                        (1)                                                  996                                       630             1,697



     Payments to purchase and retire common stock                                                  (303)                                                (986)                                  (1,176)          (1,384)




     
                
                  Net Cash Provided by (Used in) Financing Activities            (12,638)                                              (7,803)                                   62,993            55,384






     
                
                  Effect of Exchange Rate Changes on Cash and Cash Equivalents      1,070                                                 (157)                                    1,048             (245)






     Increase (decrease) in cash and cash equivalents during the period                          (1,509)                                                1,613                                     7,136             3,931



     Cash and cash equivalents balance, beginning of period                                       66,582                                                74,122                                    57,937            71,804



     
                
                  Cash and cash equivalents balance, end of period                        $
              65,073                                                $
              75,735             $
           65,073  $
     75,735


                                                                                                  
             
               
                  Exhibit A


                                                                                           
             
               
                  MTS SYSTEMS CORPORATION


                                                                                                     
             Segment Financial Information


                                                                                                       
             (unaudited - in thousands)






                                                                            
       Three Months Ended                                                        
         Nine Months Ended


                                                                  June 27,                          June 29,                              June 27,                               June 29,
                                                                      2020                               2019                                   2020                                    2019

                                                                                                                                                                                      ---

                                      Test & Simulation Segment

    ---


       Revenue                                                            $
       116,404                                                               $
         148,328                           $
             362,631     $
            424,920



       Cost of sales                                               87,629                                            104,053                                                       263,777                293,810



       Gross profit                                                28,775                                             44,275                                                        98,854                131,110




       Gross margin                                        24.7
            %                                    29.8
            %                                               27.3
            %         30.9
           %





       Operating expenses                                          29,067                                             32,851                                                        92,955                 99,671






       Income (loss) from operations                                        $
       (292)                                                               $
         11,424                             $
             5,899      $
            31,439






       
                
                  
     Sensors Segment

    ---


       Revenue                                                             $
       80,222                                                                $
         84,231                           $
             251,955     $
            244,556



       Cost of sales                                               43,502                                             43,424                                                       137,463                124,916



       Gross profit                                                36,720                                             40,807                                                       114,492                119,640




       Gross margin                                        45.8
            %                                    48.4
            %                                               45.4
            %         48.9
           %





       Operating expenses                                          23,785                                             29,251                                                        84,619                 85,946






       Income from operations                                              $
       12,935                                                                $
         11,556                            $
             29,873      $
            33,694





                                      Intersegment Eliminations

    ---


       Revenue                                                              $
       (401)                                                                $
         (350)                          $
             (1,055)    $
            (1,040)



       Cost of sales                                                (401)                                             (371)                                                      (1,054)               (1,048)




       Gross profit                                                     -                                                21                                                           (1)                     8






       Income (loss) from operations                         
              $                                                                                $
         21                               $
             (1)          $
            8






       
                
                  
     Total Company

    ---


       Revenue                                                            $
       196,225                                                               $
         232,209                           $
             613,531     $
            668,436



       Cost of sales                                              130,730                                            147,106                                                       400,186                417,678



       Gross profit                                                65,495                                             85,103                                                       213,345                250,758




       Gross margin                                        33.4
            %                                    36.6
            %                                               34.8
            %         37.5
           %





       Operating expenses                                          52,852                                             62,102                                                       177,574                185,617






       Income from operations                                              $
       12,643                                                                $
         23,001                            $
             35,771      $
            65,141



                                                                                                                                                                    
              
                
                  Exhibit B


                                                                                                                                                             
              
                
                  MTS SYSTEMS CORPORATION


                                                                                                                                                            
              Reconciliation of Adjusted Diluted Earnings Per Share


                                                                                                                                                              
              (unaudited - in thousands, except per share data)






                                                                                                                                                                                         
              Three Months Ended


                                                                                                                                                         
              June 27, 2020                                                                     
              June 29, 2019


                                                                                                                                       Pre-Tax     
              Tax    
              Net                           Pre-Tax    
              Tax   
              Net

                                                                                                                                                                                                                                                     ---


     Net income                                                                                                                                 $
              3,351                                  $
              (1,038)                                     $
              4,389                                         $
              16,190    $
       2,605  $
        13,585



     Restructuring expenses 1                                                                                                           2,745                                   615                               2,130



     Acquisition-related expenses (1)                                                                                                   1,243                                   268                                 975                                                     98                       21                                 77



     Acquisition inventory fair value adjustment (1)                                                                                        -                                                                                                                           157                       24                                133



     Contingent consideration fair value adjustment (1)                                                                                 1,301                                   286                               1,015




     Adjusted net income 2                                                                                                                      $
              8,640                                      $
              131                                      $
              8,509                                         $
              16,445    $
       2,650  $
        13,795






     Weighted average diluted common shares outstanding                                                                                                                   19,315                                                                                    19,520





     Diluted earnings per share                                                                                                                  $
              0.17                                   $
              (0.06)                                      $
              0.23                                           $
              0.84     $
       0.14    $
        0.70



     Impact of restructuring expenses                                                                                                    0.14                                  0.03                                0.11



     Impact of acquisition-related expenses                                                                                              0.07                                  0.02                                0.05



     Impact of acquisition inventory fair value adjustment                                                                                  -                                                                                                                          0.01                                                       0.01



     Impact of contingent consideration fair value adjustment                                                                            0.07                                  0.02                                0.05




     Adjusted diluted earnings per share(2)                                                                                                      $
              0.45                                     $
              0.01                                       $
              0.44                                           $
              0.85     $
       0.14    $
        0.71








     
                
                  1   
                In determining the tax impact of restructuring expenses, acquisition-related expenses, acquisition inventory fair value adjustment and contingent consideration 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 Adjusted Diluted Earnings Per Share


                                                                                                                                                          
              (unaudited - in thousands, except per share data)






                                                                                                                                                                                         
              Nine Months Ended


                                                                                                                                                          
              June 27, 2020                                                                    
              June 29, 2019


                                                                                                                                       Pre-Tax     
              Tax     
              Net                             Pre-Tax   
              Tax   
              Net

                                                                                                                                                                                                                                                       ---


     Net income                                                                                                                                  $
              8,737                                       $
              113                                       $
              8,624                                    $
              44,463   $
      6,217 $
       38,246



     Restructuring expenses 1                                                                                                           8,883                                  2,403                                6,480                                                     130                   33                                97



     Acquisition-related expenses (1)                                                                                                   4,867                                  1,043                                3,824                                                   1,133                  238                               895



     Acquisition inventory fair value adjustment (1)                                                                                    1,140                                    239                                  901                                                   1,141                  172                               969



     Contingent consideration fair value adjustment (1)                                                                                 1,301                                    286                                1,015




     Adjusted net income 2                                                                                                                      $
              24,928                                     $
              4,084                                      $
              20,844                                    $
              46,867   $
      6,660 $
       40,207






     Weighted average diluted common shares outstanding                                                                                                                    19,349                                                                                      19,436





     Diluted earnings per share                                                                                                                   $
              0.45                     
              $                                                            $
              0.45                                      $
              2.29    $
      0.32   $
       1.97



     Impact of restructuring expenses                                                                                                    0.46                                   0.13                                 0.33



     Impact of acquisition-related expenses                                                                                              0.25                                   0.05                                 0.20                                                    0.06                 0.01                              0.05



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



     Impact of contingent consideration fair value adjustment                                                                            0.07                                   0.02                                 0.05




     Adjusted diluted earnings per share(2)                                                                                                       $
              1.29                                      $
              0.21                                        $
              1.08                                      $
              2.41    $
      0.34   $
       2.07








     
                
                  1
                  In determining the tax impact of restructuring expenses, acquisition-related expenses, acquisition inventory fair value adjustment and contingent consideration 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                                                         
              Nine Months Ended


                                                                                                              June 27, 2020                                   June 29, 2019                             June 27, 2020                                   June 29, 2019

                                                                                                                                                                                                                                                                  ---


     Net income                                                                                                               $
              4,389                                                                         $
              13,585                                                         $
        8,624   $
      38,246



     
                
                  Net income margin                                                                     2.2                                                             5.9                                                                         1.4                                      5.7
                                                                                                                 
            %                                                     
            %                                                                 
            %                                  
        %





     Income tax provision                                                                                          (1,038)                                                          2,605                                                                         113                                    6,217



     Interest expense, net                                                                                           8,846                                                           6,687                                                                      25,975                                   20,873



     Depreciation                                                                                                    5,218                                                           5,236                                                                      17,287                                   15,485



     Amortization                                                                                                    6,288                                                           4,449                                                                      17,343                                   12,668




     EBITDA (1)                                                                                                     23,703                                                          32,562                                                                      69,342                                   93,489





     Stock-based compensation                                                                                          119                                                           2,609                                                                       5,214                                    7,298



     Restructuring expenses (2)                                                                                      2,932                                                                                                                                      9,070                                      130



     Acquisition-related expenses (2)                                                                                  745                                                              29                                                                       3,887                                      955



     Acquisition inventory fair value adjustment                                                                         -                                                            157                                                                       1,140                                    1,141



     Contingent consideration fair value adjustment                                                                  1,301                                                                                                                                      1,301




     Adjusted EBITDA (1)                                                                                                     $
              28,800                                                                         $
              35,357                                                        $
        89,954  $
      103,013




     
                
                  Adjusted EBITDA margin 1,3                                                           14.7                                                            15.2                                                                        14.7
                                                                                                                 
            %                                                     
            %                                                                                                             
        %
                                                                                                                                                                                                                                                                    %                                    15.4





     
                
                  1
                  Denotes non-GAAP financial measure.




                                  2 
                  Restructuring and 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                                      
              Nine Months Ended


                                                                                       June 27,                                 June 29,                    June 27,                       June 29,
                                                                                           2020                                      2019                         2020                            2019

                                                                                                                                                                                                ---


     Net Cash Provided by (Used in) Operating Activities                                        $
             15,999                                                      $
              19,301              $
         13,420  $
      49,970



     Purchases of property and equipment                                               (4,863)                                              (8,028)                                       (21,144)        (17,377)



     Proceeds from sale of property and equipment                                            -                                                                                                                  10




     Free cash flow(1)                                                                          $
             11,136                                                      $
              11,273             $
         (7,724) $
      32,603








     
                
                  1
                   Denotes non-GAAP financial measure.

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SOURCE MTS Systems Corporation