-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TcqG++AFVDfmOATlUyiqwnYyjfrGl1cRnK5wemycZG7yhFvmYT0ErXf4ff86Yee6 AyJfS7Y2sGw3LG8dN1ab+Q== 0000897101-03-000810.txt : 20030722 0000897101-03-000810.hdr.sgml : 20030722 20030722170230 ACCESSION NUMBER: 0000897101-03-000810 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030722 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MTS SYSTEMS CORP CENTRAL INDEX KEY: 0000068709 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 410908057 STATE OF INCORPORATION: MN FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-02382 FILM NUMBER: 03796912 BUSINESS ADDRESS: STREET 1: 14000 TECHNOLOGY DR CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-2290 BUSINESS PHONE: 6129374000 MAIL ADDRESS: STREET 1: 14000 TECHNOLOGY DR CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: RESEARCH INC DATE OF NAME CHANGE: 19670216 8-K 1 mts033111_8k.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 22, 2003 MTS SYSTEMS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MINNESOTA 0-2382 41-0908057 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (952) 937-4000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================ ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release issued by the registrant on July 22, 2003. The contents of internet addresses included in such press release are not incorporated by reference into the press release or this filing. ITEM 9. REGULATION FD DISCLOSURE (INFORMATION BEING FURNISHED UNDER 12). In accordance with the Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition," is instead being furnished under Item 9, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 22, 2003, the registrant issued a press release regarding the registrant's results of operations for the third quarter of fiscal 2003. The full text of the press release is filed as Exhibit 99.1 to this Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MTS SYSTEMS CORPORATION (Registrant) Date: July 22, 2003 By: /s/ Susan E. Knight ----------------------- Susan E. Knight Vice President and Chief Financial Officer MTS SYSTEMS CORPORATION FORM 8-K REPORT INDEX TO EXHIBITS Exhibit Description No. - ---------- ---------------- 99.1 Press Release issued by the registrant on July 22, 2003. The contents of internet addresses included in such press release are not incorporated by reference into the press release or this filing. EX-99.1 3 mts033111_ex99-1.txt EXHIBIT 99.1 [LOGO] MTS SYSTEMS CORPORATION - ----- 14000 Technology Drive MTS Eden Prairie, MN 55344-2290 - -----(R) Telephone 952-937-4000 FAX 952-937-4515 - -------------------------------------------------------------------------------- NEWS RELEASE FOR IMMEDIATE RELEASE For More Information Contact: JULY 22, 2003 Susan Knight, Chief Financial Officer (952) 937-4000 Paul Runice, Treasurer (952) 937-4003 MTS REPORTS THIRD QUARTER RESULTS AND CONFIRMS 2003 EPS GUIDANCE Eden Prairie, Minn., July 22, 2003 - MTS Systems Corporation (Nasdaq: MTSC) today reported net income of $5.7 million, or $0.27 per diluted share, for its third quarter ended June 28, 2003, compared to net income of $3.3 million, or $0.15 per diluted share, for the third quarter of fiscal 2002, on flat revenue. Cash and short-term investments increased $32.5 million in the quarter, driven by continued favorable working capital performance in addition to proceeds from the sale of discontinued operations. "We delivered operating profit for the quarter in line with our expectations for the second half of the year, while further strengthening the balance sheet," said Sidney W. Emery, Jr., Chairman and CEO. "While orders were greater than anticipated, we see no significant near-term improvement in capital spending in our markets. We remain confident that MTS will deliver earnings per share in the high $0.80's to low $0.90's range for fiscal 2003." Third quarter orders were slightly more than expected at $97.8 million, an increase of 5 percent compared to orders of $93.2 million for third quarter of fiscal 2002, with strength in Europe and Asia more than offsetting continued weakness in North America. Backlog increased approximately 14 percent in the quarter, from $148 million to $169 million. Third quarter revenue was in line with expectations at $79.3 million, roughly flat with revenue of $79.7 million for third quarter of fiscal 2002. Income before discontinued operations was $4.1 million, or $0.19 per diluted share, compared to income before discontinued operations of $3.4 million, or $0.16 per diluted share, for the third quarter of fiscal 2002. Associated with the third quarter sale of its Automation division, the Company recorded a gain on discontinued operations of $1.2 million, net of taxes, or $0.06 per share, in addition to $0.02 per share from operations of the discontinued businesses during the quarter. SEGMENT RESULTS - --------------- TEST SEGMENT (FORMERLY "MECHANICAL TESTING & SIMULATION" SEGMENT): Orders for the Test segment were $85.7 million for the third quarter, up 4 percent compared to orders of $82.8 million for third quarter of fiscal 2002, primarily due to strength in the international motorsports and aerospace markets. The automotive and infrastructure markets continue to experience weak demand. Backlog increased 15 percent, from $141 million to approximately $162 million. Third quarter revenue was $66.7 million, a decrease of 4 percent compared to $69.3 million for third MTS News Release Page 2 quarter of fiscal 2002, primarily due to lower backlog at the beginning of the quarter and the timing of new bookings during the quarter. The gross margin rate for the Test segment was 36.6 percent, a decrease of 0.5 percentage points compared to 37.1 percent for third quarter of fiscal 2002, due to product mix. The segment reported $6.1 million in income from operations, unchanged compared to the third quarter of fiscal 2002, on a 4 percent decline in revenue. INDUSTRIAL SEGMENT (FORMERLY "FACTORY AUTOMATION" SEGMENT): Orders for the Industrial segment were $12.1 million for the third quarter, an increase of 16 percent compared to orders of $10.4 million for third quarter of fiscal 2002. Orders for the Sensors business increased in both North America and Europe due to customer inventory replenishment and sales into new markets. Backlog remained flat in the quarter at approximately $7 million. Revenue was $12.6 million for the quarter, an increase of 21 percent compared to revenue of $10.4 million for third quarter of fiscal 2002, driven by European sales in the Sensors business and stronger development revenues associated with the AeroMet business. The Industrial gross margin rate was 50.1 percent, unchanged from third quarter of fiscal 2002. Income from operations was $1.1 million compared to $0.6 million for third quarter of fiscal year 2002, driven by improved volume and reduced operating expenses. THIRD QUARTER CONFERENCE CALL - ----------------------------- A conference call will be held on Wednesday, July 23, at 9:00 a.m. CDT (10:00 a.m. EDT). Call +1-773-756-4703; state the Passcode "Third Quarter" and conference leader "Chip Emery". Telephone re-play will be available through 5:00 p.m. CDT, August 22, 2003. Call +1-402-530-8077 and state the Passcode "4006." If you prefer to listen live over the Internet - please log on to the web at http://www.mts.com/news/financial_news.htm and click on the Vcall webcast image. The call will be archived through 5:00 p.m. CDT, August 22, 2003. ABOUT MTS SYSTEMS CORPORATION - ----------------------------- MTS Systems Corporation is a global supplier of integrated simulation solutions that help customers accelerate and improve their design, development, and manufacturing processes. MTS supplies products for determining the mechanical behavior of materials, products and structures - including computer-based testing and simulation systems, modeling and testing software, and consulting services - as well as products for automating manufacturing processes. MTS had 1,900 employees and revenue from continuing operations of $327 million for the fiscal year ended September 28, 2002. Additional information on MTS can be found on the worldwide web at http://www.mts.com. THIS 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. IN ADDITION TO THE FACTORS DISCUSSED ABOVE, OTHER IMPORTANT RISK FACTORS ARE DELINEATED IN THE COMPANY'S SEC REPORTS, INCLUDING FORM 10-K FOR THE YEAR ENDED SEPTEMBER 28, 2002. (more) MTS News Release Page 3 MTS SYSTEMS CORPORATION Consolidated Balance Sheets (unaudited - in thousands of dollars, except per share data)
JUNE 28, September 28, 2003 2002 --------- --------- ASSETS Current Assets: Cash and cash equivalents $ 99,034 $ 62,456 Short-term investments 46,696 35,094 Accounts receivable, net of allowances for doubtful accounts 50,613 59,943 Unbilled contracts and retainage receivable 27,215 32,276 Inventories 31,503 34,773 Prepaid expense 4,658 5,380 Current deferred tax asset 8,739 8,739 Other current assets 940 19 Assets of discontinued operations -- 15,311 --------- --------- Total current assets 269,398 253,991 --------- --------- Property and Equipment: Land 3,247 3,247 Buildings and improvements 47,276 44,723 Machinery and equipment 84,219 79,679 Accumulated depreciation (77,773) (70,765) --------- --------- Total property and equipment, net 56,969 56,884 --------- --------- Goodwill 4,388 4,268 Other assets 2,477 3,363 Non-current deferred tax asset 1,593 1,593 --------- --------- Total Assets $ 334,825 $ 320,099 ========= ========= LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Notes payable $ 400 $ 598 Current maturities of long-term debt 6,831 8,605 Accounts payable 13,562 13,137 Accrued payroll-related costs 31,365 26,112 Advance payments from customers 43,962 37,209 Accrued warranty costs 5,036 4,482 Accrued income taxes 5,807 11,120 Other accrued liabilities 10,299 9,917 Liabilities of discontinued operations -- 1,795 --------- --------- Total current liabilities 117,262 112,975 --------- --------- Deferred income taxes 1,881 1,519 Long-term debt, less current maturities 36,044 42,790 Other long-term liabilities 926 550 --------- --------- Total Liabilities 156,113 157,834 --------- --------- Shareholders' Investment: Common stock, $.25 par; 64,000,000 shares authorized: 21,172,000 and 21,208,000 shares issued and outstanding 5,293 5,302 Additional paid-in capital 8,589 9,770 Retained earnings 158,245 146,857 Accumulated other comprehensive income 6,585 336 --------- --------- Total shareholders' investment 178,712 162,265 --------- --------- Total Liabilities and Shareholders' Investment $ 334,825 $ 320,099 ========= =========
MTS News Release Page 4 MTS SYSTEMS CORPORATION Consolidated Statements of Income (unaudited - in thousands of dollars, except per share data)
Three Months Ended Nine Months Ended ----------------------- ----------------------- JUNE 28, June 30, JUNE 28, June 30, 2003 2002 2003 2002 --------- --------- --------- --------- Revenue $ 79,312 $ 79,695 256,987 $ 243,958 Cost of sales 48,573 48,872 161,622 150,069 --------- --------- --------- --------- Gross profit 30,739 30,823 95,365 93,889 --------- --------- --------- --------- Operating expenses: Selling 12,951 12,611 39,303 38,779 General and administrative 6,637 7,988 20,078 19,895 Research and development 3,986 3,540 11,609 12,113 --------- --------- --------- --------- Total operating expenses 23,574 24,139 70,990 70,787 --------- --------- --------- --------- Income from operations 7,165 6,684 24,375 23,102 --------- --------- --------- --------- Interest expense 811 969 2,804 3,071 Interest income (660) (224) (1,764) (529) Gain on sale of investments -- -- -- (2,630) Other expense (income), net 917 898 (795) (800) --------- --------- --------- --------- Income before income taxes, discontinued operations, and cumulative effect of accounting change 6,097 5,041 24,130 23,990 Provision for income tax 2,012 1,620 7,963 7,912 --------- --------- --------- --------- Income before discontinued operations and cumulative effect of accounting change 4,085 3,421 16,167 16,078 --------- --------- --------- --------- Discontinued operations: Income (loss) from discontinued operations, net of tax 419 (162) 199 (3,943) Gain (loss) on sale of discontinued businesses, net of tax 1,225 -- (1,177) -- Cumulative effect of accounting change, net of tax -- -- -- (9,198) --------- --------- --------- --------- Income (loss) from discontinued operations, net of tax 1,644 (162) (978) (13,141) --------- --------- --------- --------- Income before cumulative effect of accounting change on continuing operations 5,729 3,259 15,189 2,937 Cumulative effect of accounting change on continuing operations, net of tax -- -- -- (4,523) --------- --------- --------- --------- Net income (loss) $ 5,729 $ 3,259 $ 15,189 $ (1,586) ========= ========= ========= ========= Earnings (loss) per share: Basic- Income before discontinued operations and cumulative effect of accounting change $ 0.19 $ 0.16 $ 0.77 $ 0.76 Discontinued operations: Income (loss) from discontinued operations, net of tax 0.02 (0.01) 0.01 (0.19) Gain (loss) on sale of discontinued businesses, net of tax 0.06 0.00 (0.06) 0.00 Cumulative effect of accounting change, net of tax 0.00 0.00 0.00 (0.44) --------- --------- --------- --------- Income (loss) from discontinued operations, net of tax 0.08 (0.01) (0.05) (0.63) --------- --------- --------- --------- Income before cumulative effect of accounting change on continuing operations 0.27 0.15 0.72 0.13 Cumulative effect of accounting change, net of tax 0.00 0.00 0.00 (0.21) --------- --------- --------- --------- Earnings (loss) per share $ 0.27 $ 0.15 $ 0.72 $ (0.08) ========= ========= ========= ========= Weighted average number of common shares outstanding - basic 21,049 21,123 21,098 21,069 ========= ========= ========= ========= Diluted- Income before discontinued operations and cumulative effect of accounting change $ 0.19 $ 0.16 $ 0.76 $ 0.75 Discontinued operations: Income (loss) from discontinued operations, net of tax 0.02 (0.01) 0.01 (0.18) Gain (loss) on sale of discontinued businesses, net of tax 0.06 0.00 (0.06) 0.00 Cumulative effect of accounting change, net of taxes 0.00 0.00 0.00 (0.43) --------- --------- --------- --------- Income (loss) from discontinued operations, net of tax 0.08 (0.01) (0.05) (0.61) --------- --------- --------- --------- Income before cumulative effect of accounting change on continuing operations 0.27 0.15 0.71 0.14 Cumulative effect of accounting change, net of tax 0.00 0.00 0.00 (0.21) --------- --------- --------- --------- Earnings (loss) per share $ 0.27 $ 0.15 $ 0.71 $ (0.07) ========= ========= ========= ========= Weighted average number of common shares outstanding - diluted 21,433 21,411 21,397 21,381 ========= ========= ========= =========
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