8-K

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): April 20, 2004

MTS SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MINNESOTA	0-2382	41-0908057
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER 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 12.	Results of Operations and Financial Condition
	On April 20, 2004, the registrant issued a press release regarding the registrant’s results of operations for the second quarter of fiscal 2004. The full text of the press release is furnished 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: April 20, 2004	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 No.	Description
99.1	Press Release issued on April 20, 2004 regarding the registrant's results of operations for the second quarter of fiscal 2004, furnished pursuant to Item 12 of this Form 8-K.

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE	For More Information Contact:
April 20, 2004	Susan Knight, Chief Financial Officer (952)937-4000 Paul Runice, Treasurer (952) 937-4003

MTS Reports Strong Second Quarter Earnings and Confirms 2004 EPS Guidance

Eden Prairie, Minn., April 20, 2004 – MTS Systems Corporation (NASDAQ: MTSC) today reported net income of $6.5 million, or $0.30 per diluted share, for its second quarter ended March 27, 2004, a 63 percent increase compared to net income of $4.0 million, or $0.19 per diluted share, for the second quarter of fiscal 2003. Second quarter income before discontinued operations of $6.5 million, or $0.30 per diluted share, was essentially flat compared to prior year income before discontinued operations of $6.4 million, or $0.30 per diluted share.

Second quarter orders were $87.5 million, an increase of 11 percent compared to orders of $78.8 million for second quarter of fiscal 2003, driven by increased Test segment volume in Europe and Asia and the receipt of a $10 million order in the ground vehicles market. Backlog decreased approximately 3 percent in the quarter, from $222 million to $216 million, reflecting the second quarter cancellation of a $10 million order, partially offset by favorable currency translation.

“As projected, earnings delivered in the quarter were up strongly due to the previous divestiture of under-performing businesses and improved operational performance across both segments,” said Sidney W. Emery, Jr., Chairman and CEO. “While overall orders increased, the North American marketplace did not show signs of recovery. Based on the first half results, we are confirming our full year earnings per share guidance of $1.15-$1.20, which reflects anticipated second half investments in both business segments.”

Second quarter revenue was in line with the Company’s expectations at $88.2 million, a decrease of 5 percent compared to revenue of $93.2 million for the second quarter of fiscal 2003. This decrease was primarily due to prior year revenue associated with a large aerospace project that did not repeat in the current quarter. Additionally, $4.6 million of favorable currency translation offset lower volume compared to the prior year.

Second quarter income from operations was $9.2 million, an increase of 12 percent compared to income from operations of $8.2 million for the second quarter of fiscal 2003, primarily driven by higher margin product mix in both the Test and Industrial segments.

Cash flow provided by operations was approximately $19 million for the second quarter, driven by continued working capital improvement and strong earnings.

Segment Results

Test Segment:

Orders for the Test segment were $75.2 million for the second quarter, up 14 percent compared to orders of $65.7 million for second quarter of fiscal 2003, primarily due to improved volume in both Europe and Asia. Backlog decreased 2 percent, from $213 million to $208 million, reflecting a $10 million order

MTS News Release
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cancellation in second quarter, partially offset by favorable currency translation. Second quarter revenue was $74.1 million, a decrease of 8 percent compared to $80.8 million for second quarter of fiscal 2003, primarily due to project timing and significant prior year revenue associated with a large aerospace project which did not repeat in the current quarter. Gross profit as a percent of revenue was 36.6 percent, an increase of 2.2 percentage points compared to 34.4 percent for second quarter of fiscal 2003, due to higher-margin revenue mix. The segment reported $7.3 million in income from operations, unchanged compared to the second quarter of fiscal 2003.

Industrial Segment:

Orders for the Industrial segment were $12.3 million for the second quarter, a decrease of 6 percent compared to orders of $13.1 million for second quarter of fiscal 2003. This decrease reflects the prior year receipt of a $1.5 million contract by AeroMet, partially offset by increased orders in the Sensors business. Backlog decreased 11 percent, from $9 million to $8 million. Revenue was $14.1 million for the second quarter, an increase of 14 percent compared to revenue of $12.4 million for second quarter of fiscal 2003, driven by increased volume in the Sensors business. Gross profit as a percent of revenue was 49.9 percent, an increase of 5.6 percentage points compared to 44.3 percent for second quarter of fiscal 2003, reflecting favorable product mix and one-time costs in the prior year associated with a canceled contract. Income from operations was $1.9 million, an increase of 111 percent compared to income from operations of $0.9 million for second quarter of fiscal 2003, driven by improved revenue volume and higher margins.

Second Quarter Conference Call

A conference call will be held on Wednesday, April 21, at 9:00 a.m. CDT (10:00 a.m. EDT). Call +1-630-395-0025; state the Passcode “Second Quarter” and conference leader “Chip Emery”. Telephone re-play will be available through 6:00 p.m. CDT, May 21, 2004. Call +1-402-220-4107 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 webcast image. The call will be archived through 6:00 p.m. CDT, July 21, 2004.

About MTS Systems Corporation

MTS Systems Corporation is a global supplier of testing products that help customers accelerate and improve their design, development, and manufacturing processes. MTS products are used for determining the mechanical behavior of materials, products, and structures and include computer-based testing and simulation systems, modeling and testing software, and consulting services. The Company is also a leading manufacturer of industrial position sensors. MTS had 1,630 employees and revenue of $340 million for the fiscal year ended September 27, 2003. 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 27, 2003.

(more)

MTS News Release
Page 3

MTS SYSTEMS CORPORATION
Consolidated Statements of Income
(unaudited - in thousands, except per share data)

	Three Months Ended						Six Months Ended
	March 27, 2004			March 29, 2003			March 27, 2004			March 29, 2003
Revenue	$	88,239		$	93,236		$	172,870		$	177,675
Cost of sales		54,037			59,916			103,979			113,049
Gross profit		34,202			33,320			68,891			64,626
Operating expenses:
Selling		14,888			13,490			28,438			26,352
General and administrative		6,658			7,618			13,032			13,441
Research and development		3,458			4,043			7,060			7,623
Total operating expenses		25,004			25,151			48,530			47,416
Income from operations		9,198			8,169			20,361			17,210
Interest expense		(679	)		(949	)		(1,382	)		(1,993	)
Interest income		447			617			865			1,104
Other income, net		668			1,729			1,322			1,712
Income before income taxes and discontinued operations		9,634			9,566			21,166			18,033
Provision for income taxes		3,093			3,184			7,048			5,951
Income before discontinued operations		6,541			6,382			14,118			12,082
Discontinued operations:
Loss from discontinued operations, net of tax		—			(17	)		—			(220	)
Loss on sale of discontinued businesses, net of tax		—			(2,402	)		—			(2,402	)
Loss from discontinued operations, net of tax		—			(2,419	)		—			(2,622	)
Net income	$	6,541		$	3,963		$	14,118		$	9,460
Earnings per share:
Basic-
Income before discontinued operations	$	0.31		$	0.30		$	0.67		$	0.57
Discontinued operations:
Loss from discontinued operations, net of tax		—			—			—			(0.01	)
Loss on sale of discontinued businesses, net of tax		—			(0.11	)		—			(0.11	)
Loss from discontinued operations, net of tax		—			(0.11	)		—			(0.12	)
Earnings per share	$	0.31		$	0.19		$	0.67		$	0.45
Weighted average number of common shares outstanding - basic		21,113			21,112			20,936			21,122
Diluted-
Income before discontinued operations	$	0.30		$	0.30		$	0.65		$	0.56
Discontinued operations:
Loss from discontinued operations, net of tax		—			—			—			(0.01	)
Loss on sale of discontinued businesses, net of tax		—			(0.11	)		—			(0.11	)
Loss from discontinued operations, net of tax		—			(0.11	)		—			(0.12	)
Earnings per share	$	0.30		$	0.19		$	0.65		$	0.44
Weighted average number of common shares outstanding - diluted		22,021			21,404			21,752			21,379

MTS News Release
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MTS SYSTEMS CORPORATION
Consolidated Balance Sheets
(unaudited — in thousands, except per share data)

	March 27, 2004			September 27, 2003
ASSETS
Current Assets:
Cash and cash equivalents	$	161,034		$	74,183
Short-term investments		--			58,560
Accounts receivable, net of allowances for doubtful accounts		65,040			59,637
Unbilled contracts and retainage receivable		22,397			21,939
Inventories		34,119			34,709
Prepaid expense		5,369			3,928
Current deferred tax asset		9,692			9,682
Other current assets		550			2,075
Assets held for sale		1,589			—
Total current assets		299,790			264,713
Property and Equipment:
Land		2,478			3,247
Buildings and improvements		46,601			47,031
Machinery and equipment		87,095			84,834
Accumulated depreciation		(82,582	)		(78,908	)
Total property and equipment, net		53,592			56,204
Goodwill		4,425			4,383
Other assets		2,295			2,562
Non-current deferred tax asset		2,529			2,516
Total Assets	$	362,631		$	330,378
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Notes payable	$	4,770		$	383
Current maturities of long-term debt		6,848			6,839
Accounts payable		14,852			10,483
Accrued payroll-related costs		20,656			24,742
Advance payments from customers		48,485			40,456
Accrued warranty costs		5,271			4,862
Accrued income taxes		7,666			5,571
Other accrued liabilities		15,580			15,838
Total current liabilities		124,128			109,174
Deferred income taxes		6,502			6,265
Long-term debt, less current maturities		29,238			30,487
Other long-term liabilities		9,133			8,346
Total Liabilities		169,001			154,272
Shareholders' Investment:
Common stock, $.25 par; 64,000 shares authorized:
21,124 and 20,720 shares issued and outstanding		5,281			5,180
Additional paid-in capital		4,259			1,534
Retained earnings		173,682			162,076
Accumulated other comprehensive income		10,408			7,316
Total shareholders' investment		193,630			176,106
Total Liabilities and Shareholders' Investment	$	362,631		$	330,378