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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (Fee Required)
For The Fiscal Year Ended September 30, 1998 Commission File Number 0-2382
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MTS SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 612-937-4000 41-0908057
(State or other jurisdiction (Telephone number of registrant (I.R.S. Employer
of incorporation or including area code) Identification No.)
organization)
14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MINNESOTA 55344-9763
(Address of principle executive offices) (Zip Code)
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK (PAR VALUE OF $.25 PER SHARE)
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
_X_ Yes ___ No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
As of November 30, 1998, 18,598,890 shares of the Registrant's Common
Stock were outstanding and the aggregate market value of such Common Stock
(based upon the average of the high and low prices) held by non-affiliates was
$215,938,000.
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DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for Fiscal Year ended September 30, 1998 - Parts
I, II and IV.
Proxy Statement for Annual Meeting of Shareholders, statement dated prior to
January 26, 1999 - Part III.
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MTS SYSTEMS CORPORATION
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PART I
ITEM 1. BUSINESS
MTS Systems Corporation (hereafter called "MTS" or "the Company" or "the
Registrant") is a technology-based company providing engineering services,
equipment, and software for applications in research, product development,
quality control and production.
MTS bases its business on a set of building-block technologies and business
processes. Technologies include sensors for measuring machine and process
parameters, control technologies for test and process automation, hydraulic and
electric servodrives for precise actuation, and application software to tailor
the test or automation system to the customer's needs and to analyze results.
Business processes include project and product styles of operations on a
worldwide basis. In combination, they offer solutions to customers in a variety
of markets.
In the Mechanical Testing and Simulation sector, customers use the Company's
products and services in research, product development and quality control to
determine the mechanical properties and performance of materials, products and
structures. Many of the Company's products and services support the customers'
mechanical design automation processes. In the Factory Automation sector,
customers use the Company's measurement and control instrumentation to measure
process variables and to automate production processes.
CUSTOMERS AND PRODUCTS BY BUSINESS SECTOR
The Company's operations are organized into two business sectors: 1) Mechanical
Testing and Simulation (MT&S), and 2) Factory Automation (FA). The operational
alignment of the sectors allows the Company to maintain a strategic focus on
markets with different applications of the Company's technologies and with
different competitors.
Mechanical Testing and Simulation Sector: Customers in this sector use MTS's
systems and software for research, product development and quality control in
the design and manufacture of materials, products and structures. Customer
industries in this sector include:
1
AIRCRAFT AND AEROSPACE VEHICLE MANUFACTURERS AND THEIR SUPPLIERS: These
customers use the Company's systems and software for full scale structural tests
on complete vehicles and principal subsystems such as landing gear.
In the aircraft industry, the Company's customers include manufacturers of
commercial, military and general aviation planes and their suppliers, such as
engine manufacturers.
The space vehicle industry utilizes the Company's systems and software for such
applications as solid fuel development and heat shield studies.
Both aircraft and space vehicle manufacturers and their suppliers use the
Company's systems and software to perform research on new materials and to
control quality in the manufacturing of materials.
CIVIL ENGINEERING: This market is comprised of university and government
laboratories, and construction and mineral/petroleum production companies.
Systems sold in this market include seismic (earthquake) simulators, civil
construction component (e.g., beam) testing systems, pavement material testing
systems, and specialized systems for rock and soil studies in construction and
mineral/petroleum production.
CONSUMER AND BIOMECHANICAL PRODUCTS/MATERIAL PRODUCERS: Customers use the
Company's electromechanical and servohydraulic material testing systems in
research, product development and extensively for quality control during
production. In addition, customers use the Company's nanoindentation systems to
test and measure mechanical properties of products where microscopic precision
is required.
Typical consumer products are made of textiles, paper products and plastic films
of many types. Biomechanical products include implants, prostheses and other
medical and dental devices and materials. Material producers include metal,
ceramic, composite, paper and plastic manufacturers.
GROUND VEHICLE INDUSTRY: This market consists of automobile, truck, motorcycle
and off-road vehicle manufacturers and their suppliers. This market is the
largest within the MT&S sector.
Applications of the Company's systems and software include the design and
production testing of engines and drivetrains, suspension and steering
components, body and chassis, tires and wheels, and fuel storage and exhaust
components. Vehicle manufacturers strive to improve performance, durability and
safety, accelerate design development work and decrease the cost to manufacture
their products and components.
2
ADVANCED SYSTEMS: The Company also offers highly customized systems for
simulation and testing through its Advanced Engineering Solutions Division
(AESD). These systems frequently embody technology which is new to the
application. Customers of AESD come from all industries served by the MT&S
sector - aerospace and advanced materials, civil engineering, and ground
vehicles - as well as customers from other industries interested in the
development of new manufacturing technologies and systems such as welding and
material processing.
TITANIUM PRODUCTS: The Company, through its wholly owned subsidiary, AeroMet
Corporation, has developed an innovative laser direct metal deposition process
for manufacturing titanium parts. The process uses a laser to fuse titanium
powder, layer upon layer, into solid structures. This computer driven process
significantly reduces the time required to produce large complex parts.
MT&S sector accounted for 78% of revenue in 1998, 79% of revenue in 1997 and 82%
of revenue in 1996. It represents the oldest and is the principal market for the
Company's technology.
Factory Automation Sector: FA customers use MTS products in discrete part
manufacturing and chemical process industries. Products in this sector include:
DISPLACEMENT POSITION AND LIQUID-LEVEL SENSORS BASED ON MAGNETOSTRICTIVE
TECHNOLOGY. Displacement sensors accurately measure position up to 25 feet. They
are used where accurate positioning and continuous control are critical, such as
in discrete (piece part) manufacturing machinery, mobile equipment, process
control elements and continuous measurement devices. Major applications include
injection molding machines, servo-hydraulic cylinders, presses of all types,
sawmills, logging and other mobile machinery and valve or flow control.
Displacement sensors are also used in high volume applications requiring low
cost position feedback. MTS builds a version of its technology in various
lengths and configurations, but at very high rates affording on-board low cost
solutions to industries such as automotive, appliance, medical, agricultural,
marine, aeronautic and other non-manufacturing markets.
Liquid level sensors accurately measure the level of liquids in tanks and other
vessels up to 60 feet. These sensors are marketed to control continuous
processes in chemical, pharmaceutical, bio-technology and other related markets.
The need for highly reliable accurate measurement of one or more fluid levels is
common in most of these applications. MTS markets liquid level sensors to both
end users, such as chemical producing companies, and to original equipment
manufacturers and private label companies who build level measurement or leak
detection into their control systems or as accessories for remote indication and
control devices.
SERVO MOTORS, AMPLIFIERS AND CONTROLLERS: Customers use high-performance
brushless servo motors and amplifiers for challenging factory automation
applications in a wide range of industries, including machine tools, fabrication
3
and packaging. Specialized plug-in amplifiers are used in light duty
applications such as the semiconductor and textile industries. The Company's
controllers are used for precise control of a wide variety of applications
ranging from simple applications requiring only one axis of control to
high-speed, complex operations requiring up to 28 axes of control. These
combined product lines address the need for high performance systems and are
used primarily by original equipment manufacturers and large end users.
The FA sector accounted for 22% of revenue in 1998, 21% of revenue in 1997, and
18% of revenue in 1996.
COMMON TECHNOLOGIES
MTS' systems and products in both sectors are constructed using employees'
application engineering know-how with common technology building block
components generally composed of measuring and actuation devices, electronic
controls and application software. Many of these components are proprietary and
are developed and manufactured within the Company.
MTS employees engineer or configure the components into products and systems to
match the application called for in the customer's order. Frequently,
special-purpose software is developed to meet a customer's unique requirements.
Such software often represents a significant part of the value added by the
Company. Services offered to system customers include on-site installation,
training of customer personnel, technical manuals and continuing maintenance.
Such services are often included in the contract amount charged for completed
systems, but these services may be purchased separately, during and after the
system warranty period.
Certain proprietary products, such as sensors, process controls, motors,
actuators and process software and firmware are sold as products to end users
and to other companies for incorporation into their systems, machines or
processes. All products and most systems are sold on fixed-price contracts.
Complex systems and applied research in the MT&S sector are in some cases
undertaken on "cost-plus-fixed-fee" contract basis.
1998 PRODUCT DEVELOPMENT HIGHLIGHTS
The Company funds new application and product development within its market
sectors. Highlights of product development undertaken or completed in 1998
include:
Mechanical Testing and Simulation Sector
* The Company introduced the SilentFlo(TM) hydraulic power unit, a clean
quiet pump that eliminates the need for a separate pump room, allowing
each power unit to be placed near the equipment it powers, minimizing the
need for excessive piping.
4
* The Company introduced the MTS Crash Simulator. Automotive engineers will
use this simulator to reproduce increasingly complex crash pulse
waveforms. The incorporation of digital controls and sophisticated
simulation and modeling software will significantly reduce the overall
development cycle.
* The Company completed the Component RPC III(TM) software product, which
runs on Microsoft NT(TM) and is used with standard MTS controller
products. This software is designed for automotive engineers that need an
easy and accurate way to perform simulation testing.
* The Company introduced the TestWorks 4 universal testing software package.
This can be used to test materials, components, subassemblies and finished
goods to support research, product and process development and quality
control. Targeted industries include plastics, biomaterials, electronics,
textiles and consumer goods.
Factory Automation Sector
* The Company developed new variations of its magnetostrictive products,
based upon its modular technology, and the development occurred much more
rapidly than in the past. Past methods required engineering of entirely
new products to address new applications. Examples include custom pulse
and analog outputs, intelligent analog communications and environmental
enclosures.
* The Company released the first four models of a new line of digital
drives. These servo drives will provide high performance, auto tuning and
multiple communications bus options.
* The Company introduced two new lines of smaller MaxPlus servo motors that
provide high performance servo capability to low power or space limited
applications. General factory automation and semi conductor industries are
the primary markets for these products.
* The Company introduced new board level DSP based motion controllers. The
products are expandable up to 16 axis and can be installed on individual
personal computers. They provide for high speed motion control, while at
the same time being user friendly.
CHARACTERISTICS OF SALES
The Company's systems and products are sold and delivered throughout the world
and its customer orders cover a broad spectrum of industries, government
agencies, institutions, applications and geographic locations. As such, MTS is
not dependent upon any single customer for its business.
MT&S systems range in price from less than $20,000 to over $20 million. Large,
individual, fixed-price orders, generally considered to be over $10 million,
5
although important to the Company's image and technical advancement, can produce
volatility in both backlog and quarterly operating results. The majority of the
orders received in any one year are based on fixed-price quotations and some
require extensive technical communication with potential customers prior to
receipt of an order. The current typical delivery time for a system ranges from
one to twelve months, depending upon the complexity of the system and the
availability of components in the Company's or suppliers' inventories. Larger
system contracts can run as long as three years and cost-plus-fixed-fee
contracts have run longer.
FA products are sold in quantity at unit prices ranging from $500 to $10,000.
Delivery varies from several days to several months.
Approximately 54% of revenue in fiscal 1998, 47% of revenue in fiscal 1997, and
49% of revenue in fiscal 1996 was from domestic customers. The balance of the
revenue, some of which was sold in currencies other than the U.S. dollar, was to
customers located outside the United States--mainly in Europe, Asia-Pacific,
Latin America and Canada. The Company's foreign operations and foreign revenues
may be affected by local political conditions, export licensing problems and/or
currency restrictions.
Sales Channels: MTS markets its products using a number of sales channels. The
Company sells its MT&S equipment through an employee sales network, independent
sales representatives and a direct mail (catalog) operation. Sales personnel are
generally graduate engineers or highly skilled technicians and are specially
trained to sell MTS products and services. Employee salespersons are compensated
with salary and sales incentives, and independent representatives are paid a
commission.
A list of major domestic and international offices for the Company's MT&S sector
follows:
Domestic offices:
Akron Dayton Philadelphia
Austin Denver Raleigh
Baltimore Detroit Pittsburgh
Boston Huntsville San Diego
Chicago Los Angeles San Jose
Cincinnati Minneapolis Seattle
Dallas Washington, D.C.
International offices:
Beijing and other cities, Paris, France
Peoples Republic of China
Berlin and other cities, Seoul, South Korea
Germany Torino, Italy
Gothenburg, Sweden Stroud, United Kingdom
Hong Kong Nagoya and Tokyo, Japan
Singapore
6
In addition, MTS works with sales and service representative organizations in
nearly all industrialized countries of the world and in the developing countries
of Latin America, Asia, Africa and the Middle East.
The Company offers a mail-order catalog of material testing components,
accessories and products. The catalog includes products of complementary vendors
and aims to reach a broad range of customers involved in mechanical testing and
simulation.
The FA sector sells its products through sales channels separate from the MT&S
sector. A network of employees, direct sales, external domestic distributors,
representatives and system houses market the products of these divisions.
International revenue currently accounts for 38% of this sector's volume.
Efforts continue to expand sales channels in international markets.
International Operations and Export Sales: The sections entitled Geographic
Analysis of New Orders and Geographic Segment Information on pages 17 and 29 of
the Company's 1998 Annual Report to Shareholders, which sections are
incorporated by reference herein, contain information regarding the Company's
operations by geographic area.
Export Licensing: The Company's foreign shipments in fiscal 1998, 1997, and 1996
included sales to Asia-Pacific, Europe and other regions that may require the
Company to obtain export permission from the U.S. government. The Company does
not undertake manufacturing on custom systems or projects until it is assured
that permission will be granted. However, due to the extended time to process
and receive a license, design work is performed on some systems during the
licensing period. Changes in political relations between the U.S. and countries
requiring import licenses, as well as other factors, can adversely affect the
Company's ability to complete a sale should a previously issued license be
withdrawn. While political reform occurring internationally may relax export
controls, the U.S. government still maintains multilateral controls in agreement
with allies and unilateral controls based on U.S. initiatives and foreign policy
that may cause delays for certain shipments or the rejection of orders by the
Company.
BACKLOG
The Company's backlog, which it defines as firm orders remaining unfilled,
totaled $175.4 million at September 30, 1998, $175.8 million at September 30,
1997, and $120.5 million at September 30, 1996. The Company believes that
approximately $160 million of the backlog at September 30, 1998 will become
revenue during fiscal 1999. Delays may occur due to technical difficulties,
export licensing approval or the customer's preparation of the installation
site. Any such delay can affect the period when backlog is recognized as
revenue.
7
COMPETITION
In the MT&S sector, customers may choose to buy equipment from the Company or
from competitors, principally: Instron (U.S.-based), Interlachen (U.S.), AVL
(Austria), Zwick (Germany), Saganomiya and Shimadzu (Japan). There are also
smaller local competitors in most major countries.
In lieu of buying equipment from the Company or its competitors, customers may
contract with testing laboratories such as EG&G, Peabody, Wyle, or with
universities. Government laboratories also market testing services to the
public.
Finally, customers may choose to construct their own testing equipment from
commercially available components. Customers in the aerospace and automotive
industries and universities sometimes choose this approach, purchasing equipment
from companies such as Parker Hannifin, Moog and Mannesman (Germany).
In the FA sector, the Company competes directly with small to medium-sized
specialty suppliers and also with divisions of the large control system
companies such as Rockwell, Emerson Electric, Mannesman (Germany) and Fanuc
(Japan).
MANUFACTURING AND ENGINEERING
The Company conducted a significant portion of its fiscal 1998 MT&S
manufacturing and engineering activities in Minneapolis. Certain engineering,
project management, final system assembly and quality testing may be done in
Berlin, Germany, and Tokyo, Japan. Electromechanical material testing systems
are assembled in the Raleigh, NC, facility and in the Paris, France facility.
The Company's MTS-PowerTek subsidiary engineers and assembles dynamometer
control systems and provides related services from Detroit. Manufacturing and
engineering activities for the FA sector occur in Raleigh, NC, New Ulm, MN,
Ludenscheid, Freiburg, and Stralsund, Germany, and at the Company's
majority-owned subsidiary in Nagoya, Japan.
PATENTS AND TRADEMARKS
The Company holds a number of patents, patent applications, licenses, trademarks
and copyrights which it considers, in the aggregate, to constitute a valuable
asset. The Company's system business is not dependent upon any single patent,
license, trademark or copyright.
RESEARCH AND DEVELOPMENT
The Company does not do basic research, but does fund significant product,
system and application developments. Costs of these development programs are
expensed as incurred, and amounted to $21.9, $17.5, and $17.7 million for fiscal
years 1998, 1997, and 1996 respectively. Additionally, the Company also
undertakes "first of their kind" high-technology, customer-funded contracts
which contain considerable technical pioneering. The combination of internally
sponsored product development and system or application innovation on customer
contracts approximates 10% of annual sales volume.
8
EMPLOYEES
MTS employed 2,272 persons as of September 30, 1998, including 397 employees in
Europe, 48 in Japan, 13 in China, 4 in Canada, 12 in Korea, 4 in Hong Kong, and
2 in Singapore.
None of the Company's U.S. employees are covered by a collective bargaining
agreement, and MTS has experienced no work stoppages at any location.
SOURCES AND AVAILABILITY OF RAW MATERIALS AND COMPONENTS
A major portion of products and systems delivered to a customer may consist of
equipment and component parts purchased from vendors. The relationship which the
Company promotes with its vendors is partnership based with an emphasis on
continuous improvement. The Company is dependent upon certain computing hardware
and software devices and certain raw materials which have limited sources.
However, the Company has not experienced significant problems in procurement or
delivery of any essential materials, parts or components in the last several
years.
Due to the manner in which the Company sells the majority of its products, on a
fixed-price contract agreed upon at the time the order is obtained, wide
fluctuations up or down in cost of materials and components from order date to
delivery date, if not accurately forecast by the Company at an early date, can
change the expected profitability of any sale. The Company believes that such
fluctuations have not had a material effect on reported earnings, except as
affected by changes in foreign currency rates, which have been reported.
ENVIRONMENTAL MATTERS
Management believes the Company's operations are in compliance with federal,
state and local provisions relating to the protection of the environment.
BUSINESS SYSTEMS DEVELOPMENT
The Company undertook the development and deployment of an enterprise-wide
financial and business operations software system in 1997. The company expects
to complete its first phase of implementation in early 1999, with subsequent
phases to follow. This system is expected to improve business processing and to
provide software processing capability beyond the end of the century.
9
ITEM 2. PROPERTIES
Domestic Facilities:
The Company's corporate headquarters and main MT&S plant, occupying 410,000
square feet, is located on 56 acres of land in Eden Prairie, Minnesota, a suburb
of Minneapolis. The original plant was completed in 1967. Six additions, the
most recent completed in 1997, have expanded the plant to its present size.
Approximately 50% of the Eden Prairie facility is used for manufacturing and
assembly while the balance of the facility is used for office space. In 1998,
17,000 square feet of manufacturing space was leased in Chanhassen, Minnesota
under a five year operating lease expiring in 2003.
Electronic design and component assembly is conducted in a 57,000 square foot
facility in Chaska, Minnesota, approximately 10 miles west of the headquarters
in Eden Prairie. The building was completed in 1996. MTS has a five year
operating lease with provisions to extend, purchase or terminate at the end of
the lease period. The terms of the lease agreement do not require capitalization
of the asset and the related obligation.
Custom Servo Motors, Inc. occupies a 30,000 square foot plant in New Ulm,
Minnesota (65 miles southwest of Minneapolis). The plant provides assembly
operations and office space. The facility was constructed in 1993 by the New Ulm
Economic Development Corporation and expanded in 1995. MTS has a five year
operating lease for the facility with provisions to extend the lease, purchase
the property, or terminate the lease. The terms of the lease agreement do not
require capitalization of the asset and the related obligation.
MTS Sensors Division is located near the Research Triangle Park in Cary, North
Carolina, a suburb of Raleigh. A 40,000 square foot plant constructed in 1988
provides manufacturing and office space. In 1992, 25,000 square feet was added
to the plant.
MTD Raleigh is located adjacent to the MTS Sensors Division site in Cary, North
Carolina. A 25,000 square foot plant, constructed in 1991, provides
manufacturing and office space.
MTS-PowerTek, Inc. occupies 20,000 square feet in Farmington Hills, Michigan, a
suburb of Detroit. Plant and office space in two buildings is leased under
conventional operating lease terms.
The Company leases space in other U.S. cities for sales and service offices.
Neither the space nor the rental obligations is significant.
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International Facilities:
MTS Systems GmbH is located in an 80,000 square foot facility in Berlin,
Germany. As of September 30, 1998 3,000 square feet has been leased to other
companies. The building is situated on land leased by MTS from the city
government. The lease expires in 2069.
MTS Systems (France) operates in a leased facility in Paris, France, of
approximately 38,000 square feet. Approximately 40% of this space is used for
manufacturing with the remainder used as offices. The current lease expires at
the end of fiscal 2000.
MTS Sensors Technologie operates in a leased facility in Ludenscheid, Germany on
approximately six acres of land. The manufacturing and office facilities occupy
18,000 square feet at this location.
Custom Servo Motors Antriebstechnik Verwaltungs GmbH operates in three leased
facilities in Germany, two in Freiburg, and a new facility in Stralsund. The
Freiburg facilities total about 12,000 square feet and the Stralsund location is
about 16,000 square feet. Approximately 50% of the Freiburg facilities and 70%
of the Stralsund facility are used for assembly with the remainder used as
offices.
The Company also leases office and general purpose space for its sales and
service subsidiaries in Stroud, United Kingdom; Torino, Italy; Seoul, South
Korea; Tokyo and Nagoya, Japan; Toronto, Canada; Sao Paulo, Brazil; Gothenburg,
Sweden; Beijing and Shanghai, Peoples Republic of China; Singapore; and Hong
Kong. No manufacturing is conducted at these locations.
Expansion Opportunities:
Room remains at its Eden Prairie location for limited facility expansion. Also,
the sites in Cary, North Carolina could be expanded. Other suitable commercial
real property is available for purchase or lease in metropolitan areas where the
Company is presently located. The Company considers its current facilities
adequate to support its operations in 1999.
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ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings were pending or threatened against the Company or
its subsidiaries as of September 30, 1998.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the year ended September
30, 1998, for a vote by the shareholders.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's stock is traded on The Nasdaq Stock Market's National Market
(Nasdaq) under the symbol MTSC. The following table shows the Company's low and
high closing sale transactions as reported by Nasdaq. Share prices for fiscal
year 1997 have been restated retroactively for the two-for-one stock split in
the form of a 100% stock dividend effective February 2, 1998.
Quarter Ended Low * High *
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December 31, 1996 $ 9.625 $10.75
March 31, 1997 $ 9.75 $11.312
June 30, 1997 $10.25 $15.25
September 30, 1997 $14.375 $19.625
December 31, 1997 $17.375 $20.00
March 31, 1998 $13.50 $19.00
June 30, 1998 $15.50 $19.25
September 30, 1998 $11.562 $17.75
* Source: The Nasdaq Stock Market, Inc. Summary of Activity Report
At December 1, 1998 there were 1,760 holders of record of the Company's $.25 par
value common stock. The Company estimates that there are an additional 2,000
beneficial shareholders whose stock is held by nominees or broker dealers.
The Company has a history of paying quarterly dividends and expects to continue
such payments in the future. During 1998, 1997 and 1996, the Company paid
dividends totaling $.24, $.20 and $.16 per share, per year, respectively, to
holders of its common stock.
Under the terms of the Company's credit agreements, certain covenants require
that tangible net worth, as defined, must exceed a defined minimum amount and
limit repurchases of its common stock to a defined maximum amount. As of
September 30, 1998, tangible net worth exceeded the minimum by $24.8 million
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and the Company had $16.3 million available for repurchases of its common stock.
The Company has flexibility to declare and pay dividends in the future similar
to recent dividends.
ITEM 6. SELECTED FINANCIAL DATA
A comprehensive summary of selected financial information is presented in the
"Six Year Financial Summary" on page 16 of the Company's 1998 Annual Report to
Shareholders. Data included in the summary is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 17 through 22 of the Company's 1998 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The required disclosures are included in Management's Discussion and Analysis of
Financial Condition and Results of Operations on page 19 and in Note 1 to the
Consolidated Financial Statements included in the Company's 1998 Annual Report
to Shareholders. This information is incorporated herein by reference.
FORWARD LOOKING STATEMENTS
Statements included or incorporated by reference in this Form 10-K which are not
historical or current facts are "forward-looking statements" made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and are subject to certain risks and uncertainties that could cause actual
results to differ materially from historical results and those presently
anticipated or projected. The following important facts, among others, could
affect the Company's actual results in the future and could cause the Company's
actual financial performance to differ materially from that expressed in any
forward-looking statement:
(i) With regard to the Company's 1998 product developments, there are no
uncertainties known to the Company concerning the expected results.
(ii) Possible significant volatility in both backlog and quarterly
operating results may result from large, individual, fixed price
orders, generally over $10 million, in connection with sales of MT&S
systems.
14
(iii) Export controls based on U.S. initiatives and foreign policy, as
well as import controls imposed by foreign governments, may cause
delays for certain shipments or the rejection of orders by the
Company. Such delays could create material fluctuations in quarterly
results and could have a material adverse effect on results of
operations. Foreign revenues may also be affected by local political
conditions and/or currency restrictions.
(iv) Delays in realization of $175.4 million in backlog orders as of
September 30, 1998 (approximately $160 million of which are
anticipated to be recognized during fiscal 1999) may occur due to
technical difficulties, export licensing approval or the customer's
preparation of the installation site, any of which can affect the
quarterly or annual period when backlog is recognized as revenue and
could materially affect the results of any such period.
(v) Company experiences competition on a worldwide basis. Customers may
choose to purchase equipment from the Company or from its
competitors. For the MT&S sector, customers may also contract with
testing laboratories or construct their own testing equipment,
purchasing commercially available components. Factors which
influence the customer's decision include price, service and
required level of technology.
(vi) The Company is exposed to market risk from changes in foreign
currency exchange rates, which can affect its results from
operations and financial condition. Further disclosures are included
in Management's Discussion and Analysis of Financial Condition and
Results of Operations on page 19 and in Note 1 to the Consolidated
Financial Statements included in the Company's 1998 Annual Report to
Shareholders. This information is incorporated herein by reference.
(vii) Risks in connection with the Year 2000 issue, including risks of
anticipated Year 2000 compliance, greater-that-anticipated costs, or
risks of business interruptions due to inability of the Company's
vendors to comply.
The foregoing list is not exhaustive, and the Company disclaims any obligation
subsequently to or revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements, Report of Independent Public Accountants,
Quarterly Financial Information (unaudited), and Six Year Financial Summary
(unaudited) included in the Company's 1998 Annual Report to Shareholders are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
None.
16
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The Corporate Executive Officers of the Registrant on September 30, 1998 were:
Name and Age Position Officer Since
- ------------ -------- -------------
D. M. Sullivan (63) Chairman 1976
S. W. Emery, Jr. (52) President and 1998
Chief Executive Officer
K. D. Zell (56) Executive Vice President 1979
W. G. Beduhn (57) Vice President 1983
M. L. Carpenter (61) Vice President 1973
and Chief Financial Officer
M. G. Togneri (61) Vice President 1991
Officers serve at the discretion of and are elected annually by the board of
directors, and serve until their successors are elected. Business experience of
the Executive Officers for at least the last 5 years (consisting of positions
with the Company unless otherwise indicated) is as follows:
Officer Business Experience
------- -------------------
D. M. Sullivan Chairman since 1994. Chief Executive Officer
from 1987 to March 17, 1998. President and
Chief Operating Officer from 1982 to March
17, 1998. Vice President from 1976 to 1982.
Has extensive prior experience in the
management of technology intensive
businesses.
S. W. Emery, Jr. President and Chief Executive Officer since
March 17, 1998. Management and executive
positions with Honeywell, Inc. from 1985 to
1997. (Area Vice President Western and
Southern Europe from 1994 to 1997; Group
Vice President, Military Avionics Systems
from 1989 to 1994; Vice President and
General Manager, Space Systems Division from
1988 to 1989; Vice President Operations,
Process Controls Division from 1985 to 1988.
17
K. D. Zell Executive Vice President of Mechanical
Testing and Simulation sector since 1993.
Vice President of Materials Testing Division
from 1988 to 1993. Vice President, Sales and
Service from 1984 to 1988. Vice President,
Product Group from 1979 to 1984. Division
manager, Hydro-Mechanical Products from 1978
to 1979.
W. G. Beduhn Vice President of Advanced Engineering
Solutions Division since 1991. Vice
President of Technology Development from
1983 to 1991. Division manager of various
marketing and operating divisions from 1977
to 1983.
M. L. Carpenter Vice President and Chief Financial Officer
since 1991. Vice President and Treasurer
since 1973.
M.G. Togneri Vice President of Sensors Division since
1998. Vice President of Factory Automation
sector from 1991 to 1997. Prior to his
employment at MTS was Vice President at
Square D Corporation and General Manager of
Crisp Automation. Has extensive experience
in the industrial instrumentation and
control business in the U.S. and
internationally.
(a) Information concerning the Company's Directors, including business
experience, can be found in the Company's Proxy Statement, a definitive
copy of which will be filed with the Securities and Exchange Commission
prior to January 26, 1999, and is incorporated herein by reference.
(b) The Company has no other significant employees requiring disclosure in
this Form 10-K.
(c) There are no family relationships between and among directors or officers.
(d) Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 is incorporated herein by reference from the
Company's Proxy Statement, a definitive copy of which will be filed with
18
the Securities and Exchange Commission prior to January 26, 1999, pursuant
to Regulation 14A under the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
See Item 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Items 11 and 12 is incorporated herein by reference
from the Company's Proxy Statement, a definitive copy of which will be filed
with the Securities and Exchange Commission prior to January 26, 1999, pursuant
to Regulation 14A under the Securities Exchange Act of 1934.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
19
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
The following documents are filed as part of this report:
(a) Financial Statements:
See accompanying Index to Financial Statements on Page F-1.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fourth quarter of
fiscal 1998.
(c) Exhibits:
3.a Restated and amended Articles of Incorporation, adopted
January 30, 1996, incorporated by reference from exhibit 3.a
of Form 10-K for the fiscal year ended September 30, 1996.
3.b Restated Bylaws, reflecting amendments through May 26, 1998.
10.a Management Variable Compensation Plan, Fiscal 1998, dated
December 3, 1998.
10.b 1985 Employee Stock Option Incentive Plan, incorporated by
reference to exhibit 4(a) from Form S-8, File No. 2-99389.
10.c 1987 Stock Option Plan, as amended, incorporated by reference
from exhibit 10.c of Form 10-K for the fiscal year ended
September 30, 1996.
10.d 1990 Stock Option Plan, as amended, incorporated by reference
from exhibit 10.d of Form 10-K for the fiscal year ended
September 30, 1996.
10.e 1994 Stock Plan, as amended, incorporated by reference from
exhibit 10.e of Form 10-K for the fiscal year ended September
30, 1996.
10.f Severance Agreement, dated March 5, 1998 between the
Registrant and William G. Beduhn as amended.
20
10.g Severance Agreement, dated May 13, 1998 between the Registrant
and Marshall L. Carpenter as amended.
10.h Severance Agreement, dated December 3, 1990 between the
Registrant and Kenneth E. Floren, incorporated by reference to
exhibit 10.k of Form 10-K for the fiscal year ended September
30, 1990.
10.i Severance Agreement, dated May 1, 1990 between the Registrant
and Werner Ongyert, incorporated by reference to exhibit 10.m
of Form 10-K for the fiscal year ended September 30, 1990.
10.j Severance Agreement, dated May 1, 1990 between the Registrant
and J. Howell Owens, incorporated by reference to exhibit 10.n
of Form 10-K for the fiscal year ended September 30, 1990.
10.k Severance Agreement, dated May 20, 1997 between the Registrant
and Donald M. Sullivan, incorporated by reference to exhibit
10.k of Form 10-K for the fiscal year ended September 30,
1997.
10.l Severance Agreement, dated May 1, 1990 between the Registrant
and Richard S. White, incorporated by reference to exhibit
10.q of Form 10-K for the fiscal year ended September 30,
1990.
10.m Severance Agreement, dated March 27, 1998 between the
Registrant and Keith D. Zell, as amended.
10.n Severance Agreement, dated March 24, 1998 between the
Registrant and Mauro G. Togneri, as amended.
10.o 1992 Employee Stock Purchase Plan, incorporated by reference
to exhibit 4(a) from Form S-8, File No. 33-45386.
10.p 1997 Stock Option Plan, incorporated by reference to exhibit
10.p of Form 10-K for the fiscal year ended September 30, 1996
10.q Severance Agreement, dated September 30, 1996 between the
Registrant and Steven M. Cohoon, incorporated by reference
from exhibit 10.q of Form 10-K for the fiscal year ended
September 30, 1996.
10.r Severance Agreement, dated March 16, 1998 between the
Registrant and Sidney W. Emery.
21
10.s Change in Control Agreement, dated March 16, 1998 between the
Registrant and Sidney W. Emery.
10.t Change in Control Agreement, dated March 27, 1998 between the
Registrant and Keith D. Zell.
10.u Change in Control Agreement, dated May 13, 1998 between the
Registrant and Marshall L. Carpenter.
10.v Change in Control Agreement, dated March 24, 1998 between the
Registrant and Mauro G. Togneri.
10.w Change in Control Agreement, dated March 13, 1998 between the
Registrant and William G. Beduhn.
13. Annual Report to Shareholders for the fiscal year ended
September 30, 1998.
21. Subsidiaries of the Company.
23. Consent of Independent Public Accountants.
27. Financial Data Schedule.
(d) Financial Statement Schedules:
See accompanying Index to Financial Statements on page F-1.
22
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) 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
By: /s/ Donald M. Sullivan
-----------------------------
Donald M. Sullivan
Chairman
By: /s/ Sidney W. Emery, Jr.
-----------------------------
Sidney W. Emery Jr.
President and Chief Executive
Officer
By: /s/ Marshall L. Carpenter
-----------------------------
Marshall L. Carpenter
Vice President and Chief Financial
Officer
Date: December 18, 1998
23
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
By: /s/ Charles A. Brickman
-----------------------------
Charles A. Brickman, December 18, 1998
Director
By: /s/ Jean Lou Chameau
-----------------------------
Jean Lou Chameau, December 18, 1998
Director
By: /s/ Bobby I. Griffin
-----------------------------
Bobby I. Griffin, December 18, 1998
Director
By: /s/ Russell A. Gullotti
-----------------------------
Russell A. Gullotti, December 18, 1998
Director
By: /s/ Brendan E. Hegarty
-----------------------------
Brendan E. Hegarty, December 18, 1998
Director
By: /s/ Thomas E. Holloran
-----------------------------
Thomas E. Holloran, December 18, 1998
Director
By: /s/ Linda Hall Whitman
-----------------------------
Linda Hall Whitman, December 18, 1998
Director
By: /s/ Thomas E. Stelson
-----------------------------
Thomas E. Stelson, December 18, 1998
Director
24
MTS SYSTEMS CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
A. CONSOLIDATED FINANCIAL STATEMENTS
Reference is made to the consolidated financial statements in the
Company's 1998 Annual Report to Shareholders which are incorporated by
reference in accordance with Rule 12b-23 under the Securities Exchange Act
of 1934 and attached hereto.
Annual
Report 10-K
Page Page
---- ----
Quarterly Financial Information (Unaudited) 22 ---
Consolidated Balance Sheets - September 30, 1998 23 ---
and 1997
Consolidated Statements of Income and Shareholders'
Investment for the Years Ended September 30, 1998,
1997 and 1996 24 ---
Consolidated Statements of Cash Flows for the
Years Ended September 30, 1998, 1997 and 1996 25 ---
Notes to Consolidated Financial Statements 26 ---
Report of Independent Public Accountants 35 ---
F-1
Annual
Report 10-K
Page Page
---- ----
B. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SCHEDULE --- F-3
C. CONSOLIDATED SCHEDULE
Schedule Description
- -------- -----------
II Summary of Consolidated Allowances for
Doubtful Accounts --- F-4
All schedules except the one listed above have
been omitted as not required, not applicable,
or the information required therein is
contained in the financial statements or the
footnotes thereto.
F-2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To MTS Systems Corporation:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in MTS Systems Corporation's annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated November 20, 1998. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
(page F-4) listed as a part of Item 14 in this Form 10-K is the responsibility
of the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
November 20, 1998
F-3
MTS SYSTEMS CORPORATION AND SUBSIDIARIES
SCHEDULE II - SUMMARY OF CONSOLIDATED ALLOWANCES
FOR DOUBTFUL ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
Balance Provision Amounts Balance
Beginning Charged to Written End of
of Year Operations Off Year
------- ---------- ------- -------
(expressed in thousands)
1998 $2,010 $344 $(219) $2,135
1997 1,742 449 (181) 2,010
1996 1,824 330 (412) 1,742
F-4
EXHIBIT INDEX
Exhibit
No. Description
--- -----------
3.b Restated Bylaws
10.a Management Variable Compensation Plan Fiscal 1998
10.f Severance Agreement, dated March 5, 1998, as amended
10.g Severance Agreement, dated May 13, 1998, as amended
10.m Severance Agreement, dated March 27, 1998, as
amended
10.n Severance Agreement, dated March 24, 1998, as
amended
10.r Severance Agreement, dated March 16, 1998
10.s Change in Control Agreement, dated March 16, 1998
10.t Change in Control Agreement, dated March 27, 1998
10.u Change in Control Agreement, dated May 13, 1998
10.v Change in Control Agreement, dated March 24, 1998
10.w Change in Control Agreement, dated March 13, 1998
13. Annual Report to Shareholders for the fiscal year
ended September 30, 1998
21. Subsidiaries of the Company
23. Consent of Independent Public Accountants
27. Financial Data Schedule