NATIONAL TECHNICAL SYSTEMS INC /DE/
10-Q, 1995-09-14
TESTING LABORATORIES
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     ______________________________________________________________________

     FORM 10-Q

     SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C. 20549


     (mark one)
     [x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the Quarterly Period Ended July 31, 1995

     or

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
          SECURITIES EXCHANGE ACT OF 1934
          For transition period from ________________ to _________________


                                     0-16438
                            (Commission File Number)

                        NATIONAL TECHNICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

                       Delaware                             95-4134955
                  (State of Incorporation)                (IRS Employer
                                                          Identification
                                                               number)

                    24007 Ventura Boulevard, Calabasas, California
                 (Address of registrant's principal executive office)

                    (818) 591-0776                         91302
               (Registrant's telephone number)           (Zip code)


          Indicate by check mark whether the 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.   YES  [x]   NO  [ ]

          The number of shares of common stock, par value $.01 per share,
          outstanding as of July 31, 1995 was 6,657,027.




          _________________________________________________________________




                                        1                            <PAGE>
<PAGE>
     

             NATIONAL TECHNICAL SYSTEMS, INC.  AND SUBSIDIARIES



                                        Index



          PART  I.   FINANCIAL INFORMATION                      Page No.

               Financial Statements:

                    Condensed Consolidated Balance Sheets 
                    July 31, 1995 and January 31, 1995                3

                    Condensed Consolidated Statements of Income
                    Six Months Ended July 31, 1995 and 1994           4

                    Condensed Consolidated Statements of Income
                    Three Months Ended July 31, 1995 and 1994         5

                    Condensed Consolidated Statements of Cash Flows
                    Six Months Ended July 31, 1995 and 1994           6

               Notes to the Condensed Consolidated 
               Financial Statements                                   7

               Management's Discussion and Analysis of Financial
               Condition and Results of Operations                    8


          PART  II.   OTHER INFORMATION & SIGNATURE                   14
























                                        2                            PAGE
<PAGE>
   
PART I -- FINANCIAL INFORMATION 
   NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES
   Condensed Consolidated Balance Sheets  (unaudited)
                                                     July 31,     January 31,
   Assets                                            1995         1995
                                                     --------     ----------
   Current assets:
      Cash                                         $  1,286,000 $  1,696,000
     Receivables, less allowance for doubtful
     accounts of $621,000 at July 31, 1995 and
     $577,000 at January 31,1995                     10,842,000    9,680,000
      Inventories                                     2,293,000    2,082,000
      Deferred income taxes                             460,000      434,000
      Prepaid expenses                                  794,000      757,000
                                                     ----------   ----------
        Total current assets                         15,675,000   14,649,000
                                                                   
   Property, plant and equipment, at cost            41,175,000   40,413,000
   Less: accumulated depreciation                    24,525,000   23,500,000
                                                     ----------   ----------
       Net property, plant and equipment             16,650,000   16,913,000

   Intangible assets                                    421,000      529,000
   Property held for sale                               544,000      544,000
   Other assets                                         388,000      433,000
                                                     ----------   ----------
   Total Assets                                    $ 33,678,000 $ 33,068,000
                                                     ==========   ==========
   Liabilities and Stockholders' Equity
   Current liabilities:
       Short term borrowings                       $  4,600,000 $  0
      Accounts payable                                2,976,000    2,866,000
      Accrued expenses                                1,780,000    1,627,000
      Income taxes payable                            0              184,000
      Current installments of long-term debt          1,965,000    2,060,000
                                                     ----------   ----------
        Total current liabilities                    11,321,000    6,737,000

   Long-term debt, excluding current installments     5,658,000   10,045,000
   Deferred income taxes                              1,607,000    1,455,000

   Minority Interest                                    139,000    0
    
   Stockholders' equity:
   Common stock of $.01 par value.  Authorized,          66,000       66,000
   20,000,000; issued and outstanding 6,651,000 as
   of July 31, 1995 and 6,650,000 as of January
   31, 1995
   Additional paid-in capital                        10,494,000   10,480,000
   Retained earnings                                  4,393,000    4,285,000
                                                     ----------   ----------
   Total stockholders' equity                        14,953,000   14,831,000
                                                     ----------   ----------
   Total Liabilities and Stockholders' Equity      $ 33,678,000 $ 33,068,000
                                                     ==========   ==========
   See accompanying notes to Condensed
   Consolidated Financial Statements.
                                        3                            PAGE
<PAGE>
   
NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES
   Condensed Consolidated Statements of Income  (unaudited)
   for Six Months Ended July 31, 1995 and 1994
                                                      1995         1994
                                                   ----------    ---------
   Revenues                                      $ 20,488,000  $ 19,266,000

   Cost of sales                                   15,950,000    14,526,000
                                                   ----------    ----------
      Gross profit                                  4,538,000    4,740,000 

                                                                  
   Selling, general and administrative expense      3,377,000    3,485,000 
                                                   ----------    ---------
        Operating income                            1,161,000    1,255,000 

    
   Other income (expense):                                        
      Interest expense, net                          (602,000)    (591,000)
      Other                                            13,000        1,000
                                                   ----------    ----------

        Total other expense                          (589,000)    (590,000)
                                                   ----------    ----------

   Income before income taxes and minority            572,000      665,000 
   interest

   Income taxes                                       258,000      300,000 
                                                   ----------    ----------

   Income before minority interest                    314,000      365,000 

   Minority Interest                                   12,000         0 
                                                   ----------    ----------

   Net income                                    $    302,000  $   365,000
                                                   ==========    =========

   Primary and fully diluted net income per      $       0.05  $      0.06
   common share                                    ==========    =========

   Weighted average number of common shares and
     common stock equivalents outstanding           6,652,000    6,614,000
                                                   ==========    =========
   See accompanying notes to Condensed
   Consolidated Financial Statements.








                                        4                            PAGE
<PAGE>
   
NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES
   Condensed Consolidated Statements of Income  (unaudited)
   for Three Months Ended July 31, 1995 and 1994
                                                      1995          1994
                                                   ----------    ----------

   Revenues                                      $ 10,883,000  $  9,134,000 

   Cost of sales                                    8,417,000     6,724,000 
                                                   ----------    ----------

        Gross profit                                2,466,000     2,410,000 

   Selling, general and administrative expense      1,661,000     1,770,000 
                                                   ----------    ----------
        Operating income                              805,000       640,000 

   Other income (expense):                                        
      Interest expense, net                          (298,000)     (343,000)

      Other                                            35,000        30,000 
                                                   ----------    ----------
        Total other expense                          (263,000)     (313,000)
                                                   ----------    ----------

   Income before income taxes and minority            542,000       327,000 
   interest

   Income taxes                                       244,000       148,000 
                                                   ----------    ----------

   Income before minority interest                    298,000       179,000 

   Minority Interest                                   10,000       0 
                                                   ----------    ----------

   Net income                                    $    288,000  $    179,000 
                                                   ==========    ==========

   Primary and fully diluted net income per      $       0.04  $       0.03 
   common share                                    ==========    ==========

   Weighted average number of common shares and
     common stock equivalents outstanding           6,652,000     6,614,000
                                                   ==========    ==========

   See accompanying notes to Condensed
   Consolidated Financial Statements.







                                        5                            PAGE
<PAGE>
   
NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES
   Condensed Consolidated Statements of Cash Flows (unaudited)
   for Six Months Ending July 31, 1995 and 1994
                                                     1995           1994
                                                  ---------      ---------

   CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                 $   302,000    $    365,000 

   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation and amortization               1,163,000      1,158,000
       Provision for losses on receivables            44,000         96,000 
       Deferred income taxes                         126,000        154,000 
       Gain on sale of assets                         (5,000)    0 
       Net changes in assets and liabilities:
         Accounts receivable                      (1,206,000)       971,000 
         Inventories                                (211,000)       232,000 
         Prepaid expenses                            (37,000)      (149,000)
         Other assets                                 32,000        (56,000)
         Accounts payable                            110,000     (1,576,000)
         Accrued expenses                            153,000        131,000 
         Income taxes                               (184,000)       (63,000)
         Undistributed earnings of affiliate          12,000          0
                                                  ---------       ---------
     Net cash provided by operating activities       299,000      1,263,000 

   CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property, plant and equipment        (779,000)    (1,767,000)
   Proceeds on sale of fixed assets                    5,000          0 
                                                   ---------      ---------
     Net cash used for investing activities         (774,000)    (1,767,000)

   CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt                      213,000       2,006,000 
   Repayments of current and long-term debt          (95,000)     (1,997,000)
   Cash dividends paid                               (67,000)        (66,000)
   Proceeds from stock options exercised              14,000          27,000 
                                                   ---------       ---------
     Net cash provided by (used for) financing        65,000         (30,000)
   activities                                      ---------       ---------

   Net decrease in cash                             (410,000)       (534,000)
   Beginning cash balance                          1,696,000       1,419,000
                                                   ---------       ---------

   ENDING CASH BALANCE                          $  1,286,000   $     885,000 
                                                   =========       =========

   See accompanying notes to Condensed
   Consolidated Financial Statements.





                                        6                            PAGE
<PAGE>
    
 
     NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES
     Notes to the Condensed Consolidated Financial Statements

     1.   In accordance with instructions to Form 10-Q the
          accompanying financial statements and notes have been
          condensed and, therefore, do not contain all disclosures
          required by generally accepted accounting principles.  These
          statements should be read in conjunction with the financial
          statements and notes thereto included in the Registrant's
          Form 10-K for the year ended January 31, 1995.

     2.   The statements presented as of and for the six-month periods
          ended July 31, 1995 and 1994 are unaudited.  In Management's
          opinion, all adjustments have been made to present fairly
          the results of such unaudited interim periods.  All such
          adjustments are of a normal recurring nature.

     3.   While the Registrant's business is not materially seasonal,
          the quarterly results of operations should not be construed
          as representing pro rata results of the Registrant's fiscal
          year.

     4.   Income taxes for the interim periods are computed using the
          effective tax rates estimated to be applicable for the full
          fiscal year.  The Registrant expects to pay state and
          alternative minimum federal income taxes for the fiscal year
          ended January 31, 1996.

     5.   Net income per share for the six-month periods ended July
          31, 1995 and 1994 was computed by dividing net income by the
          weighted average number of common shares outstanding during
          the periods.  Common stock equivalents were excluded because
          their effect was immaterial or antidilutive.

     6.   The consolidated financial statements include the accounts
          of the Registrant and its wholly owned and financially
          controlled subsidiaries.  All significant intercompany
          balances and transactions have been eliminated in
          consolidation.

     7.   Inventories consist of accumulated costs applicable to
          uncompleted contracts and are stated at actual cost which is
          not in excess of estimated net realizable value.

     8.   Cash paid for interest and taxes for the six months ended
          July 31, 1995 was $600,000 and $317,000 respectively.  Cash
          paid for interest and taxes for the six months ended July
          31, 1994 was $514,000 and $96,000 respectively.

     9.   On January 17, 1995, the Board of Directors declared a cash
          dividend of $.01 per share to shareholders of record on
          February 10, 1995.  The cash dividend, which totaled
          $67,000, was paid on February 24, 1995.

     10.  Minority interest in the Registrant's NQA-USA, Inc.
          subsidiary is a result of 50% of the stock of NQA-USA, Inc.
          being issued to NQA-UK in December 1994.  Profits are shared
          65% to NQA-USA, Inc. and 35% to NQA-UK.
                                        7                            PAGE
<PAGE>
 
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

          The following discussion should be read in conjunction with the
          consolidated quarterly financial statements and notes thereto. 
          All information is based upon operating results of National
          Technical Systems, Inc. for the six months ended July 31.

          (tabular header information:  Dollars in thousands)
          ---------------------------------------------------

          RESULTS OF OPERATIONS
          ---------------------
          REVENUES                
          --------                
          Six months ended July 31     1995        % Change     1994
                                     -------       --------   -------

          Technical services         $16,369           3.5%   $15,811
          Environmental services         980       1,026.4%        87
          Registration services        1,018          72.0%       592
          Contract labor services      2,121         (23.6%)    2,776
                                     -------       ---------   ------
             Total net revenue       $20,488           6.3%   $19,266
                                     =======                  =======


          For the six months ended July 31, 1995, consolidated revenues
          increased by $1,222,000 or 6.3% when compared to the same period
          in 1994.  In 1995, the technical services segment revenues
          increased as a result of increases in its traditional defense and
          aerospace related business.  The Registrant s environmental
          services segment revenues increased by $893,000 as a result of
          continuing efforts by the Registrant to market its new lines of
          business.  Revenues in the registration services segment also
          showed continued revenue growth of $426,000.  The contract labor
          segment revenues decreased by $655,000, reflecting the continuing
          effects of a declining backlog and more competitive market for
          nuclear contract labor services.

          It is anticipated by the Registrant that revenues in the
          technical services segment will improve slightly and remain
          approximately consistent with last year s levels, while revenues
          in both the environmental services segment and the registration
          services segment should continue to increase at a more moderate
          rate for the remainder of fiscal 1996.  It is further anticipated
          that revenues in the contract labor services segment will
          continue at current levels through the end of the fiscal year. 








                                       8                            <PAGE>
<PAGE>
      
          GROSS PROFIT
          -------------
          Six months ended July 31     1995        % Change     1994
                                     ---------     ---------  ---------

          Technical services         $3,682          (6.2%)   $3,925
            % to segment revenue     22.5%                    24.8% 
          Environmental services        147         412.8%      (47)
            % to segment revenue     15.0%                    (54.0%)
          Registration services         364          29.1%      282
            % to segment revenue     35.8%                    47.6% 
          Contract labor services       345         (40.5%)     580
            % to segment revenue     16.3%                    20.9% 
          Total                      $4,538          (4.3%)   $4,740
            % to total net revenue   22.1%                    24.6% 

          Gross profit as a percentage of net revenues decreased in the six
          months ended July 31, 1995  when compared to the same quarter in
          1994.  This decrease was due to pricing pressures from increased
          competition in the technical services and contract labor services
          segments.  The Registrant anticipates the competitive environment
          for aerospace and defense testing and contract labor services to
          persist.  In addition, due to the decline in gross profits, the
          Registrant initiated an aggressive cost reduction program which
          included reductions in its workforce and consolidations of some
          of its operations.  Therefore, barring any unforeseen
          circumstances, gross profits should increase slightly and return
          to fiscal 1995 levels by the end of fiscal 1996.

          SELLING, GENERAL & ADMINISTRATIVE
          ---------------------------------
          Six months ended July 31     1995        % Change     1994
                                     ---------     ---------  ---------

          Technical services         $2,498         (8.7%)    $2,737
            % to segment revenue     15.3%                      17.3%

          Environmental services         98        653.8%         13
            % to segment revenue     10.0%                      14.9%

          Registration services         240        114.3%        112
            % to segment revenue     23.6%                     18.9%

          Contract labor services       488        (15.1%)       575
            % to segment revenue     23.0%                     20.7%

          Corporate                      53        10.4%          48

          Total S G & A              $3,377        (3.1%)     $3,485
            % to total net revenue   16.5%                    18.1%

          Selling, general and administrative expenses as a percentage of
          net revenues decreased in the six months ending July 31, 1995
          compared to the same period in 1994 as a result of managements
          cost reduction programs and increased revenues.  These reductions
          were offset by increases in the environmental services and
          registration services segments which are reflective of the cost

                                       9                            PAGE
<PAGE>
          of pursuing business in these growing segments of the Registrant. 
          The Registrant continues to look for ways to reduce costs but
          remain effective in these areas.

          INTEREST EXPENSE
          ----------------
          Net interest expense increased $11,000 in the six months ending
          July 31, 1995 when compared to the same period in 1994.  This
          increase was principally due to higher  interest rates on
          existing loans and increases in the term loan and line of credit
          balances.

          INCOME TAXES
          ------------
          The income tax provisional rate for the first six months of 1995
          and 1994 reflects a rate in excess of the U.S. federal statutory
          rate primarily due to the inclusion of state income taxes.  The
          Registrant's provision for the six months ending July 31, 1995
          was slightly less than the same period in 1994 due to the lower
          income before taxes in 1995.  Management has determined that it
          is more likely than not that the deferred tax asset will be
          realized on the basis of offsetting it against deferred tax
          liabilities.  It is the Registrant's intention to evaluate the
          realizability of the deferred tax asset quarterly by assessing
          the need for a valuation account.

          NET INCOME
          -----------
          The decrease in net income in the six months ending July 31, 1995
          compared to the same period in 1994 was due to lower gross profit
          margins and slightly higher interest costs.

          REVENUES
          --------
          Quarter ended July 31        1995        % Change     1994
                                     -------       ---------  ---------

          Technical services         $ 8,491        15.1%     $7,374
          Environmental services         622       740.5%         74
          Registration services          555        44.9%        383
          Contract labor services      1,215        (6.8%)     1,303
                                     -------                  ------
             Total net revenue       $10,883        19.1%     $9,134
                                     =======                  ======

          For the three months ended July 31, 1995, consolidated revenues
          increased by $1,749,000 or 19.1% when compared to the same period
          in 1994.  In 1995, the technical services segment revenues
          increased as a result of increases in its traditional defense and
          aerospace related business in addition to increases in the
          nuclear related business.  The Registrant s environmental
          services segment revenues increased by $548,000 as a result of
          continuing efforts by the Registrant to market its new lines of
          business.  Revenues in the registration services segment also
          showed continued revenue growth of $172,000.  The contract labor
          segment revenues decreased by $88,000, reflecting the continuing

                                       10                            <PAGE>
<PAGE>
          
          effects of a declining backlog and more competitive market for
          nuclear contract labor services.

          It is anticipated by the Registrant that revenues in the
          technical services segment will improve slightly and remain
          approximately consistent with last year s levels, while revenues
          in both the environmental services segment and the registration
          services segment should continue to increase at a more moderate
          rate for the remainder of fiscal 1996.  It is further anticipated
          that revenues in the contract labor services segment will
          continue at current levels through the end of the fiscal year. 

          GROSS PROFIT
          ------------
          Quarter ended July 31        1995        % Change     1994
                                     ---------     ---------  ---------

          Technical services         $2,021         (2.8%)    $2,079 
            % to segment revenue      23.8%                    28.2% 

          Environmental services         62        203.3%        (60)
            % to segment revenue      10.0%                   (81.1%)

          Registration services         246         24.2%        198
            % to segment revenue      44.3%                    51.7%

          Contract labor services       137        (29.0%)       193
            % to segment revenue      11.3%                    14.8%

          Total                      $2,466          2.3%     $2,410
            % to total net revenue    22.7%                    26.4%

          Gross profit as a percentage of net revenues decreased in the
          quarter ended July 31, 1995 when compared to the same quarter in
          1994.  This decrease was due to pricing pressures from increased
          competition in the technical services and contract labor services
          segments.  The Registrant anticipates the competitive environment
          for aerospace and defense testing and contract labor services
          will persist for the foreseeable future.  However, the market for
          automotive testing should show some improvement.  In addition,
          due to the decline in gross profits, the Registrant initiated an
          aggressive cost reduction program which included reductions in
          its workforce and consolidations of certain of its operations. 
          Therefore, barring any unforeseen circumstances, gross profits
          should increase slightly and return to fiscal 1995 levels by the
          end of fiscal 1996.










                                       11                            <PAGE>
<PAGE>
          
          SELLING, GENERAL & ADMINISTRATIVE
          ---------------------------------
          Quarter ended July 31        1995        % Change     1994
                                     ---------     ---------  ---------

          Technical services         $1,222        (13.0%)    $1,405
            % to segment revenue     14.4%                    19.1%

          Environmental services     48            269.2%     13
            % to segment revenue     7.7%                     17.6%

          Registration services      104           67.7%      62
            % to segment revenue     18.7%                    16.2%

          Contract labor services    259           (2.6%)     266
            % to segment revenue     21.3%                    20.4%

          Corporate                  28            16.7%      24
          Total S G & A              $1,661        (6.2%)     $1,770
            % to total net revenue   15.3%                    19.4%

          Selling, general and administrative expenses as a percentage of
          net revenues decreased in the three months ending July 31, 1995
          compared to the same period in 1994 as a result of management s
          ongoing cost containment efforts.  These reductions were offset
          by increases in the environmental services and registration
          services segments which are reflective of the cost of pursuing
          business in these growing segments of the Registrant.  The
          Registrant continues to look for ways to reduce costs but remain
          effective in these areas.

          INTEREST EXPENSE
          ----------------
          Net interest expense decreased $45,000 in the quarter ending
          July 31, 1995 when compared to the same period in 1994.  This
          decrease was principally due to decreases in the term loan and
          line of credit balances.

          INCOME TAXES
          ------------
          The income tax provisional rate for the quarters of  1995 and
          1994 reflects a rate in excess of the U.S. federal statutory rate
          primarily due to the inclusion of state income taxes.  The
          Registrant's provision for the quarter ending July 31, 1995 was
          higher than the same period in 1994 due to the increase in income
          before taxes and minority interest.  Management has determined
          that it is more likely than not that the deferred tax asset will
          be realized on the basis of offsetting it against deferred tax
          liabilities.  It is the Registrant's intention to evaluate the
          realizability of the deferred tax asset quarterly by assessing
          the need for a valuation account.

          NET INCOME
          ----------
          The increase in net income in the quarter ending July 31, 1995
          compared to the same period in 1994 was due to increased revenues
          along with a reduction in costs.

                                       12                            <PAGE>
<PAGE>
          
          BUSINESS ENVIRONMENT
          --------------------
          Revenues in the Registrant s defense-related test business
          continued to be very competitive due to the ongoing cutbacks and
          consolidations in the aerospace and defense industry.  The
          Registrant has, however, maintained a significant volume of work
          at lower prices compared to last year.  After a detailed market
          analysis, the Registrant has decided, as part of its aggressive
          cost reduction program, to discontinue its aerospace test
          operations at its Hartwood, Virginia facility.  This facility
          will continue to operate in support of the Registrant s Marine
          Corps support contract in the Virginia area as well as providing
          a base of operation for the Registrant s national sales office. 
          The Registrant plans to sell some of the aerospace test assets at
          this facility to others and reallocate the majority of the
          remaining assets to its other NTS laboratories. Also, at the end
          of the Marine Corps support contract, the Registrant will decide
          whether to liquidate or lease out the real property.  It is
          anticipated by the Registrant that the discontinuance of
          operations at this facility will not have a material affect on
          earnings nor the Registrant s ability to service its current
          customer base.

          The Registrant's strategy of establishing strategic alliances and
          winning work from companies that have downsized or discontinued
          their own testing operations has mitigated the trends in the
          defense-related business to some degree.  Furthermore, the
          Registrant s strategy of growth through diversification has been
          successful with the continued revenue growth in ISO registration
          services and environmental services.  Because of the foregoing,
          as well as other factors affecting the Registrant's operating
          results, past financial performance should not be considered to
          be a reliable indicator of future performance and investors
          should not use historical trends to anticipate results or trends
          in future periods.

          LIQUIDITY AND CAPITAL RESOURCES
          -------------------------------
          In the six months ended July 31, 1995, cash provided by
          operations decreased by $964,000 when compared to the same period
          in 1994.  Major items contributing to this decrease were
          significant increases in accounts receivable balances partially
          offset by increases in accounts payable and accrued expense
          balances.

          Net cash used in investing activities in the six-month period
          ended July 31, 1995 decreased $993,000 when compared to the same
          period in 1994.  The Registrant anticipates that its capital
          spending level in fiscal 1996 will continue to be lower than
          fiscal 1995.  The actual level of spending will be dependent on a
          variety of factors, including general economic conditions, bank
          covenants and the Registrant's operating requirements.

          In the six-month period ended July 31, 1995, net cash provided by
          financing activities consisted of increases in the bank term
          loans and lines of credit of $213,000 and proceeds from the

                                       13                            <PAGE>
<PAGE>
          
          exercise of stock options of $14,000, offset by debt reduction on
          short term and long term debt of $95,000 and payment of a $0.01
          per share dividend.  During fiscal 1995 the Registrant s
          revolving lines of credit with Bank of America NT & SA and Sanwa
          Bank California were extended to June 1996.  During the six-
          month period ended July 31, 1995, long term debt decreased by
          $4,595,000 from the same period in 1994.  This was due primarily
          to the reclassification of the revolving lines of credit as
          current liabilities.  The Registrant is currently negotiating
          with its existing banks to renew its lines of credit.  Management
          believes, based upon its current profitable operations and
          discussions with its banks, that these lines will be renewed. 
          The Registrant also has a term loan agreement with Bank of
          America NT & SA and Sanwa Bank California for an aggregate amount
          of $5,000,000 payable in monthly installments of $83,000 through
          August 31, 1998 and an additional $1,000,000 loan with Sanwa Bank
          California entered into in January 1995 with payments of $16,667
          through January 31, 2000.

          Management is not aware of any significant demands for capital
          funds that may materially affect the short or long-term liquidity
          in the form of large fixed asset acquisitions, unusual working
          capital commitments or contingent liabilities.  The Registrant's
          future working capital will be provided from operations,
          supplemented by its bank credit lines.  The Registrant's bank
          revolving lines of credit, which currently aggregate $5,000,000
          for short-term liquidity needs had $400,000 available at July 31,
          1995.




























                                       14                            <PAGE>
<PAGE>
          
          PART II.  OTHER INFORMATION
          --------  -----------------

          Item 6.   Exhibits and Reports on Form 8-K
          -------   --------------------------------
                    During the quarter ended July 31, 1995
                    the registrant did not file a current report
                    on Form 8-K



                                      SIGNATURE
                                      ---------

          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.


                                   NATIONAL TECHNICAL SYSTEMS, INC.



          Date:  September 13, 1995      By:  /s/ Lloyd Blonder
                                             ___________________________
                                             Lloyd Blonder
                                             Senior Vice President
                                             Chief Financial Officer

                                             (Signing on behalf of the
                                             registrant and as principal
                                             financial officer)





















                                       15                            <PAGE>
<PAGE>
                                
                                EXHIBIT INDEX 
                                ------------- 
 
 
    Exhibit                                                         Page 
    No.                   Description                               No. 
    --------------------------------------------------------------------- 
 
    27                    Financial Data Schedule                    17 



































                                       16                            <PAGE>

<TABLE> <S> <C>
 
<ARTICLE> 5 
<MULTIPLIER> 1,000 
        
<S>                             <C> 
<PERIOD-TYPE>                   6-MOS 
<FISCAL-YEAR-END>                          JAN-31-1996 
<PERIOD-END>                               JUL-31-1995 
<CASH>                                           1,286 
<SECURITIES>                                         0 
<RECEIVABLES>                                   10,842 
<ALLOWANCES>                                       621 
<INVENTORY>                                      2,293 
<CURRENT-ASSETS>                                15,675 
<PP&E>                                          41,175 
<DEPRECIATION>                                  24,525 
<TOTAL-ASSETS>                                  33,678 
<CURRENT-LIABILITIES>                           11,321 
<BONDS>                                              0 
<COMMON>                                             0 
                                0 
                                          0 
<OTHER-SE>                                           0 
<TOTAL-LIABILITY-AND-EQUITY>                    33,678 
<SALES>                                         20,488 
<TOTAL-REVENUES>                                20,488 
<CGS>                                           15,950 
<TOTAL-COSTS>                                   15,950 
<OTHER-EXPENSES>                                 3,966 
<LOSS-PROVISION>                                     0 
<INTEREST-EXPENSE>                                 602 
<INCOME-PRETAX>                                    560 
<INCOME-TAX>                                       258 
<INCOME-CONTINUING>                                302 
<DISCONTINUED>                                       0 
<EXTRAORDINARY>                                      0 
<CHANGES>                                            0 
<NET-INCOME>                                       302 
<EPS-PRIMARY>                                     0.05 
<EPS-DILUTED>                                     0.05 
         

</TABLE>


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