NATIONAL TECHNICAL SYSTEMS INC /DE/
10-Q, 1995-12-13
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 October 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 October 31, 1995 was 6,660,993.





                          Exhibit Index on Page 18


                                    -1-                         <PAGE>


             NATIONAL TECHNICAL SYSTEMS, INC.  AND SUBSIDIARIES


                                   Index
                                   -----

     PART I.   FINANCIAL INFORMATION                          Page No.
     -------   ---------------------                         ---------

        Financial Statements:

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

           Condensed Consolidated Statements of Income
           Nine Months Ended October 31, 1995 and 1994               5

           Condensed Consolidated Statements of Income
           Three Months Ended October 31, 1995 and 1994              6

           Condensed Consolidated Statements of Cash Flows
           Nine Months Ended October 31, 1995 and 1994               7

        Notes to the Condensed Consolidated Financial Statements     8

        Management's Discussion and Analysis of Financial
        Condition and Results of Operations                          9


     PART  II.   OTHER INFORMATION & SIGNATURE                      17
     ---------   -----------------------------


























                                    -2-                         <PAGE>


     PART I -- FINANCIAL INFORMATION
     -------------------------------

             NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES
             Condensed Consolidated Balance Sheets (unaudited)

                                         October 31,   January 31,
     ASSETS                                 1995          1995
                                         -----------   -----------
     Current assets:
        Cash                             $ 1,232,000    $ 1,696,000
        Receivables, less allowance for
        doubtful accounts of $646,000
        at October 31, 1995 and
        $577,000 at January 31, 1995      12,686,000      9,680,000
        Inventories                        2,158,000      2,082,000
        Deferred income taxes                454,000        434,000
        Prepaid expenses                   1,194,000        757,000
                                          ----------     ----------
          Total current assets            17,724,000     14,649,000
     Property, plant and equipment, at
     cost                                 41,470,000     40,413,000
     Less: accumulated depreciation       25,038,000     23,500,000
                                          ----------     ----------
        Net property, plant and
        equipment                         16,432,000     16,913,000
     Intangible assets                       346,000        529,000
     Property held for sale                  544,000        544,000
     Other assets                            355,000        433,000
                                          ----------     ----------
     Total Assets                        $35,401,000    $33,068,000
                                          ==========     ==========

     LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
        Short term borrowings            $ 4,600,000     $        0
        Accounts payable                   4,013,000      2,866,000
        Accrued expenses                   2,342,000      1,627,000
        Income taxes payable                  13,000        184,000
        Current installments of
        long-term debt                     1,945,000      2,060,000
                                          ----------     ----------
         Total current liabilities        12,913,000      6,737,000
     Long-term debt, excluding current
     installments                          5,321,000     10,045,000
     Deferred income taxes                 1,758,000      1,455,000
     Minority Interest                       160,000              0









                                    -3-                         <PAGE>


     Stockholders' equity:
       Common stock of $.01 par value.
       Authorized, 20,000,000; issued  
       and outstanding 6,661,000 as of
       October 31, 1995 and 6,650,000
       as of January 31, 1995                 67,000         66,000
       Additional paid-in capital         10,511,000     10,480,000
       Retained earnings                   4,671,000      4,285,000
                                          ----------     ----------
           Total stockholders' equity     15,249,000     14,831,000
                                          ----------     ----------
     Total Liabilities and               $35,401,000    $33,068,000
     Stockholders' Equity                 ==========     ==========

                    See accompanying notes to Condensed
                     Consolidated Financial Statements.









































                                    -4-                         <PAGE>


             NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES
             -------------------------------------------------

                Condensed Consolidated Statements of Income
                                (unaudited)

              for Nine months Ended October 31, 1995 and 1994

                                            1995           1994
                                            ----           ----

     Revenues                           $33,364,000    $28,634,000 

     Cost of sales                       26,177,000     21,706,000 
                                         ----------     ----------
        Gross profit                      7,187,000      6,928,000 

     Selling, general and
     administrative expense               5,090,000      5,291,000 
                                         ----------     ----------
        Operating income                  2,097,000      1,637,000 

     Other income (expense):                             

        Interest expense, net              (889,000)      (766,000)

        Other                                25,000        (13,000)
                                         ----------     ----------
        Total other expense                (864,000)      (779,000)
                                         ----------     ----------
     Income before income taxes and
     minority interest                    1,233,000        858,000 

     Income taxes                           555,000        386,000 
                                         ----------     ----------
     Income before minority interest
                                            678,000        472,000 

     Minority interest                       33,000              0 
                                         ----------     ----------
     Net income                         $   645,000    $   472,000 
                                         ==========     ==========
     Primary and fully diluted net
     income per common share            $      0.10    $      0.07 
                                         ==========     ==========
     Weighted average number of common
     shares and common stock
     equivalents outstanding              6,656,000      6,617,000 
                                         ==========     ==========

              See accompanying notes to Condensed Consolidated
                           Financial Statements.





                                    -5-                         <PAGE>


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

                                            1995           1994
                                            ----           ----

     Revenues                           $12,876,000    $ 9,368,000 

     Cost of sales                       10,227,000      7,180,000 
                                         ----------     ----------
          Gross profit                    2,649,000      2,188,000 

     Selling, general and
     administrative expense               1,713,000      1,806,000 
                                         ----------     ----------
          Operating income                  936,000        382,000 

     Other income (expense):                             

        Interest expense, net              (287,000)      (175,000)

        Other                                12,000        (14,000)
                                         ----------     ----------
          Total other expense              (275,000)      (189,000)

     Income before income taxes and
     minority interest                      661,000        193,000 

     Income taxes                           297,000         86,000 
                                         ----------     ----------
     Income before minority interest
                                            364,000        107,000 

     Minority interest                       21,000              0 
                                         ----------     ----------
     Net income                         $   343,000    $   107,000 
                                         ==========     ==========
     Primary and fully diluted net
     income per common share            $      0.05    $      0.02 
                                         ==========     ==========
     Weighted average number of common
     shares and common stock
     equivalents outstanding              6,661,000      6,623,000 
                                         ==========     ==========


              See accompanying notes to Condensed Consolidated
                           Financial Statements.







                                    -6-                         <PAGE>


             NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES
        Condensed Consolidated Statements of Cash Flows (unaudited)
              for Nine months Ending October 31, 1995 and 1994
     CASH FLOWS FROM OPERATING              1995           1994
     ACTIVITIES:                            ----           ----
     Net income                         $   645,000    $   472,000 
     Adjustments to reconcile net
     income to net cash provided by
     operating activities:
        Depreciation and amortization     1,748,000      1,794,000 
        Provision for losses on
        receivables                          69,000        140,000 
        Deferred income taxes               283,000        199,000 
        Gain on sale of assets              (20,000)             0 
        Net changes in assets and
        liabilities:
           Accounts receivable           (3,075,000)       231,000 
           Inventories                      (76,000)      (111,000)
           Prepaid expenses                (432,000)      (385,000)
           Other assets                      78,000        (30,000)
           Accounts payable               1,147,000       (370,000)
           Accrued expenses                 715,000        289,000 
           Income taxes                    (171,000)       (90,000)
           Undistributed earnings of         33,000              0 
           affiliate                     ----------     ----------
        Net cash provided by operating
        activities                          944,000      2,139,000 
     CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property, plant and
     equipment                           (1,094,000)    (2,469,000)
     Proceeds on sale of fixed assets        25,000          3,000 
                                         ----------     ----------
        Net cash used for investing
        activities                       (1,069,000)    (2,466,000)
     CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term debt         1,085,000      2,454,000 
     Repayments of current and
     long-term debt                      (1,324,000)    (2,421,000)
     Stock issued in lieu of             
     compensation                            19,000 
     Cash dividends paid                   (133,000)      (131,000)
     Proceeds from stock options             14,000         27,000 
     exercised                           ----------     ----------
        Net cash used for financing        (339,000)       (71,000)
        activities                       ----------     ----------
     Net decrease in cash                  (464,000)      (398,000)
     Beginning cash balance               1,696,000      1,419,000 
                                         ----------     ----------
     ENDING CASH BALANCE                $ 1,232,000    $ 1,021,000 
                                         ==========     ==========
              See accompanying notes to Condensed Consolidated
                           Financial Statements.





                                    -7-                         <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
        consolidated 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 nine-month and
        three-month periods ended October 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 nine-month and three-month
        periods ended October 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 nine months ended
        October 31, 1995 was $904,000 and $527,000 respectively.  Cash
        paid for interest and taxes for the nine months ended October
        31, 1994 was $772,000 and $183,000, 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.  On September 26, 1995, the
        Board of Directors declared an additional cash dividend of


                                    -8-                         <PAGE>


        $.01 per share to shareholders of record on October 17, 1995. 
        This cash dividend, which totaled $66,000, was paid on October
        31, 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.


        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 nine months ended October 31.

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

     RESULTS OF OPERATIONS
     ---------------------

     REVENUES
     --------

     Nine months ended October 31           1995    % Change    1994
                                            ----    --------    ----

     Technical services                    $25,930    10.1%    $23,544

     Environmental services                  2,328   987.9%        214

     Registration services                   1,635    57.8%      1,036

     Contract labor services                 3,471    (9.6%)     3,840
                                            ------              ------
        Total net revenue                  $33,364    16.5%    $28,634
                                            ======              ======


     For the nine months ended October 31, 1995, consolidated revenues
     increased by $4,730,000 or 16.5% 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 $2,114,000 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 growth of $599,000.  The contract labor segment
     revenues decreased by $369,000, reflecting the continuing effects
     of a declining backlog in the competitive nuclear market offset
     to some degree by increases in other emerging markets.


                                    -9-                         <PAGE>



     It is anticipated by the Registrant that revenues in the
     technical services segment will continue to improve and increase
     slightly over last year s levels, while revenues in both the
     environmental services segment and the registration services
     segment should also 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 to
     increase slightly through the end of the fiscal year. 

     GROSS PROFIT
     Nine months ended October 31           1995    % Change    1994
                                            ----    --------    ----

     Technical services                     $5,901     4.1%    $5,666 

        % to segment revenue                 22.8%              24.1% 


     Environmental services                     15   116.9%       (89)

        % to segment revenue                  0.6%             (41.6%)

     Registration services                     529    18.1%       448 

        % to segment revenue                 32.4%              43.2% 

     Contract labor services                   742   (17.8%)      903 

        % to segment revenue                 21.4%              23.5% 

     Total                                  $7,187     3.7%    $6,928 

        % to total net revenue               21.5%              24.2% 

     Gross profit as a percentage of net revenues decreased in the
     nine months ended October 31, 1995  when compared to the same
     period in 1994.  This decrease was due primarily to pricing
     pressures from increased competition in the technical services
     and contract labor services segments in addition to a one-time
     charge for cost overruns on a fixed price contract in the
     environmental services segment.  The Registrant anticipates the
     competitive environment for aerospace and defense testing and
     contract labor services to persist, however gross profits in the
     environmental services segment should improve slightly through
     the end of the fiscal year.  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
     during the balance of fiscal 1996.






                                    -10-                        <PAGE>


     SELLING, GENERAL & ADMINISTRATIVE
     ---------------------------------

     Nine months ended October 31           1995    % Change    1994
                                            ----    --------    ----

     Technical services                     $3,677    (9.5%)    $4,062

        % to segment revenue                 14.2%               17.3%

     Environmental services                    141   151.8%         56

        % to segment revenue                  6.1%               26.2%

     Registration services                     444   124.2%        198

        % to segment revenue                 27.2%               19.1%

     Contract labor services                   745   (17.6%)       904

        % to segment revenue                 21.5%               23.5%

     Corporate                                  83    16.9%         71

     Total S G & A                          $5,090    (3.8%)    $5,291

        % to total net revenue               15.3%               18.5%


     Selling, general and administrative expenses as a percentage of
     net revenues decreased in the nine months ending October 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
     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 $123,000 in the nine months ending
     October 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 nine 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 nine months ending October 31,


                                    -11-                        <PAGE>


     1995 was higher than the same period in 1994 due to the higher
     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 increase in net income in the nine months ending October 31,
     1995 compared to the same period in 1994 was due to increased
     revenues and lower selling, general and administrative costs
     offset by slightly lower gross profit margins and higher interest
     costs.

     REVENUES
     --------

     Quarter ended October 31               1995    % Change    1994
                                            ----    --------    ----

     Technical services                     $9,561     23.6%    $7,733

     Environmental services                  1,348    961.4%       127

     Registration services                     617     39.0%       444

     Contract labor services                 1,350     26.9%     1,064
                                            ------              ------
        Total net revenue                  $12,876     37.4%    $9,368
                                            ======              ======


     For the three months ended October 31, 1995, consolidated
     revenues increased by $3,508,000 or 37.4% 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 $1,221,000
     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 $173,000.  The
     contract labor segment revenues increased by $286,000, reflecting
     the successful shift away from the competitive market for nuclear
     contract labor services and toward emerging lines of business.

     It is anticipated by the Registrant that revenues in the
     technical services segment will continue to improve and increase
     over last year, while revenues in both the environmental services
     segment and the registration services segment should also
     increase at a more moderate rate for the remainder of fiscal
     1996.  It is further anticipated that revenues in the contract



                                    -12-                        <PAGE>


     labor services segment should continue to increase slightly
     through the end of the fiscal year. 

     GROSS PROFIT
     ------------

     Quarter ended October 31               1995    % Change    1994
                                            ----    --------    ----

     Technical services                    $2,219     27.5%    $1,741 

        % to segment revenue                23.2%               22.5% 

     Environmental services                  (132)  (214.3%)     (42) 

        % to segment revenue                (9.8%)             (33.1%)

     Registration services                    165     (0.6%)      166 

        % to segment revenue                26.7%               37.4% 

     Contract labor services                  397     22.9%       323 

        % to segment revenue                29.4%               30.4% 

     Total                                 $2,649     21.1%    $2,188 

        % to total net revenue              20.6%               23.4% 

     Gross profit as a percentage of net revenues decreased in the
     quarter ended October 31, 1995 when compared to the same quarter
     in 1994.  This decrease was due primarily to pricing pressures
     from increased competition in the technical services and contract
     labor services segments in addition to a one-time charge for cost
     overruns on a fixed price contract in the environmental services
     segment.  The Registrant anticipates the competitive environment
     for aerospace and defense testing and contract labor services
     will persist for the foreseeable future, however gross profits
     for automotive testing and environmental services should improve
     slightly through the end of the fiscal year.  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 during the balance of fiscal 1996.












                                    -13-                        <PAGE>


     SELLING, GENERAL & ADMINISTRATIVE
     ---------------------------------
     Quarter ended October 31               1995    % Change    1994
                                            ----    --------    ----

     Technical services                     $1,179   (11.0%)    $1,325

        % to segment revenue                 12.3%               17.1%

     Environmental services                     43     0.0%         43

        % to segment revenue                  3.2%               33.9%

     Registration services                     204   137.2%         86

        % to segment revenue                 33.1%               19.4%

     Contract labor services                   257   (21.9%)       329

        % to segment revenue                 19.0%               30.9%

     Corporate                                  30    30.4%         23

     Total S G & A                          $1,713    (5.1%)    $1,806

        % to total net revenue               13.3%               19.3%

     Selling, general and administrative expenses as a percentage of
     net revenues decreased in the three months ending October 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 registration services segment which are
     reflective of the cost of pursuing business in this 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 $112,000 in the quarter ending
     October 31, 1995 when compared to the same period in 1994.  This
     increase was principally due to higher interest rates and
     increases 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 October 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


                                    -14-                        <PAGE>


     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 October 31, 1995
     compared to the same period in 1994 was due to increased revenues
     along with a reduction in costs.

     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 nine months ended October 31, 1995, cash provided by
     operations decreased by $1,195,000 when compared to the same
     period in 1994.  Major items contributing to this decrease were
     significant increases in accounts receivable and prepaid expense


                                    -15-                        <PAGE>


     balances partially offset by increases in accounts payable and
     accrued expense balances.

     Net cash used in investing activities in the nine-month period
     ended October 31, 1995 decreased $1,397,000 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 nine-month period ended October 31, 1995, net cash
     provided by financing activities consisted of increases in the
     bank term loans and lines of credit of $1,085,000 and proceeds
     from the exercise of stock options of $14,000 and stock issued in
     lieu of compensation of $19,000, offset by debt reduction on
     short term and long term debt of $1,324,000 and payments of a
     $0.02 per share dividend totaling $133,000.  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 nine-month period ended October 31, 1995, long term
     debt decreased by $4,932,000 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 and increase 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
     October 31, 1995.














                                    -16-                        <PAGE>


     PART II.  OTHER INFORMATION
     --------  -----------------

     Item 6.  Exhibits and Reports on Form 8-K
     -------   --------------------------------

     a.       Exhibit 27 - Financial Data Schedule



     b.       During the quarter ended October 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:  December 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)




















                                    -17-                        <PAGE>


                               EXHIBIT INDEX
                               -------------



     No.            Description                           Page
     -----------------------------------------------------------
     27             Financial Data Schedule                 19

















































                                    -18-                        <PAGE>



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-31-1996
<PERIOD-END>                               OCT-31-1995
<CASH>                                           1,232
<SECURITIES>                                         0
<RECEIVABLES>                                   12,686
<ALLOWANCES>                                       646
<INVENTORY>                                      2,158
<CURRENT-ASSETS>                                17,724
<PP&E>                                          41,470
<DEPRECIATION>                                  25,038
<TOTAL-ASSETS>                                  35,401
<CURRENT-LIABILITIES>                           12,913
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                    35,401
<SALES>                                         33,364
<TOTAL-REVENUES>                                33,364
<CGS>                                           26,177
<TOTAL-COSTS>                                   26,177
<OTHER-EXPENSES>                                 5,090
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 889
<INCOME-PRETAX>                                  1,233
<INCOME-TAX>                                       555
<INCOME-CONTINUING>                                645
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       645
<EPS-PRIMARY>                                     0.10
<EPS-DILUTED>                                     0.10
        

</TABLE>


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