8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 9, 2012

NATIONAL TECHNICAL SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

California	0-16438	95-4134955
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24007 Ventura Boulevard, Suite 200
Calabasas, California	91302
(Address of Principal Executive Offices)	Zip Code

(818) 591-0776

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 REGULATION FD DISCLOSURE.

Additional information of the registrant is attached as Exhibit 99.1 to this report and is incorporated herein by reference. The additional information is being presented by the registrant at the Sidoti & Company LLC Semi -Annual New York Micro-Cap Conference being held on Monday, January 9, 2012. Except as required by law, the registrant undertakes no obligation to update this information, including any forward-looking statements, to reflect subsequently occurring events or circumstances.

The information in this report (including the exhibit) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD. The information in this report (including the exhibit) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibits are furnished herewith:

Exhibit Number	Description
99.1	Copy of investor presentation materials

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:      January 9, 2012	National Technical Systems, Inc.
	By:	/s/ Raffy Lorentzian
		Name:   Raffy Lorentzian
		Title: Senior Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

National Technical Systems, Inc.
(NASDAQ: NTSC)

Meeting the Growing Demand From Industry and
Government for Skilled Engineering Solutions and Services

January 2012

Sidoti& CompanyLLC

Semi -Annual New York Micro-Cap Conference

January 9, 2012

Largestindependent provider in U.S. ofadvanced compliance
testingand engineering services to the aerospace, defense,

telecommunications, automotive and high technology markets

Company Overview

2

EMC/EMI Testing

Fire Testing

Mechanical Testing

Environmental Testing

Shock Vibration Testing

RF/Wireless Testing

ØOne-stop resource for broad range of services

üAdvanced technical product testing and certification

üCertifications and data accepted in 21 countries

üEngineering services for Engineering Services Outsourcing (ESO) market

üQuality systems registration and supply chain management services

üSpecial facilities, tools and capabilities

lMunitions, explosives, hazardous materials, ballistic and hydraulic burst tests

lSophisticated data collection tools, very high-speed cameras, Doppler radar

lLabInsight on-line customer information portal - test data, status reports, etc.

Company Overview

3

Munitions Testing

HydraulicBurst Testing

ØHeadquartered in Calabasas, CA; 1,100 employees

ØStrategic locations

8

1

1

1

1

1

2

1

3

1

1

4

Company Overview

ØStrong competitive position

üA few large European companies

üMostly small, private local or regional labs in U.S.

üIn-house labs

ØIncreasing market share

ØNational sales force

ØDiversified base of 4,000+ customers

üIncudes many of the world’s largest/strongest

üLong-term relationships = consistent year-over-year revenue

Company Overview

5

Principal Customers Include

Principal Industries Served

nAerospace and Defense

n Telecommunications

n Consumer

n Energy

n Automotive

n Industrial

n Medical

n Other

7

Aerospace & Defense

Telecom

Telecom

Consumer

Consumer

Other

Other

Medical

Medical

Industrial

Industrial

FY 2007 - FY 2011 Financial Highlights

ØFY’ 11 revenues up 58% to $144.1 million from $91.0 million in FY’ 07

ØBacklog grew from 33% of sales in FY’ 07 to 40% in FY’11

ØGross margins improved from 25.3% in FY’ 07 to 27.0% in FY’ 11

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FY 2007 - FY 2011 Financial Highlights

9

1

1Includes one-time $1.7 million, or $0.16 per diluted share, net of tax gain from sale of property

1Includes one-time $1.7 million, or $0.16 per diluted share, net of tax gain from sale of property

2

FY 2012 Quarterly Financial Highlights

ØRevenue up due to diversification and geographic expansion
initiatives, offsetting declines due to lower government
spending/funding delays

ØMargin declines due in part to underutilization at some facilities and
excess completion costs on a large contract

10

1Results presented are from Continuing Operations

1Results presented are from Continuing Operations

1

Balance Sheet Highlights - 10/31/11

11

Cash, cash equivalents, investments	$	11.3 million
Working capital	$	32.5 million
Total assets	$	151.4 million
Total debt	$	50.0 million
Total equity	$	65.0 million

Laboratory Testing Market Trends in U.S.

ØNTS estimates FY 2011 annual revenues in its targeted U.S.
testing market segment at ~$500 to $600 million with stable
growth1

12

NTS

NTS

>25%

>25%

All Others

All Others

<75%

<75%

NTS

NTS

~40%

~40%

All Others

All Others

~60%

~60%

NTS Market Share Growth Estimate FY 2011 - FY 2015

FY 2011

FY 2011

FY 2015

FY 2015

1 Testing market size and growth and NTS’ current and expected market share derived from internal estimates based on
industry data gathered by NTS, the Company’s performance and its extensive experience in its testing market segment

ØKey market drivers - regulatory, cost-effectiveness, time-to-
market

üScarcity of qualified engineers, trend towards greater outsourcing

lEngineering projects, new product development, supply chain management

üIncreasing government product safety regulations

üThird party certification guidelines

ØSignificant barriers to entry

üNiche specialization, high fixed costs, skilled labor force

üExpect few new market entrants

ØFragmented market with number of smaller participants

üAcquisition opportunities to expand services and reach

Why NTS is Approaching an Inflection Point

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ØOrganic growth

üIncrease market share through superior service, new offerings

üInvest in human resources and physical assets to strengthen NTS

üExpand sales and marketing program

ØStrategic acquisitions

üAcquire companies that add significant value to NTS

üAdd new, innovative service offerings to expand repertoire

üGoal to acquire 1 to 2 companies annually

üExperienced and proven acquisition team to seek, evaluate, acquire
and integrate acquired companies

ØCommitment to aggressively grow NTS until valuation
metrics improve significantly or strategic exit achieved

Strategy for Growth

ØESO market is fast growing, multi-billion dollar market expected
to grow at ~26% CAGR

ØNTS launched initiative in March 2009; currently doing selected
design/development ESO projects; drives added testing revenue

ØOffering more Engineering Services is move up value chain

üPositions NTS to provide higher-value, higher-margin services

DESIGN

DEVELOP

TEST

Engineering
Services

Engineering
& Evaluation

NTS Engineering Services (“ESO”) Initiative

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ØGrowing source of additional revenue

ØLeverages Company’s large customer base

ØMoves NTS up the services value chain

ØMargins can increase - not a commodity business

ØDevelops closer working relationships with customers

ØDrives additional NTS testing business

Why Engineering Services Outsourcing?

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ØChicago-based Ingenium Testing in July 2011

ü$12.5 million in cash, plus performance earn out

ü12 fully-automated test chambers in one of the most modern
EMC/EMI testing facilities in North America

üCustomer base, capabilities and services in aerospace, heavy
industry, automotive markets, all among NTS' core competencies

üGives NTS major presence in the very important Chicago region

lIncludes Wisconsin, Indiana, Michigan, Illinois

lSecond largest U.S. market for NTS' testing and engineering
services

üPlan to expand facilities and resources

Recent Strategic Acquisitions

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ØPittsfield, MA-based Lightning Technologies in Sept
2011

ü$6.0 million in cash, plus performance earn out

üEngineering services and testing laboratory specializing in lightning
protection

üCustomer base, capabilities and services in aerospace, construction,
wind power generation markets, complements current capabilities

üExpands NTS’ commercial aerospace business, strengthens non-
defense industry businesses

üNTS currently only U.S. firm that can test, certify commercial aircraft
to meet all requirements of FAA’s specification DO160

Recent Strategic Acquisitions

ØQ4 FY 2012

üPerformance expected to improve from Q3 FY 2012

lGross margins expected to increase

lSG&A expected to increase due to expanded sales program

ØFY 2013

üRevenues expected to increase to $164 million to $169 million

lExpected revenues do not include any FY 2013 acquisitions

üSG&A as a percentage of sales expected to decline from FY 2012

lAcquisition and legal cost expected to decline

üAdditional guidance metrics including expected ranges of EBITDA
and gross margins to be provided in early February 2012

üPlan to update quarterly

Outlook

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20

ØLargest independent, advanced technical testing services
company in U.S. with experienced/effective management team

ØStrong competitive position with increasing market share

ØDiversified base of 4,000+ customers; international presence

ØIncreasing trends towards outsourcing testing, registration,
engineering services driving market

ØAcquisition opportunities to expand business

ØSolid 5-year growth trends, positive outlook for FY 2013

ØCommitted to aggressively grow NTS until valuation metrics
improve substantially or strategic exit achieved

Summary

21

Forward Looking Statements

The content of this presentation and statements made and/or answers given to
questions during this presentation that relate to future plans, events or
performance are forward-looking statements that involve risks and uncertainties,
including risks associated with uncertainties pertaining to customer orders,
demand for services and products, development of markets for the companies'
services and products, market growth and other risks identified in the companies'
SEC filings. Actual results, events and performance may differ materially.
Participants in this presentation are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. The
company undertakes no obligation to release publicly the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated
events.

January 2012

National Technical Systems, Inc.
(NASDAQ: NTSC)

Meeting the Growing Demand From Industry and
Government for Skilled Engineering Talent and Services

January 2012

Sidoti& CompanyLLC

Semi -Annual New York Micro-Cap Conference

January 9, 2012