-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dhj4PZBrzaXxV7LHSGr7yUl14T4TpZ8e9n8dWq3eO194CCW8t/Pr4JDrX0+8hsjL cm4qlab1qYK2HRkNUAiO/A== 0001169232-07-004625.txt : 20071213 0001169232-07-004625.hdr.sgml : 20071213 20071213170902 ACCESSION NUMBER: 0001169232-07-004625 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20071031 FILED AS OF DATE: 20071213 DATE AS OF CHANGE: 20071213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL TECHNICAL SYSTEMS INC /CA/ CENTRAL INDEX KEY: 0000110536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 954134955 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16438 FILM NUMBER: 071305161 BUSINESS ADDRESS: STREET 1: 24007 VENTURA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8185910776 MAIL ADDRESS: STREET 1: 24007 VENTURA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL TECHNICAL SYSTEMS /DE/ DATE OF NAME CHANGE: 19880218 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL TECHNICAL SERVICES INC DATE OF NAME CHANGE: 19810712 FORMER COMPANY: FORMER CONFORMED NAME: LINCOLN FUND INC DATE OF NAME CHANGE: 19760315 10-Q 1 d73176_10-q.txt QUARTERLY REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q --------------------------- (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, 2007 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) California 95-4134955 ------------------------ ------------------- (State of incorporation) (I.R.S. Employer Identification No.) 24007 Ventura Boulevard, Suite 200, Calabasas, California --------------------------------------------------------- (Address of principal executive offices) (818) 591-0776 91302 ---------------------------------------------------- ---------- (Registrant's telephone number, including area code) (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 | | Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer | | Accelerated filer | | Non-accelerated filer |X| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES | | NO |X| The number of shares of common stock, no par value, outstanding as of December 11, 2007 was 8,829,168. NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES Index PART I. FINANCIAL INFORMATION
Page No. Item 1. Financial Statements: Condensed Consolidated Balance Sheets as of October 31, 2007 (unaudited) and January 31, 2007 3 Unaudited Condensed Consolidated Statements of Income For the Nine Months Ended October 31, 2007 and 2006 4 Unaudited Condensed Consolidated Statements of Income For the Three Months Ended October 31, 2007 and 2006 5 Unaudited Condensed Consolidated Statements of Cash Flows For the Nine Months Ended October 31, 2007 and 2006 6 Notes to the Unaudited Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II. OTHER INFORMATION & SIGNATURE Item 1. Legal Proceedings 21 Item 1A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4 Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits 21 Signature 22
2 PART I - FINANCIAL ITEM 1. FINANCIAL STATEMENTS NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets
At At October 31, January 31, 2007 2007 ASSETS (unaudited) ----------------------------- CURRENT ASSETS: Cash $ 2,961,000 $ 3,221,000 Accounts receivable, less allowance for doubtful accounts of $972,000 at October 31, 2007 and $691,000 at January 31, 2007 25,074,000 21,900,000 Inventories, net 2,853,000 2,892,000 Deferred income taxes 1,822,000 1,690,000 Prepaid expenses 1,149,000 958,000 ----------------------------- Total current assets 33,859,000 30,661,000 Property, plant and equipment, at cost 105,218,000 101,489,000 Less: accumulated depreciation (70,492,000) (66,055,000) ----------------------------- Net property, plant and equipment 34,726,000 35,434,000 Goodwill 4,390,000 4,126,000 Other assets 5,403,000 4,618,000 ----------------------------- TOTAL ASSETS $ 78,378,000 $ 74,839,000 ============================= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5,746,000 $ 5,843,000 Accrued expenses 6,293,000 5,213,000 Income taxes payable 81,000 401,000 Deferred income 1,686,000 832,000 Current installments of long-term debt 3,700,000 3,285,000 ----------------------------- Total current liabilities 17,506,000 15,574,000 Long-term debt, excluding current installments 18,538,000 19,238,000 Deferred income taxes 4,591,000 5,052,000 Deferred compensation 1,036,000 946,000 Minority interest 296,000 250,000 Commitments and contingencies SHAREHOLDERS' EQUITY: Preferred stock, no par value, 2,000,000 shares authorized; none issued -- -- Common stock, no par value. Authorized, 20,000,000 shares; issued and outstanding, 8,829,000 as of October 31, 2007 and 8,717,000 as of January 31, 2007 13,617,000 12,863,000 Retained earnings 22,863,000 20,971,000 Accumulated other comprehensive loss (69,000) (55,000) ----------------------------- Total shareholders' equity 36,411,000 33,779,000 ----------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 78,378,000 $ 74,839,000 =============================
See accompanying notes to condensed consolidated financial statements. 3 NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Income for Nine Months Ended October 31, 2007 and 2006
2007 2006 ----------------------------- Net revenues $ 91,832,000 $ 86,398,000 Cost of sales 68,983,000 66,726,000 ----------------------------- Gross profit 22,849,000 19,672,000 Selling, general and administrative expense 18,146,000 16,791,000 Equity income from non-consolidated subsidiary (63,000) (192,000) ----------------------------- Operating income 4,766,000 3,073,000 Other income (expense): Interest expense, net (1,380,000) (1,312,000) Other income, net 121,000 171,000 ----------------------------- Total other expense, net (1,259,000) (1,141,000) Income before income taxes and minority interest 3,507,000 1,932,000 Income taxes 1,469,000 849,000 ----------------------------- Income before minority interest 2,038,000 1,083,000 Minority interest (46,000) (75,000) ----------------------------- Net income $ 1,992,000 $ 1,008,000 ============================= Earnings per common share: Basic $ 0.23 $ 0.12 ============================= Diluted $ 0.21 $ 0.11 ============================= Weighted average common shares outstanding 8,782,000 8,704,000 Dilutive effect of stock options 653,000 822,000 ----------------------------- Weighted average common shares outstanding, assuming dilution 9,435,000 9,526,000 =============================
See accompanying notes to condensed consolidated financial statements. 4 NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Income for Three Months Ended October 31, 2007 and 2006
2007 2006 ----------------------------- Net revenues $ 31,003,000 $ 29,809,000 Cost of sales 23,298,000 22,954,000 ----------------------------- Gross profit 7,705,000 6,855,000 Selling, general and administrative expense 6,064,000 5,634,000 Equity loss (income) from non-consolidated subsidiary 8,000 (57,000) ----------------------------- Operating income 1,633,000 1,278,000 Other income (expense): Interest expense, net (448,000) (500,000) Other income (expense), net (6,000) 42,000 ----------------------------- Total other expense, net (454,000) (458,000) Income before income taxes and minority interest 1,179,000 820,000 Income taxes 527,000 375,000 ----------------------------- Income before minority interest 652,000 445,000 Minority interest (21,000) (36,000) ----------------------------- Net income $ 631,000 $ 409,000 ============================= Earnings per common share Basic $ 0.07 $ 0.05 ============================= Diluted $ 0.07 $ 0.04 ============================= Weighted average common shares outstanding 8,822,000 8,676,000 Dilutive effect of stock options 711,000 819,000 ----------------------------- Weighted average common shares outstanding, assuming dilution 9,533,000 9,495,000 =============================
See accompanying notes to condensed consolidated financial statements. 5 NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2007 and 2006
2007 2006 ----------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,992,000 $ 1,008,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,560,000 4,298,000 Recoveries on receivables 281,000 22,000 Undistributed earnings of affiliate 46,000 75,000 Deferred income taxes (593,000) (291,000) Tax benefit from stock option exercises 117,000 276,000 Share based compensation 283,000 447,000 Net gain on insurance claim (97,000) -- Changes in operating assets and liabilities (net of acquisitions): Accounts receivable (3,455,000) (2,523,000) Inventories 39,000 (579,000) Prepaid expenses (191,000) (247,000) Other assets and intangibles (618,000) 29,000 Accounts payable (97,000) 164,000 Accrued expenses 1,080,000 (1,428,000) Income taxes payable (320,000) (309,000) Deferred income 854,000 243,000 Deferred compensation 90,000 59,000 Income taxes receivable -- 10,000 ----------------------------- Net cash provided by operating activities 3,971,000 1,254,000 ----------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (3,729,000) (4,545,000) Investment in life insurance (133,000) (143,000) Acquisitions of businesses (471,000) (3,054,000) Net proceeds from insurance claim 97,000 -- ----------------------------- Net cash used for investing activities (4,236,000) (7,742,000) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from current and long-term debt 2,767,000 14,436,000 Repayments of current and long-term debt (3,052,000) (6,897,000) Cash dividends paid by NQA, Inc. (50,000) -- Proceeds from stock options exercised 354,000 592,000 Common stock repurchase -- (3,893,000) ----------------------------- Net cash provided by financing activities 19,000 4,238,000 ----------------------------- Effect of exchange rate changes on cash (14,000) (61,000) ----------------------------- Net decrease in cash (260,000) (2,311,000) Beginning cash balance 3,221,000 4,196,000 ----------------------------- ENDING CASH BALANCE $ 2,961,000 $ 1,885,000 =============================
See accompanying notes to condensed consolidated financial statements. 6 NATIONAL TECHNICAL SYSTEMS, INC. AND SUBSIDIARIES Notes to the Unaudited Condensed Consolidated Financial Statements 1. Basis of Presentation In accordance with instructions to Form 10-Q, the accompanying consolidated financial statements and footnotes of National Technical Systems, Inc. ("NTS" or the "Company") have been condensed and, therefore, do not contain all disclosures required by U.S. generally accepted accounting principles. These statements should not be construed as representing pro rata results of the Company's fiscal year ending January 31, 2008 and should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the year ended January 31, 2007. The statements presented as of and for the three and nine months ended October 31, 2007 and 2006 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. The consolidated financial statements include the accounts of the Company and its wholly owned and financially controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 2. Income Taxes Income taxes for the interim periods are computed using the effective tax rates estimated to be applicable for the full fiscal year, as adjusted for any discrete taxable events that occur during the period. The Company recorded income tax expense of $527,000 and $1,469,000 for the three and nine months ended October 31, 2007, respectively, and $375,000 and $849,000 for the three and nine months ended October 31, 2006, respectively. In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("FIN 48"). This Interpretation was effective for the fiscal year beginning February 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 requires the recognition of penalties and interest on any unrecognized tax benefits. The Company's policy is to reflect penalties and interest as part of income tax expense when and if they become applicable. The Company has reviewed its positions in recording income and expenses and has no reason to record a liability under the provisions of FIN 48. The Company files income tax returns in the United States ("U.S.") on a federal basis and in many U.S. state and foreign jurisdictions. Certain tax years remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to the settlement of examinations or the expiration of statutes of limitations during the next twelve months. 3. Comprehensive Income (Loss) Accumulated other comprehensive income (loss) on the Company's Condensed Consolidated Balance Sheets consists of cumulative equity adjustments from foreign currency translation. During the nine months ended October 31, 2007 the foreign currency translation adjustment resulted in a loss of $14,000 and total comprehensive income was $1,978,000. During the nine months ended October 31, 2006 the foreign currency translation adjustment resulted in a loss of $61,000 and total comprehensive income was $947,000. 4. Inventories 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. 5. Interest and Taxes Cash paid for interest and taxes for the nine months ended October 31, 2007 was $1,426,000 and $1,791,000, respectively. Cash paid for interest and taxes for the nine months ended October 31, 2006 was $1,342,000 and $1,149,000, respectively. 7 6. Minority Interest Minority interest in the Company's NQA, Inc. subsidiary is a result of 50% of the stock of NQA, Inc. being issued to National Quality Assurance, Ltd. Effective with fiscal 2002, profits and losses are allocated 50.1% to NTS, and 49.9% to National Quality Assurance, Ltd. 7. Earnings Per Share Basic and diluted net income per common share is presented in conformity with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" for all periods presented. In accordance with SFAS No. 128, basic earnings per share have been computed using the weighted average number of shares of common stock outstanding during the year. Basic earnings per share excludes any dilutive effects of options, warrants, non-vested restricted shares and convertible securities. 8. Intangible Assets The Company accounts for goodwill and other intangible assets in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." There have been no indications of any impairment through October 31, 2007. As of October 31, 2007 and January 31, 2007, the Company had the following acquired intangible assets:
October 31, 2007 January 31, 2007 ----------------------------------------------- ---------------------------------------------- Gross Net Estimated Gross Net Estimated Carrying Accum. Carrying Useful Carrying Accum. Carrying Useful Amount Amort. Amount Life Amount Amort. Amount Life Intangible assets subject to amortization: Covenants not to compete $ 649,000 $ 194,000 $ 455,000 3-5 years $ 299,000 $ 135,000 $ 164,000 3-5 years Customer relationships 312,000 79,000 233,000 3 years 105,000 15,000 90,000 3 years ----------------------------------- ---------------------------------- Total $ 961,000 $ 273,000 $ 688,000 $ 404,000 $ 150,000 $ 254,000 =================================== ================================== Intangible assets not subject to amortization: Goodwill $ 4,390,000 $ 4,126,000 =========== ===========
Amortization expense for intangible assets subject to amortization was $123,000 and $21,000 for the nine months ended October 31, 2007 and 2006, respectively. 9. Employee Equity Incentive Plans The Company has two employee incentive stock option plans: the "2002 stock option plan" and the "2006 equity incentive plan." The 2006 equity incentive plan replaced the 2002 stock option plan, which was terminated early and no further options will be granted under it. Additional information with respect to the option plans as of October 31, 2007 is as follows:
Weighted Avg. Weighted Avg. Remaining Contract Aggregate Shares Exercise Price Life in years Intrinsic Value ------------------------------- --------------------------------------- Outstanding at February 1, 2007 1,861,842 $ 3.90 Granted -- -- Exercised (106,533) 3.58 Canceled or expired (10,500) 5.88 ------------------------------- Outstanding at October 31, 2007 1,744,809 $ 3.91 4.09 $ 4,683,000 =============================== ======================================= Exercisable at October 31, 2007 1,566,809 $ 3.81 3.69 $ 4,350,000 =============================== =======================================
Compensation expense related to stock options was $199,000 and $439,000 for the nine months ended October 31, 2007 and 2006, respectively. Compensation expense related to stock options was $50,000 and $121,000 for the three months ended October 31, 2007 and 2006, respectively. As of October 31, 2007, there was $159,000 of 8 unamortized stock-based compensation expense related to unvested stock options which is expected to be recognized over a remaining period of 27 months. The Company's non-vested shares vest at 25% per year commencing with the first anniversary of the grant date. Compensation expense, representing the fair market value of the shares at the date of grant, net of assumptions regarding estimated future forfeitures, is charged to earnings over the vesting period. Compensation expense included in general and administrative expenses in the Company's consolidated statement of income, relating to these grants was $84,000 for the nine months ended October 31, 2007. In fiscal year 2007, 43,270 non-vested shares were granted at a grant price of $7.08 of which 10,817 became vested in the current year. During the first nine months of fiscal 2008, an additional 43,766 non-vested shares were granted at a grant price of $7.00 per share. As of October 31, 2007, there was $495,000 of unamortized stock-based compensation cost related to unvested shares which is expected to be recognized over a remaining period of 44 months. 10. Recent Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"), which clarifies the definition of fair value, establishes guidelines for measuring fair value, and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements and eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 will be effective for the Company on February 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157 on its financial position, cash flows, and results of operations. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"("SFAS 159") which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will be effective for the Company on February 1, 2008. The Company is currently evaluating the impact of adopting SFAS 159 on its financial position, cash flows and results of operations. 11. Segments The following table presents summarized information by segment:
Nine Months Ended ------------------------------------ October 31, 2007 October 31, 2006 ---------------- ---------------- Revenues by segment: Engineering & Evaluation $ 67,560,000 $ 59,060,000 Technical Solutions 24,272,000 27,338,000 ---------------- ---------------- Total revenues $ 91,832,000 $ 86,398,000 ================ ================ Operating income by segment: Engineering & Evaluation $ 4,755,000 $ 2,857,000 Technical Solutions 11,000 216,000 ---------------- ---------------- Total operating income $ 4,766,000 $ 3,073,000 ================ ================ Income before income taxes and minority interest by segment: Engineering & Evaluation $ 3,544,000 $ 1,718,000 Technical Solutions (38,000) 214,000 ---------------- ---------------- Total income before income taxes and minority interest $ 3,506,000 $ 1,932,000 ================ ================ Assets by segment: Engineering & Evaluation $ 64,103,000 $ 61,620,000 Technical Solutions 8,394,000 8,662,000 Corporate 5,881,000 4,350,000 ---------------- ---------------- Total assets $ 78,378,000 $ 74,632,000 ================ ================
12. Acquisition of TRA Certification, Inc. 9 On May 31, 2007, NQA, USA, a 50% owned consolidated subsidiary of NTS, acquired the assets of TRA Certification, Inc. ("TRA"), located in Elkhart, Indiana, for a total purchase price of $821,000. The Company paid $471,000 in cash and will pay an additional $350,000 which is payable in five annual payments of $70,000 each, starting upon the first anniversary of the purchase. All existing TRA customers and associated certifications and backlog were transferred to NQA, USA. The preliminary purchase price was allocated $350,000 to covenant not to compete, $207,000 to customer relationships and $264,000 to goodwill. The results of operations for TRA are included in the Company's consolidated statement of income from June 1, 2007 to October 31, 2007. 13. Subsequent Events Acquisition of United States Test Laboratory, L.L.C. On December 5, 2007, the Company acquired all of the outstanding membership interests of United States Test Laboratory, L.L.C. ("USTL"), located in Wichita, Kansas, pursuant to an Interests Purchase Agreement between NTS and USTL. Under the terms of the Interests Purchase Agreement, the Company paid to the sellers at the closing an aggregate of $12,500,000, of which $750,000 was deposited into a third-party escrow as security for indemnification claims the Company may have against the sellers under the agreement. The amount remaining in the escrow will be released to the sellers on June 5, 2009, except for amounts subject to pending indemnification claims, if any. In addition, the Company agreed to pay to the sellers up to $1,800,000 in earnout consideration based on the achievement by USTL of certain revenue targets over the 24 months immediately following the closing of the agreement. The President of USTL will continue to be employed at USTL as General Manager. Amendment No. 9 to Revolving Credit Agreement On December 5, 2007, in order to fund the acquisition of USTL, the Company entered into an Amendment No. 9 to Revolving Credit Agreement dated December 5, 2007 with (i) Comerica Bank, as agent, issuing lender and lender, and (ii) First Bank, as lender (the "Amendment"). See Exhibit number 99.1 to form 8-K filed on December 11, 2007. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for the historical information contained herein, the matters addressed in this Item 2 contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking words such as "may", "will", "expect", "anticipate", "intend", "estimate", "continue", "behave" and similar words. Financial information contained herein, to the extent it is predictive of financial condition and results of operations that would have occurred on the basis of certain stated assumptions, may also be characterized as forward-looking statements. Although forward-looking statements are based on assumptions made, and information believed by management to be reasonable, no assurance can be given that such statements will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated. These forward-looking statements are not guarantees of future performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This discussion should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Annual Report on Form 10-K for the year ended January 31, 2007 and the condensed consolidated financial statements included elsewhere in this report. GENERAL The Company is a diversified business to business services organization that supplies technical services and solutions to a variety of industries including aerospace, defense, automotive, power products, electronics, computers and telecommunications. Through its wide range of testing facilities, solutions and certification services, the Company provides its customers the ability to sell their products globally and enhance their overall competitiveness. NTS is accredited by numerous national and international technical organizations which allow the Company to have its test data accepted in most countries. The Company operates in two segments: "Engineering & Evaluation" and "Technical Solutions". The business of the Company is conducted by a number of operating units, each with its own organization. Each segment is under the direction of its own executive and operational management team. In making financial and operational decisions, NTS relies on an internal management reporting process that provides revenues and operating cost information for each of its operating units. Revenues and booking activities are also tracked by market type. The Engineering & Evaluation segment is one of the largest independent conformity assessment and management system registration organizations in the U.S., with facilities throughout the United States and in Japan, Canada and Germany, serving a large variety of high technology industries, including aerospace, defense, automotive, power products, electronics, computers and telecommunications. This segment provides highly trained technical personnel for product certification, product safety testing and product evaluation to allow customers to sell their products in world markets. In addition, it performs management registration and certification services to ISO related standards. The Technical Solutions segment provides professional and specialty staffing services, including contract services, temporary and full time placements and specialty solutions services to its customers specifically in the areas of information technology, information systems, software engineering and construction. Technical Solutions supplies professionals in support of customers who need help-desk analysts and managers, relational database administrators and developers, application and systems programmers, configuration and project managers, engineering personnel and multiple levels of system operations personnel. 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 the Company for the nine month period ended October 31, 2007. 11 RESULTS OF OPERATIONS
REVENUES Nine months ended October 31, 2007 % Change 2006 Diff -------------------------------------------- (Dollars in thousands) Engineering & Evaluation $ 67,560 14.4% $ 59,060 $ 8,500 Technical Solutions 24,272 (11.2)% 27,338 (3,066) -------- ---------------------- Total revenues $ 91,832 6.3% $ 86,398 $ 5,434 ======== ======================
For the nine months ended October 31, 2007, consolidated revenues increased by $5,434,000 or 6.3 % when compared to the same period in fiscal 2007. Engineering & Evaluation: For the nine months ended October 31, 2007, Engineering & Evaluation segment revenues increased by $8,500,000 or 14.4% when compared to the same period in fiscal 2007, primarily due to continuing strong revenues from aerospace, defense and power markets and additional revenues of approximately $1,433,000 from new acquisitions. Technical Solutions: For the nine months ended October 31, 2007, Technical Solutions segment revenues decreased by $3,066,000 or 11.2% when compared to the same period in fiscal 2007, primarily due to the decrease in contractor headcount and the competitive environment in the general IT service business, particularly from off-shore companies. The Company is in the process of changing its business model in this segment to an Engineering Solutions model providing its clients with resources and solutions from product concept to market entry by leveraging the Engineering & Evaluation aerospace, defense and telecommunications customers and aligning its services with the Engineering & Evaluation sales team. The Company has recently added additional high-level management to execute on this plan.
GROSS PROFIT Nine months ended October 31, 2007 % Change 2006 Diff ------------------------------------------- (Dollars in thousands) Engineering & Evaluation $ 18,537 23.4% $ 15,018 $ 3,519 % to segment revenue 27.4% 25.4% 2.0% Technical Solutions 4,312 (7.3)% 4,654 (342) % to segment revenue 17.8% 17.0% 0.7% -------- ---------------------- Total $ 22,849 16.1% $ 19,672 $ 3,177 ======== ====================== % to total revenue 24.9% 22.8% 2.1%
Total gross profit for the nine months ended October 31, 2007 increased by $3,177,000 or 16.1% when compared to the same period in fiscal 2007. Engineering & Evaluation: For the nine months ended October 31, 2007, gross profit for the Engineering & Evaluation segment increased by $3,519,000 or 23.4% when compared to the same period in fiscal 2007. This was primarily due to the increase in revenues in higher margin contracts and the effect of fixed costs not increasing proportionately with sales which contributed to the increase in gross profit as a percentage of revenues of 2.0%. Technical Solutions: For the nine months ended October 31, 2007, gross profit decreased by $342,000 or 7.3% in the Technical Solutions segment when compared to the same period in fiscal 2007. This decrease was primarily due to the lower revenues discussed above, offset by lower related costs. 12
SELLING, GENERAL & ADMINISTRATIVE Nine months ended October 31, 2007 % Change 2006 Diff -------------------------------------------- (Dollars in thousands) Engineering & Evaluation $ 13,845 12.1% $ 12,353 $ 1,492 % to segment revenue 20.5% 20.9% (0.4)% Technical Solutions 4,301 (3.1)% 4,438 (137) % to segment revenue 17.7% 16.2% 1.5% -------- ---------------------- Total $ 18,146 8.1% $ 16,791 $ 1,355 ======== ====================== % to total revenue 19.8% 19.4% 0.3%
Total selling, general and administrative expenses increased $1,355,000 or 8.1% for the nine months ended October 31, 2007 when compared to the same period in fiscal 2007. Engineering & Evaluation: For the nine months ended October 31, 2007, selling, general and administrative expenses increased by $1,492,000 or 12.1% when compared to the same period in fiscal 2007, primarily due to higher sales and marketing costs and incentive compensation costs associated with the increased revenues and margins discussed above and additional accounting fees related to Sarbanes Oxley section 404 costs. Technical Solutions: For the nine months ended October 31, 2007, selling, general and administrative expenses decreased by $137,000 or 3.1% when compared to the same period in fiscal 2007, primarily due to the reduction in selling costs associated with the lower revenues discussed above. Equity Income from Non-Consolidated Subsidiary: Engineering & Evaluation: For the nine months ended October 31, 2007, equity income from XXCAL Japan was $63,000, compared to $192,000 for the same period in fiscal 2007. This decrease was primarily due to a decline in revenues in the second and third quarters of the current year, primarily due to a reduction in business with one major client. XXCAL Japan is 50% owned by NTS and is accounted for under the equity method since NTS does not have management or board control.
OPERATING INCOME Nine months ended October 31, 2007 % Change 2006 Diff -------------------------------------------- (Dollars in thousands) Engineering & Evaluation $ 4,755 66.4% $ 2,857 $ 1,898 % to segment revenue 7.0% 4.8% 2.2% Technical Solutions 11 (94.9)% 216 (205) % to segment revenue 0.0% 0.8% (0.7)% -------- ---------------------- Total $ 4,766 55.1% $ 3,073 $ 1,693 ======== ====================== % to total revenue 5.2% 3.6% 1.6%
Operating income for the nine months ended October 31, 2007 increased by $1,693,000 or 55.1% when compared 13 to the same period in fiscal 2007. Engineering & Evaluation: For the nine months ended October 31, 2007, operating income in the Engineering & Evaluation segment increased by $1,898,000 or 66.4% when compared to the same period in fiscal 2007, primarily as a result of the increase in gross profit, partially offset by the increase in selling, general and administrative expenses and the decrease in equity income from non-consolidated subsidiary. Technical Solutions: For the nine months ended October 31, 2007, operating income in the Technical Solutions segment decreased by $205,000 or 94.9% when compared to the same period in fiscal 2007, primarily as a result of the decrease in gross profit, partially offset by the decrease in selling, general and administrative expenses. INTEREST EXPENSE Net interest expense increased by $68,000 to $1,380,000 in the nine months ended October 31, 2007 when compared to the same period in the prior year, primarily due to slightly higher interest rate levels for the nine months ended October 31, 2007. OTHER INCOME Other income was $121,000 for the nine months ended October 31, 2007, compared to $171,000 for the same period in the prior year. Other income in the current year includes proceeds received from insurance recoveries. INCOME TAXES The income tax provision rate of 41.9% for the nine months ended October 31, 2007 is lower than the 43.9% income tax rate in the prior year, primarily due to lower non-deductible share-based compensation recorded in the current year. This rate is based on the estimated provision accrual for fiscal year ending January 31, 2008. Management has determined that it is more likely than not that the deferred tax assets will be realized on the basis of offsetting them against the reversal of deferred tax liabilities. It is the Company's intention to assess the need for a valuation account by evaluating the realizability of the deferred tax asset quarterly based upon projected future taxable income of the Company. NET INCOME Net income for the nine months ended October 31, 2007 was $1,992,000 compared to $1,008,000 for the same period in fiscal 2007, an increase of $984,000 or 97.6%. This increase was primarily due to the higher operating income, partially offset by higher other expense and higher income taxes. 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 the Company for the three month period ended October 31, 2007. 14 RESULTS OF OPERATIONS REVENUES
Three months ended October 31, 2007 % Change 2006 Diff ---------------------------------------------------- (Dollars in thousands) Engineering & Evaluation $ 23,336 12.7% $ 20,706 $ 2,630 Technical Solutions 7,667 (15.8)% 9,103 (1,436) ---------- ----------------------- Total revenues $ 31,003 4.0% $ 29,809 $ 1,194 ========== =======================
For the three months ended October 31, 2007, consolidated revenues increased by $1,194,000 or 4.0% when compared to the same period in fiscal 2007. Engineering & Evaluation: For the three months ended October 31, 2007, Engineering & Evaluation segment revenues increased by $2,630,000 or 12.7% when compared to the same period in fiscal 2007, due to strong revenues from the aerospace, registration and power markets. Technical Solutions: For the three months ended October 31, 2007, Technical Solutions segment revenues decreased by $1,436,000 or 15.8% when compared to the same period in fiscal 2007, primarily due to a decrease in contractor headcount and the competitive environment in the general IT service business. The Company is in the process of changing its business model in this segment to an Engineering Solutions model providing its clients with resources and solutions from product concept to market entry by leveraging the Engineering & Evaluation aerospace, defense and telecommunications customers and aligning its services with the Engineering & Evaluation sales team. The Company has recently added additional high-level management to execute on this plan. GROSS PROFIT
Three months ended October 31, 2007 % Change 2006 Diff ---------------------------------------------------- (Dollars in thousands) Engineering & Evaluation $ 6,320 20.2% $ 5,256 $ 1,064 % to segment revenue 27.1% 25.4% 1.7% Technical Solutions 1,385 (13.4)% 1,599 (214) % to segment revenue 18.1% 17.6% 0.5% ---------- ----------------------- Total $ 7,705 12.4% $ 6,855 $ 850 ========== ======================= % to total revenue 24.9% 23.0% 1.9%
Total gross profit for the three months ended October 31, 2007 increased by $850,000 or 12.4% when compared to the same period in fiscal 2007. Engineering & Evaluation: For the three months ended October 31, 2007, gross profit for the Engineering & Evaluation segment increased by $1,064,000 or 20.2% when compared to the same period in fiscal 2007, primarily due to the increased revenues discussed above and the effect of fixed costs not increasing proportionately with sales. Gross profit as a percentage of revenues increased for the three months ended October 31, 2007 to 27.1% from 25.4% for the same period in the prior year. Technical Solutions: For the three months ended October 31, 2007, gross profit decreased by $214,000 or 13.4% in the Technical 15 Solutions segment when compared to the same period in fiscal 2007, primarily due to the decreased revenues discussed above, offset by lower related costs. SELLING, GENERAL & ADMINISTRATIVE
Three months ended October 31, 2007 % Change 2006 Diff ---------------------------------------------------- (Dollars in thousands) Engineering & Evaluation $ 4,552 9.1% $ 4,171 $ 381 % to segment revenue 19.5% 20.1% (0.6)% Technical Solutions 1,512 3.3% 1,463 49 % to segment revenue 19.7% 16.1% 3.6% ---------- ----------------------- Total $ 6,064 7.6% $ 5,634 $ 430 ========== ======================= % to total revenue 19.6% 18.9% 0.7%
Total selling, general and administrative expenses increased $430,000 or 7.6% for the three months ended October 31, 2007 when compared to the same period in fiscal 2007. Engineering & Evaluation: For the three months ended October 31, 2007, selling, general and administrative expenses increased by $381,000 or 9.1% when compared to the same period in fiscal 2007, primarily due to higher selling and incentive compensation costs associated with the increased revenues and margins discussed above and additional accounting fees related to Sarbanes Oxley section 404 costs. Technical Solutions: For the three months ended October 31, 2007, selling, general and administrative expenses increased by $49,000 or 3.3% when compared to the same period in fiscal 2007, primarily due to an increase in selling costs due to hiring additional sales personnel. Equity Income from Non-Consolidated Subsidiary: Engineering & Evaluation: For the three months ended October 31, 2007, equity loss from XXCAL Japan was $8,000, compared to $57,000 equity income for the same period in fiscal 2007. This decrease was primarily due to a reduction in business with one major client. XXCAL Japan is 50% owned by NTS and is accounted for under the equity method since NTS does not have management or board control. OPERATING INCOME
Three months ended October 31, 2007 % Change 2006 Diff ---------------------------------------------------- (Dollars in thousands) Engineering & Evaluation $ 1,760 54.1% $ 1,142 $ 618 % to segment revenue 7.5% 5.5% 2.0% Technical Solutions (127) (193.4)% 136 (263) % to segment revenue (1.7)% 1.5% (3.2)% ---------- ----------------------- Total $ 1,633 27.8% $ 1,278 $ 355 ========== ======================= % to total revenue 5.3% 4.3% 1.0%
Operating income for the three months ended October 31, 2007 increased by $355,000 or 27.8% when compared 16 to the same period in fiscal 2007. Engineering & Evaluation: For the three months ended October 31, 2007, operating income in the Engineering & Evaluation segment increased by $618,000 or 54.1% when compared to the same period in fiscal 2007, primarily as a result of the increase in gross profit, partially offset by the increase in selling, general and administrative expenses and decrease in equity income. Technical Solutions: For the three months ended October 31, 2007, operating income in the Technical Solutions segment decreased by $263,000 or 193.4% when compared to the same period in fiscal 2007, as a result of the decrease in gross profit and a slight increase in selling, general and administrative expenses. INTEREST EXPENSE Net interest expense decreased by $52,000 to $448,000 in the three months ended October 31, 2007 when compared to the same period in the prior year, primarily due to lower average debt balances for the three months ended October 31, 2007 when compared with the same period last year. OTHER INCOME Other income decreased by $48,000 in the three months ended July 31, 2007 when compared to the same period in the prior year. INCOME TAXES The income tax provision rate of 44.7% for the three months ended October 31, 2007 is lower than the 45.7% income tax rate in the prior year, primarily due to lower non-deductible share-based compensation recorded in the current year. This rate is based on the estimated provision accrual for fiscal year ending January 31, 2008. Management has determined that it is more likely than not that the deferred tax assets will be realized on the basis of offsetting them against the reversal of deferred tax liabilities. It is the Company's intention to assess the need for a valuation account by evaluating the realizability of the deferred tax asset quarterly based upon projected future taxable income of the Company. NET INCOME Net income for the three months ended October 31, 2007 was $631,000, an increase of $222,000 when compared to the same period in fiscal 2007. This increase was primarily due to the higher operating income, partially offset by higher income taxes. OFF BALANCE SHEET ARRANGEMENTS None. BUSINESS ENVIRONMENT In the Engineering & Evaluation segment, the Company tests and certifies high tech products for seven distinct markets: defense, aerospace, telecommunications, transportation, power, computer and electronics. The Company also provides ISO 9000 Quality Management System Registration. The defense and aerospace markets generate approximately 60% of the Company's overall Engineering and Evaluation revenues. In recent years, domestic and worldwide political and economic developments have impacted positively the market demands for defense and advanced technology systems. Government research and development funding specifically for defense has increased this year. In addition, both the commercial and military aerospace markets are strengthening and it is anticipated that this growth will continue for the next several years. Also, the increase in government outsourcing activity has created additional opportunities for NTS. An example of the outsourcing activity is the increase in munitions and ordnance work NTS is receiving this year from government bases. This type of work was 17 historically done by the government directly. The Company has ten fully equipped defense and aerospace environmental simulation laboratories located throughout the United States and is well equipped to handle this increase in demand. The Company has experienced an increase in demand for the evaluation of military equipment and weapons systems, which has positively affected business at its laboratories. The Company is experiencing a moderate increase in its aerospace business this year. The trend in the telecommunications market appears to be stable in the short term and is expected to grow in the future. Carriers are deploying voice, video and data using fiber networks. This may increase the demand for certification of suppliers' premises equipment, and certification of additional central office equipment. The Company has been approved as an Independent Test Laboratory (ITL) by the carriers to test and certify central office equipment developed by manufactures to the Network Equipment Building Specifications (NEBS). The Company is currently providing this service at laboratories in California, Massachusetts, Texas, Alberta, Canada and Germany. The Company has been approved as an ITL to offer Digital Subscriber Line (DSL) certification. This service currently is being provided at laboratories in California. The Company expects an increase in business demand as carriers upgrade networks packet-based Voice Over Internet Protocol (VOIP) devices. As service providers gradually convert to VOIP architectures, interoperability becomes critical to ensure a seamless transition to next generation networks. The Company also expects an increase in demand as carriers begin to deploy "triple play" (voice, video, and broadband) offerings over FTTP (fiber to the premises) passive fiber networks (PON). The Company is currently evaluating the overall compliance requirements for the deployment of Broadband wireless products and how best to position NTS to service the anticipated growth of this technology. The Company anticipates a moderate increase in the telecom business. The transportation market and power markets have been stable with the Company continuing to experience a decrease in the transportation business at its Detroit facility, while the Company has recently experienced a moderate increase in the power business. The computer and electronics markets have been stable. The Company anticipates growth in these markets as it captures additional market share due to the planned international expansion. Currently NTS is developing compliance and interoperabiltiy testing for emerging technologies; Multimedia over Coax Cable (MoCA), Video Electronics Standards (VESA), WiMedia, satellite radio and electronic product compliance for Zune applications. The Company believes these compliance activities will have applicability in both the Asian and US markets. In the Technical Solutions segment (TS), the Company provides a variety of staffing and workforce management services and solutions, including contract, contract-to-hire and full time placements to meet its customers' needs with a focus on IT and engineering. Over the past few years, the IT general services business transferred to off-shore facilities and became a commodity service for some of the Company's largest competitors. In 2003, the Company deployed a transformation strategy which focused on meeting the anticipated increase in demand for specialized IT, compliance, engineering support services at Company locations. As part of this strategy, the Company developed a proprietary database and put in place a customer service team which maintains relationships and manages the availability of the technical experts who support these specialized services. In addition, TS is positioning itself to provide its clients with resources and solutions from product concept to market entry by leveraging the Engineering & Evaluation aerospace, defense and telecommunications customers and aligning its services with the Engineering & Evaluation sales team. Notwithstanding the foregoing, and because of factors affecting the Company's operating results, past financial performance should not be considered to be a reliable indicator of future performance. 18 LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities of $3,971,000 in the nine months ended October 31, 2007 primarily consisted of net income of $1,992,000 adjusted for non-cash items of $4,560,000 in depreciation and amortization, share based compensation of $283,000, partially offset by changes in working capital of $2,618,000 and other non cash items of $246,000. Net cash provided by operating activities of $1,254,000 in the nine months ended October 31, 2006 primarily consisted of net income of $1,008,000 adjusted for non-cash items of $4,298,000 in depreciation and amortization, share based compensation of $447,000, other non cash items of $82,000, partially offset by changes in working capital of $4,581,000. Cash used for investing activities in the nine months ended October 31, 2007 of $4,236,000 was primarily attributable to capital spending of $3,729,000, cash used to acquire TRA Certification, Inc. of $471,000 and investment in life insurance of $133,000, partially offset by net proceeds from insurance claim of $97,000. Cash used for investing activities in the nine months ended October 31, 2006 of $7,742,000 was primarily attributable to capital spending of $4,545,000, cash used to acquire American International Registrars Corporation ("AIR") of $386,000, cash used to acquire B&B Technologies of $414,000 and cash used to acquire Dynamic Labs of $2,254,000. Capital spending is generally comprised of purchases of machinery and equipment, building, leasehold improvements, computer hardware, software and furniture and fixtures. Net cash provided by financing activities in the nine months ended October 31, 2007 of $19,000 consisted primarily of repayment of debt of $3,052,000, partially offset by proceeds from borrowings of $2,767,000 and proceeds from stock options exercised of $354,000. Net cash provided by financing activities in the nine months ended October 31, 2006 of $4,238,000 consisted of proceeds from borrowings of $14,436,000, proceeds from stock options exercised of $592,000, partially offset by repayment of debt of $6,897,000, and common stock repurchase of $3,893,000 from a former executive officer and director of the Company. The Company has a $16,500,000 revolving line of credit under its credit agreement with Comerica Bank California and First Bank. Comerica Bank California, as the agent, holds 60% of the line with First Bank, as the participant, holding 40% of the line. The interest rate is at the agent's prime rate minus 25 basis points, with an option for the Company to convert to loans at the Libor rate plus 225 basis points for 30, 60, 90, 180 or 365 days, with minimum advances of $1,000,000. The outstanding balance on the revolving line of credit at October 31, 2007 was $10,643,000. This balance is reflected in the accompanying condensed consolidated balance sheets as long-term. The amount available on the line of credit was $5,857,000 as of October 31, 2007. This agreement is subject to certain covenants, which require the maintenance of certain working capital, debt-to-equity, earnings-to-expense and cash flow ratios. The Company was in compliance with all of the covenants with its banks at October 31, 2007. The credit agreement with Comerica Bank California and First Bank also includes a $2,500,000 term loan to be repaid in 60 equal monthly payments and an equipment line of credit for $2,000,000. On March 29, 2006, the Company increased the term loan by an additional $3,900,000 to fund the repurchase of 792,266 shares of common stock from a former executive officer and director. On September 21, 2006, the agreement was amended again to include an additional equipment line of credit of $2,000,000 and an additional $2,000,000 term loan, to be repaid in 48 equal monthly payments, to fund the purchase of Dynamic Labs. The aggregate outstanding balance on the term loans at October 31, 2007 was $5,106,000. The aggregate outstanding balance on the equipment line of credit at October 31, 2007 was $3,334,000. The Company has additional equipment line of credit agreements (at interest rates of 5.56% to 7.47%) to finance various test equipment with terms of 60 months for each equipment schedule. The outstanding balance at October 31, 2007 was $891,000. The balance of other notes payable collateralized by land and building was $2,264,000 at October 31, 2007. On December 5, 2007, the Company entered into an Amendment No. 9 to Revolving Credit Agreement with its banks, restructuring its existing credit facility and increasing it to $38,150,000, comprising of $16,500,000 in revolving line of credit, $9,000,000 in Term Loan A and $12,650,000 in Term Loan B. For the details of Amendment No. 9, please see Exhibit number 99.1 to form 8-K filed on December 11, 2007. 19 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in the Company's quantitative and qualitative market risk since the disclosure in the Company's Annual Report on Form 10-K for the year ended January 31, 2007, filed with the Securities and Exchange Commission on April 30, 2007. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company's Chief Executive Officer and Chief Financial Officer carried out an evaluation with the participation of the Company's management, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective. Changes in Internal Controls Over Financial Reporting As required by Rule 13a-15(d), the Company's Chief Executive Officer and Chief Financial Officer, with the participation of the Company's management, also conducted an evaluation of the Company's internal controls over financial reporting to determine whether any changes occurred during the quarter ended October 31, 2007 that have materially affected, or are reasonably likely to affect, the Company's internal controls over financial reporting. Based on that evaluation, there has been no such change during the quarter ended October 31, 2007. Limitations of the Effectiveness A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Notwithstanding these limitations, the Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are, in fact, effective at the "reasonable assurance" level. 20 PART II. OTHER INFORMATION Item 1. Legal Proceedings From time to time the Company may be involved in judicial or administrative proceedings concerning matters arising in the ordinary course of business. Management does not expect that any of these matters, individually or in the aggregate, will have a material adverse effect on the Company's business, financial condition, cash flows or results of operations. Item 1A. Risk Factors There have been no material changes in the Company's risk factors since the disclosure in the Company's Annual Report on Form 10-K for the year ended January 31, 2007 filed with the Securities and Exchange Commission on April 30, 2007. Item 2. Unregistered Sales of Equity Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits 10.14 - Amendment number eight to revolving credit agreement between the Company and Comerica Bank effective September 26, 2007. 31.1 - Certification of the Principal Executive Officer pursuant to rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 - Certification of the Principal Financial Officer pursuant to rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 - Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 - Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 21 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, 2007 By: /s/ Raffy Lorentzian ------------------------- ------------------------- Raffy Lorentzian Senior Vice President Chief Financial Officer (Signing on behalf of the registrant and as principal financial officer) 22 EX-10.14 2 d73176_ex10-14.txt AMENDMENT NUMBER EIGHT TO REVOLVING CREDIT AGREEMENT EXHIBIT 10.14 AMENDMENT NUMBER EIGHT TO REVOLVING CREDIT AGREEMENT This AMENDMENT NUMBER EIGHT TO REVOLVING CREDIT AGREEMENT (this "Amendment'), dated as of September 26, 2007, is entered into among NATIONAL TECHNICAL SYSTEMS, INC., a California corporation ("Parent'), NTS TECHNICAL SYSTEMS, a California corporation, dba National Technical Systems ("NTS'), XXCAL, INC., a California corporation ("XXCAL'), APPROVED ENGINEERING TEST LABORATORIES, INC., a California corporation ("AETL"), ETCR, INC., a California corporation ("ETCR"), ACTON ENVIRONMENTAL TESTING CORPORATION, a Massachusetts corporation ("Acton"), and PHASE SEVEN LABORATORIES, INC., a California corporation ("Phase Seven") and one or more Subsidiaries of Parent, whether now existing or hereafter acquired or formed, which become party to the Agreement (as defined below) by executing an Addendum in the form of Exhibit 1 of the Agreement (NTS, XXCAL, AETL, ETCR, Acton, Phase Seven and such other Subsidiaries are sometimes individually referred to herein as a "Subsidiary Borrower" and collectively referred to herein as "Subsidiary Borrowers", and Subsidiary Borrowers and Parent are sometimes individually referred to herein as a "Borrower" and collectively referred to herein as `Borrowers"), the financial institutions from time to time parties hereto as Lenders, whether by execution hereof or an Assignment and Acceptance in accordance with Section 11.5 (c) of the Agreement, and Comerica Bank, in its capacity as contractual representative for itself and the other Lenders ('Agent"), with reference to the following facts: A. Borrowers, Agent and Lenders are parties to that certain Revolving Credit Agreement, dated as of November 21, 2001, as amended by that certain Amendment Number One to Revolving Credit Agreement, dated as of July 17, 2002, that certain Amendment Number Two to Revolving Credit Agreement, dated as of November 25, 2002, that certain Amendment Number Three to Revolving Credit Agreement, dated as of July 21, 2003, that certain Amendment Number Four to Revolving Credit Agreement, dated as of July 30, 2004, that certain Amendment Number Five to Revolving Credit Agreement, dated as of July 1, 2005, that certain Amendment Number Six to Revolving Credit Agreement, dated as of March 29, 2006, and that certain Amendment Number Seven to Revolving Credit Agreement, dated as of September 21, 2006 (as so amended, the "Agreement'); B. Borrowers and Agent, in its capacity as Agent for the Lenders, entered into that certain Security Agreement, dated as of November 21, 2001 (the "Security Agreement'); C. Borrowers, Agent and Lenders desire to further amend the Agreement in accordance with the terms of this Amendment. NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows: 1. Defined Terms. All initially capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement. 2. Amendments to the Agreement. 23 2.1 Definitions. (a) The following definitions set forth in Section 1.1 of the Agreement are hereby amended in their entirety as follows: "Revolving Loans Maturity Date" means February 1, 2009. 3. Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to and contingent upon the fulfillment of each and every one of the following conditions: (a) Agent shall have received this Amendment, duly executed by Borrowers and all Lenders; (b) No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have occurred; and (c) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date). 4. Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Borrower hereby represents and warrants to Agent and Lenders that: (a) No Event of Default or Unmatured Event of Default is continuing; (b) All of the representations and warranties set forth in the Agreement and the Loan Documents are true, complete and accurate in all respects (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date); and (c) This Amendment has been duly executed and delivered by Borrowers, and after giving effect to this Amendment, the Agreement and the Loan Documents continue to constitute the legal, valid and binding agreements and obligations of Borrowers, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, and similar laws and equitable principles affecting the enforcement of creditors' rights generally. 5. Counterparts; Telefacsimile Execution. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile also shall deliver a manually executed counterpart of this Amendment but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment. 6. Integration. The Agreement as amended by this Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and thereof, and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof 24 and thereof 7. Reaffirmation of the Agreement. The Agreement as amended hereby and the other Loan Documents remain in fall force and effect. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first hereinabove written. NATIONAL TECHNICAL SYSTEMS, INC. By: Lloyd Blonder, Senior Vice President, Finance, Treasurer and Assistant Secretary NTS TECHNICAL SYSTEMS dba NATIONAL TECHNICAL SYSTEMS By: Lloyd Blonder, Senior Vice President, Finance, Treasurer and Assistant Secretary XXCAL, INC. By: Lloyd Blonder, Vice President, Treasurer and Assistant Secretary APPROVED ENGINEERING TEST LABORATORIES, INC. By: Lloyd Blonder, Vice President, Treasurer and Assistant Secretary ETCR, INC. By: Lloyd Blonder, Vice President, Treasurer and Assistant Secretary 25 ACTON ENVIRONMENTAL TESTING CORPORATION By: Lloyd Blonder, Vice President, Treasurer and Assistant Clerk PHASE SEVEN LABORATORIES, INC. By: Lloyd Blonder, Vice President, Treasurer and Assistant Secretary COMERICA BANK, in its capacities as Agent, Issuing Lender and a Lender By: Vahe S. Medzoyan, Vice President FIRST BANK & TRUST, in its capacity as a Lender By: Name: Bake Seaton Title: Vice President 26 EX-31.1 3 d73176_ex31-1.txt RULE 13A-14(A)/15D-14(A) CERTIFICATION EXHIBIT 31.1 CERTIFICATION I, William McGinnis, certify that: 1. I have reviewed this quarterly report on Form 10-Q of National Technical Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ William McGinnis ------------------------------------ William McGinnis, Chief Executive Officer and Director (Principal Executive Officer) December 13, 2007 27 EX-31.2 4 d73176_ex31-2.txt RULE 13A-14(A)/15D-14(A) CERTIFICATION EXHIBIT 31.2 CERTIFICATION I, Raffy Lorentzian, certify that: 1. I have reviewed this quarterly report on Form 10-Q of National Technical Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Raffy Lorentzian ------------------------------------ Raffy Lorentzian, Senior Vice President and Chief Financial Officer (Principal Financial Officer) December 13, 2007 28 EX-32.1 5 d73176_ex32-1.txt SECTION 1350 CERTIFICATION EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of NATIONAL TECHNICAL SYSTEMS, INC. (the "Company") on Form 10-Q for the period ended October 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William McGinnis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report. /s/ William McGinnis ------------------------------------ William McGinnis, Chief Executive Officer and Director (Principal Executive Officer) December 13, 2007 A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 29 EX-32.2 6 d73176_ex32-2.txt SECTION 1350 CERTIFICATION EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of NATIONAL TECHNICAL SYSTEMS, INC (the "Company") on Form 10-Q for the period ended October 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Raffy Lorentzian, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report. /s/ Raffy Lorentzian ------------------------------------ Raffy Lorentzian, Senior Vice President and Chief Financial Officer (Principal Financial Officer) December 13, 2007 A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 30 -----END PRIVACY-ENHANCED MESSAGE-----