DGT 10Q 2006 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934.

For the quarterly period ended April 29, 2006
or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
---------- ----------

Commission File Number 0-3319

DEL GLOBAL TECHNOLOGIES CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

New York 13-1784308
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Commerce Park, Valhalla, NY 10595
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

914-686-3650
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

None
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last report)

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 No
X
- ----- -----

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-25 of the Exchange Act.

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 Registrant's common stock outstanding as of June 16,
2006 was 11,635,524.

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

TABLE OF CONTENTS

Part I. Financial Information: Page No.
--------

Item 1. Financial Statements (Unaudited)

Consolidated Statements of Operations for the Three Months 4
and Nine Months ended April 29, 2006 and April 30, 2005

Consolidated Balance Sheets - April 29, 2006 and July 30, 2005 5-6

Consolidated Statements of Cash Flows for the Nine Months Ended 7
April 29, 2006 and April 30, 2005

Notes to Consolidated Financial Statements 8-17

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 18-26

Item 3. Quantitative and Qualitative Disclosures about Market
Risk 26

Item 4. Controls and Procedures 26

Part II. Other Information:

Item 1. Legal Proceedings 28-29

Item 6. Exhibits 29

Signatures 30

Certifications 31-36

PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands except per share data)

(Unaudited)
Three Months Ended Nine Months Ended
Apr. 29, Apr. 30, Apr. 29, Apr. 30,
2006 2005 2006 2005
------- ------- ------ -------
NET SALES $20,804 $18,892 $59,037 $64,259
COST OF SALES 16,302 14,091 45,586 47,937
------- ------- ------- -------
GROSS MARGIN 4,502 4,801 13,451 16,322
------- ------- ------- -------
Selling, general and administrative 3,299 4,874 10,071 12,546
Research and development 409 446 1,191 1,268
Litigation settlement costs (55) -- 445 300
-------- ------ ------- -------
Total operating expenses 3,653 5,320 11,707 14,114
------- ------- ------- -------
OPERATING INCOME(LOSS) 849 (519) 1,744 2,208
Interest expense (349) (297) (943) (978)
Other income/(expense) (205) 46 (245) 34
------- ----- ------- -------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAX
PROVISION AND MINORITY INTEREST 295 (770) 556 1,264
Income tax provision 368 248 1,064 1,557
------- ------ ------- -------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE MINORITY INTEREST ( 73) (1,018) (508) (293)
Minority interest -- 13 108 322
------- ------ ------- -------
INCOME (LOSS) FROM CONTINUING
OPERATIONS ( 73) (1,031) (616) (615)
Discontinued operations -- -- -- 199
------ ------- ------- -------
NET INCOME(LOSS) $ ( 73) $(1,031) $ (616) $ (416)
======= ======== ======= =======
INCOME(LOSS)PER COMMON SHARE-BASIC
Continuing operations $ (0.01) $ (0.10) $(0.06) $ (0.06)
Discontinued operations -- -- -- 0.02
------ ------ ----- -----
Net income(loss) per basic share $ (0.01) $ (0.10) $(0.06) $ (0.04)
====== ======= ====== =======
INCOME (LOSS) PER COMMON SHARE-DILUTED
Continuing operations $ (0.01) $(0.10) $(0.06) $(0.06)
Discontinued operations -- -- -- 0.02
------ ------ ------ ------
Net income(loss)per diluted share$ (0.01) $(0.10) $(0.06) $(0.04)
====== ====== ====== ======
Weighted average number of common shares outstanding (in thousands):
Basic 11,635 10,517 11,114 10,449
Diluted 11,635 10,517 11,114 10,449

See notes to consolidated financial statements

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

ASSETS

April 29, July 30,
2006 2005
-------- --------
(Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ 230 $ 1,466

Trade receivables (net of allowance for
doubtful accounts of $1,005 and $1,030
at April 29, 2006 and July 30, 2005,
respectively) 13,667 14,218

Inventory 19,092 14,852
Prepaid expenses and other current
assets 767 724
------- --------
Total current assets 33,756 31,260

FIXED ASSETS - Net 6,267 6,485
DEFERRED INCOME TAX ASSET-NON CURRENT 1,205 841
GOODWILL 6,437 1,911
INTANGIBLES - Net -- 38
OTHER ASSETS 303 241
-------- ---------
TOTAL ASSETS $47,968 $40,776
======== =========

See notes to consolidated financial statements

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

LIABILITIES AND SHAREHOLDERS' EQUITY

April 29, July 30,
2006 2005
--------- --------

(Unaudited) (Audited)

CURRENT LIABILITIES
Short-term credit facilities $ 4,309 $ 5,051
Current portion of long-term debt 1,101 783
Accounts payable - trade 11,633 9,258
Accrued liabilities 7,781 5,488
Litigation settlement reserves 300 56
Income taxes payable 404 502
-------- ---------
Total current liabilities 25,528 21,138

NON-CURRENT LIABILITIES
Long-term debt 5,133 4,296
Subordinated note 2,350 2,158
Other long-term liabilities 2,813 2,683
Deferred income tax liabilities - non current 314 --
------- --------
Total liabilities 36,139 30,275
------- --------

MINORITY INTEREST IN SUBSIDIARY -- 1,273
------- ---------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Common stock, $.10 par value;
Authorized 20,000,000 shares;
Issued - 12,258,294 and 11,252,958
at April 29, 2006 and July 30, 2005 1,226 1,125
Additional paid-in capital 67,673 64,448
Accumulated other comprehensive income 1,344 1,450
Accumulated deficit (52,868) (52,249)
Less common stock in treasury - 622,770
at April 29, 2006 and July 30, 2005 (5,546) (5,546)
--------- ---------
Total shareholders' equity 11,829 9,228
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 47,968 $ 40,776
======== ========

See notes to consolidated financial statements

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
Apr 29, 2006 Apr. 30, 2005
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss)from continuing operations $ (616) $ (615)
Adjustments to reconcile net income(loss)to
net cash provided by (used in)
operating activities:
Depreciation and amortization 653 977
Imputed interest - Subordinated note 192 107
Minority interest 108 322
Stock based compensation expense 135 29
Deferred income tax (364) (123)
Loss on sale of fixed assets 141 51
Litigation settlement provision 500 300
Changes in operating assets and liabilities:
(Increase) decrease in trade receivables 541 604
(Increase) decrease in inventory (4,243) 1,194
(Increase) decrease in prepaid expenses and
other current assets (42) 95
(Increase) decrease in other assets (63) 66
Increase in accounts payable - trade 2,377 (2,829)
Increase (decrease) in accrued liabilities 1,851 (2,194)
Payment of litigation settlement costs (256) (5,382)
(Decrease) increase in income taxes payable 217 170
Increase in other long-term liabilities 134 118
------- -------
Net cash provided by(used in)operating activities 1,265 (7,110)
------- -------
Cash Flows from discontinued operations
and sale proceeds -- 3,463
CASH FLOWS FROM INVESTING ACTIVITIES: -------- --------
Fixed asset purchases (544) (366)
Acquisition of minority interest (2,612) -
------- -------
Net cash used in investing activities (3,156) (366)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (repayment) of short-term debt (747) 174
Warrant exercise 2 44
Stock option exercise 239 231
Borrowing of long-term debt 2,000 --
Repayment of long-term debt (836) --
Dividend to Villa minority shareholders -- (509)
------- -------
Net cash provided by (used in)
financing activities 658 (60)

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)

Nine Months Ended
Apr 29, 2006 Apr. 30, 2005

EFFECT OF EXCHANGE RATE CHANGES (3) 263
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,236) (3,810)
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD 1,466 4,755
------- -------
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD $ 230 $ 945
======= =======

Non-Cash Transactions:

Investing Activities:
Stock issued as part of purchase of minority
interest $ 2,950 $ --

See notes to consolidated financial statements

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share data)
(Unaudited)

1. DESCRIPTION OF THE BUSINESS

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the results for the interim
period have been included. Results of operations for the interim periods are not
necessarily indicative of the results that may be expected for the full year.
These consolidated financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's annual
report on Form 10-K filed with the Securities and Exchange Commission for the
year ended July 30, 2005. Certain prior year's amounts have been reclassified to
conform to the current period presentation.

As of July 31, 2004, the Company's Board had committed to a plan to dispose of
its Del High Voltage Division ("DHV") and on October 1, 2004, we sold this
division for a purchase price of $3.1 million, plus the assumption of
approximately $0.8 million of liabilities. Accordingly, the results of
operations have been reclassified to show this division as a discontinued
operation.

The Company's fiscal year-end is based on a 52/53-week cycle ending on the
Saturday nearest to July 31. Results of the Company's foreign subsidiary, Villa
Sistemi Medicali S.p.A. ("Villa"), are consolidated into Del Global's
consolidated financial statements based on a fiscal year that ends on June 30
and are reported on a one month lag.

The Company recognizes revenue upon shipment, provided there is persuasive
evidence of an arrangement, there are no uncertainties concerning acceptance,
the sales price is fixed, collection of the receivable is probable and only
perfunctory obligations related to the arrangement need to be completed. The
Company's products are covered primarily by one year warranty plans and, in some
cases, optional extended warranties for up to five years are offered. The
Company establishes allowances for warranties as more fully described in the
Product Warranty footnote herein. The Company recognizes service revenue when
repairs or out of warranty repairs are completed. The Company has an FDA
obligation to continue to provide repair service for certain medical systems for
up to seven years past the warranty period, which are billed to the customers at
market rates.

In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payments,"
which established standards for transactions in which an entity exchanges its
equity instruments for goods and services. The standard requires a public entity
to measure the equity instruments award based on the grant-date fair value. This
eliminates the exception to account for such awards using the intrinsic method
previously allowed under APB Opinion No. 25. SFAS No 123 (R) has been adopted
for fiscal year 2006. The statement does not require restatement of previously
issued statements and is being applied on a prospective basis.

Prior to the adoption of SFAS 123 (R), the Company accounted for stock-based
awards to employees using the intrinsic value method of accounting in accordance
with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." The Company's practice in granting these awards to employees is to
set the exercise price of the stock options equal to the market price of our
underlying stock on the date of grant. Therefore under the intrinsic value
method, no compensation expense is recognized in the Company's Consolidated
Statements of Operations.

Had compensation cost for the Company's stock option plans been determined based
on the fair value at the grant dates for awards under those plans consistent
with the methods recommended by SFAS 123 (R), the Company's net income or loss
and net income or loss per share for the three months and nine months ended
April 30, 2005 would have been stated at the pro forma amounts indicated below:

Three Nine
Months Ended Months Ended
-------------- --------------
Apr. 30, Apr. 30,
2005 2005
------- -------
Net loss - as reported $ (1,031) $ (416)

Deduct: Total stock-based
awards determined under
fair value method (69) (208)
-------- --------
Proforma Net Loss $ (1,100) $ (624)
======== ========
Income per share - Basic and diluted
As reported $(0.10) $(0.04)
Proforma $(0.10) $(0.06)

NEW ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs,
an amendment of ARB No. 43, Chapter 4." This Statement amends the guidance in
ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the handling costs and
wasted material (spoilage), requiring that those items be recognized as
current-period charges. In addition, this Statement requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The Company adopted this statement as of
the beginning of the first quarter of fiscal 2006 and effects were not material
to its financial statements or results of operations.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets", which eliminates the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 became
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. The Company adopted this statement as of the beginning of
the first quarter of fiscal 2006 and effects were not material to its financial
statements or results of operations.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3." This Statement
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes, unless impracticable, retrospective
application as the required method for reporting a change in accounting
principle, in the absence of explicit transition requirements specific to the
newly adopted accounting principle. This Statement also provides guidance for
determining whether retrospective application of a change in accounting
principle is impracticable and for reporting a change when retrospective
application is impracticable. The correction of an error in previously issued
financial statements is not an accounting change. However, the reporting of an
error correction involves adjustments to previously issued financial statements
similar to those generally applicable to reporting an accounting change
retrospectively. Therefore, the reporting of a correction of an error by
restating previously issued financial statements is also addressed by this
Statement. The Statement is effective for accounting changes made in fiscal
years beginning after December 15, 2005. The Company does not believe the
adoption of SFAS No. 154 will have a material impact on the Company's financial
statements or results of operations.

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations." FIN 47 provides guidance relating
to the identification of and financial reporting for legal obligations to
perform an asset retirement activity. The Interpretation requires recognition of
a liability for the fair value of a conditional asset retirement obligation when
incurred if the liability's fair value can be reasonably estimated. FIN No. 47
also defines when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation. The provision is
effective no later than the end of fiscal years ending after December 15, 2005.
The Company does not believe the adoption of FIN No. 47 will have a material
impact on the Company's financial statements or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments -an amendment of FASB Statements No. 133 and 140," which
simplifies accounting for certain hybrid financial instruments by permitting
fair value remeasurement for any hybrid instrument that contains an embedded
derivative that otherwise would require bifurcation and eliminates a restriction
on the passive derivative instruments that a qualifying special-purpose entity
may hold. SFAS No. 155 is effective for all financial instruments acquired,
issued or subject to a remeasurement (new basis) event occurring after the
beginning of an entity's first fiscal year that begins after September 15, 2006.
The adoption of SFAS No. 155 will have no impact on our results of operations or
our financial position.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No. 140," which establishes,
among other things, the accounting for all separately recognized servicing
assets and servicing liabilities by requiring that all separately recognized
servicing assets and servicing liabilities be initially measured at fair value,
if practicable. SFAS No. 156 is effective as of the beginning of an entity's
first fiscal year that begins after September 15, 2006. The adoption of SFAS No.
156 will have no impact on our results of operations or our financial position.

2. ACQUISITION OF MINORITY INTEREST IN VILLA

On December 23, 2005, the Company acquired the remaining 20% of Villa for $2,612
plus 904,762 restricted shares of Company common stock. These shares were valued
at $3.26 a share or $2,950 and are subject to SEC Rule 144 limitations as to
holding periods and trading volume limitations. Goodwill in the amount of $4,525
was recorded and $934 of minority interest was reversed after recognition of a
$388 dividend. Due to the previous 80% ownership interest existing at the time
of the original acquisition, the assets and liabilities of the Villa subsidiary
were fully consolidated before the transaction and considered to be at fair
market value with no additional adjustments necessary.

3. DISCONTINUED OPERATIONS

On October 1, 2004, the Company completed the sale of DHV for a price of $3,100,
plus the assumption of approximately $800 of liabilities. This division was
formerly part of the Power Conversion Group and designed, manufactured and
marketed proprietary precision power conversion subsystems for medical as well
as critical industrial applications. The results of operations of this division
are shown as discontinued operations in the accompanying financial statements.

Certain information is summarized below:

Quarter Ended Nine Months Ended
Apr. 30, Apr. 30,
2005 2005
--------- ---------
Revenues $ -- $7,936
Net income before income tax provision -- 199
Income tax provision -- --
Income from discontinued operations -- 199

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the cost of acquisitions over the fair value
of the identifiable assets acquired and liabilities assumed. Under the
provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," the Company
ceased all goodwill amortization effective August 4, 2002.

During the second quarter of fiscal 2006, the Company acquired the minority
interest in the Villa subsidiary (See Note 2 above). This acquisition increased
goodwill in the Medical Systems Group by $4,526.

Other intangible assets are the Company's distribution network and non-compete
agreements acquired with the purchase of certain assets of a subsidiary.
Intangibles are being amortized on a straight-line basis over their estimated
useful lives, which range from 5 to 10 years and will become fully amortized
during fiscal 2006. The components of our amortizable intangible assets are as
follows:

April 29, 2006 July 30, 2005
---------------- --------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amounts Amortization Amounts Amortization

Distribution
Network $ 653 S 653 $ 653 $ 615
------- ------- ------- -------
Total $ 653 $ 653 $ 653 $ 615
======= ======= ======= =======

Amortization expense for intangible assets for the three and nine months ended
April 29, 2006 was $5 and $38, respectively, and for the three and nine months
ended July 30, 2005 was $17 and $49, respectively. Estimated amortization
expense for the remainder of 2006 and the five succeeding fiscal years is as
follows:

2006 (remainder) None
2007-2009 None

There are no components of intangible assets that have an indefinite life.

INVENTORY

Inventory is stated at the lower of cost (first-in, first-out) or market.
Inventories and their effect on cost of sales are determined by physical count
for annual reporting purposes and are evaluated using perpetual inventory
records for interim reporting periods. For certain subsidiaries during interim
periods we estimate the amount of labor and overhead costs related to finished
goods inventories. The estimation methodologies used for interim reporting
purposes are described in Management's Discussion and Analysis of Financial
Condition and Results of Operations under the subtitle "Critical Accounting
Policies".

April 29, 2006 July 30, 2005
---------------- -------------
(Unaudited) (Audited)
Raw materials and purchased parts $ 13,968 $ 12,540
Work-in-process 2,550 2,615
Finished goods 5,541 2,714
-------- --------
22,059 17,869
Less allowance for obsolete and excess
inventory (2,967) (3,017)
-------- --------
Total inventory $ 19,092 $ 14,852
======== ========

PRODUCT WARRANTIES

The Company's products are covered primarily by one-year warranty plans and in
some cases optional extended contracts may be offered covering products for
periods up to five years, depending upon the product and contractual terms of
sale. The Company establishes allowances for warranties on an aggregate basis
for specifically identified, as well as anticipated, warranty claims based on
contractual terms, product conditions and actual warranty experience by product
line.

During the third quarter and first nine months of fiscal 2006, the Company
incurred costs of $30 and $162, respectively, related to warranty claims
submitted and accrued $61 and $106 related to product warranties issued during
the three and nine months of fiscal 2006, respectively. The liability related to
warranties is included in accrued expenses on the accompanying Consolidated
Balance Sheets and is $984 and $1,040 at April 29, 2006 and July 30, 2005,
respectively.

COMPREHENSIVE INCOME (LOSS)

Comprehensive Income (loss) for the Company includes foreign currency
translation adjustments and net income (loss) reported in the Company's
Consolidated Statements of Operations.

Comprehensive loss for 2006 and 2005 was as follows:
Three Months Ended Nine Months Ended
Apr. 29, Apr. 30, Apr. 29, Apr. 30,
2006 2005 2006 2005
------- --------- ------- --------
Net (loss) $ (73) $ (1,031) $ (616) $ (416)
Foreign currency translation adjustments 105 (337) (106) (4)
------ -------- ------ --------
Comprehensive (loss) $ 32 $ (1,368) $ (722) $ (420)
====== ======== ======= ========

INCOME (LOSS) PER SHARE Three Months Ended Nine Months Ended
Apr. 29, Apr. 30, Apr. 29, Apr. 30,
2006 2005 2006 2005
------- ------- ------- -------
Numerator:
Net income (loss) $ (73) $ (1,031) $ (616) $ (416)
======= ======== ====== ========

Denominator for basic income (loss) per share -
Weighted average shares
outstanding 11,634,939 10,517,195 11,114,054 10,449,118
Effect of dilutive securities -- -- -- --
---------- ---------- ---------- ----------
Denominator for diluted loss
per share 11,634,939 10,517,195 11,114,054 10,449,118
========== ========== ========== ==========
Income (loss) per common share
Basic $(0.01) $ (0.10) $(0.06) $(0.04)
Diluted (0.01) (0.10) (0.06) (0.04)

Common shares outstanding for the current and prior period ended were reduced by
622,770 shares of treasury stock. The computation of dilutive securities
includes the assumed conversion of warrants and employee stock options to
purchase common stock. The fiscal 2006 computation of diluted shares outstanding
at April 29, 2006, does not include 1,563,494 employee stock options and 940,370
warrants to purchase Company common stock since the effect of their assumed
conversion would be anti-dilutive. The fiscal 2005 computation of diluted
securities outstanding at April 30, 2005, does not include 2,008,494 employee
stock options and 991,994 warrants to purchase Company common stock since the
effect of their assumed conversion would be anti-dilutive.

SEGMENT INFORMATION

The Company has three reportable segments: Medical Systems Group, Power
Conversion Group and Other. The "Other" segment includes unallocated corporate
costs. Interim segment information is as follows:

Medical Power
For three months ended Systems Conversion
April 29, 2006 Group Group Other Total
- ----------------------- --------- -------- -------- -------
Net Sales to Unaffiliated Customers $17,639 $ 3,165 - $20,804
Cost of sales 14,295 2,007 - 16,302
------- -------- ------- ------
Gross margin 3,344 1,158 - 4,502

Operating expenses 2,813 444 396 3,653
------ ------- ------ ------
Operating income (loss) $ 531 $ 714 $ (396) $ 849
====== ======= ====== ======

Medical Power
For three months ended Systems Conversion
April 30, 2005 Group Group Other Total
- ----------------------- --------- -------- -------- -------
Net Sales to Unaffiliated Customers $15,380 $ 3,512 - $18,892
Cost of sales 11,937 2,154 - 14,091
------- -------- ------- ------
Gross margin 3,443 1,358 - 4,801

Operating expenses 3,058 661 1,601 5,320

------ ------- ------ ------
Operating income (loss) $ 385 $ 697 $(1,601) $ (519)
====== ======= ====== ======

Medical Power
For nine months ended Systems Conversion
April 29, 2006 Group Group Other Total
- ----------------------- --------- -------- -------- -------
Net Sales to Unaffiliated Customers $49,431 $ 9,606 - $59,037
Cost of sales 39,178 6,408 - 45,586
------- -------- ------- ------
Gross margin 10,253 3,198 - 13,451

Operating expenses 8,156 1,549 2,002 11,707
------ ------- ------ ------
Operating income (loss) $2,097 $ 1,649 $(2,002) $1,744
====== ======= ====== ======

Medical Power
For nine months ended Systems Conversion
April 30, 2005 Group Group Other Total
- ----------------------- --------- -------- -------- -------
Net Sales to Unaffiliated Customers $53,661 $ 10,598 - $64,259
Cost of sales 40,852 7,085 - 47,937
------- -------- ------- ------
Gross margin 12,809 3,513 - 16,322

Operating expenses 8,357 2,110 3,647 14,114
------ ------- ------ ------
Operating income (loss) $4,452 $ 1,403 $(3,647) $2,208
====== ======= ====== ======

STOCK OPTION PLAN AND WARRANTS

Effective July 31, 2005, the Company adopted Statement of Financial Accounting
Standards ("SFAS") 123R, "Share-Based Payments," which revises SFAS 123,
"Accounting for Stock-Based Compensation." This standard requires that the
Company measure the cost of employee services received in exchange for an award
of equity instruments based on the grant date fair value of the award. That cost
will be recognized over the period in which the employee is required to provide
the services - the requisite service period (usually the vesting period) - in
exchange for the award. The grant date fair value for options and similar
instruments will be estimated using option pricing models. Under SFAS 123R, the
Company is required to select a valuation technique or option pricing model that
meets the criteria as stated in the standard, which includes a binomial model
and the Black-Scholes model. At the present time, the Company is continuing to
use the Black-Scholes model. The adoption of SFAS 123R, applying the "modified
prospective method," as elected by the Company requires the Company to value
stock options prior to its adoption of SFAS 123R under the fair value method and
expense these amounts over the remaining vesting period of the stock options.
The fair values were determined by using the following assumptions in the
Black-Scholes model: an estimated life of seven years, volatility ranging from
40% to 90% risk free interest rate from 5% to 6.8% and the assumption that no
dividends will be paid. SFAS 123R requires that the Company estimate forfeitures
for stock options and reduce compensation expense accordingly. The Company has
reduced its fiscal year 2006 expense by the assumed forfeiture rate and will
evaluate experience against this forfeiture rate going forward.

In the three and nine months ended April 29, 2006, the Company recorded $9 and
$136, respectively, of compensation expense related to stock options.

The following activity has occurred under our existing plan:

Weighted
Average
Shares Exercise
(in 000's) Price
Outstanding at July 30, 2005 1,662 $3.81
Outstanding at October 29, 2005 1,662 3.18
Granted 50 3.05
Exercised (87) 2.00
Cancelled and forfeited (12) 2.65
----- -----
Outstanding at January 29, 2006 1,613 $3.89
Exercised (13) 2.65
Cancelled and forfeited (37) 3.05
----- -----
Outstanding at April 29, 2006 1,563 $3.92
===== =====
Exercisable at April 29, 2006 1,443 $4.02
===== =====

In December 2000, the Board of Directors approved an extension of time to
exercise for all stock option holders. The extension covers all options whose
term would have expired during the period from the stock de-listing date up to
the date that the shares become re-listed on a national exchange. This extension
grants those stock option holders a period of six months from the date of
re-listing to exercise vested options which may have otherwise expired without
the extension. During fiscal year 2005, the plan was modified to remove this
extension provision from options granted after January 2005. Due to this
extension, the Company cannot calculate the weighted average remaining
contractual term of outstanding or vested options.

At April 29, 2006, the aggregate intrinsic value of options outstanding and
options exercisable was $1.4 million and $1.3 million, respectively. The
intrinsic value is the amount by which the market value of the underlying stock
exceeds the exercise price of the option.

Cash proceeds and intrinsic value related to total stock options exercised
during the third quarter and first nine months of fiscal years 2006 and 2005 are
provided in the following table:

Three Months Ended Nine Months Ended
Apr. 29, Apr. 30, Apr. 29, Apr. 30,
2006 2005 2006 2005
------- --------- ------- --------
Proceeds from stock options exercised $33 $45 $207 $231
Intrinsic value of stock options exercised $14 $73 $123 $286

CONTINGENCIES

STRATEGIC ALTERNATIVES - On March 21, 2005, the Company was notified by Palladio
Corporate Finance S.p.A. and Palladio Finaziaria S.p.A. (collectively
"Palladio"), the party with whom it signed a non-binding letter of intent for
the sale of its Medical Systems Group, that Palladio was terminating

negotiations under the letter of intent. The letter of intent provided for a
$1.0 million payment payable in the event that no later than March 4, 2005, the
buyer was ready, willing and able to enter into a definitive purchase agreement
based on the terms of the letter of intent and containing reasonable and
customary representations, warranties, terms and conditions relating to the
transaction, and the Company elected not to enter into such purchase agreement.
Palladio filed a lawsuit against the Company and its Del Medical Imaging Corp.
subsidiary on April 15, 2005, in the United States District Court, Southern
District of New York. The lawsuit sought payment of the $1.0 million, plus
interest, as well as reasonable attorney's fees. The Company filed an Answer to
this lawsuit on June 8, 2005, contesting Palladio's claim to these damages, and
thereafter served discovery requests. At a court conference held on September
28, 2005, the parties agreed to submit to non-binding mediation in an attempt to
settle this dispute. A mediation conference was scheduled for November 21, 2005.
At this mediation, the Company settled this dispute with Palladio for payments
totaling $0.5 million over the following 18 months. The Company recorded a
related expense of $0.5 million in the first quarter 2006 operating expenses.

EMPLOYMENT MATTERS - The Company had an employment agreement with Samuel Park,
the previous Chief Executive Officer ("CEO"), for the period May 1, 2001 to
April 30, 2004. The employment agreement provided for certain payments in the
event of a change in control of the Company.

On October 10, 2003, the Company announced the appointment of Walter F.
Schneider as President and CEO to replace Mr. Park, effective as of such date.
As a result, the Company recorded a charge of $200 during the first quarter of
fiscal 2004 to accrue the balance remaining under Mr. Park's employment
agreement.

The Company's Board of Directors, elected at the Company's Annual Meeting of
Shareholders held on May 29, 2003, had reviewed the "change in control"
provisions regarding payments totaling up to approximately $1.8 million under
the employment agreement between the Company and its former Chief Executive
Officer, Samuel Park. As a result of this review and based upon, among other
things, the advice of special counsel, the Company's Board of Directors has
determined that no obligation to pay these amounts has been triggered. Prior to
his departure from the Company on October 10, 2003, Mr. Park orally informed the
Company that, after reviewing the matter with his counsel, he believed that the
obligation to pay these amounts has been triggered. On October 27, 2003, the
Company received a letter from Mr. Park's counsel demanding payment of certain
sums and other consideration pursuant to the Company's employment agreement with
Mr. Park, including these change in control payments. On November 17, 2003, the
Company filed a complaint against Mr. Park seeking a declaratory judgment that
no change in control payment was or is due to Mr. Park and that an amendment to
the employment contract with Mr. Park regarding advancement and reimbursement of
legal fees is invalid and unenforceable. Mr. Park answered the complaint and
asserted counterclaims seeking payment from the Company based on his position
that a "change in control" occurred in June 2003. Mr. Park is also seeking other
consideration he believes he is owed under his employment agreement. The Company
filed a reply to Mr. Park's counterclaims denying that he is entitled to any of
these payments. Discovery in this matter was conducted and completed. Following
discovery, the Company and Mr. Park filed motions for summary judgment on the
issues related to the change in control and amendment to the employment
agreement, which motions have been fully submitted to the court for
consideration. To date, no decision has been issued by the court on these
motions. If Mr. Park prevails on his claims and the payments he seeks are

required to be paid in a lump sum, these payments may have a material adverse
effect on the Company's liquidity. It is not possible to predict the outcome of
these claims; however, the Company's Board of Directors does not believe that
such a claim is reasonably likely to result in a material decrease in the
Company's liquidity in the foreseeable future.

During fiscal 2004, an Italian subsidiary of the Company began employment
termination proceedings against an executive. Subsequently, the executive
instituted legal proceedings in the labor court in Italy against the executive's
former employer asserting certain monetary claims based on change in control
provisions in a letter dated January 10, 2003 to the executive. The court issued
a "pay or justify" order directing the Company's subsidiary to pay damages of
about euro 306 plus interest and costs. The subsidiary has challenged this order
in the Italian labor court. Subsequently, the executive served a writ of summons
on the Company as a third party claim against the Company in the litigation
pending with the subsidiary in March 2005. In addition, the executive has
brought an action in the Italian labor court for unlawful dismissal under the
Italian labor laws against the Company's subsidiary. The subsidiary entered an
appearance and filed a counterclaim. In addition, the executive has brought an
action in the Italian Corporate courts challenging the subsidiary's removal of
the executive as managing director. The executive has not specified any damages
in this action and it is in the preliminary stage. Although, the Company
believed that the executive's change in control provision had not been triggered
and that such executive's termination was justified, based on the court's "pay
or justify" order to pay euro 306, the Company recorded a charge in fiscal year
2004 of approximately $360, in connection with this matter. On March 30,2006 the
Company reached a full settlement and release against all claims in return for a
payment to the executive of Euro 245, or approximately $295.

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on current
expectations and the current economic environment. We caution that these
statements are not guarantees of future performance. They involve a number of
risks and uncertainties that are difficult to predict including, but not limited
to, our ability to implement our business plan, retention of management,
changing industry and competitive conditions, obtaining anticipated operating
efficiencies, securing necessary capital facilities and favorable determinations
in various legal and regulatory matters. Actual results could differ materially
from those expressed or implied in the forward-looking statements. Important
assumptions and other important factors that could cause actual results to
differ materially from those in the forward-looking statements are specified in
the Company's filings with the Securities and Exchange Commission including our
Form 10-K for the fiscal year ended July 30, 2005 and Current Reports on Form
8-K.

OVERVIEW

The Company is primarily engaged in the design, manufacture and marketing of
cost-effective medical imaging and diagnostic systems consisting of stationary
and portable x-ray systems, radiographic/fluoroscopic systems, dental imaging
systems and proprietary high-voltage power conversion subsystems for medical and
other critical industrial applications. The Company also manufactures electronic
filters, high voltage capacitors, pulse modulators, transformers and reactors,
and a variety of other products designed for industrial, medical, military and
other commercial applications. We manage our business in two operating segments:
our Medical Systems Group and our Power Conversion Group. In addition, we have a
third reporting segment, Other, comprised of certain unallocated corporate
General and Administrative expenses. See "Segment Information" in Part I, Item 1
of this Quarterly Report on Form 10-Q for the fiscal quarter ended April 29,
2006(this "Quarterly Report") for discussions of the Company's segments.

As of July 31, 2004, the Company's Board had committed to a plan to dispose of
the Del High Voltage Division ("DHV") and on October 1, 2004, we sold this
division for a purchase price of approximately $3.1 million, plus the assumption
of approximately $0.8 million of liabilities. Accordingly, the results of
operations have been restated to show this division as a discontinued operation.

CRITICAL ACCOUNTING POLICIES

Complete descriptions of significant accounting policies are outlined in Note 1
of the Notes to Consolidated Financial Statements included in our Annual Report
on Form 10-K for the fiscal year ended July 30, 2005. Within these policies, we
have identified the accounting for deferred tax assets and the allowance for
obsolete and excess inventory as being critical accounting policies due to the
significant amount of estimates involved. In addition, for interim periods, we
have identified the valuation of finished goods inventory as being critical due
to the amount of estimates involved.

REVENUE RECOGNITION

The Company recognizes revenue upon shipment, provided there is persuasive
evidence of an arrangement, there are no uncertainties concerning acceptance,
the sale price is fixed, collection of the receivable is probable and only
perfunctory obligations related to the arrangement need to be completed. The
Company maintains a sales return allowance, based upon historical patterns, to
cover estimated normal course of business returns, including defective or out of
specification product. The Company's products are covered primarily by one year
warranty plans and in some cases optional extended warranties for up to five
years are offered. The Company establishes allowances for warranties on an
aggregate basis for specifically identified, as well as anticipated, warranty
claims based on contractual terms, product conditions and actual warranty
experience by product line. The Company recognizes service revenue when repairs
or out of warranty repairs are completed. The Company has an FDA obligation to
continue to provide repair service for certain medical systems for up to seven
years past the warranty period. These repairs are billed to the customers at
market rates.

DEFERRED INCOME TAXES

We account for deferred income taxes in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," whereby we
recognize an asset related to our net operating loss carry forwards and other
temporary differences between financial reporting basis and income tax basis.
The valuation of our deferred tax assets and the recognition of tax benefits in
each period assumes future taxable income and profitability. We periodically
evaluate the likelihood of the recoverability of our deferred tax asset
recognized, based upon our actual operating results and expectations of future
operating profits.

During fiscal year 2004, as part of our customary six month planning and review
cycle, management updated each domestic business unit's forecast and operating
results, and concluded that it was prudent to record additional valuation
allowances, increasing the total valuation allowance to 100% of both long and
short-term US domestic deferred tax assets. The valuation allowance recorded is
the estimate of the amount of deferred tax assets that are more likely than not
to be unrealized by the Company.

During fiscal 2005 the Company recorded taxable income on a consolidated basis
and its individual domestic business units were profitable. However, after
factoring in approximately $4.6 million in unallocated costs of the other
reporting segment, which are considered domestic costs for income tax purposes,
the Company experienced a domestic taxable loss during fiscal 2005. The Company
also experienced a domestic net loss for the first six months of fiscal 2006.
Accordingly the Company has concluded that it should continue to carry a 100%
valuation allowance against domestic deferred tax assets and has not recorded
any income tax benefit for this domestic taxable loss during the first six
months of fiscal 2006 or during fiscal year 2005.

We recorded a tax provision with respect to the income of Villa in all periods
presented and anticipate it is more likely than not the remaining deferred tax
asset, which relates to our Villa subsidiary, will be utilized against future
timing differences at our Villa subsidiary. We concluded that given our history
of receiving dividends from Villa we could no longer assume the income of Villa
would be permanently reinvested. As required by FAS 109, we recorded a deferred

tax liability related to the undistributed earnings of Villa. However, we can
make no assurances that our Villa subsidiary will generate profits in the future
or that future dividends will be received.

OBSOLETE AND EXCESS INVENTORY

We re-evaluate our allowance for obsolete inventory once a quarter, and this
allowance comprises the most significant portion of our inventory reserves. The
re-evaluation of reserves is based on a written policy, which requires at a
minimum that reserves be established based on our analysis of historical actual
usage on a part-by-part basis. In addition, if management learns of specific
obsolescence in addition to this minimum formula, these additional reserves will
be recognized as well. Specific obsolescence might arise due to a technological
or market change, or based on cancellation of an order. As we typically do not
purchase inventory substantially in advance of production requirements, we do
not expect cancellation of an order to be a material risk. However, market or
technology changes can occur.

VALUATION OF FINISHED GOODS INVENTORIES

In addition, we use certain estimates in determining interim operating results.
The most significant estimates in interim reporting relate to the valuation of
finished goods inventories. For certain subsidiaries, for interim periods, we
estimate the amount of labor and overhead costs related to finished goods
inventories. As of April 29, 2006, finished goods represented approximately
16.0% of the gross carrying value of our total gross inventory. We believe the
estimation methodologies used to be appropriate and are consistently applied.

CONSOLIDATED RESULTS OF OPERATIONS

Consolidated net sales of $20.8 million for the third quarter of fiscal 2006
increased by $1.9 million or 10.1% from the fiscal 2005 third quarter net sales
of $18.9 million, with decreases at the Power Conversion Group offset by
increases at the Medical Systems Group. The Medical Systems Group's third
quarter fiscal 2006 sales of $17.6 million increased by $2.3 million or 14.7%
from the prior year's third quarter. Domestic sales were below prior year
primarily due to the acquisition of our largest dealer by another dealer we do
business with. The resultant consolidation and organizational changes at these
dealers has resulted in lower Del System sales to the combined entity versus
sales to each party in the prior year. Our international operation contributed
to higher sales reflecting improved shipments among several product lines. The
Power Conversion Group's third quarter fiscal 2006 sales of $3.2 million
decreased by $0.3 million or 9.8% from last year's levels reflecting decreased
demands from an OEM customer.

Consolidated net sales of $59.0 million for the first nine months of fiscal 2006
decreased by $5.2 million or 8.1% from fiscal 2005 net sales of $64.3 million,
with decreases at both the Power Conversion Group and Medical Systems Group. The
Medical Systems Group's sales for the first nine months of fiscal 2006 of $49.4
million decreased $4.2 million or 7.9% from the prior year's first nine months,
with decreases primarily at international locations, as well as its domestic
locations. Internationally, Sales for the prior fiscal period included shipments
of $8.8 million under an international Romanian tender order. The Power
Conversion Group's sales for the first nine months of fiscal 2006 of $9.6
million decreased by $1.0 million or 9.4% from the prior years' first nine month
levels reflecting catch-up's of late orders from Fiscal 2004 during the first
nine months of fiscal 2005.

Consolidated backlog at April 29, 2006 was $24.6 million versus backlog at July
30, 2005 of approximately $14.6 million. The backlog in the Power Conversion
Group increased $.4 million from levels at beginning of the fiscal year while
there was a $9.6 million increase in the backlog at our Medical Systems Segment
reflecting increases of $0.7 million at our domestic location and $9.0 million
at our international location due to increased bookings during the fiscal 2006
period. Substantially all of the backlog should result in shipments within the
next 12 months.

Overall, gross margins as a percent of sales were 21.6% for the third quarter of
fiscal 2006, compared to 25.4% in the third quarter of fiscal 2005. The Power
Conversion Group's gross margins for the third quarter of fiscal 2006 of 36.6%,
were below margins of 38.7% in the prior year reflecting decreased shipments in
the current quarter. For the Medical Systems Group, third quarter gross margins
of 19.0% decreased from the 22.4% level in the prior year third quarter due to
unfavorable product mix at both locations.

Gross margins as a percent of sales were 22.8% for the first nine months of
fiscal 2006, compared to 25.4% in the first nine months of fiscal 2005. The
Power Conversion group margins benefited from improvements in procurement,
decreased material costs as a percent of sales and lower waste levels, which
contributed to a gross margin of 33.3% for the first nine months of fiscal 2006
as compared to 33.1% for the first nine months of fiscal 2005. For the Medical
Systems Group, first nine months gross margins of 20.7% were lower than gross
margins of 23.9% in the prior year's first nine months due to volume reduction
and internationally due both to the effect of volume and to higher material
expense, due to volume advantages in fiscal 2005 on the Romanian order, and to
higher material expense due to mix and to increased raw material prices.

Selling, General and Administrative expenses ("SG&A") for the third quarter of
fiscal 2006 were $3.3 million (15.8% of sales) compared to $4.9 million (25.8%
of sales) in the prior year's third quarter. The decrease in SG&A in the third
quarter of fiscal 2006 reflects reduced corporate legal and accounting costs
compared to higher fiscal 2005 costs incurred during a strategic alternatives
review, and reduced selling costs in the Power Conversion Group.

SG&A expenses for the first nine months of fiscal 2006 were $10.1 million (17.1%
of sales) compared to $12.5 million (19.5% of sales) in the prior year's first
nine months. The decrease in SG&A in the third quarter of fiscal 2006 reflects
reduced corporate legal and accounting costs and reduced selling costs in both
the Power Conversion Group and the Medical Systems Group, due to higher costs in
fiscal 2005 related to a review of strategic alternatives.

Litigation settlement costs of $0.4 million recorded during the first nine
months of fiscal 2006 include the accrual of $0.5 million based on a November
2005 settlement of litigation filed during fiscal 2005 by the potential buyers
of the Company's Medical Systems Group, offset by a reversal of $0.1 million
accrual related to previously settled litigation. The Company previously
disclosed this litigation but had not recorded any affiliated expense during
fiscal 2005, as it had no basis at that time upon which to estimate either the
outcome or amount of loss. The second quarter of fiscal 2005 included $0.3
million related to the settlement of the previously disclosed Department of
Defense investigation of our RFI subsidiary.

As a result of the foregoing, we recognized third quarter fiscal 2006 operating
income of $0.8 million compared to operating loss of $0.5 million in the third
quarter of fiscal 2005. The Medical Systems Group posted a third quarter fiscal

2006 operating profit of $0.5 million and the Power Conversion Group had
operating profit of $0.7 million, offset by unallocated corporate costs of $0.4
million.

For the first nine months of fiscal 2006, we recognized operating income of $1.7
million compared to an operating income of $2.2 million in the first nine months
of fiscal 2005. The Medical Systems Group had an operating profit of $2.1
million for the first nine months of fiscal 2006 and the Power Conversion Group
achieved an operating profit of $1.6 million, partly offset by unallocated
corporate costs of $2.0 million.

Interest expense for the third quarter of fiscal 2006 was higher than the prior
year's third quarter due to increased borrowings and higher interest rates.
Interest expense for the first nine months of fiscal 2006 was slightly lower
than the prior year for the same period as increased borrowings and higher
interest rates were offset by decreases due to fees incurred in the prior year
in conjunction with modifications to the Company's domestic revolving credit
facility in the first quarter of fiscal 2005. In addition, the Company's new
credit facility entered into on August 1, 2005, eliminated an unfavorable floor
borrowing interest calculation and certain monthly fees that were in effect
under the previous lending facility.

The Company has not provided for a U.S. domestic income tax benefit in the third
quarter or first nine months of fiscal 2006. With the exception of tax
provisions and adjustments recorded at Villa, our Italian subsidiary, we
recorded no adjustments to our current or net deferred tax accounts during the
third quarter and first nine months of fiscal 2006 or fiscal 2005.

As discussed above, Discontinued Operations are related to our DHV division,
which was sold on October 1, 2004. The Discontinued operating results for the
first quarter of fiscal 2005 reflect income from operations of $0.2 million from
the DHV division.

Reflecting the above, we recorded net loss of $0.1 million or $0.01 per share
basic and diluted in the third quarter of fiscal 2006, as compared to a net loss
of $1.0 million, or $0.10 per share basic and diluted, during the third quarter
of fiscal 2005. We recorded a net loss of $0.6 million or $0.06 per share (basic
and diluted) in the first nine months of fiscal 2006, as compared to net loss of
$0.4 million, or $0.04 per share basic and diluted during the first nine months
of fiscal 2005.

FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES

We fund our investing and working capital needs through a combination of cash
flow from operations and short-term credit facilities.

Working Capital -- At April 29, 2006 and July 30, 2005, our working capital was
approximately $8.2 million and $10.1 million, respectively. At such dates, we
had approximately $0.2 million and $1.5 million, respectively, in cash and cash
equivalents, the majority of which is at our Villa subsidiary in Italy. As of
April 29, 2006 and July 30 2005, we had approximately $0.5 million of excess
borrowing availability under our domestic revolving credit facility.

In addition, as of April 29, 2006 and July 30, 2005, our Villa subsidiary had an
aggregate of approximately $5.6 and $7.5 million, respectively, of excess
borrowing availability under its various short-term credit facilities. Terms of

the Italian credit facilities do not permit the use of borrowing availability to
directly finance operating activities at our US subsidiaries.

Cash Flows from Operating Activities - For the nine month period ended April 29,
2006, the Company provided approximately $1.3 million of cash from operations,
compared to a use of $7.1 million in prior fiscal year period. Contributing to
cash usage in fiscal 2005 was the payment of a $5.0 million fine related to
previously disclosed settlement with the Department of Defense. In fiscal 2005,
we received $3.5 million on the disposal and operations of our Del High Voltage
subsidiary, which was sold October 1, 2005, and is reflected in discontinued
operations.

Cash Flows from Investing Activities -- We have made $0.5 million in facility
improvements and capital equipment expenditures for the nine months ended April
29, 2006 compared to $0.4 million for the comparable prior fiscal year period.
In addition we purchased the remaining 20% of our Villa subsidiary for a
combination of $2.6 million cash and the issuance of restricted Company common
stock which is treated as a non cash transaction in the Statement of Cash Flows.

Cash Flows from Financing Activities -- During the nine month period ended April
29, 2006, we repaid a total of approximately $.7 million of indebtedness on our
domestic and Italian borrowings, as compared to borrowings of $0.2 million in
the prior year period. We also borrowed $2.0 million in a domestic term loan as
part of our North Fork Facility (see "Credit Facility and Borrowing" below).
During the first quarter of fiscal 2005, our Villa subsidiary paid a dividend of
approximately $2.5 million, of which $0.5 million was paid to Villa's minority
shareholders. The remaining $2.0 million, net of withholding taxes, was an
intercompany transaction with the Parent Company and therefore eliminated in the
accompanying consolidated financial statements. In addition, we received $0.2
million and $0.3 million from the exercise of stock options and warrants during
the nine months ended April 29, 2006 and April 30, 2005, respectively.

The following table summarizes our contractual obligations, including debt and
operating leases at July 30, 2005 (in thousands):

Within 2-3 4-5 After 5
Obligations Total (1) 1 Year Years Years Years
- -------------------------------------------------------------- ----------- --------- --------- --------- ---------
Long-Term Debt Obligations.................................... $ 2,172 $ 573 $ 862 $ 588 $ 149
Capital Lease Obligations..................................... 2,963 210 673 770 1,310
Subordinated Note............................................. 2,158 -- 2,158 -- --

Interest on long term obligations and note 1,239 601 432 154 52
Operating Lease Obligations................................... 776 454 322 -- --
-------- --------- --------- --------- ---------
Total Contractual Cash Obligations............................ $ 9,308 $ 1,838 $ 4,447 $ 1,512 $ 1,511
======== ========= ========= ========= =========

(1) In addition, as of July 30, 2005, we had approximately $4.0 million in
revolving credit debt in the US and $0.3 million in Italy. The Italian
credit facilities are generally renewed on a yearly basis. The Company
refinanced the GECC Facility with a combination of a $6 million
formula based revolving credit facility and a $2 million term loan
entered into with North Fork Bank, as described more fully below.

Credit Facility and Borrowing -- On August 1, 2005, the Company entered into a
three-year revolving credit and term loan facility with North Fork Business
Capital (the "North Fork Facility") and repaid the GECC Facility. The North Fork

Facility provides for a $6 million formula based revolving credit facility based
on the Company's eligible accounts receivable and inventory as defined in the
credit agreement. In addition, the Company borrowed $2 million under a term loan
facility secured by the Company's Bay Shore, New York building. Interest on the
revolving credit borrowings is payable at prime plus 0.5% or alternatively, at a
LIBOR rate plus 2.5%. The $2.0 million term loan is repayable in monthly
installments of $16.6 thousand with a balloon payment of the remaining balance
due at the maturity in three years. Interest on the term loan is payable monthly
at prime plus 0.75% or a LIBOR rate plus 2.75%. As of April 29, 2006, the
Company had $0.8 million of availability under the North Fork Facility, of which
North Fork has reserved $1 million against possible litigation settlements as
described more fully in Part II "Legal Proceedings" of this Quarterly Report.
The North Fork Facility is secured by substantially all of the Company's
accounts receivable, inventory and fixed assets in the US.

In anticipation of the maturity of a subordinated note in March 2007, the Credit
agreement provides for a sinking fund or a monthly reserve against borrowing
availability commencing in March 2006 in the amount of $0.1 million per month,
increasing to $0.4 million per month beginning in September 2006. The Company
expects to receive a dividend from its Villa subsidiary in September 2006 of
approximately $1.5 million to be used to pay down amounts outstanding under the
North Fork facility, in order to maintain sufficient borrowing availability in
its US operations to finance its working capital needs although no assurance can
be made that such dividend will be received by the Company of at least $1.5
million, or at all. In the event funds generated from US or Villa operations are
not anticipated to be sufficient to both fund US operations and create a reserve
to repay the estimated $2.7 million principal and accrued interest due upon the
maturity of the subordinate note, the Company will seek to refinance the
subordinated debt.

As of the end of the first quarter of fiscal 2006, the Company was non-compliant
with the following covenants: the Adjusted US Earnings, Adjusted Earnings,
Senior US Debt Ratio and Fixed Charge Coverage Ratio covenants under the North
Fork Facility, due to the operating loss the Company experienced for the first
quarter of fiscal 2006. On December 12, 2005, the Company and Northfork Business
Capital signed an amendment to the facility that waived the non-compliance with
these covenants for the first quarter of fiscal 2006 and adjusted the covenant
levels going forward through the maturity of the credit facility.

As of the end of the second quarter of fiscal 2006, the Company was
non-compliant with the following covenants: the Adjusted US Earnings, Senior US
Debt Ratio, Fixed Charge Coverage Ratio and minimum Tangible Net Worth covenants
under the North Fork Facility, due to the operating loss the Company experienced
for the second quarter of fiscal 2006. In March 2006, the Company signed a
waiver to the facility that waived non-compliance with these financial covenants
for the second quarter of fiscal 2006 and waived the non-compliance of a
covenant due to a delay in granting the bank a security interest in two-thirds
of the shares of Villa required upon consummation of the purchase of the
remaining 20% of Villa by the Company.

As of the end of the third quarter of fiscal 2006, the Company was non-compliant
with the following covenants: the Adjusted Earnings, Adjusted US Earnings,
Senior US Debt Ratio, Fixed Charge Coverage Ratio and Minimum Tangible Net Worth
and Capital Expenditure covenants under the North Fork Facility, due to less
than anticipated results Company experienced for the third quarter of fiscal
2006. In June 2006, the Company received a waiver to the facility that waived

non-compliance with these financial covenants for the third quarter of fiscal
2006. The Company is in discussion with North Fork to address the covenant
levels going forward. No assurance can be given that the Company will be able to
successfully negotiate an amendment to the Northfork Facility on terms
acceptable to the Company or at all.

Our Villa subsidiary is a party to various short-term credit facilities with
interest rates ranging from 6% to 14%. These facilities generally renew on a
yearly basis and include overdraft, receivables and import export financing
facilities. In addition, Villa is a party to various medium-term commercial and
Italian Government long-term loans. Medium term facilities have interest rates
ranging from 3 to 6%, with principal payable semi-annually through maturity in
March 2007, and interest payable quarterly. The Government long-term facilities
have an interest rate of 3.4% with principal payable annually through September
2010. Villa's manufacturing facility is subject to a capital lease obligation,
which matures in 2011 with an option to purchase. Villa is in compliance with
all related financial covenants under these short and long-term financings.

During fiscal 2005, the Company applied to the Pension Benefit Guaranty Corp.
and to the IRS for a determination letter and approval to terminate its frozen
defined benefit pension plan. In the fourth quarter of fiscal 2005, the Company
recognized a related non-cash charge of approximately $0.5 million to write off
the pension assets on its balance sheet in recognition of the formal decision to
terminate the plan. In preparation for the plan termination, during fiscal 2005
the Company fully funded the expected cash disbursement of $0.2 million dollars.
The Company received the IRS determination letter approving the final settlement
during the second quarter of fiscal 2006 and fully paid out all of the plan
participants in March 2006.

The Company had an employment agreement with Samuel Park, the previous Chief
Executive Officer ("CEO"), for the period May 1, 2001 to April 30, 2004. The
employment agreement provided for certain payments in the event of a change in
control of the Company. On October 10, 2003, the Company announced the
appointment of Walter F. Schneider as President and CEO to replace Mr. Park,
effective as of such date. As a result, the Company recorded a charge of $0.2
million during the first quarter of fiscal 2004 to accrue the balance remaining
under Mr. Park's employment agreement. The Company's Board of Directors, elected
at the Company's Annual Meeting of Shareholders held on May 29, 2003, had
reviewed the "change in control" provisions regarding payments totaling up to
approximately $1.8 million under the employment agreement between the Company
and its former Chief Executive Officer, Samuel Park. As a result of this review
and based upon, among other things, the advice of special counsel, the Company's
Board of Directors has determined that no obligation to pay these amounts has
been triggered. Prior to his departure from the Company on October 10, 2003, Mr.
Park orally informed the Company that, after reviewing the matter with his
counsel, he believed that the obligation to pay these amounts has been
triggered. On October 27, 2003, the Company received a letter from Mr. Park's
counsel demanding payment of certain sums and other consideration pursuant to
the Company's employment agreement with Mr. Park, including these change in
control payments. On November 17, 2003, the Company filed a complaint against
Mr. Park seeking a declaratory judgment that no change in control payment was or
is due to Mr. Park and that an amendment to the employment contract with Mr.
Park regarding advancement and reimbursement of legal fees is invalid and
unenforceable. Mr. Park answered the complaint and asserted counterclaims

seeking payment from the Company based on his position that a "change in
control" occurred in June 2003. Mr. Park is also seeking other consideration he
believes he is owed under his employment agreement. The Company filed a reply to
Mr. Park's counterclaims denying that he is entitled to any of these payments.
Discovery in this matter was conducted and completed. Following discovery, the
Company and Mr. Park filed motions for summary judgment on the issues related to
the change in control and amendment to the employment agreement, which motions
have been fully submitted to the court for consideration. To date, no decision
has been issued by the court on these motions. If Mr. Park prevails on his
claims and the payments he seeks are required to be paid in a lump sum, these
payments may have a material adverse effect on the Company's liquidity. It is
not possible to predict the outcome of these claims; however, the Company's
Board of Directors does not believe that such claims are reasonably likely to
result in a material decrease in the Company's liquidity in the foreseeable
future.

On October 1, 2004, the Company completed the sale of its DHV division for $3.1
million plus the assumption of $0.8 million of liabilities as described more
fully in the Notes to the Consolidated Financial Statements included in Part I,
Item I of this Quarterly Report.

On March 21, 2005, the Company was notified by Palladio Corporate Finance S.p.A.
and Palladio Finaziaria S.p.A. (collectively "Palladio"), the party with whom it
signed a non-binding letter of intent for the sale of its Medical Systems Group,
that Palladio was terminating negotiations under the letter of intent. The
letter of intent provided for a $1.0 million payment payable in the event that
no later than March 4, 2005, the buyer was ready, willing and able to enter into
a definitive purchase agreement based on the terms of the letter of intent and
containing reasonable and customary representations, warranties, terms and
conditions relating to the transaction, and the Company elected not to enter
into such purchase agreement. Palladio filed a lawsuit against the Company and
its Del Medical Imaging Corp. subsidiary on April 15, 2005, in the United States
District Court, Southern District of New York. The lawsuit sought payment of the
$1.0 million, plus interest, as well as reasonable attorney's fees. The Company
filed an Answer to this lawsuit on June 8, 2005, contesting Palladio's claim to
these damages, and thereafter served discovery requests. At a court conference
held on September 28, 2005, the parties agreed to submit to non-binding
mediation in an attempt to settle this dispute. A mediation conference was
scheduled for November 21, 2005. At this mediation, the Company settled this
dispute with Palladio for payments totaling $0.5 million over the following 18
months. The Company recorded a related expense of $0.5 million in the first
quarter 2006 operating expenses. As of April 29, 2006 the Company has made
scheduled payments of $0.2 million under this agreement and has a remaining
liability of $0.3 million.

The Company has or had no investments in unconsolidated variable interest
entities or other off balance sheet arrangements during any of the periods
presented in this Quarterly Report on Form 10-Q.

We anticipate that cash generated from operations and amounts available from
credit facilities, or anticipated future borrowings to refinance the maturity of
the subordinated promissory notes, will be sufficient to satisfy currently
projected operating cash needs for at least the next twelve months, and for the
foreseeable future.

Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not ordinarily hold market risk sensitive instruments for trading
purposes. We do, however, recognize market risk from interest rate and foreign
currency exchange exposure. There have been no changes in financial market risk
as originally discussed in the Company's Annual Report on Form 10-K for the
fiscal year ended July 30, 2005.

Item 4 CONTROLS AND PROCEDURES

The Company, under the supervision and with the participation of the Company's
management, including Walter F. Schneider, Chief Executive Officer and Mark
Koch, Principal Accounting Officer, has evaluated the effectiveness of the
design and operation of the Company's "disclosure controls and procedures", as
such term is defined in Rules 13a-15e and 15d-15e promulgated under the
Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this Quarterly Report. Based upon that evaluation, the Chief Executive
Officer and Principal Accounting Officer have concluded that the Company's
disclosure controls and procedures were effective as of the end of the period
covered by this Quarterly Report to provide reasonable assurance that
information required to be disclosed by the Company in reports that it files or
submits under the Securities Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms.

In the ordinary course of business, the Company routinely enhances its
information systems by either upgrading its current systems or implementing new
systems. There were no changes in the Company's internal controls or in other
factors that could significantly affect these controls, during the Company's
third fiscal quarter of 2006 ended April 29, 2006, that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute assurance that the objectives of the control system are
met. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

litigation pending with the subsidiary in March 2005. In addition, the executive
has brought an action in the Italian labor court for unlawful dismissal under
the Italian labor laws against the Company's subsidiary. The subsidiary entered
an appearance and filed a counterclaim. In addition, the executive has brought
an action in the Italian Corporate courts challenging the subsidiary's removal
of the executive as managing director. The executive has not specified any
damages in this action and it is in the preliminary stage. Athough, the Company
believed that the executive's change in control provision had not been triggered
and that such executive's termination was justified, based on the court's "pay
or justify" order to pay euro 0.3 million, the Company recorded a charge in
fiscal year 2004 of approximately $0.4 million, in connection with this matter.
On March 30, 2006 the Company reached a full settlement and release against all
claims in return for a payment to the executive of Euro 0.2 million, or
approximately $0.3 million.

OTHER LEGAL MATTERS - The Company is a defendant in several other legal actions
in various US and foreign jurisdictions arising from the normal course of
business. Management believes the Company has meritorious defenses to such
actions and that the outcomes will not be material to the Company's consolidated
financial statements.

ITEM 6. EXHIBITS

Exhibits

10.53* Waiver to Loan and Security Agreement dated as of June 13, 2006
among Del Global Technologies Corp, RFI Corporation and Del
Medical Imaging Corp. (Borrowers) and North Fork Business
Capital Corporation.

31.1* Certification of Chief Executive Officer, Walter F. Schneider,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Accounting Officer, Mark Koch,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of the Chief Executive Officer, Walter F.
Schneider, pursuant to 18 U.S.C. Section 1350 adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of the Principal Accounting Officer, Mark Koch,
pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

DEL GLOBAL TECHNOLOGIES CORP.

/s/ Walter F. Schneider
-----------------------------------
Walter F. Schneider
Chief Executive Officer
and President

/s/ Mark Koch
-----------------------------------
Mark Koch
Principal Accounting Officer
and Treasurer

Dated: June 19, 2006

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	6th grade Good

DGT (DGTC) Inactive 10-Q2006 Q3 Quarterly report

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