DGT 10Q 2007 Q2 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 January 27, 2007
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.)

11550 West King Street, Franklin Park, IL 60131
(Address of principal executive offices) (Zip Code)

(Registrant's telephone number including area code)
847-288-7000
------------

(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-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 Registrant's common stock outstanding as of February 5,
2007 was 12,027,378.

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 and 3
six months ended January 27,2007 and January 28, 2006

Consolidated Balance Sheets as of January 27, 2007 and 4-5
July 28, 2006

Consolidated Statements of Cash Flows for the six months 6-7
ended January 27,2007 and January 28, 2006

Notes to Consolidated Financial Statements 8-18

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 19-28

Item 3. Quantitative and Qualitative Disclosures about Market
Risk 28

Item 4. Controls and Procedures 28

Part II. Other Information:

Item 1. Legal Proceedings 29-30

Item 1A. Risk Factors 30-31

Item 4. Submission of Matters to a Vote of Security Holders 31

Item 6. Exhibits 31

Signatures 32

Certifications 33-38

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 Six Months Ended
Jan. 27, Jan. 28, Jan. 27, Jan. 28,
2007 2006 2007 2006
------------------- --------------------
NET SALES $ 26,771 $ 21,994 $ 46,057 $ 38,233
COST OF SALES 20,022 16,780 35,311 29,284
-------- -------- -------- --------
GROSS MARGIN 6,749 5,214 10,746 8,949
-------- -------- -------- --------

Selling, general and administrative 3,649 3,773 6,990 6,772
Research and development 551 429 968 782
Litigation settlement costs -- -- -- 500
-------- -------- -------- --------
Total operating expenses 4,200 4,202 7,958 8,054
-------- -------- -------- --------
OPERATING INCOME 2,549 1,012 2,788 895

Interest expense 361 384 688 594
Other expense 37 53 28 40
-------- -------- -------- --------
NET INCOME BEFORE INCOME TAX
PROVISION AND MINORITY INTEREST 2,151 575 2,072 261
INCOME TAX PROVISION 1,069 524 1,477 696
-------- -------- -------- --------
NET INCOME (LOSS) BEFORE MINORITY
INTEREST 1,082 51 595 (435)
MINORITY INTEREST EXPENSE -- 111 -- 108
-------- -------- -------- --------
NET INCOME (LOSS) $ 1,082 $ (60) $ 595 $ (543)
======== ======== ======== ========
INCOME (LOSS) PER COMMON SHARE(BASIC AND DILUTED)

Net income (loss) per basic and
diluted share $ 0.09 $ (0.01) $ 0.05 $ (0.05)
======== ======== ======== ========
Weighted average number of common
shares outstanding (in thousands):
Basic 11,661 11,077 11,653 10,854
======== ======== ======== ========
Diluted 11,981 11,077 11,927 10,854
======== ======== ======== ========

See notes to consolidated financial statements.

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

ASSETS

January 27, July 29,
2007 2006
----------- ----------
CURRENT ASSETS
Cash and cash equivalents $ 3,853 $ 333

Trade receivables (net of allowance
for doubtful accounts of $1,228 and
$1,095 at January 27, 2007 and July 29,
2006, respectively) 18,809 17,382

Inventories 18,670 16,436
Prepaid expenses and other current
assets 760 808
------- -------
Total current assets 42,092 34,959

Fixed assets - net 6,425 6,366
Deferred income tax asset-non current 1,042 1,159
Goodwill 6,437 6,437
Other assets 183 232
------- -------
Total non-current assets 14,087 14,194
------- -------
Total Assets $56,179 $49,153
======= =======

See notes to consolidated financial statements.

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

LIABILITIES AND SHAREHOLDERS' EQUITY

January 27, July 29,
2007 2006
------------ ----------
CURRENT LIABILITIES
Short-term credit facilities $ 2,227 $ 5,959
Current portion of long-term bank debt 1,221 1,142
Current portion of long-term subordinated debt 2,555 2,415
Accounts payable - trade 16,774 11,037
Accrued expenses 8,300 7,244
Litigation settlement reserves 100 200
Income taxes payable 646 27
-------- --------
Total current liabilities 31,823 28,024
-------- --------
NON-CURRENT LIABILITIES
Long-term debt, less current portion 7,308 5,133
Deferred income taxes 302 302
Other long-term liabilities 3,174 2,880
-------- --------
Total non-current liabilities 10,784 8,315
-------- --------
Total liabilities 42,607 36,339
-------- --------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, $.10 par value; authorized
50,000,000 and 20,000,000 shares at
January 27, 2007 and July 29, 2006,
respectively; issued - 12,283,294 and
12,258,294 at January 27,2007 and
July 29, 2006, respectively 1,228 1,226
Additional paid-in capital 67,799 67,679
Accumulated other comprehensive income 1,601 1,610
Accumulated deficit (51,510) (52,155)
Less common stock in treasury - 622,770
shares (5,546) (5,546)
-------- --------
Total shareholders' equity 13,572 12,814
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 56,179 $ 49,153
======== ========

See notes to consolidated financial statements

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

Six Months Ended
January 27, 2007 January 28, 2006
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 595 $ (543)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 458 405
Imputed interest - Subordinated note 140 127
Minority interest expense -- 108
Stock-based compensation expense 97 127
Deferred income tax provision 167 68
Loss on sale of fixed assets 50 128
Non-cash litigation settlement costs -- 500
Payment of litigation settlement costs (100) (251)
Changes in operating assets and liabilities
Trade receivables (815) (1,719)
Inventories (1,673) (1,507)
Prepaid expenses and other current assets 70 (105)
Other assets 51 (88)
Accounts payable - trade 5,227 3,686
Accrued expenses 526 699
Income taxes payable 621 (433)
Other long-term liabilities 160 217
------- -------
Net cash provided by operating activities 5,574 1,419
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed asset purchases (361) (379)
Acquisition of minority interest -- (2,612)
------- -------
Net cash used in investing activities (361) (2,991)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayment)/borrowing under short-term credit
facilities (3,807) 125
Borrowings of long-term debt 3,057 2,000
Repayment of long-term debt (1,064) (449)
Proceeds from warrant exercise -- 2
Proceeds from stock option exercise 25 205
------- -------
Net cash (used in)/provided by financing activities (1,789) 1,883
------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 96 (27)
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS 3,520 284
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD 333 1,466
------- -------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 3,853 $ 1,750
======= =======

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

Six Months Ended
January 27, 2007 January 28, 2006
---------------- ---------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for
Interest $ 548 $ 467
Taxes 841 1,131

Non-Cash Transactions:

Financing Activities:
Acquisition of minority interest $ -- $(2,950)

Investing Activities:
Stock issued for 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 per share data)
(Unaudited)

BASIS OF PRESENTATION
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 of America 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. The July 29, 2006 balance sheet was derived
from the annual audited financial statements. 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 Del Global Technologies Corp. and Subsidiaries' (the "Company") annual report
on Form 10-K filed with the Securities and Exchange Commission for the year
ended July 29, 2006. Certain prior year's amounts have been reclassified to
conform to the current period presentation.

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 wholly owned subsidiary,
Villa Sistemi Medicali S.p.A. ("Villa"), are consolidated into the Company's
consolidated financial statements based on a fiscal year that ends on June 30
and are reported on a one-month lag.

REVENUE RECOGNITION
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 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 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 a Food and Drug Administration 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.

NEW ACCOUNTING PRONOUNCEMENTS
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. This Statement was effective for accounting changes made in fiscal
years beginning after December 15, 2005. The adoption of SFAS No. 154 had no
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 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 is not expected to have any 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 is not expected to have any impact on our results of operations or our
financial position.

In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"), "Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109,
"Accounting for Income Taxes" ("SFAS 109")", to clarify the accounting for
uncertainty in income taxes recognized in an enterprise's financial statements
in accordance with SFAS 109. This Interpretation 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.
FIN48 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. The
provisions of FIN 48 are effective for fiscal years beginning after December 15,
2006. The Company has not evaluated the impact of FIN 48 on its financial
statements at this time.

In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Current Year Misstatements." SAB No. 108 requires
analysis of misstatements using both an income statement (rollover) approach and
a balance sheet (iron curtain) approach in assessing materiality and allows for
a one-time cumulative effect transition adjustment. SAB No. 108 is effective for
our fiscal year 2007 annual financial statements and we expect to record any
adjustment, if necessary, as a cumulative effect adjustment to retained
earnings. The adoption of SAB No. 108 is not expected to have any impact on our
results of operations or our financial position.

In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS, which
defines fair value, establishes a framework for measuring fair value in

generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective for the Company beginning July 1, 2008. The Company has
not evaluated the impact that the adoption of SFAS No. 157 will have on its
financial statements at this time.

INVENTORIES
Inventories are 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, the Company estimates the amount of labor and overhead costs related to
finished goods inventories. As of January 27, 2007, finished goods represented
approximately 17.5% of the gross carrying value of our total gross inventory.
The Company believes the estimation methodologies used to be appropriate and are
consistently applied.

January 27, 2007 July 29, 2006
----------------- ------------------
Raw materials and purchased parts $14,737 $ 13,660
Work-in-process 3,905 3,747
Finished goods 3,963 2,732
---------- ----------
22,605 20,139
Less allowance for obsolete and excess
inventories (3,935) (3,703)
----------- ----------
Total inventories $ 18,670 $ 16,436
=========== ==========

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 second quarter and first six months of fiscal 2007, the Company
incurred payments of $469 and $590, respectively, related to warranty claims
submitted and accrued $280 and $442, respectively, related to product warranties
issued during the second quarter and first six months of fiscal 2007. The
liability related to warranties is included in accrued expenses on the
accompanying Consolidated Balance Sheets and is $862 and $1,010 at January 27,
2007 and July 29, 2006, 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 income(loss) for the fiscal 2007 and 2006 periods presented was as
follows:
Three Months Ended Six Months Ended
Jan. 27, Jan. 28, Jan. 27, Jan. 28,
2007 2006 2007 2006
-------- -------- -------- --------
Net income/(loss) $ 1,082 $ (60) $ 595 $ (543)
Foreign currency translation
adjustments 183 (186) (9) (211)
-------- -------- -------- --------
Comprehensive income/(loss) $ 1,265 $ (246) $ 586 $ (754)
======== ======== ======== ========

INCOME (LOSS) PER SHARE
Three Months Ended Six Months Ended
Jan. 27, Jan. 28, Jan. 27, Jan. 28,
2007 2006 2007 2006
-------- -------- -------- --------
Numerator:
Net income/loss) $ 1,082 $ (60) $ 595 $ (543)
======== ======== ======== ========
Denominator: (shares in thousands)
Denominator for basic income (loss) per share
Weighted average number of
common shares outstanding 11,661 11,077 11,653 10,854
Effect of dilutive securities 320 -- 274 --
-------- -------- -------- --------
Denominator for diluted income(loss)
per share 11,981 11,077 11,927 10,584
======== ======== ======== ========
Income(loss) per common share:
basic $ 0.09 $ (0.01) $ 0.05 $ (0.05)
======== ======== ======== ========
diluted $ 0.09 $ (0.01) $ 0.05 $ (0.05)
======== ======== ======== ========

Common shares outstanding for all periods 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 company stock. The
second quarter of fiscal 2007 and 2006 diluted shares outstanding does not
include 1,757,754 and 1,600,994 employee stock options and 793,041 and 940,865
warrants to purchase Company common stock, respectively, and the six months
ended January 27, 2007 and January 28, 2006 diluted shares outstanding does not
include 1,776,689 and 1,600,994 employee stock options and 823,444 and 940,865
warrants to purchase Company common stock, respectively, since the effect of
their assumed conversion would be anti-dilutive.

SHORT-TERM CREDIT FACILITIES, LONG-TERM DEBT AND SUBORDINATED NOTE

Short-term credit facilities, long term debt and subordinated notes at January
27, 2007 and July 29, 2006 are summarized as follows:

January 27, 2007 July 29, 2006
Revolving lines of credit:
Domestic ............................................ $ 1,956 $ 2,672
Foreign ............................................. 271 3,287
--------------------------------
Total short-term credit facilities $ 2,227 $ 5,959
================================

Domestic term loan .................................... $ 1,717 $ 1,817
Domestic subordinated note ............................ 2,555 2,415

Foreign capital lease obligations ..................... 2,758 2,800
Foreign credit facilities ............................. 2,797 324
Foreign Italian government loans ...................... 1,257 1,334
--------------------------------
Total long term debt 11,084 8,690
Less current portion of long-term bank debt ........... (1,221) (1,142)
Less current portion of subordinated debt ............. (2,555) (2,415)
--------------------------------
Long term debt, less current portion $ 7,308 $ 5,133
================================

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 prior facility. The North Fork Facility provides for a $6,000
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 $2,000 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 $2,000 term
loan is repayable in 36 monthly installments of $17 with a balloon payment of
the remaining balance due at the maturity in 2008. Interest on the term loan is
payable monthly at prime plus 0.75% or a LIBOR rate plus 2.75%. As of January
27, 2007, the Company had approximately $3,100 of availability under the North
Fork Facility, of which North Fork has reserved $1,000 against possible
litigation settlements.

The North Fork Facility is subject to commitment fees of 0.5% per annum on the
daily-unused portion of the facility, payable monthly. The Company granted a
security interest to the lender on its US credit facility in substantially all
of its accounts receivable, inventory, property plant and equipment, other
assets and intellectual property in the US as well as 66% of the outstanding
stock of its Italian subsidiary, Villa Sistemi. Management believes that its
debt obligations are stated at fair value, because the interest rates on its
credit lines are indexed with either the Prime Rate or LIBOR.

As of the end of the fourth 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 lower than anticipated performance during
fiscal 2006. On October 25, 2006, the Company and North Fork signed an amendment
to the facility that waived the non-compliance with these covenants for the
fourth quarter of fiscal 2006 and adjusted the covenant levels going forward
through the maturity of the credit facility. In addition, the amendment reversed
$300 of a sinking fund reserved for the March 2007 maturity of the subordinated
shareholder note and eliminated additional sinking fund reserves provisions
related to the subordinated note.

As of the end of the first quarter of fiscal 2007, the Company was non-compliant
with the tangible net worth covenant under the North Fork Facility. On December
6, 2006, North Fork waived the non-compliance with this covenant for the first
quarter of fiscal 2007 and adjusted the covenant levels going forward through
the maturity of the credit facility.

As of the end of the second quarter of fiscal 2007, the Company was in
compliance with all covenants under the North Fork Facility.

In connection with the settlement reached on January 29, 2002 with the
plaintiffs in the class action litigation, the Company recorded the present
value at 12% of the $2,000 of subordinated notes that were issued in April 2002
and mature in March 2007. The subordinated notes do not pay interest currently,
but accrue interest at 6% per annum, and were recorded at issuance at a

discounted present value of $1,519. The balance at January 27, 2007 was $2,555.
The Company expects to fund the payoff of these subordinated notes with a
portion of the proceeds from the Rights Offering described below.

In addition to the domestic credit facilities discussed above, the Company has
certain short-term credit facilities available at its Villa subsidiary, with
interest rates ranging from 3.7% to 13.75%. The total amount outstanding on the
Villa short-term credit facilities at January 27, 2007 and July 29, 2006 was
$271 and $3,287, respectively. In addition, as of January 27, 2007 and July 29,
2006, approximately $9,452 and $4,400, respectively, of excess borrowing
availability, respectively, was in place under these facilities.

In October 2006, Villa entered into a 2.0 million Euro loan with interest
payable at 4.7%. The note is repayable over a seven year term. The note contains
a financial covenant which provides that the net equity of Villa cannot fall
below 5.0 million Euros. This covenant could limit Villa's ability to pay
dividends to the US parent company in the event future losses, future dividends
or other events should cause Villa's equity to fall below the defined level.

Other foreign credit facilities have interest rates ranging from 4% to 6%, with
principal payable semi-annually through maturity in March 2007, and interest
payable quarterly. The variable interest rate at January 27, 2007 and July 29,
2006 on the other foreign credit facility, based on the formula Euribor + 1.0%,
was 4.3% and 3.7%, respectively. The principal of the facility is payable on a
semi-annual basis and interest payments are due on a quarterly basis through
March 2007.

Interest on the two Italian Government long-term loans is 3.43% and payments are
due annually through February 2010, and September 2010, respectively.

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
January 27, 2007 Group Group Other Total
- ----------------------- ------- ---------- -------- -------
Net sales to external customers $23,901 $ 2,870 -- $26,771
Cost of sales 18,048 1,974 -- 20,022
------- ------- ------- -------
Gross margin 5,853 896 -- 6,749

Operating expenses 3,211 591 398 4,200
------- ------- ------- -------
Operating income (loss) $ 2,642 $ 305 $ (398) $ 2,549
======= ======= ======= =======

Medical Power
For three months ended Systems Conversion
January 28, 2006 Group Group Other Total
- ----------------------- ------- ---------- -------- -------
Net Sales to Unaffiliated Customers $19,016 $ 2,978 $ -- $21,994
Cost of sales 14,722 2,058 -- 16,780
------- ------- ------- -------
Gross margin 4,294 920 -- 5,214

Operating expenses 2,988 538 676 4,202
Litigation settlement costs -- -- -- --
------- ------- ------- -------
Operating income (loss) $ 1,306 $ 382 $ (676) $ 1,012
======= ======= ======= =======

Medical Power
For six months ended Systems Conversion
January 27, 2007 Group Group Other Total
- ----------------------- ------- ---------- -------- -------
Net sales to external customers $40,523 $ 5,535 -- $46,057
Cost of sales 31,524 3,787 -- 35,311
------- ------- ------- -------
Gross margin 8,999 1,748 -- 10,746

Operating expenses 5,801 1,135 1,022 7,958
------- ------- ------- -------
Operating income (loss) $ 3,198 $ 613 $(1,022) $ 2,788
======= ======= ======= =======

Medical Power
For six months ended Systems Conversion
January 28, 2006 Group Group Other Total
- ----------------------- ------- ---------- -------- -------
Net Sales to Unaffiliated Customers $31,792 $ 6,441 $ -- $38,233
Cost of sales 24,883 4,401 -- 29,284
------- ------- ------- -------
Gross margin 6,909 2,040 -- 8,949

Operating expenses 5,343 1,105 1,606 8,054
------- ------- ------- -------
Operating income (loss) $ 1,566 $ 935 $(1,606) $ 895
======= ======= ======= =======

STOCK OPTION PLAN

Effective July 31, 2005, the Company adopted SFAS No. 123 (R), "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 123 (R), 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 123 (R), applying the "modified prospective method," as elected
by the Company, requires the Company to value stock options granted prior to its
adoption of SFAS 123 (R) under the fair value method and expense these amounts
over the remaining vesting period of the stock options.

The fair values of the grants awarded in the periods presented were determined
using the following assumptions in the Black-Scholes model: an estimated life of
seven years, volatility of approximately 63%, risk free interest rate from 4.61%
to 4.93% and the assumption that no dividends will be paid. SFAS 123 (R)
requires that the Company estimate forfeitures for stock options and reduce
compensation expense accordingly. The Company will evaluate experience against
an estimated forfeiture rate of 2% going forward.

In the three months ended January 27, 2007 and January 28, 2006, the Company
recorded $59 and $52, respectively, of compensation expense related to stock
options. For the six months ended January 27, 2007 and January 28, 2006,
compensation expense related to stock options was $97 and $127, respectively.

The following activity has occurred under our existing plan:

Weighted
Average
Exercise
Shares Price
Outstanding at July 29, 2006 1,545,996 $3.93
Granted 335,000 1.45
Exercised (25,000) 1.00
--------- -----
Outstanding at October 28, 2006 1,855,996 3.55
Granted 75,000 1.96
--------- -----
Exercisable at January 27, 2007 1,930,996 $3.49
========= =====

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 exercisable options.

At January 27, 2007, the aggregate intrinsic value of in-the-money options
outstanding and options exercisable was $309 and $252, 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 first three and six months of fiscal years 2007 and 2006 are as
follows:

Three Months Ended Six Months Ended
Jan. 27, Jan. 28, Jan. 27, Jan. 28,
2007 2006 2007 2006
-------- -------- -------- --------
Proceeds from stock options exercised $25 $173 $25 $173
Intrinsic value of stock options exercised 13 123 13 123

The Company expects future stock-based compensation related to awards granted
through January 27, 2007 to be $515 through 2010.

CONTINGENCIES

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 the 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 of control"
provisions regarding payments totaling up to approximately $1,800 under the
employment agreement between the Company and its former CEO, 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 of control payments. On November 17, 2003, the Company filed a complaint
in the United States District Court, Southern District of New York, 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 the 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. The Company has not recorded an accrual for any potential settlements of
this claim as it has no basis upon which to estimate either the outcome or
amount of loss.

allegedly did not meet regulatory standards, (2) defamation, (3) intentional
interference with his employment relationship with Del Medical and his
relationship with prospective employers, and (4) to hold the Company liable for
any misconduct of Del Medical under a theory of piercing the corporate veil. By
order dated September 15, 2006, the Court denied in part and granted in part
defendants' motion requesting summary judgment dismissing the third amended
complaint. The Court granted the motion only to the extent of dismissing that
part of Mr. Moeller's claim of interference with his employment relationship
with Del Medical and his relationship with prospective employers, addressed to
alleged interference with his relationship with prospective employers. The
parties appeared for mediation in January 2007 but the mediation did not result
in a disposition of the action. Accordingly, it appears that the action will
proceed to trial. Currently, there is no scheduled date for the commencement of
trial. A status conference before the Court is scheduled for March 8, 2007, and
the Court may schedule the commencement of trial then. The Company and Del
Medical intend to defend vigorously against Mr. Moeller's claims. Mr. Moeller is
seeking $1,900 in damages consisting of alleged income loss, including salary and
benefits, and the present value of his alleged lost income and benefits in the
future after lump sum tax adjustments. The Company has recorded an accrual of
$60 relating to potential liability in the settlement of these claims.

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.

AUTHORIZED SHARES OF THE CORPORATION'S COMMON STOCK

At a special meeting of shareholders of the Company held on November 17, 2006,
the Company's shareholders approved an Amendment of the Certificate of
Incorporation of the Corporation (the "Amendment") to increase the number of
authorized shares of the Corporation's common stock, par value $.10 per share,
from twenty million (20,000,000) shares to fifty million (50,000,000) shares in
order to have a sufficient number of shares of Common Stock to provide a reserve
of shares available for issuance to meet business needs as they may arise in the
future. Such business needs may include, without limitation, rights offerings,
financings, acquisitions, establishing strategic relationships with corporate
partners, providing equity incentives to employees, officers or directors, stock
splits or similar transactions. Issuances of any additional shares for these or
other reasons could prove dilutive to current shareholders or deter changes in
control of the Company, including transactions where the shareholders could
otherwise receive a premium for their shares over then current market prices.

SUBSCRIPTION RIGHTS OFFERING AND STOCKHOLDER'S RIGHTS PLAN

February 5, 2007, non-transferable subscription rights to purchase one share of
the Company's common stock for each share owned at that date at a subscription
price of $1.05 per share. An aggregate of 12,027,378 shares of our common stock
at a subscription price of $1.05 per share is being offered, for up to an
aggregate purchase price of $12,629.

The purpose of this rights offering is to raise equity capital in a
cost-effective manner with the proceeds being used for debt repayment,
anticipated working capital needs and general corporate purposes. A portion of
the net proceeds may also be used to acquire or invest in businesses, products
and technologies that Company management believes are complementary to the
Company's business. However, the Company has no definitive agreements nor is it
in serious discussions to acquire or invest in any business, product or
technology.

Assuming full participation, the Company expects that the total purchase price
of the shares offered in this rights offering to be $12,629. The Company's
largest stockholder, Steel Partners II, L.P. has indicated that it intends to
exercise all of its rights, including oversubscription rights for the maximum
amount of shares it can over-subscribe for without endangering the availability
of the Company's net operating loss carryforwards ("NOLs") under Section 382 of
the Internal Revenue Code. The Company reserves the right to limit the exercise
of rights by certain stockholders in order to protect against an unexpected
"ownership change" for federal income tax purposes. This may affect the
Company's ability to receive gross proceeds of up to $12,629 in the rights
offering.

In addition, on January 22, 2007, the Company entered into a stockholders rights
plan (the "Rights Plan"). The Rights Plan provides for a dividend distribution
of one Common Stock purchase right for each outstanding share of the Company's
Common Stock. The Company's Board of Directors adopted the Rights Plan to
protect stockholder value by protecting the Company's ability to realize the
benefits of its NOLs and capital loss carryforwards. The Company has experienced
substantial operating and capital losses in previous years. Under the Internal
Revenue Code and rules promulgated by the Internal Revenue Service, the Company
may "carry forward" these losses in certain circumstances to offset current and
future earnings and thus reduce its federal income tax liability, subject to
certain requirements and restrictions. Assuming that the Company has future
earnings, the Company may be able to realize the benefits of NOLs and capital
loss carryforwards. These NOLs and capital loss carryforwards constitute a
substantial asset to the Company. If the Company experiences an "Ownership
Change," as defined in Section 382 of the Internal Revenue Code, its ability to
use the NOLs and capital loss carryforwards could be substantially limited or
lost altogether. In general terms, the Rights Plan imposes a significant penalty
upon any person or group that acquires certain percentages of the Company's
common stock by allowing other shareholders to acquire equity securities at half
their fair values.

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
Annual Report on Form 10-K for the fiscal year ended July 29, 2006 and Current
Reports on Form 8-K.

OVERVIEW
The Company is primarily engaged in the design, manufacture and marketing of
cost-effective medical and dental diagnostic imaging systems consisting of
stationary and portable imaging systems, radiographic/fluoroscopic systems,
dental imaging systems and digital radiography systems. 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. The Company
manages its business in two operating segments: the Medical Systems Group and
the Power Conversion Group. In addition, the Company has 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 January 27, 2007
(this "Quarterly Report") for discussions of the Company's segments.

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 29, 2006. 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.

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 a Food and Drug
Administration 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
The Company accounts for deferred income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
whereby it recognizes an asset related to its net operating loss carry forwards
and other temporary differences between financial reporting basis and income tax
basis. The Company periodically evaluates the likelihood of the recoverability
of its deferred tax asset recognized, based upon actual operating results and
expectations of future operating profits.

During fiscal year 2004, management updated each U.S. 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 U.S. deferred tax assets. The valuation allowance recorded
is the estimate of the amount of deferred tax assets that are more likely than
not to go unrealized by the Company.

During fiscal year 2006, the Company recorded income on a consolidated basis and
its individual business units were profitable. However, after allocating
approximately $2.5 million in costs of the Other reporting segment, which are
considered U.S. costs for income tax purposes, the Company experienced a U.S.
taxable loss during the fiscal year 2006.

The Company has concluded that it should continue to carry a 100% valuation
allowance against U.S. deferred tax assets and has not recorded any income tax
benefit for its U.S. taxable losses.

The Company has recorded a non-U.S. tax provision with respect to the income of
Villa in all periods presented and anticipates it is more likely than not that
the remaining $1.0 million deferred tax asset at January 27, 2007, which relates
to its Villa subsidiary, will be utilized against future Villa operating
profits. However, the Company can make no assurances that its Villa subsidiary
will generate profits in the future.

OBSOLETE AND EXCESS INVENTORY
The Company re-evaluates its allowance for obsolete inventory once a quarter,
and this allowance comprises the most significant portion of its 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 the Company typically does not purchase inventory substantially in
advance of production requirements, it does 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, the Company uses 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, the Company estimates the amount of labor and overhead costs related to
finished goods inventories. As of January 27, 2007, finished goods represented
approximately 17.5% of the gross carrying value of total gross inventory. The
Company believes the estimation methodologies used to be appropriate and
consistently applied.

CONSOLIDATED RESULTS OF OPERATIONS

Consolidated net sales of $26.8 million for the second quarter of fiscal 2007
increased by $4.8 million or 21.8% from fiscal 2006 second quarter net sales of
$22.0 million due to the Company's Medical Systems Group. The Medical Systems
Group's second quarter fiscal 2007 sales of $23.9 million were $4.9 million or
25.7% more than the prior year's second quarter sales of $19.0 million due to
increased international sales to the Russian market, an Italian government
financed sale of medical equipment to Ethiopia, stronger than expected dental
systems sales and increased sales of higher priced digital products. The Power
Conversion Group's second quarter fiscal 2007 sales of $2.9 million decreased by
$0.1 million, or 3.7%, from last year's levels due primarily to the lower than
expected government contracts.

Consolidated net sales of $46.0 million for the first six months of fiscal 2007
increased by $7.8 million or 20.5% from fiscal 2006 net sales of $38.2 million,
due to an increase in Medical Systems Group sales of $8.7 million offset by a
decrease in Power Conversion Group sales of $0.9 million. Medical System Group's
sales for the first half of fiscal 2007 of $40.5 million increased $8.7 million
or 27.5% from the prior year's first half. Net sales increases were driven by
increased sales to the Russian and Ethiopian markets as well as stronger than
expected dental and digital equipment sales as noted above. The Power Conversion
Group's sales for the first half of fiscal 2007 of $5.5 million decreased by
$0.9 million or 14.1% from the prior year's first half levels due to lower
government sales as a result of lower demand.

Consolidated backlog at January 27, 2007 was $27.7 million versus backlog at
July 29, 2006 of approximately $22.4 million. The backlog in the Power
Conversion Group at January 27, 2007 increased $0.1 million from levels at
beginning of the fiscal year due to increased bookings offset by inventory
procurement delays. There was a $5.2 million increase in the January 27, 2007
backlog of our Medical Systems Segment from July 29, 2006 reflecting strong
bookings during the six month period in international markets. Substantially all
of the backlog should result in shipments within the next 12 months.

Gross margins as a percent of sales were 25.2% for the second quarter of fiscal
2007, compared to 23.7% in the second quarter of fiscal 2006 due primarily to
the reversal of warranty reserves of the Medical Systems Group as the warranty
period on several specific items expired. This impact was partially offset by
lower margins associated with increased sales of digital products at the Medical
Systems Group. Generally, digital products have a higher selling price than the
non-digital product offerings, but they also have a higher cost resulting in
lower gross margin percentages.

Gross margins as a percent of sales were 23.3% for the first six months of
fiscal 2007, compared to 23.4% for the first six months of fiscal 2006 due to
the reversal of warranty reserves at the Medical Systems Group, offset by lower
margins associated with increased sales of our digital products, also at the
Medical Systems Group, as noted above.

Selling, General and Administrative expenses ("SG&A") for the second quarter of
fiscal 2007 were $3.6 million (13.6% of sales) compared to $3.8 million (17.2%
of sales) in the prior year's second quarter. The decrease in SG&A in the second
quarter of fiscal 2007 reflects decreased administration costs as a result of
elimination of redundant facilities costs and related headcount.

SG&A for the first half of fiscal 2007 were $7.0 million (15.2% of sales)
compared to $6.8 million (17.7% of sales) in the prior year's first half. The
increase in SG&A in the first half of fiscal 2007 reflects increased corporate
legal and accounting costs, offset by reduced selling costs in the Power
Conversion Group and the elimination of redundant facilities costs and related
headcount.

Research and development expenses ("R&D") for the second quarter of fiscal 2007
were $0.6 million (2.1% of sales) compared to $0.4 million (2.0% of sales) in
the prior year's second quarter. The increase in R&D in the second quarter of
fiscal 2007 reflects increased development costs associated with medical and
dental equipment in the Medical Systems Group.

R&D for the first half of fiscal 2007 was $1.0 million (2.2% of sales) compared
to $0.8 million (2.0% of sales) in the prior year's first half. The increase in
R&D in the first half of fiscal 2007 reflects increased development costs
associated with medical and dental equipment in the Medical Systems Group as
discussed above.

Litigation settlement costs of $0 and $0.5 million recorded for the second
quarter and first half of fiscal 2006, respectively, were accrued based on a
November 2005 settlement of litigation filed during fiscal 2005 by the potential
buyers of the Company's Medical Systems Group. The Company previously disclosed
this litigation but had not recorded any related expense during fiscal 2005, as
it had no basis at that time upon which to estimate either the outcome or amount
of loss.

As a result of the foregoing, the Company recognized a second quarter fiscal
2007 operating income of $2.5 million compared to an operating income of $1.0
million in the second quarter of fiscal 2006. The Medical Systems Group posted a
second quarter fiscal 2007 operating profit of $2.6 million and the Power
Conversion Group showed operating profit of $0.3 million, offset by unallocated
corporate costs of $0.4 million. The Medical Systems Group posted a second
quarter fiscal 2006 operating profit of $1.3 million and the Power Conversion
Group had operating profit of $0.4 million, offset by unallocated corporate
costs of $0.7 million.

Operating income for the first half of fiscal 2007 was $2.8 million compared to
an operating income of $0.9 million in the prior year period. The Medical
Systems Group had an operating profit of $3.2 million and the Power Conversion
Group achieved an operating profit of $0.6 million, offset by unallocated
corporate costs of $1.0 million. The Medical Systems Group had an operating
profit of $1.6 million for the first half of fiscal 2006 and the Power
Conversion Group achieved an operating profit of $0.9 million, partly offset by
unallocated corporate costs of $1.6 million.

Interest expense for the second quarter of fiscal 2007 of $0.4 million was
slightly lower than the prior year's second quarter due to lower debt balances
when compared to the prior year.

Interest expense for the first half of fiscal 2007 of $0.7 million was higher
than the prior year's first half interest expense of $0.6 million due to higher
interest rates and higher average borrowings when compared to the prior year.

The Company did not provide for a U.S. domestic income tax benefit in fiscal
2007. 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 second quarters and first halves of fiscal 2007
or fiscal 2006.

Reflecting the above, we recorded net income of $1.1 million or $0.09 per
share (basic and diluted) in the second quarter of fiscal 2007, as compared to
net loss of ($0.1) million, or ($0.01) per share(basic and diluted), during the
second quarter of fiscal 2006. We recorded net income of $0.6 million or $0.05
per share (basic and diluted) in the first half of fiscal 2007, as compared to a
net loss of ($0.5) million or ($0.05) per share (basic and diluted) in the
first half of the prior year.

FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES

The Company funds its investing and working capital needs through a combination
of cash flow from operations and short-term credit facilities.

Working Capital -- At January 27, 2007 and July 29, 2006, the Company's working
capital was approximately $10.3 million and $6.9 million, respectively. At such
dates, we had approximately $3.9 million and $0.3 million, respectively, in cash
and cash equivalents, the majority of which is at our Villa subsidiary in Italy.
As of January 27, 2007, the Company had approximately $2.1 million of excess
borrowing availability under our domestic revolving credit facility compared to
$1.0 million at July 29, 2006.

In addition, as of January 27, 2007 and July 29, 2006, our Villa subsidiary had
an aggregate of approximately $9.5 million 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 six months ended January 27,
2007, the Company generated approximately $5.6 million of cash from operations,
compared to cash generated of $1.4 million in the prior fiscal year directly
attributable to net changes in working capital accounts and better earnings in
fiscal 2007.

Cash Flows from Investing Activities -- The Company has made $0.4 million of
facility improvements and capital equipment purchases for each six month period
ended January 27, 2007 and January 28. 2006. In December, 2006, the Company
acquired the remaining 20% of it's Italian subsidiary for $2.6 million and other
non-cash consideration.

Cash Flows from Financing Activities -- During the six month period ended
January 27, 2007, we repaid a approximately $1.8 million of indebtedness on our
domestic and Italian borrowings, as compared to burrowing approximately $1.6
million in the prior year period.

The Company's contractual obligations including debt and operating leases, as
previously disclosed on our Annual Report on Form 10-K for the fiscal year ended
July 29, 2006, has not changed materially at January 27, 2007 with the exception
of a 2.0 million Euro loan as described 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 million term loan is repayable in monthly
installments of $16,667 with a balloon payment of the remaining balance due at
the maturity in 2008. Interest on the term loan is payable monthly at prime plus
0.75% or a LIBOR rate plus 2.75%. As of January 27, 2007, the Company had
approximately $3.1 million of availability under the North Fork Facility, of
which North Fork has reserved $1 million against possible litigation
settlements. The North Fork Facility is secured by substantially all of the
Company's accounts receivable, inventory and property, plant and equipment and
other assets in the US as well as 66% of the outstanding stock of its Italian
subsidiary, Villa Sistemi. As of January 27, 2007, the balance under the
revolving credit agreement was $2.0 million and the term loan was $1.7 million.

As of the end of the fourth 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 lower than anticipated performance during
fiscal 2006. On October 25, 2006, the Company and North Fork signed an amendment
to the facility that waived the non-compliance with these covenants for the
fourth quarter of fiscal 2006 and adjusted the covenant levels going forward
through the maturity of the credit facility. In addition the amendment reversed
$0.3 million of a sinking fund reserved for the March 2007 maturity of the
subordinated shareholder notes and eliminated additional sinking fund reserves
provisions related to the subordinated notes.

As of the end of the second quarter of fiscal 2007, the Company was in
compliance with all covenants under the North Fork Facility.

In connection with the settlement reached on January 29, 2002, with the
plaintiffs in the class action litigation, the Company recorded the present
value at 12% of the $2 million of subordinated notes that were issued in April
2002 and mature in March 2007. The subordinated notes do not pay interest
currently, but accrue interest at 6% per annum, and were recorded at issuance at
a discounted present value of $1.5 million. The balance at January 27, 2007 was
$2.6 million. The Company expects to fund the payoff of these subordinated notes
with a portion of the proceeds from the Rights Offering described below.

In addition to the domestic credit facilities discussed above, the Company has
certain short-term credit facilities available at its Villa subsidiary, with
interest rates ranging from 3.7% to 13.75%. 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. The total amount outstanding on the Villa
short-term credit facilities at January 27, 2007 and July 29, 2006 was $0.3
million and $3,3 million, respectively. In addition, as of January 27, 2007 and
July 29, 2006, approximately $9.5 million and $4.4 million, respectively, of
excess borrowing availability, respectively, was in place under these
facilities.

In addition, Villa is a party to various other foreign credit facilities and
Italian Government long-term loans. Other foreign credit facilities have
interest rates ranging from 4% to 6%, with principal payable semi-annually
through maturity in March 2007, and interest payable quarterly. The variable
interest rate at January 27, 2007 and July 29, 2006 on the other foreign credit
credit facility, based on the formula Euribor + 1%, was 4.3% and 3.7%,
respectively.

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.

On December 12, 2006, Del Global Technologies Corp. filed a subscription rights
offering with the SEC that became effective January 30, 2007. Under terms of
this rights offering, the Company distributed to shareholders of record as of
February 5, 2007, non-transferable subscription rights to purchase one share of
the Company's common stock for each share owned at that date at a subscription
price of $1.05 per share. An aggregate of 12,027,378 shares of our common stock
at a subscription price of $1.05 per share is being offered, for up to an
aggregate purchase price of $12.6 million.

Assuming full participation, the Company expects that the total purchase price
of the shares offered in this rights offering to be $12.6 million. The Company's
largest stockholder, Steel Partners II, L.P. has indicated that it intends to
exercise all of its rights, including oversubscription rights for the maximum
amount of shares it can over-subscribe for without endangering the availability
of the Company's net operating loss carryforwards ("NOLs") under Section 382 of
the Internal Revenue Code. The Company reserves the right to limit the exercise
of rights by certain stockholders in order to protect against an unexpected
"ownership change" for federal income tax purposes. This may affect the
Company's ability to receive gross proceeds of up to $12.6 million in the rights
offering.

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
the 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 of control"
provisions regarding payments totaling up to approximately $1.8 million under
the employment agreement between the Company and its former CEO, 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 of control payments. On November 17, 2003, the Company
filed a complaint in the United States District Court, Southern District of New
York, 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 the 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. The Company has not recorded an
accrual for any potential settlements of this claim as it has no basis upon
which to estimate either the outcome or amount of loss.

On June 28, 2002, Jeffrey N. Moeller, the former Director of Quality Assurance
and Regulatory Affairs of Del Medical, commenced an action in the Circuit Court
of Cook County, Illinois, against the Company, Del Medical and Walter Schneider,
the former President of Del Medical. In the most current iteration of this
pleading, the third amended complaint, Mr. Moeller alleges four claims against
the defendants in the action: (1) retaliatory discharge from employment with Del
Medical, allegedly in response to Mr. Moeller's complaints to officers of Del
Medical about purported prebilling and his stopping shipment of a product that
allegedly did not meet regulatory standards, (2) defamation, (3) intentional
interference with his employment relationship with Del Medical and his
relationship with prospective employers, and (4) to hold the Company liable for
any misconduct of Del Medical under a theory of piercing the corporate veil. By
order dated September 15, 2006, the Court denied in part and granted in part
defendants' motion requesting summary judgment dismissing the third amended
complaint. The Court granted the motion only to the extent of dismissing that
part of Mr. Moeller's claim of interference with his employment relationship
with Del Medical and his relationship with prospective employers, addressed to
alleged interference with his relationship with prospective employers. The
parties appeared for mediation in January 2007 but the mediation did not result
in a disposition of the action. Accordingly, it appears that the action will
proceed to trial. Currently, there is no scheduled date for the commencement of
trial. A status conference before the Court is scheduled for March 8, 2007, and
the Court may schedule the commencement of trial then. The Company and Del
Medical intend to defend vigorously against Mr. Moeller's claims. Mr. Moeller is
seeking $1.9 million in damages consisting of alleged income loss, including
salary and benefits, and the present value of his alleged lost income and
benefits in the future after lump sum tax adjustments. The Company has recorded
an accrual of $0.1 million relating to potential liability in the settlement of
these claims.

On December 23, 2005, the Company acquired the remaining 20% of Villa for $2.6
million plus 904,762 restricted shares of Company common stock. These shares
were valued at $3.26 a share, or $3.0 million, and are subject to SEC Rule 144
limitations as to holding periods and trading volume limitations. Goodwill in
the amount of $4.5 million was recorded and $0.9 million of minority interest
was reversed after recognition of a $0.4 million 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.

The Company did not have any 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.

The Company anticipates that cash generated from the rights offering noted
above, operations and amounts available from credit facilities 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 29, 2006.

ITEM 4 CONTROLS AND PROCEDURES

The Company, under the supervision and with the participation of the Company's
management, including James A. Risher, Chief Executive Officer, and Mark A.
Zorko, Chief Financial 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
Chief Financial 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
second fiscal quarter of 2007 ended January 27, 2007, 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

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 of control"
provisions regarding payments totaling up to approximately $1.8 million under
the employment agreement between the Company and its former CEO, 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 of control payments. On November 17, 2003, the Company
filed a complaint in the United States District Court, Southern District of New
York, 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 the 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. The Company has not recorded an
accrual for any potential settlements of this claim as it has no basis upon
which to estimate either the outcome or amount of loss.

Medical about purported prebilling and his stopping shipment of a product that
allegedly did not meet regulatory standards, (2) defamation, (3) intentional
interference with his employment relationship with Del Medical and his
relationship with prospective employers, and (4) to hold the Company liable for
any misconduct of Del Medical under a theory of piercing the corporate veil. By
order dated September 15, 2006, the Court denied in part and granted in part
defendants' motion requesting summary judgment dismissing the third amended
complaint. The Court granted the motion only to the extent of dismissing that
part of Mr. Moeller's claim of interference with his employment relationship
with Del Medical and his relationship with prospective employers, addressed to
alleged interference with his relationship with prospective employers. The
parties appeared for mediation in January 2007 but the mediation did not result
in a disposition of the action. Accordingly, it appears that the action will
proceed to trial. Currently, there is no scheduled date for the commencement of
trial. A status conference before the Court is scheduled for March 8, 2007, and
the Court may schedule the commencement of trial then. The Company and Del
Medical intend to defend vigorously against Mr. Moeller's claims. Mr. Moeller is
seeking $1.9 million in damages consisting of alleged income loss, including
salary and benefits, and the present value of his alleged lost income and
benefits in the future after lump sum tax adjustments. The Company has recorded
an accrual of $0.1 million relating to potential liability in the settlement of
these claims.

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 1A. RISK FACTORS

In addition to the risk factors disclosed in Part 1, Item 1A, in the Company's
Annual Report on Form 10-K for the fiscal year ended July 29, 2006, the
following are important factors which could cause actual results or events to
differ materially from those contained in any forward-looking statements made by
or on behalf of the Company.

WE DO NOT INTEND TO PAY DIVIDENDS ON SHARES OF OUR COMMON STOCK IN THE
FORESEEABLE FUTURE.

We currently expect to retain our future earnings, if any, for use in the
operation and expansion of our business. We do not anticipate paying any cash
dividends on shares of our common stock in the foreseeable future. Our credit
facility with our U.S. lender restricts our ability to pay dividends.

COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE MAY RESULT IN ADDITIONAL EXPENSES.

Changing laws, regulations and standards relating to corporate governance and
public disclosure, including the Sarbanes-Oxley Act of 2002, are creating
uncertainty for companies such as ours. We are committed to maintaining high
standards of corporate governance and public disclosure. As a result, we intend
to invest reasonably necessary resources to comply with evolving standards, and
this investment may result in increased general and administrative expenses and
a diversion of management time and attention from revenue-generating activities
to compliance activities, which could harm our business prospects.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's Special Meeting of Shareholders held on November 17, 2006
(the "Special Meeting"), the votes cast for, against and abstain to adopt an
amendment to the Company's Certificate of Incorporation, as amended, to increase
the aggregate number of shares of common stock authorized to be issued by the
Company from 20,000,000 to 50,000,000 were as follows:

FOR 8,270,787 AGAINST 1,942,684 ABSTAIN 10,130

ITEM 6. EXHIBITS

31.1* Certification of the Chief Executive Officer, James A. Risher,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer, Mark A. Zorko, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of the Chief Executive Officer, James A. Risher,
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 Chief Financial Officer, Mark A. Zorko,
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/ James A. Risher
-----------------------
James A. Risher
Chief Executive Officer

/s/ Mark A. Zorko
-----------------------
Mark A. Zorko
Chief Financial Officer

Dated: February 28, 2007

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	6th grade Good

DGT (DGTC) Inactive 10-Q2007 Q2 Quarterly report

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