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 quarterly period ended January 26, 2002
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)
914-686-3600
------------
(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
----- -
The number of shares of Registrant's common stock outstanding as of January 26,
2002 was 7,847,515.
1
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 Month
and Six Month Ended January 26, 2002 and January 27, 2001 3
Consolidated Balance Sheets - January 26, 2002 and July 28, 2001 4-5
Consolidated Statements of Cash Flows for the Six Months Ended 6
January 26, 2002 and January 27, 2001
Notes to Consolidated Financial Statements 7-12
Item 2. Management's Discussion and Analysis of Operations
and Financial Condition 13-15
Item 3. Quantitative and Qualitative Disclosures about Market
Risk 16
Part II. Other Information:
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
2
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands except share data)
(Unaudited)
Three Months Ended Six Months Ended
January 26, January 27, January 26, January 27,
2002 2001 2002 2001
----------- ---------- --------- -----------
NET SALES $ 24,401 $ 23,209 $ 43,882 $ 45,356
COST OF SALES 18,057 18,689 33,795 36,550
----------- ---------- --------- ----------
GROSS MARGIN 6,344 4,520 10,087 8,806
----------- ---------- --------- ----------
Selling, general and
administrative 5,416 4,491 10,667 8,322
Research and development 625 815 1,206 1,511
Litigation settlement recovery - 1,018 (258) 1,018
Facilities reorganization
costs 35 - 77 -
----------- ---------- --------- ----------
Total operating expenses 6,076 6,324 11,692 10,851
----------- ---------- --------- ----------
OPERATING INCOME (LOSS) 268 (1,804) (1,605) (2,045)
Interest expense - net 325 224 787 491
Other income (expense) 48 (62) 31 (65)
----------- ---------- --------- ---------
LOSS BEFORE INCOME TAX BENEFIT
AND MINORITY INTEREST (9) (2,090) (2,361) (2,601)
INCOME TAX BENEFIT (3) (789) (832) (982)
----------- ---------- --------- ---------
LOSS BEFORE MINORITY
INTEREST (6) (1,301) (1,529) (1,619)
MINORITY INTEREST 165 165 177 223
----------- ---------- --------- ---------
NET LOSS $ (171) $ (1,466) $ (1,706) $ (1,842)
============ =========== ========= =========
LOSS PER COMMON SHARE:
BASIC AND DILUTED ($.02) ($.19) ($.22) ($.24)
============ =========== ========= =========
Weighted average number of
common shares outstanding,
basic and diluted 7,847,515 7,847,515 7,847,515 7,847,515
============ =========== ========= =========
See notes to consolidated financial statements
3
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
ASSETS
January 26, 2002 July 28, 2001
---------------- -------------
CURRENT ASSETS
Cash and cash equivalents $ 1,909 $ 1,402
Marketable securities 358 379
Trade receivables (net of allowance
for doubtful accounts of $797 and $607
at January 26, 2002 and July 28, 2001 17,445 19,026
Inventory - net 24,275 27,528
Deferred income tax asset - current 4,087 4,643
Prepaid expenses and other current
assets 706 391
----------------- ---------------
Total current assets 48,780 53,369
REFUNDABLE INCOME TAXES 3,829 3,829
FIXED ASSETS - Net 9,449 9,731
DEFERRED INCOME TAX ASSET-NON CURRENT 11,204 9,796
GOODWILL - Net 3,336 3,450
INTANGIBLES-Net 573 666
OTHER ASSETS 583 817
----------------- ---------------
TOTAL ASSETS $77,754 $81,658
================= ===============
See notes to consolidated financial statements
4
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
January 26, 2002 July 28, 2001
---------------- -------------
CURRENT LIABILITIES
Short-term credit facilities $ 2,646 $ 4,450
Callable debt 7,750 8,500
Current portion of long-term debt 718 790
Accounts payable - trade 9,529 7,823
Accrued liabilities 7,285 8,825
Deferred compensation liability 225 228
Income taxes payable 294 484
---------------- -------------
Total current liabilities 28,447 31,100
NON-CURRENT LIABILITIES
Long-term debt 4,646 4,703
Obligation to issue subordinated note 1,519 1,519
Other long-term liabilities 2,022 1,927
---------------- ------------
Total liabilities 36,634 39,249
---------------- ------------
MINORITY INTEREST IN SUBSIDIARY 820 618
---------------- ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, $.10 par value;
Authorized 20,000,000 shares;
Issued and outstanding - 8,476,081
shares at January 26, 2002 and
July 28, 2001 847 847
Additional paid-in capital 52,258 52,187
Obligation to issue shares and warrants 4,410 4,410
Accumulated other comprehensive loss (248) (391)
Accumulated deficit (11,465) (9,760)
Less common stock in treasury - 628,566
shares at January 26,2002 and July 28,
2001 (5,502) (5,502)
---------------- ------------
Total shareholders' equity 40,300 41,791
---------------- ------------
TOTAL LIABILITIES AND SHAREHOLDER'S
EQUITY $77,754 $81,658
================= =============
See notes to consolidated financial statements
5
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six Months Ended
-----------------------------
January 26, 2002 January 27, 2001
----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,706) $( 1,842)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 1,319 1,581
Deferred income tax benefit (787) (1,124)
Loss on sale of fixed assets 33 26
Unrealized loss on sale of marketable
securities 21 (300)
Minority interest 177 223
Stock based compensation expense 74 56
Changes in operating assets and liabilities
Decrease (Increase) in trade receivables 1,953 (869)
Decrease (Increase) in inventory 3,576 (2,020)
Increase in prepaid expenses and other
current assets (307) (16)
Decrease in other assets 242 206
Decrease in refundable income taxes - 294
Increase in accounts payable - trade 1,516 360
(Decrease) Increase in accrued liabilities (1,597) 1,842
Decrease in income taxes payable (192) (235)
Increase (Decrease) in other long-term
liabilities 29 (223)
Payment of deferred compensation liability (3) (1,313)
----------------- --------------
Net cash provided by (used in) operating
activities 4,348 (3,354)
----------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed asset purchases (710) (471)
Net proceeds from sale of marketable
securities - 1,241
----------------- --------------
Net cash (used in) provided by investing
activities (710) 770
----------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings - 4,692
Repayment of bank borrowings (3,126) (212)
Stock Repurchase - (108)
----------------- --------------
Net cash (used in) provided by financing
activities (3,126) 4,372
----------------- --------------
EFFECT OF EXCHANGE RATE CHANGES (5) 2
----------------- --------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 507 1,790
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD 1,402 888
----------------- --------------
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD $ 1,909 $2,678
================= ==============
See notes to consolidated financial statements
6
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(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 for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation 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. The consolidated financial statements
should be read in conjunction with the financial statements and notes thereto as
of July 28, 2001 and for the year then ended filed on a form 8-K dated April 5,
2002.
The accounting policies followed by the Company are set forth in Note 1 to the
Company's consolidated financial statements for the year ended July 28, 2001.
The financial statements of the consolidated subsidiary Villa are denominated in
Euros and are translated into U.S. dollars for reporting purposes. As a result,
they are therefore subject to the effects of currency fluctuations which may
affect reported earnings and future cash flows. These foreign currency
translations are made in accordance with SFAS No. 52, "Foreign Currency
Translation."
NEW ACCOUNTING PRONOUNCEMENTS
During July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires the use of
the purchase method of accounting for all business combinations initiated after
June 30, 2001. Additionally, this statement further clarifies the criteria for
recognition of intangible assets separately from goodwill for all business
combinations completed after June 30, 2001, as well as requiring additional
disclosures for business combinations. SFAS No. 142 requires that goodwill
acquired after June 30, 2001 no longer be subject to amortization over their
estimated useful lives. Beginning on August 3, 2002, amortization of goodwill
will no longer be permitted and the Company will be required to assess these
assets for impairment annually, or more frequently if circumstances indicate a
potential impairment. Furthermore, this statement provides specific guidance for
testing goodwill for impairment. Transition-related impairment losses, if any,
which result from the initial assessment of goodwill and certain intangible
assets would be recognized by the Company as a cumulative effect of accounting
change on August 3, 2002. The Company has not yet determined the impact, if any,
that the adoption of SFAS No. 142 will have on its consolidated financial
statements.
SFAS No. 143, Accounting for Asset Retirement Obligations, was issued in June
2001. This statement addresses financial accounting and reporting for the
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
has not yet determined the impact, if any, that the adoption of this statement
will have on its consolidated financial statements.
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
was issued in October 2001. SFAS No. 144 replaces SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
SFAS No. 144 requires that long-lived assets whose carrying amount is not
recoverable from its undiscounted cash flows be measured at the lower of
carrying amount or fair value less cost to sell, whether reported in continuing
operations or in discontinued operations. Therefore, discontinued operations
will no longer be measured at net realizable or include amounts for operating
losses that have not yet occurred. SFAS No. 144 also broadens the reporting of
discontinued operations to include all components of an entity with operations
that can be distinguished from the rest of the entity and that will be
eliminated from the ongoing operations of the entity in a disposal transaction.
The provisions of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001 and are to be applied
prospectively. The Company has not yet determined the impact, if any, that the
adoption of this statement will have on its consolidated financial statements.
7
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
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 estimated by management for interim
reporting purposes. The estimation methodologies used for interim reporting
purposes are described in management's discussion and analysis under the
subtitle Critical Accounting Policies.
January 26, 2002 July 28, 2001
----------------- ----------------
Raw materials and purchased parts $ 12,283 $ 13,671
Work-in-process 11,988 15,069
Finished goods 3,487 3,986
----------------- ----------------
27,758 32,726
Less allowance for obsolete and excess
inventory (3,483) (5,198)
----------------- ----------------
Total inventory, net $ 24,275 $ 27,528
================== =================
COMPREHENSIVE LOSS
Comprehensive loss for the Company includes foreign currency translation
adjustments and net loss reported in the Company's Consolidated Statements
of Operations.
Comprehensive loss for 2002 and 2001 was as follows:
For the Three Months Ended
January 26, 2002 January 27, 2001
---------------- ----------------
Net Loss $(171) $(1,466)
Foreign currency translation adjustments (56) 212
---------------- ----------------
Comprehensive loss $ (227) $ (1,254)
For the Six Months Ended
January 26, 2002 January 27, 2001
---------------- ----------------
Net Loss $(1,706) $(1,842)
Foreign currency translation adjustments 143 54
---------------- ----------------
Comprehensive loss $(1,563) $ (1,788)
8
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands except share data)
(Unaudited)
LOSS PER SHARE
Three Months Six Months
---------------------------- -----------------------
January 26, January 27, January 26, January 27,
2002 2001 2002 2001
---------------- ----------- ------------- ----------
Numerator:
Net Loss $ (171) $ (1,466) $(1,706) $(1,842)
---------------- ----------- ------------- -----------
Denominator: ---------------- ----------- ------------- -----------
Denominator for basic loss
per share-
Weighted average shares
outstanding 7,847,515 7,847,515 7,847,515 7,847,515
Effect of dilutive
securities - - - -
---------------- ----------- ------------- ----------
Denominator for diluted ---------------- ----------- ------------- -----------
loss per share 7,847,515 7,847,515 7,847,515 7,847,515
Loss per basic and diluted
common share $ (.02) $ (.19) $ (.22) $ (.24)
---------------- ----------- ------------- -----------
---------------- ----------- ------------- -----------
Common shares outstanding for the current year and prior year ended were reduced
by 628,566 shares of treasury stock.
The computation of diluted shares outstanding does not include 1,825,055
employee stock options and 65,000 warrants to purchase Company common stock,
since the effect of their assumed conversion would be anti-dilutive.
SEGMENT INFORMATION
The Company has two reportable segments, which are Medical Imaging Systems and
Power Conversion Group. Interim segment information is as follows:
Medical Power
For three months ended Imaging Conversion
January 26, 2002 Systems Group Other Total
- ---------------------- --------- ------- -------- --------
Net Sales to Unaffiliated Customers $14,321 $10,080 - $24,401
--------- ------- -------- --------
--------- ------- -------- --------
Operating Income (Loss) before
unusual items 1,277 (974) - 303
Facilities reorganization costs - 35 - 35
--------- ------- -------- --------
Operating Income (Loss), as reported $ 1,277 ($ 1,009) - $ 268
--------- ------- -------- --------
--------- ------- -------- --------
For three months ended
January 27, 2001
- ----------------------
Net Sales to Unaffiliated Customers $11,691 $11,518 - $23,209
--------- ------- -------- --------
--------- ------- -------- --------
Operating Income (Loss) before
unusual items 365 (1,151) - (786)
Litigation settlement costs - - 1,108 1,018
--------- ------- -------- --------
Operating Income (Loss) , as reported $ 365 $(1,151) $(1,018) $(1,804)
--------- ------- -------- --------
--------- ------- -------- --------
9
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
Medical Power
For six months ended Imaging Conversion
January 26, 2002 Systems Group Other Total
- ---------------------- --------- ------- -------- --------
Net Sales to Unaffiliated Customers $23,961 $19,921 - $43,882
--------- ------- -------- --------
--------- ------- -------- --------
Operating Income (Loss) before
unusual items 1,651 (3,437) - (1,786)
Facilities reorganization costs - 77 - 77
Litigation settlement benefit $(258) (258)
--------- ------- -------- --------
Operating Income (Loss), as
reported $ 1,651 $ (3,514) $ 258 $ (1,605)
--------- ------- -------- --------
--------- ------- -------- --------
For six months ended
January 27, 2001
- -----------------------
Net Sales to Unaffiliated Customers $24,288 $21,068 - $45,356
--------- ------- -------- --------
--------- ------- -------- --------
Operating Income (Loss) before
unusual items 291 (1,318) - (1,027)
Litigation settlement costs - - 1,018 1,018
--------- ------- -------- --------
Operating Income (Loss), as
reported $ 291 $(1,318) $(1,018) $ (2,045)
--------- ------- -------- --------
--------- ------- -------- --------
Registrant's identifiable assets did not change significantly from amounts
appearing in the July 28, 2001 Consolidated Segment Information (See Financial
Statements filed as an exhibit under item 7 Form 8-K dated April 5, 2002.
10
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONTINGENCIES
Security and Exchange Commission ("SEC") Investigation - On December 11, 2000,
the Division of Enforcement of the SEC issued a formal Order Directing Private
Investigation, designating SEC officers to take testimony and requiring the
production of certain documents, in connection with matters giving rise to the
need to restate the Company's previously issued financial statements. The
Company has provided numerous documents to and continues to cooperate fully with
the SEC staff. In connection with the ongoing SEC investigation, there is a
possibility that the SEC will assess some monetary fine against the Company in
connection with the accounting practices under review. The likelihood or the
dollar amount of such a fine or penalty is unknown at this time. Management of
the Company cannot predict the duration of such investigation or its potential
outcome.
Class Action Litigation - A consolidated class action complaint against the
Company, certain of its former officers and directors and its auditors was filed
in the United States District Court for the Southern District of New York. The
complaint alleged violations of the federal securities laws and sought to
recover damages on behalf of all purchasers of the Company's common stock during
the class period November 6, 1997 to November 6, 2000. The complaint sought
rescission of the purchase of shares of the Company's Common Stock or
alternatively, unspecified compensatory damages, along with costs and expenses
including attorney's fees.
On July 26, 2001, the Company and certain other defendants reached an agreement
in principle to settle the complaint. Under the terms of the settlement, the
Company will provide the plaintiffs: (i) a $2,000,000 subordinated note due five
years from the date of issuance with interest in arrears accrued at 6% per
annum; (ii) 2.5 million shares of the Company's common stock; and, (iii) 1
million warrants to purchase the Company's Common Stock at $2 per share. The
Warrants are callable by the Company at $0.25 per share if the Company stock
trades at a price in excess of $4 for 10 days or more. This settlement was
approved by the United States District Court for the Southern District of New
York on January 29, 2002.
Management of the Company believes the terms of the agreement in principle
provided a reasonable basis to estimate the value of the Company's portion of
the settlement as of July 28, 2001 and, accordingly, recorded a charge of
$9,759,000 in fiscal year 2001. This amount was calculated using a discount
factor of 12% to present value the subordinated note, the per share price of
$1.50 that was the closing price of the Company's stock in the over the counter
market on July 28, 2001, and an option pricing model to value the warrants.
Also included in the charge are legal and other specialized fees incurred
through July 2001 of $3,572,000 and an accrual of legal and related fees to be
incurred in the future of $821,000.
When the Court approved the class action settlement on January 29, 2002, and
opportunities for appeal expired on March 21, 2002, all uncertainty regarding
the final value of the securities issued by the Company in the settlement had
been eliminated. Therefore, in the Third Quarter of Fiscal Year 2002, the
Company will recognize an additional charge related to the increase in the value
of the common stock and warrants from July 28, 2001, to January 29, 2002. This
additional charge will be approximately $7,000,000.
Department of Defense Investigation-On March 8, 2002, RFI Corporation, a
subsidiary of the Company and part of the Power Conversion Group segment, was
served with a subpoena by the US Attorney Eastern District of New York. RFI
supplies noise suppression filters for communications and defense applications.
A portion of RFI's sales is to prime contractors to the US Government, and
approximately 14% to 17% of RFI's sales over each of the last three years has
been sales directly to the Department of Defense ("DoD"), Defense Supply Centers
("DSC") or to the US Armed Forces.
11
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company believes that the DoD has launched an investigation into RFI's
quality control practices and record keeping. In addition, the DoD appears to be
investigating other suppliers, some of whom may be distributors who sell many
different components to the DoD, including some parts that may be manufactured
by RFI.
The Company is fully cooperating with this investigation, and has retained
special counsel to represent the Company on this matter. Management of the
Company cannot predict the duration of such investigation or its potential
outcome.
Employment Matters - The Company had an employment agreement with the former
Chief Executive Officer through July 2005. The agreement provided a minimum base
salary, deferred compensation and bonuses, as defined. The Company accrued
deferred compensation at a rate of 5% of pretax income with a minimum of $100
and a maximum of $125.
In the third quarter of fiscal 2001, the employment of the former Chief
Executive Officer was terminated. In connection with the termination of the
former Chief Executive Officer's employment, there is a possibility of the
former Chief Executive Officer making certain claims under his employment
agreement. The Company believes that is has substantiated counterclaims that it
could assert in any such action and, therefore, believes that its exposure to
such a potential claim is not material to the Company's consolidating financial
statements.
In order to protect and assert the counter claims referred to above, the Company
filed a lawsuit against the former Chief Executive Officer in the United States
District Court, Southern District of New York, alleging fraudulent and other
wrongful acts, including securities law violations, fraudulent accounting
practices, breaches of fiduciary duties, insider trading violations and
corporate mismanagement. The complaint seeks damages in excess of $15 million.
The former Chief Executive Officer has not yet filed an answer but is expected
to counterclaim for damages based on the termination of his employment by the
Company, and may seek damages in excess of $3 million. The Company intends to
pursue vigorously its claims against the former Chief Executive Officer and
believes it has meritorious defenses to the expected counterclaims.
The Company has entered into an employment agreement with its new Chief
Executive Officer for the period July 2001 to April 2004. The terms of this
agreement provide base salary, bonuses and deferred compensation. The new Chief
Executive Officer may earn a bonus, which will be based on a percentage of his
base salary, if certain performance goals established by the board are achieved.
The new Chief Executive Officer's agreement provides that the new Chief
Executive Officer will have the option to defer a portion of his bonus. In
addition, the new Chief Executive Officer's employment agreement provides for
certain payments in the event of death, disability or change in the control of
the Company.
Other Legal Matters - The Company is a defendant in several other legal actions
arising from normal course of business. On the advice of counsel, management
believes the Company has meritorious defenses to such actions and that the
outcomes will not be material to the Company's consolidated results of
operations or consolidated financial condition.
12
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Management Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements. Such statements involve various
risks that may cause actual results to differ materially. These risks include,
but are not limited to, the ability of the Company to grow internally or by
acquisition and to integrate acquired businesses, changing industry or
competitive conditions, and other risks referred to in the Company's
registration statements and periodic reports filed with the Securities and
Exchange Commission.
Overview
As noted earlier in the Contingencies note to the interim financial statements,
the SEC is conducting a formal investigation in connection with the Company's
financial consolidated statements issued in fiscal year 2000 and previous years.
Prior to this current 10Q filing, the Company last made a 10Q filing in June
2000 for the quarter ended April 29, 2000. In April of 2002, the Company filed
audited financial statements for Fiscal year 2001 and an audited Balance Sheet
as of July 29, 2000 as exhibits to a Form 8-K. This current 10Q filing is a new
filing for quarterly periods subsequent to July 29, 2000 and includes quarterly
data not previously reported in a Form 10Q filing.
During the fourth calendar Quarter of 2002, the Company will attempt to file an
Annual Report on Form 10K for fiscal 2002. This filing will include operating
results for Fiscal 2002 and 2001, and the Company will attempt to include
operating results for Fiscal 2000, and a restatement of operating results for
Fiscal 1997 through 1999. No assurance can be given that the Company will be
successful in this effort to complete financial statements for the Fiscal 2000
period, or the restatement of past periods.
In the future, the Company expects to be able to file timely quarterly reports.
Despite the Company's legal and regulatory problems, the Company's main
businesses continue to compete vigorously and Del continues to enjoy solid
relationships with its customers. The withdrawal of a major medical systems
group competitor is expected to contribute to increased orders and sales for the
Medical Imaging Group. Del's Power Conversion Group has been selected as a
supplier of high voltage power systems by the two FAA qualified manufacturers of
Explosive Detection Systems ("EDS") for checked baggage.
CRITICAL ACCOUNTING POLICIES
Significant accounting policies are outlined in the footnotes to the Company's
annual financial statements referred to above, and the financial statements
included in this 10Q should be read in conjunction with those annual financial
statements and related footnotes. In addition to those accounting policies
outlined in the Company's annual financial statements for the year ended July 28
2001, the Company also uses certain estimates in determining interim operating
results. The most significant estimates in interim reporting relate to the
valuation of inventories. For certain subsidiaries, for interim periods, the
Company makes an estimate of the amount of labor and overhead costs attached to
finished goods inventories. As of July 28 2001, finished goods represented
approximately 15% of the net carrying value of the Company's total net
inventory. In addition, at one subsidiary, the valuation of all inventories at
an interim period end is valued on a gross margin roll-forward method. In most
quarters, the value of this subsidiary's inventory represents approximately 15%
of the Company's net carrying value of inventory (excluding that subsidiary's
finished goods, which would be included in the discussion above regarding
finished goods). Management believes the estimation methodologies used in both
these cases to be appropriate.
13
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
Consolidated Results of Operations
Net sales for the Q2 of 2002, three months ended January 26, 2002, were
approximately $ 24.4 million as compared to approximately $ 23.2 million for the
three months ended January 27, 2001, an increase of 5%. Del's Medical Imaging
business accounted for all of that year on year one-quarter sales increase (up
$2.6 million versus the previous year's Q2), offset by a decline in sales at
Del's Power Conversion Group. Net sales for the six months ended January 26,
2002 were approximately $43.9 million as compared to approximately $45.4 million
for the six months ended January 27, 2001, a decrease of 3%.This decrease is due
to lower sales in its Power Conversion Group and Medical Imaging Systems
segments of $1.1million and $300,000 respectively.
Gross Margins in Q2 of Fiscal 2002 versus 2001 improved from 19% to 26%. Gross
Margin improvements were achieved at both the Power Conversion Group and the
Medical Imaging Group. The improvement in the Power Conversion Group resulted
from product mix improvements, despite a sales decline. The Gross Margin
improvements in the Medical Imaging Group were achieved both in North America
(principally due to improved pricing) and in Villa, its Italian subsidiary,
(principally due to increased volume) .Gross margins for the six month period
were also improved year to year, 23% versus 19%, principally due to increased
margins at the Medical Imaging Systems segment.
Research and development expenses were approximately $ 625,000 and $1.2 million
for the three and six month periods of fiscal 2002 versus $ 815,000 and $1.5
million for comparable fiscal 2001 periods. Despite reduced spending for
research and development for the three and six month periods compared to the
same periods in 2001, the Company continues to invest in research and
development but allocates resources more judiciously in projects that it expects
will lead to new products and increased profits.
Selling, general and administrative expenses were approximately $5.4 million and
$4.5 million for three-month periods ended January 26, 2002 and January 27,
2001, respectively. Selling, general and administrative expenses were
approximately $10.7 million for the six months ended January 26, 2002 as
compared to approximately $8.3 million in the comparable period in fiscal 2001.
The increase of selling, general and administrative costs was due to increased
audit and specialized accounting fees.
Litigation settlement costs are not expected to be significant going forward in
fiscal 2002, but the Company will be reporting significant expenses in the third
and fourth quarters of 2001 as it did in the second quarter of 2001. The Company
recognized additional facilities reorganization costs ($35,000 and $77,000 for
the three and six month's periods in 2002) from the finalization of severance
arrangements from the shutdown of its Dynarad plant. . In Del's third Quarter of
Fiscal 2002 (ended April) the Company will recognize a $7 million non cash
charge associated with the finalization of the class action litigation
settlement in Q2 of Fiscal 2002.
Net interest expense was approximately $325,000 for the three months ended
January 26, 2002 as compared to approximately $224,000 for the corresponding
period in the prior year. Net interest expense was approximately $787,000 for
the six months ended January 26, 2002 as compared to approximately $491,000 for
the corresponding period in the prior year. These increases are due to higher
interest rates and higher levels of debt for both periods.
Income tax benefits were approximately 35% of pretax loss for the three and six
months ended January 26, 2002 and approximately 38% for the three and six months
ended January 27, 2001.
The net loss of $171,000 was significantly lower for the current three-month
period of fiscal 2002 when compared to a loss of $1.5 million for the comparable
period in fiscal 2001 due to higher gross margins. The net loss was
approximately $1.7 million for the six months ended January 26, 2002, very
similar to the loss recognized of $1.8 million for the prior corresponding
period. Gross margin increases and the lack of litigation settlement charges
were offset by increased selling, general and administrative expenses.
14
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
Basic and Diluted loss per share for the three months ended January 26, 2002,
$(.02), compares with a loss of $(.19) for the period ended January 27, 2001.
Increased gross margins and the absence of litigation costs improved results and
led to a lower loss for the period.
Basic and Diluted Loss per share for the six- month period ended January 26,
2002 was $(.22) compared with $(.24) for the prior year six months. Higher
margins and less litigation settlement costs were offset by increased selling,
general and administrative expenses as well as higher interest charges.
The weighted number of common shares outstanding was unchanged as there were no
stock transactions for the period. No additional shares were issued or retired
during the period. Therefore, shares used for calculating loss per share was
unchanged from the previous period at 7,847,515. Basic and fully diluted shares
are the same for all periods reported.
FINANCIAL CONDITION
Liquidity and Capital Resources
The Company has funded its operations through a combination of cash flow from
operations and bank borrowings.
Working Capital - At January 26, 2002 and July 28, 2001, the Company's working
capital was approximately
$ 20.3 million and $22.3 million, respectively. At such dates the Company had
approximately $1.9 million and $1.4 million, respectively, in cash and cash
equivalents. The Company has reduced its short-term and callable debt by
approximately $2.6 million since July of 2001.
Trade receivables decreased approximately $ 1.6 million at January 26, 2002 as
compared to July 28, 2001. Inventory at January 26, 2002 also decreased
approximately $ 3.2 million as compared to July 28, 2001.
Credit Facility and Borrowing -As a result of the delay in issuing the July 29,
2000 financial statements, the Company is not in compliance with the terms of
its U.S. credit agreement, and the amounts outstanding under such agreement
($7.8 million at January 26, 2002 and $8.5 million at July 28, 2001,
respectively), are callable by the lenders. The Company's U.S. subsidiaries'
cash and investment balances at January 26, 2002 are not sufficient to fund the
repayment of the amounts owed under the U.S. subsidiaries' debt agreement.
On March 21, 2002, the Company signed a commitment letter for working capital
financing with a replacement lender. This new credit facility is for $10
million. Conditions for closing of this new credit facility are customary for
these types of agreements, and management believes that it will be able to close
this new financing during the fourth quarter of fiscal 2002.
The Company anticipates that cash generated from operations and amounts
available from its new credit facility will be sufficient to satisfy its
currently projected operating cash needs.
Capital Expenditures -The Company continues to invest in capital equipment,
principally for its manufacturing operations, in order to improve its
manufacturing capability and capacity. The Company has expended approximately
$710,000 for capital equipment for the six-month period ended January 26, 2002.
15
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
Shareholders' Equity -Shareholders' equity has declined to approximately $ 40.3
million at January 26, 2002 from approximately $41.8 million at July 28, 2001,
due to the loss reported for the period.
Obligation to issue Shares and Warrants - The Company's Obligation to issue
shares and warrants included in the shareholder's equity section, reflect the
terms of the settlement reached in July 2001 in connection with a class action
complaint brought by shareholders against the Company and other parties. As a
result of the settlement, the Company is obligated to issue subordinated notes,
shares and warrants to certain shareholders. The equity portion of the
settlement totaled $4,410,000 and appears as "Obligation to issue Shares and
Warrants" in the consolidated balance sheet. Common shares were valued at
$3,750,000 and warrants at $660,000. These shares and warrants were revalued at
January 29, 2002 when final court approval was obtained with a resulting
increase in value of $7,000 resulting in a non-cash charge in the third quarter
of fiscal 2002.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Historically and as of January 26, 2002, the Company has not used derivative
instruments or engaged in hedging activities. The Company is exposed to foreign
currency and interest rate risks. The Company's 80% owned Italian subsidiary
maintains its financial records in Euros and converts them to US Dollars.
PART II
Item 1. Legal Proceedings
See notes to financial statements
Item 6. Exhibits and Reports on Form 8-K
b: Reports on Form 8-K
Audited Consolidated Balance Sheets of the Registrant and
its Subsidiaries as of July 28, 2001 and July 29, 2000, and
the Related Consolidated Statements of Operations,
Stockholders' Equity, and Cash Flows for the Fiscal Year
ended July 28, 2001 were filed on April 5, 2002 with the
Securities and Exchange Commission on Form 8-K.
16
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/ Samuel Park
-----------------------
Samuel Park
Chief Executive Officer
and President
/S/Thomas V Gilboy
-----------------------
Thomas V Gilboy
Chief Financial Officer,
Vice President
Dated : May 23,2002