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 April 27, 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 April 27,
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 Nine Month periods Ended April 27, 2002 and April 28, 2001 3
Consolidated Balance Sheets - April 27, 2002 and July 28, 2001 4-5
Consolidated Statements of Cash Flows for the Nine Months Ended 6
April 27, 2002 and April 28, 2001
Notes to Consolidated Financial Statements 7-12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 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 Nine Months Ended
April 27, April 28, April 27, April 28,
2002 2001 2002 2001
----------- ---------- --------- -----------
NET SALES $ 26,850 $ 25,857 $ 70,732 $ 71,213
COST OF SALES 20,561 19,093 54,356 55,643
----------- ---------- --------- ----------
GROSS MARGIN 6,289 6,764 16,376 15,570
----------- ---------- --------- ----------
Selling, general and
administrative 5,140 3,994 15,807 12,316
Research and development 780 718 1,986 2,229
Litigation settlement costs 7,236 1,578 6,978 2,596
Facilities reorganization
costs - 52 77 52
----------- ---------- --------- ----------
Total operating expenses 13,156 6,342 24,848 17,193
----------- ---------- --------- ----------
OPERATING (LOSS) INCOME (6,867) 422 (8,472) (1,623)
Interest expense - net (551) (266) (1,338) (757)
Other income (expense) 74 (115) 105 (180)
----------- ---------- --------- ---------
(LOSS) INCOME BEFORE INCOME TAX
BENEFIT AND MINORITY INTEREST (7,344) 41 (9,705) (2,560)
INCOME TAX (BENEFIT) PROVISION (2,247) 16 (3,079) (966)
----------- ---------- --------- ---------
(LOSS) INCOME BEFORE MINORITY
INTEREST (5,097) 25 (6,626) (1,594)
MINORITY INTEREST 55 27 232 250
----------- ---------- --------- ---------
NET LOSS $(5,152) $ (2) $(6,858) $ (1,844)
============ =========== ========= =========
LOSS PER COMMON SHARE:
BASIC AND DILUTED $(.66) - $(.88) $(.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
April 27, 2002 July 28, 2001
---------------- -------------
CURRENT ASSETS
Cash and cash equivalents $ 3,879 $ 1,402
Marketable securities 52 379
Trade receivables (net of allowance
for doubtful accounts of $726 and $607
at April 27, 2002 and July 28, 2001 17,819 19,026
Inventory - net 23,641 27,528
Deferred income tax asset - current 1,859 4,643
Refundable income taxes - current 1,393 -
Prepaid expenses and other current
assets 752 391
----------------- ---------------
Total current assets 49,395 53,369
REFUNDABLE INCOME TAXES 3,029 3,829
FIXED ASSETS - Net 8,990 9,731
DEFERRED INCOME TAX ASSET-NON CURRENT 14,170 9,796
GOODWILL - Net 3,279 3,450
INTANGIBLES-Net 527 666
OTHER ASSETS 589 817
----------------- ---------------
TOTAL ASSETS $79,979 $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
April 27, 2002 July 28, 2001
---------------- -------------
CURRENT LIABILITIES
Short-term credit facilities $ 1,941 $ 4,450
Callable debt 7,750 8,500
Current portion of long-term debt 703 790
Accounts payable - trade 9,405 7,823
Accrued liabilities 8,589 8,825
Deferred compensation liability 245 228
Income taxes payable 390 484
---------------- -------------
Total current liabilities 29,023 31,100
NON-CURRENT LIABILITIES
Long-term debt 4,371 4,703
Subordinated note 1,564 -
Obligation to issue subordinated note - 1,519
Other long-term liabilities 1,986 1,927
---------------- ------------
Total liabilities 36,944 39,249
---------------- ------------
MINORITY INTEREST IN SUBSIDIARY 859 618
---------------- ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY Common stock, $.10 par value; Authorized 20,000,000 shares;
Issued - 8,476,081 shares at April 27, 2002 and July 28,
2001 847 847
Additional paid-in capital 54,010 52,187
Obligation to issue shares and warrants 9,750 4,410
Accumulated other comprehensive loss (311) (391)
Accumulated deficit (16,618) (9,760)
Less common stock in treasury - 628,566
shares at April 27,2002 and July 28,
2001 (5,502) (5,502)
---------------- ------------
Total shareholders' equity 42,176 41,791
---------------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $79,979 $81,658
================= =============
See notes to consolidated financial statements
5
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
-----------------------------
April 27, 2002 April 28, 2001
----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,858) $ (1,844)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization 1,982 2,304
Deferred income tax benefit (3,365) (1,180)
Loss on sale of fixed assets 47 37
Unrealized gain on sale of marketable
securities (29) -
Loss (Gain) on sale of investments 62 (352)
Non-cash litigation settlement costs 7,050 -
Minority interest 232 250
Stock based compensation expense 114 116
Imputed interest in subordinated notes 45 -
Changes in operating assets and liabilities
Decrease (Increase) in trade receivables 1,358 (1,069)
Decrease (Increase) in inventory 4,101 (3,118)
(Increase) Decrease in prepaid expenses and
other current assets (359) 33
Decrease in refundable income taxes 1,000 346
Decrease in other assets 223 293
Increase (Decrease) in accounts payable - trade 1,554 (800)
(Decrease) Increase in accrued liabilities (253) 1,979
Increase (Decrease) in income taxes payable 145 (217)
Increase (Decrease) in other long-term
liabilities 21 (279)
Increase (Decrease) in deferred compensation
liability 17 (1,374)
----------------- --------------
Net cash provided by (used in) operating
activities 7,087 (4,875)
----------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed asset purchases (875) (578)
Net proceeds from sale of marketable
securities 294 1,241
----------------- --------------
Net cash (used in) provided by investing
activities (581) 663
----------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings - 6,336
Repayment of bank borrowings (4,011) (194)
Stock repurchase - (108)
----------------- --------------
Net cash (used in) provided by financing
activities (4,011) 6,034
----------------- --------------
EFFECT OF EXCHANGE RATE CHANGES (18) (1)
----------------- --------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 2,477 1,821
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD 1,402 888
----------------- --------------
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD $ 3,879 $2,709
================= ==============
See notes to consolidated financial statements
6
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
1. 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 9,
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 Statement of Financial Accounting
Standards ('SFAS") No. 52, "Foreign Currency Translation."
2. NEW ACCOUNTING PRONOUNCEMENTS
During July 2001, the Financial Accounting Standards Board ("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)
3. 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.
April 27, 2002 July 28, 2001
----------------- ----------------
Raw materials and purchased parts $ 12,075 $ 13,671
Work-in-process 11,031 15,069
Finished goods 4,056 3,986
----------------- ----------------
27,162 32,726
Less allowance for obsolete and excess
inventory (3,521) (5,198)
----------------- ----------------
Total inventory, net $ 23,641 $ 27,528
================== ================
4. 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
April 27, 2002 April 28, 2001
---------------- ----------------
Net Loss $(5,152) $ (2)
Foreign currency translation adjustments (63) (123)
---------------- ----------------
Comprehensive loss $(5,215) $ (125)
================ ================
For the Nine Months Ended
April 27, 2002 April 28, 2001
---------------- ----------------
Net Loss $(6,858) $(1,844)
Foreign currency translation adjustments 80 (69)
---------------- ----------------
Comprehensive loss $(6,778) $(1,913)
================ ================
8
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands except share data)
(Unaudited)
5. LOSS PER SHARE
Three Months Nine Months
---------------------------- -----------------------
April 27, April 28, April 27, April 28,
2002 2001 2002 2001
---------------- ----------- ------------- ----------
Numerator:
Net Loss $ (5,152) $ (2) $(6,858) $(1,844)
================ =========== ============= ==========
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 $ (.66) $ (.0) $ (.88) $ (.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 1,065,000 warrants to purchase Company common stock,
since the effect of their assumed conversion would be anti-dilutive.
6. 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
April 27, 2002 Systems Group Other Total
- ---------------------- --------- ------- -------- --------
Net Sales to Unaffiliated Customers $15,489 $11,361 - $26,850
========= ======= ======== ========
Operating Income before
unusual items $ 873 $ (504) - $ 369
Litigation settlement costs - - $ 7,236 7,236
--------- ------- -------- --------
Operating Income (Loss), as reported $ 873 $ (504) $(7,236) $(6,867)
========= ======= ======== ========
For three months ended
April 28, 2001
- -----------------------
Net Sales to Unaffiliated Customers $ 12,489 $13,368 - $ 25,857
========= ======== ======== ========
Operating Income (Loss) before
unusual items $ 661 $ 1,391 - $ 2,052
Litigation settlement costs - - $ 1,578 1,578
Facilities reorganization costs 52 - - 52
--------- -------- -------- --------
Operating Income (Loss) , as reported $ 609 $1,391 $(1,578) $ 422
========= ======== ======== ========
9
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
Medical Power
For nine months ended Imaging Conversion
April 27, 2002 Systems Group Other Total
- ---------------------- --------- ------- -------- --------
Net Sales to Unaffiliated Customers $ 39,450 $ 31,282 - $ 70,732
========= ======= ======== ========
Operating Income (Loss) before
unusual items $ 2,524 $(3,941) - $(1,417)
Litigations settlement costs - - $ 6,978 6,978
Facilities reorganization costs - 77 - 77
--------- ------- -------- --------
Operating Income (Loss), as
reported $ 2,524 $(4,018) $(6,978) $(8,472)
========= ======= ======== ========
For nine months ended
April 28, 2001
- -----------------------
Net Sales to Unaffiliated Customers $ 36,778 $34,435 - $ 71,213
========= ======= ======== ========
Operating Income before
unusual items $ 952 $ 73 - $ 1,025
Litigation settlement costs - - $ 2,596 2,596
facilities reorganization costs 52 - - 52
--------- ------- -------- --------
Operating Income (Loss), as
reported $ 900 $ 73 $(2,596) $(1,623)
========= ======= ======== ========
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 9, 2002.
10
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
7. 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 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
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 and an accrual of legal and related fees to be incurred in the future of
$821.
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 did 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 is approximately $7,050.
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
(Dollars in Thousands)
(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. 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.
8. SUBSEQUENT EVENTS
New Credit Facility- The Company has finalized its new $10 million credit
facility for its U.S. subsidiaries with Transamerica Business Capital Corp as of
June 10, 2002, eliminating the default condition on its current outstanding
credit facility. The new credit facility allows the Company to repay all U.S.
borrowings, and provides working capital for future growth. The new U.S. credit
facility has a term of 3 years. Pricing in the new credit facility starts at the
base rate plus .75%, but can be adjusted based on company performance.
Issuance of warrants and subordinated notes - On March 28, 2002, the Company
issued the warrants and subordinated notes in connection with the class action
litigation settlement referred to above in the contingencies footnote. In May
2002, these securities, plus the 2.5 million shares of Commom Stock also issued
in connection with the class action litigation were distributed to class
participants.
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. Statements about future results
made in this Form 10-Q may constitute 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. The Company cautions 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, the ability of the Company
to implement its business plan, management changes, changing industry and
competitive conditions, obtaining anticipated operating efficiencies, securing
necessary capital facilities, favorable determinations in various legal and
regulatory matters and favorable general economic conditions and other risks
referred to in the Company's registration statements and periodic reports filed
with the Securities and Exchange Commission. Actual results could differ
materially from those expressed or implied in the forward-looking statements.
Overview
As noted earlier in the Contingencies note to the interim consolidated financial
statements (Note 7), the SEC is conducting a formal investigation in connection
with the Company's financial statements issued in fiscal year 2000 and previous
years. In May 2002, the Company filed with the SEC the 10Q reports required for
the quarters ended October and January of fiscal 2002. Prior to those filings,
the Company last made a 10-Q 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 also 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 1998 and 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 Q3 of 2002, three months ended April 27, 2002, were approximately
$ 26.9 million as compared to approximately $ 25.9 million for the three months
ended April 28, 2001, an increase of 4%. The Company's Medical Imaging business
accounted for all of that year on year one-quarter sales increase (up $3.0
million versus the previous year's Q3), offset by a decline in sales at the
Power Conversion Group. Net sales for the nine months ended April 27, 2002 were
essentially flat at $70.7 million when compared to approximately $71.2 million
for the nine months ended April 28, 2001. Increased sales at the Medical Imaging
Systems Group were offset by lower sales at the Power Conversion Group.
Gross Margins in Q3 of Fiscal 2002 versus Q3 of 2001 declined to 23% from 26%.
Gross Margin was slightly higher at the Medical Imaging Systems but lower at the
Power Conversion Group. Gross margins for the nine month period improved year to
year, 23% versus 22%, principally due to increased margins at the Medical
Imaging Systems segment. Quarter to quarter margin percentages for fiscal 2002
have tended to fluctuate due to sales mix and costs. The Company continues to
review its product offerings and as result, discontinued and obsolete items will
have some impact on margins until these evaluations are completed.
Research and development expenses were approximately $ 780,000 and $2 million
for the three and nine month periods of fiscal 2002 versus $ 718,000 and $2.2
million for comparable fiscal 2001 periods. Despite reduced spending for
research and development for the nine month period compared to the same period
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 $5.1 million and
$4 million for three-month periods ended April 27, 2002 and April 28, 2001,
respectively. Increased audit, specialized accounting and legal expenses
accounted for the quarter to quarter increase. Selling, general and
administrative expenses were approximately $15.8 million for the nine months
ended April 27, 2002 as compared to approximately $12.3 million in the
comparable period in fiscal 2001.The increase of selling, general and
administrative costs was due primarily to increased audit and specialized
accounting fees of approximately $2 million.
As result of obtaining the final court approval of the class action settlement
agreement, the Company has recognized an additional non-cash charge of $7.05
million in Q3 attributable to the final valuation of the shares and warrants to
be issued. These shares and warrants were originally valued at $4.4 million in
July 2001 pending final court approval but as of the final settlement date
January 29, 2002 were revalued upward by $ 7.05 million to $11.5 million. The
Company also incurred additional legal expenses of approximately $200,000 making
the total charge $ 7.2 million in Q3 of fiscal 2002. Legal and specialized
accounting costs of approximately $1.6 million were also charged to Litigation
settlement costs in Q3 of fiscal 2001. The Company does not expect to have
significant additional expenses in Q4 of 2002.
Net interest expense was approximately $551,000 for the three months ended April
27, 2002 as compared to approximately $266,000 for the corresponding period in
the prior year. Net interest expense was approximately $1,338,000 for the nine
months ended April 27, 2002 as compared to approximately $757,000 for the
corresponding period in the prior year. These increases are due primarily to
higher interest rates and fees and the interest on the subordinated notes issued
in connection with the class action settlement agreement.
Income tax benefits as a percentage of pre-tax losses for the three and nine
months ended April 27, 2002 were 31% and 32% respectively. The comparable income
tax provision/benefit percentage for the prior year three and nine month periods
were 39% and 38% respectively.
The net loss of approximately $5.2 million was significantly higher for the
current three-month period of fiscal 2002 when compared to a breakeven result
for the comparable quarter in fiscal 2001 due primarily to the additional
non-cash charge of approximately $7.05 million related to the finalization of
the class action litigation settlement.
14
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
Year to date net loss was approximately $6.9 million for the nine months ended
April 27, 2002, which compares with a net loss of $1.8 million recognized in the
nine months ended April 28, 2001 due to the non-cash charge in connection with
the litigation and also the higher auditing and specialized accounting fees.
Basic and Diluted loss per share for the three months ended April 27, 2002,
$(.66), compares with a loss of $(.0) for the period ended April 28, 2001. Basic
and Diluted Loss per share for the nine-month period ended April 27, 2002 was
$(.88) compared with $(.24) for the prior year nine months. Higher litigation
settlement costs and increased selling, general and administrative expenses as
well as higher interest charges led to the higher loss per share.
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 April 27, 2002 and July 28, 2001, the Company's working
capital was approximately $20.4 million and $22.3 million, respectively. At such
dates the Company had approximately $3.9 million and $1.4 million, respectively,
in cash and cash equivalents. The Company has reduced its short-term and
callable debt by approximately $3.3 million since July of 2001.
Trade receivables decreased approximately $ 1.2 million at April 27, 2002 as
compared to July 28, 2001. Inventory at April 27, 2002 also decreased
approximately $ 3.9 million as compared to July 28, 2001.
Credit Facility and Borrowing - As of June 10, 2002 the Company finalized its
agreement with Transamerica Business Capital for a new $10 million senior
revolving credit facility which replaces the Company's existing facility and
also eliminates any defaults on the existing US loans.
As a result of the delay in issuing the July 29, 2000 financial statements, the
Company was not in compliance with the terms of its prior U.S. credit agreement,
and the amounts outstanding under such agreement ($7.8 million at April 27, 2002
and $8.5 million at July 28, 2001, respectively), were callable by the lenders.
The Company's U.S. subsidiaries' cash and investment balances at April 27, 2002
were not sufficient to fund the repayment of the amounts owed under the U.S.
subsidiaries' debt agreement.
Obligation to issue Subordinated Notes- Subordinated notes of $1.519 million
previously reported unisssued have now been issued and are shown separately on
the balance sheet including principal and interest.
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
$875,000 for capital equipment for the nine-month period ended April 27, 2002.
15
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
Shareholders' Equity -Shareholders' equity increased slightly to $42.2 million
at April 27, 2002 from approximately $41.8 million at July 28, 2001, due to the
increase in value of the shares and warrants as described in the following
paragraph, Obligation to issue Shares and Warrants.
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 and finalized on January 29, 2002
in connection with a class action complaint brought by shareholders against the
Company and other parties. As a result of the settlement, the Company has issued
subordinated notes, warrants and shares to certain shareholders. The equity
portion of the settlement in common shares totaled $9,750,000 and appears as
"Obligation to issue Shares and Warrants" in the consolidated balance sheet at
April 27, 2002. The portion attributable to warrants is reflected in Paid in
Capital. The Common shares were issued and distributed in May 2002, see the
subsequent events (Note 8). In July 2001, common shares were initially 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 $7,050,000 ($6,000,000 share value increase, $1,050,000
warrant value increase) 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 April 27, 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 translates 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 9, 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 : June 11, 2002