SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended April 27, 1996 Commission File Number 1-10512 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 Identification No.) incorporation or organization) One Commerce Park, Valhalla, NY 10595 (Address of principal executive offices) (Zip Code) (914) 686-3600 (Registrant's telephone number including area code) . (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 X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Common Stock - 4,399,385 shares PART I Item 1. Financial Statements Consolidated Balance Sheets - April 27, 1996 and July 29, 1995. Consolidated Statements of Income for the Three Months and Nine months ended April 27, 1996 and April 29, 1995. Consolidated Statements of Cash Flows for the Nine Months ended April 27, 1996 and April 29, 1995. Notes to Consolidated Financial Statements 1 DEL GLOBAL TECHNOLOGIES CORP. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS April 27, July 29, 1996 1995 ---- ---- CURRENT ASSETS Cash and cash equivalents ................. $ 257,612 $ 505,989 Investments available-for-sale ............ 521,178 378,534 Trade receivables ......................... 9,097,940 6,456,853 Cost and estimated earnings in excess of billings on uncompleted contracts ...... 404,030 395,847 Inventory ................................. 24,801,227 18,038,358 Prepaid expenses and other current assets . 1,831,172 1,117,963 --------- --------- Total current assets ................... 36,913,159 26,893,544 ---------- ---------- Fixed assets - net ................................ 8,910,532 7,752,781 Goodwill - net .................................... 2,770,322 2,865,408 Intangibles and other assets ...................... 3,284,419 1,542,901 --------- --------- TOTAL ............................................. $51,878,432 $39,054,634 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt ......... $ 1,514,815 $ 943,383 Accounts payable - trade .................. 3,686,868 2,539,615 Accrued liabilities ....................... 3,940,388 2,484,435 Income taxes .............................. 649,639 277,830 ------- ------- Total current liabilities .............. 9,791,710 6,245,263 --------- --------- LONG-TERM LIABILITIES Long-term debt (less current portion included above) ........................ 17,935,091 11,902,951 Other ..................................... 785,971 775,541 Deferred income taxes ..................... 678,463 605,806 ------- ------- Total liabilities ...................... 29,191,235 19,529,561 ---------- ---------- SHAREHOLDERS' EQUITY Common stock, $.10 par value; Authorized - 10,000,000 shares; Issued and outstanding - April 27, 1996 - 4,457,610 July 29, 1995 - 4,253,486 ......... 445,761 412,960 Additional paid-in capital ................ 18,231,405 16,239,784 Retained earnings ......................... 4,346,716 3,189,244 --------- --------- 23,023,882 19,841,988 ---------- ---------- Less common shares in treasury - April 27, 1996 - 58,225 July 29, 1995 - 55,165 ......... 336,685 316,915 ------- ------- Total shareholders' equity ................ 22,687,197 19,525,073 ---------- ---------- TOTAL ............................................. $51,878,432 $39,054,634 =========== =========== See notes to consolidated financial statements 2 DEL GLOBAL TECHNOLOGIES CORP. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended ------------------ ----------------- Apr. 27, Apr. 29, Apr. 27, Apr. 29, 1996 1995 1996 1995 ---- ---- ---- ---- Net sales .............................................. $12,555,138 $ 8,945,910 $29,355,757 $22,661,332 ----------- ----------- ----------- ----------- Costs and expenses: Cost of sales ..................................... 7,973,306 5,356,021 17,717,858 12,855,964 Research and development .......................... 869,886 725,535 2,301,780 1,934,585 Selling, general and administrative .............. 2,232,346 1,822,568 5,588,463 4,877,374 Interest expense - net ............................ 353,298 289,891 948,509 866,184 ------- ------- ------- ------- 11,428,836 8,194,015 26,556,610 20,534,107 ---------- --------- ---------- ---------- Income before provision for income taxes .................................. 1,126,302 751,895 2,799,147 2,127,225 Provision for income taxes: ............................ 343,482 229,979 853,700 649,479 ------- ------- ------- ------- Net income ............................................. $ 782,820 $ 521,916 $ 1,945,447 $ 1,477,746 =========== =========== =========== =========== Per share amounts: Net income per common share and common share equivalents, primary and fully diluted ......................... $ .14 $ .11 $ .37 $ .30 =========== =========== =========== =========== Weighted average number of common shares outstanding and common share equivalents ...................... 5,449,672 4,977,356 5,393,007 4,999,239 ========= ========= ========= ========= See notes to consolidated financial statements 3 DEL GLOBAL TECHNOLOGIES CORP. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended ----------------- Apr. 27, Apr. 29, 1996 1995 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income .................................... $ 1,945,447 $ 1,477,746 Adjustments to reconcile net income to net cash provided by operating activities net of effects from purchase of subsidiary: Imputed interest .......................... 49,852 18,991 Depreciation .............................. 539,637 592,379 Amortization .............................. 307,647 301,047 Deferred income tax provision ............. 72,657 Changes in assets and liabilities: (Increase) decrease in trade receivables .. (2,641,087) 599,933 (Increase) decrease in cost and estimated earnings in excess of billings on uncompleted contracts .................. (8,183) 125,482 Increase in inventory ..................... (846,861) (2,462,300) Increase in prepaid and other current assets ......................... (771,883) (169,370) Decrease (increase) in other assets ....... 54,142 (25,266) Increase (decrease) in accounts payable - trade .................................. 1,147,253 (221,096) Increase in accrued liabilities ........... 863,578 224,021 Increase in income taxes payable .......... 371,809 261,527 ------- ------- Net cash provided by operating activities . 1,084,008 723,094 --------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Net cash paid on acquisition of subsidiaries .. (5,815,540) Expenditures for fixed assets ................. (1,082,601) (736,396) (Investment in) sale of marketable securities - net ....................... (142,644) 7,314 Payments to former shareholders of subsidiary acquired ............................... (39,422) (207,876) ------- -------- Net cash used in investing activities ..... (7,080,207) (936,958) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from bank borrowing .............. 4,803,572 42,609 Payment for repurchase of shares .............. (19,770) (133,234) Proceeds from exercise of stock options & warrants ............................. 1,059,099 111,864 Other ......................................... (95,079) (18,955) ------- ------- Net cash provided by financing activities . 5,747,822 2,284 --------- ----- (continued) See notes to consolidated financial statements 4 DEL GLOBAL TECHNOLOGIES CORP. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended ----------------- Apr. 27, Apr. 29, 1996 1995 ---- ---- Net decrease in cash and cash equivalents ........ $ (248,377) $ (211,580) Cash and cash equivalents, beginning of period ... 505,989 445,597 ------- ------- Cash and cash equivalents, end of period ......... $ 257,612 $ 234,017 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid ............................... $ 662,421 $ 645,341 =========== =========== Income taxes paid ........................... $ 434,405 $ 167,852 =========== =========== SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES: Acquisition of subsidiary ................... $ 7,707,915 ----------- Subordinated note payable for acquisition ... 1,800,000 Acquisition costs in accrued expenses ....... 92,375 ------ 1,892,375 --------- Cash paid to acquire subsidiary ............. $ 5,815,540 =========== Tax benefit related to exercise of stock options and warrants .............. $ 139,397 =========== (concluded) See notes to consolidated financial statements 5 DEL GLOBAL TECHNOLOGIES CORP. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the results of the Company's financial position as of April 27, 1996 and July 29, 1995 and the results of its operations and its cash flows for the nine months ended April 27, 1996 and April 29, 1995. The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements as of July 29, 1995. The consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements as of July 29, 1995. NOTE 2 The results of operations for the three and nine month periods ended April 27, 1996 are not necessarily indicative of the results to be expected for the full year. NOTE 3 PERCENTAGE OF COMPLETION ACCOUNTING Balance at April 27, 1996 -------------- Costs incurred on uncompleted contracts .............................. $344,309 Estimated earnings ........................ 94,921 ------ 439,230 Less: Billings to-date ................... 35,200 ------ Costs and estimated earnings in excess of billings on uncompleted contracts ............... $404,030 ======== The backlog of unshipped contracts being accounted for under the percentage of completion method of accounting was $625,570 at April 27, 1996. 6 NOTE 4 INVENTORY Inventory is stated at a 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 based on estimated gross margins. Inventory consists of the following: April 27, July 29, 1996 1995 ---- ---- Finished goods ................. $ 5,952,294 $ 4,398,096 Work in process ................ 10,416,515 7,642,588 Raw material and purchased parts 8,432,418 5,997,674 --------- --------- Total .......................... $24,801,227 $18,038,358 =========== =========== NOTE 5 FIXED ASSETS Fixed assets consist of the following: April 27, July 29, 1996 1995 ---- ---- Land ........................... $ 694,046 $ 694,046 Building ....................... 2,146,025 2,146,025 Machinery and equipment ........ 7,819,787 6,624,296 Furniture and fixtures ......... 816,319 773,694 Leasehold improvements ......... 1,034,997 790,226 Construction in progress ....... 239,102 76,023 Transportation equipment ....... 11,425 10,987 ------ ------ 12,761,701 11,115,297 ---------- ---------- Less accumulated depreciation and amortization ............. 3,851,169 3,362,516 --------- --------- $ 8,910,532 $ 7,752,781 =========== =========== Construction in progress relates to computer equipment and the computerization of certain of the Company's manufacturing and accounting systems. NOTE 6 NET INCOME PER COMMON SHARE Net income per common share was computed using the modified treasury stock method. This method was utilized since the number of shares of common stock obtainable upon the assumed exercise of outstanding options and warrants in the aggregate exceeded 20 percent of the number of common shares outstanding at the end of the period. The weighted average number of common shares and common share equivalents for the period and for all periods presented includes the effect of the 3 percent stock dividend declared on November 20, 1995 (see Note 7). 7 NOTE 7 STOCK DIVIDEND On November 20, 1995, the Company declared a 3 percent stock dividend to holders of record on December 5, 1995, which was paid on December 21, 1995. NOTE 8 LONG-TERM DEBT On March 5, 1996 the Company and its lending bank entered into an Amended and Restated Credit Agreement wherein the bank increased the Company's line of credit to $24,000,000, consisting of a $10,000,000 five-year term loan and a four-year revolving credit line of $14,000,000. Initial borrowings made under this credit line on March 6, 1996 were used to pay off existing term loans, the existing revolving credit loan balance and to fund the acquisition of certain assets of the Gendex Medical Division ("Gendex") of Dentsply International Inc. Borrowing under the revolving credit loan is based upon a formula based on 80 percent of eligible accounts receivable and 50 percent of inventory with a $2,000,000 maximum sublimit for letters of credit. Interest will be computed at prime, or at the Company's option, at a rate tied to the London Interbank Borrowing Rate ("LIBOR"). NOTE 9 ACQUISITION On March 6, 1996, the Company and its newly-formed wholly-owned subsidiary, Gendex-Del Medical Imaging Corp. ("Gendex-Del") acquired certain assets, including inventories, fixed assets, intangibles and the use of the Gendex trade name, of the Gendex Medical Division of Dentsply International Inc. ("Gendex acquisition"), for $5,700,000 in cash and a subordinated term note of $1,800,000. The subordinated term note bears interest at 7.75 percent, which is payable quarterly, with principal payments beginning three years after closing. The Company assumed the lease for the Gendex facility in Franklin Park, Illinois and will operate the business under the Gendex-Del name. The Company entered into a supply agreement with Dentsply International Inc. for certain components and parts used in the manufacture of medical x-ray equipment and systems of Gendex. The acquisition has been accounted for as a purchase and accordingly, the original purchase price was allocated to assets and liabilities acquired based upon a preliminary estimate of fair value at the date of acquisition and is subject to modification as more information becomes available. Unaudited pro forma financial infomation for the nine month periods ended April 27, 1996 and April 29, 1995, as if the acquisition occurred at the beginning of the respective fiscal period, is as follows: 8 Nine Months Ended Apr. 27, Apr. 29, 1996 1995 ---- ---- Net sales .................... $39,498,635 $38,363,199 =========== =========== Income before provision for income taxes ............... $ 2,294,947 $ 1,758,484 =========== =========== Net Income ................... $ 1,589,028 $ 1,221,471 =========== =========== Net income per common share and common share equivalents primary and fully diluted .. $ .30 $ .25 =========== =========== The pro forma financial information presented above is not necessarily indicative of the operating results which would have been achieved had the Company acquired Gendex-Del at the beginning of the respective periods or of results to be achieved in the future. NOTE 10 SUBSEQUENT EVENT On June 6, 1996, the Company completed the public offering of 2,000,000 shares of its common stock. The net proceeds of this offering were approximately $19,190,000 after deducting underwriting fees and estimated expenses, and were used to repay revolving credit loans, long term debt and the subordinated term note to Dentsply International Inc., with the balance added to working capital. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales for the three months ended April 27, 1996 were approximately $12.6 million as compared to approximately $8.9 million, an increase of approximately 40.3 percent over the corresponding period in the prior year. Net sales for the nine months ended April 27, 1996 were approximately $29.4 million compared to approximately $22.7 million, an increase of approximately 29.5 percent over the corresponding period in the prior year. These increases are due to net sales from the newly formed Gendex-Del subsidiary, since its inception on March 6, 1996 and internal growth from existing operations. Due to the Company's 52/53 week reporting period, the 1996 three month period was only 12 weeks as compared to 13 weeks in the corresponding prior period. Despite the effect of less days in this year's three month period, for the nine months ended April 27, 1996, net sales for the on-going operations increased approximately $3.8 million over last year's nine month period. Cost of sales, as a percentage of net sales for the three months ended April 27, 1996, was 63.5 percent compared to 59.9 percent for the prior corresponding period. Cost of sales, as a percentage of net sales for the nine months ended April 27, 1996, was 60.4 percent compared to 56.7 percent for the prior corresponding period. These changes were due to the change in product mix in the periods. The current year periods include the gross margins of medical imaging systems manufactured by Gendex-Del which are presently lower than the margins of the Company's other products. Research and development expenses increased to approximately $870,000 for the three months ended April 27, 1996 from approximately $726,000 for the three months ended April 29, 1995. Research and development expenses increased to approximately $2.3 million for the nine months ended April 27, 1996 from approximately $1.9 million for the nine months ended April 29, 1995. The Company continues to invest in research and development in order to introduce new state-of-the-art products for its medical and industrial markets. Selling, general and administrative expenses were approximately $2.2 million in the three months ended April 27, 1996 as compared to approximately $1.8 million in the same period in the prior year. Selling, general, and administrative expenses increased to approximately $5.6 million for the nine months ended April 27, 1996 from approximately $4.9 million for the same period in the prior year. These increases were primarily attributable to increased selling and international marketing expenses, advertising and sales commissions due to increased sales levels in the respective periods. The 1996 periods include the selling, general and administrative expenses of Gendex-Del. Net interest expense was approximately $353,000 for the three months ended April 27, 1996 compared to approximately $290,000 for the corresponding prior period. This increase was attributable to the increase in long term debt incurred to finance the Gendex acquisition. Net interest expense was approximately $949,000 for the nine months ended April 27, 1996 compared to approximately $866,000 for the corresponding prior period. This increase is due to higher average credit balances outstanding in the nine months ended April 27, 1996 due to the Gendex acquisition, partly offset by lower interest rates. Income tax expense was 30.5 percent of pre-tax income in the nine months ended April 27, 1996 and the nine months ended April 29, 1995. The decrease from statutory rates is primarily due to sales being made through the Company's 10 Foreign Sales Corporation, research and development and other tax credits. Net income increased to approximately $783,000 for the three months ended April 27, 1996, an increase of approximately 50.0 percent from $522,000 for the prior corresponding period. Net income per common share increased to $.14 from $.11 even though the weighted number of common shares outstanding and common share equivalents increased approximately 9.5 percent to 5,449,672 from 4,977,356. Net income increased to approximately $1.9 million for the nine months ended April 27, 1996, an increase of approximately 31.6 percent from approximately $1.5 million for the prior corresponding period. For the nine months ended April 27, 1996 primary and fully diluted net income per share was $.37 as compared to $.30 for the nine months ended April 29, 1995. The number of outstanding shares and common share equivalents increased 12.1 percent from the nine month period ended April 29, 1995. The increases in net income for the three and nine month periods ended April 27, 1996 are primarily due to higher sales levels to the Company's medical imaging and diagnostic and industrial product customers. The backlog of unshipped orders at April 27, 1996 was approximately $23.8 million. LIQUIDITY AND CAPITAL RESOURCES The Company has funded its operations and acquisitions through a combination of cash flow from operations, bank borrowing and the issuance of Common Stock. Working Capital. At April 27, 1996 and July 29, 1995, the Company's working capital was approximately $27.1 million and $20.6 million, respectively. At such dates the Company had approximately $258,000 and $506,000, respectively, in cash and cash equivalents. Trade receivables at April 27, 1996 increased approximately $2.6 million as compared to July 29, 1995, primarily as the result of the inclusion of the Gendex-Del accounts receivable for the quarter ended April 27, 1996. Inventory at April 27, 1996 increased approximately $6.8 million as compared to July 29, 1995, of which approximately $5.0 million is attributable to the inclusion of Gendex-Del inventory as of April 27,1996. Major new orders received in the nine months ended April 27, 1996 resulted in the additional increase in inventory levels. Prepaid expenses and other current assets increased approximately $713,000 at April 27, 1996 as compared to July 29, 1995. This increase was primarily attributable to advanced payments for inventory for Del Medical Systems under its exclusive distribution agreement for diagnostic medical image enhancers, annual insurance policy premiums and additional costs incurred relating to the Gendex acquisition. Intangible assets of $1.7 million were acquired as part of the assets purchased from Dentsply International Inc., in connection with the Gendex acquisition. They include certain patents and trademarks as well as the use of the Gendex and Universal trade names. Credit Facility and Borrowing. On March 5, 1996, in conjunction with the Gendex acquisition, the Company and its lending bank entered into an Amended and Restated Credit Agreement wherein the bank increased the Company's line of 11 credit to $24.0 million, consisting of a five-year $10.0 million term loan and a four-year revolving line of credit of $14.0 million. Borrowings under the revolving line of credit are based on 80 percent of eligible accounts receivable and 50 percent of inventory, with a $2.0 million maximum sub-limit for letters of credit. Borrowings under this credit line were used to pay off the existing term loans and the existing revolving credit loan balance. Interest will be computed at prime, or at the Company's option, at a rate tied to LIBOR. Approximately $5.8 million of this credit line was used to purchase certain assets of the Gendex Medical Division from Dentsply International Inc., on March 6, 1996. In connection with such purchase, the Company delivered a seven-year $1.8 million subordinated note to Dentsply with interest at 7.75 percent, payable quarterly. At April 27, 1996, the Company had outstanding borrowings of $10.0 million under the term loan and approximately $7.6 million under the revolving credit loan. The unused and available portion of the line of credit was approximately $5.8 million, after deducting outstanding letters of credit of approximately $542,000. On June 12, 1996, as the result of the sale of 2.0 million shares of common stock, the Company repaid $9.5 million of its $10.0 million term note, $5.0 million of its revolving credit loan and its $1.8 million subordinated note to Dentsply International Inc. The Company had $13.9 million of available credit under its revolving credit loan and was in discussions with its primary lending bank regarding the conversion of its $10.0 million term note into a 5 year $10.0 million credit line designated for acquisitions. 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 $1.1 million for capital equipment for the nine month period ended April 27, 1996. Fixed Assets, representing principally manufacturing equipment of approximately $617,000 were purchased in connection with the Gendex acquisition. At April 27, 1996, the Company had commitments totalling $150,000 to improve the manufacturing control systems and computer systems at certain of its manufacturing operations. The funds for capital improvements were derived from operations and short-term borrowings. The Company may expand its technical and marketing capabilities and product lines through the acquisition of other companies, businesses or technologies that are complementary to the Company's current business. The Company anticipates that cash generated from operations and amounts available under its bank lending facilities will be sufficient to satisfy its current operating cash needs. 12 PART II Item 1. Legal Proceedings - None Item 2. Changes in Securities - None Item 3. Defaults on Senior Securities - None Item 4. Submission to a Vote of Security Holders - None Item 5. Other Information (a) Exhibits: Exhibit 11 - Computation of Earnings per Common Share Exhibit 27 - Financial Data Schedule (b) Report on Form 8-K: A report on Form 8-K was filed with the Commission by the Company on March 21, 1996 in connection with the acquisition of certain assets of the Gendex Medical division of Dentsply International Inc. A report on Form 8-K/A was filed with the Commission by the Company on May 6, 1996 containing condensed consolidated pro forma financial information relating to such acquisition. 13 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/LEONARD A. TRUGMAN --------------------- Leonard A. Trugman Chairman of the Board, Chief Executive Officer and President /S/MICHAEL H. TABER ------------------- Michael H. Taber Vice President Finance and Secretary, Chief Accounting Officer Dated: June 17, 1996 14