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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 November 2, 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 December
17, 2002 was 10,347,515.
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 Months 3
Ended November 2, 2002 and October 27, 2001
Consolidated Balance Sheets - November 2, 2002 and August 3, 2002 4-5
Consolidated Statements of Cash Flows for the Three Months Ended
November 2, 2002 and October 27, 2001 6
Notes to Consolidated Financial Statements 7-13
Item 2. Management's Discussion and Analysis of Operations
and Financial Condition 14-17
Item 3. Quantitative and Qualitative Disclosures about Market
Risk 17
Item 4. Controls and Procedures 17-18
Part II. Other Information:
Item 1. Legal Proceedings 18-19
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Certifications 22-23
2
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands except share data)
(Unaudited)
Three Months Ended
November 2, 2002 October 27, 2001
------------------ ----------------
NET SALES $25,555 $19,481
COST OF SALES 20,127 15,738
------------------ ----------------
GROSS MARGIN 5,428 3,743
------------------ ----------------
Selling, general and administrative 5,621 5,251
Research and development 312 581
Litigation settlement recovery - (258)
Facilities reorganization costs 234 42
------------------ ----------------
Total operating expenses 6,167 5,616
------------------ ----------------
OPERATING LOSS (739) (1,873)
Interest expense 356 462
Other income (expense) 503 (17)
------------------ ----------------
LOSS BEFORE INCOME TAX PROVISION
(BENEFIT)AND MINORITY INTEREST (592) (2,352)
INCOME TAX PROVISION (BENEFIT) 27 (829)
------------------ ----------------
NET LOSS BEFORE MINORITY INTEREST (619) (1,523)
MINORITY INTEREST 13 (12)
------------------ ----------------
NET LOSS $ (606) $(1,535)
================== ================
LOSS PER COMMON SHARE:
BASIC AND DILUTED $( 0.06) $( 0.20)
================== ================
Weighted average number of common
shares outstanding, basic and
diluted 10,347,515 7,847,515
================== ================
See notes to consolidated financial statements
3
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
ASSETS
November 2, 2002 August 3, 2002 (1)
----------------- -----------------
CURRENT ASSETS
Cash and cash equivalents $ 1,238 $ 895
Marketable securities 45 45
Trade receivables (net of allowance
for doubtful accounts of $884 and $1,127
at November 2, 2002 and August 3, 2002,
respectively) 17,926 19,252
Inventory - net 20,499 20,956
Income tax receivable 886 3,992
Deferred income tax asset - current 2,590 2,590
Prepaid expenses and other current
assets 968 1,644
----------------- ----------------
Total current assets 44,152 49,374
REFUNDABLE INCOME TAXES 148 148
FIXED ASSETS - Net 9,271 9,152
DEFERRED INCOME TAX ASSET-NON CURRENT 13,989 13,982
GOODWILL - Net 3,239 3,239
INTANGIBLES-Net 441 477
OTHER ASSETS 1,262 1,325
----------------- ----------------
TOTAL ASSETS $72,502 $77,697
================= ================
(1) August 3, 2002 balances were obtained from audited financial statements.
See notes to consolidated financial statements
4
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
November 2, 2002 August 3, 2002 (1)
----------------- -----------------
CURRENT LIABILITIES
Short-term credit facilities $ 5,159 $ 7,992
Current portion of long-term debt 543 792
Accounts payable - trade 8,865 10,127
Accrued liabilities 11,105 11,252
Deferred compensation liability 207 207
Income taxes payable 391 356
----------------- -----------------
Total current liabilities 26,270 30,726
NON-CURRENT LIABILITIES
Long-term debt 4,891 5,114
Subordinated note 1,656 1,610
Other long-term liabilities 2,171 2,158
----------------- ----------------
Total liabilities 34,988 39,608
----------------- ----------------
MINORITY INTEREST IN SUBSIDIARY 937 948
----------------- ----------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, $.10 par value;
Authorized 20,000,000 shares;
Issued and outstanding - 10,976,081 at
November 2, 2002 and August 3, 2002 1,097 1,097
Additional paid-in capital 63,583 63,547
Accumulated other comprehensive loss (223) (229)
Accumulated deficit (22,378) (21,772)
Less common stock in treasury - 628,566
shares at November 2, 2002 and August 3,
2002 (5,502) (5,502)
----------------- ----------------
Total shareholders' equity 36,577 37,141
----------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 72,502 $ 77,697
================= ================
(1) August 3, 2002 balances were obtained from audited financial statements.
See notes to consolidated financial statements
5
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Three Months Ended
Nov. 2,2002 Oct. 27,2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (606) $(1,535)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 572 664
Deferred income tax benefit - (897)
Loss on sale of fixed assets - 16
Unrealized loss on sale of marketable
securities - 26
Imputed interest - Subordinated note 46 -
Minority interest (13) 12
Stock based compensation expense 36 36
Non-cash facilities reorganization charge 70 -
Changes in operating assets and liabilities:
Decrease in trade receivables 1,330 2,636
Decrease in inventory 469 1,407
Decrease in income taxes receivable 3,106 -
Decrease (Increase) in prepaid expenses and
other current assets 677 (240)
Decrease in other assets 64 209
Decrease in accounts payable - trade (1,262) (344)
(Decrease) Increase in accrued liabilities (159) 343
Increase in income taxes payable 35 68
Increase in other long-term liabilities 9 16
----------- -----------
Net cash provided by operating activities 4,374 2,417
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed asset purchases (718) (473)
----------- -----------
Net cash used in investing activities (718) (473)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings - 258
Repayment of bank borrowings (3,316) (842)
----------- -----------
Net cash used in financing activities (3,316) (584)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES 3 3
----------- -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 343 1,363
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD 895 1,402
---------- ----------
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD $1,238 $ 2,765
=========== ==========
See notes to consolidated financial statements
6
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share data)
(Unaudited)
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the results for the interim
period have been included. Results of operations for the interim periods are not
necessarily indicative of the results that may be expected for the full year.
These consolidated financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's annual
report on Form 10-K filed with the Securities and Exchange Commission for the
year ended August 3, 2002.
The accounting policies followed by the Company are set forth in Note 1 to the
Company's consolidated financial statements for the fiscal year ended August 3,
2002. The financial statements of the Company's 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 Standard ("SFAS") No. 52, "Foreign Currency Translation".
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations. 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 adoption of this statement did not have a
significant impact on the Company's 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 adoption of this statement did not have a significant impact
on the Company's consolidated financial statements.
7
SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections was issued in April 2002. This
pronouncement rescinded SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, SFAS No. 64, Extinguishments of Debt to Satisfy
Sinking-Fund Requirements, and SFAS No. 44, Accounting for Intangible Assets of
Motor Carriers, and changed the accounting treatment for capital lease
modifications by amending SFAS No. 13, Accounting for Leases. This pronouncement
also amends the existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. There will be no significant impact on the financial statements upon
the adoption of this statement.
SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities,
was issued in June 2002. SFAS No. 146 revises the accounting and reporting for
costs associated with exit or disposal activities to be recognized when a
liability for such cost is incurred rather than when an entity commits to an
exit plan. SFAS No.146 is effective for exit or disposal activities initiated
after December 31, 2002. SFAS No. 146 does not impact previously recorded
liabilities and, therefore, the initial adoption of this standard will not have
a significant impact on the Company's financial statements.
GOODWILL AND OTHER INTANGIBLE ASSETS
Effective August 4, 2002 , the Company adopted SFAS 142, Goodwill and Other
Intangible Assets, which establishes new accounting and reporting requirements
for goodwill and other intangible assets. Under SFAS 142, all goodwill
amortization ceased effective August 4, 2002.
The Company is required to complete its initial step of a transitional
impairment test within six months of adoption of SFAS No. 142 and to complete
the final step of the transitional impairment test by the end of the fiscal
year. However, management does not believe that a material adjustment will be
necessary upon completion of this initial assessment, for which the Company will
be assisted by an outside expert.
In connection with the adoption of SFAS 142, the useful lives and the
classification of our identifiable intangible assets were reviewed and it was
determined that they continue to be appropriate. The components of our
amortizable intangible assets are as follows:
November 2, 2002 August 3, 2002
---------------- --------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amounts Amortization Amounts Amortization
Non-Compete
Agreements $ 902 $ 679 $ 902 $ 659
Distribution
Network 653 435 653 419
------- ------- ------- -------
Total $ 1,555 $ 1,114 $ 1,555 $ 1,078
======= ======= ======= =======
8
Amortization expense for intangible assets during the first quarter of fiscal
year 2003 was $36. Estimated amortization expense for the remainder of 2003 and
the five succeeding fiscal years is as follows:
2003 (remainder) $ 108
2004 144
2005 144
2006 44
2007 -
2008 -
There are no components of intangible assets that have an indefinite life.
The following table shows the Company's fiscal first quarter 2003 and 2002
results, adjusted to exclude amortization related to goodwill:
Three Months Ended
November 2, 2002 October 27, 2001
Net loss - as reported $ (606) $(1,535)
Add back: goodwill amortization, net
of taxes - 33
------- -------
Net loss - as adjusted (606) (1,502)
======= =======
Loss per share - basic and diluted
As reported $ (0.06) $ (0.20)
Add back: goodwill amortization - 0.01
-------- -------
As adjusted $ (0.06) (0.19)
======== =======
There were no changes in goodwill balances during the first quarter of fiscal
year 2003.
9
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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.
November 2, 2002 August 3, 2002
----------------- -----------------
Raw materials and purchased parts $ 11,463 $ 12,980
Work-in-process 6,802 7,084
Finished goods 4,453 4,322
----------------- -----------------
22,718 24,386
Less allowance for obsolete and excess
inventory (2,219) (3,430)
----------------- -----------------
Total inventory, net $ 20,499 $ 20,956
================= =================
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 2003 and 2002 was as follows:
Three Months Ended
November 2, 2002 October 27, 2001
---------------- ----------------
Net Loss $ (606) $(1,535)
Foreign currency translation adjustments 6 199
----------- ---------
Comprehensive loss $ (600) $(1,336)
=========== =========
LOSS PER SHARE Three Months Ended
November 2, 2002 October 27, 2001
---------------- ----------------
Numerator:
Net Loss $ (606) $ (1,535)
=========== =========
Denominator:
Denominator for basic loss per share -
Weighted average shares outstanding 10,347,515 7,847,515
Effect of dilutive securities - -
----------- ----------
Denominator for diluted loss per share 10,347,515 7,847,515
----------- ----------
Loss per basic and diluted common share $ (0.06) $ (0.20)
=========== ==========
10
Common shares outstanding for the current period and prior period ended were
reduced by 628,566 shares of treasury stock.
The computation of diluted shares outstanding does not include 720,520 and
375,114 employee stock options and 335,548 and 0 warrants to purchase Company
common stock, as of November 2, 2002 and October 27, 2001, respectively, since
the effect of their assumed conversion would be anti-dilutive.
SEGMENT INFORMATION
The Company has three reportable segments: Medical Systems Group, Power
Conversion Group and Other. The fiscal 2003 "Other" segment includes unallocated
corporate costs which were previously reported in the Power Conversion Group in
the prior period. Interim segment information is as follows:
Medical Power
For three months ended Systems Conversion
November 2, 2002 Group Group Other Total
- ----------------------- ------- ---------- ------ --------
Net Sales to Unaffiliated Customers $12,000 $13,555 - $25,555
Cost of sales 9,437 10,690 - 20,127
------- --------- ------ --------
Gross margin 2,563 2,865 - 5,428
Operating expenses 2,684 2,155 $1,094 5,933
Facilities reorganization costs - 104 130 234
-------- -------- ------- ------
Total operating expenses 2,684 2,259 1,224 6,167
-------- -------- ------- -------
Operating income / (loss) $ (121) $ 606 $(1,224) $ (739)
======== ======== ====== =======
For three months ended
October 27, 2001
- -----------------------
Net Sales to Unaffiliated Customers $9,640 $ 9,841 - $ 19,481
Cost of sales 7,455 8,283 - 15,738
------- -------- ------- -------
Gross margin 2,185 1,558 - $ 3,743
Operating expenses 1,811 4,021 5,832
Litigation settlement recovery - - 258 258
Facilities reorganization costs - 42 - 42
------ ------- ------ -------
Total operating expenses 1,811 4,063 258 5,616
------ ------- ------ -------
Operating income / (loss) $ 374 $(2,505) 258 $(1,873)
====== ======= ====== =======
11
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
CONTINGENCIES
Securities 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.
The Company has reached an agreement in principle with the Staff of the SEC to
settle the SEC's claims against the Company for a settlement that will include a
penalty of up to $400 and an injunction against future violations of the
antifraud, periodic reporting, books and records and internal accounting control
provisions of the federal securities law. The proposed settlement may be subject
to, amongst other things, a future restatement of historical financial
statements for the Company, or other material adjustments. However, management
is not aware of any restatements or adjustments required with respect to
financial statements filed with the SEC since April 2002. In addition, the
proposed settlement will require approval by the Commission and by the Court. We
can give no assurance that this settlement will be approved by either the
Commission or the Court.
Although the Company has not reached a binding agreement with the SEC on this
settlement proposal, management believes that this agreement in principle is a
reasonable basis on which it can now estimate the financial impact of this SEC
investigation. As a result, the Company recorded a charge of $685 in the fourth
quarter of fiscal year 2002 related to this agreement in principal with the SEC
Staff, which includes associated legal costs.
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 in
connection with an investigation by the US Department of Defense ("DOD"). RFI
supplies noise suppression filters for communications and defense applications.
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.
ERISA Matters - During the year ended July 28, 2001, management of the Company
concluded that violations of the Employee Retirement Income Security Act,
("ERISA") existed relating to a defined benefit Plan for which accrual of
benefits had been frozen as of February 1, 1986. The violations related to
excess concentrations of the Common Stock of the Company in the Plan assets. In
July 2001, management of the Company decided to terminate this Plan, subject to
having available funds to finance the plan in accordance with rules and
regulations relating to terminating pension plans. This plan has not been
terminated yet, but the Company expects to start the process of terminating this
plan in fiscal 2003.
12
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Employment Matters - The Company had an employment agreement with the former
Chief Executive Officer ("CEO") 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 CEO was
terminated. In February 2002, the Company filed a lawsuit against the former CEO
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 CEO has answered the Company's complaint, and has counterclaimed for
damages based on the termination of his employment by the Company. The former
CEO also brought third party claims against certain directors and officers,
which were dismissed on October 18, 2002. The former CEO is seeking damages in
excess of $500. The Company intends to pursue vigorously its claims against the
former CEO and believes it has meritorious defenses to the counterclaims.
However, due to the former CEO's purported financial condition, and competing
claims and or fines and penalties that may be imposed, there can be no assurance
that the Company will ever recover any damages from the former CEO.
Indemnification Legal Expenses - In connection with the Company's previously
reported accounting irregularities and the related shareholder litigation and
governmental enforcement actions, during fiscal year 2002, the Company spent
approximately $209 in the advancement of legal expenses for those directors,
officers and employees that are indemnified by the Company. During the first
quarter of fiscal 2003, the Company has incurred additional expenses of this
nature of approximately $178. Management is unable to estimate at this time the
amount of legal fees that the Company may have to pay in the future related to
these matters. Further, there can be no assurance that those to whom we have
been advancing expenses will have the financial means to repay the Company
pursuant to undertaking agreements that they executed, if it is later determined
that such individuals were not entitled to be indemnified.
Other Legal Matters - The Company is a defendant in several other legal actions
arising from normal course of business. Management believes the Company has
meritorious defenses to such actions and that the outcomes will not be material
to the Company's consolidated financial statements.
SUBSEQUENT EVENT
The Company was not in compliance with certain financial covenants in its U.S.
credit facility for the quarter ended August 3, 2002. The Company obtained a
waiver of the covenant non-compliance, and on December 17, 2002, signed a Second
Amendment with the lender. This Second Amendment includes revised financial
covenants that the Company expects it will be able to continue to meet.
13
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Dollars in Thousands except share data)
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, including the Company's Form 10-K for the year ended August
3, 2002.
OVERVIEW
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. We believe the withdrawal of a major medical
systems group competitor is contributing to increased orders and sales for the
Medical Systems 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 Form 10-Q 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 August 3, 2002, 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 August 3, 2002, finished
goods represented approximately 21% 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 10% 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.
CONSOLIDATED RESULTS OF OPERATIONS
Net sales for Q1 of 2003 were significantly higher than the first quarter in the
previous year at both operating groups, Power Conversion and Medical Systems.
The Power Conversion Group had a 38% increase over the prior year quarter due to
increased shipments of its high voltage power supplies to airport explosive
detection system suppliers. Sales at the Electronic Systems and Components
14
Division were basically flat when compared to the prior year. The Medical
Systems Group also showed strong sales for the first quarter with a year over
year increase of 24%. Medical Systems Group sales were up both internationally
and domestically. Overall company sales increased over the comparable period by
$6,074 or 31%.
Gross Margins as a percent of sales for the current year quarter rose 2% to
21.2% versus 19.2% in Q1 of fiscal 2002 for a total dollar margin increase of
$1,685 year over year. The Power Conversion Group's margins rose while the
Medical Systems Group's declined as a percentage of sales. The High Voltage
Power division's margins benefited from significant increased sales to suppliers
of airport explosive detection systems and improved product line cost
improvements. Sales and margins at the other Power Conversion Group operations
were down year over year.
Despite sales increases at the Medical Systems Group, gross margins in the
current year's first quarter declined approximately 1.2%. Although we improved
gross margins in our U.S. operations (as a result of improved pricing and
product mix), our European operations did not have a repeat of a high margin
development contract that was included in last year's first quarter. The group
continues to evaluate its product line contribution margins and seeks to
emphasize its higher margin products.
Overall operating expenses were comparable with expenses in the prior year
quarter. Engineering related expenses were allocated to current products and new
proposals, resulting in lower research and development during the current
quarter when compared with the prior year. Selling, General and Administrative
expenses ("SG&A") continue to include unusually high consulting, legal and
personnel expenses incurred in connection with the Company's reorganization
efforts and current legal matters as disclosed in the contingencies footnote.
SG&A includes an expense of $245 for payments related to the separation
agreement reached with the former president of our Italian subsidiary more fully
described in the subsequent events footnote to the financial statements included
in our Form 10-K for the fiscal year ended August 3, 2002.
Facilities reorganization costs relate to the continued phase out of the Power
Conversion Group's Hicksville, N.Y. facility which was started in Q4 of fiscal
2002 and will continue until the relocation to that group's Valhalla, N.Y.
facility is complete.
There were no litigation settlement costs in the current year first quarter and
none are expected in fiscal 2003. However, the Company may incur some costs in
connection with the settlement of the ongoing U.S. Department of Defense
investigation and management cannot estimate the amount of any such settlement.
The Company recognized a recovery from insurance of $258 for legal costs from
the class action litigation in Q1 of fiscal 2002.
Operating results showed an improvement of $1,134 when compared with the same
quarter of fiscal 2002 resulting in a decrease in operating loss to $739.
Increased sales and gross margin contributed to the improvement offset by
continued higher SG&A expenses.
Interest expense for the quarter was lower due to decreased borrowings and lower
interest rates.
15
As disclosed in a subsequent events footnote to the 2002 Form 10-K, the Company
recognized current year Q1 income of $503 related to the settlement of a dispute
in connection with a 1999 product line acquisition. This amount is included in
other income for Q1 of the current fiscal year.
The Company expects to be profitable for the fiscal year, however management
continuously evaluates the likelihood of the recoverability of the deferred tax
asset recognized as of the end of the previous fiscal year. The Company has not
provided for a U.S. domestic income tax benefit despite a loss for the quarter.
No adjustments to the Company's deferred tax assets were made during the quarter
and the balances are basically unchanged from the end of the fiscal year 2002
except for the amounts recorded at its foreign subsidiary.
The Company's net loss of $606 or ($.06) per share for the current quarter 2003
compares favorably with a loss of $1,535 or ($.20) per share incurred in Q1 of
fiscal 2002. Shipments of its high voltage power supplies to explosive detection
system suppliers during the quarter contributed to the year over year
improvement.
FINANCIAL CONDITION
LIQUIDITY AND CAPIAL RESOURCES
The Company has funded its operations through a combination of cash flow from
operations and short-term credit facilities.
Working Capital - At November 2,2002 and August 3,2002, the Company's working
capital was approximately $17.9 million and $18.6 million, respectively. At such
date the Company had approximately $1.2 million and $0.9 million, respectively,
in cash and cash equivalents. The Company's short-term debt was reduced by $3.3
million from August 3, 2002.
Trade receivables decreased approximately $1.3 million at November 2,2002 as
compared to August 3, 2002. Inventory at November 2, 2002 also decreased
approximately $469 as compared to August 3, 2002.
Credit Facility and Borrowing - The Company has a $10 million senior revolving
credit agreement with Transamerica Business Capital ("Transamerica") dated as of
June 10, 2002. This facility has a term of three years and interest under this
U.S. credit facility is at prime plus 3/4%, or at the Company's option, at a
rate tied to LIBOR. The interest rate on the revolving line of credit is 5.5% at
November 2, 2002. The credit facility is subject to commitment fees of 3/8% on
the daily unused portion of the facility, payable monthly. This credit facility
is secured by substantially all of the Company's accounts receivable, inventory,
and fixed assets in the U.S.
Under the terms of this credit facility, the Company is required to comply with
various operational and financial covenants, including (i) minimum earnings
level, as defined, (ii) fixed charge coverage ratio, (iii) debt to earnings
ratio and (iv) minimum tangible net worth. In addition, the facility places
limitations on the Company's ability to make capital expenditures and to pay
dividends.
16
The Company was not in compliance with certain financial covenants in its U.S.
credit facility for the quarter ended August 3, 2002. The Company obtained a
waiver of the covenant non-compliance, and on December 17, 2002 signed a Second
Amendment with Transamerica. This Second Amendment includes revised financial
covenants that the Company expects it will be able to continue to meet.
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 for at least the next twelve months.
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
$718 for capital equipment for the three-month period ended November 2, 2002.
The following table summarizes our contractual obligations including debt and
operating leases at August 3, 2002:
Fiscal Fiscal Fiscal After Fiscal
Obligations Total 2003 2004 - 2006 2007 - 2008 2008
--------- ------- ----------- ----------- -----------
Long-term debt $ 3,170 $ 688 $ 1,324 $ 896 $ 262
Capital lease
Obligations 3,900 285 926 770 1,919
Subordinated note 1,610 - - 1,610 -
Operating leases 2,678 1,089 1,524 65 -
--------- ------- ----------- ----------- -----------
Total contractual
cash obligations 11,358 2,062 3,774 3,341 $ 2,181
========= ======= =========== =========== ===========
Shareholders' Equity - Shareholders' equity has declined to approximately $36.6
million at November 2, 2002 from approximately $37.1 million at August 3, 2002,
due to the loss reported for the period.
Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Historically and as of November 2, 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.
Item 4 CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure (1)
that information required to be disclosed by us in the reports we file or submit
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
is recorded, processed, summarized, and reported within the time periods
specified in the Securities and Exchange Commission's ("SEC") rules and forms,
and (2) that this information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
17
appropriate, to allow timely decisions regarding required disclosures. In
designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in
evaluating the cost benefit relationship of possible controls and procedures.
In November 2002, under the supervision and review of our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures. Based on that
evaluation, our Chief Executive Officer and our Chief Financial Officer have
concluded that our disclosure controls and procedures are effective in alerting
them in a timely manner to material information regarding the Company (including
our consolidated subsidiaries) that is required to be included in our periodic
reports to the SEC.
In addition, there have been no significant changes in our internal controls or
in other factors that could significantly affect those controls since our
November 2002 evaluation. We cannot assure you, however, that our system of
disclosure controls and procedures will always achieve its stated goals under
all future conditions, no matter how remote.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS (Dollars in Thousands)
Securities 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.
The Company has reached an agreement in principle with the Staff of the SEC to
settle the SEC's claims against the Company for a settlement that will include a
penalty of up to $400 and an injunction against future violations of the
antifraud, periodic reporting, books and records and internal accounting control
provisions of the federal securities law. The proposed settlement may be subject
to, amongst other things, a future restatement of historical financial
statements for the Company, or other material adjustments. However, management
is not aware of any restatements or adjustments required with respect to
financial statements filed with the SEC since April 2002. In addition, the
proposed settlement will require approval by the Commission and by the Court. We
can give no assurance that this settlement will be approved by either the
Commission or the Court.
Although the Company has not reached a binding agreement with the SEC on this
settlement proposal, management believes that this agreement in principle is a
reasonable basis on which it can now estimate the financial impact of this SEC
investigation. As a result, the Company recorded a charge of $685 in the fourth
quarter of fiscal year 2002 related to this agreement in principle with the SEC
Staff, which includes associated legal costs.
18
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 in
connection with an investigation by the US Department of Defense ("DOD"). RFI
supplies noise suppression filters for communications and defense applications.
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 ("CEO") 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 CEO was
terminated. In February 2002, the Company filed a lawsuit against the former CEO
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 CEO has answered the Company's complaint, and has counterclaimed for
damages based on the termination of his employment by the Company. The former
CEO also brought third party claims against certain directors and officers,
which were dismissed on October 18, 2002. The former CEO is seeking damages in
excess of $500. The Company intends to pursue vigorously its claims against the
former CEO and believes it has meritorious defenses to the counterclaims.
However, due to the former CEO's purported financial condition, and competing
claims and or fines and penalties that may be imposed, there can be no assurance
that the Company will ever recover any damages from the former CEO.
Other Legal Matters - The Company is a defendant in several other legal actions
arising from normal course of business. Management believes the Company has
meritorious defenses to such actions and that the outcomes will not be material
to the Company's consolidated financial statements.
19
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a: Exhibits
10.1 Second Amendment to the Loan and Security Agreement, dated
December 17, 2002 among Del Global Technologies Corporation,
Bertan High Voltage Corp., RFI Corporation, Del Medical
Imaging Corp. ("Borrowers") and Transamerica Business Capital
Corporation.
99.1 Certification pursuant to 18 U.S.C. Section 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Chief Executive Officer, Samuel E. Park.
99.2 Certification pursuant to 18 U.S.C. Section 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
Chief Financial Officer, Thomas V. Gilboy.
b: Reports on Form 8-K
On November 4, 2002, the Company filed a Current Report
on Form 8-K reporting under Item 5. "Other Events" to report
that two of its outside directors had received "Wells
notices" from the Securities and Exchange Commission. They
also reported a breach of certain covenants contained in its
Loan and Security Document, along with a waiver of those
covenants for the quarter ended August 3, 2002, from the
lender.
On November 13, 2002, the Company filed a Current Report on
Form 8-K reporting under Item 5. "Other Events" to report the
resignation of one of its outside directors.
20
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 : December 17, 2002
21
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for
Quarterly Reports on Form 10-Q.
I, Samuel E. Park, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Del Global Technologies
Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report my conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: December 17, 2002 /s/ Samuel E. Park
------------------
Samuel E. Park
Chief Executive Officer
22
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for
Quarterly Reports on Form 10-Q.
I, Thomas V. Gilboy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Del Global Technologies
Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report my conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: December 17, 2002 /s/ Thomas V. Gilboy
--------------------
Thomas V. Gilboy
Chief Financial Officer
23