sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Go7N0LgPOxsUqwTxE8YS+vUIOvu2bijjTCw/osCpDpGQN4ZP6R3UR4q9UiaGmAb2 1txcBcEuttc6IjfOMhly2w== 0000921895-04-000904.txt : 20040615 0000921895-04-000904.hdr.sgml : 20040615 20040615164703 ACCESSION NUMBER: 0000921895-04-000904 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040501 FILED AS OF DATE: 20040615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL GLOBAL TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000027748 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 131784308 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 04864558 BUSINESS ADDRESS: STREET 1: 1 COMMERCE PARK CITY: VALHALLA STATE: NY ZIP: 10595 BUSINESS PHONE: 9146863600 MAIL ADDRESS: STREET 1: 1 COMMERCE PARK CITY: VALHALLA STATE: NY ZIP: 10595 FORMER COMPANY: FORMER CONFORMED NAME: DEL ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 10-Q 1 form10q05733_05012004.htm sec document


                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549
                              FORM 10-Q

[x]   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
      OF 1934.

                   For the quarterly period ended May 1, 2004
                                       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  /X/      No / /

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act)

Yes  / /      No /X/

The number of shares of Registrant's  common stock outstanding as of June 9,2004
was 10,335,048.






              DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

                            TABLE OF CONTENTS




Part I. Financial Information:                                         Page No.
                                                                       --------


   Item 1.  Financial Statements (Unaudited)

       Consolidated Statements of Operations for the Three and Nine Months
       Ended May 1, 2004 and May 3, 2003                                    3


       Consolidated Balance Sheets - May 1, 2004 and August 2, 2003         4-5


       Consolidated Statements of Cash Flows for the Nine Months Ended
       May 1, 2004 and May 3, 2003                                          6


       Notes to Consolidated Financial Statements                           7-18

   Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations                       19-27


   Item 3.  Quantitative and Qualitative Disclosures about Market Risk     27

   Item 4.  Controls and Procedures                                        28

Part II. Other Information:

   Item 1.  Legal Proceedings                                              29-32


   Item 6.  Exhibits and Reports on Form 8-K                               33


   Signatures                                                              35

   Certifications                                                          36-39

                                       2





PART I  FINANCIAL INFORMATION
ITEM 1  FINANCIAL STATEMENTS

                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands except share data)
                                  (Unaudited)

                              Three Months Ended        Nine Months Ended
                                May 1,       May 3,       May 1,      May 3,
                                  2004         2003         2004        2003
                            ----------   ----------   ----------   ---------
 NET SALES                    $24,413      $23,039       $75,958     $74,907

 COST OF SALES                 18,372       17,911        59,129      59,015
                            ---------    ---------     ---------    --------
 GROSS MARGIN                   6,041        5,128        16,829      15,892
                            ---------    ---------     ---------    --------
 Selling, general and
   administrative               3,976        5,478        13,865      16,458
 Research and development         413          702         1,144       1,748
 Litigation settlement costs        -        2,126         3,199       2,126
 Impairment of goodwill and
   other intangible assets          -            -         1,453           -
 Facilities reorganization
   costs                            -          253             -         706
                           ----------    ---------    ----------    --------
 Total operating expenses       4,389        8,559        19,661      21,038
                           ----------    ---------    ----------    --------
 OPERATING INCOME (LOSS)        1,652       (3,431)       (2,832)     (5,146)

 Interest expense                 915          315         1,562       1,028
 Other (income)expense           (52)           35          (104)       (437)
                           ----------    ---------    ----------    --------
 INCOME (LOSS) BEFORE INCOME
  TAXES AND MINORITY INTEREST     789       (3,781)       (4,290)     (5,737)

 INCOME TAX PROVISION             940          156         8,479       4,944
                           ----------    ---------    ----------    --------
 NET LOSS BEFORE
  MINORITY INTEREST              (151)      (3,937)      (12,769)    (10,681)

 MINORITY INTEREST                138          (11)          484         106
                           ----------    ---------   -----------    ---------
 NET LOSS                    $   (289)     $(3,926)     $(13,253)   $(10,787)
                           ===========   =========   ===========   =========
 LOSS PER COMMON SHARE:

 BASIC AND DILUTED            $ (0.03)     $ (0.38)       $(1.28)     $(1.04)
                              ========      =======       =======    =======
 Weighted average number of
   common shares outstanding,
   basic and diluted       10,332,548    10,338,140   10,332,548  10,344,390
                           ==========   ===========  ===========  ===========

 See notes to consolidated financial statements

                                       3





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

                                     ASSETS


                                                   May 1,         August 2,
                                                     2004              2003
                                            -------------      -------------

   CURRENT ASSETS
   Cash and cash equivalents                      $ 6,753            $ 1,381

   Trade  receivables  (net of  allowance
    for  doubtful  accounts of $1,408 and
    $1,232 at May 1, 2004 and August 2, 2003,
    respectively)                                  17,337             17,063

   Inventory - Net                                 17,132             18,448
   Deferred income tax asset - current                  -              2,591
   Prepaid expenses and other current
    assets                                            876                730
                                             ------------      -------------
      Total current assets                         42,098             40,213


   REFUNDABLE INCOME TAXES                              -                 55
   FIXED ASSETS - Net                               8,396              9,293
   DEFERRED INCOME TAX ASSET-NON CURRENT              927              6,148
   GOODWILL                                         1,911              3,239
   INTANGIBLES - Net                                  120                333
   OTHER ASSETS                                     1,554              1,211
                                            -------------     --------------

      TOTAL ASSETS                                $55,006            $60,492
                                            =============     ==============

See notes to consolidated financial statements

                                       4





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

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                   May 1,         August 2,
                                                     2004              2003
                                            -------------      -------------
CURRENT LIABILITIES
   Short-term credit facilities                  $ 5,294             $ 6,446
   Current portion of long-term debt                 806                 655
   Accounts payable - trade                       13,075               8,990
   Accrued liabilities                             8,324               7,730
   Litigation settlement reserves                  5,586               2,553
   Income taxes payable                              779                 241
                                            ------------      --------------
      Total current liabilities                   33,864              26,615


NON-CURRENT LIABILITIES
   Long-term debt                                  5,158               5,312
   Subordinated note                               1,921               1,788
   Other long-term liabilities                     2,690               2,545
                                            ------------      --------------

      Total liabilities                           43,633              36,260
                                            ------------      --------------

MINORITY INTEREST IN SUBSIDIARY                    1,326               1,253
                                            ------------      --------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
   Common stock, $.10 par value;
   Authorized  20,000,000  shares;
     Issued and outstanding - 10,976,081 at
     May 1, 2004 and August 2, 2003                1,097               1,097
   Additional paid-in capital                     63,713              63,682
   Accumulated other comprehensive gain              849                 563
   Accumulated deficit                           (50,066)            (36,817)
   Less common stock in treasury - 643,533
     shares at May 1, 2004 and August 3,
     2002                                         (5,546)             (5,546)
                                            -------------     --------------

      Total shareholders' equity                  10,047              22,979
                                            ------------      --------------

   TOTAL LIABILITIES AND SHAREHOLDERS'
   EQUITY                                       $ 55,006            $ 60,492
                                            ============      ==============

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
                                              May 1,2004     May 3, 2003
                                              ----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                       $(13,253)      $(10,787)
  Adjustments to reconcile net loss to
   net cash provided by operating activities:
  Depreciation and amortization                     1,533          1,856
  Deferred income tax provision                     7,903          4,730
  Impairment of intangible assets                   1,453              -
  Imputed interest - Subordinated note                133            131
  Minority interest                                   484            106
  Stock based compensation expense                     31            127
  Loss on sale of fixed assets                         72             97

  Changes in operating assets and liabilities:
  Decease in marketable securities                      -             45
  Decrease in trade receivables                       137          3,220
  Decrease in inventory                             1,731          2,004
  Decrease in income taxes receivable                   -          3,992
  (Increase) decrease  in prepaid expenses and
    other current assets                             (123)           962
  Decrease in refundable income taxes                  55             91
  (Increase)Decrease in other assets                 (302)           156
  Increase (decrease) in accounts payable - trade   3,866         (1,554)
  Provision for DOD settlement                      3,199         (2,347)
  Increase(decrease) in accrued liabilities           114         (2,658)
  Increase(decrease) in income taxes payable          525           (101)
  Other                                                42             23
                                              -----------      ---------
Net cash provided by operating activities           7,600          4,756
                                              -----------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Fixed asset purchases                              (345)        (1,800)
                                                ----------     ---------
Net cash used in investing activities                (345)        (1,800)
                                               ----------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of bank borrowings                     (1,593)        (2,398)
  Dividend paid to Villa minority shareholders       (505)             -
                                               ----------      ---------
Net cash used in financing activities              (2,098)        (2,398)
                                               ----------      ---------
EFFECT OF EXCHANGE RATE CHANGES                       215             77
                                               ----------      ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS             5,372            635
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD                                       1,381            895
                                               ----------      ---------
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD                                        $ 6,753       $  1,530
                                               ==========      =========

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 2, 2003.  Certain prior year's amounts have been  reclassified
to conform to the current period presentation.

The Company's  fiscal year is based on a 52/53 week cycle ending on the Saturday
nearest to July 31.  Results of the Company's  Milan,  Italy based Villa Sistemi
Medicali S.p.A ("Villa") subsidiary are reported on a one-month lag.

The Company  recognizes  revenue upon  shipment,  provided  there is  persuasive
evidence of an arrangement,  there are no uncertainties  concerning  acceptance,
the sales price is fixed,  collection  of the  receivable  is probable  and only
perfunctory  obligations  related to the arrangement  need to be completed.  The
Company's  products are covered primarily by one year warranty plans and in some
cases optional extended warranties for up to five years are offered. The Company
establishes  allowances  for  warranties as more fully  described in the Product
Warranty footnote herein. The Company recognizes service revenue when repairs or
out of warranty  repairs are  completed.  The Company has an FDA  obligation  to
continue to provide repair service for certain  medical  systems for up to seven
years past the  warranty  period,  which are billed to the  customers  at market
rates.

FINANCIAL CONDITION AND LIQUIDITY

As discussed in the  Contingencies  footnote herein, in February 2004 Del Global
reached an agreement in principle with the US Government  regarding a settlement
of the civil  and  criminal  aspects  of the  Department  of  Defense's  (DOD's)
investigation  into  certain  business  practices  at its  RFI  subsidiary.  The
settlement  would include the Company  pleading guilty to one criminal count and
agreeing to pay fines and  restitution to the US Government of $4,600 if paid by
June 30,  2004  and  $5,000  if paid by  September  30,  2004.  There  can be no
assurance  that the  Company  will  enter into a binding  agreement  with the US
Government regarding the settlement,  or that the terms will not be changed. The
Company  does not expect to have  funds  available  as early as June  30,2004 in
order to pay the reduced settlement amount.

Del Global  expects to work with the DOD to avoid any future  limitations on the
ability of the  Company  to do  business  with U.S.  Government  entities.  Such
limitations could include the U.S. Government seeking a "debarment" or exclusion
of the Company from doing business with U.S. Government entities for a period of

                                       7





time. Because management  believes that it has been responsive in addressing the
problems that  affected RFI in the past,  the Company  believes this  settlement
will not limit or interrupt its ability to service the  governmental and defense
sectors of its business.

As of January  31,2004  the  Company  was out of  compliance  with the  Adjusted
Earnings,  Adjusted US Earnings,  Senior Debt Ratio,  and Fixed Charge  Coverage
Ratio  covenants  of its lending  facility  with General  Electric  Capital Corp
("GECC").  In March  2004,  the  Company  received  a waiver  of these  covenant
defaults  from GECC and signed a Fourth  Amendment to the credit  facility  with
GECC. This Fourth Amendment (i) includes  revisions to the financial  covenants,
(ii) provides for a $100 waiver fee payable  immediately  and a $500 fee payable
to GECC  earned  immediately  but  payable  on the  earlier  to occur of  (a)the
expiration of the GECC Facility  and/or (b) the date of repayment of all amounts
outstanding  under and the termination of the GECC Facility,  (iii) includes the
elimination of the early termination fee under the GECC facility,  (iv) contains
the consent of GECC for the Company to obtain  funding  from a junior  lender to
fund the proposed settlement regarding the DOD matter, (v) replaces the existing
prime rate and LIBOR pricing with pricing based on 30 day Commercial  Paper plus
3.5% and (vi)  requires the Company to have  entered  into a written  settlement
agreement  regarding the DOD matter on terms acceptable to GECC and to have paid
the U.S.  Government  an amount not to exceed $5.0  million with respect to such
settlement  by  September  30,  2004.  The Company has included the $600 in fees
associated with this amendment in Interest Expense for the three and nine months
periods  ended  May  1,  2004  on the  accompanying  Consolidated  Statement  of
Operations. While the Company is in compliance with these covenants as of May 1,
2004,  there can be no  assurance  that the Company  will be able to continue to
meet them. If the Company were to breach the  covenants,  GECC could  accelerate
the amounts due under and foreclose on assets securing the GECC Facility and the
Company  would be forced to seek  alternative  sources of  funding  for its debt
repayment  obligations.  Previously,  the Company has breached certain financial
covenants in the GECC Facility,  including in the fourth quarter of fiscal 2003,
for which it has obtained waivers of  non-compliance.  The GECC Facility expires
on December 31, 2004. No assurances can be made that the Company will be able to
renew or replace the GECC  Facility on terms  acceptable  to the Company,  or at
all.

As of May 1,  2004,  the  Company  does not have  sufficient  cash  balances  or
borrowing  availability under its lending facilities to fund the $5,000 required
by the  settlement  with the US  Government on September 30, 2004 or to fund the
lesser amounts stipulated upon earlier payment.

The  Company's  Board of  Directors  has  retained  Imperial  Capital,  LLC,  an
investment  bank, to assist the Company in exploring all strategic  alternatives
to raise the  additional  funding  necessary to fund the proposed DOD settlement
and to maximize returns to shareholders.

In particular,  such alternatives  include potential financings and asset sales.
The Company would be required to obtain an amendment to, or other accommodations
in, its  existing  credit  facility  from its current  U.S.  lender prior to the
consummation of any additional financing or asset sales.

The Company's  present  lenders have  indicated a  willingness  to work with the
Company on these  strategic  alternatives.  Presently  management  has  received
initial  term sheets from lenders  that would  provide for the  repayment of the
existing lender and additional borrowings necessary to fund the DOD settlement.

                                       8





There can be no assurance that the additional  capital  required to fund the DOD
settlement will be available to the Company either through a replacement  lender
or through  asset  sales on terms  acceptable  to the  Company or at all. If the
Company is unable to fund the settlement with the US Government,  it is possible
the US  Government  could  seek  injunctive  relief or other  civil or  criminal
actions.

STOCK BASED COMPENSATION

SFAS No. 148, Accounting for Stock-based Compensation-Transition and Disclosure,
an  amendment  of FASB  Statement  No.  123,  amends  SFAS  No.  123 to  provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  It also amends the
disclosure  provisions of SFAS No. 123 to require  prominent  disclosure in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The Company has elected to continue to account for stock-based  awards
to employees  using the intrinsic  value method of accounting in accordance with
Accounting  Principles  Board  Opinion No 25,  "Accounting  for Stock  Issued to
Employees."  The Company's  practice in granting these awards to employees is to
set the  exercise  price of the stock  options  equal to the market price of our
underlying  stock on the date of  grant.  Therefore  under the  intrinsic  value
method,  no  compensation  expense is recognized  in the Company's  Consolidated
Statements of Operations.

Had compensation cost for the Company's stock option plans been determined based
on the fair value at the grant dates for awards  under  those  plans  consistent
with the methods  recommended  by SFAS 123, the  Company's net loss and net loss
per share for the three and nine months  ended May 1, 2004 and May 3, 2003 would
have been stated at the pro forma amounts indicated below:

                                Three Months Ended     Nine Months Ended
                                ------------------     -----------------
                                May 1,     May 3,        May 1,    May 3,
                                  2004      2003          2004      2003
                               -------   -------       -------   -------
Net loss - as reported        $ (289)   $(3,926)      $(13,253)  $(10,787)

  Add: Total stock-based
  awards determined under
  fair value method              (114)      (161)         (342)      (483)
                               -------    -------       -------   -------
Proforma Net loss             $  (403)   $(4,087)     $(13,595)  $(11,270)
                               =======    =======       =======   =======
Loss per share -
Basic and diluted

  As reported                 $ (0.03)    $(0.38)      $ (1.28)    $(1.04)
  Proforma                    $ (0.04)    $(0.40)      $ (1.32)    $(1.09)

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial  Accounting  Standards Board ("FASB") issued FASB
Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities." In
December  2003,  the FASB issued FIN No. 46  (Revised)  ("FIN  46-R") to address
certain FIN 46  implementation  issues.  This  interpretation  requires that the

                                       9





assets,  liabilities,  and results of activities of a Variable  Interest  Entity
("VIE") be consolidated into the financial statements of the enterprise that has
a controlling interest in the VIE. FIN 46R also requires additional  disclosures
by primary  beneficiaries and other significant  variable interest holders.  For
entities  acquired  or  created  before  May 3,  2003,  this  interpretation  is
effective no later than the end of the first interim or annual  reporting period
ending after March 15, 2004,  except for those VIE's that are  considered  to be
special purpose entities,  for which the effective date is no later than the end
of the first interim or annual  reporting period ending after December 15, 2003.
For  all  entities  that  were  acquired   subsequent  to  May  1,  2003,   this
interpretation  is effective  as of the first  interim or annual  period  ending
after  December 31, 2003.  The  adoption of this  interpretation  did not have a
material impact on the Company's consolidated financial statements.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill  represents the excess of the cost of acquisitions  over the fair value
of the identifiable  assets acquired and liabilities  assumed.  Other intangible
assets  are  the  Company's  distribution  network  and  non-compete  agreements
acquired with the purchase of certain  assets of a subsidiary.  Intangibles  are
being  amortized on a  straight-line  basis over their  estimated  useful lives,
which range from 5 to 10 years.  The  components of our  amortizable  intangible
assets are as follows:

                     May 1, 2004                   August 2, 2003
                  ----------------                 --------------
             Gross Carrying  Accumulated     Gross Carrying   Accumulated
                 Amounts     Amortization        Amounts      Amortization
Non-Compete
Agreements       $     -        $     -           $   902        $   738

Distribution
Network              653            533               653            484
                 -------        -------           -------        -------
Total            $   653        $   533           $ 1,555        $ 1,222
                 =======        =======           =======        =======

Amortization  expense for intangible  assets during the three and nine months of
fiscal year 2004 was $16 and $89, respectively, and for fiscal year 2003 was $36
and $108, respectively. Estimated amortization expense for the remainder of 2004
and the succeeding fiscal years is as follows:

     2004 (remainder)         $ 16
     2005                       66
     2006                       38

There are no components of intangible assets that have an indefinite life.

At the  end of the  second  quarter  of  fiscal  year  2004,  due to  continuing
operating  losses  at the  Company's  Del High  Voltage  division,  the  Company
concluded  that  sufficient  indicators of impairment  were present to warrant a
review  of the  goodwill  and  intangible  assets  of this  reporting  unit.  In
accordance with the provisions of SFAS 142, based on a recent  valuation of this
reporting  unit, the Company  compared the implied fair value of the goodwill to

                                       10





the actual  carrying  value as of January 31, 2004,  and concluded an impairment
loss of $1,328 had occurred. Accordingly, a charge of $1,328 was recorded during
the  second  quarter  of  fiscal  year  2004  on the  accompanying  Consolidated
Statement of Operations.

The  Company  also  conducted  an  impairment  test  of the  carrying  value  of
non-compete  agreements related to the Del High Voltage division.  In accordance
with the  provision of SFAS 144, the Company  compared the expected  future cash
flows related to the non-compete  agreements to the carrying value and concluded
and impairment loss of $125 had occurred.  Accordingly,  the Company  recorded a
charge of $125 during the second quarter of fiscal year 2004 on the accompanying
Consolidated Statement of Operations.

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  evaluated  using  perpetual  inventory
records for interim reporting periods.  For certain  subsidiaries during interim
periods we estimate the amount of labor and overhead  costs  related to finished
goods  inventories.  The  estimation  methodologies  used for interim  reporting
purposes are  described  in  Management's  Discussion  and Analysis of Financial
Condition  and Results of  Operations  under the subtitle  "Critical  Accounting
Policies".

                                           May 1, 2004        August 2, 2003
                                         -----------------   ----------------
 Raw materials and purchased parts          $ 14,801            $ 15,161
 Work-in-process                               3,015               3,757
 Finished goods                                3,020               3,377
                                          ----------           ----------
                                              20,836              22,295
 Less allowance for obsolete and excess
  inventory                                   (3,704)             (3,847)
                                         -----------           ----------
        Total inventory, net                $ 17,132            $ 18,448
                                         ===========           ==========

PRODUCT WARRANTIES

The Company's  products are covered  primarily by one-year warranty plans and in
some cases  optional  extended  contracts may be offered  covering  products for
periods up to five years,  depending upon the product and  contractual  terms of
sale. The Company  establishes  allowances for warranties on an aggregate  basis
for specifically  identified,  as well as anticipated,  warranty claims based on
contractual terms,  product conditions and actual warranty experience by product
line.

During the first nine months of fiscal 2004,  the Company  incurred  payments of
$691 related to warranty claims  submitted and accrued $1,206 related to product
warranties  issued  during the first nine months of fiscal 2004.  The  liability
related to  warranties  is  included  in accrued  expenses  on the  accompanying
Consolidated  Balance Sheets and is $1,184 and $670 at May 1, 2004 and August 2,
2003, respectively.

DEFERRED INCOME TAX ASSET

Deferred  income  tax  assets  and  liabilities  represent  the  effects  of the
differences  between the income tax basis and financial  reporting  basis of the
assets and  liabilities  at the tax rates  expected at the time the deferred tax

                                       11





liability or asset is expected to be settled or realized.  Based on  information
and forecasts  available as of August 2003, the Company  recorded a net deferred
income tax asset of $8,739,  with $2,591  classified  as a current asset and the
balance of $6,148 as a long term asset.

Based on an evaluation conducted in February 2004, management concluded that due
to recent  results being lower than  originally  anticipated,  it was prudent to
establish an additional  valuation  allowance of $1,859 against current deferred
tax assets and $5,312  against  long term  deferred  tax assets.  The  valuation
allowance  was  computed  by  estimating  the  amount of future  taxable  income
expected over the net operating loss carryforward  period, and that estimate was
based principally on the Company's recent  performance.  The valuation allowance
recorded  is the  estimate  of the amount of  deferred  tax assets that are more
likely than not to go  unrealized  by the  Company.  A  corresponding  amount of
$7,171 was charged to the income tax  provision for the six months ended January
1, 2004 to reflect this valuation allowance.

The total income tax provision, including the $7,171 valuation allowance and tax
provision  amounts recorded at Villa, was $940 and $8,479 for the three and nine
month periods ended May 1, 2004, respectively.  The provision of $940 recognized
during the third  quarter  ended May 1, 2004  includes  $732 in US income  taxes
recognized upon the receipt of a $1,922 intercompany dividend from the Company's
Villa Sistemi Medicali ("Villa") subsidiary located in Milan, Italy. The Company
estimates  that it is more likely than not the remaining  deferred asset will be
utilized against future operating profits;  however,  no assurances can be given
that results of operations will generate profits in the future.

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 2004 and 2003 was as follows:

                             Three Months Ended          Nine Months Ended
                              May 1,       May 3,         May 1,       May 3,
                                2004         2003           2004         2003
                          ----------    -----------  ----------    -----------
Net loss                    $  (289)      $(3,926)    $(13,253)     $ (10,787)
Foreign currency
  translation adjustments      (304)          202          286            493
                            --------     ---------    --------      ---------
 Comprehensive loss          $ (593)      $(3,724)    $(12,967)     $ (10,294)
                           =========     =========    ========      ==========

                                       12





LOSS PER SHARE

                             Three Months Ended          Nine Months Ended
                              May 1,       May 3,         May 1,       May 3,
                                2004         2003           2004         2003
                          ----------    -----------  ----------    -----------
Numerator:
   Net loss               $      (289)      $(3,926)    $(13,253)     $(10,787)
Denominator:
 Denominator for basic
    loss per share -
  Weighted average shares
    outstanding            10,332,548    10,338,140   10,332,548    10,344,390
  Effect of dilutive
      securities                   -             -            -             -
                          -----------    ----------  -----------    ----------
 Denominator for diluted
    loss per share         10,332,548    10,338,140   10,332,548    10,344,390
                          ===========    ==========   ==========    ==========
(Loss) per basic and
  diluted common share    $     (0.03)    $   (0.38)  $    (1.28)     $  (1.04)
                          ===========    ==========   ===========   ==========

Common  shares  outstanding  for the current  period and prior period ended were
reduced by 643,533 shares of treasury  stock.  The computation of diluted shares
outstanding does not include 2,110,230 and 2,165,055  employee stock options and
1,065,000 and 1,065,000  warrants to purchase Company common stock, as of May 1,
2004  and May 3,  2003,  respectively,  because  the  effect  of  their  assumed
conversion would be anti-dilutive.

                                       13





SEGMENT INFORMATION

The  Company  has  three  reportable  segments:  Medical  Systems  Group,  Power
Conversion Group and Other. The "Other" segment includes  unallocated  corporate
costs. Interim segment information is as follows:

                                        Medical      Power
For three months ended                  Systems   Conversion
May 1, 2004                              Group       Group    Other   Total
- -----------------------                 --------- ---------- ------- -------
Net Sales to Unaffiliated Customers     $17,417   $  6,996        -  $24,413
Cost of sales                            13,346      5,026        -   18,372
                                        -------   --------   ------   ------
Gross margin                              4,071      1,970        -  $ 6,041

Operating expenses                        2,482      1,463   $  444    4,389
Litigation settlement costs                   -          -        -        -
Impairment of Goodwill                        -          -        -        -
                                        -------   --------   ------   ------
Total operating expenses                  2,482      1,463      444    4,389
                                        -------   --------   ------   ------
Operating income / (loss)               $ 1,589   $    507   $ (444) $ 1,652
                                        =======   ========   ======   ======
                                        Medical      Power
For three months ended                  Systems   Conversion
May 3, 2003                              Group       Group    Other   Total
- -----------------------                 -------   ---------- ------   ------
Net Sales to Unaffiliated Customers     $13,415   $  9,624        -  $23,039
Cost of sales                            10,445      7,466        -   17,911
                                        -------   ---------  ------  -------
Gross margin                              2,970      2,158        -    5,128

Operating expenses                        2,865      2,250   $1,065    6,180
Litigation settlement costs (recovery)        -      2,347     (221)   2,126
Facilities reorganization costs               -        175       78      253
                                        -------   --------- -------    -----
Total operating expenses                  2,865      4,772      922    8,559
                                        -------   --------- -------   ------
Operating income / (loss)               $   105   $ (2,614)  $ (922) $(3,431)
                                        =======   ========= =======   ======

                                        Medical     Power
For nine months ended                   Systems   Conversion
May 1, 2004                              Group       Group    Other    Total
- -----------------------                 -------   --------  -------   -------
Net Sales to Unaffiliated Customers     $54,952   $ 21,006        -   $75,958
Cost of sales                            41,890     17,239        -    59,129
                                        -------   --------   ------    ------
Gross margin                             13,062      3,767        -    16,829

Operating expenses                        8,588      4,663   $1,758    15,009
Litigation settlement costs                   -      3,199        -     3,199
Impairment of Goodwill                        -      1,453        -     1,453
                                        -------   --------   ------    ------
Total operating expenses                  8,588      9,315    1,758    19,661
                                        -------   --------   ------    ------
Operating income / (loss)               $ 4,474   $ (5,548) $(1,758)  $(2,832)
                                        =======   ========   ======    ======

                                       14





                                         Medical    Power
For nine months ended                     Systems    Conversion
May 3, 2003                                 Group      Group    Other   Total
- -----------------------                  -------  ----------  ------   --------
Net Sales to Unaffiliated Customers       $40,757   $34,150        -   $74,907
Cost of sales                              31,510    27,505        -    59,015
                                          -------  ---------  ------  --------
Gross margin                                9,247     6,645        -    15,892

Operating expenses                          8,534     6,472   $ 3,200   18,206
Litigation settlement costs (recovery)          -     2,347      (221)   2,126
Facilities reorganization costs                 -       564       142      706
                                         --------   --------  -------   ------
Total operating expenses                    8,534     9,383     3,121   21,038
                                         --------   -------   -------   ------
Operating income / (loss)                 $   713   $(2,738)  $(3,121) $(5,146)
                                         ========   =======   =======  =======

CONTINGENCIES

Securities and Exchange Commission ("SEC") Investigation - On December 11, 2000,
the Division of  Enforcement  of the SEC issued the SEC Order,  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.  In conjunction with this investigation,
the Company provided numerous documents and cooperated fully with the SEC staff.

In May 2004,the  SEC's  Commissioners  approved a consent  agreement the Company
signed with the Staff of the SEC in December  2003 for a settlement of the SEC's
claims against the Company that included a previously  announced penalty of $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 settlement remains subject to court approval. We can
give no assurance that this settlement will receive court approval.

Previously,  the Company had reached an agreement  in principle  with the SEC on
these settlement  terms,  which management  believed provided a reasonable basis
for estimating 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 the  agreement  in  principle  with the SEC  staff,  which  included
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 electro magnetic  interference  filters for  communications and defense
applications.  Since March 2002,  the DOD has been  investigating  certain  past
practices  at RFI which  date back  more  than six  years and  pertain  to RFI's
Military Specification testing, record keeping and general operating procedures.
Management retained special counsel to represent the Company on this matter. The
Company has  cooperated  fully with this  investigation,  including  voluntarily
providing  employees to be  interviewed  by the Defense  Criminal  Investigative
Services division of the DOD.

                                       14





In June 2003,  the  Company was advised  that the US  Government  was willing to
enter  into   negotiations   regarding  a   comprehensive   settlement  of  this
investigation.  Prior to the preliminary  discussions  with the US Government in
June 2003,  the Company had no basis to estimate  the  financial  impact of this
investigation.   Based  on  preliminary   settlement  discussions  with  the  US
Government,  discussions  with the Company's  legal advisors,  consideration  of
settlements  reached by other  parties in  investigations  of this  nature,  and
consideration of the Company's capital  resources,  management then developed an
estimate  of the  low  end of  the  potential  range  of the  financial  impact.
Accordingly,  during the third  quarter of fiscal 2003,  the Company  recorded a
charge of $2,347  which  represents  its  estimate  of the low end of a range of
potential fines and legal and professional fees.

In February  2004,  Del Global  reached an agreement  in  principle  with the US
Government  regarding  settlement of the civil and criminal aspects of the DOD's
investigation.  The settlement  would include the Company pleading guilty to one
criminal count and agreeing to pay fines and restitution to the US Government of
$4,600 if paid by June 30, 2004 and $5,000 if paid by September 30, 2004.  There
can be no assurance  that the Company will enter into a binding  agreement  with
the US Government regarding the proposed settlement,  or that the terms will not
be  changed.  The  Company  will need to raise  additional  capital to fund this
settlement.  There can be no assurance that additional capital will be available
to the Company on terms  acceptable  to the Company or at all.  The Company does
not expect to have funds  available as early as June 30,2004 in order to pay the
reduced settlement amount.


In connection with this settlement,  Del Global  recognized an additional charge
of  approximately  $3,199 in the second  quarter  of fiscal  2004.  This  charge
represents  the  difference  between the $2,347  charge  taken  during the third
quarter  of fiscal  2003,  and the up to $5,000 in fines and  restitution,  plus
estimated legal and professional fees related to this settlement.  The liability
associated with these charges is included in Litigation  settlement  reserves on
the accompanying balance sheet.

Del Global  expects to work with the DOD to avoid any future  limitations on the
ability of the  Company  to do  business  with U.S.  Government  entities.  Such
limitations could include the U.S. Government seeking a "debarment" or exclusion
of the Company from doing business with U.S. Government entities for a period of
time. Because management  believes that it has been responsive in addressing the
problems that  affected RFI in the past,  the Company  believes this  settlement
will not limit or interrupt its ability to service the  governmental and defense
sectors of its  business.  There can be no  assurance  that a debarment  will be
avoided and that the Company  will be able to generate  sufficient  funds to pay
either the $5,000 in fines or restitution or accelerate payment to pay a reduced
amount.

The  Company's  Board of  Directors  has  retained  Imperial  Capital,  LLC,  an
investment  bank, to assist the Company in exploring all strategic  alternatives
to raise the additional  funding necessary to fund the proposed  settlement with
the US Government  regarding the DOD  investigation,  and to maximize returns to
shareholders.  In particular, such alternatives include potential financings and
asset sales.  The Company  would be required to obtain an amendment to, or other
accommodations  in, its existing  credit  facility from its current U.S.  lender
prior to the consummation of any additional financing or asset sales.

Shareholder  Suit - On February 6, 2004, a motion was filed for summary judgment
to enforce a January 2002 class action settlement  agreement entered into by the
Company.  The  motion  seeks  damages  in the  amount  of $1,250  together  with

                                       16





interest,  costs and disbursements,  and a declaration that $2,000 in promissory
notes  issued as part of the class action  settlement  are  immediately  due and
payable, as the value of damages due to the Company's failure to timely complete
a  registration  statement  related  to the  common  shares  underlying  certain
warrants granted in the class action settlement. The Company filed opposition to
this matter on March 5, 2004.  Plaintiffs  filed reply papers on March 19, 2004.
In addition,  the Company filed a registration  statement related to the warrant
shares on March 23,2004, and it was declared effective by the SEC on May 7,2004.
The Company  believes that the motion for summary  judgment is without merit and
intends to vigorously defend this matter.  There can be no assurances,  however,
that the Company will be successful in defending this motion.

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 May 3, 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 calendar 2004. At time of settlement, the Company expects to recognize a
related  charge  of  approximately  $500,   including  a  cash  disbursement  of
approximately $200.

Employment  Matters - The Company has an employment  agreement with Samuel Park,
the previous  CEO,  for the period May 1, 2001 to April 30,  2004.  The terms of
this agreement provided a base salary,  bonuses and deferred  compensation.  The
bonus  provided by this  agreement was based on a percentage of the base salary,
if  certain  performance  goals  established  by the  Board  were  achieved.  In
addition, the employment agreement provided for certain payments in the event of
death, disability or change in the control of the Company.

On  October  10,  2003,  the  Company  announced  the  appointment  of Walter F.
Schneider as President  and CEO to replace Mr. Park,  effective as of such date.
As a result,  the Company  recorded a charge of $200 during the first quarter of
fiscal  2004 to  accrue  the  balance  remaining  under  Mr.  Park's  employment
agreement.

In addition,  the Company's Board of Directors  elected at the Company's  Annual
Meeting of Shareholders held on May 29, 2003 had previously reviewed the "change
in control"  provisions  regarding payments totaling up to approximately  $1,800
under the employment  agreement between the Company and Mr. Park. As a result of
this review and based upon,  among other things,  the advice of special counsel,
the  Company's  Board of Directors  determined  that no  obligation to pay these
amounts had been  triggered.  Prior to his departure from the Company on October
10, 2003, Mr. Park orally informed the Company that,  after reviewing the matter
with his counsel,  he believed that the obligation to pay these amounts had been
triggered.  On October 27, 2003,  the Company  received a letter from Mr. Park's
counsel  demanding payment of certain sums and other  consideration  pursuant to
the Company's  employment  agreement  with Mr. Park,  including  these change in
control  payments.  On November 17, 2003, the Company filed a complaint  against
Mr. Park seeking a declaratory judgment that no change in control payment was or
is due to Mr. Park,  and that an amendment to the  employment  contract with Mr.
Park  regarding  advancement  and  reimbursement  of legal fees is  invalid  and
unenforceable.  Mr. Park  answered  the  complaint  and  asserted  counterclaims
seeking  payment  from the  Company  based on his  position  that a  "change  in
control" occurred in June 2003. Mr. Park is also seeking other  consideration he

                                       17





believes he is owed under his employment agreement. The Company filed a reply to
Mr. Park's  counterclaims  denying that he is entitled to any of these payments.
If paid in a lump sum, these payments may have a material  adverse effect on the
Company's liquidity.  It is not possible to predict the outcome of these claims.
However,  the Company's Board of Directors does not believe that such a claim is
reasonably likely to result in a material decrease in the Company's liquidity in
the foreseeable future.

Indemnification  Legal Expenses - Pursuant to  indemnification  and  undertaking
agreements with certain former  officers,  directors and employees,  the Company
has advanced legal expenses in connection with the Company's previously reported
accounting   irregularities   and  the  related   shareholder   litigation   and
governmental   enforcement  actions.  During  fiscal  2003,  the  Company  spent
approximately  $310 in the  advancement  of  legal  expenses  pursuant  to these
agreements.  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.

In addition,  the Company is a defendant in several other legal actions  arising
from the normal  course of  business  in various US and  foreign  jurisdictions.
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 EVENTS

On April 7, 2004, the Company began employment  termination  proceedings against
the General  Manager of its Villa  Subsidiary,  and on April 30,  2004,  she was
removed  from  her  position  as  Managing   Director  by  resolution  of  Villa
shareholders.  On April 29,2004 the former Managing  Director took a preliminary
action which may ultimately  allow her to institute legal  proceedings  alleging
certain damages based on a Change in Control  provision of her contract and seek
various  additional  actions or damages available under Italian law. The Company
believes the former Managing Director's Change in Control provision has not been
violated and that her dismissal was justified in accordance  with the provisions
of Italian law. The Company  continues to evaluate  this  situation  and has not
recorded a provision  for possible  charges  associated  with this matter in the
accompanying financial statements.

                                       18





              DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of the Private
Securities  Litigation Reform Act of 1995. These statements are based on current
expectations  and the  current  economic  environment.  We  caution  that  these
statements  are not guarantees of future  performance.  They involve a number of
risks and uncertainties that are difficult to predict including, but not limited
to, our  ability to  implement  our  business  plan,  retention  of  management,
changing industry and competitive  conditions,  obtaining  anticipated operating
efficiencies, securing necessary capital facilities, favorable determinations in
various legal and regulatory  matters,  including a settlement of the Department
of Defense investigation on terms that we can afford and that does not include a
debarment  from doing  business with the US  Government,  and favorable  general
economic conditions. Actual results could differ materially from those expressed
or implied in the forward-looking  statements.  Important  assumptions and other
important  factors that could cause  actual  results to differ  materially  from
those in the  forward-looking  statements are specified in the Company's filings
with the Securities and Exchange Commission  including our Annual Report on Form
10-K for the fiscal year ended August 2, 2003.

OVERVIEW

The  Company is a leader in  developing,  manufacturing  and  marketing  medical
imaging equipment and power conversion subsystems and components worldwide.  Our
products include  stationary and portable medical  diagnostic imaging equipment,
high  voltage  power  systems  and  electronic  systems and  components  such as
electronic filters,  transformers and capacitors.  We manage our business in two
operating segments; our Medical Systems Group and our Power Conversion Group. In
addition,  we  have a third  reporting  segment,  Other,  comprised  of  certain
unallocated corporate general and administrative expenses.

CRITICAL ACCOUNTING POLICIES

Complete descriptions of significant  accounting policies are outlined in Note 1
of our Form  10-K for the  fiscal  year  ended  August  2,  2003.  Within  these
policies,  we have  identified  the  accounting  for deferred tax assets and the
allowance  for  obsolete  and  excess  inventory  as being  critical  accounting
policies due to the significant amount of estimates involved.  In addition,  for
interim periods, we have identified the valuation of finished goods inventory as
being critical due to the amount of estimates involved.

DEFERRED INCOME TAXES

We account for deferred  income taxes in accordance  with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," whereby we
recognize an asset  related to our net operating  loss carry  forwards and other
temporary differences between financial reporting basis and income tax basis. As
of August 2, 2003, this deferred income tax asset represented  approximately 14%
of our  total  assets.  The  valuation  of  our  deferred  tax  assets  and  the
recognition  of tax benefits in each period  assumes  future  taxable income and
profitability.  We periodically evaluate the likelihood of the recoverability of
our deferred tax asset  recognized,  based upon our actual operating results and
expectations of future operating profits.

                                       19





During  February  2004, as part of its  customary six month  planning and review
cycle,  management updated each business units' forecasts for the second half of
fiscal 2004.  After reviewing the second half  expectations,  coupled with lower
than expected first half operating  results and the uncertain  economic outlook,
management  concluded  that it was  prudent  to record an  additional  valuation
allowance of $7.2 million,  thereby increasing the total valuation  allowance to
$17.2  million  against  both  long and  short-term  deferred  tax  assets.  The
valuation  allowance  was computed by  estimating  the amount of future  taxable
income  expected  over the net  operating  loss  carryforward  period,  and that
estimate  was  based  principally  on  the  Company's  recent  performance.  The
valuation  allowance  recorded is the  estimate  of the amount of  deferred  tax
assets that are more likely than not to go unrealized by the Company.

A  corresponding  amount of $7.2 million was recorded as an income tax provision
for the three and six month periods  ended January 31, 2004. We anticipate  that
it is more likely  than not the  remaining  deferred  tax asset will be utilized
against future  operating  profits or as an offset to dividend  income  received
from our Villa subsidiary.  However, we can make no assurances that our business
will generate profits in the future.

OBSOLETE AND EXCESS INVENTORY

Another significant estimate is our allowance for obsolete and excess inventory.
We re-evaluate  our allowance for obsolete  inventory  once a quarter,  and this
allowance comprises the most significant portion of our inventory reserves.  The
re-evaluation  of reserves  is based on a written  policy,  which  requires at a
minimum that reserves be established  based on our analysis of historical actual
usage on a part-by-part  basis.  In addition,  if management  learns of specific
obsolescence in addition to this minimum formula, these additional reserves will
be recognized as well. Specific  obsolescence might arise due to a technological
or market change,  or based on  cancellation of an order. As we typically do not
purchase inventory  substantially in advance of production  requirements,  we do
not expect  cancellation of an order to be a material risk.  However,  market or
technology changes can and do happen.

VALUATION OF FINISHED GOODS INVENTORIES

In addition,  we use certain estimates in determining interim operating results.
The most significant  estimates in interim  reporting relate to the valuation of
finished goods inventories.  For certain  subsidiaries,  for interim periods, we
estimate  the  amount of labor and  overhead  costs  related to  finished  goods
inventories.  As of May 1, 2004, finished goods represented  approximately 14.5%
of the gross  carrying  value of our  total  gross  inventory.  We  believe  the
estimation methodologies used to be appropriate and consistently applied.

                                       20





CONSOLIDATED RESULTS OF OPERATIONS

Consolidated  net sales of $24.4  million  for the third  quarter of fiscal 2004
increased  by $1.4  million or 6.0% from fiscal 2003 third  quarter net sales of
$23.0 million,  with decreases at the Power Conversion Group more than offset by
increases  at our Medical  Systems  Group.  The Medical  Systems  Group's  third
quarter  fiscal 2004 sales of $17.4  million  improved by $4.0  million or 29.8%
from the prior year's third quarter with  increases at  international  locations
partially offset by a $0.4 million decline at domestic locations, plus favorable
exchange rate effects from the translation of Villa's financial  statements from
euros.  The Power  Conversion  Group's third  quarter  fiscal 2004 sales of $7.0
million decreased by $2.6 million,  or 27.3% from last year's levels,  primarily
due to decreases in Explosive Detection System ("EDS") business and the shift to
in-house  production  of  components  formerly  purchased  from  us  by a  large
customer.

Consolidated net sales of $76.0 million for the first nine months of fiscal 2004
were slightly higher than the $74.9 million reported in the first nine months of
fiscal 2003,  with increases at our Medical  Systems Group  partially  offset by
decreases at the Power Conversion  Group. The Medical Systems Group's first nine
month fiscal 2004 sales of $55.0 million  improved by $14.2  million,  or 34.8%,
from the prior year's first nine months,  with strong increases at international
locations  offsetting a decline at domestic  locations,  plus favorable exchange
rate effects from the  translation of Villa's  financial  statements from euros.
This increase in sales  included the second quarter fiscal 2004 shipment of $8.5
million of medical  equipment to the Ministry of Social Services in Mexico.  The
Power  Conversion  Group's  first nine month fiscal 2004 sales of $21.0  million
decreased by $13.1  million or 38.5% from last year's  levels,  primarily due to
decreases  in  Explosive  Detection  System  ("EDS")  business  and the shift to
in-house  production  of  components  formerly  purchased  from  us  by a  large
customer,  both of which took place  after the end of last fiscal  year's  third
quarter.

Consolidated  backlog at May 1, 2004 was $35.5 million  versus backlog at August
2, 2003 of  approximately  $26.3  million.  The backlog in the  Medical  Systems
Segment increased $12.3 million on strong international orders, partially offset
by a $3.0 million  decrease in the Power Conversion Group backlog from levels at
beginning of the fiscal year.  Substantially all of the backlog should result in
shipments within the next 12 months.

Gross  margins as a percent of sales were 24.7% for the third  quarter of fiscal
2004,  compared  to 22.3%  in the  third  quarter  of  fiscal  2003.  The  Power
Conversion  Group's  margins  for the third  quarter of fiscal  2004 were 28.2%,
versus 22.4% in the prior year quarter.  The fiscal 2004 third  quarter  margins
increased  due to  improvements  in  procurement  practices  resulting  in lower
average  material  costs.  The Medical Systems Group's fiscal 2004 third quarter
gross  margins of 23.4% were  slightly  higher than the 22.1% level in the prior
year  third  quarter  due to  higher  margins  domestically  as a result of cost
control measures.

                                       21





Selling,  General and Administrative  expenses ("SG&A") for the third quarter of
fiscal 2004 were $4.0 million (16.3% of sales),  compared to $5.5 million (23.8%
of sales) in the prior year's third quarter. The decline in SG&A as a percent of
sales is due to reduced headcount and lower legal and accounting fees.

SG&A expenses for the first nine months of fiscal 2004 were $13.9 million (18.3%
of sales),  compared to $16.5 million (22.0% of sales) in the same period in the
prior year. The decline in SG&A during the first nine months of fiscal 2004 is a
result of reduced corporate legal and accounting costs,  reductions in headcount
and cost  savings  due to the  consolidation  of the  Company's  Hicksville,  NY
facility into the Valhalla NY facility during fiscal 2003.

We have reached an agreement in principal with the U.S.  Government  regarding a
settlement  of the  civil  and  criminal  aspects  of the  previously  disclosed
Department of Defense ("DOD")  investigation  of our RFI subsidiary (See Part II
Item 1 "Legal  Proceedings").  The settlement would include the Company pleading
guilty to one criminal count and agreeing to pay fines and restitution to the US
Government  of $4.6 million if paid by June 30, 2004 and $5.0 million if paid by
September 30, 2004.

In connection with this settlement,  Del Global  recognized an additional charge
for  Litigation  settlement  costs of  approximately  $3.2 million in the second
quarter of fiscal 2004. This charge  represents the difference  between the $2.3
million charge taken during the third quarter of fiscal 2003, and the up to $5.0
million in fines and restitution,  plus estimated legal and  professional  fees,
related to this  settlement.  The  liability  associated  with these  charges is
included in Litigation  settlement  reserves on the  accompanying  balance sheet
There can be no assurance  that the Company will enter into a binding  agreement
with the US Government regarding the proposed settlement, or that the terms will
not be changed.  The Company will need to raise additional  capital to fund this
settlement.  There can be no assurance that additional capital will be available
to the Company on terms acceptable to the Company or at all.

During the second quarter of fiscal 2004, due to the continued  operating losses
at the  High  Voltage  division,  we wrote  off $1.5  million  in  goodwill  and
intangible  assets  associated with this business.  The High Voltage division is
part of the Power Conversion Group.

As a result of the foregoing,  we recognized third quarter fiscal 2004 operating
income of $1.7  million  compared to an  operating  loss of $3.4  million in the
third quarter of fiscal 2003. The third quarter fiscal 2004 operating income was
comprised  of $1.6  million  in income  at the  Medical  Systems  Group and $0.5
million in income at the Power Conversion Group, partially offset by unallocated
corporate  costs of $0.4  million.  For the first nine months,  we recognized an
operating loss of $2.8 million, compared to an operating loss of $5.1 million in
the first nine months of fiscal 2003. The Medical Systems Group posted operating
income of $4.5 million in the first nine months of fiscal 2004, offset by a $5.6
million  operating loss at the Power Conversion Group and unallocated  corporate
costs of $1.8 million.

Interest  expense  for third  quarter  and first nine  months of fiscal 2004 was
higher than the prior year's comparable  periods reflecting $0.6 million in fees
related to a revolving credit loan amendment.

During the first nine months of fiscal 2003, the Company recognized other income
of $0.5 million related to the settlement of a dispute in connection with a 1999
product  line  acquisition.  During the first nine  months of fiscal  2004,  the

                                       22





Company recognized other income of $0.1 million,  which included $0.2 million of
income related to favorable  settlements of product royalty disputes,  offset by
foreign exchange losses at the Villa subsidiary.

Provision  for income taxes for the three and six month period ended January 31,
2004  reflects  the  establishment  of a $7.2  million  deferred  tax  valuation
allowance  as  discussed  in Critical  Accounting  Policies,  above.  Management
periodically  evaluates the likelihood of the recoverability of the deferred tax
asset recognized on our balance sheet. Based on management analysis,  we believe
it is more  likely  than not that the  remaining  deferred  tax  assets  will be
realized.  Other than the establishment of a valuation allowance, we recorded no
adjustments to our current or deferred tax accounts during the first nine months
of fiscal 2004 with the exception of current tax provision  amounts  recorded at
Villa Sistemi, our foreign subsidiary,  and an amount of $0.7 million related to
US income taxes due upon the receipt of the  Company's  $2.0 million  share of a
dividend paid by Villa during the third quarter. During the three and nine month
periods of fiscal year 2003, we had recorded a deferred tax valuation  allowance
of $4.7 million.

Reflecting the above,  we recorded a net loss of $0.3 million or $0.03 per share
in the third  quarter of fiscal 2004, as compared to a net loss of $3.9 million,
or $0.38 per share,  in the third quarter of the prior year.  Our loss was $13.3
million or $1.28 per share in the first nine  months of this year  compared to a
loss of $10.8  million  or $1.04 per share for the first  nine  months of fiscal
2003.

FINANCIAL CONDITION

LIQUIDITY AND CAPIAL RESOURCES

We fund our  investing and working  capital needs through a combination  of cash
flow from operations and short-term credit facilities.

Working  Capital - At May 1, 2004 and August 2, 2003,  our  working  capital was
approximately  $8.2 million and $13.6 million,  respectively.  At such dates, we
had approximately $6.8 million and $1.4 million,  respectively, in cash and cash
equivalents.  As of May 1,  2004 we had  approximately  $2.1  million  of excess
borrowing  availability under our domestic revolving credit facility compared to
$3.8 million at August 2, 2003.

In  addition,  as of May 1,  2004,  our Villa  subsidiary  had an  aggregate  of
approximately  $7.0 million of excess borrowing  availability  under its various
short-term  credit  facilities  compared  to $6.7  million  of excess  borrowing
availability  at August 2, 2003.  Terms of the Italian credit  facilities do not
permit the use of borrowing  availability to finance operating activities at our
U.S. subsidiaries.

Cash Flows from Operating Activities - For the nine months ended May 1, 2004 the
Company generated  approximately $7.5 million of cash from operations,  compared
to a  generation  of $4.8  million in the nine months of the prior  fiscal year.
Contributing  to cash  generation  in the first nine  months of fiscal 2004 were
increases  in trade  payables  and accrued  liabilities  as well as decreases in
inventories  The first nine months of fiscal 2003  included  the  collection  of
approximately $4.0 million in income tax receivable.  This income tax receivable
was the result of filing  amended tax returns  and  carryback  claims for fiscal
1997 through 2001 due to a change in the tax laws permitting loss carry-backs of
five years from two years.

                                       23





Cash Flows from  Investing  Activities  - We have  expended  approximately  $0.3
million for  facility  improvements  and capital  equipment  for the nine months
ended May 1, 2004. We anticipate fiscal 2004 capital  expenditures will continue
to be lower than the  expenditures  in fiscal 2003 due to the  completion of the
facility  consolidation  work in Valhalla  and the HVAC  system in Italy  during
fiscal 2003.

Cash Flows from  Financing  Activities  - During the first nine months of fiscal
2004, we repaid a total of  approximately  $1.6 million of  indebtedness  on our
domestic  and  Italian  borrowings.  In  addition  the Villa  subsidiary  paid a
dividend  of  approximately  $2.5  million,  of which $0.5  million  was paid to
Villa's minority  shareholders.  The remaining $2.0 million,  net of withholding
taxes was an intercompany  transaction with the Parent Company and eliminated in
the accompanying financial statements.

The following table summarizes our contractual  obligations,  including debt and
operating leases at August 2, 2003: (in thousands)

            OBLIGATIONS                                WITHIN       2-3         4-5      AFTER 5
                                         TOTAL (1)     1 YEAR     YEARS       YEARS        YEARS
                                         ---------     ------     -----       -----        -----

Long-Term Debt Obligations                  $2,895       $508    $1,037        $771         $579
Capital Lease Obligations                    3,072        148       358         641        1,925
Subordinated Note                            2,000          -         -       2,000            -
Operating Lease Obligations                  1,873        959       897          17            -
                                             -----     ------    ------      ------       ------
Total Contractual Cash Obligations          $9,840     $1,615    $2,292      $3,429       $2,504
                                            ======     ======    ======      ======       ======

(1)   In  addition,  as of August 2, 2003 we had  approximately  $6.2 million in
      revolving  credit debt in the U.S. and $0.2 million in Italy.  The Italian
      credit  facilities  are  generally  renewed  on a yearly  basis and the US
      Credit  Facility  matures in December  2004. The maturity of the US Credit
      Facility  is subject to  acceleration  upon  certain  events of default as
      defined in the credit agreement, including uncured covenant defaults. Upon
      maturity,  the Company  anticipates  refinancing any balances remaining on
      the U.S. facility.

Credit  Facility and Borrowing - The Company has a $10 million senior  revolving
credit agreement entered into on June 10, 2002 with Transamerica Corporation. In
January  2004,  General  Electric  Credit  Corporation  ("GECC")  completed  the
acquisition  of   Transamerica   Corporation   and  assumed  the  ownership  and
administration of our US credit facility. This facility, as amended,  expires on
December 31, 2004. Interest under this US credit facility is based on thirty day
commercial paper rates plus a margin of 3.5%. The interest rate on the revolving
line of credit was 4.75% at August 2, 2003 and May 1, 2004. The GECC Facility is
subject to commitment  fees of 3/8% on the daily unused portion of the facility,
payable monthly. Under terms of the GECC Facility,  interest is calculated based
on the higher of the actual balance,  or a floor revolving  credit balance of $5
million.  The GECC  Facility is secured by  substantially  all of the  Company's
accounts  receivable,  inventory,  and fixed assets in the U.S. The terms of the
GECC  Facility  require  the  Company to comply  with  various  operational  and
financial  covenants,  and place  limitations  on the Company's  ability to make
capital expenditures and to pay dividends.

As of January 31,  2004,  the Company was out of  compliance  with the  Adjusted
Earnings,  Adjusted US Earnings,  Senior Debt Ratio,  and Fixed Charge  Coverage
Ratio  covenants of the GECC  Facility.  In March 2004,  the Company  received a
waiver of these covenant defaults from GECC and signed a Fourth Amendment to the
credit facility with GECC. This Fourth  Amendment (i) includes  revisions to the

                                       24





financial covenants, (ii) provides for a $100,000 waiver fee payable immediately
and a $500,000 fee payable to GECC earned immediately but payable on the earlier
to occur of (a) the expiration  date of the GECC Facility and/or (b) the date of
repayment  of all  amounts  outstanding  under and the  termination  of the GECC
Facility,  (iii) includes the elimination of the early termination fee under the
GECC  facility,  (iv)  contains  the  consent of GECC for the  Company to obtain
funding from a junior lender to fund the proposed  settlement  regarding the DOD
matter,  (v)  replaces the  existing  prime rate and LIBOR  pricing with pricing
based on 30 day Commercial Paper plus 3.5% and (vi) requires the Company to have
entered into a written  settlement  agreement  regarding the DOD matter on terms
acceptable  to GECC and to have paid the US  Government  an amount not to exceed
$5.0 million with respect to such  settlement by September  30, 2004.  While the
Company  expects to be able to meet  these  revised  covenants,  there can be no
assurance that the Company will be able to continue to meet them. If the Company
were to breach the  covenants,  GECC could  accelerate the amounts due under and
foreclose on assets  securing the GECC  Facility and the Company would be forced
to seek  alternative  sources of  funding  for its debt  repayment  obligations.
Previously,  the Company has breached  certain  financial  covenants in the GECC
Facility,  including  in the  fourth  quarter of fiscal  2003,  for which it has
obtained waivers of non-compliance.

Our Villa  subsidiary is a party to various  short-term  credit  facilities with
interest rates ranging from 6% to 14%.  These  facilities  generally  renew on a
yearly basis and include  overdraft,  receivables  and import  export  financing
facilities.  In addition, Villa is a party to various medium-term commercial and
Italian Government  long-term loans.  Medium term facilities have interest rates
ranging from 3 to 6%, with principal payable  semi-annually  through maturity in
March 2007, and interest payable quarterly.  The Government long-term facilities
have an interest rate of 3.4% with principal  payable annually through September
2010.  Villa's  manufacturing  facility is subject to a capital lease obligation
which matures in 2011 with an option to purchase.  Villa is in  compliance  with
all related financial covenants under these short and long-term financings.

As of May 1, 2004, the Company has a frozen  defined  benefit plan that is under
funded.  In accordance with SFAS No. 88, at the time of final  settlement of the
pension  plan,  the Company will  recognize an expense to recognize its unfunded
status.  This plan has not been terminated yet, but the Company expects to start
the process of  terminating  this plan in calendar  2004. At time of settlement,
the Company expects to recognize a related charge of approximately $0.5 million,
including a cash disbursement of approximately $0.2 million.

On March 23, 2004, we filed a  registration  statement with the SEC covering the
issuance of one million shares of our common stock underlying warrants that were
issued to certain  shareholders  in  connection  with the  previous  shareholder
litigation.  The SEC declared this  registration  statement  effective on May 7,
2004.  Shareholders  are able to  exercise  the  warrants  issued as part of the
shareholder  litigation  settlement and purchase the Company's common stock at a
price of $2 per share subject to compliance with applicable blue sky laws. These
warrants are also  callable by the Company at a price of $0.25 per  warrant,  if
the Common Stock trades at or above $4 per share for ten (10) consecutive  days.
We anticipate  using any proceeds  received from the exercise of the warrants to
pay down our GECC Facility.

As described in "Legal  Proceedings" Part II, Item 1 below, on February 6, 2004,
a motion was filed for summary  judgment to enforce a January  2002 class action
settlement  agreement  entered into by the Company.  The motion seeks damages in
the amount of $1,250,000, together with interest, costs and disbursements, and a

                                       25





declaration  that  $2,000,0000  in promissory  notes issued as part of the class
action  settlement are immediately due and payable,  as the value of damages due
to the Company's failure to complete the registration statement noted above. The
Company filed opposition to this matter on March 5, 2004. Plaintiffs filed reply
papers on March  19,  2004.  On March 23,  2004,  the  Company  filed a Form S-3
Registration  Statement with the Securities and Exchange  Commission to register
the shares of the Company's common stock underlying the warrants at issue.  This
Form S-3  Registration  was declared  effective on May 7, 2004 by the Securities
and  Exchange  Commission.  The  Company  believes  that the motion for  summary
judgment is without  merit and intends to vigorously  defend this matter.  There
can be no  assurances  however that the Company will be  successful in defending
this motion.

As  described  in "Legal  Proceedings"  Part II,  Item 1 below,  management  had
previously  developed an estimate of the low end of the  potential  range of the
financial impact of a potential comprehensive  settlement with the DOD regarding
an ongoing  investigation of our RFI subsidiary.  Accordingly,  during the third
quarter of fiscal  2003,  based on  available  information  as of that time,  we
recorded a charge of $2.3 million, which represented our estimate of the low end
of a range of potential  fines and legal and  professional  fees.  The liability
associated with this charge is included in Litigation settlement reserves on the
accompanying balance sheet.

In February  2004,  Del Global  reached an agreement  in  principle  with the US
Government regarding a settlement of the civil and criminal aspects of the DOD's
investigation.  The settlement  would include the Company pleading guilty to one
criminal count and agreeing to pay fines and restitution to the US Government of
$4.6 million if paid by June 30, 2004 and $5.0 million if paid by September  30,
2004.  There can be no  assurance  that the  Company  will  enter into a binding
agreement with the US Government regarding the proposed settlement,  or that the
terms will not be changed.  The Company will need to raise additional capital to
fund this settlement.  There can be no assurance that additional capital will be
available  to the Company on terms  acceptable  to the  Company,  or at all. The
Company  does not expect to have  funds  available  as early as June  30,2004 in
order to pay the reduced settlement amount.

The  Company's  Board of  Directors  has  retained  Imperial  Capital,  LLC,  an
investment  bank, to assist the Company in exploring all strategic  alternatives
to raise the  additional  funding  necessary to meet its  obligations  under the
potential  DOD  settlement,   and  to  maximize  returns  to  shareholders.   In
particular,  such alternatives include potential financings and asset sales. The
Company would be required to obtain an amendment to, or other accommodations in,
its  existing  credit  facility  from  its  current  U.S.  lender  prior  to the
consummation of any additional financing or asset sales.

In connection with this settlement,  Del Global  recognized an additional charge
of approximately  $3.2 million in the second quarter of Fiscal 2004. This charge
represents the difference between the $2.3 million charge taken during the third
quarter of Fiscal 2003, and the up to $5 million in fines and restitution,  plus
estimated legal and professional fees, related to this settlement. The liability
associated with these charges is included in Litigation  settlement  reserves on
the accompanying balance sheet.

Del Global  expects to work with the DOD to avoid any future  limitations on the
ability  of the  Company  to do  business  with  US  Government  entities.  Such
limitations  could include the US Government  seeking a "debarment" or exclusion
from doing  business with US Government  entities for a period of time.  Because
management  believes that it has been responsive in addressing the problems that

                                       26





affected RFI in the past, the Company believes this settlement will not limit or
interrupt  its ability to service the  governmental  and defense  sectors of its
business.  There can be no assurance  that a debarment  will be avoided and that
the  Company  will be able to  generate  sufficient  funds to pay  either the $5
million in fines or restitution or accelerate payment to pay a reduced amount.

The  Company's  Board of Directors  elected at the Company's  Annual  Meeting of
Shareholders  held  on May  29,  2003  has  reviewed  the  "change  in  control"
provisions  regarding  payments totaling up to approximately  $1.8 million under
the  employment  agreement  between the Company and its former  Chief  Executive
Officer,  Samuel  Park.  As a result of this review and based upon,  among other
things,  the advice of special  counsel,  the  Company's  Board of Directors has
determined that no obligation to pay these amounts has been triggered.  Prior to
his departure from the Company on October 10, 2003, Mr. Park orally informed the
Company that, after reviewing the matter with his counsel,  he believed that the
obligation to pay these  amounts has been  triggered.  On October 27, 2003,  the
Company received a letter from Mr. Park's counsel  demanding  payment of certain
sums and other consideration pursuant to the Company's employment agreement with
Mr. Park, including these change in control payments.  On November 17, 2003, the
Company filed a complaint  against Mr. Park seeking a declaratory  judgment that
no change in control  payment was or is due to Mr. Park and that an amendment to
the employment contract with Mr. Park regarding advancement and reimbursement of
legal fees is invalid and  unenforceable.  Mr. Park  answered the  complaint and
asserted  counterclaims  seeking  payment from the Company based on his position
that a "change in control" occurred in June 2003. Mr. Park is also seeking other
consideration he believes he is owed under his employment agreement. The Company
filed a reply to Mr. Park's counterclaims  denying that he is entitled to any of
these  payments.  If paid in a lump  sum,  these  payments  may have a  material
adverse  effect on the  Company's  liquidity.  It is not possible to predict the
outcome of these  claims;  however,  the Company's  Board of Directors  does not
believe that such a claim is reasonably  likely to result in a material decrease
in the Company's liquidity in the foreseeable future.

The outcome of the elections at the  Company's  Annual  Meeting of  Shareholders
held on May 29,  2003  represents  a change in control  under  change in control
agreements  between  the  Company  and each of four other  members of  executive
management.  However,  as each of these  agreements  contains  "double-triggers"
requiring the termination of the individual,  no change in control  payments are
currently due to any such individuals.

We anticipate that cash generated from strategic  alternatives,  including asset
sales and additional  financings,  operations and amounts  available from credit
facilities  will  be  sufficient  to  satisfy  our  obligations  under  the  DOD
Settlement  and currently  projected  operating cash needs for at least the next
twelve months, and for the foreseeable  future.  However,  there is no assurance
that any  alternatives  will be available to the Company on acceptable  terms at
such  time or at all.  The GECC  Facility  expires  on  December  31,  2004.  No
assurances  can be given that the  Company  will be able to renew or replace the
GECC facility on terms acceptable to the Company, or at all.


ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do  not  ordinarily  hold  market  risk  sensitive  instruments  for  trading
purposes.  We do, however,  recognize market risk from interest rate and foreign
currency exchange exposure.  There have been no changes in financial market risk
as  originally  discussed in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended August 2, 2003.

                                       27





ITEM 4   CONTROLS AND PROCEDURES

The Company,  under the supervision and with the  participation of the Company's
management, including Walter F. Schneider, Chief Executive Officer and Thomas V.
Gilboy,  Chief Financial Officer,  has evaluated the effectiveness of the design
and operation of the Company's  "disclosure  controls and  procedures",  as such
term is defined in Rules 13a-15e and 15d-15e  promulgated  under the  Securities
Exchange Act of 1934,  as amended,  as of the end of the period  covered by this
Form 10-Q.  Based upon that  evaluation,  the Chief Executive  Officer and Chief
Financial  Officer have  concluded  that the Company's  disclosure  controls and
procedures  were effective as of the end of the period covered by this Form 10-Q
to provide reasonable assurance that information required to be disclosed by the
Company in reports that it files or submits under the Securities Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms.

In  the  ordinary  course  of  business,  the  Company  routinely  enhances  its
information  systems by either upgrading its current systems or implementing new
systems.  There were no changes in the Company's  internal  controls or in other
factors that could  significantly  affect these  controls,  during the Company's
third fiscal  quarter ended May 1, 2004 that have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

A control  system,  no matter how well conceived and operated,  can provide only
reasonable, not absolute assurance that the objectives of the control system are
met. Because of the inherent  limitations in all control systems,  no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

                                       28






                          PART II - OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

Securities and Exchange Commission ("SEC") Investigation - On December 11, 2000,
the Division of Enforcement of the SEC issued an Order  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.  In conjunction with this investigation,
the Company provided numerous documents and cooperated fully with the SEC staff.

In May 2004,the  SEC's  Commissioners  approved a consent  agreement the Company
signed with the Staff of the SEC in December  2003 for a settlement of the SEC's
claims  against the Company  that  included a  previously  announced  penalty of
$400,000 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 settlement remains subject to court approval. We can
give no assurance that this settlement will receive court approval.

Previously,  the Company had reached an agreement  in principle  with the SEC on
these settlement  terms,  which management  believed provided a reasonable basis
for estimating the financial impact of this SEC investigation.  As a result, the
Company  recorded a charge of $685,000 in the fourth quarter of fiscal year 2002
related  to the  agreement  in  principle  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  electromagnetic  interference  filters for  communications and defense
applications.  Since March 2002,  the DOD has been  investigating  certain  past
practices  at RFI,  which  date back more  than six years and  pertain  to RFI's
Military Specification testing, record keeping and general operating procedures.
Management retained special counsel to represent the Company on this matter. The
Company has  cooperated  fully with this  investigation,  including  voluntarily
providing  employees to be  interviewed  by the Defense  Criminal  Investigative
Services division of the DOD.

In June 2003,  the  Company was advised  that the US  Government  was willing to
enter  into   negotiations   regarding  a   comprehensive   settlement  of  this
investigation.  Prior to the preliminary  discussions  with the US Government in
June 2003,  the Company had no basis to estimate  the  financial  impact of this
investigation.   Based  on  preliminary   settlement  discussions  with  the  US
Government,  discussions  with the Company's  legal advisors,  consideration  of
settlements  reached by other  parties in  investigations  of this  nature,  and
consideration of the Company's capital  resources,  management then developed an
estimate  of the  low  end of  the  potential  range  of the  financial  impact.
Accordingly,  during the third  quarter of fiscal 2003,  the Company  recorded a
charge of $2,347,000 which represented its estimate of the low end of a range of
potential fines and legal and professional fees.

In February  2004,  Del Global  reached an agreement  in  principle  with the US
Government regarding a settlement of the civil and criminal aspects of the DOD's

                                       29





investigation.  The settlement  would include the Company pleading guilty to one
criminal count and agreeing to pay fines and restitution to the US Government of
$4.6 million if paid by June 30, 2004 and $5.0 million if paid by September  30,
2004.  There can be no  assurance  that the  Company  will  enter into a binding
agreement with the US Government regarding the proposed settlement,  or that the
terms will not be changed.  The Company will need to raise additional capital to
fund this settlement.  There can be no assurance that additional capital will be
available  to the  Company on terms  acceptable  to the  Company or at all.  The
Company  does not expect to have  funds  available  as early as June  30,2004 in
order to pay the reduced settlement amount.

In connection with this settlement,  Del Global  recognized an additional charge
of approximately  $3.2 million in the second quarter of Fiscal 2004. This charge
represents the difference between the $2.3 million charge taken during the third
quarter of Fiscal 2003, and the up to $5 million in fines and restitution,  plus
estimated legal and professional fees, related to this settlement. The liability
associated with these charges is included in Litigation  settlement  reserves on
the accompanying balance sheets as of August 2, 2003 and May 1, 2004.

Del Global  expects to work with the DOD to avoid any future  limitations on the
ability  of the  Company  to do  business  with  US  Government  entities.  Such
limitations  could include the US Government  seeking a "debarment" or exclusion
from doing  business with US Government  entities for a period of time.  Because
management  believes that it has been responsive in addressing the problems that
affected RFI in the past, the Company believes this settlement will not limit or
interrupt  its ability to service the  governmental  and defense  sectors of its
business.  There can be no assurance  that a debarment  will be avoided and that
the  Company  will be able to  generate  sufficient  funds to pay  either the $5
million in fines or restitution or accelerate payment to pay the reduced amount.

The  Company's  Board of  Directors  has  retained  Imperial  Capital,  LLC,  an
investment  bank, to assist the Company in exploring all strategic  alternatives
to raise the additional  funding necessary to meet its obligations under the DOD
settlement,  and to  maximize  returns  to  shareholders.  In  particular,  such
alternatives  include potential financings and asset sales. The Company would be
required to obtain an  amendment  to, or other  accommodations  in, its existing
credit  facility from its current U.S.  lender prior to the  consummation of any
additional financing or asset sales.

Shareholder  Litigation - On February 6, 2004, a motion for summary  judgment to
enforce a  settlement  agreement  entered  into by the Company in January  2002,
related to a class  action  suit filed  against  the  Company,  was filed in the
United States  District  Court,  Southern  District of New York by Philip Maley,
Gene Waters and Patsy Waters,  on behalf of themselves and all others  similarly
situated.  The motion seeks an order and judgment  that the Company has breached
the settlement  agreement and seeks damages in the amount of $1,250,000 together
with  interest,  costs  and  disbursements,  and a  declaration  declaring  that
promissory  notes,  in the aggregate  amount of $2,000,000 that were part of the
settlement, are immediately due and payable, as the value of damages suffered by
the Class due to the Company's  failure to timely  register with the  Securities
and Exchange  Commission  shares of the Company's  common stock  underlying  the
1,000,000  warrants  issued in  settlement  of the  action.  The  Company  filed

                                       30





opposition to this matter on March 5, 2004, which set forth numerous procedural,
legal,  and factual  opposition to the motion.  Plaintiffs filed reply papers on
March 19, 2004.  On March 23, 2004,  the Company  filed a Form S-3  Registration
Statement with the Securities and Exchange  Commission to register the shares of
the  Company's  common stock  underlying  the  warrants at issue.  This Form S-3
Registration  was  declared  effective  on May 7,  2004  by the  Securities  and
Exchange Commission.

The Company  believes that the motion for summary  judgment is without merit and
intends to vigorously  defend this matter.  There can be no  assurances  however
that the Company will be successful in defending this motion.

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 May 3, 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 calendar 2004. At time of settlement, the Company expects to recognize a
related charge of approximately  $0.5 million,  including a cash disbursement of
approximately $0.2 million.

Employment  Matters - The Company had an employment  agreement with Samuel Park,
the previous  CEO,  for the period May 1, 2001 to April 30,  2004.  The terms of
this agreement provided a base salary,  bonuses and deferred  compensation.  The
bonus  provided by this  agreement was based on a percentage of the base salary,
if  certain  performance  goals  established  by the  board  were  achieved.  In
addition, the employment agreement provided for certain payments in the event of
death, disability or change in the control of the Company.

On  October  10,  2003,  the  Company  announced  the  appointment  of Walter F.
Schneider as President  and CEO to replace Mr. Park,  effective as of such date.
As a result,  the Company recorded a charge of $200,000 during the first quarter
of fiscal  2004 to accrue the  balance  remaining  under Mr.  Park's  employment
agreement.

In addition,  the Company's Board of Directors  elected at the Company's  Annual
Meeting of Shareholders held on May 29, 2003 had previously reviewed the "change
in control"  provisions  regarding  payments  totaling up to approximately  $1.8
million under the  employment  agreement  between the Company and Mr. Park. As a
result of this review and based upon, among other things,  the advice of special
counsel,  the Company's Board of Directors  determined that no obligation to pay
these amounts has been  triggered.  Prior to his  departure  from the Company on
October 10, 2003, Mr. Park orally informed the Company that, after reviewing the
matter with his counsel,  he believed  that the  obligation to pay these amounts
has been triggered.  On October 27, 2003, the Company received a letter from Mr.
Park's  counsel  demanding  payment  of  certain  sums and  other  consideration
pursuant to the Company's  employment  agreement with Mr. Park,  including these
change in control payments.  On November 17, 2003, the Company filed a complaint

                                       31





against  Mr.  Park  seeking a  declaratory  judgment  that no change in  control
payment  was or is due to Mr.  Park  and  that an  amendment  to the  employment
contract with Mr. Park regarding advancement and reimbursement of legal fees was
invalid  and  unenforceable.  Mr.  Park  answered  the  complaint  and  asserted
counterclaims  seeking  payment from the Company  based on his  position  that a
"change in  control"  occurred  in June 2003.  Mr.  Park is also  seeking  other
consideration he believes he is owed under his employment agreement. The Company
filed a reply to Mr. Park's counterclaims  denying that he is entitled to any of
these  payments.  If paid in a lump  sum,  these  payments  may have a  material
adverse  effect on the  Company's  liquidity.  It is not possible to predict the
outcome of these claims.

Other  Employment  Matters  On April  7,  2004,  the  Company  began  employment
termination proceedings against the General Manager of its Villa Subsidiary, and
on April 30, 2004,  she was removed  from her  position as Managing  Director by
resolution  of Villa  shareholders.  On April  29,  2004,  the  former  Managing
Director took a preliminary  action which may ultimately  allow her to institute
legal  proceedings  alleging  certain  damages  based  on a  Change  in  Control
provision  of her  contract  and seek  various  additional  actions  or  damages
available under Italian law. The Company believes the former Managing Director's
Change in Control  provision  has not been  violated and that her  dismissal was
justified in accordance with the provisions of Italian law.

Indemnification  Legal Expenses - Pursuant to  indemnification  and  undertaking
agreements with certain former  officers,  directors and employees,  the Company
has advanced legal expenses in connection with the Company's previously reported
accounting   irregularities   and  the  related   shareholder   litigation   and
governmental   enforcement  actions.  During  fiscal  2003,  the  Company  spent
approximately  $310,000 in the  advancement of legal expenses  pursuant to these
agreements.  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.

In addition,  the Company is a defendant in several other legal actions  arising
from the normal  course of  business  in various US and  foreign  jurisdictions.
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.

                                       32





ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a: Exhibits


31.1*     Certification  of  Chief  Executive  Officer,   Walter  F.  Schneider,
          pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*     Certification of Chief Financial Officer,  Thomas V. Gilboy,  pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*     Certification  of the Chief  Executive  Officer,  Walter F. Schneider,
          pursuant to 18 U.S.C.  Section 1350 adopted pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.

32.2*     Certification  of the  Chief  Financial  Officer,  Thomas  V.  Gilboy,
          pursuant to 18 U.S.C.  Section 1350 adopted pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.

          *filed herewith

          b:  Reports on Form 8-K

              On March 12, 2004,  the Company filed a Current Report on Form 8-K
              under Item 5. "Other Events,"  and Item 7. "Financial  Statements,
              Pro Forma  Financial  Information  and Exhibits," to announce that
              the Company planned to issue financial results for its fiscal 2004
              second  quarter and  six-month  period  ended  January 31, 2004 on
              March 15, 2004 and host a conference call to discuss the financial
              results.

              On March 15, 2004,  the Company filed a Current Report on Form 8-K
              under Item 5. "Other Events," Item 7. "Financial  Statements,  Pro
              Forma  Financial  Information and Exhibits," and Item 12. "Results
              of Operations  and  Financial  Condition" to report that () it had
              reached  and  agreement  in  principle  with the  U.S.  government
              regarding a settlement  of the civil and  criminal  aspects of the
              previously disclosed Department of Defense investigation,  (ii) it
              had  received a waiver from its U.S.  lender of certain  financial
              covenant defaults and signed a fourth amendment to its U.S. Credit
              facility,  (iii) the  Company's  Board of  Directors  has retained
              Imperial  Capital,  LLC, an investment bank, to assist the Company
              in exploring  all strategic  alternatives  and (iv) it will host a
              conference  call to discuss its Fiscal  year 2004  second  quarter
              financial results.

              On April 23, 2004,  the Company filed a Current Report on Form 8-K
              under Item 5. "Other Events,"  and Item 7. "Financial  Statements,

                                       33





              Pro Forma  Financial  Information and Exhibits," to report the Del
              Medical  Systems  Group,  a unit of the  Company,  and  Source One
              Healthcare Technologies, Inc. have signed a contract giving Source
              One national  marketing,  distribution  and service  rights to the
              Company's radiographic and imaging systems product lines.

              On April 23, 2004,  the Company filed a Current Report on Form 8-K
              under Item 5. "Other Events,  and" Item 7. "Financial  Statements,
              Pro Forma  Financial  Information  and Exhibits," to announce that
              its Medical  Systems Group had delivered 22 remote R/F systems for
              installation in 18 Social Security healthcare facilities in Mexico
              and to announce  the initial  delivery  schedule  for  delivery of
              remote R/F Systems to the ministry of Health in Romania.

                                       34






                 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/ Walter F. Schneider
                                             -----------------------
                                             Walter F. Schneider
                                             Chief Executive Officer
                                             and President




                                             /s/ Thomas V. Gilboy
                                             -----------------------
                                             Thomas V. Gilboy
                                             Chief Financial Officer,
                                             Vice President


Dated:    June 15, 2004

                                       35

EX-31.1 2 ex311to10q_05012004.htm sec document


                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, Walter F. Schneider, certify that:

1.    I have  reviewed  this  Quarterly  Report  on  Form  10-Q  of  Del  Global
      Technologies Corp.;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date: June 15, 2004
                                    /s/ Walter F. Schneider
                                    ---------------------
                                    Walter F. Schneider
                                    Chief Executive Officer

EX-31.2 3 ex312to10q_05012004.htm sec document


                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

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 report does not contain any untrue  statement
      of a 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

            Date: June 15, 2004

                                          /s/ Thomas V. Gilboy
                                          --------------------
                                          Thomas V. Gilboy
                                          Chief Financial Officer

EX-32.1 4 ex321to10q_05012004.htm sec document


                                                                    EXHIBIT 32.1


                  CERTIFICATION OF CHIEF EXECUTIVE OFFICER (1)


Pursuant  to  18  U.S.C.  Section  1350,  as  created  by  Section  906  of  the
Sarbanes-Oxley  Act of  2002,  the  following  certification  is  being  made to
accompany the  Registrant's  Quarterly  Report on Form 10-Q for the period ended
May 1, 2004:

In connection with the Quarterly  Report of Del Global  Technologies  Corp. (the
"Company")  on Form 10-Q for the  period  ended  May 1,  2004 as filed  with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Walter
F. Schneider,  Chief Executive Officer of the Company,  certify,  pursuant to 18
U.S.C. ss. 1350,  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002 that to my knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            Section  15(d),  as applicable,  of the  Securities  Exchange Act of
            1934, as amended; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Company.



                                           /s/ Walter F. Schneider
                                          -------------------------
                                          Name: Walter F. Schneider
                                          Chief Executive Officer
                                          Date: June 15, 2004


      (1)   A signed original of this written statement  required by Section 906
            has  been  provided  to Del  Global  Technologies  Corp  and will be
            retained  by Del Global  Technologies  Corp.  and  furnished  to the
            Securities and Exchange Commission or its staff upon request.

            The foregoing certification is being furnished solely pursuant to 18
            U.S.C.  Section 1350 and is not being filed as part of the Report or
            as a separate disclosure document.

EX-32.2 5 ex322to10q_05012004.htm sec document


                                                                    EXHIBIT 32.2


                  CERTIFICATION OF CHIEF FINANCIAL OFFICER (1)

Pursuant  to  18  U.S.C.  Section  1350,  as  created  by  Section  906  of  the
Sarbanes-Oxley  Act of  2002,  the  following  certification  is  being  made to
accompany the  Registrant's  Quarterly  Report on Form 10-Q for the period ended
May 1, 2004:

In connection with the Quarterly  Report of Del Global  Technologies  Corp. (the
"Company")  on Form 10-Q for the  period  ended  May 1,  2004 as filed  with the
Securities  and Exchange Commission on the date hereof (the "Report"), I, Thomas
V.  Gilboy,  Chief  Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C. ss. 1350,  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002 that to my knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            Section  15(d),  as applicable,  of the  Securities  Exchange Act of
            1934, as amended; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Company.


                                           /s/ Thomas V. Gilboy
                                          -------------------------
                                          Name: Thomas V. Gilboy
                                          Chief Financial Officer
                                          Date: June 15, 2004


      (1)   A signed original of this written statement  required by Section 906
            has  been  provided  to Del  Global  Technologies  Corp  and will be
            retained  by Del Global  Technologies  Corp.  and  furnished  to the
            Securities and Exchange Commission or its staff upon request.

            The foregoing certification is being furnished solely pursuant to 18
            U.S.C.  Section 1350 and is not being filed as part of the Report or
            as a separate disclosure document.

-----END PRIVACY-ENHANCED MESSAGE-----