-----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, DpuXjmXk5dKakxOw9l27vqtTnmGNNdSJM+INs9TvxduK8B+qfDczBVgEvUV7c4Wx xfZTQ15HkLBHUdaLFOe03w== 0000921895-05-001718.txt : 20051021 0000921895-05-001718.hdr.sgml : 20051021 20051021105046 ACCESSION NUMBER: 0000921895-05-001718 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051020 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 051148686 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 8-K 1 form8k05733_10202005.htm sec document
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) October 20, 2005
                                                         ----------------

                              --------------------

                          DEL GLOBAL TECHNOLOGIES CORP.
                          -----------------------------
               (Exact name of registrant as specified in charter)


     NEW YORK                       0-3319                 13-1784308
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission             (IRS Employer
 of incorporation)                 File Number)         Identification No.)

       One Commerce Park, Valhalla, NY                       10595
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                (Zip Code)

        Registrant's telephone number, including area code (914) 686-3650
                                                           ---------------

- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))







Item 2.02.      Results of Operations and Financial Condition.

     On October 20, 2005, Del Global  Technologies Corp., a New York corporation
(the  "Company"),  announced its results for the fiscal 2005 fourth  quarter and
fiscal year 2005. A copy of the press  release is furnished as Exhibit  99.01 to
this report.

     The  information  furnished  pursuant to this  Current  Report on Form 8-K,
including the exhibit  hereto,  shall not be considered  "filed" for purposes of
Section 18 of the  Securities  Exchange  Act of 1934,  as amended,  or otherwise
subject  to the  liability  of such  section,  nor shall it be  incorporated  by
reference  into future  filings by the Company under the Securities Act of 1933,
as amended, or under the Securities Act of 1934, as amended,  unless the Company
expressly  sets  forth in such  future  filing  that such  information  is to be
considered "filed" or incorporated by reference therein.

Item 9.01.      Financial Statements and Exhibits.

(c)     Exhibits

        Exhibit No.    Exhibits
        -----------    --------

        99.01          Press Release dated October 20, 2005.







                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                  DEL GLOBAL TECHNOLOGIES CORP.
                                  -----------------------------
                                        (Registrant)

Date: October 20, 2005
                                  By: /s/ Mark Koch
                                      ------------------------------------------
                                      Mark Koch
                                      Principal Accounting Officer and Treasurer






                                  EXHIBIT INDEX

Exhibit No.   Description
- -----------   -----------

99.01         Press Release dated October 20, 2005




EX-99 2 ex991to8k05733_10202005.htm EX-99.1 sec document

                                                                   EXHIBIT 99.01

                              FOR IMMEDIATE RELEASE

         DEL GLOBAL TECHNOLOGIES ANNOUNCES PROFITABLE FOURTH QUARTER AND
                       FISCAL YEAR 2005 FINANCIAL RESULTS

VALHALLA,  NY - October 20, 2005 -- DEL GLOBAL  TECHNOLOGIES  CORP. (DGTC):
Q4 FY 2005 HIGHLIGHTS VERSUS Q4 FY 2004
    o    Sales rise 6.4% to $20.6 million
    o    Operating income doubles to $1.7 million
    o    Net income improves to $808,000, or $0.07 per diluted share
    o    oShareholders' equity up 18.7% to $9.2 million

Del Global  Technologies  Corp.  (DGTC) ("Del  Global" or "the  Company")  today
announced  operating  results for its fiscal 2005 fourth quarter and fiscal year
ended  July 30,  2005,  as well as  summary  balance  sheet  data (see  attached
tables).  These results are for continuing operations and exclude the results of
the Del High Voltage  ("DHV")  division,  which was sold on October 1, 2004. DHV
results are treated as discontinued operations.

FISCAL 2005 FOURTH QUARTER RESULTS

Total net sales for the fourth  quarter of fiscal 2005  increased  6.4% to $20.6
million from $19.4  million in the same period last year.  Operating  income for
the fourth quarter of fiscal 2005 rose 100% to $1.7 million from $841,000 in the
same  period one year ago.  Net income  for the  fourth  quarter of fiscal  2005
improved  to  $808,000,  or $0.07  per  diluted  share,  from a net loss of $2.6
million,  or $0.25 per share,  in the fourth  quarter of 2004.  Results  for the
fourth quarter of fiscal 2004 included  litigation  settlement costs of $453,000
and a loss from discontinued  operations of $2.9 million, or $0.28 per share, as
compared to no such costs or losses in the fourth quarter of fiscal 2005.

Walter  F.  Schneider,  President  and Chief  Executive  Officer  of Del  Global
commented, "We are very pleased with Del Global's return to profitability in the
fourth  quarter and profitable  operations for fiscal 2005.  Higher total sales,
combined with lower selling,  general and administrative  expenses ("SG&A"), and
an absence of expenses related to reorganization and legal matters,  have helped
place Del Global on solid financial footing for fiscal 2006."

"Regarding  Del Global's  financial  position,"  he  continued,  "the  Company's
balance sheet at July 31, 2005 reflected  working  capital of $10.1 million,  of
which $1.5 million consisted of cash and equivalents,  and shareholders'  equity
of $9.2 million.  In August 2005,  Del Global  entered into an $8 million credit
facility  with North Fork  Business  Capital.  The  facility is  comprised  of a
three-year,  $6 million  revolving  line of credit and a three-year,  $2 million
term loan.  Proceeds were used to retire the Company's  existing credit facility
and for general working capital purposes. "




Del Global Technologies                                                   Page 2


Sales at the Medical Systems Group during the fourth quarter of fiscal 2005 rose
8.2% to $17.1  million from $15.8  million in the same period last year,  due to
increased sales of digital units. This increase  substantially offset a $100,000
decline in sales at the Power Conversion Group ("RFI") to $3.5 million.

Consolidated  gross  margin  in the  fourth  quarter  of  fiscal  2005 was 28.9%
compared to 30.9% in the same  period one year ago. An increase in gross  margin
at RFI,  due to decreased  material  costs as a percent of sales due to improved
procurement  practices and lower waste levels,  was offset by a decline in gross
margin at the Medical Systems Group, the result of increased  engineering  costs
related to product certifications.

Consolidated  SG&A  during the fourth  quarter of fiscal  2005  declined to $3.9
million, or 18.9% of sales, from $4.3 million, or 22.0% of sales, in last year's
fiscal fourth  quarter.  This decrease was due to lower selling  expenses at the
Medical  Systems  Group,  partially  offset by a $492,000  non-cash  writeoff of
pension balances related to a plan termination.

RFI posted  operating  income of $1.4  million  in the fourth  quarter of fiscal
2005, a 38.7% increase from operating  income of $1.0 million in same period one
year ago.  This  improvement  was the result of  manufacturing  efficiencies  as
described above.  Operating income at the Medical Systems Group improved to $1.2
million from  $936,000 in the fourth  quarter of fiscal 2004,  due  primarily to
lower selling expense as described above.

FISCAL 2005 FULL YEAR RESULTS OVERVIEW

Consolidated net sales increased 1.3% to $84.9 million in fiscal 2005 from $83.8
million last year. Sales at RFI increased 7.7% to $14.1 million,  while sales at
the Medical  Systems  Group  remained  stable at $70.8 million from fiscal 2004.
Consolidated  gross  margins  improved  to 26.3% for  fiscal  2005 from 25.4% in
fiscal  2004.  Margins at RFI  improved  from last  year,  while  gross  margins
declined at the Medical  Systems Group due to higher costs  affiliated  with the
increase in digital unit sales in fiscal 2005.  Operating income for fiscal 2005
rose to $3.9 million from  $194,000 in fiscal 2004.  Net income for the year was
$392,000,  or $0.03 per diluted share,  versus a net loss of $15.8  million,  or
$1.53 per share,  in fiscal 2004.  Results for fiscal 2004  included  litigation
settlement  costs of $3.7  million  (as  compared  to  $300,000 in such costs in
fiscal 2005), a loss from continuing  operations of $10.7 million,  or $1.04 per
share (as compared to income from  continuing  operations of $193,000,  or $0.01
per diluted share, in fiscal 2005), and a loss from  discontinued  operations of
$5.1  million,  or $0.49 per  share (as  compared  to income  from  discontinued
operations of $199,000, or $0.02 per diluted share in fiscal 2005).

BACKLOG

Consolidated  backlog at July 30, 2005 was $14.6 million  versus backlog at July
31, 2004 of  approximately  $25.9 million.  The backlog in the Power  Conversion
Group  decreased $1.6 million from levels at beginning of the fiscal year due to
a decrease  in  incoming  order  rates.  Backlog at the  Medical  Systems  Group
declined by $9.6 million due to shipments of approximately  $8.8 million under a
large  tender  order at our  international  location,  as well as a decrease  in
incoming order rates during the period.  Substantially all of the backlog should
result in shipments within the next 12 months.




Del Global Technologies                                                   Page 3
October 20, 2005

INVESTOR CONFERENCE CALL

Walter F.  Schneider,  President and Chief  Executive  Officer and Mark A. Koch,
Principal Accounting Officer, will host a conference call on October 21, 2005 at
11:00 A.M.  Eastern Time to discuss this news release.  The telephone  number to
join  this  conference  call is (888)  737-9832  (Domestic)  or  (706)  679-0770
(International).  A taped replay of the call will be available through 5:00 P.M.
Eastern Time on October 28, 2005. Please dial (800) 642-1687 (Domestic) or (706)
645-9291  (International)  and enter the number 9665872 to listen to the replay.
In addition,  the  conference  call will be broadcast live over the Internet via
the   "Presentations   and  Webcasts"  section  of  Del  Global's  web  site  at
WWW.DELGLOBAL.COM.  To listen to the live  call on the  Internet,  go to the web
site at least 15 minutes  early to register,  download and install any necessary
audio  software.  If you  are  unable  to  participate  in the  live  call,  the
conference call will be archived and can be accessed on Del Global's website for
approximately five business days.

ABOUT DEL GLOBAL TECHNOLOGIES

Del Global  Technologies  Corp. is primarily engaged in the design,  manufacture
and  marketing  of  cost-effective   medical  imaging  and  diagnostic   systems
consisting of stationary and portable  x-ray systems,  radiographic/fluoroscopic
systems,  dental imaging systems and proprietary  high-voltage  power conversion
subsystems for medical and other critical industrial  applications.  Through its
RFI  subsidiary,  Del  Global  manufactures  electronic  filters,  high  voltage
capacitors, pulse modulators,  transformers and reactors, and a variety of other
products  designed  for  industrial,  medical,  military  and  other  commercial
applications.

Statements   about  future   results   made  in  this  release  may   constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation   Reform  Act  of  1995.   These  statements  are  based  on  current
expectations  and the current  economic  environment.  Del Global  cautions that
these  statements are not  guarantees of future  performance.  These  statements
involve a number of risks  and  uncertainties  that are  difficult  to  predict,
including,  but not  limited  to: the  ability of Del  Global to  implement  its
business  plan;  retention of  management;  changing  industry  and  competitive
conditions;  obtaining  anticipated operating  efficiencies;  securing necessary
capital facilities;  favorable  determinations in various legal matters;  market
and operating  risks from foreign  currency  exchange  exposures;  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.


DEL GLOBAL TECHNOLOGIES CORP.                                INVESTOR RELATIONS:
Walter F. Schneider, President & Chief Executive Officer   The Equity Group Inc.
Mark Koch, Principal Accounting Officer           Devin Sullivan  (212) 836-9608
(914) 686-3650                                        Maura Gedid (212) 836-9605




Del Global Technologies                                                   Page 4
October 20, 2005


                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


                                                     Three Months Ended              Year Ended
                                                    --------------------       ---------------------
                                                    July 30,     July 31        July 30      July 31
                                                      2005        2004            2005        2004

TOTAL NET SALES                                     $ 20,613    $ 19,382       $ 84,872     $ 83,827
COST OF SALES                                         14,654      13,402         62,591       62,512
                                                    --------    --------       --------     --------
GROSS MARGIN                                           5,959       5,980         22,281       21,315

Selling, general and administrative                    3,906       4,268         16,452       15,907
R&D Expense                                              368         418          1,636        1,562
Facilities reorganization                                  -           -              -            -
Litigation Settlement Costs                                -         453            300        3,652
                                                    --------    --------       --------     --------
TOTAL OPERATING EXPENSES                               4,274       5,139         18,388       21,121

OPERATING INCOME (LOSS)                                1,685         841          3,893          194

Interest expense                                        (372)       (251)        (1,350)      (1,796)
Other gain (loss)                                         63          22             97          123
                                                    --------    --------       --------     --------

INCOME (LOSS) FROM CONTINUING
 OPERATION BEFORE INCOME
 TAXES AND MINORITY INTEREST                           1,376         612          2,640       (1,479)

INCOME TAX PROVISION                                     497         212          2,054        8,691
                                                    --------    --------       --------     --------

NET INCOME (LOSS) FROM CONTINUING
  OPERATIONS BEFORE MINORITY INTEREST                    879         400            586      (10,170)
MINORITY INTEREST                                         71          74            393          559
                                                    --------    --------       --------     --------

NET INCOME (LOSS) FROM
  CONTINUING OPERATIONS                                  808         326            193      (10,729)
Discontinued operations                                    -      (2,897)           199       (5,095)
                                                    --------    --------       --------     --------

NET INCOME (LOSS)                                   $    808      (2,571)      $    392     $(15,824)
                                                    ========      ======       ========     ========

NET INCOME (LOSS) PER COMMON SHARE-
  BASIC
Continued operations                                $   0.08    $   0.03       $   0.02     $  (1.04)
                                                    --------    --------       --------     --------
Discontinued operations                             $   -       $  (0.28)      $   0.02     $  (0.49)
                                                    --------    --------       --------     --------
Basic, net                                          $   0.08    $  (0.25)      $   0.04     $  (1.53)
                                                    ========    ========       ========     ========

DILUTED
Continued operations                                $   0.07    $   0.03       $   0.01     $  (1.04)
                                                    --------    --------       --------     --------
Discontinued operations                             $   -       $  (0.28)      $   0.02     $  (0.49)
                                                    --------    --------       --------     --------
Diluted, net                                        $   0.07    $  (0.25)      $   0.03     $  (1.53)
                                                    ========    ========       ========     ========

Weighted average number of common
  shares outstanding:
    Basic                                             10,613      10,335         10,490       10,334
                                                    ========    ========       ========     ========
    Diluted                                           11,504      10,335         11,465       10,334
                                                    ========    ========       ========     ========








Del Global Technologies                                                   Page 5
October 20, 2005




                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                       CONSOLIDATED SUMMARY BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)



                                                 July 30, 2005     July 31, 2004
                                                 -------------     -------------

Current Assets                                      $ 31,260       $ 38,214
Total Assets                                        $ 40,776       $ 49,261

Current Liabilities                                 $ 21,141       $ 30,450
Total Liabilities                                   $ 30,278       $ 40,097

Minority Interest in Subsidiary                     $  1,273       $  1,389

Shareholders' Equity                                $  9,226       $  7,775

Common Shares Outstanding End of Period               10,630         10,335
Book Value Per Share                                $   0.87       $   0.75


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