10-Q

                                  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 April 28, 2007
                                       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.)

                 11550 West King Street, Franklin Park, IL 60131
               (Address of principal executive offices) (Zip Code)

               (Registrant's telephone number including area code)
                                  847-288-7000
                                  ------------

 (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 a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one)

Large Accelerated Filer      Accelerated Filer       Non-Accelerated Filer  X

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act)
Yes            No  X
    ---           ---


                                       1


The number of shares of Registrant's common stock outstanding as of June 1, 2007
was 24,057,256.

                 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            3
        Nine months ended April 28, 2007 and April 29, 2006


       Consolidated Balance Sheets as of April 28, 2007 and              4-5
        July 29, 2006


       Consolidated Statements of Cash Flows for the Nine months         6-7
         ended April 28,2007 and April 29, 2006


       Notes to Consolidated Financial Statements                        8-18


       Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations         19-28

       Item 3.  Quantitative and Qualitative Disclosures about Market
                  Risk                                                    28

       Item 4T.  Controls and Procedures                                28-29

Part II. Other Information:


       Item 1.  Legal Proceedings                                       30-31

       Item 1A. Risk Factors                                            31-32

       Item 4.  Submission of Matters to a Vote of Security Holders       32

       Item 6.  Exhibits                                                32-33


       Signatures                                                         34


                                       2



 PART I  FINANCIAL INFORMATION
 ITEM 1  FINANCIAL STATEMENTS

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

                                    Three Months Ended    Nine Months Ended
                                     Apr 28,   Apr 29,     Apr 28,   Apr 29,
                                      2007      2006         2007      2006
                                     ------------------    ----------------

 NET SALES                          $27,122   $20,804     $73,179   $59,037
 COST OF SALES                       21,097    16,302      56,408    45,586
                                    -------   -------     -------   -------
 GROSS MARGIN                         6,025     4,502      16,771    13,451
                                    -------   -------     -------   -------

 Selling, general and administrative  3,465     3,299      10,455    10,071
 Research and development               540       409       1,508     1,191
 Litigation settlement costs             --       (55)         --       445
                                    -------   -------     -------   -------
 Total operating expenses             4,005     3,653      11,963    11,707
                                    -------   -------     -------   -------
 OPERATING INCOME                     2,020       849       4,808     1,744

 Interest income                         44        --          44        --
 Interest expense                      (241)     (349)       (929)     (943)
 Other expense                          (34)     (205)        (62)     (245)
                                    -------   -------     -------   -------
 NET INCOME BEFORE INCOME TAX
    PROVISION AND MINORITY INTEREST   1,789       295       3,861       556
 INCOME TAX PROVISION                   733       368       2,210     1,064
                                    -------   -------     -------   -------
NET INCOME (LOSS) BEFORE MINORITY
    INTEREST                          1,056       (73)      1,651      (508)
MINORITY INTEREST EXPENSE                --        --          --       108
                                    -------   -------     -------   -------
NET INCOME (LOSS)                   $ 1,056   $   (73)    $ 1,651   $  (616)
                                    =======   =======     =======   =======
INCOME (LOSS) PER COMMON SHARE
BASIC
Net income (loss) per basic share    $ 0.06   $ (0.01)     $ 0.12   $ (0.06)
                                     ======   =======      ======   =======
DILUTED
Net income (loss) per diluted share  $ 0.06   $ (0.01)     $ 0.12   $ (0.06)
                                     ======   =======      ======   =======
Weighted average number of common
shares outstanding (in thousands):
     Basic                           17,222    11,635      13,509    11,114
                                    =======   =======     =======   =======
     Diluted                         17,577    11,635      13,808    11,114
                                    =======   =======      =======  =======

 See notes to consolidated financial statements.


                                       3


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

                                     ASSETS


                                                 April 28,          July 29,
                                                    2007               2006
                                                  -------            -------
   CURRENT ASSETS
   Cash and cash equivalents                     $  6,119            $   333

   Trade  receivables  (net of  allowance
    for  doubtful  accounts of $1,243 and $1,095
    at April 28, 2007 and July 29, 2006,
    respectively)                                  20,410             17,382

   Inventories                                     22,212             16,436
   Prepaid expenses and other current
    assets                                          1,202                808
                                                  -------            -------
      Total current assets                         49,943             34,959

   Fixed assets - net                               6,455              6,366
   Deferred income tax asset-non current            1,036              1,159
   Goodwill                                         6,437              6,437
   Other assets                                       155                232
                                                  -------            -------
      Total non-current assets                     14,083             14,194
                                                  -------            -------
      Total Assets                                $64,026            $49,153
                                                  =======            =======


  See notes to consolidated financial statements.


                                       4


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

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                 April 28,           July 29,
                                                   2007                2006
                                                 -------             -------
CURRENT LIABILITIES
   Short-term credit facilities                  $    --             $ 5,959
   Current portion of long-term bank debt            970               1,142
   Current portion of long-term subordinated debt     --               2,415
   Accounts payable - trade                       15,572              11,037
   Accrued expenses                                9,339               7,244
   Litigation settlement reserves                     --                 200
   Income taxes payable                            1,382                  27
                                                 -------             -------
      Total current liabilities                   27,263              28,024
                                                 -------             -------
NON-CURRENT LIABILITIES
   Long-term debt, less current portion            5,517               5,133
   Deferred income taxes                             302                 302
   Other long-term liabilities                     3,189               2,880
                                                 -------             -------
      Total non-current liabilities                9,008               8,315
                                                 -------             -------
      Total liabilities                           36,271              36,339
                                                 -------             -------
Commitments and contingencies

SHAREHOLDERS' EQUITY
   Common stock, $.10 par value; authorized
    shares of 50,000,000 and 20,000,000 at
    April 28, 2007 and July 29, 2006,
    respectively; issued shares of 24,680,026
    and 12,258,294 at April 28, 2007 and
    July 29, 2006, respectively                    2,468               1,226
   Additional paid-in capital                     79,549              67,679
   Accumulated other comprehensive income          1,738               1,610
   Accumulated deficit                           (50,454)            (52,155)
   Less common stock in treasury - 622,770
     shares                                       (5,546)             (5,546)
                                                 -------             -------
   Total shareholders' equity                     27,755              12,814
                                                 -------             -------
   TOTAL LIABILITIES AND SHAREHOLDERS'
   EQUITY                                        $64,026             $49,153
                                                 =======             =======


See notes to consolidated financial statements.


                                       5


                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

                                                      Nine months Ended
                                                   April 28,      April 29,
                                                      2007          2006
                                                   --------       --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                    $1,651        $ (616)
Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
  Depreciation and amortization                         673           653
  Imputed interest - Subordinated note                  185           192
  Minority interest expense                               -           108
  Stock-based compensation expense                      167           135
  Deferred income tax provision (benefit)               188          (364)
  Loss on sale of fixed assets                           60           141
  Non-cash litigation settlement costs                   --           500
  Payment of litigation settlement costs               (200)         (256)
Changes in operating assets and liabilities
  Trade receivables                                  (2,210)          541
  Inventories                                        (4,990)       (4,243)
  Prepaid expenses and other current assets            (360)          (42)
  Other assets                                           79           (63)
  Accounts payable - trade                            3,934         2,377
  Accrued expenses                                    1,458         1,851
  Income taxes payable                                1,331           217
  Other long-term liabilities                           136           134
                                                    -------       -------
Net cash provided by operating activities             2,102         1,265
                                                    -------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Fixed asset purchases                                (553)         (544)
  Acquisition of minority interest                       --        (2,612)
                                                    -------       -------
Net cash used in investing activities                  (553)       (3,156)
                                                    -------       -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowing under short-term credit facilities       37,193        29,188
  Repayment under short-term credit facilities      (43,247)      (29,935)
  Borrowings of long-term debt                        3,079         2,000
  Repayment of long-term debt                        (5,794)         (836)
  Proceeds from rights offering, net of related
   costs                                             12,367            --
  Proceeds from warrant exercises                       551             2
  Proceeds from stock option exercises                   27           239
                                                    -------       -------
Net cash provided by financing activities             4,176           658
                                                    -------       -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                  61            (3)
                                                    -------       -------
NET CHANGE IN CASH AND CASH EQUIVALENTS               5,786        (1,236)
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD                                           333         1,466
                                                    -------       -------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD  $ 6,119       $   230
                                                    =======       =======


                                       6


                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

                                                      Nine months Ended
                                                     April 28,     April 29,
                                                       2007          2006
                                                   ------------- ---------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid for
            Interest                                 $  744       $   751
            Taxes                                       837         1,162

Non-Cash Transactions:

Financing Activities:
  Acquisition of minority interest                   $   --       $(2,950)

Investing Activities:
  Stock issued for purchase of minority interest         --         2,950


See notes to consolidated financial statements.


                                       7


                 DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per 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 of America 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. The July 29, 2006 balance sheet was derived
from the annual audited financial statements. 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 Del Global Technologies Corp. and Subsidiaries' (the "Company") annual report
on Form 10-K filed with the Securities and Exchange Commission for the year
ended July 29, 2006. Certain prior year's amounts have been reclassified to
conform to the current period presentation.

The Company's fiscal year-end is based on a 52/53-week cycle ending on the
Saturday nearest to July 31. Results of the Company's wholly owned subsidiary,
Villa Sistemi Medicali S.p.A. ("Villa"), are consolidated into the Company's
consolidated financial statements based on a fiscal year that ends on June 30
and are reported on a one-month lag.

REVENUE RECOGNITION
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 maintains a sales return allowance, based upon historical patterns, to
cover estimated normal course of business returns, including defective or out of
specification product. 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 a Food and Drug Administration 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.

NEW ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements No. 133 and 140," which
simplifies accounting for certain hybrid instruments by permitting fair value
remeasurement for any hybrid instrument that contains an embedded derivative
that otherwise would require bifurcation and eliminates a restriction on the
passive derivative instruments that a qualifying special-purpose entity may
hold. SFAS No. 155 is effective for all financial instruments acquired, issued
or subject to a remeasurement (new basis) event occurring after the beginning of
an entity's first fiscal year that begins after September 15, 2006. The adoption
of SFAS No. 155 is not expected to have any impact on our results of operations
or our financial position.


                                       8


In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"), "Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109,
"Accounting for Income Taxes" ("SFAS 109")", to clarify the accounting for
uncertainty in income taxes recognized in an enterprise's financial statements
in accordance with SFAS 109. This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
FIN48 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. The
provisions of FIN 48 are effective for fiscal years beginning after December 15,
2006. The Company has not evaluated the impact of FIN 48 on its financial
statements at this time.

In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Current Year Misstatements." SAB No. 108 requires
analysis of misstatements using both an income statement (rollover) approach and
a balance sheet (iron curtain) approach in assessing materiality and allows for
a one-time cumulative effect transition adjustment. SAB No. 108 is effective for
our fiscal year 2007 annual financial statements but we do not expect adoption
to have any impact on our results of operations or our financial position.

In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS, which
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective for the Company beginning July 1, 2008. The Company has
not evaluated the impact that the adoption of SFAS No. 157 will have on its
financial statements at this time.

In February 2007, the FASB released Statement No. 159, Fair Value Option for
Financial Assets and Financial Liabilities. This statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. This Statement is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those years.
The Company has not evaluated the impact that the adoption of SFAS No. 159 will
have on its financial statements at this time.

INVENTORIES
Inventories are 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, the Company estimates the amount of labor and overhead costs related to
finished goods inventories. As of April 28, 2007, finished goods represented
approximately 28.0% of the gross carrying value of our total gross inventory.
The Company believes the estimation methodologies used to be appropriate and are
consistently applied.


                                       9


                                          April 28, 2007      July 29, 2006
                                         -----------------   ------------------
 Raw materials and purchased parts           $15,353             $ 13,660
 Work-in-process                               4,595                3,747
 Finished goods                                6,230                2,732
                                          ----------           ----------
                                              26,178               20,139
 Less allowance for obsolete and excess
  inventories                                 (3,966)              (3,703)
                                         -----------           ----------
        Total inventories                   $ 22,212             $ 16,436
                                         ===========           ==========

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 third quarter and first nine months of fiscal 2007, the Company
incurred payments of $40 and $618, respectively, related to warranty claims
submitted and accrued $64 and $506, respectively, related to product warranties
issued during the third quarter and first nine months of fiscal 2007. The
liability related to warranties is included in accrued expenses on the
accompanying Consolidated Balance Sheets and is $898 and $1,010 at April 28,
2007 and July 29, 2006, respectively.

COMPREHENSIVE INCOME(LOSS)
Comprehensive income(loss) for the Company includes foreign currency translation
adjustments and net income(loss) reported in the Company's Consolidated
Statements of Operations.

Comprehensive income(loss) for the fiscal 2007 and 2006 periods presented was as
follows:
                               Three Months Ended       Nine Months Ended
                                Apr 28,    Apr 29,      Apr 28,    Apr 29,
                                 2007       2006         2007        2006
                                ------     ------       ------     ------
Net income(loss)                $1,056     $( 73)       $1,651     $(616)
Foreign currency translation
  adjustments                      137       105           127      (106)
                                ------     ------       -------    ------
 Comprehensive income(loss)     $1,193    $   32        $1,778     $(722)
                                ======     ======       =======    ======

INCOME (LOSS) PER SHARE
Common shares outstanding for all periods were reduced by 622,770 shares of
treasury stock. The computation of dilutive securities includes the assumed
conversion of warrants and employee stock options to purchase company stock if
such conversion is dilutive.


                                       10


                               Three Months Ended       Nine months Ended
                                Apr 28,    Apr 29,      Apr 28,     Apr 29,
                                 2007       2006         2007        2006
                                ------     ------        ------     ------
Numerator:
   Net income(loss)             $ 1,056    $  (73)      $ 1,651   $  (616)
                                =======    ======       =======   =======

Denominator: (shares in thousands)
Denominator for basic income (loss) per share
  Weighted average number of
    common shares outstanding    17,222    11,635        13,509    11,114
  Effect of dilutive securities     355        --           299        --
                                 ------    ------        ------    ------
Denominator for diluted income(loss)
  per share                      17,577    11,635        13,808    11,114
                                =======    ======       =======   =======
Income(loss) per common share:
  basic                         $  0.06    $(0.01)      $  0.12   $ (0.06)
                                =======    ======       =======   =======
  diluted                       $  0.06    $(0.01)      $  0.12   $ (0.06)
                                =======    ======       =======   =======

Antidilutive securities excluded from above computations:

                                Three Months Ended         Nine months Ended
                                Apr 28,      Apr 29,      Apr 28,      Apr 29,
                                 2007         2006         2007         2006
                              ---------    ---------    ---------    ----------
     Employee stock options   1,186,767    1,563,494    1,193,251    1,600,994
     Warrants                      --        940,370         --        941,370


SHORT-TERM CREDIT FACILITIES, LONG-TERM DEBT AND SUBORDINATED NOTE

Short-term credit facilities, long term debt and subordinated notes at April 28,
2007 and July 29, 2006 are summarized as follows:

                                                          APRIL 28,     JULY 29,
                                                            2007          2006
Revolving lines of credit:
  Domestic .........................................      $  --         $ 2,672
  Foreign ..........................................         --           3,287
                                                          -------       -------
    Total short-term credit facilities .............      $  --         $ 5,959
                                                          =======       =======


Domestic term loan .................................      $  --         $ 1,817
Domestic subordinated note .........................         --           2,415
Foreign capital lease obligations ..................        2,705         2,800
Foreign credit facilities ..........................        2,664           324
Foreign Italian government loans ...................        1,118         1,334
                                                          -------       -------
   Total long term debt ............................        6,487         8,690
Less current portion of long-term bank debt ........         (970)       (1,142)
Less current portion of subordinated debt ..........         --          (2,415)
                                                          -------       -------
   Long term debt, less current portion ............      $ 5,517       $ 5,133
                                                          =======       =======


On August 1, 2005, the Company entered into a three-year revolving credit and
term loan facility with North Fork Business Capital (the "North Fork Facility")
and repaid the prior facility. The North Fork Facility provides for a $6,000
formula based revolving credit facility based on the Company's eligible accounts
receivable and inventories as defined in the credit agreement. In addition, the
Company borrowed $2,000 under a term loan facility secured by the Company's Bay
Shore, New York building. Interest on the revolving credit borrowings is payable
at prime plus 0.5 % or alternatively at a LIBOR rate plus 2.5%. The $2,000 term
loan was repayable in 36 monthly installments of $17 with a balloon payment of


                                       11


the remaining balance due at the maturity in 2008. Interest on the term loan was
payable monthly at prime plus 0.75% or a LIBOR rate plus 2.75%. As of April 28,
2007, the Company had approximately $6,000 of availability under the North Fork
Facility, of which North Fork has reserved $1,000 against possible litigation
settlements. The term loan was extinguished and the revolver was paid down to $0
with a portion of the proceeds received from a March 2007 Rights Offering
discussed below. The North Fork Facility is subject to commitment fees of 0.5%
per annum on the daily-unused portion of the facility, payable monthly. The
Company granted a security interest to the lender on its US credit facility in
substantially all of its accounts receivable, inventories, property plant and
equipment, other assets and intellectual property in the US as well as 66% of
the outstanding stock of its Italian subsidiary, Villa.

As of the end of the fourth quarter of fiscal 2006, the Company was
non-compliant with the following covenants: the Adjusted US Earnings, Adjusted
Earnings, Senior US Debt Ratio and Fixed Charge Coverage Ratio covenants under
the North Fork Facility, due to the lower than anticipated performance during
fiscal 2006. On October 25, 2006, the Company and North Fork signed an amendment
to the facility that waived the non-compliance with these covenants for the
fourth quarter of fiscal 2006 and adjusted the covenant levels going forward
through the maturity of the credit facility. In addition, the amendment reversed
$300 of a sinking fund reserved for the March 2007 maturity of the subordinated
shareholder note and eliminated additional sinking fund reserves provisions
related to the subordinated note.

As of the end of the first quarter of fiscal 2007, the Company was non-compliant
with the tangible net worth covenant under the North Fork Facility. On December
6, 2006, North Fork waived the non-compliance with this covenant for the first
quarter of fiscal 2007 and adjusted the covenant levels going forward through
the maturity of the credit facility.

As of the end of the third quarter of fiscal 2007, the Company was in compliance
with all covenants under the North Fork Facility.

On June 1, 2007, the North Fork Facility was amended and restated. The amendment
increases the revolving credit facility to a maximum amount of $7,500 and
provides a capital expenditure loan facility up to $1,500. Other changes to the
terms and conditions of the original loan agreement include the modification of
covenants, removal of the Villa stock as loan collateral and the removal of
daily collateral reporting which was part of the previous asset-based facility
requirements.

In connection with the settlement reached on January 29, 2002 with the
plaintiffs in the class action litigation, the Company recorded the present
value at 12% of the $2,000 of subordinated notes that were issued in April 2002
and matured in March 2007. The subordinated notes did not pay interest
currently, but accrued interest at 6% per annum, and were recorded at issuance
at a discounted present value of $1,519. The balance was paid on March 29, 2007
with a portion of the proceeds from a Rights Offering described below.

In addition to the domestic credit facilities described above, the Company has
certain short-term credit facilities available at its Villa subsidiary, with
interest rates ranging from 3.7% to 13.75%. The total amount outstanding on the
Villa short-term credit facilities at April 28, 2007 and July 29, 2006 was $0
and $3,287, respectively. In addition, as of April 28, 2007 and July 29, 2006,
approximately $10,800 and $4,400, respectively, of excess borrowing
availability, respectively, was in place under these facilities.


                                       12


In October 2006, Villa entered into a 2.0 million Euro loan with interest
payable at 4.7%. The note is repayable over a seven year term. The note contains
a financial covenant which provides that the net equity of Villa cannot fall
below 5.0 million Euros. This covenant could limit Villa's ability to pay
dividends to the US parent company in the event future losses, future dividends
or other events should cause Villa's equity to fall below the defined level.

Villa also has a foreign credit facility with an interest rate of 4.9% with
principal payable semi-annually through maturity in September 2007, and interest
payable quarterly. The variable interest rate at April 28, 2007 and July 29,
2006 on the other foreign credit facility, based on the formula Euribor + 1.0%,
was 4.9% and 3.7%, respectively.

Interest on the two Italian Government long-term loans is 3.43% and principal
payments are due annually through February 2010, and 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.

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
April 28, 2007                            Group     Group      Other      Total
- -----------------------                   -------   -------   -------    -------
Net sales to external customers           $23,185   $ 3,937      --      $27,122
Cost of sales                              18,646     2,451      --       21,097
                                          -------   -------   -------    -------
Gross margin                                4,539     1,486      --        6,025

Operating expenses                          3,280       549       176      4,005
                                          -------   -------   -------    -------
Operating income (loss)                   $ 1,259   $   937   $  (176)   $ 2,020
                                          =======   =======   =======    =======


                                          Medical   Power
For three months ended                    Systems   Conversion
April 29, 2006                            Group     Group      Other      Total
- -----------------------                   -------   -------   -------    -------
Net Sales to Unaffiliated Customers       $17,639   $ 3,165   $  --      $20,804
Cost of sales                              14,295     2,007      --       16,302
                                          -------   -------   -------    -------
Gross margin                                3,344     1,158      --        4,502

Operating expenses                          2,813       444       396      3,653
                                          -------   -------   -------    -------
Operating income (loss)                   $   531   $   714   $  (396)   $   849
                                          =======   =======   =======    =======


                                       13


                                          Medical   Power
For nine months ended                     Systems   Conversion
April 28, 2007                            Group     Group      Other      Total
- -----------------------                   -------   -------   -------    -------
Net sales to external customers           $63,706   $ 9,473      --      $73,179
Cost of sales                              50,169     6,239      --       56,408
                                          -------   -------   -------    -------
Gross margin                               13,537     3,234      --       16,771

Operating expenses                          9,081     1,684     1,198     11,963
                                          -------   -------   -------    -------
Operating income (loss)                   $ 4,456   $ 1,550   $(1,198)   $ 4,808
                                          =======   =======   =======    =======


                                          Medical   Power
For nine months ended                     Systems   Conversion
April 29, 2006                            Group     Group      Other      Total
- -----------------------                   -------   -------   -------    -------
Net Sales to Unaffiliated Customers       $49,431   $ 9,606   $  --      $59,037
Cost of sales                              39,178     6,408      --       45,586
                                          -------   -------   -------    -------
Gross margin                               10,253     3,168      --       13,451

Operating expenses                          8,156     1,549     2,002     11,707
                                          -------   -------   -------    -------
Operating income (loss)                   $ 2,097   $ 1,649   $(2,002)   $ 1,744
                                          =======   =======   =======    =======


STOCK OPTION PLAN

Effective July 31, 2005, the Company adopted SFAS No. 123 (R), "Share-Based
Payments," which revises SFAS 123, "Accounting for Stock-Based Compensation."
This standard requires that the Company measure the cost of employee services
received in exchange for an award of equity instruments based on the grant date
fair value of the award. That cost will be recognized over the period in which
the employee is required to provide the services - the requisite service period
(usually the vesting period) - in exchange for the award. The grant date fair
value for options and similar instruments will be estimated using option pricing
models. Under SFAS 123 (R), the Company is required to select a valuation
technique or option pricing model that meets the criteria as stated in the
standard, which includes a binomial model and the Black-Scholes model. At the
present time, the Company is continuing to use the Black-Scholes model. The
adoption of SFAS 123 (R), applying the "modified prospective method," as elected
by the Company, requires the Company to value stock options granted prior to its
adoption of SFAS 123 (R) under the fair value method and expense these amounts
over the remaining vesting period of the stock options.

On March 20, 2007, shareholders approved the 2007 Incentive Stock Plan. A total
of 1,000,000 shares of the Company's common stock may be granted under the Plan.

During the quarter ended April 28, 2007, the Company granted options to purchase
39,000 shares of common stock under the 2007 Incentive Stock Plan at an exercise
price of $2.11 per share that vest over four years. The fair value of these
options was $58. During the nine months ended April 28, 2007, the Company
granted options to purchase 449,000 shares at a weighted average price of $1.70
per share that vest over four years. The fair value of these options was $507.


                                       14


The fair values of the grants awarded in the periods presented were determined
using the following assumptions in the Black-Scholes model: an estimated life of
seven years, estimated volatility of approximately 63% to 71%, risk free
interest rate from 4.44% to 4.88% and the assumption that no dividends will be
paid. Expected volatility is based on historical volatility of our stock. Risk
free interest rates reflect the yield on zero-coupon U.S. Treasury securities.
SFAS 123 (R) requires that the Company estimate forfeitures for stock options
and reduce compensation expense accordingly. The Company will evaluate
experience against an estimated forfeiture rate of 2% going forward.

In the three months ended April 28, 2007 and April 29, 2006, the Company
recorded $59 and $52, respectively, of compensation expense related to stock
options. For the nine months ended April 28, 2007 and April 29, 2006,
compensation expense related to stock options was $167 and $135, respectively.

At April 28, 2007, the aggregate intrinsic value of in-the-money options
outstanding and options exercisable was $398 and $307, respectively. The
intrinsic value is the amount by which the market value of the underlying stock
exceeds the exercise price of the option.

Cash proceeds and intrinsic value related to total stock options exercised
during the first three and nine months of fiscal years 2007 and 2006 are as
follows:

                                        Three Months Ended    Nine months Ended
                                         Apr 28,   Apr 29,    Apr 28,  Apr 29,
                                           2007      2006       2007      2006
                                        --------  --------   --------  --------
Proceeds from stock options exercised        $ 2     $173        $27     $239
Intrinsic value of stock options exercised     2      123         15      123

The Company expects future stock-based compensation related to awards granted
through April 28, 2007 to be $503 through 2010.

CONTINGENCIES

EMPLOYMENT MATTERS - The Company had an employment agreement with Samuel Park,
the previous Chief Executive Officer ("CEO"), for the period May 1, 2001 to
April 30, 2004. The employment agreement provided for certain payments in the
event of a 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.

The Company's Board of Directors, elected at the Company's Annual Meeting of
Shareholders held on May 29, 2003, had reviewed the "change of control"
provisions regarding payments totaling up to approximately $1,800 under the
employment agreement between the Company and its former CEO, 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.


                                       15


Park's counsel demanding payment of certain sums and other consideration
pursuant to the Company's employment agreement with Mr. Park, including these
change of control payments. On November 17, 2003, the Company filed a complaint
in the United States District Court, Southern District of New York, 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.
Discovery in this matter was conducted and completed. Following discovery, the
Company and Mr. Park filed motions for summary judgment on the issues related to
the change in control and the amendment to the employment agreement, which
motions have been fully submitted to the court for consideration. To date, no
decision has been issued by the court on these motions. If Mr. Park prevails on
his claims and the payments he seeks are required to be 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 Company has not recorded an accrual for any potential settlements of
this claim as it has no basis upon which to estimate either the outcome or
amount of loss.

On June 28, 2002, Jeffrey N. Moeller, the former Director of Quality Assurance
and Regulatory Affairs of Del Medical, commenced an action in the Circuit Court
of Cook County, Illinois, against the Company, Del Medical and Walter Schneider,
the former President of Del Medical. In the most current iteration of this
pleading, the third amended complaint, Mr. Moeller alleges four claims against
the defendants in the action: (1) retaliatory discharge from employment with Del
Medical, allegedly in response to Mr. Moeller's complaints to officers of Del
Medical about purported prebilling and his stopping shipment of a product that
allegedly did not meet regulatory standards, (2) defamation, (3) intentional
interference with his employment relationship with Del Medical and his
relationship with prospective employers, and (4) to hold the Company liable for
any misconduct of Del Medical under a theory of piercing the corporate veil. By
order dated September 15, 2006, the Court denied in part and granted in part
defendants' motion requesting summary judgment dismissing the third amended
complaint. The Court granted the motion only to the extent of dismissing that
part of Mr. Moeller's claim of interference with his employment relationship
with Del Medical and his relationship with prospective employers, addressed to
alleged interference with his relationship with prospective employers. The
parties appeared for mediation in January 2007 but the mediation did not result
in a disposition of the action. Accordingly, it appears that the action will
proceed to trial. A status conference before the Court was held March 8, 2007,
and subsequently, a trial date has been scheduled for October 1, 2007. The
Company and Del Medical intend to defend vigorously against Mr. Moeller's
claims. Mr. Moeller is seeking $1,900 in damages consisting of alleged income
loss, including salary and benefits, and the present value of his alleged lost
income and benefits in the future after lump sum tax adjustments. The Company
has recorded an accrual of $100 relating to potential liability in the
settlement of these claims.


                                       16


ACQUISITION OF MINORITY INTEREST IN VILLA

On December 23, 2005, the Company acquired the remaining 20% of Villa for $2,612
plus 904,762 restricted shares of Company common stock. These shares were valued
at $3.26 a share, or $2,950, and are subject to SEC Rule 144 limitations as to
holding periods and trading volume limitations. Goodwill in the amount of $4,525
was recorded and $934 of minority interest was reversed after recognition of a
$388 dividend. Due to the previous 80% ownership interest existing at the time
of the original acquisition, the assets and liabilities of the Villa subsidiary
were fully consolidated before the transaction and considered to be at fair
market value with no additional adjustments necessary.

AUTHORIZED SHARES OF THE CORPORATION'S COMMON STOCK

At a special meeting of shareholders of the Company held on November 17, 2006,
the Company's shareholders approved an Amendment of the Certificate of
Incorporation of the Corporation (the "Amendment") to increase the number of
authorized shares of the Corporation's common stock, par value $.10 per share,
from twenty million (20,000,000) shares to fifty million (50,000,000) shares in
order to have a sufficient number of shares of Common Stock to provide a reserve
of shares available for issuance to meet business needs as they may arise in the
future. Such business needs may include, without limitation, rights offerings,
financings, acquisitions, establishing strategic relationships with corporate
partners, providing equity incentives to employees, officers or directors, stock
splits or similar transactions. Issuances of any additional shares for these or
other reasons could prove dilutive to current shareholders or deter changes in
control of the Company, including transactions where the shareholders could
otherwise receive a premium for their shares over then current market prices.

RIGHTS OFFERING AND STOCKHOLDER'S RIGHTS PLAN

On December 12, 2006, the Company filed a registration statement for a
subscription rights offering with the SEC that became effective January 30,
2007. Under terms of this rights offering, the Company distributed to
shareholders of record as of February 5, 2007, non-transferable subscription
rights to purchase one share of the Company's common stock for each share owned
at that date at a subscription price of $1.05 per share. On March 12, 2007, the
Company completed the rights offering, selling 12,027,378 shares of its common
stock at $1.05 per share. Total proceeds to the Company net of $262 of expenses
related to the rights offering, was $12,367.

The purpose of this rights offering was to raise equity capital in a
cost-effective manner with the proceeds being used for debt repayment,
anticipated working capital needs and general corporate purposes. A portion of
the net proceeds may also be used to acquire or invest in businesses, products
and technologies that Company management believes are complementary to the
Company's business.

In addition, on January 22, 2007, the Company entered into a stockholders rights
plan (the "Rights Plan"). The Rights Plan provides for a dividend distribution
of one Common Stock purchase right for each outstanding share of the Company's
Common Stock. The Company's Board of Directors adopted the Rights Plan to
protect stockholder value by protecting the Company's ability to realize the
benefits of its net operating losses ("NOLs") and capital loss carryforwards.
The Company has experienced substantial operating and capital losses in previous
years. Under the Internal Revenue Code and rules promulgated by the Internal
Revenue Service, the Company may "carry forward" these losses in certain


                                       17


circumstances to offset current and future earnings and thus reduce its federal
income tax liability, subject to certain requirements and restrictions. Assuming
that the Company has future earnings, the Company may be able to realize the
benefits of NOLs and capital loss carryforwards. These NOLs and capital loss
carryforwards constitute a substantial asset to the Company. If the Company
experiences an "Ownership Change," as defined in Section 382 of the Internal
Revenue Code, its ability to use the NOLs and capital loss carryforwards could
be substantially limited or lost altogether. In general terms, the Rights Plan
imposes a significant penalty upon any person or group that acquires certain
percentages of the Company's common stock by allowing other shareholders to
acquire equity securities at half their fair values.

SUBSEQUENT EVENT
On May 24, 2007, the Company's RFI subsidiary was served with a subpoena to
testify before a grand jury from the United States District Court, Eastern
District of New York to provide items and records from its Bay Shore, NY offices
regarding U.S. Department of Defense contracts and a search warrant from the
United States District Court, Eastern District of New York was issued and
executed with respect to such offices. The Company believes it is in full
compliance with the quality standards its customers require and is fully
cooperating with investigators to assist them with their review. The Company's
RFI subsidiary is continuing to ship products to the U.S. Government as well as
its commercial customers.


                                       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 contain 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 and favorable determinations
in various legal and regulatory matters. 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 July 29, 2006 and Current
Reports on Form 8-K.

OVERVIEW

The Company is primarily engaged in the design, manufacture and marketing of
cost-effective medical and dental diagnostic imaging systems consisting of
stationary and portable imaging systems, radiographic/fluoroscopic systems,
dental imaging systems and digital radiography systems. The Company also
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. The Company
manages its business in two operating segments: the Medical Systems Group and
the Power Conversion Group. In addition, the Company has a third reporting
segment, Other, comprised of certain unallocated corporate General and
Administrative expenses. See "Segment Information" in Part I, Item 1 of this
Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2007 (this
"Quarterly Report") for discussions of the Company's segments.

CRITICAL ACCOUNTING POLICIES

Complete descriptions of significant accounting policies are outlined in Note 1
of the Notes to Consolidated Financial Statements included in our Annual Report
on Form 10-K for the fiscal year ended July 29, 2006. 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.

REVENUE RECOGNITION
The Company recognizes revenue upon shipment, provided there is persuasive
evidence of an arrangement, there are no uncertainties concerning acceptance,
the sale price is fixed, collection of the receivable is probable and only
perfunctory obligations related to the arrangement need to be completed. The
Company maintains a sales return allowance, based upon historical patterns, to
cover estimated normal course of business returns, including defective or out of
specification product. The Company's products are covered primarily by one year
warranty plans and in some cases optional extended warranties for up to five


                                       19


years are offered. 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. The Company recognizes service revenue when repairs
or out of warranty repairs are completed. The Company has a Food and Drug
Administration obligation to continue to provide repair service for certain
medical systems for up to seven years past the warranty period. These repairs
are billed to the customers at market rates.

DEFERRED INCOME TAXES
The Company accounts for deferred income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
whereby it recognizes deferred tax assets and liabilities for temporary
differences between its financial reporting basis and income tax reporting basis
and for tax net operating loss carry forwards.

The Company periodically assesses the realization of its net deferred tax asset.
This evaluation is primarily based upon current operating results and
expectations of future operating results. A valuation allowance is recorded if
the Company believes its net deferred tax assets will not be realized. The
Company's assessment of realization is based on the more likely than not result.

During fiscal year 2006, the Company reported operating income on a consolidated
basis and a business unit basis. However, the Company's other reporting segment
incurred approximately $2.5 million in losses. This segment's losses are
considered U.S. losses for income tax purposes, which resulted in a consolidated
U.S. taxable loss for fiscal year 2006. Based on this result and expectations of
future results, the Company concluded that it should continue to carry a 100%
valuation allowance on its net U.S. deferred tax asset.

For its quarter and year-to-date ended April 28, 2007, the Company continues to
carry a 100% valuation allowance on its net U.S. deferred tax asset.

The Company has recorded a non-U.S. tax provision with respect to the income of
Villa in all periods presented. While the Company can make no assurances that
its Villa subsidiary will generate profits in the future, the Company believes
that it is more likely than not that its $1.0 million Villa-related net deferred
tax asset at April 28, 2007 will be realized.

OBSOLETE AND EXCESS INVENTORY
The Company re-evaluates its allowance for obsolete inventory once a quarter,
and this allowance comprises the most significant portion of its 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 the Company typically does not purchase inventory substantially in
advance of production requirements, it does not expect cancellation of an order
to be a material risk. However, market or technology changes can occur.

VALUATION OF FINISHED GOODS INVENTORIES
In addition, the Company uses certain estimates in determining interim operating
results. The most significant estimates in interim reporting relate to the


                                       20


valuation of finished goods inventories. For certain subsidiaries, for interim
periods, the Company estimates the amount of labor and overhead costs related to
finished goods inventories. As of April 28, 2007, finished goods represented
approximately 17.5% of the gross carrying value of total gross inventory. The
Company believes the estimation methodologies used to be appropriate and
consistently applied.

CONSOLIDATED RESULTS OF OPERATIONS

Consolidated net sales of $27.1 million for the third quarter of fiscal 2007
increased by $6.3 million or 30.4% from fiscal 2006 third quarter net sales of
$20.8 million primarily due to increased net sales at the Company's Medical
Systems Group. The Medical Systems Group's third quarter fiscal 2007 sales of
$23.2 million were $5.5 million or 31.4% more than the prior year's third
quarter sales of $17.6 million due to increased international sales to the
Russian market, stronger than expected dental systems sales and increased sales
of higher priced digital products. The Power Conversion Group's third quarter
fiscal 2007 sales of $3.9 million increased by $0.8 million, or 24.5%, from last
year's levels due primarily to increased sales in the transformer business.

Consolidated net sales of $73.2 million for the first nine months of fiscal 2007
increased by $14.2 million or 24.0% from fiscal 2006 net sales of $59.0 million,
due to an increase in Medical Systems Group sales of $14.3 million offset by a
decrease in Power Conversion Group sales of $0.1 million. Medical System Group's
sales for the first nine months of fiscal 2007 of $63.7 million increased $14.3
million or 28.9% from the prior year's period primarily due to increased sales
to the Russian market as well as stronger than expected dental and digital
equipment sales as noted above. The Power Conversion Group's sales for the first
nine months of fiscal 2007 of $9.5 million decreased by $0.1 million or 1.4%
from the prior year's levels due to lower government sales as a result of lower
demand.

Consolidated backlog at April 28, 2007 was $39.8 million versus backlog at July
29, 2006 of approximately $22.4 million. The backlog in the Power Conversion
Group at April 28, 2007 decreased $1.1 million from levels at beginning of the
fiscal year due to the shipping of orders affected by inventory procurement
delays in Q-1 and Q-2 2007. There was an $18.5 million increase in the April 28,
2007 backlog of our Medical Systems Segment from July 29, 2006 reflecting strong
bookings during the nine month period in international markets. Substantially
all of the backlog should result in shipments within the next 12 months.

Gross margins as a percent of sales were 22.2% for the third quarter of fiscal
2007, compared to 21.6% in the third quarter of fiscal 2006 due primarily to
product mix as more fully described below.

Gross margins as a percent of sales were 22.9% for the nine months ended April
28, 2007, compared to 22.8% for the nine months ended April 29, 2006. The 0.1%
variance is a result of the reversal of warranty reserves at the Medical Systems
Group of .5%, offset by lower margins associated with increased sales of our
digital products, also at the Medical Systems Group of 0.4%. Generally, digital
products have a higher selling price than the non-digital product offerings, but
they also have a higher cost resulting in lower gross margin percentages.

Selling, General and Administrative expenses ("SG&A") for the third quarter of
fiscal 2007 were $3.5 million (12.8% of sales) compared to $3.3 million (15.9%


                                       21


of sales) in the prior year's third quarter. The increase in SG&A in the third
quarter of fiscal 2007 reflects increased legal costs related to corporate
issues.

SG&A for the first nine months of fiscal 2007 were $10.5 million (14.3% of
sales) compared to $10.1 million (17.1% of sales) in the prior year's first nine
months. The increase in SG&A in the first nine months of fiscal 2007 reflects
increased corporate legal, accounting and severance costs, offset by reduced
selling costs in the Power Conversion Group.

Research and development expenses ("R&D") for the third quarter of fiscal 2007
were $0.5 million (2.0% of sales) compared to $0.4 million (2.0% of sales) in
the prior year's third quarter. The increase in R&D in the third quarter of
fiscal 2007 reflects increased development costs associated with medical and
dental equipment in the Medical Systems Group.

R&D for the first nine months of fiscal 2007 was $1.5 million (2.1% of sales)
compared to $1.2 million (2.0% of sales) in the prior year's first nine months.
The increase in R&D in the fiscal 2007 period reflects increased development
costs associated with medical and dental equipment in the Medical Systems Group
as discussed above.

Litigation settlement costs of $(0.1) and $0.5 million were recorded for the
third quarter and first nine months of fiscal 2006, respectively. An accrual of
$0.5 million was made based on a November 2005 settlement of litigation filed
during fiscal 2005 by the potential buyers of the Company's Medical Systems
Group, offset by a reversal of $0.1 million accrual related to previously
settled litigation.

As a result of the foregoing, the Company recognized third quarter fiscal 2007
operating income of $2.0 million compared to an operating income of $0.8 million
in the third quarter of fiscal 2006. The Medical Systems Group posted a third
quarter fiscal 2007 operating profit of $1.3 million and the Power Conversion
Group showed operating profit of $0.9 million, offset by unallocated corporate
costs of $0.2 million. The Medical Systems Group posted a third quarter fiscal
2006 operating profit of $0.5 million and the Power Conversion Group had
operating profit of $0.7 million, offset by unallocated corporate costs of $0.4
million.

Operating income for the first nine months of fiscal 2007 was $4.8 million
compared to an operating income of $1.7 million in the prior year period. The
Medical Systems Group had an operating profit of $4.5 million and the Power
Conversion Group achieved an operating profit of $1.5 million, offset by
unallocated corporate costs of $1.2 million. The Medical Systems Group had an
operating profit of $2.1 million for the first nine months of fiscal 2006 and
the Power Conversion Group achieved an operating profit of $1.6 million, partly
offset by unallocated corporate costs of $2.0 million.

Interest expense for the third quarter of fiscal 2007 of $0.2 million was
slightly lower than prior year's third quarter of $0.3 million due to lower debt
balances when compared to the prior year and interest income earned on net
proceeds from the Rights Offering previously discussed.

Interest expense for the first nine months of fiscal 2007 of $0.9 million was
unchanged from the prior year's first nine months interest expense as higher
interest rates and higher average borrowings when compared to the prior year


                                       22


through February 2007 were offset by a reduction in borrowings as a result of
the payment of our subordinated debentures and the revolving credit agreement
and term loan with the proceeds of the Rights Offering in March 2007.

The Company did not provide for a U.S. domestic income tax benefit in fiscal
2007. With the exception of tax provisions and adjustments recorded at Villa,
our Italian subsidiary, we recorded no adjustments to our current or net
deferred tax accounts during the fiscal 2007 or fiscal 2006 periods.

Reflecting the above, we recorded net income of $1.1 million or $0.06 per
share(basic and diluted) in the third quarter of fiscal 2007, as compared to a
net loss of ($0.1) million, or ($0.01) per share(basic and diluted), during the
third quarter of fiscal 2006. We recorded net income of $1.7 million or $0.12
per share (basic and diluted) in the first nine months of fiscal 2007, as
compared to a net loss of ($0.6) million or ($0.06) per share (basic and
diluted) in the first nine months of the prior year. The average shares
outstanding for fiscal 2007 were higher than the comparable periods in the prior
year due to the Rights Offering in the third quarter of fiscal 2007.

FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES

The Company funds it's investing and working capital needs through a combination
of cash flow from operations, short-term credit facilities and the proceeds from
the Rights Offering discussed above.

Working Capital -- At April 28, 2007 and July 29, 2006, the Company's working
capital was approximately $22.7 million and $6.9 million, respectively. At such
dates, we had approximately $6.1 million and $0.3 million, respectively, in cash
and cash equivalents, the increase primarily due to net proceeds of the Rights
Offering discussed above offset by domestic revolver and debt repayments. As of
April 28, 2007, the Company had approximately $5.0 million of excess borrowing
availability under our domestic revolving credit facility compared to $1.0
million at July 29, 2006.

In addition, as of April 28, 2007 and July 29, 2006, our Villa subsidiary had an
aggregate of approximately $10.8 million of excess borrowing availability under
its various short-term credit facilities. Terms of the Italian credit facilities
do not permit the use of borrowing availability to directly finance operating
activities at our US subsidiaries.

Cash Flows from Operating Activities - For the nine months ended April 28, 2007,
the Company generated approximately $2.1 million of cash from operations,
compared to cash generated of $1.3 million in the prior fiscal year directly
attributable to net changes in working capital accounts and better earnings in
fiscal 2007.

Cash Flows from Investing Activities -- The Company has made $0.6 million of
facility improvements and capital equipment purchases for the nine month period
ended April 28, 2007 as compared to $0.5 million for the comparable prior year
period ended April 29. 2006. In December, 2005, the Company acquired the
remaining 20% of its Italian subsidiary for $2.6 million and other non-cash
consideration.

Cash Flows from Financing Activities -- During the nine month period ended April
28, 2007, the Company repaid approximately $8.8 million of indebtedness on its
domestic and Italian borrowings, as compared to net borrowings of approximately
$0.4 million in the prior year period. In addition, on March 12, 2007, the


                                       23


Company generated $12.4 million as a result of the rights offering described
below. Also during the nine month period ended April 28, 2007, the Company
received proceeds from the exercise of warrants and options totaling $0.6
million as compared to $0.2 million in the prior year period.

The Company's contractual obligations including debt and operating leases, as
previously disclosed on our Annual Report on Form 10-K for the fiscal year ended
July 29, 2006, has not changed materially at April 28, 2007 with the exception
of adding a 2.0 million Euro loan and paying down domestic borrowings as
described below.

Credit Facility and Borrowing -- On August 1, 2005, the Company entered into a
three-year revolving credit and term loan facility with North Fork Business
Capital (the "North Fork Facility") and repaid the prior facility. The North
Fork Facility provides for a $6 million formula based revolving credit facility
based on the Company's eligible accounts receivable and inventories as defined
in the credit agreement. In addition, the Company borrowed $2 million under a
term loan facility secured by the Company's Bay Shore, New York building.
Interest on the revolving credit borrowings is payable at prime plus 0.5% or
alternatively at a LIBOR rate plus 2.5%. The $2 million term loan was repayable
in monthly installments of $16,667 with a balloon payment of the remaining
balance due at the maturity in 2008. Interest on the term loan was payable
monthly at prime plus 0.75% or a LIBOR rate plus 2.75%. As of April 28, 2007,
the Company had approximately $6.0 million of availability under the North Fork
Facility, of which North Fork has reserved $1 million against possible
litigation settlements. The term loan was extinguished and the revolver was paid
down to $0 with a portion of the proceeds received from a March 2007 Rights
Offering discussed below. The North Fork Facility is subject to commitment fees
of 0.5% per annum on the daily-unused portion of the facility, payable monthly.
The Company granted a security interest to the lender on its US credit facility
in substantially all of its accounts receivable, inventories, property plant and
equipment, other assets and intellectual property in the US as well as 66% of
the outstanding stock of its Italian subsidiary, Villa.

As of the end of the fourth quarter of fiscal 2006, the Company was
non-compliant with the following covenants: the Adjusted US Earnings, Adjusted
Earnings, Senior US Debt Ratio and Fixed Charge Coverage Ratio covenants under
the North Fork Facility, due to the lower than anticipated performance during
fiscal 2006. On October 25, 2006, the Company and North Fork signed an amendment
to the facility that waived the non-compliance with these covenants for the
fourth quarter of fiscal 2006 and adjusted the covenant levels going forward
through the maturity of the credit facility. In addition the amendment reversed
$0.3 million of a sinking fund reserved for the March 2007 maturity of the
subordinated shareholder notes and eliminated additional sinking fund reserves
provisions related to the subordinated notes.

As of the end of the first quarter of fiscal 2007, the Company was non-compliant
with the tangible net worth covenant under the North Fork Facility. On December
6, 2006, North Fork waived the non-compliance with this covenant for the first
quarter of fiscal 2007 and adjusted the covenant levels going forward through
the maturity of the credit facility.

As of the end of the third quarter of fiscal 2007, the Company was in compliance
with all covenants under the North Fork Facility.

On June 1, 2007, the North Fork Facility was amended and restated. The amendment
increases the revolving credit facility to a maximum amount of $7.5 million and
provides a capital expenditure loan facility up to $1.5 million. Other changes


                                       24


to the terms and conditions of the original loan agreement include the
modification of covenants, removal of the Villa stock as loan collateral and the
removal of daily collateral reporting which was part of the previous asset-based
facility requirements.

In connection with the settlement reached on January 29, 2002, with the
plaintiffs in the class action litigation, the Company recorded the present
value at 12% of the $2 million of subordinated notes that were issued in April
2002 and matured in March 2007. The subordinated notes did not pay interest
currently, but accrued interest at 6% per annum, and were recorded at issuance
at a discounted present value of $1.5 million. The balance was paid on March 29,
2007 with a portion of the proceeds from a Rights Offering described below.

In addition to the domestic credit facilities discussed above, the Company has
certain short-term credit facilities available at its Villa subsidiary, with
interest rates ranging from 3.7% to 13.75%. 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. The total amount outstanding on the Villa
short-term credit facilities at April 28, 2007 and July 29, 2006 was $0.0
million and $3.3 million, respectively. In addition, as of April 28, 2007 and
July 29, 2006, approximately $10.8 million and $4.4 million, respectively, of
excess borrowing availability, respectively, were in place under these
facilities.

In October 2006, Villa entered into a 2.0 million Euro loan with interest
payable at 4.7%. The note is repayable over a seven year term. The note contains
a financial covenant which provides that the net equity of Villa cannot fall
below 5.0 million Euros. This covenant could limit Villa's ability to pay
dividends to the US parent company in the event future losses, future dividends
or other events should cause Villa's equity to fall below the defined level.

Villa is also party to a foreign credit facility and Italian Government
long-term loan with an interest rate of 4.9% with principal payable
semi-annually through maturity in September 2007, and interest payable
quarterly. The variable interest rate at April 28, 2007 and July 29, 2006 on the
other foreign credit facility, based on the formula Euribor + 1%, was 4.9% and
3.7%, respectively.

Interest on the Italian Government long-term facilities is 3.4% with principal
payable annually through February and 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.

EQUITY TRANSACTIONS
On December 12, 2006, the Company filed a registration statement for a
subscription rights offering with the SEC that became effective January 30,
2007. Under terms of this rights offering, the Company distributed to
shareholders of record as of February 5, 2007, non-transferable subscription
rights to purchase one share of the Company's common stock for each share owned
at that date at a subscription price of $1.05 per share. On March 12, 2007, the
Company completed the rights offering, selling 12,027,378 shares of its common
stock at $1.05 per share. Total proceeds to the Company net of expenses related
to the rights offering, was $12.4 million.


                                       25


The purpose of this rights offering was to raise equity capital in a
cost-effective manner with the proceeds being used for debt repayment,
anticipated working capital needs and general corporate purposes. A portion of
the net proceeds may also be used to acquire or invest in businesses, products
and technologies that Company management believes are complementary to the
Company's business.

In addition, on January 22, 2007, the Company entered into a stockholders rights
plan (the "Rights Plan"). The Rights Plan provides for a dividend distribution
of one Common Stock purchase right for each outstanding share of the Company's
Common Stock. The Company's Board of Directors adopted the Rights Plan to
protect stockholder value by protecting the Company's ability to realize the
benefits of its net operating losses ("NOLs") and capital loss carryforwards.
The Company has experienced substantial operating and capital losses in previous
years. Under the Internal Revenue Code and rules promulgated by the Internal
Revenue Service, the Company may "carry forward" these losses in certain
circumstances to offset current and future earnings and thus reduce its federal
income tax liability, subject to certain requirements and restrictions. Assuming
that the Company has future earnings, the Company may be able to realize the
benefits of NOLs and capital loss carryforwards. These NOLs and capital loss
carryforwards constitute a substantial asset to the Company. If the Company
experiences an "Ownership Change," as defined in Section 382 of the Internal
Revenue Code, its ability to use the NOLs and capital loss carryforwards could
be substantially limited or lost altogether. In general terms, the Rights Plan
imposes a significant penalty upon any person or group that acquires certain
percentages of the Company's common stock by allowing other shareholders to
acquire equity securities at half their fair values.

LITIGATION MATTERS
The Company had an employment agreement with Samuel Park, the previous Chief
Executive Officer ("CEO"), for the period May 1, 2001 to April 30, 2004. The
employment agreement provided for certain payments in the event of a 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 $0.2 million during the first
quarter of fiscal 2004 to accrue the balance remaining under Mr. Park's
employment agreement.

The Company's Board of Directors, elected at the Company's Annual Meeting of
Shareholders held on May 29, 2003, had reviewed the "change of control"
provisions regarding payments totaling up to approximately $1.8 million under
the employment agreement between the Company and its former CEO, 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 of control payments. On November 17, 2003, the Company
filed a complaint in the United States District Court, Southern District of New
York, 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


                                       26


"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. Discovery in this matter was conducted and completed. Following
discovery, the Company and Mr. Park filed motions for summary judgment on the
issues related to the change in control and the amendment to the employment
agreement, which motions have been fully submitted to the court for
consideration. To date, no decision has been issued by the court on these
motions. If Mr. Park prevails on his claims and the payments he seeks are
required to be 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 Company has not recorded an
accrual for any potential settlements of this claim as it has no basis upon
which to estimate either the outcome or amount of loss.

On June 28, 2002, Jeffrey N. Moeller, the former Director of Quality Assurance
and Regulatory Affairs of Del Medical, commenced an action in the Circuit Court
of Cook County, Illinois, against the Company, Del Medical and Walter Schneider,
the former President of Del Medical. In the most current iteration of this
pleading, the third amended complaint, Mr. Moeller alleges four claims against
the defendants in the action: (1) retaliatory discharge from employment with Del
Medical, allegedly in response to Mr. Moeller's complaints to officers of Del
Medical about purported prebilling and his stopping shipment of a product that
allegedly did not meet regulatory standards, (2) defamation, (3) intentional
interference with his employment relationship with Del Medical and his
relationship with prospective employers, and (4) to hold the Company liable for
any misconduct of Del Medical under a theory of piercing the corporate veil. By
order dated September 15, 2006, the Court denied in part and granted in part
defendants' motion requesting summary judgment dismissing the third amended
complaint. The Court granted the motion only to the extent of dismissing that
part of Mr. Moeller's claim of interference with his employment relationship
with Del Medical and his relationship with prospective employers, addressed to
alleged interference with his relationship with prospective employers. The
parties appeared for mediation in January 2007 but the mediation did not result
in a disposition of the action. A status conference before the Court was held
March 8, 2007, and subsequently, a trial date has been scheduled for October 1,
2007. The Company and Del Medical intend to defend vigorously against Mr.
Moeller's claims. Mr. Moeller is seeking $1.9 million in damages consisting of
alleged income loss, including salary and benefits, and the present value of his
alleged lost income and benefits in the future after lump sum tax adjustments.
The Company has recorded an accrual of $0.1 million relating to potential
liability in the settlement of these claims.

On May 24, 2007, the Company's RFI subsidiary was served with a subpoena to
testify before a grand jury from the United States District Court, Eastern
District of New York to provide items and records from its Bay Shore, NY offices
regarding U.S. Department of Defense contracts and a search warrant from the
United States District Court, Eastern District of New York was issued and
executed with respect to such offices. The Company believes it is in full
compliance with the quality standards its customers require and is fully
cooperating with investigators to assist them with their review. The Company's
RFI subsidiary is continuing to ship products to the U.S. Government as well as
its commercial customers.


                                       27


ACQUISITION OF MINORITY INTEREST IN VILLA
On December 23, 2005, the Company acquired the remaining 20% of Villa for $2.6
million plus 904,762 restricted shares of Company common stock. These shares
were valued at $3.26 a share, or $3.0 million, and are subject to SEC Rule 144
limitations as to holding periods and trading volume limitations. Goodwill in
the amount of $4.5 million was recorded and $0.9 million of minority interest
was reversed after recognition of a $0.4 million dividend. Due to the previous
80% ownership interest existing at the time of the original acquisition, the
assets and liabilities of the Villa subsidiary were fully consolidated before
the transaction and considered to be at fair market value with no additional
adjustments necessary.

The Company did not have any investments in unconsolidated variable interest
entities or other off balance sheet arrangements during any of the periods
presented in this Quarterly Report on Form 10-Q.

The Company anticipates that cash generated from the rights offering noted
above, operations and amounts available from credit facilities will be
sufficient to satisfy currently projected operating cash needs for at least the
next twelve months, and for the foreseeable future.

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 July 29, 2006.

ITEM 4T CONTROLS AND PROCEDURES

The Company, under the supervision and with the participation of the Company's
management, including James A. Risher, Chief Executive Officer, and Mark A.
Zorko, 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
Quarterly Report. 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
Quarterly Report 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 of 2007 ended April 28, 2007, 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


                                       28


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.


                                       29


                           PART II - OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

EMPLOYMENT MATTERS - The Company had an employment agreement with Samuel Park,
the previous Chief Executive Officer ("CEO"), for the period May 1, 2001 to
April 30, 2004. The employment agreement provided for certain payments in the
event of a 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 $0.2 million during the first
quarter of fiscal 2004 to accrue the balance remaining under Mr. Park's
employment agreement.

The Company's Board of Directors, elected at the Company's Annual Meeting of
Shareholders held on May 29, 2003, had reviewed the "change of control"
provisions regarding payments totaling up to approximately $1.8 million under
the employment agreement between the Company and its former CEO, 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 of control payments. On November 17, 2003, the Company
filed a complaint in the United States District Court, Southern District of New
York, 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. Discovery in this matter was conducted and completed. Following
discovery, the Company and Mr. Park filed motions for summary judgment on the
issues related to the change in control and the amendment to the employment
agreement, which motions have been fully submitted to the court for
consideration. To date, no decision has been issued by the court on these
motions. If Mr. Park prevails on his claims and the payments he seeks are
required to be 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 Company has not recorded an
accrual for any potential settlements of this claim as it has no basis upon
which to estimate either the outcome or amount of loss.

On June 28, 2002, Jeffrey N. Moeller, the former Director of Quality Assurance
and Regulatory Affairs of Del Medical, commenced an action in the Circuit Court
of Cook County, Illinois, against the Company, Del Medical and Walter Schneider,
the former President of Del Medical. In the most current iteration of this
pleading, the third amended complaint, Mr. Moeller alleges four claims against
the defendants in the action: (1) retaliatory discharge from employment with Del
Medical, allegedly in response to Mr. Moeller's complaints to officers of Del


                                       30


Medical about purported prebilling and his stopping shipment of a product that
allegedly did not meet regulatory standards, (2) defamation, (3) intentional
interference with his employment relationship with Del Medical and his
relationship with prospective employers, and (4) to hold the Company liable for
any misconduct of Del Medical under a theory of piercing the corporate veil. By
order dated September 15, 2006, the Court denied in part and granted in part
defendants' motion requesting summary judgment dismissing the third amended
complaint. The Court granted the motion only to the extent of dismissing that
part of Mr. Moeller's claim of interference with his employment relationship
with Del Medical and his relationship with prospective employers, addressed to
alleged interference with his relationship with prospective employers. The
parties appeared for mediation in January 2007 but the mediation did not result
in a disposition of the action. Accordingly, it appears that the action will
proceed to trial. A status conference before the Court was held March 8, 2007,
and subsequently, a trial date has been scheduled for October 1, 2007. The
Company and Del Medical intend to defend vigorously against Mr. Moeller's
claims. Mr. Moeller is seeking $1.9 million in damages consisting of alleged
income loss, including salary and benefits, and the present value of his alleged
lost income and benefits in the future after lump sum tax adjustments. The
Company has recorded an accrual of $0.1 million relating to potential liability
in the settlement of these claims.

On May 24, 2007, the Company's RFI subsidiary was served with a subpoena to
testify before a grand jury from the United States District Court, Eastern
District of New York to provide items and records from its Bay Shore, NY offices
regarding U.S. Department of Defense contracts and a search warrant from the
United States District Court, Eastern District of New York was issued and
executed with respect to such offices. The Company believes it is in full
compliance with the quality standards its customers require and is fully
cooperating with investigators to assist them with their review. The Company's
RFI subsidiary is continuing to ship products to the U.S. Government as well as
its commercial customers.

OTHER LEGAL MATTERS - The Company is a defendant in several other legal actions
in various US and foreign jurisdictions arising from the normal course of
business. Management believes the Company has meritorious defenses to such
actions and that the outcomes will not be material to the Company's consolidated
financial statements.

ITEM 1A.     RISK FACTORS

In addition to the risk factors disclosed in Part 1, Item 1A, in the Company's
Annual Report on Form 10-K for the fiscal year ended July 29, 2006, the
following are important factors which could cause actual results or events to
differ materially from those contained in any forward-looking statements made by
or on behalf of the Company.

WE DO NOT INTEND TO PAY DIVIDENDS ON SHARES OF OUR COMMON STOCK IN THE
FORESEEABLE FUTURE.

We currently expect to retain our future earnings, if any, for use in the
operation and expansion of our business. We do not anticipate paying any cash
dividends on shares of our common stock in the foreseeable future. Our credit
facility with our U.S. lender restricts our ability to pay dividends.


                                       31


COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE MAY RESULT IN ADDITIONAL EXPENSES.

Changing laws, regulations and standards relating to corporate governance and
public disclosure, including the Sarbanes-Oxley Act of 2002, are creating
uncertainty for companies such as ours. We are committed to maintaining high
standards of corporate governance and public disclosure. As a result, we intend
to invest reasonably necessary resources to comply with evolving standards, and
this investment may result in increased general and administrative expenses and
a diversion of management time and attention from revenue-generating activities
to compliance activities, which could harm our business prospects.


ITEM 4       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's Annual Meeting of Shareholders held on March 20, 2007 (the
"Annual Meeting"), the Company's shareholders reelected four (4) members of the
board of directors of the Company (Gerald M. Czarnecki, James R. Henderson,
General Merrill A. McPeak, James A. Risher) all of whom were incumbent directors
elected at the Company's Annual Meeting of Stockholders held on June 13, 2006.

The votes cast for all nominees were as follows:

- -------------------------------- ------------------------- ---------------------
STEEL NOMINEES:                  IN FAVOR                   WITHHELD
- -------------------------------- ------------------------- ---------------------
Gerald M. Czarnecki              9,943,975                  154,517
- -------------------------------- ------------------------- ---------------------
James R. Henderson               9,917,310                  181,182
- -------------------------------- ------------------------- ---------------------
General Merrill A. McPeak        9,930,312                  168,180
- -------------------------------- ------------------------- ---------------------
James A. Risher                  9,917,310                  181,182
- -------------------------------- ------------------------- ---------------------

The votes cast for, against and abstain for the approval of the Company's 2007
Incentive Stock Plan and Broker No Votes were as follows:

- --------------------------------    --------------------------------
FOR: 5,146,775                      AGAINST: 1,457,901
- --------------------------------    --------------------------------
ABSTAIN: 11,291                     BROKER NO VOTES: 3,482,525
- --------------------------------    --------------------------------

The votes cast for, against and abstain to ratify the appointment of BDO
Seidman, LLP as our independent registered public accountants for the fiscal
year ending July 31, 2007 were as follows:

- -------------------------------- ------------------------- ---------------------
FOR: 10,052,239                  AGAINST: 38,393           ABSTAIN: 7,860
- -------------------------------- ------------------------- ---------------------



ITEM 6.     EXHIBITS

31.1*       Certification of the Chief Executive Officer, James A. Risher,
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*       Certification of Chief Financial Officer, Mark A. Zorko, pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.


                                       32


32.1*       Certification of the Chief Executive Officer, James A. Risher,
            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, Mark A. Zorko,
            pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002.

                 * Filed herewith


                                       33


                 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/ James A. Risher
                                             -----------------------------------
                                             James A. Risher
                                             Chief Executive Officer


                                             /s/  Mark A. Zorko
                                             -----------------------------------
                                             Mark A. Zorko
                                             Chief Financial Officer


Dated:    June 5, 2007


                                       34

EX-31.1

                                                                    EXHIBIT 31.1


                                 CERTIFICATIONS


I, James A. Risher, 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 5, 2007

                                                        /s/ James A. Risher
                                                        ------------------------
                                                        James A. Risher
                                                        Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2


                                 CERTIFICATIONS

I, Mark A. Zorko, 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 5, 2007

                                                         /s/ Mark A. Zorko
                                                         -----------------------
                                                         Mark A. Zorko
                                                         Chief Financial Officer

EX-32.1

                                                                    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
April 28, 2007:

In connection with the Quarterly Report of Del Global Technologies Corp. (the
"Company") on Form 10-Q for the period ended April 28, 2007 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, James
A. Risher, 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/ James A. Risher
                                          ----------------------------
                                          Name: James A. Risher
                                          Chief Executive Officer
                                          Date: June 5, 2007


     (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

                                                                    EXHIBIT 32.2


                CERTIFICATION OF PRINCIPAL ACCOUNTING 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
April 28, 2007:

In connection with the Quarterly Report of Del Global Technologies Corp. (the
"Company") on Form 10-Q for the period ended April 28, 2007 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mark A.
Zorko, Principal Accounting 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/ Mark A. Zorko
                                          ----------------------------
                                          Name: Mark A. Zorko
                                          Chief Financial Officer
                                          Date: June 5, 2007


     (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.