SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended January 31, 1998
Commission File Number 0-3319
DEL GLOBAL TECHNOLOGIES CORP.
-----------------------------
(Exact name of registrant as specified in its charter)
New York 13-1784308
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Commerce Park, Valhalla, NY 10595
-------------------------------------
(Address of principal executive offices)
(Zip Code)
(914) 686-3600
--------------
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the business on March 13, 1998.
Common Stock - 7,542,937
<PAGE>
PART I
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets - January 31, 1998 and August 2, 1997
Consolidated Statements of Income for the Three Months and Six
Months ended January 31, 1998 and February 1, 1997
Consolidated Statements of Cash Flows for the Six Months ended
January 31, 1998 and February 1, 1997
Notes to Consolidated Financial Statements
-1-
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
January 31, August 2,
1998 1997
----------- -----------
CURRENT ASSETS
Cash and cash equivalents $ 5,377,578 $ 6,070,608
Investments available-for-sale 854,454 722,566
Trade receivables - net 12,382,438 11,211,357
Cost and estimated earnings in excess of
billings on uncompleted contracts 2,061,671 1,868,002
Inventory 26,302,076 24,681,348
Prepaid expenses and other current assets 2,441,640 1,808,762
----------- -----------
Total current assets 49,419,857 46,362,643
----------- -----------
FIXED ASSETS - Net 11,719,584 11,159,010
INTANGIBLES - Net 1,027,217 1,112,991
GOODWILL - Net 4,039,722 4,135,409
DEFERRED CHARGES 448,634 507,933
OTHER ASSETS 870,278 851,824
----------- -----------
TOTAL $67,525,292 $64,129,810
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 127,209 $ 127,999
Accounts payable - trade 4,496,341 3,936,529
Accrued liabilities 3,535,916 3,699,188
Deferred compensation liability 816,707 722,566
Income taxes 791,204 868,949
----------- -----------
Total current liabilities 9,767,377 9,355,231
----------- -----------
LONG-TERM LIABILITIES
LONG-TERM DEBT (less current
portion included above) 345,719 411,127
OTHER 744,222 725,258
DEFERRED INCOME TAXES 1,225,968 1,107,964
----------- -----------
Total liabilities 12,083,286 11,599,580
----------- -----------
SHAREHOLDERS' EQUITY
Common stock, $.10 par value;
Authorized 20,000,000 shares;
Issued and outstanding -
7,705,163 shares at January 31,
1998 and 7,516,234 shares at
August 2, 1997 770,516 751,622
Additional paid-in capital 47,101,060 45,909,517
Retained earnings 9,191,786 6,572,318
----------- -----------
57,063,362 53,233,457
----------- -----------
Less common stock in treasury -
198,155 shares at January 31, 1998
and 104,255 at August 2, 1997 1,621,356 703,227
----------- -----------
Total shareholders' equity 55,442,006 52,530,230
----------- -----------
TOTAL $67,525,292 $64,129,810
=========== ===========
See notes to consolidated financial statements
-2-
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------- ------------------------------
January 31, February 1, January 31, February 1,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $14,403,182 $12,691,871 $27,883,251 $25,003,255
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Cost of sales 8,503,015 7,558,599 16,550,560 15,064,837
Research and development 1,464,357 1,115,612 2,700,246 2,192,439
Selling, general and
administrative 2,476,438 2,434,208 4,878,837 4,759,747
Interest income - net 44,275 27,840 98,550 47,296
----------- ----------- ----------- -----------
12,399,535 11,080,579 24,031,093 21,969,727
----------- ----------- ----------- -----------
INCOME BEFORE PROVISION
FOR INCOME TAXES 2,003,647 1,611,292 3,852,158 3,033,528
PROVISION FOR INCOME TAXES 641,167 491,444 1,232,691 925,226
----------- ----------- ----------- -----------
NET INCOME $ 1,362,480 $ 1,119,848 $ 2,619,467 $ 2,108,302
=========== =========== =========== ===========
Per share amounts:
Basic earnings per share $ .18 $ .15 $ .35 $ .28
=========== =========== =========== ===========
Diluted earnings per share $ .17 $ .14 $ .32 $ .26
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 7,472,140 7,399,932 7,455,775 7,407,594
=========== =========== =========== ===========
Weighted average number of
common shares outstanding
and common share equivalents 8,172,285 8,071,111 8,172,142 8,082,482
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
-------------------------
January 31, February 1,
1998 1997
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 2,619,467 $ 2,108,302
Adjustments to reconcile net income
to net cash provided by operating
activities:
Imputed interest 46,793 33,968
Depreciation 657,821 471,697
Amortization 264,646 263,782
Deferred income tax provision
(benefit) 114,759 (11,996)
Tax benefit from exercise of
stock options and warrants 325,594 147,617
Changes in assets and liabilities:
Increase in trade receivables (1,171,081) (311,931)
Increase in cost and estimated
earnings in excess of billings
on uncompleted contracts (193,669) --
Increase in inventory (1,620,728) (1,676,493)
Increase in prepaid and other
current assets (652,476) (306,878)
Increase in other assets (17,259) (4,675)
Increase in accounts payable - trade 559,812 499,585
Decrease in accrued liabilities (163,272) (466,044)
Increase in deferred compensation
liability 94,141 94,632
(Decrease) increase in income taxes
payable (77,745) 31,301
----------- -----------
Net cash provided by operating activities 786,803 872,867
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for fixed assets (1,218,395) (1,137,813)
Investment in marketable securities (131,888) (94,632)
Cash paid on acquisition of subsidiaries -- (15,000)
Payments to former shareholders of
subsidiary acquired (27,829) (27,850)
----------- -----------
Net cash used in investing activities (1,378,112) (1,275,295)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayment of) proceeds from bank
borrowing (66,198) 29,110
Payment for repurchase of shares (918,129) (73,310)
Proceeds from exercise of stock options
and warrants 841,153 175,338
Other 41,453 (18,334)
----------- -----------
Net cash (used in) provided by financing
activities (101,721) 112,804
----------- -----------
(Continued)
See notes to consolidated financial statements
-4-
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
-------------------------
January 31, February 1,
1998 1997
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS $ (693,030) $ (289,624)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,070,608 5,817,800
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,377,578 $ 5,528,176
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Interest paid $ 62,587 $ 27,950
=========== ===========
Income taxes paid $ 865,083 $ 747,057
=========== ===========
See notes to consolidated financial statements
-5-
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 In the opinion of the Company's management, the accompanying
unaudited consolidated financial statements contain all
adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the results of the Company's
financial position as of January 31, 1998 and the results of its
operations and its cash flows for the six months ended January
31, 1998 and February 1, 1997, respectively.
The accounting policies followed by the Company are set forth in
Note 1 to the Company's financial statements as of August 2,
1997, except as stated below.
The Company adopted Statement of Financial Accounting Standard
No. 128 ("SFAS 128"), "Earnings Per Share" effective August 3,
1997. The effect of the adoption of SFAS 128 on the quarter and
six months ended February 1, 1997 was to reduce the weighted
average common shares and common share equivalents from 8,620,692
to 8,071,111 and from 8,561,147 to 8,082,482 for the three and
six month periods ended February 1, 1997, respectively. Diluted
earnings per share were $.14 and $.26 as compared to fully
diluted earnings per share of $.13 and $.25 for the three and six
month periods ended February 1, 1997, respectively.
The consolidated financial statements should be read in
conjunction with the notes to the financial statements as of
August 2, 1997.
NOTE 2 The results of operations for the three and six month periods
ended January 31, 1998 are not necessarily indicative of the
results to be expected for the full year.
NOTE 3 INVESTMENTS
Investments available-for-sale at January 31, 1998 and August 2,
1997 include $748,402 and $722,566, respectively, for the
Company's President's deferred compensation, pursuant to the
terms of his employment contract. The liabilities of $816,707 and
$722,566, respectively, are recorded as deferred compensation
liability. The difference of $68,305 between investments
available-for-sale and the deferred compensation liability were
cash assets at January 31, 1998 and were classified as such in
the financial statements. Gains and losses, either recognized or
unrealized, inure to the benefit or detriment of the President's
deferred compensation, based upon a contractual arrangement
between the President and the Company. At January 31, 1998, the
balance of investments available-for-sale of $106,052 are equity
securities held by the Company for its own account. Realized and
unrealized gains and losses on these securities for the period
ended January 31, 1998 were not material and are recorded in the
financial statements.
NOTE 4 PERCENTAGE OF COMPLETION ACCOUNTING
Six
Months
Ended
January 31, August 2, January 31,
1998 1997 1998
---------- ---------- ----------
Costs incurred on
uncompleted contracts $3,997,181 $3,086,020 $ 911,161
Estimated earnings 2,410,522 1,578,126 832,396
---------- ---------- ----------
6,407,703 4,664,146 1,743,557
Less: Billings to date 4,346,032 2,796,144 1,549,888
---------- ---------- ----------
Costs and estimated
earnings in excess of
billings on uncompleted
contracts $2,061,671 $1,868,002 $ 193,669
========== ========== ==========
-6-
<PAGE>
There were no contracts accounted for under the percentage of
completion method of accounting for the six months ended February
1, 1997. The backlog of unshipped contracts being accounted for
under the percentage of completion method of accounting was
approximately $3,128,000 at January 31, 1998.
NOTE 5 INVENTORY
Inventory is stated at a lower of cost (first-in, first-out) or
market.
Inventories and their effect on cost of sales are determined by
physical count for annual reporting purposes and are estimated by
management for interim reporting purposes.
Inventory consists of the following:
January 31, August 2,
1998 1997
----------- -----------
Finished goods $ 4,113,304 $ 3,859,842
Work-in-process 10,412,403 9,770,789
Raw material and purchased parts 11,776,369 11,050,717
----------- -----------
Total $26,302,076 $24,681,348
=========== ===========
NOTE 6 FIXED ASSETS
Fixed assets consist of the following:
January 31, August 2,
1998 1997
----------- -----------
Land $ 694,046 $ 694,046
Building 2,146,025 2,146,025
Machinery and equipment 11,860,424 10,865,897
Furniture and fixtures 1,351,134 1,280,216
Leasehold improvements 1,381,942 1,228,992
Transportation equipment 30,103 30,103
----------- -----------
17,463,674 16,245,279
Less accumulated depreciation
and amortization 5,744,090 5,086,269
----------- -----------
Net fixed assets $11,719,584 $11,159,010
=========== ===========
NOTE 7 SUBSEQUENT EVENT
On March 6, 1998 the Company's Gendex-Del Imaging Corp.
subsidiary acquired selected assets of X-Ray Technologies, Inc.
consisting principally of inventory, fixed assets and intangibles
for cash. X-Ray Technologies, Inc. is a manufacturer of
cost-effective medical imaging systems for physicians,
chiropractors and veterinarians.
-7-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Management Discussion and Analysis of Financial Condition and Results of
Operations contains forward looking statements. Such statements involve various
risks that may cause actual results to differ materially. These risks include,
but are not limited to, the ability of the Company to grow internally or by
acquisition and to integrate acquired businesses, changing industry or
competitive conditions, and other risks referred to in the Company's
registration statements and periodic reports filed with the Securities and
Exchange Commission.
OVERVIEW
The Company's net sales have increased as a result of both
internal growth and acquisitions. The Company has completed three acquisitions
in the past five years: Dynarad (a designer and manufacturer of medical imaging
systems and critical electronic subsystems) in fiscal 1993; Bertan (a designer
and manufacturer of precision high voltage power supplies and instrumentation
for medical and industrial applications) in fiscal 1994; and Gendex-Del (a
manufacturer of medical imaging systems) in fiscal 1996. The Company's net sales
have increased from approximately $18.9 million in fiscal 1992 to approximately
$54.7 million in fiscal 1997, a compounded annual growth rate of 23.6%.
During the past five years the Company has grown internally and
through acquisitions into a company whose predominant business is serving the
medical imaging and diagnostic markets. The Company's net sales attributable to
medical imaging products have increased from approximately $3.4 million or 17.7%
of total net sales in fiscal 1992 to approximately $25.7 million or 59% of total
net sales and approximately $35.6 million or 65.1% of total net sales in fiscal
years 1996 and 1997, respectively.
Management believes that recent cost containment trends in the
healthcare industry have created opportunities for its cost-effective medical
imaging products in domestic and international markets. Some of these trends are
increased demand for lower cost medical equipment, outsourcing of systems and
critical electronic subsystems by leading Original Equipment Manufacturers
("OEMs"), increased demand for certain diagnostic procedures and lower cost
medical services in the global marketplace.
RESULTS OF OPERATIONS
Net sales for the three months ended January 31, 1998 were
approximately $14.4 million as compared to approximately $12.7 million for the
three months ended February 1, 1997, an increase of 13.5%. Net sales for the six
months ended January 31, 1998 were approximately $27.9 million as compared to
approximately $25.0 million for the six months ended February 1, 1997, an
increase of 11.5%. These increases are due to internal growth from existing
operations.
Cost of sales, as a percentage of net sales for the three
months ended January 31, 1998, was 59% compared to 59.6% for the prior
corresponding period. Cost of sales, as a percentage of net sales for the six
months ended January 31, 1998, was 59.4% compared to 60.3% for the prior
corresponding period. These improvements in margins are due to reduced
manufacturing costs from efficiencies implemented in existing operations.
Research and development expenses increased to approximately
$1.5 million for the three months ended January 31, 1998 from approximately $1.1
million, an increase of 31.3%, for the three months ended February 1, 1997.
Research and development expenses increased to approximately $2.7 million for
the six months ended January 31, 1998 from approximately $2.2 million for the
six months ended February 1, 1997, an increase of 23.2% These increases were
primarily due to new product development. The Company continues to invest in
research and development in order to introduce new state-of-the-art products for
its medical and industrial markets.
-8-
<PAGE>
Selling, general and administrative expenses were approximately
$2,476,000, or 17.2% of net sales, for the three months ended January 31, 1998
as compared to approximately $2,434,000, or 19.2% of net sales, for the same
period in the prior year, an increase of 1.7%. Selling, general and
administrative expenses increased to approximately $4,879,000, or 17.5% of net
sales for the six months ended January 31, 1998 from $4,759,000, or 19% of net
sales over the corresponding period in the prior year, an increase of 2.5%.
Theses increases were due to higher levels of advertising and increased trade
show attendance.
Net interest income was approximately $44,000 for the three
months ended January 31, 1998 as compared to approximately $28,000 for the
corresponding period in the prior year, an increase of 59%. Net interest income
was approximately $99,000 for the six months ended January 31, 1998 as compared
to approximately $47,000 for the six months ended February 1, 1997, an increase
of 108.4%. Interest income resulted from the investment of a portion of the
proceeds from the public offering of the Company's common stock, which are
invested in money market instruments and high grade commercial paper.
Income tax expense was 32% of pre-tax income for the three
months and six months ended January 31, 1998. The decrease from statutory rates
is primarily due to sales being made through the Company's Foreign Sales
Corporation, research and development and other tax credits.
Net income increased to approximately $1.4 million for the
three months ended January 31, 1998, an increase of approximately 21.7% from
approximately $1.1 million for the prior corresponding period. Net income per
common share for the three months ended January 31, 1998 increased to $.18 from
$.15 for the three months ended February 1, 1997, an increase of 20%. Net income
per common share and common share equivalent rose to $.17 from $.14 for the
three months ended January 31, 1998 and February 1, 1997, respectively, an
increase of 21.4%. The number of common shares outstanding at January 31, 1998
were 7,472,140 as compared to 7,399,932 at February 1, 1997. The number of
common shares and common share equivalents at January 31, 1998 increased to
8,172,285 from 8,071,111 at February 1, 1997. Net income increased to
approximately $2.6 million for the six months ended January 31, 1998, an
increase of approximately 24.2% from approximately $2.1 million for the prior
corresponding period. Net income per common share for the six months ended
January 31, 1998 increased to $.35 from $.28 for the six months ended February
1, 1997, an increase of 13.6%. Net income per common share and common share
equivalent rose to $.32 from $.26 for the six months ended January 31, 1998 and
February 1, 1997, respectively, an increase of 23.1%. The number of common
shares outstanding at January 31, 1998 were 7,455,775 as compared to 7,407,594
at February 1, 1997. The number of common shares and common share equivalents at
January 31, 1998 increased to 8,172,142 from 8,082,482 at February 1, 1997. The
increase in net income for the three and six month periods ended January 31,
1998 is due to internal growth and improved gross margins.
The backlog of unshipped orders at January 31, 1998 was
approximately $31.5 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations and acquisitions through
a combination of cash flow from operations, bank borrowing and the issuance of
the Company's common stock.
Working Capital. At January 31, 1998 and August 2, 1997, the
Company's working capital was approximately $39.7 million and $37.0 million,
respectively. At such dates the Company had approximately $5.4 million and $6.1
million, respectively, in cash and cash equivalents. The Company anticipates
that cash generated from operations and amounts available under its bank lending
facilities will be sufficient to satisfy its current operating cash needs.
-9-
<PAGE>
Trade receivables at January 31, 1998 increased approximately
$1.2 million as compared to August 2, 1997 primarily due to increased sales
levels.
Cost and estimated earnings in excess of billings on
uncompleted contracts increased to approximately $2.1 million at January 31,
1998 from approximately $1.9 million at August 2, 1997 due to additional work
performed in the six month period on long term contracts accounted for under the
percentage of completion method of accounting.
Inventory at January 31, 1998 increased approximately $1.6
million as compared to August 2, 1997, primarily because of additional
production requirements of new OEM contracts which commenced in the third
quarter of fiscal 1997 and to support higher levels of medical imaging systems
sales.
Prepaid expenses and other current assets increased
approximately $632,000 at January 31, 1998 from August 2, 1997 primarily because
of higher levels of prepaid insurance, trade show deposits, printing and
catalogue costs.
Trade accounts payable increased approximately $560,000 at
January 31, 1998 from August 2, 1997 primarily because of the increased
inventory requirements of new OEM contracts and to support higher levels of
shipments of medical imaging products.
Credit Facility and Borrowing. At January 31, 1998, the Company
had a $14 million revolving credit line and a $10 million acquisition credit
line. The available portion of the revolving credit line was approximately $13.7
million, after deducting outstanding letters of credit of approximately
$180,000.
Capital Expenditures. The Company continues to invest in
capital equipment, principally for its manufacturing operations and inventory
management systems, in order to improve its manufacturing capability and to
increase capacity and inventory turns. The Company has expended approximately
$1.2 million for capital equipment for the six month period ended January 31,
1998.
Shareholders' Equity. Shareholders' equity increased to
approximately $55.4 million at January 31, 1998 from approximately $52.5 million
at August 2, 1997, primarily due to the results of operations. Additionally,
during the period approximately 177,674 stock options and warrants were
exercised, with proceeds of approximately $841,000 and 93,900 shares of common
stock were repurchased at a cost of approximately $918,000. Under its current
stock "Buy-back" program since April, 1997 the Company has repurchased 126,900
shares of its common stock for $1,201,922 at prices ranging from $7.88 to
$11.13. The average repurchase price was $9.47.
Year 2000 Compliance
The Company relies on computer technology throughout its
business to effectively carry out its day-to-day operations. As the millennium
approaches, the Company is assessing all of its computer systems to ensure that
they are "Year 2000" compliant. In this process the Company may replace or
upgrade certain systems which are not Year 2000 compliant in order to meet its
internal need and those of its customers. The Company expects its Year 2000
project to be completed on a timely basis. However, there can be no assurance
that the systems of other companies on which the Company may rely will also be
timely converted or that such failure to convert by other companies would not
have an adverse effect on the Company's systems. The cost to the Company of such
changes are difficult to estimate but are not expected to have a material
financial impact.
Effects of New Accounting Pronouncements
Earnings Per Share. The Company adopted Statement of Financial
Accounting Standard No. 128 ("SFAS 128"), "Earnings Per Share" effective August
3, 1997. The effect of the adoption of SFAS 128 on the quarter and six
-10-
<PAGE>
months ended February 1, 1997 was to reduce the weighted average common shares
and common share equivalents from 8,620,692 to 8,071,111 and from 8,561,147 to
8,082,482 for the three and six month periods ended February 1, 1997,
respectively. Diluted earnings per share were $.14 and $.26 as compared to fully
diluted earnings per share of $.13 and $.25 for the three and six month periods
ended February 1, 1997, respectively.
Disclosures About Segments of an Enterprise and Related
Information. In June 1997, the FASB issued SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information." SFAS No. 131 requires the
reporting of profit and loss, specific revenue and expense items, and assets for
reportable segments. It also requires the reconciliation of total segment
revenues, total segment profit and loss, total segment assets and other amounts
disclosed for segments to the corresponding amounts in the general purpose
financial statements. This statement is effective for financial statements
issued for periods ending after December 15, 1997. The Company has not yet
determined what additional disclosures may be required in connection with
adopting SFAS No. 131.
-11-
<PAGE>
PART II
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults on Senior Securities
None
Item 4. Submission to a Vote of Security Holders
At the annual meeting of stockholders of the Company
held on February 10, 1998, the stockholders:
Elected the following directors: Natan V. Bertman, David
Michael, Seymour Rubin, James Tiernan and Leonard A.
Trugman.
Election of Directors For Withheld
--------------------- --------- --------
Leonard A. Trugman 6,330,252 127,680
Natan V. Bertman 6,327,736 130,196
David Michael 6,329,744 128,188
Seymour Rubin 6,325,912 132,020
James Tiernan 6,323,100 134,832
(b) Approved the amendment to the Company's Amended and
Restated Stock Option Plan to increase the number of
shares reserved for issuance thereunder by 500,000.
For Against Abstain
--------- ------- -------
2,999,682 981,877 57,054
(c) Approved the appointment of Deloitte & Touche, LLP as
the Company's independent auditors for the fiscal year
ending August 1, 1998.
For Against Abstain
--------- ------- -------
6,398,494 39,562 19,876
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Exhibit 11 - Computation of Earnings per
Common Share
Exhibit 27 - Financial Data Schedule
(b) Report on Form 8-K: None
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DEL GLOBAL TECHNOLOGIES CORP.
/S/LEONARD A. TRUGMAN
---------------------
Leonard A. Trugman
Chairman of the Board,
Chief Executive Officer
and President
/S/MICHAEL H. TABER
---------------------
Michael H. Taber
Vice President - Finance,
Secretary and Chief
Accounting Officer
Dated: March 13, 1998
-13-
EXHIBIT 11
DEL GLOBAL TECHNOLOGIES CORP. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
THREE MONTH AND SIX MONTHS ENDED JANUARY 31, 1998
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, 1998 January 31, 1998
---------------------------------- ---------------------------------
Per Share Per Share
Net Income Shares Amount Net Income Shares Amount
---------- ------ --------- ---------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Basic Earnings Per Share:
Income available to common
shareholders $1,362,480 7,472,140 $ .18 $2,619,467 7,455,775 $ .35
======== =========
Effect of Dilutive Securities:
Warrants 17,938 19,718
Options 682,207 696,649
---------- --------- ---------- ---------
Diluted Earnings Per Share $1,362,480 8,172,285 $ .17 $2,619,467 8,172,142 $ .32
========== ========= ========= ========== ========= =========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000027748
<NAME> DEL GLOBAL TECHNOLOGIES CORP.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-01-1998
<PERIOD-START> AUG-03-1997
<PERIOD-END> JAN-31-1998
<CASH> 5,377,578
<SECURITIES> 854,454
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0
0
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</TABLE>
