DSG INTERNATIONAL LTD
6-K, 1998-12-23
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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<PAGE>
 


                                   FORM 6-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                           Report of Foreign Issuer

                     Pursuant to Rule 13a-16 or 15d-16 of
                      the Securities Exchange Act of 1934

                        For the month of December, 1998

                           DSG International Limited
                           -------------------------
                (Translation of registrant's name into English)

                  17/F Watson Centre, 16-22 Kung Yip Street,
                  ------------------------------------------ 
                             Kwai Chung, Hong Kong
                             ---------------------
                            Tel. No. 852-2427-6951
                            ----------------------
                   (Address of principal executive offices)

           [Indicate by check mark whether the registrant files or 
         will file annual reports under cover Form 20-F or Form 40-F.]

                       Form 20-F    x         Form 40-F
                                 ------                 ------

           [Indicate by check mark whether the registrant by furnishing the
       information contained in this Form is also thereby furnishing the
       information to the Commission pursuant to Rule 12g3-2(b) under the
       Securities Exchange Act of 1934.]

                         Yes                    No    x
                             ------                 ------

             [If "yes" is marked, indicate below the file number 
        assigned to the registrant in connection with Rule 12g3-2(b): 
        82-__________.]
       
        
             


<PAGE>
 
 
                                  SIGNATURES

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


                                  
                                        DSG International Limited
                                     -----------------------------------
                                               (Registrant)

Date: December 23, 1998                    By /s/ Peter Chang
      ----------------------                  ----------------------
                                                  Peter Chang
                                                 Vice President

<PAGE>
 
                      DISPOSABLE 
                            SOFT      [LOGO APPEARS HERE] 
                           GOODS 



                           THIRD QUARTER REPORT 1998


                           [GRAPHIC ART APPEARS HERE]

<PAGE>
 
REVIEW OF OPERATIONS
THIRD QUARTER 1998
AND NINE MONTHS ENDED
SEPTEMBER 30, 1998


To our Shareholders:

We are pleased to announce our third quarter ended September 30, 1998 results.

THIRD QUARTER ENDED SEPTEMBER 30, 1998 COMPARED TO THIRD QUARTER ENDED SEPTEMBER
30, 1997

The Company's net sales for the three-month ended September 30, 1998 were $48.9 
million compared with net sales of $58.3 million for the same period in 1997. 
Net loss for the third quarter of 1998 was $0.3 million compared with net loss 
of $2.0 million for the same period in 1997.

Although the Company's sales in Asia Pacific region had a moderate recovery in
the third quarter of 1998 over the previous quarter, the Company's sales
declined compared with the same period in 1997, primarily due to the decrease in
volume in both North America and Europe.

Gross profit as a percentage of net sales reduced by 4.0% to 27.7% for the third
quarter of 1998 from 31.7% of the same period in 1997. The reduction in gross 
profit was due to lowered unit selling prices and productivity in the Company's 
operations in North America and higher cost of imported raw materials in the 
Asia Pacific operations. On the other hand, the Company continued to reduce its 
selling, general and administrative expenses, and as a percentage to net sales, 
the expenses for the third quarter of 1998 dropped to 27.6% from 31.2% for the 
corresponding period in 1997.

Interest expense for the third quarter of 1998 was $0.6 million, compared with 
$0.8 million for the same period in 1997. The Company recognized exchange loss 
of $0.1 million in this quarter, which was less than the $1.7 million loss for 
the same period in 1997.

NINE MONTHS CONCLUDING SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS CONCLUDING 
SEPTEMBER 30, 1997

The Company's net sales for the nine-month period in 1998 were $151.2 million 
compared to $179.2 million for the same period in
<PAGE>
 
1997. Gross profit as a percentage of net sales decreased to 27.7% in the 
nine-month period ended September 30, 1998, from 34.0% for the same period in 
1997. Selling, general and administrative expenses were reduced by $11.4 million
to $43.1 million for the nine-month period in 1998 from $54.5 million for the 
corresponding period in 1997.

Interest expense for the nine-month period in 1998 was $1.8 million, reduced 
from $2.2 million for the same period in 1997 due to retirement of debt. 
Exchange loss recognized was significantly reduced to $2,000 in 1998 compared 
with $2.5 million in 1997. Overall, the Company's net loss for the nine-month 
ended September 30, 1998 was $2.2 million, compared with net income of $0.8 
million for the same period in 1997.

Brandon Wang, the Chairman of the Company, stated "I see the gradual recovery of
the Asian currencies against the US dollar, and I am very pleased to see that 
our key Asian operations are benefited. We are pressing ahead with our projects 
in South East Asian countries, and coupled with this "go local" strategy, I 
expect that our Asian operations would return to profitability very soon. In 
North America, where competition is so keen that only the highly efficiency 
operation will survive, we are committed to new generation high speed machines 
to improve efficiency and to reduce costs and we shall see the results in three 
to six months' time. In Europe, we plan to consolidate our operations, we 
anticipate certain restructuring costs in the coming quarter."

DSG International Limited and its predecessors have been in the business of 
manufacturing and distributing disposable diapers since 1973. With manufacturing
plants in Georgia and Wisconsin, the Company also maintains manufacturing
operations in Hong Kong, Australia, Great Britain, Switzerland, China and
Thailand. Additionally, the Company distributes its products throughout Asia,
Australia, North America and Europe. The Company produces private label
disposable diapers, adult incontinence products, feminine napkins and training
pants at certain of its operations. Its best selling brands include "Fitti/R/",
"Pet Pet/R/", "Cosies/R/", "Cosifits/R/", "Baby Love/R/", "Togs/R/", "Cares/R/",
"Vlesi/R/", "Dispo 123/TM/", "Certainty/R/" and "Handy/TM/".

December 8, 1998
<PAGE>
 
STATEMENTS OF OPERATIONS AND
BALANCE SHEET DATA

The Statements of Operations for the three-month and nine-month periods ending 
September 30, 1998 and 1997, and the Balance Sheet information as of September 
30, 1998, are derived from unaudited financial statements which, in the opinion
of the management, include all necessary adjustments, consisting only of 
normally recurring adjustments, for a fair presentation of the results of 
operations for these time frames. The results for the periods, however, are not 
necessarily indicative of the results for the full year.

STATEMENTS OF OPERATIONS
(in thousands, except earnings per share)

<TABLE> 
<CAPTION> 
                                  THREE MONTHS ENDED       NINE MONTHS ENDED
                                     SEPTEMBER 30,           SEPTEMBER 30,
                                   1998        1997         1998       1997
<S>                              <C>         <C>          <C>        <C> 
Net sales                        $48,895     $58,257      $151,201   $179,208
                                 =======     =======      ========   ========
Gross profit                      13,550      18,446        41,893     60,862
Selling, general &
  administrative expense          13,478      18,167        43,092     54,497
                                 -------     -------      --------   --------
Operating income (loss)               72         279        (1,199)     6,365
Interest expense                    (590)       (759)       (1,790)    (2,169)
Exchange loss                       (125)       (773)           (2)    (1,639)
Other income                         391          44           873        677
                                 -------     -------      --------   --------
Income before income taxes          (252)     (1,209)       (2,118)     3,234
Provision for income taxes          (418)         74          (772)    (1,399)
Minority interest                    323          15           676        (84)
                                 -------     -------      --------   --------
Net (loss) income                $  (347)    $(1,120)     $ (2,214)  $  1,751
                                 =======     =======      ========   ========
(Losses) earnings per share      $ (0.05)    $ (0.17)     $  (0.33)  $   0.26
                                 =======     =======      ========   ========
Weighted average number of
  shares outstanding               6,675       6,675         6,675      6,675
                                 =======     =======      ========   ========
</TABLE> 
<PAGE>
 
STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

<TABLE> 
<CAPTION> 
                                  THREE MONTHS ENDED       NINE MONTHS ENDED
                                     SEPTEMBER 30,           SEPTEMBER 30,
                                   1998        1997         1998       1997
<S>                              <C>         <C>          <C>        <C> 
Net (loss) income                $  (347)    $(1,120)     $(2,214)  $ 1,751

Other comprehensive income 
 (expense), before tax
  Foreign currency 
    translation adjustments        1,245      (2,149)        (865)   (3,318)
  Provision for income
    taxes                            --          --           --        --   
                                 -------     -------      -------   -------
Other comprehensive income 
  (expense), net of tax            1,245      (2,149)        (865)   (3,318)
                                 -------     -------      -------   ------- 
Comprehensive income (expense)   $   898     $(3,269)     $(3,079)  $(1,567) 
                                 =======     =======      =======   ======= 
</TABLE> 

During the year, the Company adopted the Statement of Financial Accounting 
Standards ("SFAS") No. 130 Reporting Comprehensive Income, issued by the 
Financial Accounting Standards Board. SFAS No. 130 requires the reporting of 
comprehensive income in addition to net income from operations. Comprehensive 
income is a more inclusive financial reporting methodology that includes 
disclosure of certain financial information that historically has not been 
recognized in the calculation of net income. The inclusion represents all 
changes in equity except those resulting from investments by, and distributions 
to owners.

BALANCE SHEET DATA
(In thousands)

<TABLE> 
<CAPTION> 
                                             September 30,    December 31, 
                                                      1998            1997
                                               (unaudited)
<S>                                          <C>             <C>        
Working capital                                   $ 29,806        $ 30,823
Total assets                                       122,035         130,273
Long-term debt (including deferred          
  purchase consideration)                           19,124          21,281 
Shareholders' equity                                61,700          64,778
</TABLE> 

At September 30, 1998 the Company had cash totaling $11.2 million.
<PAGE>
 


                            DSG INTERNATIONAL LTD.

                           17th Floor Watson Centre

                                Kung Yip Street

                                  Kwai Chung

                                   Hong Kong

                             Tel: (852) 2427 6951

                             Fax: (852) 2480 4491


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