<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
FOR THE FISCAL QUARTER ENDED MARCH 31, 2000
OF
GOSS HOLDINGS, INC.
a Delaware Corporation
IRS Employer Identification No. 36-4326281
SEC File Number 333-08421
700 OAKMONT LANE
WESTMONT, ILLINOIS 60559-5546
(630) 850-5600
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.
The registrant has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court.
The registrant had 10,000,000 shares of Common Stock outstanding at May 11,
2000.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
GOSS HOLDINGS, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I - FINANCIAL INFORMATION:
Item 1 - Financial Statements
Consolidated Balance Sheets - March 31, 2000 and
December 31, 1999 2
Consolidated Statements of Operations - Three months ended
March 31, 2000 and 1999 3
Consolidated Statements of Cash Flows - Three months ended
March 31, 2000 and 1999 4
Notes to Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II - OTHER INFORMATION:
Item 6 - Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
1
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOSS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23.3 $ 29.9
Accounts receivable, net 135.9 133.9
Inventories, net 174.3 151.7
Other current assets 11.6 8.3
----------- ------------
Total current assets 345.1 323.8
Property and equipment, net 135.2 140.7
Goodwill, net 258.6 261.7
Assets held for sale 23.9 24.6
Other assets 28.5 33.4
----------- ------------
Total assets $ 791.3 $ 784.2
----------- ------------
----------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $134.1 $164.2
Short term debt 44.6 23.4
Current portion of long-term debt 4.9 5.3
Advance payments from customers 164.4 134.2
Other current liabilities 185.5 199.8
----------- ------------
Total current liabilities 533.5 526.9
Long-term debt, less current portion 303.2 302.0
Other liabilities 35.5 36.2
----------- ------------
Total liabilities 872.2 865.1
Minority interest 8.2 8.5
Common stock - $.01 par value, 15,000,000 shares
authorized; 10,000,000 shares outstanding 0.1 0.1
Additional paid in capital 77.0 76.8
Retained earnings (162.0) (164.1)
Cumulative translation adjustment (4.2) (2.2)
----------- ------------
Total shareholders' equity (89.1) (89.4)
----------- ------------
Total liabilities and shareholders' equity $ 791.3 $ 784.2
----------- ------------
----------- ------------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
2
<PAGE>
GOSS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE QUARTER
ENDED MARCH 31,
-------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net sales $ 109.3 $ 149.3
Cost of sales 93.9 132.2
----------- -----------
Gross profit 15.4 17.1
Operating expenses 19.4 21.0
Legal settlement (20.0) (1.0)
Goodwill amortization 1.9 2.0
----------- -----------
Operating profit (loss) 14.1 (4.9)
Other income 0.2 0.0
Interest expense (10.3) (12.0)
----------- -----------
Income (loss) before income taxes 4.0 (16.9)
Provision (benefit) for income taxes 1.9 (0.5)
----------- -----------
Net income (loss) $ 2.1 $ (16.4)
----------- -----------
----------- -----------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
3
<PAGE>
GOSS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE QUARTER
ENDED MARCH 31,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 2.1 $ (16.4)
Depreciation 5.4 5.4
Amortization of goodwill 1.9 2.0
Non-cash interest on subordinated notes 3.9 0.0
Changes in assets and liabilities:
Accounts receivable (2.0) 4.0
Inventory (22.5) 3.7
Accounts payable (30.1) (16.0)
Customer advances 30.2 (19.9)
Other current liabilities (14.3) (8.6)
Other assets 2.0 (3.1)
Other liabilities (1.1) (3.6)
----------- -----------
Net cash used for operating activities (24.5) (52.5)
----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (1.2) (2.3)
----------- -----------
Net cash used for investing activities (1.2) (2.3)
----------- -----------
FINANCING ACTIVITIES:
Net borrowings under revolving credit facilities 21.2 (2.7)
Capital contribution 0.0 17.7
Repayment of mortgage notes and other obligations (2.1) (0.7)
----------- -----------
Net cash provided by financing activities 19.1 14.3
----------- -----------
Net decrease in cash (6.6) (40.5)
Cash at the beginning of the period 29.9 57.2
----------- -----------
Cash at the end of the period $ 23.3 $ 16.7
----------- -----------
----------- -----------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
4
<PAGE>
GOSS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In the opinion of Goss Holdings, Inc. ("Goss" or the "Company"), the
unaudited financial statements contain all adjustments, solely of a recurring
nature, necessary to present fairly the financial position, results of
operations, and cash flows for the periods presented. These statements should
be read in conjunction with Goss's Form 10-K for the year ended December 31,
1999. The results of operations for the three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000.
Certain reclassifications have been made to the 1999 financial statements to
conform to the classifications used in 2000.
2. INVENTORIES
Net inventories are summarized as follows (in millions):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
<S> <C> <C>
Materials $ 70.0 $ 64.7
Work in process 72.8 57.9
Finished goods 7.1 4.7
Parts 24.4 24.4
----------- ------------
Total inventories, net $ 174.3 $ 151.7
----------- ------------
----------- ------------
</TABLE>
3. WORKFORCE REDUCTION CHARGE
During the quarter ended December 31, 1998, Goss initiated a five percent
reduction in its worldwide workforce. This reduction, which affected both
salaried and hourly jobs, resulted in a charge for severance costs of $7.1
million. As of March 31, 2000, all terminations were complete and
approximately $5.8 million in severance costs had been paid.
In the fiscal quarter ended December 31, 1999, the Company recorded a charge
of $14.7 million related to a reduction of approximately 315 employees of its
U.S. and European workforce. As of March 31, 2000, approximately $4.4 million
in severance costs had been paid.
5
<PAGE>
GOSS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. DEBT
The debt obligations of Goss are as follows (in millions):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
<S> <C> <C>
Revolving credit facilities $ 44.6 $ 23.4
Term loan 149.7 150.0
Mortgage loans 49.0 51.2
Senior subordinated notes 106.9 103.0
Other debt obligations 2.5 3.1
----------- ------------
Total debt 352.7 330.7
Less current portion 49.5 28.7
----------- ------------
Long-term debt $ 303.2 $ 302.0
----------- ------------
----------- ------------
</TABLE>
On November 19, 1999, Goss Graphic Systems, Inc., a wholly-owned subsidiary
of Goss Holdings, Inc., and its lenders entered into the Second Amended and
Restated Multicurrency Credit Agreement (the "Bank Facility"). The Bank
Facility provides for total borrowings of $250 million, including a term loan
in the amount of $150 million, revolving borrowings of up to $100 million,
and up to $75 million in letters of credit. The Bank Facility matures on
September 30, 2003 and provides for scheduled repayments of the term loan and
scheduled reductions in the revolving credit commitments starting in 2002. As
of March 31, 2000 borrowings and letters of credit under the Bank Facility,
excluding $2.2 million of revolving credit relating to Goss's joint venture
in China, totaled $213.8 million.
The Bank Facility contains certain financial covenants which must be
satisfied at the end of each quarter, are cumulative from the period
starting on January 1, 2000, and at December 31, 2000 become rolling twelve
month covenants. At March 31, 2000, Goss was in compliance with these
covenants.
5. CONTINGENCIES
LEGAL CONTINGENCIES
In the normal course of its business, the Company is subject to various
claims and lawsuits. Typically, these matters consist of product liability
claims brought by the individuals who operate the equipment that the Company
sold, disputes with customers over the performance and completion of
installation of equipment, and workers' compensation claims by the Company's
own employees.
6
<PAGE>
GOSS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On March 7, 2000, Goss filed a federal lawsuit under the Antidumping Act of
1916 against MAN Roland Druckmaschinen AG, Koenig & Bauer AG, Mitsubishi
Heavy Industries, Ltd., Tokyo Kikai Seisakusho, Ltd. and their United States
subsidiaries. The lawsuit claims unspecified damages as a result of the
importation of large newspaper presses into the United States by the
defendants and the sale of these presses at prices substantially below those
prevailing in foreign markets. While Goss believes it is entitled to receive
significant damages in this action, there can be no assurance that it will be
successful.
It is not presently possible to determine the outcome of the claims and
lawsuits against the Company. However, the Company maintains as an accrued
liability a reserve that is its present estimate of the total cost to resolve
all of these matters. Management does not believe that the ultimate
disposition of any of these matters will have a material adverse effect on
the Company's financial position or liquidity, although it is possible that
the resolution of these matters could be material to the results of
operations in a given period.
ENVIRONMENTAL CONTINGENCIES
The Company has received either notices of potential liability or third-party
claims under the Federal Comprehensive Environmental Response, Compensation,
and Liability Act at four off-site disposal facilities or so-called
"Superfund Sites". The Company's share of the responsibility for these
Superfund Sites generally is minor, and, although current law imposes joint
and several liability on any party deemed to be responsible at a Superfund
Site, management believes that the ultimate resolution of these matters will
not be material to the Company.
The Company's Reading, Pennsylvania, facility has been operating a
groundwater remediation system under a 1981 Consent Order with the
Commonwealth of Pennsylvania as a result of its and its predecessor's
historical waste disposal practices. The Company has completed remediation at
the site pursuant to a remediation proposal approved by the Commonwealth and
has submitted a monitoring proposal to the Commonwealth for approval.
Rockwell has agreed to indemnify the Company for expenses attendant to
existing environmental matters to the extent of one-half of those expenses in
excess of $1.0 million. The Company maintains as an accrued liability a
reserve that is its present estimate of the total cost to resolve all of
these matters. Management does not believe that the ultimate disposition of
any of these matters will have a material adverse effect on the Company's
financial position or liquidity, although it is possible that the resolution
of these matters could be material to the results of operations in a given
period.
7
<PAGE>
GOSS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
6. SEGMENT REPORTING
Information on Goss's reportable operating segments is detailed below.
Beginning January 1, 2000, Goss restructured its operations to include three
geographic profit center organizations and separate global manufacturing and
engineering cost center organizations. The column labeled "Other" includes
the manufacturing and engineering organizations, corporate expenses and
eliminations of intersegment activity. 1999 segment information has been
restated to conform to the new organizational structure.
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, 2000
AMERICA EUROPE ASIA OTHER TOTAL
--------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Sales to external customers $ 57.9 $ 33.0 $ 18.4 $ 0.0 $ 109.3
Intersegment sales 3.5 2.0 0.8 (6.3) 0.0
Gross profit/(loss) 9.0 7.2 6.8 (7.6) 15.4
Operating profit 3.5 3.5 3.6 3.5 14.1
Other income 0.2 0.2
Interest expense (10.3) (10.3)
Income before income taxes 4.0
Total assets $ 211.7 $ 235.4 $ 139.3 $ 204.9 $ 791.3
<CAPTION>
QUARTER ENDED MARCH 31, 1999
AMERICA EUROPE ASIA OTHER TOTAL
--------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Sales to external customers $ 99.6 $ 31.5 $ 18.2 $ 0.0 $ 149.3
Intersegment sales 4.3 10.6 0.0 (14.9) 0.0
Gross profit/(loss) 13.5 3.7 2.2 (2.3) 17.1
Operating profit/(loss) 5.5 (0.1) (0.7) (9.6) (4.9)
Other (expense)/income 0.0 0.0
Interest expense (12.0) (12.0)
Loss before income taxes (16.9)
Total assets $ 281.5 $ 272.4 $ 142.9 $ 263.4 $ 960.2
</TABLE>
8
<PAGE>
GOSS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. COMPREHENSIVE INCOME
As of October 1, 1998 Goss adopted SFAS No. 130 "Reporting Comprehensive
Income" which requires companies to report all changes in equity during a
period, except those resulting from investment by owners and distribution to
owners, in a financial statement for the period in which they are recognized.
Goss has chosen to disclose comprehensive income, which encompasses net
income and foreign currency translation adjustments, in the notes to the
consolidated financial statements.
Total comprehensive income is as follows (in millions):
<TABLE>
<CAPTION>
For the Quarter
Ended March 31,
------------------------
2000 1999
-------- --------
<S> <C> <C>
Net income (loss) $ 2.1 $ (16.4)
Other comprehensive income:
Foreign currency translation adjustment (2.0) (3.9)
-------- --------
Total comprehensive income (loss) $ 0.1 $ (20.3)
-------- --------
-------- --------
</TABLE>
8. NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by
SFAS No. 137, is effective for fiscal years beginning after June 15, 2000.
SFAS 133 will require that all derivatives be recorded on the balance sheet
at their fair value and that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria
are met. Goss has not yet determined the impact that the adoption of SFAS 133
will have on its earnings or statement of financial position. However, Goss
anticipates that, due to its limited use of derivative instruments and the
nature of its derivative transactions, the adoption of SFAS 133 will not have
a significant effect on its results of operations or its financial position.
9. SUBSEQUENT EVENT
Commencing on May 5, 2000, Goss began making payments of approximately $20.1
million to its pre-petition trade creditors, representing the second of the
three payments required by the Plan of Reorganization as approved by the
Bankruptcy Court for the District of Delaware. Approximately 80% of the
payments were made on May 5, 2000, and it is planned that substantially all
of the $20.1 million in payments will be paid prior to the scheduled date of
May 22, 2000.
9
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Readers are urged to consider carefully the financial statements and related
notes contained elsewhere in this report and in Goss's Form 10-K for its
fiscal year ended December 31, 1999 as they read the discussion below.
RESULTS OF OPERATIONS
NET SALES
Goss's net sales for the fiscal quarter ended March 31, 2000 decreased by
26.8% or $40.0 million to $109.3 million compared to the quarter ended March
31, 1999. Sales in the Americas decreased by $41.7 million to $57.9 million
due to a lower order backlog at December 31, 1999, which resulted in reduced
shipments to small newspaper, insert and commercial customers. Sales in
Europe increased by $1.5 million to $33.0 million. This increase was
attributable to an increase in sales to small newspaper customers partly
offset by lower sales to large newspaper customers. Sales in Asia increased
by $0.2 million to $18.4 million as increased sales to large newspaper
customers were partially offset by a reduction in
sales to small newspaper customers.
GROSS PROFIT
Gross profit for the quarter ended March 31, 2000 decreased by $1.8 million
to $15.4 million and the gross profit margin increased from 11.5% to 14.1%
compared to the quarter ended March 31, 1999. The change in gross profit and
gross profit margin is explained below.
- Gross profit in the Americas decreased by $4.5 million to $9.0 million
and the gross profit margin increased from 13.6% to 15.5%. The decrease
in gross profit is due to the decreased sales volume mentioned above.
The increase in gross profit margin is due to higher margins on sales
to large and small newspaper customers.
- Gross profit in Europe increased by $3.5 million to $7.2 million and
the gross profit margin increased from 11.7% to 21.8%. The increase in
gross profit and gross profit margin is due to the increased sales
volume and higher margins on sales to large and small newspaper
customers.
- Gross profit in Asia increased by $4.6 million to $6.8 million and the
gross profit margin increased from 12.1% to 37.0%. The increase in
gross profit and gross profit margin is the result of higher margins on
sales to large and small newspaper customers.
10
<PAGE>
- The gross loss from global cost centers increased by $5.4 million to
$7.6 million. This increase is due to unrecovered fixed costs resulting
from unused manufacturing capacity as a result of the lower order
backlog at December 31, 1999.
OPERATING EXPENSES
Operating expenses, which consist of engineering, selling, general and
administrative expenses, decreased 7.6% to $19.4 million compared to the
quarter ended March 31, 1999. This decrease is the result of the 1999
workforce reduction and reduced spending for engineering and administrative
expenses.
LEGAL SETTLEMENT
The company recorded income of $20.0 million and $1.0 million, as a result of
payments received pursuant to a legal settlement, for the quarters ended
March 31, 2000 and 1999, respectively.
INTEREST EXPENSE
Interest expense for the quarter ended March 31, 2000 decreased by $1.7
million compared to the quarter ended March 31, 1999 due to the reduction in
subordinated debt outstanding as a result of the Company's financial
restructuring which occurred in the fourth quarter of 1999.
INCOME TAXES
The provision for income taxes increased to $1.9 million for the quarter
ended March 31, 2000 from a $0.5 million benefit for the quarter ended
March 31, 1999 due to changes in the geographic mix of income.
FINANCIAL CONDITION AND LIQUIDITY
For the quarter ended March 31, 2000, operating activities used $24.5 million
of cash compared to the quarter ended March 31, 1999 when operating
activities used $52.5 million of cash. The decrease in cash used from
operations in 2000 is due to the increase in net income for the period and
higher customer advances, partly offset by higher payments to trade
creditors. Commencing on January 26, 2000, Goss made payments of
approximately $19.8 million to its pre-petition trade creditors, representing
the first of the three payments required by the Plan of Reorganization as
approved by the Bankruptcy Court for the District of Delaware. Substantially
all of the $19.8 million in payments was paid prior to the scheduled date of
February 18, 2000. Cash used in investing activities decreased to $1.2
million in 2000 from $2.3 million in 1999 due to lower spending on capital
projects. Financing activities provided a net $19.1 million in cash in 2000.
11
<PAGE>
Other than cash flow from operations, Goss's primary source of liquidity is
its bank credit facility (the "Bank Facility"), which permits borrowings up
to $250 million, including a term loan in the amount of $150 million,
revolving borrowings of up to $100 million, and up to $75 million in letters
of credit. The Bank Facility matures on September 30, 2003 and provides for
scheduled repayments of the term loan and scheduled reductions in the
revolving credit commitments starting in 2002. As of March 31, 2000,
borrowings and letters of credit under this facility, excluding $2.2 million
of revolving credit relating to Goss's joint venture in China, totaled $213.8
million, an increase of $27.1 million from the end of the prior fiscal
quarter.
The Bank Facility contains certain financial covenants, including, but not
limited to, a minimum fixed charge coverage test, a minimum Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA) test, and a maximum
capital spending test. These covenants are described more fully in Section
7.6 of the November 19, 1999 Second Amended and Restated Credit Agreement, a
copy of which was filed with the Securities and Exchange Commission as
Exhibit 4.2 to Goss's Form 10-K for the year ended December 31, 1999 and is
incorporated herein by reference.
In addition to the revolving credit facility, Goss also is party to an
indenture under which it issued $112.5 million in subordinated notes and has
mortgage loans on certain of its facilities. A copy of the indenture
agreement is included as Exhibit 4.1 to Goss's Form 10-K for the year ended
December 31, 1999 and is incorporated herein by reference. The mortgage loans
are included as Exhibits 4.4 and 4.5 to Goss's Form 8-K as filed with the
Securities and Exchange Commission on February 12, 1998, and is incorporated
herein by reference. The indenture contains covenants similar to those in the
revolving credit facility and includes cross-default provisions under which
an event of default under the revolving credit facility would also be
considered an event of default under the indenture.
Goss, because of the acquisition, is a highly leveraged business. As a
consequence, it is dependent upon its bank credit facility to provide
essential liquidity, and borrowings under that facility are dependent upon
Goss's fulfillment of the financial covenants that it contains. Violations of
the financial covenants contained in the bank credit facility can be waived,
and certain covenants have been waived or not enforced as a result of Goss's
financial performance as its credit needs expanded. Should Goss at some
future time not be able to satisfy those financial covenants it would
significantly, and negatively, affect Goss's business by, among other things,
restricting growth in sales or necessitating Goss's obtaining a replacement
credit facility. Goss's ability to obtain a replacement facility would be
dependent on the financial markets and its financial condition at that time.
12
<PAGE>
YEAR 2000
As described in Goss's Form 10-K for the year ended December 31, 1999, Goss
had developed a plan to assure that its computer-based systems were made year
2000 compliant in advance of January 1, 2000. As of January 1, 2000 and since
that date, Goss has not experienced any material disruptions to its business
operations nor does it know of any material disruptions due to year 2000
issues occurring at critical suppliers or customers. Goss does not believe at
this point that there will be any future disruption attributable to year 2000
issues anywhere in its business.
FORWARD LOOKING STATEMENTS
Certain of the statements contained in this Report are forward-looking. While
Goss believes that these statements are accurate, Goss's business is
dependent upon general economic conditions, various conditions specific to
its industry, and future trends and these factors could cause actual results
to differ materially from the forward-looking statements that have been made.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27.1 Financial Data Schedule
13
<PAGE>
SIGNATURE
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.
GOSS HOLDINGS, INC.
Date: May 11, 2000 By: /s/ Joseph P. Gaynor, III
-----------------------------------
Joseph P. Gaynor, III, Executive
Vice President and Chief Financial
Officer (Principal Financial Officer
and Principal Accounting Officer)
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOSS
HOLDINGS, INC. AND CONTAINS UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 23
<SECURITIES> 0
<RECEIVABLES> 177
<ALLOWANCES> 41
<INVENTORY> 174
<CURRENT-ASSETS> 345
<PP&E> 205
<DEPRECIATION> 70
<TOTAL-ASSETS> 791
<CURRENT-LIABILITIES> 534
<BONDS> 308
0
0
<COMMON> 0
<OTHER-SE> 77
<TOTAL-LIABILITY-AND-EQUITY> 791
<SALES> 109
<TOTAL-REVENUES> 109
<CGS> 94
<TOTAL-COSTS> 95
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10
<INCOME-PRETAX> 4
<INCOME-TAX> 2
<INCOME-CONTINUING> 2
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
