U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period ended to
Commission File Number: 33-30123-A
GENERAL PARCEL SERVICE, INC.
----------------------------
(Exact name of small business issuer in its charter)
State of Florida 59-2576629
- ---------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8923 Western Way, Suite 22,
Jacksonville, FL 32256
---------------------------
(Address of principal executive offices)
(904) 363-0089
--------------
(Issuer's telephone number)
Check whether issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities and 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
There were 3,758,671 shares of the Company's common stock
outstanding as of May 1, 1997.
<PAGE>
GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
FORM 10-QSB
INDEX
-----
PART I. FINANCIAL INFORMATION Page Number
-----------
Item 1
------
Consolidated Balance Sheets
as of March 31, 1997 and
December 31, 1996. . . . . . . . . . . . . . . .2
Consolidated Statements of
Earnings for the three months
ended March 31, 1997 and 1996. . . . . . . . . .3
Consolidated Statements of Cash
Flows for the three months
ended March 31, 1997 and 1996. . . . . . . . . .4
Notes to Consolidated Financial Statements. . . .5
Item 2
------
Management's Discussion and
Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . .7
PART II. OTHER INFORMATION. . . . . . . . . . . . .12
Item 3
------
Defaults Upon Senior Securities
Item 6
------
Exhibits and Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1997 1996
-------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 6,674 $ 35,959
Accounts receivable (net of
allowance for doubtful accounts
of $18,373 and $19,039 at March 31,
1997 and December 31, 1996,
respectively) 2,013,095 2,370,834
Other current assets 320,380 400,570
------------- -------------
Total current assets 2,340,149 2,807,363
------------- -------------
Long term assets:
Equipment, at net book value 7,252,465 7,503,234
Goodwill 927,434 945,104
Other assets 212,238 214,657
------------- -------------
Total long term assets 8,392,137 8,662,995
------------- -------------
Total assets $ 10,732,286 $ 11,470,358
============= =============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Short term borrowings $ 3,400,000 $ 1,313,100
Current obligations under
capital leases 1,015,274 982,360
Current maturities of long-term debt 299,669 298,561
Accounts payable 1,998,717 2,669,936
Accrued expenses and other
current liabilities 1,768,472 1,317,165
------------- -------------
Total current liabilities 8,482,132 6,581,122
------------- -------------
Long term liabilities:
Long-term obligations under
capital leases 1,640,609 1,686,878
Long-term debt 539,387 600,358
Convertible debentures 300,000 300,000
Other long-term liabilities 286,317 289,329
------------- -------------
Total long-term liabilities 2,766,313 2,876,565
------------- -------------
Total liabilities 11,248,445 9,457,687
------------- -------------
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $.01 par value,
800,000 shares authorized,
420,000 issued and outstanding at
March 31, 1997 and December 31, 1996,
liquidation preference $10,500,000 4,200 4,200
Common stock, $.01 par value,
10,000,000 shares authorized,
3,758,671 shares issued and
outstanding at March 31, 1997
and December 31, 1996 37,586 37,586
Additional paid-in capital 21,386,455 21,386,455
Deficit (21,944,400) (19,415,570)
------------- -------------
Total stockholders' equity
(deficit) (516,159) 2,012,671
------------- -------------
Total liabilities and
stockholders' equity
(deficit) $ 10,732,286 $ 11,470,358
============= ============
</TABLE>
Read accompanying notes.
2
<PAGE>
<TABLE>
<CAPTION>
GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended March 31,
------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Revenue $ 5,064,992 $ 5,783,671
----------- -----------
Operating expenses:
Operations salaries & benefits 3,115,196 3,079,190
Fuel 404,390 355,500
Equipment rental 142,782 29,091
Insurance 373,287 364,165
Tires & maintenance 164,884 200,014
Depreciation & amortization 433,528 431,949
Facilities expense 430,249 352,815
Terminal expense 100,360 112,969
Purchased transportation 70,999 98,159
Other operating costs 48,161 59,834
Loss on discontinued operations 1,048,086 --
Selling and administrative expense 1,084,271 967,521
----------- -----------
Total operating expenses 7,416,193 6,051,207
----------- -----------
Operating loss (2,315,201) (267,536)
Interest expense (177,629) (206,780)
----------- -----------
Net loss (2,528,830) (474,316)
Preferred stock dividend requirement (192,500) (58,992)
----------- -----------
Loss available to common shares $ (2,421,330) $ (533,308)
=========== ===========
Net loss per common
share (primary and fully diluted) $ (0.72) $ (0.14)
=========== ===========
Weighted average number of common
shares outstanding 3,758,671 3,758,671
=========== ===========
</TABLE>
Read accompanying notes.
3
<PAGE>
[CAPTION]
<TABLE>
GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash
(Unaudited)
Three months ended March 31,
--------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
Cash flows provided by (used in)
operating activities:
Net loss $ (2,528,830) $ (474,316)
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization 537,971 454,678
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 357,739 (221,072)
Decrease (increase) in other current assets 80,190 (45,516)
Decrease in other assets 2,419 --
Increase in accounts payable 293,868 572,151
Increase (decrease) in accrued expenses 451,307 (132,797)
Decrease in other long-term liabilities (3,012) --
------------- -------------
Total adjustments 1,720,482 627,444
------------- -------------
Net cash provided by (used in) operating
activities (808,348) 153,128
------------- -------------
Cash flows from investing activities:
Purchase of equipment (56,636) (172,149)
------------- -------------
Net cash used in investing activities (56,636) (172,149)
------------- -------------
Cash flows from financing activities:
Proceeds from issuance of preferred stock -- 3,000,000
Dividends paid on preferred stock (281,750) (175,000)
Repayment of long-term debt (59,863) (3,156,155)
Principal payments under capital
lease obligations (226,251) (196,660)
Increase in short-term borrowings 2,086,900 1,303,906
Decrease in bank overdraft (683,337) (757,070)
------------- -------------
Net cash provided by financing activities 835,699 19,021
------------- -------------
Decrease in cash (29,285) --
Cash, beginning of period 35,959 6,739
------------- -------------
Cash, end of period $ 6,674 $ 6,739
============= =============
Supplemental cash flow data
Cash paid during the period for interest $ 174,547 $ 165,916
============= =============
Supplemental schedule of noncash
investing and financing activities
Capital lease and notes payable
obligations incurred for new
vehicles and equipment $ 212,896 $ 68,033
============= =============
</TABLE>
Read accompanying notes.
4
<PAGE>
GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
The information presented herein as of March 31, 1997, and for
the three months ended March 31, 1997 and 1996, is unaudited.
The December 31, 1996, balance sheet data was derived from
audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
1. Summary of Significant Accounting Policies
- ----------------------------------------------
Management's Representation
- ---------------------------
In the opinion of management, all adjustments necessary for a
fair presentation of such consolidated financial statements are
reflected in the interim periods presented. Such adjustments
consisted of normal recurring items. Interim results are not
necessarily indicative of results for a full year.
The consolidated financial statements and notes are presented as
permitted by Form 10-QSB and do not contain certain information
included in the annual consolidated financial statements and
notes of General Parcel Service, Inc. (the "Company").
Corporate Name Change
- ---------------------
The Company will change its name to Transit Group, Inc.
effective June 30, 1997. This name change reflects the new
strategic direction of the Company as it concentrates its
operations in the truckload and less-than-load motor carrier
industry.
Net Loss per Common Share
- -------------------------
Net loss applicable to common shares is based on the weighted
average number of shares outstanding during the periods
reported. Any assumption of conversion of common stock
equivalents, such as options and warrants, is anti-dilutive and
has not been considered in determining net loss per share or the
weighted average number of shares outstanding.
2. Common Stock
------------
The Company's Chairman, the Company's President and Chief
Executive Officer, certain affiliates of the Company's Chairman
and another individual subscribed to purchase approximately
3.3 million shares of restricted common stock in May 1997 for
cash, cancellation of debt and assumption of debt in the amount
of approximately $5.8 million. Through May 16, 1997, the Company
has received cash of $1,210,000 and debt has been canceled in
the amount of $650,000. The remaining payment obligations under
the stock subscriptions agreements are expected to be fulfilled
by June 15, 1997.
3. Preferred Stock
---------------
Dividends of $148,750 payable in April 1997 on 320,000 shares
of the Company's preferred stock were not paid and are in
arrears.
5
4. Discontinued Operations
-----------------------
During the second and third quarters of 1996, the Company expanded its
parcel shipping and delivery operations in North Carolina and commenced
service throughout the state of South Carolina. The Company was not able
to achieve profitable operations in either state during 1996 and in
January 1997, decided to cease parcel delivery operations in both North
Carolina and South Carolina as of March 31, 1997. Expenses, net of revenues,
attributable to the discontinued operations in North Carolina and South
Carolina from the date the decision was made to discontinue such operations
through March 31, 1997 of $477,597 and a provision for incremental costs
directly related to the discontinuance of such operations of $570,489
are included in the loss from discontinued operations. The loss from
discontinued operations has appropriately not been reflected as an
APB No. 30 disposal of a segment.
5. Letters of Intent to Acquire Trucking Companies
-----------------------------------------------
In May 1997, the Company executed letters of intent to acquire three
privately-held trucking companies in seperate transactions. The
three companies have combined annual revenues of approximately $84
million and will be purchased by the Company for cash and stock.
Management believes that the aggregate value of the three transactions
will be between $28 to $30 million.
6
<PAGE>
GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion should be read in conjunction with the
Consolidated Financial Statements including the footnotes and is
qualified in its entirety by the foregoing and other more
detailed financial information appearing elsewhere herein.
Historical results of operations and the percentage
relationships among any amounts included in the Consolidated
Statements of Earnings, and any trends which may appear to be
inferable therefrom, should not be taken as being necessarily
indicative of trends in operations or results of operations for
any future periods.
Comments in this Management's Discussion and Analysis of Financial
Condition and Results of Operations regarding the Company's business
which are not historical facts are forward looking statements
that involve risks and uncertainties. Amount these risks are the
Company is in a highly competitive business, has a history of
operating losses, and is pursuing a growth strategy that relies in
part on the completion of acquisitions of companies in the trucking
industry. There can be no assurance that in its highly competitive
business environment, the Company will successfully improve its
operating profitability or consumate such acquisitions.
Liquidity and Capital Resources
- -------------------------------
Except for the year ending December 31, 1993, the Company has
experienced negative annual operating cash flows since its
inception. Expansion of operations and operating losses since
inception have been funded from six major sources: 1) private
placements of restricted shares of common and preferred stock to
its principal shareholders, 2) proceeds from its initial public
offering of common stock in November, 1989, 3) installment loans
and leases from third party lenders collateralized by equipment
acquired to support business growth, 4) a bank line of credit
collateralized by accounts receivable and stock owned by a major
shareholder and his affiliates, 5) short term borrowings from
banks and shareholders, 6) debt issued and liabilities assumed
in connection with the acquisition of the assets of Transit
Express of Charlotte, Inc.
As of March 31, 1997, the Company had raised net equity capital
of $8,145,052 from private placements of restricted common
shares, $10,417,489 from private placements of preferred stock,
$2,715,700 from its initial public offering of November 2, 1989
and $150,000 from the sale of unrestricted common shares. When
combined with cumulative operating losses since inception of
$20,990,596 and $953,804 of dividends paid on preferred stock,
the Company's net stockholders' deficit as of March 31, 1997 was
$516,159. The Company's Chairman, the Company's President and
Chief Executive Officer, certain affiliates of the Company's
Chairman and another individual subscribed to purchase
approximately 3.3 million shares of restricted common stock in May
1997 for cash, cancellation of debt and assumption of debt in
the amount of approximately $5.8 million. Through May 16, 1997,
the Company has received cash of $1,210,000 and debt has been
canceled in the amount of $650,000. The remaining payment
obligations under the stock subscription agreements are expected
to be fulfilled by June 15, 1997.
In May 1997, the Company executed letters of intent to acquire
three privately-held trucking companies in separate transactions.
The three companies have combined annual revenues of approximately
7
$84 million and will be purchased by the Company for cash and
stock. Management believes that the aggregate value of the three
transactions will be between $28 to $30 million.
As of March 31, 1997 the Company was contractually obligated to
repay $6,744,939 of indebtedness to equipment lessors, banks and
other secured lenders, $300,000 to holders of its convertible
debentures and $150,000 to an affiliate of the Company's
Chairman. In addition, the Company owed $1,998,717 to suppliers
of goods and services necessary for the conduct of ongoing
business including amounts represented by issued and outstanding
checks, and had accrued salaries and other expenses of
$1,768,472 which were unpaid at March 31, 1997.
Cash used in operations during the three months ended March 31,
1997 was $808,348 as compared to cash provided by operations for
the first three months of 1996 of $153,128. The net cash used
in operations resulted primarily from the net loss for the three
months ended March 31, 1997. This loss was partially offset by
the non-cash expenses of depreciation and amortization, an
increase in accounts payable, a decrease in accounts receivable,
and a decrease in accrued expenses. The Company's cash balance
decreased by $29,285 during the first three months of 1997.
The Company increased its borrowings under its bank lines of
credit by $2,086,900 during the first three months of 1997. The
revolving credit agreement provides for interest payable monthly
for advances of $1,000,000 or greater at the lower interest of
the thirty day LIBOR rate plus .75% or the Bank's prime interest
rate less .75% and for all other advances at the Bank's prime
interest rate less .75%. The $3,250,000 revolving credit
agreement is collateralized by the Company's accounts receivable
and certain stock certificates pledged by the a major
shareholder. As of March 31, 1997, the Company has borrowed
the full amount available under the line of credit.
Management's estimates that it will incur a net loss for the
second quarter of 1997 with operating losses at various Florida
and Georgia facilities. Cash requirements to fund operating
losses and debt service are substantial. All of these factors
raise the question as to whether the Company will continue to
operate as a going concern. While expense containment measures
such as closing the North and South Carolina parcel delivery
operations have been instituted, management is nonetheless
pursuing several strategies for reducing costs and raising
additional resources through debt or equity transactions.
Management believes, but can offer no assurances, that it can
improve operating performance and cash flows through the
following measures:
*Decreasing or Eliminating Parcel Delivery Operations
in Florida and Georgia.
- -----------------------------------------------------
During 1997, management plans to reduce or eliminate the losses from the
Florida and Georgia parcel delivery operations by reducing the size of
the parcel delivery operations to a size that can achieve profitable
operations, selling the parcel delivery operations to an unrelated entity
or discontinuing the parcel delivery operations.
*Establishing a New Corporate Structure to Acquire
Profitable Trucking Operations.
- ----------------------------------------------------
The Company intends to reorganize into a "holding company" format to be
based in Atlanta, Georgia. This new corporate structure is intended
to increase the Company's flexibility to pursue the
acquisition and operation of profitable less-than-load (LTL) and
truckload motor carriers. In May 1997, the Company executed
8
letters of intent to acquire three privately-held trucking
companies in separate transactions. The three companies have
combined annual revenues of approximately $84 million and will be
purchased by the Company for cash and stock. Management believes
that the aggregate value of the three transactions will be between
$28 to $30 million. The Company's intent is to identify and acquire
additional mid-size trucking companies, primarily with annual revenues
between $10 million and $100 million, that possess strong market
positions, sound management and a commitment to a high level of
service and quality.
*Relying on Equity Sales to or Loans from a Major Shareholder.
- --------------------------------------------------------------
The Company's Chairman, the Company's President and Chief
Executive Officer, certain affiliates of the Company's Chairman
and another individual subscribed to purchase approximately
3.3 million shares of restricted common stock in May 1997
for cash, cancellation of debt and assumption of debt in the
amount of approximately $5.8 million. Through May 16, 1997, the
Company has received cash of $1,210,000 and debt has been
canceled in the amount of $650,000. The remaining purchase
obligations under the subscription agreements are expected to be
fulfilled by June 15, 1997. Although there can be no
assurances of any continued funding, management will continue to
explore funding opportunities from its major shareholders.
Financial Condition
- -------------------
As of March 31, 1997, the Company's working capital deficit
(current liabilities less current assets) was $6,141,983, which
was an increase of $2,368,224 from the $3,773,759 working
capital deficit at December 31, 1996. Total current assets of
$2,340,149 included cash of $6,674, accounts receivable of
$2,013,095, prepaid insurance premiums and deposits of $59,870,
inventories of tires, parts, uniforms and supplies of $173,757
and other prepaid expenses of $86,753.
Current liabilities of $8,482,132 included current obligations
under leases and other lending agreements of $4,714,943, amounts
owed to trade creditors of $1,998,717, including amounts
represented by issued and outstanding checks, and other accrued
expenses of $1,768,472.
Total assets as of March 31, 1997, decreased by $738,072 (or
6.4%) during the three months ended March 31, 1997 to
$10,732,286.
Accounts receivable decreased by $357,739 (or 15.1%) during the
three months ended March 31, 1997 to $2,013,095 primarily
because of the decrease in revenue resulting from closing the North
Carolina and South Carolina parcel delivery terminals. The
number of weeks sales in outstanding receivables was 5.2 at
March 31, 1997, compared to 5.1 at December 31, 1996. Other
current assets of $320,380 decreased by $80,190 (or 20.0%)
primarily because of a decrease in prepaid insurance premiums
and prepaid expenses.
The net book value of equipment decreased by $250,769 (or 3.3%)
to $7,252,465 during the three months ended March 31, 1997 as a
result of depreciation of $520,301 exceeding additions of
$269,532. There were no disposals during this period. The
additions included $123,276 for ten new pick-up trucks and
$89,623 for four new cargo vans, $7,764 for life-extending
equipment repairs, $20,147 for terminal equipment and $28,722
for computers and other office equipment.
9
Total liabilities of $11,248,445 increased by $1,790,758 (or
18.9%) during the three months ended March 31, 1997. This
resulted primarily from a increase in total bank and other debt
by $2,227,037 (or 110.7%) to $4,239,056, a decrease in accounts
payable by $671,219 (or 25.1%) to $1,998,717, an increase in
accrued expenses by $451,307 (or 34.3%) to $1,768,472 and a
decrease in obligations under capital leases of $13,355 (or
0.5%).
Capital lease obligations of $2,655,883 decreased during the
three months ended March 31, 1997 as a result of $226,251 of
scheduled principal payments in excess of $212,896 of new
additions. The additions to capitalized leases were for five
new cargo vans and 10 new pick-up trucks. Long term debt of
$839,056 decreased $59,863 (or 6.7%) as a result of repayment of
$59,863 of scheduled principal payments. Short-term borrowings
increased by $2,086,900 to $3,400,000 (or 158.9%) as a result of
an increase in the Company's utilization of its line of credit
to fund operations, service debt and pay lease payments and
borrowing from an affiliate of the Company's Chairman.
The Company's stockholders' equity decreased during three months
ended March 31, 1997 by $2,528,830 to a deficit of $516,159 at
March 31, 1997, as a result of the net loss for the period.
Results of Operations - Three months ended
March 31, 1997 versus three months ended March 31, 1996
- -------------------------------------------------------
During the second and third quarters of 1996, the Company
expanded its parcel shipping and delivery operations in North
Carolina and commenced service throughout the state of South
Carolina. The Company was not able to achieve profitable
operations in either state during 1996 and in January, 1997,
decided to cease parcel delivery operations in both North
Carolina and South Carolina as of March 31, 1997. Expenses, net
of revenues, attributable to the discontinued operations in
North Carolina and South Carolina from the date the decision was
made to discontinue such operations of $477,597 and a provision
for incremental costs directly related to the discontinuance of
such operations of $570,489 are included in the loss from
discontinued operations. The loss from discontinued
operations of $1,048,086 represents 41.4% of the $2,528,830 net
loss for the three months ended March 31, 1997.
Revenue for the three months ended March 31, 1997 was $5,064,992
and represented a decrease of $718,679 (or 12.4%) over the
revenue for the same period last year. The revenue decrease
resulted from the loss of several large customers during the
second and fourth quarters of 1996.
Total operating expenses (excluding interest expense) of
$7,416,193 for the three months ended March 31, 1997 increased
by $1,364,986 (or 22.6%) compared to the total operating
expenses for the three months ended March 31, 1996. The
operating ratio (total operating expenses excluding interest as
a percentage of revenue), was 146.4% in the three months ended
March 31, 1997 compared to 104.6% in the same period of 1996.
Operating salaries and benefits of $3,115,196 increased by
$36,006 (or 1.2%) in the three months ended March 31, 1997, and
were 61.5% of revenue compared to 53.2% in the same period of
1996.
Fuel costs of $404,390 in the three months ended March 31, 1997,
increased $48,890 (or 13.8%) from the three months ended March
31, 1996 level and were 8.0% of revenue compared to 6.1% for the
three months ended March 31, 1996. Equipment rental was
$142,782 for the first three months of 1997 compared to $29,091
10
for the first three months of 1996 resulting in an increase in
equipment rental expense of $113,691. The large increase in
equipment rental expense resulted from the need to rent trucks
to serve North Carolina and South Carolina. Tires and
maintenance expense of $164,884 decreased by $35,130 (or
17.6%) from the 1996 level and represented 3.3% of revenue
compared to 3.5% in same period of 1996. Insurance costs
increased by $9,122 (or 2.5%) to $373,287 and were 7.4% of
revenue in three months ended March 31, 1997 as compared to 6.3%
of revenue during the three months ended March 31, 1996.
The fixed components of operating cost (depreciation and
amortization, facilities and terminal expense) increased in the
three months ended March 31, 1997 by $66,404 (or 7.4%).
Depreciation and amortization attributable to operations of
$433,528 increased by $1,579 and was 8.6% of revenue for the
three months ended March 31, 1997 compared to 7.5% in the same
1996 three month period. Facilities expense (rent plus
utilities) of $430,249 increased by $77,434 (or 21.9%) and was
8.5% of revenue for the three months ended March 31, 1997 versus
6.1% in same 1996 period. Terminal expense deceased by $12,609
(or 11.2%) to $100,360 which was 2.0% of revenue in both of the
three month periods ended March 31, 1997 and 1996.
Purchased transportation decreased to $70,999 in the three
months ended March 31, 1997, from $98,159 for the three months
ended March 31, 1996. The $27,160 (or 27.7%) decrease was a
result of fewer packages brought into the Company's distribution
area from outside its operating area.
Selling and administrative expense of $1,084,271 was $116,748
(or 12.1%) higher than the 1996 same period level and increased
as a percentage of revenue from 16.7 % in the three months ended
March 31, 1996 to 21.4% in the three months ended March 31,
1997. The increase resulted primarily from increases in group health
insurance, loss and damage claims and office equipment expense.
Interest expense of $177,629 decreased by $29,151 (or 14.1%)
compared to the same 1996 period primarily as a result of
funding capital and operating needs through the sale of
preferred stock rather than through debt.
11
<PAGE>
GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY
Part II - Other Information
Item 3. Defaults Upon Senior Securities
Dividends of $148,750 payable in April 1997 on 320,000 shares
of the Company's preferred stock were not paid and are in
arrears.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 4 - Instruments defining the Rights of Security
holders
4.1 Specimen Stock Certificate (incorporated by
reference from Exhibit 4.1 to the Registrant's Form S-18,
Registration No. 33-30123A).
4.2 Warrant granting stock purchase warrants to J. Ray
Gatlin (incorporated by reference from Exhibit 4.2 to the
Registrant's Form S-18, Registration No. 33-30123A).
4.3 Warrant granting stock purchase rights to T. Wayne
Davis (incorporated by reference from Exhibit 4.3 to
Registrant's Form S-18, Registration No. 33-30123A).
4.4 Warrant granting stock purchase rights to T. Wayne
Davis (incorporated by reference from Exhibit 4.4 to
Registrant's Form S-18, Registration No. 33-30123A).
4.5 Warrant granting stock purchase rights to Drue B.
Linton (incorporated by reference from Exhibit 4.5 to
Registrant's Form S-18, Registration No. 33-30123A).
4.6 Warrant granting stock purchase rights to Steven C.
Koegler (incorporated by reference from Exhibit 4.7 to
Registrant's Form S-18, Registration No. 33-30123A).
4.7 Warrant granting stock purchase rights to J. Ray
Gatlin (incorporated by reference from Exhibit 4.8 to
Registrant's Form S-18, Registration No. 33-30123A).
4.8 Form of Warrant issued (incorporated by reference
from Exhibit 4.9 to Registrant's Form S-18, Registration No. 33-30123A).
4.9 Form of Warrant Agreement between the Company and
American Transtech, Inc., as Warrant Agent (incorporated by
reference from Exhibit 4.10 to Registrant's Form S-18,
Registration No. 33-30123A).
4.10 Preferred Stock Purchase Agreement and specimen stock
certificate between the Company and T. Wayne Davis
(incorporated by reference from Exhibit Z to
Registrant's 1993 Form 8-K, Registration No. 33-30123A).
12
Exhibit 10 - Material Contracts
10.1 Incentive Stock Option Plan (incorporated by
reference from Exhibit 10.2 to Registrant's
Form S-18, Registration No. 33-30123A).
10.2 Lease Agreement governing GPS's lease of its terminal
in Jacksonville, Florida dated November 12, 1986, between
GPS and Lakepoint Joint Venture, (incorporated by
reference from Exhibit 10.9 to Registrant's Form S-18,
Registration No. 33-30123A).
10.3 First Amendment to Lease Agreement governing GPS's
lease of its terminal in Jacksonville, Florida dated
December 8, 1988, between GPS and Lakepoint Joint Venture,
(incorporated by reference from Exhibit 10.10 to Registrant's
Form S-18, Registration No. 33-30123A).
10.4 Lease Agreement governing GPS's terminal in
Gainesville, Florida, dated June 25, 1990, between GPS and
W. Marvin Gresham (incorporated by reference from Exhibit B to
Registrant's 1990 Form 10-K, Registration No. 33-30123A).
10.5 Lease Agreement governing GPS's terminal in Riviera
Beach, Florida, dated July 9, 1990, between GPS and Gary,
Sands, McClosky-Bills, Partnership (incorporated by
reference from Exhibit D to Registrant's 1990 Form 10-K,
Registration No. 33-30123A).
10.6 Lease Agreement governing GPS's terminal in
Tallahassee, Florida, dated December 19, 1991,
between GPS and Barnett Bank of Tallahassee, (incorporated by
reference from Exhibit A to Registrant's 1991 Form 10-K,
Registration No. 33-30123A).
10.7 Lease Agreement governing GPS's terminal in
Rockledge, Florida, dated October 21, 1991,
between GPS and Robert Carl Cook and Sara E. Cook,
(incorporated by reference from Exhibit B to Registrant's
1991 Form 10-K, Registration No. 33-30123A).
10.8 Lease Agreement governing GPS's terminal in Ft.
Lauderdale, Florida, dated December 18, 1991, between GPS
and C. E. Pickering Investments, Inc., (incorporated by
reference from Exhibit D to Registrant's 1991 Form 10-K,
Registration No. 33-30123A).
10.9 Lease Agreement governing GPS's terminal in Orlando,
Florida, dated December 20, 1992, between GPS and
Michel Kurban (incorporated by reference from Exhibit B to
Registrant's 1992 10-KSB, Registration No. 33-30123A).
10.10 Lease Agreement governing GPS's terminal in
Clearwater, Florida, dated January 20, 1993, between GPS
and Robert P. Gorby Incorporated by reference from Exhibit C to
Registrant's 1992 10-KSB, Registration No. 33-30123A).
10.11 Lease Agreement governing GPS's terminal in Fort
Myers, Florida, dated February 25, 1993,
between GPS and C.S.L. & G. Development, Ltd. (incorporated by
reference from Exhibit D to Registrant's 1992 10-KSB,
Registration No. 33-30123A).
13
10.12 Lease Agreement governing GPS's terminal in Medley,
Florida, dated March 16, 1993, between GPS and
Gran Central Corporation (incorporated by reference from Exhibit
E to Registrant's 1992 10-KSB, Registration No. 33-30123A).
10.13 Employment Agreement between the Company and Gayle
Smith, dated April 5, 1993, (incorporated by reference from
Exhibit A to Registrant's 1993 10-KSB, Registration No
33-30123A).
10.14 Lease Agreement governing GPS's terminal in Miami,
Florida, dated June 1, 1993, between GPS and Arango
Development Corporation (incorporated by reference from
Exhibit D to Registrant's 1993 10-KSB, Registration No.
33-30123A).
10.15 Lease Agreement governing GPS's terminal in
College Park, Georgia. dated August 23, 1993, between GPS
and General Cinema Beverages of Georgia, Inc. (incorporated by
reference from Exhibit E to the Registrant's 1993 Form
10-KSB, Registration No. 33-30123A).
10.16 Lease Agreement governing GPS's terminal in Tifton, Georgia,
dated October 7, 1993, between GPS and National Foods, Inc.
(incorporated by reference from Exhibit G to Registrant's 1993 10-KSB,
Registration No. 33-30123A).
10.17 Lease agreement governing GPS's terminal
in Milton, Florida, dated June 30, 1994, between GPS and Scott
Steel, Inc. (incorporated by reference from Exhibit B to
Registrant's 1994 10-KSB, Registration No. 33-30123A)
10.18 Lease agreement governing GPS's terminal
in Greensboro, North Carolina, dated December 31, 1995,
between GPS and Koury Corporation, (incorporated by reference
from Exhibit 10.3 to Registrant's 1995 10-KSB, Registration
No. 33-30123A).
10.19 Lease Agreement governing GPS's terminal
in Columbia, South Carolina dated May 31, 1996 between GPS and
Angoria Columbia Enterprises. (incorporated by reference from
Exhibit 10.1 to Registrant's June 30, 1996 10-QSB, Registration
No. 33-30123A).
10.20 Assignment of Lease Agreement governing
GPS's terminal in Greensboro, North Carolina dated June 13, 1996
between GPS, ABF Freight System, Inc., Bob G. Gibson and Defco
Company (incorporated by reference from Exhibit 10.2 to
Registrant's June 30, 1996 10-QSB, Registration No. 33-30123A).
14
10.21 Lease Agreement governing GPS's terminal
in Greenville, South Carolina dated June 20, 1996 between GPS
and Real Estate Partners (incorporated by reference from Exhibit
10.3 to Registrant's June 30, 1996 10-QSB, Registration No.
33-30123A).
10.22 Lease Agreement governing GPS's terminal
in Asheville, North Carolina dated July 8, 1996 between GPS and
J. C. Swicegood, Jr. (incorporated by reference from Exhibit
10.4 to Registrant's June 30, 1996 10-QSB, Registration No.
33-30123A).
10.23 Lease Agreement governing GPS's terminal
in Fayetteville, North Carolina dated July 1, 1996 between GPS
and Eugene and Jean G. Hair (incorporated by reference from
Exhibit 10.5 to Registrant's June 30, 1996 10-QSB, Registration
No. 33-30123A).
10.24 Lease Agreement governing GPS's terminal
in Charlotte, North Carolina dated July 30, 1996 between GPS and
Lincoln National Life Insurance Company (incorporated by
reference from Exhibit 10.7 to Registrant's June 30, 1996
10-QSB, Registration No. 33-30123A).
10.25 Lease Agreement governing GPS's terminal
in Charleston, South Carolina dated July 9, 1996 between GPS and
J. P. Gaillard, ET AL. (incorporated by reference from Exhibit
10.8 to Registrant's June 30, 1996 10-QSB, Registration No.
33-30123A).
10.26 Lease Agreement governing GPS's terminal
in Raleigh, North Carolina dated July 9, 1996 between GPS and
Parker-Raleigh Development I, Limited Partnership (incorporated
by reference from Exhibit 10.9 to Registrant's June 30, 1996
10-QSB, Registration No. 33-30123A).
10.27 Lease Agreement governing GPS's terminal
in Tampa, Florida dated November 30, 1994 and amended on
January 26, 1996 and February 19, 1996 between GPS and Scott
Steel, Inc. (incorporated by reference from Exhibit 10.1 to
Registrant's September 30, 1996 10-QSB, Registration No.
33-30123A).
10.28 Lease Agreement governing GPS' terminal in
Greensboro, North Carolina, dated December 31, 1995 between GPS
and Koury Corporation (incorporated by reference from Exhibit
10.3 to the Registrant's 1995 Form 10-KSB, Registration No.
33-30123A).
10.29 Purchase Agreement governing purchase by
GPS Acquisition Corp. from TE of certain assets of TE, dated
February 6, 1995 (incorporated by reference from Exhibit 10.5 to
Registrant's 1995 10-KSB, Registration No. 33-30123A).
15
10.30 Security Agreement securing indebtedness
of GPS Acquisition Corp. to Stephen L. Lit and Gerianne P. Lit,
dated February 6, 1995 (incorporated by reference from Exhibit
10.6 to Registrant's 1995 10-KSB, Registration No. 33-30123A).
10.31 Resignation agreement dated December 20,
1996 between GPS, E. Hoke Smith, Jr., and T. Wayne Davis as
guarantor (incorporated by reference from Exhibit 10.31 to
Registrant's 1996 10-KSB, Registration No. 33-30123A).
Exhibit 11 - Statement re: Computation of Per Share
Earnings. Page 5, Note 1
Exhibit 27 - Financial Data Schedule
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.
General Parcel Service, Inc.
Date: May 19, 1997
------------
By: /s/Wayne N. Nellums
--------------------
Wayne N. Nellums
Vice President,
Chief Financial Officer
and Secretary
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information
extracted from the consolidated Statements of Operations and Balance
Sheet and is qualified in its entirety by reference to such
financial statements.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<PERIOD-START> JAN-1-1997
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 6,674
<SECURITIES> 0
<RECEIVABLES> 2,031,468
<ALLOWANCES> 18,373
<INVENTORY> 0
<CURRENT-ASSETS> 2,340,149
<PP&E> 16,009,186
<DEPRECIATION> 8,756,721
<TOTAL-ASSETS> 10,732,286
<CURRENT-LIABILITIES> 8,482,132
<BONDS> 0
<COMMON> 37,586
0
4,200
<OTHER-SE> (557,945)
<TOTAL-LIABILITY-AND-EQUITY> 10,732,286
<SALES> 0
<TOTAL-REVENUES> 5,064,992
<CGS> 0
<TOTAL-COSTS> 7,416,193
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 177,629
<INCOME-PRETAX> (2,528,830)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,528,830)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,528,830)
<EPS-PRIMARY> (0.72)
<EPS-DILUTED> (0.72)
</TABLE>
