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 June 30, 1996 [ ] 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 August 9, 1996. GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY FORM 10-QSB INDEX PART I.	FINANCIAL INFORMATION	 			Page Number Item 1 - ------ Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 . . . . 2 Consolidated Statements of Earnings for the three months ended June 30, 1996 and 1995 and for the six months ended June 30, 1996 and 1995 . . . . . . . . . . 3 Consolidated Statements of Cash Flows for the three months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . 4 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 5 Item 2 - ------ Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . 6 PART II.	OTHER INFORMATION. . . . . . . . .12 Item 4 - ------ Submission of Matters to a Vote of Security Holders Item 6 - ------ Exhibits and Reports on Form 8-K (A) 	Reports on Form 8-K 	 (B) 	Exhibits: 	 	 	 	Exhibit 10, Material Contracts 	 	 	 	Exhibit 27, Financial Data Schedule 	 			 GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS 	 	 	 June 30, 	 	 	December 31, 	 	 1996 	 	 	 1995 -------------- -------------- 	 	(Unaudited) 	 	 	 ASSETS 	 	 	 	 	 Current assets: 	 	 	 	 	 Cash 	$ 	8,589 	$ 	6,739 Accounts receivable (net of allowance for doubtful	 accounts of $7,546 and $7,846 at June 30, 1996 and December 31, 1995 respectively) 	 	2,077,848 	 	2,068,975 Other current assets 	 	406,606 	 	 	380,090 ------------- ------------- Total current assets 	 	2,493,043 	 	 	2,455,804 ------------- ------------- Long term assets: 	 	 	 	 	 Equipment, at net book value 	 	6,991,095 	 	 	7,593,626 Goodwill 	 	980,444 	 	 	1,015,784 Other assets 	 	187,251 	 	 	187,251 ------------- ------------- Total long term assets 	 	8,158,790 	 	 	8,796,661 ------------- ------------- 	 	 	 	 	 Total assets 	$ 	10,651,833 	$ 	11,252,465 ============= ============= 	 	 	 	 	 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 	 	 	 	 	 Current liabilities: 	 	 	 	 	 Short term borrowings 	$ 	1,562,689 	$ 1,599,000 Current obligations under capital leases 	 	886,135 	 	 	860,309 Current maturities of long-term debt 	 	333,540 	 	 	518,842 Accounts payable 	 	1,926,726 	 	 	1,953,468 Accrued expenses and other current liabilities 	 	815,986 	738,404 ------------- ------------- Total current liabilities 	 	5,525,076 	 	 	5,670,023 ------------- ------------- 	 	 	 	 	 Long term liabilities: 	 	 	 	 	 Long-term obligations under capital leases 	1,296,853 1,605,802 Long-term debt 	 	755,646 	 	 	3,910,808 Convertible debentures 	 	300,000 	 	 	300,000 ------------ ------------ Total long term liabilities 	 	2,352,499 	 	5,816,610 ------------ ------------ 	 	 	 	 	 Total liabilities 	 	7,877,575 	 	 	11,486,633 ------------ ------------ Commitments and contingencies 	 	 	 	 	 Stockholders' equity (deficit): 	 	 	 	 	 Preferred stock, $.01 par value, 500,000 shares authorized, 280,000 issued and outstanding at June 30, 1996, 100,000 issued and outstanding at December 31, 1995, liquidation preference $7,000,000. 	 	2,800 	 	 	1,000 Common stock, $.01 par value, 10,000,000 shares authorized, 	 3,758,671 shares issued and outstanding at June 30, 1996 	 and December 31, 1995. 	 	37,586 	 	 	37,586 Additional paid-in capital 	 	17,887,855 	 	13,389,655 Deficit 	 	(15,153,983) 	 	(13,662,409) ------------- ------------- Total stockholders' equity (deficit) 	 	2,774,258 	(234,168) ------------- ------------- 	 	 	 	 	 Total liabilities and stockholders' equity (deficit) 	$ 	10,651,833 	$ 	11,252,465 ============= ============= 					 Read accompanying notes. GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) 					 						 Three months ended June 30, 	 Six months ended June 30, 	 	 1996 	 	 1995 	 	 1996 	 	1995 ------------- ------------- ------------ ------------- Revenue 	$ 	5,600,322 	$ 	4,853,489 	$	11,383,993 	$ 	9,916,819 Operating expenses 	 	 	 	 	 	 	 	 Operations salaries & benefits 	 	2,990,557 	 	2,800,797 		6,048,689 	 	5,337,489 Fuel 	 	408,388 	 	302,760 	 	763,888 	 	 590,319 Equipment rental 	 	20,359 	 	15,800 	 	49,449 	 	24,499 Insurance 	 	348,681 	 	524,980 	 	712,846 	 	 973,980 Tires & maintenance 	 	221,061 	 	182,803 	 	421,075 		 356,988 Depreciation & amortization 	 	 418,833 	 	438,065 	 	833,112 	 	 848,698 Facilities expense 	 	 374,128 	 	 306,574 	 	 726,773 		 638,162 Terminal expense 	 	 51,684 	 	 79,308 	 	 105,594 	 	 135,362 Purchased transportation 	 	 95,835 	 	 66,556 	 	 193,993 		 120,282 Other operating costs 	 	 71,836 	 	 56,515 	 	 133,619 		 95,765 Selling and administrative expense 	 	1,306,064 	 	940,458 		2,369,594 	 	 1,652,306 ----------- ----------- ----------- ----------- Total operating expense 	 	6,307,426 	 	5,714,616 		12,358,632 	 	10,773,850 ----------- ----------- ----------- ----------- Operating income (loss) 	 	(707,104) 	 	(861,127) 	 	(974,639) 		 (857,031) Interest expense 	 	(135,155) 	 	(203,180) 	 	(341,935) 	 	(355,253) ----------- ----------- ----------- ----------- 	 	 	 	 	 	 	 	 Net income (loss) 	 	(842,259) 	 	(1,064,307) 		(1,316,574) 	 	(1,212,284) Preferred stock dividend requirement 	 	(65,624) 	(43,750) 		(159,029) 	 	 (87,500) ----------- ----------- ----------- ----------- Earnings available to common shareholders 	$ 	 (907,883) 	 $ (1,108,057) 	$ (1,475,603) 	$	(1,299,784) =========== =========== =========== =========== Net Income (loss) per common share (primary and fully diluted) 	$ 	(0.24) 	$ 	(0.29) 	$ 	(0.39) 	$ 	(0.35) =========== =========== =========== =========== Weighted average number of common 	 	 	 	 	 	 	 	 shares outstanding 	 	3,758,671 	 3,758,671 	 	3,758,671 		 3,758,671 =========== =========== =========== ========== Read accompanying notes. GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Increase (Decrease) in Cash (Unaudited) 			 	 	 Six Months Ended June 30, 	 	 1996 	 	 	 1995 ------------- ------------- Cash flows (used in) provided by operating activities: 	 	 	 	 	 Net loss 	$ (1,316,574) 	$ (1,212,284) ------------ ------------ Adjustments to reconcile net loss to cash 	 	 	 	 	 (used in) provided by operating activities: 	 	 	 	 	 Loss on disposal of fixed assets 	 	1,307 	 	 	2,718 Depreciation and amortization 	 	926,434 	 	 	878,695 Changes in assets and liabilities: 	 	 	 	 	 Increase in accounts receivable 	 	(8,873) 	 	 	(238,760) Decrease (increase) in other current assets 	 	(26,516) 	 	48,008 Increase in other assets 	 	-- 	 	 	(5,326) Increase in accounts payable 	 	347,302 	 	 	280,402 Increase (decrease) in accrued expenses 	 	77,582 (28,764) ------------ ------------ Total adjustments 	 	1,317,236 	 	 	936,973 ------------ ------------ Net cash (used in) provided by operating activities 	 	662 	 	 	(275,311) ------------ ------------ 	 	 	 	 	 Cash flows for investing activities: 	 	 	 	 	 Business combination 	 	 -- 	 	(151,674) Proceeds from disposal of equipment 	 	4,500 	 	 -- Purchase of equipment 	 	(226,337) 	 	 	(473,573) ------------ ------------ Net cash used in investing activities 	 	(221,837) 	 	 	(625,247) ------------ ------------ 	 	 	 	 	 Cash flows from financing activities: 	 	 	 	 	 Proceeds from issuance of preferred stock 	 	4,500,000 	-- Dividends paid on preferred stock 	 	(175,000) 	 	 	(175,000) Repayment of long-term debt 	 	(3,340,464) 	 	 	(346,801) Increase in long-term debt 	 	-- 	 	 	3,000,000 Principal payments under capital lease obligations 	 	(351,156) 	 	 	(525,789) Repayment of short-term debt 	 	(2,058,689) 	 	 	(2,500,000) Increase in short-term borrowings 	 	2,022,378 	 	 	1,400,000 Increase (decrease) in bank overdraft 	 	(374,044) 	 	 	48,333 ------------ ------------ Net cash provided by financing activities 	 	223,025 	 	 	900,743 ------------ ------------ 	 	 	 	 	 Increase (decrease) in cash and cash equivalents 	 	1,850 	 	 	185 Cash and cash equivalents, beginning of period 	 	6,739 	5,575 ------------ ------------ Cash and cash equivalents, end of period 	$ 	8,589 	 	$ 	5,760 ============ ============ 	 	 	 	 	 Supplemental cash flow data 	 	 	 	 	 Cash paid during the period for interest 	$ 	354,699 	 	$ 	319,825 ============ ============ 	 	 	 	 	 Supplemental schedule of noncash investing and 	 	 	 	 	 financing activities 	 	 	 	 	 Capital lease and notes payable obligations 	 	 	 	 	 incurred for new vehicles and equipment 	$ 	 68,033 	$ 	461,874 ============ ============ Business combination 	 	 	 	 	 Fair value of assets acquired 	$ 	 -- 	 	$ 	1,408,670 Fair value of liabilities assumed 	 	 -- 	 	 	(1,256,996) ------------ ------------ Net cash payments 	$ 	 -- 	 	$ 	151,674 ============ ============ 				 				 Read accompanying notes GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements The information presented herein as of June 30, 1996, and for the three months and six months ended June 30, 1996 and 1995, is unaudited. The December 31, 1995, 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"). Net Loss per Common Share - ------------------------- Net loss applicable to common share 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. Preferred Stock - --------------- On February 28, 1996, the Board of Directors amended the Articles of Incorporation to provide for 300,000 shares of Class A, Series 2 Cumulative Preferred Stock ("Series 2 Preferred"). On March 4, 1996, 120,000 shares were sold for a total price of $3,000,000 to an Affiliate of the Company's Chairman. Proceeds from the sale were used to retire $3,000,000 of bank debt. On June 25, 1996, 60,000 shares were sold at a total price of $1,500,000 to the same Affiliate of the Company's Chairman. Proceeds from the June 25, 1966 sale were used to retire $500,000 of short term debt and to fund working capital requirements. The Series 2 Preferred shares are non-voting and generally provide for a conversion into common stock at a rate of $2.50 per share, and provide for a cumulative dividend of $1.75 per annum, paid quarterly. At June 30, 1996, the Company had preferred stock dividends in arrears of $155,807. 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. 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. ("TE"). As of June 30, 1996, the Company had raised net equity capital of $8,145,052 from private placements of restricted common shares, $6,917,489 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 $14,803,984 and $350,000 of dividends paid on preferred stock, the Company's net stockholders' equity as of June 30, 1996, was $2,774,258. The Company issued $4,500,000 of preferred stock on March 5, 1996, but has issued no restricted common stock in 1996. As of June 30, 1996, the Company was contractually obligated to repay $4,834,863 of indebtedness to equipment lessors, banks and other secured lenders and $300,000 to holders of its convertible debentures. In addition, the Company owed $1,926,726 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 $815,986 which were unpaid at June 30, 1996. Cash provided by operations during the six months ended June 30, 1996 was $662 as compared to cash used in operations for the first six months of 1995 of $275,311. The net cash provided by operations resulted primarily from the non-cash expense of depreciation and amortization, and an increase in accounts payable and accrued expenses. These were partially offset by the net loss, an increase in accounts receivable and a decrease in other current assets. The Company's cash balance increased by $1,850 during the first six months of 1996. The Company decreased its borrowings under its bank lines of credit by $3,036,311 during the first six months of 1996. The Company repaid its $3,000,000 bank term loan and reduced amounts borrowed under its revolving line of credit agreement by a net amount of $36.311. The revolving line of 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 revolving credit agreement is collateralized by the Company's accounts receivable and certain stock certificates pledged by the Company's Chairman. As of December 31, 1995, the Company had borrowed $1,599,000 against the line of credit and had $1,101,000 of credit available. As of June 30, 1996, the Company has borrowed $1,562,689 against the $2,750,000 line of credit. Management's estimates of 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 revenues continue to increase and expense containment measures have been instituted, management is nonetheless pursuing several strategies for 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: *	A large portion of the Company's expenses since inception have been related to efforts to develop 	 its marketing, distribution and service network. The Company has developed extensive 	distribution networks in Florida, Atlanta, Georgia, and Charlotte, North Carolina. In January, 1996. the Company opened a terminal in Greensboro, North Carolina 	to service existing customers in the Greensboro, Winston Salem, Durham and Raleigh areas. In June, 1996, the Company began an aggressive expansion into South Carolina and areas no		previously served in North Carolina to fill the void created when another carrier ceased operations. This carrier had serviced in the Carolinas many of the customers that the 	Company 	serves in Florida and Georgia. Management believes that the revenues which 	will be generated by extending the Company's service area for present customers and those additional customers it will attract will exceed the cost of providing such service and will contribute to the absorption of overhead. To 	service these new areas the Company	has opened new terminals in the North Carolina cities 	of Asheville, Fayetteville, Raleigh and Wilmington, relocated to a larger Charlotte, North 	Carolina terminal and opened new terminals in the South Carolina cities of Charleston, Columbia, Greenville and Florence. 	 * Management has reassessed the operating practices at each of its terminals and has instituted a number of changes directed towards cost containment including elimination of unprofitable delivery routes. Route planning computer hardware and software has been purchased to analyze and redesign the routing structure of each city. The equipment went operational in July and the city by city analysis has begun. Management expects to be able to reduce costs through eliminating routes. Strict accountability over all costs is being implemented at all locations through budgetary controls and improved reporting of actual operating results to operations managers. *The Board of Directors has engaged KPMG BayMark Capital LLC ("BayMark") to render certain financial advisory and investment banking services to the Company. Under the terms of the engagement, BayMark will familiarize itself to the extent it deems appropriate and feasible with the business, operations, properties, financial condition and prospects of the Company and will advise and assist the Company in identifying and/or evaluating various strategic or financial alternatives that may be available to the Company to enhance shareholder value. Among the alternatives which may be available to the Company are an acquisition of all or a significant portion of the assets or equity securities of another corporation or business entity; a sale of the Company or significant portion of its equity securities, assets or businesses to one or more third parties; a recapitalization or restructuring of the Company; repurchases by the Company of its common stock or other securities; a public or private sale of additional equity or debt securities of the Company; or such other form of transaction that BayMark believes may be of possible interest to the Company. *Should the Company not obtain additional funding through the efforts of BayMark and not be able to provide cash for its operations to fund operations losses or debt service, it will rely on the commitment of one of its major shareholders to fund losses of the Company through December 31, 1996. Financial Condition - ------------------- As of June 30, 1996, the Company's working capital deficit (current liabilities less current assets) was $3,032,033, which was a decrease of $182,186 from the $3,214,219 working capital deficit at December 31, 1995. Total current assets of $2,493,043 included cash of $8,589, accounts receivable of $2,077,848, prepaid insurance premiums and deposits of $54,229, inventories of tires, parts, uniforms and supplies of $218,405, other prepaid expenses of $52,010 and other assets of $81,963. Current liabilities of $5,525,075 included current obligations under leases and other lending agreements of $2,482,364, amounts owed to trade creditors of $1,926,726, including amounts represented by issued and outstanding checks, and other accrued expenses of $815,986. Total assets as of June 30, 1996, decreased by $600,632 (or 5.3%) during the six months ended June 30, 1996 to $10,651,833. Accounts receivable increased by $8,873 (or 0.4%) during the six months ended June 30, 1996 to $2,077,848. The number of weeks sales in outstanding receivables was 4.7 at June 30, 1996, compared to 5.2 at December 31, 1995. Other current assets of $406,606 increased by $26,516 (or 7.0%). The net book value of equipment decreased by $602,531 (or 7.9%) to $6,991,095 during the six months ended June 30, 1996 as a result of depreciation of $833,112 and disposals of $5,805 exceeding additions of $236,386. The additions included $68,033 for four new delivery vans, $37,056 for life-extending equipment repairs, $32,428 for terminal equipment and $98,869 for computers and other office equipment. Total liabilities of $7,877,575 decreased by $3,609,058 (or 31.4%) during the six months ended June 30, 1996. This resulted primarily from a decrease in total bank and other debt by $3,376,775 (or 56.0%) to $2,651,875, a decrease in accounts payable by $26,742 (or 1.4%) to $1,926,726, an increase in accrued expenses of $77,582 (or 10.5%) to $815,986 and a decrease in obligations under capital leases of $283,123 (or 11.5%). Capital lease obligations of $2,189,988 decreased during the six months ended June 30, 1996 as a result of $351,156 of scheduled principal payments in excess of $68,033 of new additions. The additions to capitalized leases were for four new delivery vans. Long term debt of $1,089,186 decreased $3,340,464 (or 75.4%) as a result of repayment of the $3,000,000 term loan and $127,172 of scheduled principal payments. Short-term borrowings decreased by $36,311 to $1,562,689 (or 2.3%) as a result of a repayment of $1,500,000 of short term borrowings with proceeds from the sale of preferred stock and net increases of $1,463,689 to fund operations, service debt and pay lease payments. The Company's stockholders' equity increased during six months ended June 30, 1996 by $3,008,426 to $2,774,258 at June 30, 1996, as a result of the sale of $4,500,000 of preferred stock and was reduced by the net loss for the period and the payment of a $175,000 dividend on the Company's preferred stock. Results of Operations - --------------------- The Company's net loss for the six months ended June 30, 1995 was $1,316,574 compared to a net loss of $1,212,284 for the same period of 1995. For the quarter ended June 30, 1996 the loss was $842,259 compared to a net loss of $1,064,307 for the same period of 1995. Revenue for the six months ended June 30, 1996, was $11,383,993 representing an increase of $1,467,174 (or 14.8%) over revenue for the same period of 1995. Revenue for the three months ended June 30, 1996, was $5,600,322 representing an increase of $746,833 (or 15.4%) from revenue for the same period of 1995. Total operating expenses (excluding interest expense) were $12,358,632 for the first six months of 1996 and $6,307,426 for the second quarter of 1996. For the first six months of 1996, total operating expenses increased $1,584,782 (or 14.7%) compared to those expenses for the first six months of 1995. For the second quarter of 1996, total operating expenses were $6,307,426, an increase of $592,810 (or 10.4%) over the second quarter of 1995. The operating ratio (total operating expenses as a percentage of revenue), was 108.6% for the six months ended June 30, 1996 and for the six months ended June 30, 1995, and 112.6% for the quarter ended June 30, 1996, compared to 117.7% for the quarter ended June 30, 1995. Operating salaries and benefits at $6,048,689 increased by $711,200 (or 13.3%) for the first six months of 1996, and were 53.1% of revenue compared to 53.8% for the first six months of 1995. For the second quarter of 1996, operating salaries and benefits were $2,990,557, an increase of $189,760 (or 6.8%) over those for the second quarter of 1995. Operating salaries and benefits were 53.4% of revenue for the second quarter of 1996 compared to 57.7% for the second quarter of 1995. Fuel costs at $763,888 increased by $173,569 from the first six months of 1995 level of $590,319 and were 6.7% of revenue for the six months ended June 30, 1996, compared to 6.0% for the first six months of 1995. For the second quarter of 1995, fuel costs were $302,760. They increased in the quarter ended June 30, 1996, $105,628 from the second quarter 1995 level of 6.2% of revenue to reach 7.3% of revenue. These increases resulted primarily from increases in the price of fuel. Insurance costs decreased by $261,134 to $712,846 (or 6.3%) of revenue in the first six months of 1996 as compared to $973,980 (or 9.8%) of the first six months of 1995 revenue. Insurance costs decreased by $176,299 to $348,681 or (6.3%) of revenue in the second quarter of 1996 as compared to $524,980 (or 10.8%) of second quarter 1995 revenue. Tires and maintenance expense at $421,075 increased by $64,087 from the first six months 1995 level and represented 3.7% of revenue compared to 3.6% in the first six months of 1995. Tires and maintenance expense at $221,061 increased by $38,258 from the second quarter 1995 level and represented 3.9% of revenue in the second quarter of 1996, up from 3.8% for the same 1995 quarter. The fixed components of operating cost (depreciation and amortization, facilities and terminal expense) decreased in the first six months of 1996 over the first six months of 1995. Depreciation and amortization was $833,112, a decrease of $15,586 (or 1.8%) from the first six months of 1995, and was 7.3% of revenue in the first six months of 1996 as compared to 8.6% in the same period of 1995. Depreciation and amortization was $418,833, a decrease of $19,232 (or 4.4%) from the second quarter of 1995, and was 7.5% of revenue in the second quarter of 1996 as compared to 9.0% in the same period of 1995. Facilities expense (rent plus utilities) at $726,773 increased by $88,611 (or 13.9%) and was 6.4% of revenue in the first six months of both 1996 and 1995. Facilities expense (rent plus utilities) at $374,128 increased by $67,554 (or 22.0%) and was 6.7% of second quarter 1996 revenue versus 6.3% in the second quarter of 1995. Terminal expense decreased by $28,678 and $27,624 to $105,574 and $51,684 for the six months and quarter ended June 30, 1995. Purchased transportation, which includes amounts paid to trucking companies to bring packages from customers' distribution points outside the Company's geographical operating area to the Company's terminals for delivery has increased to $193,993 and $95,835 for the six months and quarter ended June 30, 1996, from $120,282 for the six months ended June 30, 1995 and $66,556 for the quarter ended June 30, 1995. Selling and administrative expense at $2,369,574 was 43.4% higher than the first six months 1995 level and increased as a percentage of revenue from 16.7% in the 1995 first six months to 20.8% in the 1996 first six months. For the second quarter of 1996, selling and administrative expense were $1,306,064, an increase of $385,606 (or 38.9%) over those for the second quarter 1995 and increased as a percentage of revenue from 19.4% in the 1995 second quarter to 23.3% in the 1996 second quarter. The increases relate primarily to additional personnel costs, legal expenses associated with the UPS litigation and additional taxes and licenses. The Company's operating loss for the six months ended June 30, 1996 was $974,639 compared to an operating loss of $857,031 for the six months ended June 30, 1995. Its operating loss for the quarter ended June 30, 1996 was $707,104 compared to an operating loss of $861,127 for the quarter ended June 30, 1995. Interest expense for the first six months of 1996 was $341,935, which was a decrease of $13,318 from the interest expense for the first six months of 1995. Interest expense for the second quarter of 1996 was $135,155. This amount was $68,025 below the interest expense for the quarter ended June 30, 1995. GENERAL PARCEL SERVICE, INC. AND SUBSIDIARY 				 Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders At its Annual Meeting on June 6, 1996, the Company's Shareholders: 	a) ratified the appointment by the Board of Directors of Grenadier, Collins, Mencke & Howard, LLP as independent public accountants for the fiscal year ending December 31, 1996, and 	b) elected seven directors as follows: T. Wayne Davis Chairman of the Board	of Directors E. Hoke Smith Director, President and Chief Executive Officer J. Ray Gatlin Director Drue B. Linton Director Steven C. Koegler Director, Legal Counsel Terry Coleman Director Gayle Smith Director, Executive Vice President and Chief Operating Officer Item 6. Exhibits and Reports on Form 8-K 	Reports on Form 8-k: The Company filed a Form 8-K dated June 25, 1996, reporting that on June 25, 1996 an affiliate of the Chairman of the Board of the Company purchased $1,500,000 of the Class A, Series 2 Cumulative Convertible Preferred Stock of the	corporation. 	Exhibits: Exhibit 10.1 - Lease Agreement governing GPS's terminal in Columbia, South Carolina dated May 31, 1996 between GPS and	 Angor.a Columbia Enterprises. . Exhibit 10.2 - 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. Exhibit 10.3 - Lease Agreement governing GPS's terminal in Greenville, South Carolina dated June 20, 1996 between GPS and Real Estate Partners. Exhibit 10.4 - Lease Agreement governing GPS's terminal in Ashville, North Carolina dated July 8, 1996 between GPS and J. C. Swicegood, Jr. . Exhibit 10.5 - Lease Agreement governing GPS's terminal in Fayetteville, North Carolina dated July 1, 1996 between GPS and Eugene and Jean G. Hair. Exhibit 10.6 - Termination of Lease Agreement governing GPS's terminal in Charlotte, North Carolina dated June 24, 1996 between GPS and Lincoln National Life Insurance Company. Exhibit 10.7 - Lease Agreement governing GPS's terminal in Charlotte, North Carolina dated July 30, 1996 between GPS and Lincoln National Life Insurance Company. 		 Exhibit 10.8 - Lease Agreement governing GPS's terminal in Charleston, South Carolina dated July 9, 1996 between GPS and J. P. Gaillard, ET AL. Exhibit 10.9 - Lease Agreement governing GPS's terminal in Raleigh, North Carolina dated July 9, 1996 between GPS and Parker-Raleigh Development I, Limited Partnership. Exhibit 27 - Financial Data Schedule 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. General Parcel Service, Inc. Date: August 15, 1996 By (Signed) - ------------------ E. Hoke Smith, Jr. President and Chief Executive Officer By: (Signed) - ------------------ Wayne N. Nellums Vice President, Chief Financial Officer