SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-16002
ADVANCED MARKETING SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-3768341-9
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5880 Oberlin Drive, Suite 400
San Diego, California 92121
(Address of principal executive offices)
Registrant's telephone number: (619) 457-2500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K: ____
The aggregate market value of the Registrant's voting stock held by
nonaffiliates of the Registrant at June 15, 1995 was $24,448,676.
The number of shares of the Registrant's Common Stock outstanding as of
June 15, 1995 was 5,403,679.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for its July 27,
1995 Annual Meeting of Stockholders are incorporated by reference into Part III
of this Form 10-K.<PAGE>
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1. See Index to Consolidated Financial Statements contained
in Item 8 herein.
2. See Index to Schedule to Consolidated Financial
Statements included herein.
3. See Item 14(c) for Index of Exhibits.
(b) No reports on Form 8-K filed during the fourth quarter ended
March 31, 1995.
(c) Exhibits
3.1 Registrant's Certificate of Incorporation,
as amended. (1)
3.2 Registrant's Bylaws, as amended. (1)
10.1 1987 Stock Option Plan (2)
10.2 Employee Profit-Sharing Plan (3)
11.0 Statement re Computation of Per Share Earnings
21.0 Subsidiaries of the Registrant
23.1 Consent of Arthur Andersen LLP
27 Financial Data Schedule
(d) The required financial statement schedules are listed on the
Index to Schedule to Consolidated Financial Statements
included herein.
- --------------------
(1) Incorporated by reference to Registrant's Report on Form 8-K (File
No. 0-16002) for July 25, 1991, as filed on October 18, 1991.
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K
(File No. 0-16002) for the fiscal year ended March 31, 1992, as
filed on June 26, 1992.
(3) Incorporated by reference to Registrant's Registration Statement on
Form S-1 (File No. 33-14596) filed on May 28, 1987.
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ADVANCED MARKETING SERVICES, INC.
Date: July 28, 1995 By: /s/ Charles C. Tillinghast III
Charles C. Tillinghast, III
Chief Executive Officer, Chairman
of the Board and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: July 28, 1995 By: /s/ Charles C. Tillinghast III
Charles C. Tillinghast, III
Chief Executive Officer, Chairman
of the Board and Director
(Principal Executive Officer)
Date: July 28, 1995 By: /s/ Michael M. Nicita
Michael M. Nicita
Chief Operating Officer and
President
Date: July 28, 1995 By: /s/ Loren C. Paulsen
Loren C. Paulsen
Executive Vice President-Operations
and Director
Date: July 28, 1995 By: /s/ Jonathan S. Fish
Jonathan S. Fish
Chief Financial and Accounting
Officer and Executive Vice
President-Finance (Principal
Financial and Accounting Officer)
Date: July 28, 1995 By: /s/ James A. Leidich
James A. Leidich
Director
Date: July 28, 1995 By: /s/ E. William Swanson, Jr.
E. William Swanson, Jr.
Director
Date: July 28, 1995 By: /s/ Trygve E. Myhren
Trygve E. Myhren
Director
Date: July 28, 1995 By: /s/ Lynn S. Dawson
Lynn S. Dawson
Director
Date: July 28, 1995 By: /s/ Robert F. Bartlett
Robert F. Bartlett
Director
28<PAGE>
ADVANCED MARKETING SERVICES, INC.
INDEX TO SCHEDULE TO CONSOLIDATED FINANCIAL STATEMENTS
Schedule: Page
II Valuation and Qualifying Accounts 30
All other schedules are not submitted because they are not applica-
ble, not required or because the required information is included in the
consolidated financial statements of Advanced Marketing Services, Inc.
or in the notes thereto.
29
<PAGE>
SCHEDULE II
ADVANCED MARKETING SERVICES, INC.
VALUATION AND QUALIFYING ACCOUNTS
For the years ended March 31, 1995, 1994 and 1993
(in thousands)
<TABLE>
<CAPTION>
Balance at Additions Balance
beginning charged at end of
of period to income Deductions period
<S> <C> <C> <C> <C>
1993
Allowance for
uncollectible
accounts and
sales returns $1,228 $ 400 $ 165 $1,463
Reserve for
markdown of
inventory $4,240 $2,490 $2,384 $4,346
1994
Allowance for
uncollectible
accounts and
sales returns $1,463 $ 578 $ 55 $1,986
Reserve for
markdown of
inventory $4,346 $2,225 $1,848 $4,723
1995
Allowance for
uncollectible
accounts and
sales returns $1,986 $ 899 $ 353 $2,532
Reserve for
markdown of
inventory $4,723 $2,766 $2,585 $4,904
</TABLE>
30<PAGE>
Exhibit 11.0
ADVANCED MARKETING SERVICES, INC.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
FOR THE YEARS ENDED MARCH 31, 1995, 1994 AND 1993
(UNAUDITED)
(in thousands except per share data)
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
NET INCOME $ 3,362 $ 156 $ 2,952
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON SHARE EQUIVALENTS
OUTSTANDING:
Weighted average common shares 5,434 5,415 5,360
Weighted average common share
equivalents-dilutive stock
options:
Primary 154 - 188
Fully Diluted 177 - 244
Total Weighted Average Common
and Common Equivalent Shares:
Primary 5,588 5,415 5,548
Fully Diluted 5,611 5,415 5,604
NET INCOME PER COMMON AND
COMMON SHARE EQUIVALENT
Primary $ 0.60 $ 0.03 $ 0.53
Fully Diluted $ 0.60 $ 0.03 $ 0.53
</TABLE>
In fiscal year 1994, dilutive common stock equivalents resulted in
less than a 3% change in EPS and therefore are excluded from the
calculation of EPS. Furthermore, the effects of all anti-dilutive
common stock equivalents are also excluded from the calculation of
earnings per share.<PAGE>
Exhibit 21.0
Subsidiaries of the Registrant
Advanced Marketing (UK) Limited - England
Advanced Marketing S. de R.L. de C.V. - Mexico
Advanced Marketing Services Investments, Inc. - California<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included in this Form 10-K into the
Company's previously filed Registration Statements, File Nos. 33-
30467 and 33-43792.
ARTHUR ANDERSEN & CO.
San Diego, California
June 27, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS OF INCOME AND CONSOLIDATED
BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 9,035
<SECURITIES> 9,153
<RECEIVABLES> 39,529
<ALLOWANCES> 2,532
<INVENTORY> 69,356
<CURRENT-ASSETS> 129,619
<PP&E> 6,335
<DEPRECIATION> 4,020
<TOTAL-ASSETS> 133,131
<CURRENT-LIABILITIES> 88,794
<BONDS> 0
<COMMON> 6
0
0
<OTHER-SE> 44,331
<TOTAL-LIABILITY-AND-EQUITY> 133,131
<SALES> 303,708
<TOTAL-REVENUES> 303,708
<CGS> 274,776
<TOTAL-COSTS> 274,776
<OTHER-EXPENSES> 24,083
<LOSS-PROVISION> 410
<INTEREST-EXPENSE> 35
<INCOME-PRETAX> 5,708
<INCOME-TAX> 2,346
<INCOME-CONTINUING> 3,362
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,362
<EPS-PRIMARY> .60
<EPS-DILUTED> .60
</TABLE>
