ADVO, Inc.
Form 10-K
September 29, 2001
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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended September 29, 2001
__________________
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 1-11720
_______
ADVO, Inc.
__________
(Exact name of registrant as specified in its charter)
Delaware 06-0885252
_____________________________________ _____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Univac Lane, P.O. Box 755, 06095-0755
Windsor, CT _____________________________________
_____________________________________ (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (860) 285-6100
Securities registered pursuant to Section 12(b) of the Act:
Common Stock and Rights, par value $.01 per share
_________________________________________________
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
____
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 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 registrant's 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 voting stock held by non-affiliates of the
registrant at November 23, 2001 was $761,985,963. On that date, there were
19,947,508 outstanding shares of the registrant's common stock.
Documents Incorporated by Reference:
Portions of the 2001 Annual Report to Stockholders are incorporated by
reference into Parts II and IV of this Report.
Portions of the Proxy Statement for the 2002 Annual Meeting of Stockholders
are incorporated by reference into Part III of this Report.
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ADVO, Inc.
Index to Report on Form 10-K
For the Year Ended September 29, 2001
Part I
Item Page
---- ----
1. Business............................................................. 1
2. Properties........................................................... 6
3. Legal Proceedings.................................................... 6
4. Submission of Matters to a Vote of Security Holders.................. 6
Part II
5. Market for Registrant's Common Equity and Related Stockholder Mat-
ters................................................................. 6
6. Selected Financial Data.............................................. 6
7. Management's Discussion and Analysis of Financial Condition and Re-
sults of Operations.................................................. 6
7A.Quantitative and Qualitative Disclosure about Market Risk............ 7
8. Financial Statements and Supplementary Data.......................... 7
9. Changes in and Disagreements with Accountants on Accounting and Fi-
nancial Disclosure................................................... 7
Part III
10. Directors and Executive Officers of the Registrant................... 7
11. Executive Compensation............................................... 9
12. Security Ownership of Certain Beneficial Owners and Management....... 9
13. Certain Relationships and Related Transactions....................... 9
Part IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...... 10
PART I
ITEM 1. Business
General
ADVO, Inc. ("ADVO" or the "Company") is a full service targeted direct mail
marketing services company primarily engaged in soliciting and processing
printed advertising from retailers, manufacturers and service companies for
targeted distribution by both shared and solo mail, as well as private carrier
delivery, to consumer households in the United States on a national, regional
and local basis. Founded in 1929 as a hand delivery company, the Company
entered the direct mail industry as a solo mailer in 1946 and began its shared
mail program in 1980. The Company currently is the largest commercial user of
standard mail (formerly third-class mail) in the United States.
ADVO competes primarily with newspapers, direct mail companies, periodicals
and other local distribution entities for retail advertising expenditures. The
Company believes that direct mail, which enables advertisers to target
advertisements to specific customers or geographic areas, is the most
efficient vehicle for delivering printed advertising on a saturation or full
market coverage basis, as well as an effective means of targeted coverage.
ADVO's principal executive offices are located at One Univac Lane, Windsor,
Connecticut 06095.
Products and Services
ADVO's direct mail marketing products and services include shared mail and
solo mail. ADVO provides ancillary services in conjunction with its direct
mail marketing programs and also provides private carrier delivery in certain
markets. In addition, the Company provides direct-mail advertising solutions
for local neighborhood businesses. The Company's consumer web-site,
ShopWise.com, allows retailers to electronically target promotions and values
to consumers.
Shared Mail
In the Company's branded shared mail program (ShopWiseTM), the
advertisements of several advertisers are combined into a single mail package.
The Company assembles shared mail packages by targeting levels selected by
the customer. In most instances, each household within the predetermined
targeting level will receive a mail package. The Company offers various
targeting levels for the designated mailing area of the customer's
distribution based on the level of geo-demographic precision that is requested
by the customer. Individual customers can choose predetermined clusters of ZIP
Code zones, all ZIP Codes covered by the program, and ADVO Targeting Zones
("ATZs"). ATZs enable advertisers to target their ads to consumer clusters of
about 3,500 households. ATZs are neighboring postal carrier delivery routes
within a ZIP Code, that are clustered together based on shared demographic
characteristics and proximity to key retail shopping areas.
The flexibility and targeting capabilities of the ATZ platform enables
customers, such as retail store chains, to select areas serviced by their
retail stores and, at the same time, distribute different versions to reach
their choice consumers. The Company uses geographic, demographic and
psychographic data to tailor the customers' advertisements to their targeted
audience.
The Company's shared mail program offers the features of penetration and
targeted marketing at a significant cost reduction when compared to mailing on
an individual or solo mail basis. This cost advantage is available because the
Company pays the total postage expense, and advertisers are generally charged
a selling price based upon, among other factors, the incremental weight of
their promotional pieces.
1
As a part of its shared mail program, the Company provides the addresses of
the households receiving the mail packages, sorts, processes and transports
the advertising material for ultimate delivery through the United States
Postal Service ("USPS"). Generally, larger businesses, such as grocery chains
and mass merchandisers, will provide the Company with preprinted advertising
materials in predetermined quantities. In the case of manufacturers and small
retail customers, the Company may perform graphics services and/or act as a
broker for the required printing. The Company also offers shared mail
customers numerous standard turnkey advertising products in a variety of sizes
and colors.
The Company believes its shared mail program is the largest program of its
kind.
ShopWise(TM) is a weekly distribution program with coverage, on average, of
approximately 60 million households in approximately 120 markets, covering
essentially all major metropolitan markets. This program is used by local and
national retailers. The zone configuration selected for each market is
normally determined by population density and by proximity to retail outlets.
Retailers with multiple locations and weekly frequency have a great influence
on the zones chosen by the Company for its weekly distribution. The Company
derives most of its revenues from the ShopWise(TM) shared mail program.
The Company is part of a network, known as ADVO National Network Extension
("A.N.N.E."), comprised of regional shared mail companies which provide its
clients with extended coverage outside the markets already served by the
Company. Approximately an additional 32.5 million households can be reached on
a shared mail basis through A.N.N.E. The Company handles the clients' orders
directly and manages distribution of their advertising through A.N.N.E.'s
members. Conversely, A.N.N.E. enables participating members (shared mail
companies) to offer their clients extended marketplace reach using the
Company's household coverage.
Solo Mail
Solo mail services include addressing and processing brochures and circulars
for an individual customer for distribution through the USPS. Each customer
bears the full cost of postage and handling for each mailing. Customers
choosing this form of direct mail are generally those who wish to maintain an
exclusive image and complete control over the timing and the target of their
mailings, or who want to mail to areas where the Company does not have a
shared mail program
The Company processes solo mail using its own mailing list or lists supplied
by the customer. The Company charges a processing fee based on the solo mail
services rendered.
Other Products and Services
The Company rents portions of its mailing list, through a specialized firm
hired by the Company, to organizations interested in distributing their own
mailings. The Company may or may not perform the associated distribution
services for the customer.
MailCoups, Inc. ("MailCoups"), a wholly owned subsidiary of ADVO, is a
franchise-based cooperative coupon mail company headquartered in Avon, MA.
This company, operating under the trade name of Super Coups, is a leader in
creating and distributing attractive, cost-effective targeted coupons in a
distinctive envelope format for local neighborhood merchants via an extended
network of franchise owners. At the end of fiscal 2001, MailCoups had
approximately 280 franchise units in 21 states.
The Company established its ShopWise.com subsidiary to focus on the
continuing development of the Company's Internet-related business initiatives,
including e-commerce related print advertising,
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on-line concepts, and the development of its consumer web-site, ShopWise.com.
This site is personalized to a member's zip code and shopping preferences and
allows retailers to electronically target promotions and values to consumers.
During fiscal 2001 and 2000, the Company executed two types of strategic
initiatives, which complement and expand the Company's core advertising
programs by meeting a wider range of client needs in markets already served
through targeted distribution. At the end of fiscal 2001, the Company was
participating in a total of five newspaper alliances. The formation of
newspaper alliances offers clients a new integrated print advertising solution
which combines targeted direct mail with newspaper distribution. The Company's
second strategic initiative was the introduction of additional in-home mailing
dates. These additional programs offer existing clients added targeting
capabilities through delivery on weekends and also provide new opportunities
with clients who traditionally prefer weekend in-home dates. At the end of
fiscal 2001, the Company had additional mailing programs in three existing
markets, Albuquerque, Las Vegas and Detroit.
During fiscal 2001, the Company made two acquisitions. The acquisitions were
accounted for under the purchase method of accounting and, accordingly, the
results of operations of the acquired companies were included in the
consolidated statements of operations from their acquisition date.
On November 2, 2000, the Company announced the acquisition of Mail Marketing
Systems, Inc., ("MMSI") a privately held direct mail advertising company
located in Jessup, Maryland. The acquisition of MMSI complements ADVO's core
distribution network by providing additional shared mail coverage to
approximately 3.2 million households in 70 smaller market areas not served by
ADVO prior to the acquisition. MMSI also provides solo direct mail advertising
for its clients. Prior to the acquisition, MMSI was a member of the Company's
A.N.N.E. network.
On April 19, 2001, the Company announced the acquisition of the New Jersey
Shoppers Guide ("NJ Shopper"). The NJ Shopper is a weekly direct mail shopper
which is distributed in Southern New Jersey. The NJ Shopper has a weekly
circulation of approximately 400,000 that supplements the Company's current
distribution and provides infrastructure for potential further expansion.
Mailing List
ADVO's management believes its computerized mailing list is the largest
residential/household mailing list in the country. It contains over 123
million delivery points (constituting nearly all of the households in the
United States). The Company's management believes that the list is
particularly valuable and that replication in its entirety by competitors
would be extremely difficult and costly. The list enables the Company to
target mailings to best serve its customers.
Customer Base
Typically, the Company's customers are those businesses whose products and
services are used by the general population. These businesses (including
supermarkets, quick serve restaurants, drug stores, discount and department
stores and home furnishings retailers) require continuous advertising to a
mass audience. The enhanced targeting capabilities of the Company's
distribution system has led to the development of opportunities for new
customer categories, such as, telecommunications, insurance, financial
services, and entertainment companies. In fiscal 2001 and 2000, no one
customer accounted for more than 6% of the Company's sales and in fiscal 1999,
no one customer accounted for more than 7%.
Operations
Customers' advertising circulars are processed by approximately 1,800
production employees who work at 20 mail processing facilities which are
strategically located throughout the nation. Inserting
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machines (which combine the individual advertising pieces into the mailing
packages), and addressing and labeling equipment are the principal pieces of
equipment used to process the Company's products and services. At several of
the Company's production facilities, the Alphaliner, which is a computerized
mail collator/inserter, is being utilized. The Alphaliner offers higher speed
and capacity, enhanced productivity, computerized controls which automate
order processing, electronically integrates with other machines, and links to
ADVO's order fulfillment system. The Company has integrated the Alphaliner
technology into many of its mail processing facilities. Conversion of the
remaining facilities will continue over the next three to five years.
In all 20 of ADVO's mail processing facilities, the transportation
department analyzes and sorts all mailings to the appropriate destination USPS
facility. Each of the Company's facilities has a Detached Mail Unit ("DMU")
where the USPS is on site and verifies and accepts all of ADVO's mailings. The
Company's mail is accepted under an optional procedure which compares
financial, production and other business records in lieu of the standard
verification procedures of weighing the mail in bulk. Approximately 90% of the
time, the Company then ships the mail directly to the local post office for
final delivery by the individual postal carrier. The Company tracks the mail
from its departure at our mail processing facilities to its final destination
at local post offices to ensure timely and proper receipt of client's
requested in-home delivery dates.
MailCoups operates a cooperative direct mail coupon advertising business by
performing printing and distribution services for the franchisees at its one
production facility. MMSI operates under a business model and environment
similar to ADVO's at its one production facility. MMSI provides shared mail
programs predominately in the Mid-Atlantic states, as well as a full range of
solo mail services and has the ability to partner with newspapers in providing
Total Market Coverage ("TMC") services.
The Company entered into an agreement with IBM Global Services ("IBM"), to
provide computer processing, systems development, and systems legacy support
to the Company. The Company's regions, sales offices and corporate
headquarters are on-line with this computer center, which enables the day-to-
day processing functions to be performed and provides corporate headquarters
with management information. The systems include: order processing and
production control, transportation/distribution, address list maintenance,
market analysis, label printing and distribution, billing and financial
systems, human resources and payroll processing, and carrier routing of
addresses received from customer files and demographic analyses. The Company
also has agreements with IBM to provide for a customer support center (help
desk) and client server (server farm) management services.
Competition
In general, the printed advertising market is highly competitive with
companies competing primarily on the basis of ability to target selected
potential customers on a cost-effective basis and speed of delivery. ADVO's
competitors for the delivery of retail and other printed advertising are
numerous, and include newspapers, regional and local mailers, direct marketing
firms, "shoppers" and "pennysavers."
Newspapers represent the Company's most significant and direct competition.
Through the distribution of preprinted circulars, classified advertising and
run of press advertising ("ROP"), newspapers have historically been the
traditional and dominant medium for advertising by retailers. Insertion rates
are highly competitive and many newspapers' financial resources are
substantial.
ADVO's principal direct marketing competitors are other companies with
residential lists and similar cooperative mailing programs. These companies
have a significant presence in many of the Company's markets and represent
serious competition to the Company's ShopWise(TM) shared mail program in those
markets.
4
There are local mailers in practically every market of the country. In
addition to local mailers, there are many local private delivery services such
as shoppers and pennysavers which compete by selling ROP advertisements and
classified advertisements. ADVO believes that it competes effectively in its
various markets.
Seasonality
ADVO's business generally follows the trends of retail advertising spending.
The Company has historically experienced higher revenues in the second half of
the calendar year.
Research and Development
Expenditures of the Company in research and development during the last
three years have not been material.
Environmental Matters
The Company believes that it is substantially in compliance with all
regulations concerning the discharge of materials into the environment, and
such regulations have not had a material effect on the capital expenditures or
operations of the Company.
Raw Materials
The Company manages approximately 45,000 tons of paper per year through its
printing network on behalf of its print vendors. ADVO has agreements with
various paper suppliers and print vendors to assure continuity of supply as
well as supply of proper paper grades at competitive prices.
Employees
As of September 29, 2001, the Company had a total of approximately 4,100
full and part-time employees. ADVO also uses outside temporary employees for
the outsourcing of certain production jobs and during busy seasons.
ADVO has one union contract, covering production employees in the Hartford,
Connecticut branch. The Company believes that its relations with its employees
are satisfactory.
Forward Looking Statements
This Report on Form 10-K contains certain forward looking statements
regarding the Company's results of operations and financial position within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward looking statements are based on current information and
expectations and are subject to risks and uncertainties which could cause the
Company's actual results to differ materially from those in the forward
looking statements. Such risks and uncertainties include but are not limited
to: changes in customer demand and pricing; the possibility of consolidation
throughout the retail sector, the impact of economic and political conditions
on retail advertising spending and our distribution system; postal and paper
prices; possible governmental regulation or legislation affecting aspects of
the Company's business; the efficiencies achieved with technology upgrades;
the amount of shares the Company will purchase in the future under its buyback
program; fluctuations in interest rates related to the outstanding debt; and
other general economic factors.
5
ITEM 2. Properties
ADVO does not own any real estate except for its corporate headquarters. The
corporate headquarters, located in Windsor, Connecticut, consist of two
buildings totaling approximately 136,000 square feet. The Company leases 22
production facilities, including the MailCoups and MMSI facilities, and
approximately 60 sales offices (which excludes the sales offices that are
located in the mail processing facilities) throughout the United States. The
Company believes its facilities are suitable and adequate for the purposes for
which they are used and are adequately maintained. All of the Company's
production facilities are maintained and monitored by a professional security
firm. Access to the facilities is strictly limited to authorized personnel
only.
ITEM 3. Legal Proceedings
ADVO is party to various lawsuits and regulatory proceedings which are
incidental to its business and which the Company believes will not have a
material adverse effect on its consolidated financial condition, liquidity or
results of operations.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
ADVO's 2001 Annual Report to Stockholders includes on page 37 under the
caption "Quarterly Financial Data (Unaudited)" the reported high and low
market prices of ADVO's common stock for the past two fiscal years, and such
information is incorporated herein by reference and made a part hereof (see
Exhibit 13).
During fiscal years ended September 29, 2001, September 30, 2000, and
September 25, 1999, the Company declared no cash dividends. The Company is
currently subject to debt covenants regarding future cash dividends exceeding
$.025 per share as stipulated in its credit agreement dated December 9, 1999,
with Chase Manhattan Bank.
The closing price as of November 23, 2001 of the Company's common stock,
under the symbol AD, on the New York Stock Exchange as reported in The Wall
Street Journal was $39.15 per share. The approximate number of holders of
record of the common stock on November 23, 2001 was 631.
During fiscal 2001, the Company engaged in no sales of its securities that
were not registered under the Securities Act of 1933, as amended.
ITEM 6. Selected Financial Data
The information required by this item is included in ADVO's 2001 Annual
Report to Stockholders on page 19 under the caption "Selected Financial Data"
and is incorporated herein by reference and made a part hereof (see Exhibit
13).
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this item is included in ADVO's 2001 Annual
Report to Stockholders on pages 20 through 24 under the caption "Financial
Report" and is incorporated herein by reference and made a part hereof (see
Exhibit 13).
6
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is included in ADVO's 2001 Annual
Report to Stockholders on page 24 under the caption "Market Risk" and is
incorporated herein by reference and made a part hereof (see Exhibit 13).
ITEM 8. Financial Statements and Supplementary Data
ADVO's consolidated financial statements, together with the Report of
Independent Auditors thereon dated October 16, 2001 appearing on pages 25
through 38 of ADVO's 2001 Annual Report to Stockholders, are incorporated
herein by reference and made a part hereof (see Exhibit 13).
The selected quarterly information required by this item is included under
the caption "Quarterly Financial Data (Unaudited)" on page 37 of ADVO's 2001
Annual Report to Stockholders and is incorporated herein by reference and made
a part hereof (see Exhibit 13).
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information required by this item, to the extent not set forth below,
appears on pages 3 and 4 of the Company's definitive proxy statement dated
December 13, 2001 for the annual meeting of stockholders to be held on January
17, 2002 (the "Proxy Statement"), under the caption "Election of Directors,"
and on page 6 of the Proxy Statement under the subcaption "Section 16(a)
Beneficial Ownership Reporting Compliance", and is incorporated herein by
reference and made a part hereof.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Position With Company
---- --- ---------------------
Gary M. Mulloy.......... 56 Chairman and Chief Executive Officer
Donald E. McCombs....... 45 Executive Vice President--President, ADVO Operations Group
Myron L. Lubin.......... 61 Executive Vice President--Strategic Business Development
Julie Abraham........... 43 Senior Vice President and Chief Financial Officer
David Barber............ 40 Senior Vice President--Chief Marketing Officer
John S. Dearing......... 47 Senior Vice President--Security Management
Vince Giuliano.......... 54 Senior Vice President--Government Relations
Edwin Harless........... 54 Senior Vice President--Chief Human Resources Officer
Stephanie Molnar........ 42 Senior Vice President--Client Logistics
A. Brian Sanders........ 40 Senior Vice President--Sales and Client Marketing
David Stigler........... 58 Senior Vice President--Chief Legal and Public Affairs
Officer, General Counsel and Corporate Secretary
B. Kabe Woods........... 46 Senior Vice President--Targeting and Network Management
Christopher T. Hutter... 35 Vice President--Treasurer and Investor Relations
Mr. Mulloy became Chairman of the Board on June 28, 1999 and Chief Executive
Officer on January 1, 1999. From November 1996 to December 1998, he was
President and Chief Operating Officer. Mr. Mulloy was elected to the Board of
Directors on December 3, 1996. From 1990 to October 1996, he was President and
Chief Executive Officer of Pilkington Barnes-Hind, Inc., a division of
Pilkington Vision Care.
7
Mr. McCombs became Executive Vice President--President, ADVO Operations
Group on October 26, 2001. Prior to that, he held various positions with the
Company since 1987, including most recently, Executive Vice President and
Chief Financial Officer from December 1998 to October 2001, Senior Vice
President and Chief Financial Officer from November 1997 to November 1998 and
Vice President--Financial Planning and Investor Relations from 1989 to October
1997.
Mr. Lubin became Executive Vice President--Strategic Business Development on
April 12, 2000. Prior to that, he held various positions with the Company
since 1981 including most recently, Executive Vice President--Marketing and
Sales from November 1998 to April 2000 and Senior Vice President--Chief Sales
Officer from December 1995 to October 1998.
Ms. Abraham became Senior Vice President and Chief Financial Officer on
October 26, 2001. Prior to that, she held various positions with the Company
since 1985, including most recently, Senior Vice President of Finance and
Controller from August 2000 to October 2001, Vice President and Controller
from November 1998 to July 2000, Vice President--Financial Planning and
Investor Relations from November 1997 to October 1998 and Vice President--
Shared Financial Services from August 1995 to November 1997.
Mr. Barber became Senior Vice President--Chief Marketing Officer on May 2,
2001. Prior to that, he held various positions with Warner-Lambert Consumer
Healthcare, including Vice President of New Markets from January 2000 to April
2001, Business Unit Director Complementary Medicine from April 1998 to
December 1999, European Brand Director from July 1997 to March 1998 and Group
Product Manager from August 1995 to June 1997.
Mr. Dearing became Senior Vice President--Security Management on October 26,
2001. Prior to that he held various positions with the Company since 1998,
including Senior Vice President--Fulfillment from April 2000 to October 2001,
Senior Vice President--Operations from July 1999 to April 2000 and Vice
President of Resource Management and Logistics from February 1998 to June
1999. From December 1995 to February 1998, he was Senior Director of
Operations at Anchor Glass Container Corporation.
Mr. Giuliano has been Senior Vice President--Government Relations since
October 28, 1996. From April 1983 to October 1996, he was Vice President--
Government Relations.
Mr. Harless became Senior Vice President--Chief Human Resources Officer on
August 14, 2000. Prior to that, he held various positions at Aventis-Behring
("Aventis"), a subsidiary of Aventis, S.A., the world's largest life science
company, including Senior Vice President and General Manager from October 1997
to August 2000 and Vice President of Human Resources from 1995 to October
1997.
Ms. Molnar became Senior Vice President--Client Logistics on March 2, 2000.
Prior to that, she has held various positions with the Company since 1983,
including most recently, Regional Vice President of the Mid-Atlantic Region
from December 1995 to March 2000.
Mr. Sanders became Senior Vice President--Sales and Client Marketing on
February 11, 1999. From May 1997 to February 1999, he was Senior Vice
President--Chief Marketing Officer. For the five years prior to that, he held
several executive positions at Pilkington Barnes-Hind, Inc., a division of
Pilkington Vision Care.
Mr. Stigler has been Senior Vice President--Chief Legal and Public Affairs
Officer and General Counsel since January 1990. He has also served as Vice
President and General Counsel and the Company's Secretary since August 1986.
8
Mr. Woods became Senior Vice President--Targeting and Network Management on
October 26, 2001. Prior to that, he has held various positions with the
Company since 1997, including Senior Vice President--Targeting and
Technologies from April 2000 to October 2001 and Senior Vice President--Chief
Information Officer from September 1997 to April 2000. From November 1995 to
August 1997, he was Director--End User Services of Lucent Technologies.
Mr. Hutter became Vice President, Treasurer and Investor Relations on
October 28, 1999. Prior to that, he held various positions with the Company
since 1993, including, Vice President, Assistant Treasurer and Investor
Relations from October 1998 to October 1999 and Director of Financial Planning
from April 1996 to October 1998.
The Company is not aware of any family relationships between any of the
foregoing officers and any of the Company's directors. Each of the foregoing
officers holds such office until his or her successor shall have been duly
chosen and shall have been qualified, or until his or her earlier resignation
or removal.
ITEM 11. Executive Compensation
The information required by this item is included under the caption
"Executive Compensation" on pages 6 through 18 (except for those portions
appearing under the subcaptions "Report of the Compensation and Nomination
Committee", "Company Financial Performance", and "Audit Committee Report"),
and "Governance of the Company" on pages 2 and 3, of ADVO's Proxy Statement
and is incorporated herein by reference and made a part hereof.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is included under the captions
"Security Ownership of Certain Beneficial Owners" and "Security Ownership of
Management" on page 2 and 5, respectively, of ADVO's Proxy Statement and is
incorporated herein by reference and made a part hereof.
ITEM 13. Certain Relationships and Related Transactions
None.
9
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports On Form 8-K
(a)(1) Financial Statements. See the Index to Financial Statements and
Financial Statement Schedules on page F-1.
(2) Financial Statement Schedules. See the Index to Financial Statements
and Financial Statement Schedules on page F-1.
(3) Exhibits. The following is a list of the exhibits to this Report:
Exhibit
No. Exhibit Where Located
------- ------- -------------
3(a) Restated Certificate of Incorporation Incorporated by reference to Exhibit
of ADVO. 3(a) to the Company's Form 10 filed on
September 15, 1986 (No. 1-11720.)
3(b) Restated By-laws of ADVO. Incorporated by reference to Exhibit
3(b) to the Company's Form 8-K dated
July 21, 1999.
4(a) Stockholder Protection Rights Incorporated by reference to Exhibit
Agreement, dated as of February 5, 4.1 of the Company's Form 8-K dated
1993, between the Company and Mellon February 5, 1993.
Securities Trust Company, as Rights
Agent, including Exhibit A and Exhibit
B.
10(a) Executive Severance Agreements, dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and the 10(m) to the Company's Annual Report
executive officers named therein.* on Form 10-K for the fiscal year ended
September 30, 1995.
10(b) Information Technology Agreement dated Incorporated by reference to Exhibit
as of July 16, 1996 between ADVO and 10(o) to the Company's Annual Report
Integrated Systems Solutions on Form 10-K for the fiscal year ended
Corporation. September 28, 1996.
10(c) Executive Severance Agreement dated Incorporated by reference to Exhibit
November 4, 1996 between ADVO and Gary 10(m) to the Company's Annual Report
M. Mulloy.* on Form 10-K for the fiscal year ended
September 28, 1996.
10(d) Executive Severance Agreement dated Incorporated by reference to Exhibit
May 19, 1997 between ADVO and A. Brian 10(k) to the Company's Annual Report
Sanders.* on Form 10-K for the fiscal year ended
September 27, 1997.
10(e) Employment Agreement dated July 31, Incorporated by reference to Exhibit
1998 between ADVO and Gary M. Mulloy.* 10(m) to the Company's Annual Report
on Form 10-K for the fiscal year ended
September 26, 1998.
10(f) Executive Severance Agreements dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and the 10(n) to the Company's Annual Report
executive officers named therein.* on Form 10-K for the fiscal year ended
September 26, 1998.
10
Exhibit
No. Exhibit Where Located
------- ------- -------------
10(g) Executive Severance Agreement dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and 10(o) to the Company's Annual Report
David Stigler.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(h) Executive Severance Agreement dated Incorporated by reference to Exhibit
August 6, 1997 between ADVO and 10(r) to the Company's Annual Report
B. Kabe Woods.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(i) Consulting Agreement dated December 1, Incorporated by reference to Exhibit
1998 between ADVO and Robert 10(s) to the Company's Annual Report
Kamerschen.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(j) 1998 Incentive Compensation Plan.* Incorporated by reference to Exhibit A
to the Company's definitive Proxy
Statement for the annual meeting held
on January 21, 1999.
10(k) Executive Severance Agreement dated Incorporated by reference to Exhibit
September 20, 1999 between ADVO and 10(q) to the Company's Annual Report
John S. Dearing.* on Form 10-K for the fiscal year ended
September 25, 1999.
10(l) Executive Severance Agreement dated Incorporated by reference to Exhibit
September 27, 1999 between ADVO and 10(r) to the Company's Annual Report
Christopher T. Hutter.* on Form 10-K for the fiscal year ended
September 25, 1999.
10(m) Amended and Restated Credit Agreement Incorporated by reference to Exhibit
dated December 9, 1999 between ADVO 99(b) of the Company's Form 8-K dated
and a syndicate of lenders led by December 9, 1999.
Chase Manhattan Bank as Administrative
Agent.
10(n) The ADVO Deferred Compensation Plan.* Incorporated by reference to Exhibit
4(a) of the Company's Form S-8 filed
on October 6, 2000.
10(o) The ADVO Deferred Compensation Plan Incorporated by reference to Exhibit
Trust.* 4(e) of the Company's Form S-8 filed
on October 6, 2000.
10(p) Executive Severance Agreement dated Incorporated by reference to Exhibit
January 4, 1999 between ADVO and 10(p) to the Company's Annual Report
Donald McCombs.* on Form 10-K for the fiscal year ended
September 30, 2000.
10(q) Executive Severance Agreement dated Incorporated by reference to Exhibit
July 10, 2000 between ADVO and 10(q) to the Company's Annual Report
Stephanie Molnar.* on Form 10-K for the fiscal year ended
September 30, 2000.
10(r) Executive Severance Agreement dated Incorporated by reference to Exhibit
July 31, 2000 between ADVO and Julie 10(r) to the Company's Annual Report
Abraham.* on Form 10-K for the fiscal year ended
September 30, 2000.
11
Exhibit
No. Exhibit Where Located
------- ------- -------------
10(s) Executive Severance Agreement dated Incorporated by reference to Exhibit
August 14, 2000 between ADVO and Edwin 10(s) to the Company's Annual Report
L. Harless.* on Form 10-K for the fiscal year ended
September 30, 2000.
10(t) Employment Agreement dated August 21, Incorporated by reference to Exhibit
2000 between ADVO and Beth Bronner.* 10(u) to the Company's Annual Report
on Form 10-K for the fiscal year ended
September 30, 2000.
10(u) Agreement dated April 24, 2001 between Incorporated by reference to Exhibit
ADVO and Beth Bronner.* 10 to the Company's Quarterly Report
on Form 10-Q for the quarter ended
March 31, 2001.
10(v) Executive Severance Agreement dated Filed herewith.
March 7, 2001 between ADVO and David
Barber.*
13 2001 Annual Report to Stockholders. Furnished herewith; however, such
report, except for those portions
thereof which are expressly
incorporated by reference into this
Annual Report on Form 10-K, is for the
information of the Commission and is
not deemed "filed."
21 Subsidiaries of the Registrant. Filed herewith.
23 Consent of Independent Auditors. Filed herewith.
24 Power of Attorney. See signature page.
--------
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to item 14(c) of this report.
(b) Reports on Form 8-K.
A report on Form 8-K dated October 26, 2001 was filed by the Company
subsequent to the year ended September 29, 2001. The Form 8-K reported under
item 5 thereof the Company's announcement of three internal executive level
promotions: Donald McCombs from Executive Vice President ("EVP") and Chief
Financial Officer to EVP--President of the ADVO Operations Group, Julie
Abraham from Senior Vice President ("SVP") of Finance and Controller to SVP
and Chief Financial Officer, and John Dearing from SVP of Fulfillment to SVP
of Security Management.
12
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.
December 13, 2001
Date: _______________________________ ADVO, Inc.
/s/ Julie Abraham
By: _________________________________
Julie Abraham
Senior Vice President
and Chief Financial
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. Each person whose
signature appears below hereby constitutes David M. Stigler and Julie Abraham,
and each of them singly, such person's true and lawful attorneys, with full
power to them and each of them, to sign for such person and in such person's
name and capacity as indicated below, any and all amendments to this report,
hereby ratifying and confirming such person's signature as it may be signed by
said attorneys to any and all amendments.
Date Signature Title
December 13, 2001 /s/ Gary M. Mulloy Chairman, Chief Executive
---------------------------- Officer and Director
Gary M. Mulloy (Principal Executive
Officer)
December 13, 2001 /s/ Julie Abraham Senior Vice President and
---------------------------- Chief Financial Officer
Julie Abraham (Principal Financial
Officer and Principal
Accounting Officer)
December 13, 2001 /s/ Todd Brown Director
----------------------------
Todd Brown
December 13, 2001 /s/ Bruce Crawford Director
----------------------------
Bruce Crawford
December 13, 2001 /s/ David F. Dyer Director
----------------------------
David F. Dyer
December 13, 2001 /s/ John J. Mahoney Director
----------------------------
John J. Mahoney
December 13, 2001 /s/ Howard H. Newman Director
----------------------------
Howard H. Newman
December 13, 2001 /s/ John R. Rockwell Director
----------------------------
John R. Rockwell
December 13, 2001 /s/ John L. Vogelstein Director
----------------------------
John L. Vogelstein
13
ADVO, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Page
----
Report of independent auditors........................................... *
Consolidated statements of operations for the years ended September 29,
2001, September 30, 2000, and September 25, 1999........................ *
Consolidated balance sheets at September 29, 2001 and September 30,
2000.................................................................... *
Consolidated statements of cash flows for the years ended September 29,
2001, September 30, 2000, and September 25, 1999........................ *
Consolidated statements of changes in stockholders' equity (deficiency)
for the years ended September 29, 2001, September 30, 2000, and
September 25, 1999...................................................... *
Notes to consolidated financial statements............................... *
Consolidated Schedules
II--Valuation and Qualifying Accounts.................................. F-2
All other schedules have been omitted since the required information is not
present.
--------
* Incorporated herein by reference from pages 25 to 38 of the ADVO, Inc. 2001
Annual Report to Stockholders.
F-1
ADVO, Inc.
Schedule II -- Valuation and Qualifying Accounts
(In thousands)
Column A Column B Column C Column D Column E
-------- ------------ ------------------- ---------- ----------
Additions
-------------------
Balance at Charged to Charged Deductions Balance at
beginning of costs and to other from end of
Description period expenses accounts reserves period
----------- ------------ ---------- -------- ---------- ----------
Year ended September 25,
1999:
Allowances for sales
adjustments............ $ 1,996 $ -- $5,606(b) $ 5,610 $ 1,992
Allowances for doubtful
accounts............... 2,628 5,088 -- 5,603(a) 2,113
Restructuring reserve... 287 -- -- 168 119
Accumulated amortization
Goodwill............... 2,378 784 -- -- 3,162
Accumulated amortization
Intangibles............ 6,729 726 -- -- 7,455
------- ------ ------ ------- -------
$14,018 $6,598 $5,606 $11,381 $14,841
======= ====== ====== ======= =======
Year ended September 30,
2000:
Allowances for sales
adjustments............ $ 1,992 $ -- $6,015(b) $ 5,798 $ 2,209
Allowances for doubtful
accounts............... 2,113 8,239 -- 7,624(a) 2,728
Restructuring reserve... 119 -- -- 119 --
Accumulated amortization
Goodwill............... 3,162 891 -- -- 4,053
Accumulated amortization
Intangibles............ 7,455 568 -- -- 8,023
------- ------ ------ ------- -------
$14,841 $9,698 $6,015 $13,541 $17,013
======= ====== ====== ======= =======
Year ended September 29,
2001:
Allowances for sales
adjustments............ $ 2,209 $ -- $7,486(b) $ 6,936 $ 2,759
Allowances for doubtful
accounts............... 2,728 7,169 -- 6,571(a) 3,326
Accumulated amortization
Goodwill............... 4,053 1,594 -- -- 5,647
Accumulated amortization
Intangibles............ 8,023 381 -- -- 8,404
------- ------ ------ ------- -------
$17,013 $9,144 $7,486 $13,507 $20,136
======= ====== ====== ======= =======
--------
(a) Write off of uncollectible accounts, net of recoveries on accounts
previously written off.
(b) Reduction of revenues.
F-2