ADVO, INC.
FORM 10-K
SEPTEMBER 28, 2002
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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 28, 2002
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.
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(Exact name of registrant as specified in its charter)
Delaware 06-0885252
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Univac Lane, P.O. Box 755, Windsor, CT 06095-0755
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(Address of principal executive offices) (Zip Code)
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
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
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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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant at November 22, 2002 was $647,324,333. On that date, there were
19,829,748 outstanding shares of the registrant's common stock.
Documents Incorporated by Reference:
Portions of the 2002 Annual Report to Stockholders are incorporated by reference
into Parts II and IV of this Report.
Portions of the Proxy Statement for the 2003 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 28, 2002
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 Matters......................................... 6
6. Selected Financial Data..................................... 7
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 7
7 A. 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 Financial 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.............. 10
14. Controls and Procedures..................................... 10
PART IV
15. 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 and Canada on a national,
regional and local basis. The Company's shared mail advertising programs reach
up to 102 million U.S. households on a weekly and monthly basis.
The Company satisfies clients of all types and sizes, with customized
targeting solutions for their marketing communication needs. 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 subscribers.
SHARED MAIL
In the Company's branded shared mail program (ShopWise(TM)), the
advertisements of several advertisers are combined into a single mail package.
The Company customizes 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 a program, or 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
1
cost advantage is available because the Company pays the total postage expense,
and advertisers are generally charged a selling price based on, among other
factors, the incremental weight of their promotional piece.
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 covering, on average,
approximately 65 million households in approximately 130 markets, in 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 32 million additional 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.
The Company established its ShopWise.com subsidiary to focus on the
continuing development of the Company's Internet-related business initiatives
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 subscribers.
MailCoups, Inc. ("MailCoups"), a wholly owned subsidiary of ADVO, is a
franchise-based cooperative coupon mail company headquartered in Avon,
Massachusetts. This company, operating under the trade name of Super Coups,
creates and distributes attractive, cost-effective targeted coupons in a
distinctive envelope format for local neighborhood merchants via an extended
network
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of franchise owners. At the end of fiscal 2002, MailCoups had approximately 220
franchise units in 24 states.
On June 5, 2002, the Company announced the acquisition of FACC Corporation
("FACC"), which includes both First Avenue and Breezeway Communications Inc.,
based in Toronto, Canada. FACC is an innovator in both the targeting and
distribution of in-home print advertising. Similar to ADVO, FACC uses a
proprietary software tool that leverages both geographic and demographic
information to help identify desirable audiences and targeted advertising
messages to consumers.
FACC's client base of approximately 100 companies includes most major
international food service/restaurant groups and international packaged goods
manufacturers. FACC distributes over 250 million pieces of advertising mail per
year to targeted segments of Canada's 11 million households. FACC was renamed
ADVO Canada.
The Company acquired the New Jersey Shoppers Guide ("NJ Shopper") in April
2001. 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 households that supplements the Company's current distribution.
In November 2000, the Company acquired 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 3.1 million
households in 60 smaller market areas not served by ADVO prior to the
acquisition. MMSI also provides solo direct mail advertising for its clients.
Acquisitions made by the Company in the past three fiscal years have been
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.
During the past three fiscal years, the Company executed 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. These initiatives include newspaper alliances, additional
in-home mailing dates and new rural expansion programs.
The formation of newspaper alliances offers clients a new integrated print
advertising solution which combines targeted direct mail with newspaper
distribution while synergizing distribution costs. By joining newspaper and
direct mail distribution, both clients and consumers benefit from the
efficiencies and enriched content of these targeted advertising offerings. At
the end of fiscal 2002, the Company was participating in five newspaper
alliances.
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 2002, the Company had additional mailings in these
existing markets, Albuquerque, Las Vegas, Detroit, Akron, Orange County/Los
Angeles and Houston (ShopWise(TM) Valores).
The additional mailing programs in Detroit and Orange County markets
represent newspaper alliances where the Company jointly distributes with local
newspapers a second weekly program. This strengthens print advertising options
for the Company's clients and creates a richer package with more attractive
choices for consumers.
The Company extended its core shared mail advertising program by
establishing its rural expansion program. Once a month, the Company reaches
approximately four million additional rural U.S. households and provides
targeted shared mail advertising coverage to areas which previously were only
serviced via solo mail.
3
MAILING LIST
ADVO's management believes its computerized mailing list is the largest
residential/household mailing list in the country. It contains over 126 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 furnishing retailers) require continuous advertising to a mass
audience. The enhanced targeting capabilities of the Company's distribution
system has lead to the development of opportunities for new customer categories,
such as, telecommunications, insurance, financial services, and entertainment
companies. The Company's targeting capabilities can also provide additional
opportunities for more effective advertising to existing customers who advertise
to a mass audience.
In fiscal 2002, 2001 and 2000, no one customer accounted for more than 6%
of the Company's sales.
OPERATIONS
Customers' advertising circulars are processed by approximately 1,700
production employees who work at 20 mail processing facilities which are
strategically located throughout the nation. Inserting 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. The Company is using the Alphaliner, which is a
computerized mail collator/inserter, at eight of its mail processing facilities.
The Alphaliner offers higher speed and capacity, enhanced productivity,
computerized controls which automate order processing, and is electronically
integrated with other machines, and links to ADVO's order fulfillment system.
The Alphaliner rollout to the remaining facilities is expected to continue.
In all 20 of ADVO's mail processing facilities, the transportation
department analyzes and sorts all mailings to the appropriate 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 100% of the mail in bulk. Approximately 90% of the time, the Company
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 and
monitors timely and proper delivery of client's advertisement on the requested
in-home delivery dates.
MailCoups operates a cooperative direct mail coupon advertising business by
performing print 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.
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, enabling the day-to-day processing functions
to be performed and providing corporate headquarters with management
information. The systems include: order processing and production control,
transportation/distribution, address list maintenance, market analysis, label
printing and distribu-
4
tion, billing and financial systems, human resources and payroll processing,
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 the 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
competition to the Company's ShopWise(TM) shared mail program in those markets.
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 28, 2002, the Company had a total of approximately 3,900
full and part-time employees. ADVO also uses outside temporary employees for the
outsourcing of certain production jobs and during busy seasons.
5
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 repurchase in the future under its buyback program;
fluctuations in interest rates related to the outstanding debt; and other
general economic factors.
ITEM 2. PROPERTIES
ADVO does not own any real estate except for its corporate headquarters.
The corporate headquarters, located in Windsor, Connecticut, consists of two
buildings totaling approximately 136,000 square feet. The Company leases 23
production facilities, including the MailCoups, MMSI and ADVO Canada facilities,
and approximately 50 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 2002 Annual Report to Stockholders includes on page 39 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 28, 2002, September 29, 2001, and
September 30, 2000, 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 JPMorgan Chase (formerly Chase Manhattan Bank).
The closing price as of November 22, 2002 of the Company's common stock,
under the symbol AD, on the New York Stock Exchange as reported in The Wall
Street Journal was $33.25 per share. The approximate number of holders of record
of the common stock on November 22, 2002 was 606.
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During fiscal 2002, 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 2002 Annual
Report to Stockholders on page 21 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 2002 Annual
Report to Stockholders on pages 22 through 27 under the caption "Financial
Report" and is incorporated herein by reference and made a part hereof (see
Exhibit 13).
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included in ADVO's 2002 Annual
Report to Stockholders on page 27 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, 2002 appearing on pages 28
through 40 of ADVO's 2002 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 39 of ADVO's 2002
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 12, 2002 for the annual meeting of stockholders to be held on January
16, 2003 (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.
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EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION WITH COMPANY
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Gary M. Mulloy....................... 57 Chairman and Chief Executive Officer
Edwin Harless........................ 55 Executive Vice President--Chief Administrative Officer
Myron L. Lubin....................... 62 Executive Vice President--President, Diversified
Business Group
Donald E. McCombs.................... 46 Executive Vice President--President, Operations Group
and Acting Chief Financial Officer
John S. Dearing...................... 48 Senior Vice President--Safety and Security
Vince Giuliano....................... 55 Senior Vice President--Government Relations
Stephanie Molnar..................... 43 Senior Vice President--Marketing and Client Logistics
A. Brian Sanders..................... 41 Senior Vice President--Sales and Business Development
David Stigler........................ 59 Senior Vice President--Chief Legal and Public Affairs
Officer and General Counsel and Corporate Secretary
B. Kabe Woods........................ 47 Senior Vice President--Targeting and Network Management
Christopher T. Hutter................ 36 Vice President--Treasurer and Investor Relations
John D. Speridakos................... 41 Vice President and Controller
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.
Mr. Harless became Executive Vice President--Chief Administrative Officer
on May 14, 2002. From August 2000 to May 2002 he was Senior Vice
President--Chief Human Resources Officer. 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.
Mr. Lubin became Executive Vice President--President, Diversified Business
Group (previously known as Strategic Business Development) on April 12, 2000.
Prior to that, he has 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.
Mr. McCombs became Executive Vice President--President, Operations Group on
October 26, 2001 and acting Chief Financial Officer as of November 12, 2002.
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. Dearing became Senior Vice President - Safety and Security on October
26, 2001. Prior to that, he has held various positions with the Company since
1998, including Senior Vice President--Fulfillment/Operations from July 1999 to
October 2001 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.
Ms. Molnar became Senior Vice President--Marketing and Client Logistics on
May 14, 2002. Prior to that, she held various positions with the Company since
1983, including most recently,
8
Senior Vice President--Client Logistics from March 2000 to May 2002 and Regional
Vice President of the Mid-Atlantic Region from December 1995 to March 2000.
Mr. Sanders became Senior Vice President--Sales and Business Development on
May 14, 2002. Prior to that, he held various positions with the Company since
1997 including Senior Vice President--Sales and Client Marketing from February
1999 to May 2002, and Senior Vice President--Chief Marketing Officer from May
1997 to February 1999. 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.
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.
Mr. Speridakos became Vice President and Controller on April 1, 2002. Prior
to that, he held the position of Vice President and Assistant Controller from
October 2001 to March 2002. From June 2000 to June 2001, he was Chief Financial
Officer for Aluminium.com. Prior to that, he served in the Controllership
capacity for Bloomberg L.P. from June 1998 to March 2000. From August 1987 to
November 1997, he was Corporate Controller for ASSA Abloy, Inc.
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 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 17 (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 on page 5, respectively, of ADVO's Proxy Statement and
is incorporated herein by reference and made a part hereof.
9
The following table presents information regarding the Company's equity
compensation plans at September 28, 2002:
NUMBER OF SECURITIES WEIGHTED AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE FOR
PLAN EXERCISE OF OUTSTANDING OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
CATEGORY OPTIONS, WARRANTS AND RIGHTS WARRANTS AND RIGHTS EQUITY COMPENSATION PLANS
-------- ---------------------------- -------------------- -------------------------
Equity compensation
plans approved by
shareholders(a)...... 2,055,114 $31.882 1,114,300
Equity compensation
plans not approved by
shareholders......... -- -- --
--------- ------- ---------
TOTAL................ 2,055,114 $31.882 1,114,300
========= ======= =========
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(a) -- Includes the 1998 Incentive Compensation Plan and the 1990 Non-Employee
Directors' Restricted Stock Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days prior to the filing of this Annual Report on Form 10-K, the
Company evaluated under the supervision and with the participation of
management, the principal executive officer and principal financial officer, the
design and operation of its disclosure controls and procedures to determine
whether they are effective in ensuring that the disclosure of required
information is made timely in accordance with the Exchange Act and the rules and
forms of the Securities and Exchange Commission.
The principal executive officer and principal financial officer concluded,
based on their review, that the Company's disclosure controls and procedures, as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c), are effective to ensure
that information required to be disclosed by the Company in reports it files
under the Exchange Act are recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission rules and
forms. No significant changes were made to the Company's internal controls or
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
PART IV
ITEM 15. 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.
10
(3) Exhibits. The following is a list of the exhibits to this Report:
EXHIBIT NO. EXHIBIT WHERE LOCATED
----------- ------- -------------
3(a) Restated Certificate of Incorporation of Incorporated by reference to
ADVO. Exhibit 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) Amended and Restated Stockholder Protection Incorporated by reference to Exhibit 4(a) of
Rights Agreement, dated as of February 10, the Company's Form 8-K dated November 25, 2002.
2003, between the Company and Mellon Investor
Services LLC, as Rights Agent, including
Exhibit A and Exhibit B.
10(a) Executive Severance Agreements, dated October Incorporated by reference to Exhibit 10(m) to
17, 1995 between ADVO and the executive the Company's Annual Report on Form 10-K for
officers named therein.* the fiscal year ended September 30, 1995.
10(b) Information Technology Agreement dated as of Incorporated by reference to Exhibit 10(o) to
July 16, 1996 between ADVO and Integrated the Company's Annual Report on Form 10-K for
Systems Solutions Corporation. the fiscal year ended September 28, 1996.
10(c) Executive Severance Agreement dated November Incorporated by reference to Exhibit 10(m) to
4, 1996 between ADVO and Gary M. Mulloy.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 28, 1996.
10(d) Executive Severance Agreement dated May 19, Incorporated by reference to Exhibit 10(k) to
1997 between ADVO and A. Brian Sanders.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 27, 1997.
10(e) Employment Agreement dated July 31, 1998 Incorporated by reference to Exhibit 10(m) to
between ADVO and Gary M. Mulloy.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 26, 1998.
10(f) Executive Severance Agreements dated October Incorporated by reference to Exhibit 10(n) to
17, 1995 between ADVO and the executive the Company's Annual Report on Form 10-K for
officers named therein.* the fiscal year ended September 26, 1998.
10(g) Executive Severance Agreement dated October Incorporated by reference to Exhibit 10(o) to
17, 1995 between ADVO and David Stigler.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 26, 1998.
10(h) Executive Severance Agreement dated August 6, Incorporated by reference to Exhibit 10(r) to
1997 between ADVO and B. Kabe Woods.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 26, 1998.
10(i) 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.
11
EXHIBIT NO. EXHIBIT WHERE LOCATED
----------- ------- -------------
10(j) Executive Severance Agreement dated September Incorporated by reference to Exhibit 10(q) to
20, 1999 between ADVO and John S. Dearing.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 25, 1999.
10(k) Executive Severance Agreement dated September Incorporated by reference to Exhibit 10(r) to
27, 1999 between ADVO and Christopher T. the Company's Annual Report on Form 10-K for
Hutter.* the fiscal year ended September 25, 1999.
10(l) Amended and Restated Credit Agreement dated Incorporated by reference to Exhibit 99(b) of
December 9, 1999 between ADVO and a syndicate the Company's Form 8-K dated December 9,
of lenders led by Chase Manhattan Bank as 1999.
Administrative Agent.
10(m) 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(n) The ADVO Deferred Compensation Plan Trust.* Incorporated by reference to Exhibit 4(e) of
the Company's Form S-8 filed on October 6, 2000.
10(o) Executive Severance Agreement dated January Incorporated by reference to Exhibit 10(p) to
4, 1999 between ADVO and Donald McCombs.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000.
10(p) Executive Severance Agreement dated July 10, Incorporated by reference to Exhibit 10(q) to
2000 between ADVO and Stephanie Molnar.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000.
10(q) Executive Severance Agreement dated July 31, Incorporated by reference to Exhibit 10(r) to
2000 between ADVO and Julie Abraham.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000.
10(r) Executive Severance Agreement dated August Incorporated by reference to Exhibit 10(s) to
14, 2000 between ADVO and Edwin L. Harless.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000.
10(s) Employment Agreement dated August 21, 2000 Incorporated by reference to Exhibit 10(u) to
between ADVO and Beth Bronner.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000.
10(t) Agreement dated April 24, 2001 between ADVO Incorporated by reference to Exhibit 10 to
and Beth Bronner.* the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001.
10(u) Executive Severance Agreement dated September Filed herewith.
5, 2001 between ADVO and John D. Speridakos.*
10(v) Agreement dated August 19, 2002 between ADVO Filed herewith.
and David Barber.*
12
EXHIBIT NO. EXHIBIT WHERE LOCATED
----------- ------- -------------
13 2002 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.
99(a) Certification of Periodic Report Pursuant to Filed herewith.
Section 906 of the Sarbanes-Oxley Act of
2002--Gary M. Mulloy.
99(b) Certification of Periodic Report Pursuant to Filed herewith.
Section 906 of the Sarbanes-Oxley Act of
2002--Donald E. McCombs.
------------
* 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 August 29, 2002 was filed by the Company and
reported under Item 5 thereof, the Company's announcement of the election of
Bobbie Gaunt to the Board of Directors.
Subsequent to the year ended September 28, 2002, the Company filed a Form
8-K dated November 12, 2002 and reported under Item 5 thereof, the Company's
announcement that Julie Abraham, Senior Vice President and Chief Financial
Officer ("CFO") had decided to leave ADVO for personal reasons. While the
Company recruits for a new CFO, Donald E. McCombs, Executive Vice
President--President Operations Group, will fill the role, a position he
previously held.
Subsequent to the year ended September 28, 2002, the Company filed a Form
8-K dated November 25, 2002 and reported under Item 5 thereof, the Company's
announcement that the Board of Directors had approved an amendment to extend the
expiration date of its Stockholder Protection Rights Plan to February 11, 2013,
as well as update the plan to reflect current market prices and benchmarks.
13
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.
Date: December 12, 2002 ADVO, Inc.
By: /s/ JOHN D. SPERIDAKOS
------------------------------------
JOHN D. SPERIDAKOS
VICE PRESIDENT AND CONTROLLER
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 JOHN D.
SPERIDAKOS, 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.
December 12, 2002 /s/ GARY M. MULLOY Chairman, Chief Executive Officer and
--------------------------------------- Director (Principal Executive
GARY M. MULLOY Officer)
December 12, 2002 /s/ DONALD E. MCCOMBS Executive Vice President--President,
--------------------------------------- Operations Group and Acting Chief
DONALD E. MCCOMBS Financial Officer
(Principal Financial Officer)
December 12, 2002 /s/ JOHN D. SPERIDAKOS Vice President and Controller
--------------------------------------- (Principal Accounting Officer)
JOHN D. SPERIDAKOS
December 12, 2002 /s/ TODD BROWN Director
---------------------------------------
TODD BROWN
December 12, 2002 /s/ DAVID F. DYER Director
---------------------------------------
DAVID F. DYER
December 12, 2002 /s/ BOBBIE GAUNT Director
---------------------------------------
BOBBIE GAUNT
December 12, 2002 /s/ JOHN J. MAHONEY Director
---------------------------------------
JOHN J. MAHONEY
December 12, 2002 /s/ HOWARD H. NEWMAN Director
---------------------------------------
HOWARD H. NEWMAN
December 12, 2002 /s/ JOHN R. ROCKWELL Director
---------------------------------------
JOHN R. ROCKWELL
December 12, 2002 /s/ JOHN L. VOGELSTEIN Director
---------------------------------------
JOHN L. VOGELSTEIN
14
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Gary M. Mulloy, Chairman and Chief Executive Officer of ADVO, Inc.,
certify that:
1) I have reviewed this annual report on Form 10-K of ADVO, Inc. (the
"registrant");
2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3) Based on my knowledge, the financial statements and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared; and
b) evaluated the effectiveness of this registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls;
6) The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ GARY M. MULLOY
--------------------------------------
Gary M. Mulloy
Chairman and Chief Executive Officer
Date: December 12, 2002
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Donald E. McCombs, Executive Vice President--President, Operations Group
and Acting Chief Financial Officer, certify that:
1) I have reviewed this annual report on Form 10-K of ADVO, Inc. (the
"registrant");
2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared; and
b) evaluated the effectiveness of this registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls;
6) The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ DONALD E. MCCOMBS
--------------------------------------
Donald E. McCombs
Executive Vice
President--President, Operations
Group and Acting Chief Financial
Officer
Date: December 12, 2002
ADVO, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
PAGE
----
Report of independent auditors.............................. *
Consolidated statements of operations for the years ended
September 28, 2002, September 29, 2001, and September 30,
2000...................................................... *
Consolidated balance sheets at September 28, 2002 and
September 29, 2001........................................ *
Consolidated statements of cash flows for the years ended
September 28, 2002, September 29, 2001, and September 30,
2000...................................................... *
Consolidated statements of changes in stockholders' equity
(deficiency) for the years ended September 28, 2002,
September 29, 2001, and September 30, 2000................ *
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 28 to 40 of the ADVO, Inc. 2002
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 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
======= ====== ====== ======= =======
Year ended September 28, 2002:
Allowances for sales adjustments... $ 2,759 $-- $8,277(b) $ 7,518 $ 3,518
Allowances for doubtful accounts... 3,326 8,086 -- 7,766(a) 3,646
Accumulated amortization
Intangibles...................... 8,404 363 -- -- 8,767
------- ------ ------ ------- -------
$14,489 $8,449 $8,277 $15,284 $15,931
======= ====== ====== ======= =======
------------
(a) Write off of uncollectible accounts, net of recoveries on accounts
previously written off.
(b) Reduction of revenues.
F-2