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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 27, 2003
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 Targeting Centre, Windsor, CT 06095-2639
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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 28, 2003 was $895,815,438. On that date, there were
30,120,521 outstanding shares of the registrant's common stock.
Documents Incorporated by Reference:
Portions of the 2003 Annual Report to Stockholders are incorporated by reference
into Parts II and IV of this Report.
Portions of the Proxy Statement for the 2004 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 27, 2003
PART I
ITEM PAGE
---- ----
1. Business.................................................... 1
2. Properties.................................................. 7
3. Legal Proceedings........................................... 7
4. Submission of Matters to a Vote of Security Holders......... 7
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 7
6. Selected Financial Data..................................... 7
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
7 A. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 8
8. Financial Statements and Supplementary Data................. 8
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 8
9 A. Controls and Procedures..................................... 8
PART III
10. Directors and Executive Officers of the Registrant.......... 8
11. Executive Compensation...................................... 10
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 10
13. Certain Relationships and Related Transactions.............. 11
14. Principal Accounting Fees and Services...................... 11
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 11
PART I
ITEM 1. BUSINESS
GENERAL
ADVO, Inc. ("ADVO" or the "Company") is a full service targeted in-home
print advertising 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 on
average, approximately 67 million U.S. households on a weekly basis and 105
million on a 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 Targeting Centre,
Windsor, Connecticut 06095.
PRODUCTS AND SERVICES
ADVO's direct mail marketing products and services include shared mail and
solo mail. ADVO provides ancillary services to complement 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 individual
advertisements of various businesses within a mailing radius are combined into a
single mail package. Because the cost of the postage is flat up to a certain
level, the clients share the savings of combining their advertisements.
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 customer's designated mailing area 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 enable
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.
1
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 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.
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,
Massachusetts. This company, operating under the trade name of SuperCoups,
creates and distributes 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 year 2003, MailCoups had
approximately 65 franchisees including 225 franchise units in 23 states.
In June 2002, the Company acquired 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 target 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 approximately 240 million pieces of advertising
mail per year to targeted segments of Canada's 12 million households. FACC was
renamed ADVO Canada subsequent to their acquisition.
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.
2
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 4.2 million
households in 75 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.
The Company has executed strategic initiatives by developing new products
and new ways of doing business as platforms for growth. These initiatives
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 additional in-home mailing dates and newspaper
alliances.
The Company's introduction of additional in-home mailing dates in existing
markets offers existing clients added targeting capabilities through delivery on
weekends and also provides new opportunities with clients who traditionally
prefer weekend in-home dates. At the end of fiscal year 2003, the Company had
stand-alone additional mailings in these existing markets: Albuquerque, Las
Vegas, Akron and Houston.
The formation of newspaper alliances offers clients a new integrated print
advertising solution that 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. These
alliances take two forms. In one, ADVO distributes the combined advertising
packages, primarily by mail, weekly to every household in the market that is not
a daily subscriber to the newspaper partner. The newspaper then distributes our
combined advertising material by hand (through its regular carrier delivery) to
its subscribers, covering the market in full. The markets covered in fiscal year
2003 included: Boston, Denver, Los Angeles, Bridgeport, St Petersburg, Northern
California, and Southern Connecticut.
The additional mailing programs in the Detroit and Orange County markets
represent the second form of newspaper alliances. The alliances in these markets
create a second weekly distribution package comprised of advertisements provided
by both parties. These packages are distributed jointly to every household in
the market. This strengthens print advertising options for the Company's clients
and creates a richer package with more attractive choices for consumers.
DISTRIBUTION NETWORK
ADVO's distribution network offers a diversified approach to delivering its
clients' messages.
The Company's core distribution network is represented by the weekly
ShopWise(TM) program. ShopWise(TM) is a weekly distribution program covering, on
average, approximately 67 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 mailing frequency are a key determinate of
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."), comprising of regional shared mail companies, which provides its
clients with extended coverage outside the markets already served by the
Company. Approximately 33 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. Con-
3
versely, A.N.N.E. enables participating members (shared mail companies) to offer
their clients extended marketplace reach using the Company's household coverage.
The Company extended its core shared mail advertising program by
establishing its rural expansion program. Once a month, the Company reaches
approximately five million rural U.S. households and provides targeted shared
mail advertising coverage to areas that previously were only served via solo
mail.
These programs, along with the additional-in-home distributions and
newspaper alliances, comprise the Company's vast distribution network reaching
over 105 million homes.
MAILING LIST
ADVO's management believes its computerized mailing list is the largest
residential/household mailing list in the country. It contains over 128 million
addresses (constituting nearly all of the households in the United States). The
Company has enhanced the list by acquiring 12 million business addresses, which
have been integrated into the household file in walk sequence order. 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 have led 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 years 2003, 2002 and 2001, no one customer accounted for more
than 6% of the Company's sales.
OPERATIONS
Customers' advertising circulars are processed by approximately 1,600
production employees who work at 23 processing facilities strategically located
throughout the U.S. and Canada. Inserting machines (which collate the individual
advertising pieces into the packages), and addressing and labeling equipment are
the principal pieces of equipment used to process the Company's products and
services which are distributed by the USPS, private carrier delivery and
Canadian Post. 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 22 of ADVO's processing facilities, excluding Canada, 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 that 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
4
its departure at our processing facilities to its final destination at local
post offices and monitors timely and proper delivery of the 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. MMSI provides shared mail programs predominantly in the
Mid-Atlantic states, as well as a full range of solo mail services. At the end
of fiscal 2003, MMSI's production facility was relocated to an existing Company
processing facility.
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 regional production sites, 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 distribution, 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 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 on 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 slightly higher revenues in
the second half of the fiscal year.
RESEARCH AND DEVELOPMENT
Company expenditures in research and development during the last three
years have not been material.
5
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 the supply of paper 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 27, 2003, the Company had a total of approximately 3,800
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 includes forward looking statements 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 that could cause the Company's actual
results to differ materially from those in the forward looking statements. The
Company's business is promotional in nature, and ADVO serves its clients on a
"just in time" basis. As a result, fluctuations in the amount, timing, pages and
weight, and kinds of advertising pieces can vary significantly from week to
week, depending on its customers' promotional needs, inventories and other
factors. In any particular quarter these transactional fluctuations are
difficult to predict and can materially affect the Company's revenue and profit
results. The Company's business contains additional risks and uncertainties
which include but are not limited to: general 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 number 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.
WEBSITE ACCESS TO COMPANY REPORTS AND OTHER INFORMATION
We make available free of charge through our website, www.advo.com, our
Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K as soon as reasonably practicable after such material is
electronically filed with the Securities and Exchange Commission. Our internet
website and the information contained therein or incorporated therein are not
intended to be incorporated into this Annual Report on Form 10-K.
We have adopted a Code of Business Ethics and Conduct that applies to all
employees as well as our Board of Directors. The Code of Business Ethics and
Conduct, as well as the Charters for the committees of our Board of Directors,
the Audit Committee, the Qualified Legal Compliance Committee and the
Compensation and Nomination Committee and the Company's Corporate Governance
Guidelines, are posted on our website www.advo.com. Copies of these documents
will be provided free of charge upon written request directed to Corporate
Secretary, ADVO, Inc., One Targeting Centre, Windsor, CT, 06095-2639.
6
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 142,000 square feet. The Company leases 23
production facilities, including the MailCoups and ADVO Canada facilities, and
34 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 professional security staff. 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 2003 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).
Subsequent to year-end, on October 16, 2003, the Company declared a
three-for-two split of its common stock effected in the form of a stock
dividend. As a result of the split, stockholders received one additional share
of common stock for every two shares held. The stock dividend was paid on
November 7, 2003 to common stockholders of record as of October 24, 2003.
During fiscal years ended September 27, 2003, September 28, 2002, and
September 29, 2001, the Company declared no cash dividends. Subsequent to
year-end, the Company established a quarterly cash dividend. The initial
quarterly cash dividend was aligned with the stock split and was paid a rate of
$0.11 per share ($0.44 per year) post-split.
The closing price as of November 28, 2003 of the Company's common stock,
under the symbol AD, on the New York Stock Exchange as reported in The Wall
Street Journal was $30.21 per share. The approximate number of holders of record
of the common stock on November 28, 2003 was 592.
During fiscal year 2003, 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 2003 Annual
Report to Stockholders on page 16 under the caption "Selected Financial Data"
and is incorporated herein by reference and made a part hereof (see Exhibit 13).
7
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 2003 Annual
Report to Stockholders on pages 17 through 24 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 2003 Annual
Report to Stockholders on page 22 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, 2003 appearing on pages 25
through 40 of ADVO's 2003 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 2003
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.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by 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 Securities Exchange Act and
the rules and forms of the Securities and Exchange Commission.
The principal executive officer and principal financial officer have
concluded, based on their review, that the Company's disclosure controls and
procedures, as defined in Securities Exchange Act Rules 13a-14(c) and 15d-14(c),
were, as of the end of the period covered by this Annual Report on Form 10-K,
effective to ensure that information required to be disclosed by the Company in
reports it files under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms. No change to the Company's internal control over
financial reporting occurred during the period covered by this Annual Report
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
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 4 and 5 of the Company's definitive proxy statement dated
December 19, 2003 for the annual meeting of stockholders to be held on January
23, 2004 (the "Proxy Statement"), under the caption "Election of Directors," and
on page 7 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.
8
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION WITH COMPANY
---- --- ---------------------
Gary M. Mulloy....................... 58 Chairman and Chief Executive Officer
Edwin Harless........................ 56 Executive Vice President--Chief Administrative Officer
Myron L. Lubin....................... 63 Executive Vice President--President, Diversified
Business Group
Donald E. McCombs.................... 47 Executive Vice President--President, Operations Group
James M. Dahmus...................... 47 Senior Vice President--Chief Financial Officer
John S. Dearing...................... 49 Senior Vice President--Security
Vince Giuliano....................... 56 Senior Vice President--Government Relations
Stephanie Molnar..................... 44 Senior Vice President--Sales and Business Development
A. Brian Sanders..................... 42 Senior Vice President--Chief Marketing Officer
B. Kabe Woods........................ 48 Senior Vice President--Targeting and Network Management
Christopher T. Hutter................ 37 Vice President--Treasurer, Financial Analysis and
Investor Relations
John D. Speridakos................... 42 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 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. 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 and Senior Vice President
and Chief Financial Officer from November 1997 to November 1998.
Mr. Dahmus became Senior Vice President--Chief Financial Officer on May 28,
2003. Prior to that, he held various positions at Convergys/Cincinnati Bell, a
diversified communications company, including most recently, President,
Asia/Pacific. Mr. Dahmus joined Convergys/Cincinnati Bell in 1995 as Vice
President and Corporate Controller and during his tenure he also held the
position of Chief Financial Officer of the company's software division.
Mr. Dearing became Senior Vice President--Security on October 26, 2001.
Prior to that, he 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.
9
Ms. Molnar became Senior Vice President--Sales and Business Development on
February 20, 2003. Prior to that, she held various positions with the Company
since 1983, including most recently senior management positions in the marketing
and client logistics areas.
Mr. Sanders became Senior Vice President--Chief Marketing Officer on
February 20, 2003. Prior to that, he held various positions with the Company
since 1997 including most recently senior management positions in sales,
business development and client marketing areas.
Mr. Woods became Senior Vice President--Targeting and Network Management on
October 26, 2001. Prior to that, he 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.
Mr. Hutter became Vice President, Treasurer and Investor Relations on
October 28, 1999 and assumed responsibility of Financial Planning and Analysis
on November 19, 2003. 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 worked for Geller & Co. servicing
Bloomberg L.P. from June 1998 to March 2000.
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 7 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 to 4, respectively, 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 pages 6 and 7, respectively, of ADVO's Proxy
Statement and is incorporated herein by reference and made a part hereof.
10
The following table presents information regarding the Company's equity
compensation plans at September 27, 2003 restated for the three-for-two stock
split announced subsequent to year-end:
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)...... 3,279,115 $21.40 1,305,000
Equity compensation
plans not approved by
shareholders......... -- -- --
--------- ------ ---------
TOTAL................ 3,279,115 $21.40 1,305,000
========= ====== =========
------------
(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. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is included under the captions
"Principal Accounting Fees and Services" on page 15 to 16 of ADVO's Proxy
Statement and is incorporated herein by reference and made a part hereof.
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.
(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 Exhibit 3(a) to
ADVO. 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,
2003, between the Company and Mellon Investor 2002.
Services LLC, as Rights Agent, including
Exhibit A and Exhibit B.
11
EXHIBIT NO. EXHIBIT WHERE LOCATED
----------- ------- -------------
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 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(h) 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(i) 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(j) 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(k) 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(l) 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(m) Executive Severance Agreement dated January Incorporated by reference to Exhibit 10(p) to
4, 1999 between ADVO and Donald E. McCombs.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000.
12
EXHIBIT NO. EXHIBIT WHERE LOCATED
----------- ------- -------------
10(n) 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(o) 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(p) Executive Severance Agreement dated September Incorporated by reference to Exhibit 10(u) to
5, 2001 between ADVO and John D. Speridakos.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 28, 2002.
10(q) Severance Agreement dated November 14, 2002 Incorporated by reference to Exhibit 10 to
between ADVO and Julie Abraham.* the Company's Quarterly Report on Form 10-Q
for the quarter ended December 28, 2002.
10(r) Trust Agreement between ADVO and Fidelity Incorporated by reference to Exhibit 10 to
Management Trust Company for the ADVO, Inc. the Company's Quarterly Report on Form 10-Q
Executive Deferred Compensation Plan Trust for the quarter ended March 29, 2003.
dated January 2, 2003.*
10(s) Executive Severance Agreement dated April 17, Incorporated by reference to Exhibit 10 to
2003 between ADVO and James M. Dahmus.* the Company's Quarterly Report on Form 10-Q
for the quarter ended June 28, 2003.
10(t) Severance Agreement dated August 1, 2003 Filed herewith.
between ADVO and David Stigler.*
10(u) Amended 1990 Non-Employee Directors Filed herewith.
Restricted Stock Plan.*
10(v) Credit Agreement dated December 4, 2003 Filed herewith.
between ADVO and a syndicate of banks led by
JPMorgan Chase Bank as Administrative Agent.
10(w) ADVO, Inc. $125,000,000 Note Purchase Filed herewith.
Agreement with private lenders dated December
4, 2003.
13 2003 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."
14 Code of Business Ethics and Conduct. Filed herewith.
21 Subsidiaries of the Registrant. Filed herewith.
23 Consent of Independent Auditors. Filed herewith.
24 Power of Attorney. See signature page.
31(a) Certification pursuant to Section 302 of the Filed herewith.
Sarbanes-Oxley Act of 2002--Gary M. Mulloy.
13
EXHIBIT NO. EXHIBIT WHERE LOCATED
----------- ------- -------------
31(b) Certification pursuant to Section 302 of the Filed herewith.
Sarbanes-Oxley Act of 2002--James M. Dahmus.
32 Certification of Periodic Report Pursuant to Filed herewith.
Section 906 of the Sarbanes-Oxley Act of
2002--Gary M. Mulloy and James M. Dahmus.
------------
* 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.
1) The Company furnished a Current Report on Form 8-K dated October
16, 2003 which reported the Company's earnings press release for the fourth
quarter and year ended September 27, 2003.
2) Subsequent to the year ended September 27, 2003, the Company filed
a Form 8-K dated October 16, 2003 and reported under Item 5 thereof, the
following:
- A three-for-two split of its common stock, to be effected by way of a
one-for-two stock dividend.
- The establishment of a regular quarterly cash dividend. The initial
quarterly cash dividend was aligned with the stock split and was paid
at a rate of $0.11 per share ($0.44 per year) post-split.
- An increase in its stock repurchase authorization to a total of 1.5
million post-split shares.
The stock dividend and quarterly cash dividend were distributed on
November 7, 2003 to stockholders of record on October 24, 2003.
The Company also announced it is refinancing its current debt
facilities to replace its current arrangements. The Company expects to
raise facilities totaling approximately $275 million.
3) Subsequent to the year ended September 27, 2003, the Company filed
a Form 8-K dated November 6, 2003 and reported under Item 5 thereof, the
election of Karen Kaplan to the Company's Board of Directors.
14
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 19, 2003 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 STEPHEN L. PALMER 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 19, 2003 /s/ GARY M. MULLOY Chairman, Chief Executive Officer and
--------------------------------------- Director (Principal Executive
GARY M. MULLOY Officer)
December 19, 2003 /s/ JAMES M. DAHMUS Senior Vice President and Chief
--------------------------------------- Financial Officer
JAMES M. DAHMUS (Principal Financial Officer)
December 19, 2003 /s/ JOHN D. SPERIDAKOS Vice President and Controller
--------------------------------------- (Principal Accounting Officer)
JOHN D. SPERIDAKOS
December 19, 2003 /s/ TODD BROWN Director
---------------------------------------
TODD BROWN
December 19, 2003 /s/ DAVID F. DYER Director
---------------------------------------
DAVID F. DYER
December 19, 2003 /s/ BOBBIE GAUNT Director
---------------------------------------
BOBBIE GAUNT
December 19, 2003 /s/ KAREN KAPLAN Director
---------------------------------------
KAREN KAPLAN
December 19, 2003 /s/ JOHN J. MAHONEY Director
---------------------------------------
JOHN J. MAHONEY
December 19, 2003 /s/ HOWARD H. NEWMAN Director
---------------------------------------
HOWARD H. NEWMAN
December 19, 2003 /s/ JOHN R. ROCKWELL Director
---------------------------------------
JOHN R. ROCKWELL
15
ADVO, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
PAGE
----
Report of independent auditors.............................. *
Consolidated statements of operations for the years ended
September 27, 2003, September 28, 2002, and September 29,
2001...................................................... *
Consolidated balance sheets at September 27, 2003 and
September 28, 2002........................................ *
Consolidated statements of cash flows for the years ended
September 27, 2003, September 28, 2002, and September 29,
2001...................................................... *
Consolidated statements of changes in stockholders' equity
(deficiency) for the years ended September 27, 2003,
September 28, 2002, and September 29, 2001................ *
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 40 of the ADVO, Inc. 2003
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 TO DEDUCTIONS BALANCE AT
BEGINNING OF COSTS AND OTHER FROM END OF
DESCRIPTION PERIOD EXPENSES ACCOUNTS RESERVES PERIOD
----------- ------------ ---------- ---------- ---------- ----------
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
======= ====== ====== ======= =======
Year ended September 27, 2003:
Allowances for sales adjustments... $ 3,518 $ -- $7,976(b) $ 8,773 $ 2,721
Allowances for doubtful accounts... 3,646 3,645 (905) 4,276(a) 2,110
Allowances for notes receivable.... -- 181 905 253 833
Accumulated amortization
intangibles...................... 8,767 370 -- -- 9,137
------- ------ ------ ------- -------
$15,931 $4,196 $7,976 $13,302 $14,801
======= ====== ====== ======= =======
------------
(a) Write off of uncollectible accounts, net of recoveries on accounts
previously written off.
(b) Reduction of revenues.
F-2