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ADVO, Inc.
Form 10-K
September 30, 2000
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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 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________ to _________
Commission file number 1-11720
ADVO, Inc.
________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 06-0885252
_____________________________________ _____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Univac Lane, P.O. Box 755, 06095-0755
Windsor, CT _____________________________________
_____________________________________ (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (860) 285-6100
Securities registered pursuant to Section 12(b) of the Act:
Common Stock and Rights, par value $.01 per share
________________________________________________________
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [_]
The aggregate market value of voting stock held by non-affiliates of the
registrant at November 24, 2000 was $782,852,616. On that date, there were
20,129,113 outstanding shares of the registrant's common stock.
Documents Incorporated by Reference:
Portions of the 2000 Annual Report to Stockholders are incorporated by
reference into Parts II and IV of this Report.
Portions of the Proxy Statement for the 2001 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 30, 2000
Part I
Item Page
- ---- ----
1. Business............................................................. 1
2. Properties........................................................... 5
3. Legal Proceedings.................................................... 5
4. Submission of Matters to a Vote of Security Holders.................. 5
Part II
5. Market for Registrant's Common Equity and Related Stockholder
Matters............................................................ 6
6. Selected Financial Data.............................................. 6
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 6
7A. Quantitative and Qualitative Disclosures about Market Risk........... 6
8. Financial Statements and Supplementary Data.......................... 6
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure............................................... 6
Part III
10. Directors and Executive Officers of the Registrant................... 7
11. Executive Compensation............................................... 9
12. Security Ownership of Certain Beneficial Owners and Management....... 9
13. Certain Relationships and Related Transactions....................... 9
Part IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...... 10
PART I
ITEM 1. Business
General
ADVO, Inc. ("ADVO" or the "Company") is a direct mail marketing firm
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 hand delivery, to consumer households in
the United States on a national, regional and local basis. Founded in 1929 as
a hand delivery company, the Company entered the direct mail industry as a
solo mailer in 1946 and began its shared mail program in 1980. The Company
currently is the largest commercial user of standard mail (formerly third-
class mail) in the United States.
ADVO competes primarily with newspapers, direct mail companies, broadcast
media, 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 (hand) delivery in
certain markets. In addition, the Company provides direct-mail advertising
solutions for local neighborhood businesses utilizing an envelope format.
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 assembles shared mail packages by targeting levels selected by
the customer. In most instances, each household within the predetermined
targeting level will receive a mail package. The Company offers various
targeting levels for the designated mailing area of the customer's
distribution based on the level of geo-demographic precision that is requested
by the customer. Individual customers can choose predetermined clusters of ZIP
Code zones, all ZIP Codes covered by the program, and ADVO Targeting Zones
("ATZs"). ATZs enable advertisers to target their ads to consumer clusters of
about 3,500 households. ATZs are neighboring postal carrier delivery routes
within a ZIP Code that are clustered together based on shared demographic
characteristics and proximity to key retail shopping areas.
The flexibility and targeting capabilities of the ATZ platform enables
customers, such as retail store chains, to select areas serviced by their
retail stores and, at the same time, distribute different versions to reach
their choice consumers. The Company uses geographic, demographic and
psychographic data to tailor the customers' advertisements to their targeted
audience.
The Company's shared mail program offers the features of penetration and
target marketing at a significant cost reduction when compared to mailing on
an individual or solo mail basis. This cost advantage is available because the
Company pays the total postage expense, and advertisers are generally charged
a selling price based upon, among other factors, the incremental weight of
their promotional pieces.
1
As a part of its shared mail program, the Company provides the addresses of
the households receiving the mail packages, sorts, processes and transports
the advertising material for ultimate delivery through the United States
Postal Service ("USPS"). Generally, larger businesses, such as food chains and
mass merchandisers, will provide the Company with preprinted advertising
materials in predetermined quantities. In the case of manufacturers and small
retail customers, the Company may perform graphics services and/or act as a
broker for the required printing. The Company also offers shared mail
customers numerous standard turnkey advertising products in a variety of sizes
and colors.
The Company believes its shared mail program is the largest program of its
kind.
ShopWise(TM) is a weekly distribution program with coverage, on average, of
60 million households in approximately 120 markets. This program is used by
local and national retailers. The zone configuration selected for each market
is normally determined by population density and by proximity to retail
outlets. Retailers with multiple locations and weekly frequency have a great
influence on the zones chosen by the Company for its weekly distribution. The
Company derives most of its revenues from the ShopWise(TM) shared mail
program.
The Company is part of a network, known as ADVO National Network Extension
("A.N.N.E.") comprised of regional shared mail companies, which provide its
clients with extended coverage outside the markets already served by the
Company. Approximately an additional 30 million households can be reached on a
shared mail basis through A.N.N.E. The Company handles the clients' orders
directly and manages distribution of their advertising through A.N.N.E.'s
partners. Conversely, A.N.N.E. enables participating partners (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.
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.
During fiscal 1998, the Company acquired The Mailhouse, Inc., a franchise-
based cooperative coupon envelope mail company headquartered in Avon, MA. The
company was renamed MailCoups, Inc. ("MailCoups") and operates as a subsidiary
of ADVO. This subsidiary, operating under the trade name of Super Coups, is a
leader in creating and distributing attractive, cost-effective targeted
coupons in a distinctive envelope format for local neighborhood merchants via
an extended network of franchise owners. At the end of fiscal 2000, MailCoups
had approximately 338 franchise units in 26 states and directly employed 164
people.
During fiscal 2000 the Company established a new subsidiary, ShopWise.com to
focus on the continuing development of the Company's Internet-related business
initiatives, including e-commerce related print advertising, CD-ROM insertion
capabilities and on-line concepts. As part of the ShopWise.com subsidiary, the
company acquired a controlling interest in Netserts, an advertising
2
magazine dedicated to driving on-line traffic to Internet sites by off-line
print advertising. Netserts, which reaches approximately 10 million households
on selected dates throughout the year, is delivered within the ShopWise(TM)
shared mail package.
The Company executed two strategic initiatives during fiscal 2000;
partnering with a newspaper to offer clients a new integrated print
advertising solution and the introduction of additional in-home mailing dates
in two of its markets.
Subsequent to year end, on November 2, 2000, the Company announced the
acquisition of Mail Marketing Systems, Inc., ("MMSI") a privately held direct
mail advertising company. This acquisition will be accounted for under the
purchase method of accounting and, accordingly, the results of operations of
the acquired company will be included in the consolidated statements of
operations from its acquisition date. The acquisition of MMSI complements
ADVO's core distribution network by providing additional shared mail coverage
in market areas not served by ADVO prior to the acquisition.
Mailing List
ADVO's management believes its computerized mailing list is the largest
residential/household mailing list in the country. It contains over 119
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.
Bimonthly, ADVO receives the latest release of delivery point information
from the USPS. During the off months, ADVO receives a file release, which
includes only significant changes or approximately five to ten percent of the
base file. Included in these releases is information that indicates whether
the address is still occupied, whether the address still exists at all (i.e.,
demolished buildings) and any new addresses included in the ZIP Code (i.e.,
new construction). The USPS also indicates to ADVO changes in the walk
sequence order of addresses, which allows ADVO to qualify for the lowest
possible postage rates. The USPS provides these updates to any user for a fee,
provided that the user's list is at least 90% accurate on a ZIP Code basis.
ADVO believes its list is nearly 100% accurate.
Customer Base
Typically, the Company's customers are those businesses whose products and
services are used by the general population. These businesses (supermarkets,
fast food, drug stores, discount and department stores and home furnishings
retailers) require continuous advertising to a mass audience. The enhanced
targeting capabilities of the Company's distribution system has lead to the
development of opportunities for new customer categories, such as,
telecommunications, insurance, financial services, entertainment and Internet
companies. In fiscal 2000 and 1999, due to the consolidation of two of the
Company's customers, no one customer accounted for more than 6% and 7%
respectively, of the Company's sales. No one customer accounted for more than
4% of the Company's sales in fiscal 1998.
Operations
Customers' advertising circulars are processed by approximately 1,800
production employees who work at 20 mail processing facilities which are
strategically located throughout the nation. Inserting machines (which combine
the individual advertising pieces into the mailing packages), addressing and
labeling equipment are the principal pieces of equipment used to process the
Company's products and services. At several of the Company's production
facilities, the Alphaliner, a new computerized mail collator/inserter, is
being utilized. The Alphaliner offers higher speed and capacity, enhanced
3
productivity, computerized controls which automates order processing,
electronically integrates with other machines, and links to ADVO's order
fulfillment system. The Company has begun the process of integrating the
Alphaliner technology into many of its mail processing facilities. Conversion
of the remaining facilities will continue over the next four to five years.
In all 20 of ADVO's mail processing facilities, the USPS accepts and
verifies the Company's mail to help ensure rapid package acceptance and
distribution, which benefits both the USPS and the Company. In most instances,
the mail is then shipped by the Company to the destination office of the USPS
for final delivery.
MailCoups operates a cooperative direct mail coupon envelope advertising
business by performing printing and distribution services for the franchisees
at their one production 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 regions, sales offices and corporate
headquarters are on-line with this computer center which enables the day-to-
day processing functions to be performed and provides corporate headquarters
with management information. The systems include: order processing and
production control, transportation/distribution, address list maintenance,
market analysis, label printing and distribution, billing and financial
systems, and carrier routing of addresses received from customer files and
demographic analyses. The Company also has agreements with IBM to provide for
a customer support center (help desk) and client server (server farm)
management services.
Competition
In general, the printed advertising market is highly competitive with
companies competing primarily on the basis of price, speed of delivery and
ability to target selected potential customers on a cost-effective basis.
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 been the traditional and
dominant medium for advertising by retailers for many years. Insertion rates
are highly competitive and many newspapers' financial resources are
substantial.
ADVO's principal direct marketing competitors are other companies with
residential lists and similar cooperative mailing programs. These companies
have a significant presence in many of the Company's markets and represent
serious competition to the Company's ShopWise(TM) shared mail program in those
markets.
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.
4
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 30, 2000, 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.
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 would 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, 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, consist of two
buildings totaling approximately 136,000 square feet. The Company leases 21
production facilities, including the MailCoups facility, and approximately 60
sales offices (which excludes the sales offices that are located in the mail
processing facilities) throughout the United States. The Company believes its
facilities are suitable and adequate for the purposes for which they are used
and are adequately maintained.
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.
5
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
ADVO's 2000 Annual Report to Stockholders includes on page 36 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 the fiscal years ended September 30, 2000, September 25, 1999, and
September 26, 1998, the Company declared no cash dividends. The Company is
currently subject to debt covenants regarding future cash dividends exceeding
$.025 per share as stipulated in its credit agreement dated December 9, 1999,
with Chase Manhattan Bank.
The closing price as of November 24, 2000 of the Company's common stock,
under the symbol AD, on the New York Stock Exchange as reported in The Wall
Street Journal was $39 13/16 per share. The approximate number of holders of
record of the common stock on November 24, 2000 was 664.
During fiscal 2000, 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 2000 Annual
Report to Stockholders on page 19 under the caption "Selected Financial Data"
and is incorporated herein by reference and made a part hereof (see Exhibit
13).
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this item is included in ADVO's 2000 Annual
Report to Stockholders on pages 20 through 25 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 2000 Annual
Report to Stockholders on page 25 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 23, 2000, except for Note 16, as to
which the date is November 2, 2000, appearing on pages 26 through 37 of ADVO's
2000 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 36 of ADVO's 2000
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.
6
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 14, 2000 for the annual meeting of stockholders to be held on January
18, 2001 (the "Proxy Statement"), under the caption "Election of Directors,"
and on page 6 of the Proxy Statement under the subcaption "Section 16(a)
Beneficial Ownership Reporting Compliance", and is incorporated herein by
reference and made a part hereof.
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Position With Company
- ---- --- ---------------------
Gary M. Mulloy........ 55 Chairman and Chief Executive Officer
Beth L. Bronner....... 49 President--Chief Operating Officer
Myron L. Lubin........ 60 Executive Vice President--Strategic Business
Development
Donald E. McCombs..... 44 Executive Vice President and Chief Financial Officer
Julie Abraham......... 42 Senior Vice President of Finance and Controller
Jack S. Dearing....... 46 Senior Vice President--Fulfillment
Vince Giuliano........ 53 Senior Vice President--Government Relations
Edwin Harless......... 53 Senior Vice President--Chief Human Resources Officer
Stephanie Molnar...... 41 Senior Vice President--Client Logistics and Local
Clients
A. Brian Sanders...... 39 Senior Vice President--National Sales and Client
Marketing
David Stigler......... 57 Senior Vice President--Chief Legal and Public
Affairs Officer and General Counsel
B. Kabe Woods......... 45 Senior Vice President--Targeting and Technologies
Christopher T. 34 Vice President--Treasurer and Investor Relations
Hutter...............
Mr. Mulloy became Chairman of the Board on June 28, 1999 and Chief Executive
Officer on January 1, 1999. From November 1996 to December 1998, he was
President and Chief Operating Officer. Mr. Mulloy was elected to the Board of
Directors on December 3, 1996. From 1990 to October 1996, he was President and
Chief Executive Officer of Pilkington Barnes-Hind, Inc., a division of
Pilkington Vision Care.
Ms. Bronner became President, Chief Operating Officer on August 21, 2000.
From September 1998 to August 2000, she held various positions at Sunbeam
Corporation including, President--Health Division and Senior Vice President,
Strategic Planning. Prior to that, she was Senior Vice President, Marketing at
Citibank from September 1996 to September 1998. From July 1994 to July 1996,
she was Vice President, Business Markets Division at AT&T.
Mr. Lubin became Executive Vice President--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 and Chief Financial Officer on
December 3, 1998. Prior to that, he has held various positions with the
Company since 1987 including most recently, Senior Vice President and Chief
Financial Officer from November 1997 to November 1998 and Vice President--
Financial Planning and Investors Relations from 1989 to October 1997.
7
Ms. Abraham became Senior Vice President of Finance and Controller on August
3, 2000. From November 1998 to July 2000 she was Vice President and
Controller. Prior to that, she has held various positions with the Company
since 1985 including most recently, Vice President--Financial Planning and
Investor Relations from November 1997 to October 1998 and Vice President--
Shared Financial Services from August 1995 to November 1997.
Mr. Dearing became Senior Vice President--Fulfillment on April 12, 2000.
Prior to that he has held various positions with the Company since 1998
including Senior Vice President--Operations from July 1999 to April 2000 and
Vice President of Resource Management and Logistics from February 1998 to June
1999. From December 1995 to February 1998, he was Senior Director of
Operations at Anchor Glass Container Corporation.
Mr. Giuliano has been Senior Vice President--Government Relations since
October 28, 1996. From April 1983 to October 1996 he was Vice President--
Government Relations.
Mr. Harless became Senior Vice President--Chief Human Resource Officer on
August 14, 2000. Prior to that, he held various positions at Aventis-Behring
("Aventis"), a subsidiary of Aventis, S.A., the world's largest life science
company, including Senior Vice President and General Manager from October 1997
to August 2000 and Vice President of Human Resources from 1995 to October
1997.
Ms. Molnar became Senior Vice President--Client Logistics and Local Clients
on April 12, 2000. Prior to that, she has held various positions with the
Company since 1983 including most recently, Senior Vice President--Client
Logistics from March 2000 to April 2000, Regional Vice President of the Mid-
Atlantic Region from December 1995 to March 2000 and Regional Vice
President/General Manager for the Washington DC Region from April 1989 to
December 1995.
Mr. Sanders became Senior Vice President--National Sales and Client
Marketing on April 12, 2000. From March 1999 to April 2000, he was Senior Vice
President--Sales and Client Marketing. From May 1997 to February 1999 he was
Senior Vice President--Chief Marketing Officer. For the five years prior to
that, he held several executive positions at Pilkington Barnes-Hind, Inc., a
division of Pilkington Vision Care.
Mr. Stigler has been Senior Vice President--Chief Legal and Public Affairs
Officer and General Counsel since January 1990. He has also served as the
Company's Secretary since August 1986.
Mr. Woods became Senior Vice President--Targeting and Technologies on April
12, 2000. From September 1997 to April 2000 he was Senior Vice President--
Chief Information Officer. From November 1995 to August 1997, he was
Director--End User Services of Lucent Technologies and from November 1993 to
November 1995, he was Chief Information Officer of AT&T Advanced Technology
Systems.
Mr. Hutter became Vice President, Treasurer and Investor Relations on
October 28, 1999. Prior to that, he has held various positions with the
Company since 1993 including, Vice President, Assistant Treasurer and Investor
Relations from October 1998 to October 1999 and Director of Financial Planning
from April 1996 to October 1998.
The Company is not aware of any family relationships between any of the
foregoing officers and any of the Company's directors. Each of the foregoing
officers holds such office until his or her successor shall have been duly
chosen and shall have been qualified, or until his earlier resignation or
removal.
8
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 Committee", "Audit
Committee Report", and "Company Financial Performance"), 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 pages 5 and 6, respectively, of ADVO's Proxy
Statement and is incorporated herein by reference and made a part hereof.
ITEM 13. Certain Relationships and Related Transactions
The information required by this item is included under the caption
"Security Ownership of Management" in footnote 9 on pages 5 and 6 of ADVO's
Proxy Statement and is incorporated herein by reference and made a part
hereof.
9
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports On Form 8-K
(a)(1) Financial Statements. See the Index to Financial Statements and
Financial Statement Schedules on page F-1.
(2) Financial Statement Schedules. See the Index to Financial Statements
and Financial Statement Schedules on page F-1.
(3) Exhibits. The following is a list of the exhibits to this Report:
Exhibit
No. Exhibit Where Located
- ------- ------- -------------
3(a) Restated Certificate of Incorporation Incorporated by reference to Exhibit
of ADVO. 3(a) to the Company's Form 10 filed on
September 15, 1986 (No. 1-11720.)
3(b) Restated By-laws of ADVO. Incorporated by reference to Exhibit
3(b) to the Company's Form 8-K dated
July 21, 1999.
4(a) Stockholder Protection Rights Incorporated by reference to Exhibit
Agreement, dated as of February 5, 4.1 of the Company's Form 8-K dated
1993, between the Company and Mellon February 5, 1993.
Securities Trust Company, as Rights
Agent, including Exhibit A and Exhibit
B.
10(a) Executive Severance Agreements, dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and the 10(m) to the Company's Annual Report
executive officers named therein.* on Form 10-K for the fiscal year ended
September 30, 1995.
10(b) Information Technology Agreement dated Incorporated by reference to Exhibit
as of July 16, 1996 between ADVO and 10(o) to the Company's Annual Report
Integrated Systems Solutions on Form 10-K for the fiscal year ended
Corporation. September 28, 1996.
10(c) Executive Severance Agreement dated Incorporated by reference to Exhibit
November 4, 1996 between ADVO and Gary 10(m) to the Company's Annual Report
M. Mulloy.* on Form 10-K for the fiscal year ended
September 28, 1996.
10(d) Executive Severance Agreement dated Incorporated by reference to Exhibit
May 19, 1997 between ADVO and A. Brian 10(k) to the Company's Annual Report
Sanders.* on Form 10-K for the fiscal year ended
September 27, 1997.
10(e) Employment Agreement dated July 31, Incorporated by reference to Exhibit
1998 between ADVO and Gary M. Mulloy.* 10(m) to the Company's Annual Report
on Form 10-K for the fiscal year ended
September 26, 1998.
10(f) Executive Severance Agreements dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and the 10(n) to the Company's Annual Report
executive officers named therein.* on Form 10-K for the fiscal year ended
September 26, 1998.
10
Exhibit
No. Exhibit Where Located
- ------- ------- -------------
10(g) Executive Severance Agreement dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and 10(o) to the Company's Annual Report
David Stigler.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(h) Executive Severance Agreement dated Incorporated by reference to Exhibit
August 6, 1997 between ADVO and B. 10(r) to the Company's Annual Report
Kabe Woods.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(i) Consulting Agreement dated December 1, Incorporated by reference to Exhibit
1998 between ADVO and Robert 10(s) to the Company's Annual Report
Kamerschen.* on Form 10-K for the fiscal year ended
September 26, 1998.
10(j) 1998 Incentive Compensation Plan.* Incorporated by reference to Exhibit A
to the Company's definitive Proxy
Statement for the annual meeting held
on January 21, 1999.
10(k) Executive Severance Agreement dated Incorporated by reference to Exhibit
September 20, 1999 between ADVO and 10(q) to the Company's Annual Report
John S. Dearing.* on Form 10-K for the fiscal year ended
September 25, 1999.
10(l) Executive Severance Agreement dated Incorporated by reference to exhibit
September 27, 1999 between ADVO and 10(r) to the Company's Annual Report
Christopher T. Hutter.* on Form 10-K for the fiscal year ended
September 25, 1999.
10(m) Amended and Restated Credit Agreement Incorporated by reference to Exhibit
dated December 9, 1999 between ADVO 99(b) of the Company's Form 8-K dated
and a syndicate of lenders led by December 9, 1999.
Chase Manhattan Bank as Administrative
Agent.
10(n) The ADVO Deferred Compensation Plan.* Incorporated by reference to Exhibit
4(a) of the Company's Form S-8 filed
on October 6, 2000.
10(o) The ADVO Deferred Compensation Plan Incorporated by reference to Exhibit
Trust.* 4(e) of the Company's Form S-8 filed
on October 6, 2000.
10(p) Executive Severance Agreement dated Filed herewith.
January 4, 1999 between ADVO and
Donald McCombs.*
10(q) Executive Severance Agreement dated Filed herewith.
July 10, 2000 between ADVO and
Stephanie Molnar.*
10(r) Executive Severance Agreement dated Filed herewith.
July 31, 2000 between ADVO and Julie
Abraham.*
11
Exhibit
No. Exhibit Where Located
- ------- ------- -------------
10(s) Executive Severance Agreement dated Filed herewith.
August 14, 2000 between ADVO and Edwin
L. Harless.*
10(t) Executive Severance Agreement dated Filed herewith.
August 21, 2000 between ADVO and Beth
Bronner.*
10(u) Employment Agreement dated August 21, Filed herewith.
2000 between ADVO and Beth Bronner.*
13 2000 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.
27 Financial Data Schedule. Filed herewith.
- --------
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to item 14(c) of this report.
(b) Reports on Form 8-K.
A report on Form 8-K dated October 10, 2000 was filed by the Company
subsequent to the year ended September 30, 2000. The Form 8-K reported under
item 5 thereof the Company's announcement of a new stock repurchase program
for up to 0.9 million shares. This program brings the total remaining
authorization to 1.0 million shares.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
December 14, 2000
Date: _______________________________ ADVO, Inc.
/s/ Julie Abraham
By: _________________________________
Julie Abraham
Senior Vice President
of Finance 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 Julie Abraham,
and each of them singly, such person's true and lawful attorneys, with full
power to them and each of them, to sign for such person and in such person's
name and capacity as indicated below, any and all amendments to this report,
hereby ratifying and confirming such person's signature as it may be signed by
said attorneys to any and all amendments.
Date Signature Title
December 14, 2000 /s/ Gary M. Mulloy Chairman, Chief Executive
---------------------------- Officer and Director
Gary M. Mulloy (Principal Executive
Officer)
December 14, 2000 /s/ Donald E. McCombs Executive Vice President
---------------------------- and Chief Financial
Donald E. McCombs Officer (Principal
Financial Officer)
December 14, 2000 /s/ Julie Abraham Senior Vice President of
---------------------------- Finance and Controller
Julie Abraham (Principal Accounting
Officer)
December 14, 2000 /s/ Todd Brown Director
----------------------------
Todd Brown
December 14, 2000 /s/ Bruce Crawford Director
----------------------------
Bruce Crawford
December 14, 2000 /s/ David F. Dyer Director
----------------------------
David F. Dyer
December 14, 2000 /s/ Howard H. Newman Director
----------------------------
Howard H. Newman
December 14, 2000 /s/ John R. Rockwell Director
----------------------------
John R. Rockwell
December 14, 2000 /s/ John L. Vogelstein Director
----------------------------
John L. Vogelstein
13
ADVO, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Page
----
Report of independent auditors............................................ *
Consolidated statements of operations for the years ended September 30,
2000, September 25, 1999, and September 26, 1998......................... *
Consolidated balance sheets at September 30, 2000 and September 25, 1999.. *
Consolidated statements of cash flows for the years ended September 30,
2000, September 25, 1999, and September 26, 1998......................... *
Consolidated statements of changes in stockholders' deficiency for the
years ended September 30, 2000, September 25, 1999, and September 26,
1998..................................................................... *
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 26 to 37 of the ADVO, Inc. 2000
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 26,
1998:
Allowances for sales
adjustments............ $ 2,582 $ -- $ 2,787(b) $ 3,373 $ 1,996
Allowances for doubtful
accounts............... 2,578 4,459 -- 4,409(a) 2,628
Restructuring reserve... 348 -- -- 61 287
Accumulated amortization
Goodwill............... 1,814 564 -- -- 2,378
Accumulated amortization
Intangibles............ 6,019 710 -- -- 6,729
------- ------- ------- ------- -------
$13,341 $ 5,733 $ 2,787 $ 7,843 $14,018
======= ======= ======= ======= =======
Year ended September 25,
1999:
Allowances for sales
adjustments............ $ 1,996 $ -- $ 5,606(b) $ 5,610 $ 1,992
Allowances for doubtful
accounts............... 2,628 5,088 -- 5,603(a) 2,113
Restructuring reserve... 287 -- -- 168 119
Accumulated amortization
Goodwill............... 2,378 784 -- -- 3,162
Accumulated amortization
Intangibles............ 6,729 726 -- -- 7,455
------- ------- ------- ------- -------
$14,018 $ 6,598 $ 5,606 $11,381 $14,841
======= ======= ======= ======= =======
Year ended September 30,
2000:
Allowances for sales
adjustments............ $ 1,992 $ -- $ 6,015(b) $ 5,798 $ 2,209
Allowances for doubtful
accounts............... 2,113 8,239 -- 7,624(a) 2,728
Restructuring reserve... 119 -- -- 119 --
Accumulated amortization
Goodwill............... 3,162 891 -- -- 4,053
Accumulated amortization
Intangibles............ 7,455 568 -- -- 8,023
------- ------- ------- ------- -------
$14,841 $ 9,698 $ 6,015 $13,541 $17,013
======= ======= ======= ======= =======
- --------
(a) Write off of uncollectible accounts, net of recoveries on accounts
previously written off.
(b) Reduction of revenues.
F-2