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ADVO, Inc.
Form 10-K
September 28, 1996
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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended September 28, 1996
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 22, 1996 was $221,859,112. On that date, there were
24,260,666 outstanding shares of the registrant's common stock.
Documents Incorporated by Reference:
Portions of the 1996 Annual Report to Stockholders are incorporated by
reference into Parts II and IV of this report.
Portions of the Proxy Statement for the 1997 Annual Meeting of Stockholders
are incorporated by reference into Part III of this Report.
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ADVO, INC.
INDEX TO REPORT ON FORM 10-K
FOR THE YEAR ENDED SEPTEMBER 28, 1996
PART I
ITEM PAGE
---- ----
1. Business........................................................... 1
2. Properties......................................................... 4
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 Conditions and
Results of Operations............................................. 6
8. Financial Statements and Supplementary Data........................ 6
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.............................................. 7
PART III
10. Directors and Executive Officers of the Registrant................. 7
11. Executive Compensation............................................. 7
12. Security Ownership of Certain Beneficial Owners and Management..... 7
13. Certain Relationships and Related Transactions..................... 7
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.... 7
PART I
ITEM 1. BUSINESS
GENERAL
ADVO, Inc. ("ADVO" or the "Company") is a direct 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 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 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.
In fiscal year 1995, the Company announced its plan to sell its in-store
marketing segment which provided marketing services to a wide range of
manufacturers and marketers using proprietary operating systems. The sale of
substantially all of the net assets of this segment was completed on March 1,
1996. For fiscal year 1995 and 1996 (and by restatement of prior periods), the
Company is accounting for its in-store marketing segment as a discontinued
operation in this Annual Report on Form 10-K. The discussion of the Company's
business under Items 1 and 2 hereof includes only the Company's continuing
operations.
PRODUCTS AND SERVICES
ADVO's direct marketing products and services include shared mail and solo
mail. ADVO also provides certain transportation and ancillary services in
conjunction with its direct marketing programs.
SHARED MAIL
In the Company's shared mail programs (Marriage Mail(R) and Mailbox
Values(R)), the advertisements of several advertisers are combined in a single
mail package.
Shared mail packages are assembled by the Company for distribution by ZIP
Code and, in most instances, each household within the ZIP Code will receive a
mail package. Individual customers can choose a portion of the designated
mailing area for their distributions, ranging from part of a ZIP Code to all
ZIP Codes covered by the program. This flexibility enables major customers,
such as retail store chains, to select areas serviced by their retail stores
and, at the same time, distribute different versions of their advertisements
to accommodate the needs of their individual stores. It also allows a smaller
retailer to target only those ZIP Codes or portions of ZIP Codes needed to
accommodate its customer base, thereby reducing overall advertising costs.
The Company's shared mail programs offer 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 programs, the Company provides the addresses of
the households receiving the mail packages and 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 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 programs are the largest programs of
their kind.
Marriage Mail(R) is a weekly mail program with coverage, on average, of 61
million households in approximately 130 markets. This program is used by local
and national retailers. The ZIP Code 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 ZIP Codes chosen by the Company for its weekly mailings. The Company
derives most of its revenues from the Marriage Mail(R) program.
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 to organizations interested
in distributing their own solo mailings. The Company may or may not perform
the associated distribution services for the customer.
Trans-ADVO, Inc., a wholly-owned subsidiary of the Company, is a Class 1 ICC
Contract Carrier presently engaged in the transportation of time-sensitive
advertising material and general freight. Trans-ADVO, Inc., utilizes
contracted carriers to provide direct pickup and delivery services throughout
the 48 contiguous states.
ADVO Creative Services, Inc., based in Texas, is a wholly-owned subsidiary
of the Company which specializes in the coordination and production of custom
promotional magazines and circulars which, in most cases, are then distributed
by the Company.
MAILING LIST
ADVO's management believes its computerized mailing list is the largest
residential/household mailing list in the country. It contains over 113
million delivery points (constituting nearly all of the households in the
continental United States) and was used by the U.S. Census Bureau as a base
for developing the mailing list for its 1990 census questionnaire mailings.
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.
2
ADVO's list is updated on a regular basis with information supplied by the
USPS as follows. At least every three months, ADVO submits each address on its
mailing list to the USPS. The USPS then provides to ADVO any changes to the
addresses within the ZIP Code. Such changes include whether the address is
still occupied, whether the addresses still exist 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 so that ADVO can qualify for the lowest possible postage
rates. The USPS provides these updates 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.
CLIENT BASE
Approximately 80% of the customers served by the Company throughout the
United States are smaller retail or service businesses. The remainder include
major food, drug or discount chains and manufacturing companies.
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 consumer products
manufacturers) require continuous advertising to a mass audience. No customer
accounted for more than 5% of the Company's sales in fiscal 1996, 1995 or
1994.
OPERATIONS
Customers' advertising circulars are processed by approximately 2,800
production employees who work at 20 mail processing facilities which are
strategically located throughout the nation. State-of-the-art inserting
machines (which combine the individual advertising pieces into the mailing
packages), addressing and labeling, and quarter-folding equipment are the
principal equipment used to process the Company's products and services. At
two of the Company's production facilities, a new computerized mail sorter is
being utilized and developed. The Company expects an increased rate of
production for packages and greater flexibility and efficiency in targeting
specific groups. In nearly 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.
In July 1996, the Company entered into a ten year agreement with Integrated
Systems Solutions Corporation (d/b/a ISSC) to provide systems development and
technical support to the Company. As a result of this outsourcing, ADVO's
computer center moved from Hartford to ISSC's computer center located in
Southbury, Connecticut. The Company's branches are on-line to 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.
COMPETITION
In general, the printed advertising market is highly competitive with
companies competing primarily on 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"),
3
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 or 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 Marriage Mail programs in those markets.
There are local mailers in practically every market of the country. In
addition to local mailers, there are many local private delivery services such
as "shoppers" and "pennysavers" which compete by selling ROP advertisements
and classified advertisements. ADVO believes that it competes effectively in
its various markets.
SEASONALITY
ADVO's business generally follows the trends of retail advertising spending.
The Company has historically experienced higher revenues in the second half of
the calendar year.
RESEARCH AND DEVELOPMENT
Expenditures of the Company in research and development during the last
three years have not been material.
ENVIRONMENTAL MATTERS
The Company believes that it is substantially in compliance with all
regulations concerning the discharge of materials into the environment, and
such regulations have not had a material effect on the capital expenditures or
operations of the Company.
RAW MATERIALS
The Company manages the direct purchasing of approximately 48,000 tons of
paper per year and another 10,000 tons through its printing network. ADVO has
agreements with various paper suppliers and print vendors to assure the supply
of proper paper grades at competitive prices.
These purchases enable ADVO to purchase the paper necessary for its turnkey
family products at favorable prices.
EMPLOYEES
As of September 28, 1996, the Company had a total of approximately 4,800
full and part-time employees. ADVO also uses outside temporary employees,
particularly 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.
ITEM 2. PROPERTIES
ADVO does not own any real estate except for its corporate headquarters,
which the Company purchased in fiscal year 1995. The corporate headquarters,
located in Windsor, Connecticut, consist of two buildings totaling
approximately 136,000 square feet. The Company leases 20 mail processing
facilities and approximately 70 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.
4
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
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION WITH COMPANY
---- --- ---------------------
Robert Kamerschen..... 60 Chairman and Chief Executive Officer
Gary M. Mulloy........ 51 President and Chief Operating Officer
Lowell W. Robinson.... 47 Executive Vice President and Chief Financial Officer
Rick Kurz............. 56 Senior Vice President
Myron L. Lubin........ 56 Senior Vice President
Robert S. Hirst....... 50 Vice President and Controller
Mr. Kamerschen has been the Chairman of the Board since January 1989. From
November 1988 to February 1989, he was President of the Company and he has
been Chief Executive Officer and a Director since November 1988. Mr.
Kamerschen is also a Director of Micrografx, Inc., Domain, Inc. and Cognizant
Corporation.
Mr. Mulloy became President and Chief Operating Officer on November 4, 1996
and 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.
Mr. Robinson became Executive Vice President and Chief Financial Officer of
the Company on May 5, 1994. From April 1993 to April 1994, he was an
independent consultant. From April 1991 to March 1993, he was Vice President
and Chief Financial Officer for The Travelers Managed Care and Employee
Benefits Operations. From October 1988 to March 1991, he was Vice President
and Chief Financial Officer for Citicorp's Global Insurance and Capital
Investments Divisions and from June 1986 to September 1988, he was Vice
President and Controller for Citicorp's Consumer Services Group--
International.
Mr. Kurz became Senior Vice President--Chief Marketing Officer on April 19,
1993. Prior to that, he was a Managing Partner of Marketing Corporation of
America, a marketing consulting firm.
Mr. Lubin became Senior Vice President--Sales on December 4, 1995. From
January 1990 to November 1995, he held the position of Senior Vice President--
President Western Division.
Mr. Hirst became Vice President and Controller on April 16, 1990. He has
held that position for the last six years.
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 hold such office until his successor shall have been duly chosen and
shall have qualified, or until his earlier resignation or removal.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ADVO's 1996 Annual Report to Stockholders includes on page 37 under the
caption "Quarterly Financial Data (Unaudited)" the reported high and low sales
prices of ADVO's common stock for the past two fiscal years, and such
information is incorporated herein by reference and made a part hereof (see
Exhibit 13).
During fiscal 1996, the Company paid its regular first quarter dividend of
$.025 per share of ADVO common stock payable to shareholders of record on
December 27, 1995. On January 17, 1996 the Company announced the declaration
of a special one time dividend (the "Special Dividend") of $10 per share of
ADVO common stock to shareholders of record on February 20, 1996. The
announcement was a result of the Company's initiative to explore strategic
alternatives aimed at increasing shareholder value, which began at the end of
fiscal 1995. In addition, the Board of Directors suspended the Company's
regular quarterly dividend of $.025 per share of ADVO common stock after the
declaration of the Special Dividend. The Special Dividend was funded through a
credit agreement with a syndicate of lenders. This credit agreement subjects
the Company to ratio and time restrictions regarding future cash dividends.
The Company declared quarterly cash dividends of $.025 per share to holders
of ADVO common stock during the fiscal year ended September 30, 1995 for total
cash dividends of $.10 per share. During the fiscal year ended September 24,
1994, the Company declared cash dividends of $.02 per share in the first
quarter and $.025 per share in the last three quarters for total cash
dividends of $.095 per share for the 1994 fiscal year.
The closing price as of November 22, 1996 of the Company's common stock,
under the symbol AD, on the New York Stock Exchange as reported in The Wall
Street Journal was $12 5/8 per share. The approximate number of holders of
record of the common stock on November 22, 1996 was 850.
During fiscal 1996, the Company engaged in no sales of its securities that
were not registered under the Securities Act of 1933.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is included in ADVO's 1996 Annual
Report to Stockholders on page 20 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 1996 Annual
Report to Stockholders on pages 21 through 24 under the caption "Financial
Report" 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 21, 1996, appearing on pages 25
through 38 of ADVO's 1996 Annual Report to Stockholders, are incorporated
herein by reference and made a part hereof (see Exhibit 13).
6
The selected quarterly information required by this item is included under
the caption "Quarterly Financial Data (Unaudited)" on page 37 of ADVO's 1996
Annual Report to Stockholders and is incorporated herein by reference and made
a part hereof (see Exhibit 13).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item, to the extent not included under the
caption "Executive Officers of the Registrant" in Part I of this Annual Report
on Form 10-K, appears on pages 4 and 5 of the Company's definitive proxy
statement dated December 18, 1996 for the annual meeting of stockholders to be
held on January 16, 1997 (the "Proxy Statement"), under the caption "Election
of Directors", and on page 7 of the Proxy Statement under the subcaption
"Section 16 Reports", and is incorporated herein by reference and made a part
hereof.
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 Committee" and
"Company Financial Performance"), and "Governance of the Company" on page 3 of
ADVO's Proxy Statement and is incorporated herein by reference and made a part
hereof.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is included under the captions
"Security Ownership of Certain Beneficial Owners" and "Security Ownership of
Management" on page 2 and on page 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 "Related
Party Transactions" on pages 18 and 19 of ADVO's Proxy Statement and in
footnotes 1 and 2 under the caption "Security Ownership of Certain Beneficial
Owners" on page 2 of ADVO's Proxy Statement and is incorporated herein by
reference and made a part hereof.
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.
7
(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 Annual Report
on Form 10-K for the fiscal year
ended September 30, 1989.
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) 1986 Stock Option Plan of ADVO.* Incorporated by reference to Exhibit
4.1 to the Company's Form S-8 filed
on July 16, 1987 (No. 33-15856).
10(b) 1986 Employee Restricted Stock Plan Incorporated by reference to Exhibit
of ADVO, as amended. * A to the Company's definitive Proxy
Statement for the annual meeting
held on January 24, 1991.
10(c) 1988 Non-Qualified Stock Option Plan Incorporated by reference to Exhibit
and 1993 Stock Option Subplan of A to the Company's definitive Proxy
ADVO, as amended. * Statement for the annual meeting
held on January 18, 1996.
10(d) The ADVO Savings Continuation Plan, Incorporated by reference to Exhibit
effective January 1, 1988. * 10(n) to the Company's Annual Report
on Form 10-K for the fiscal year
ended September 24, 1988.
10(e) Executive Severance Agreement, dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and 10(k) to the Company's Annual Report
Robert Kamerschen. * on Form 10-K for the fiscal year
ended September 30, 1995.
10(f) Executive Severance Agreements, dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and 10(l) to the Company's Annual Report
the executive officer named therein. on Form 10-K for the fiscal year
* ended September 30, 1995.
10(g) Executive Severance Agreements, dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and 10(m) to the Company's Annual Report
the executive officer named therein. on Form 10-K for the fiscal year
* ended September 30, 1995.
10(h) Executive Severance Agreement, dated Incorporated by reference to Exhibit
October 17, 1995 between ADVO and 10(n) to the Company's Annual Report
Robert S. Hirst. * on Form 10-K for the fiscal year
ended September 30, 1995.
8
EXHIBIT NO. EXHIBIT WHERE LOCATED
- ----------- ------- -------------
10(i) Executive Severance Agreement dated Incorporated by reference to Exhibit
April 3, 1996 between ADVO and Larry 10 to the Company's Quarterly Report
G. Morris. * on Form 10-Q for the quarter ended
March 30, 1996.
10(j) Executive Severance Agreement dated Incorporated by reference to Exhibit
May 1, 1996 between ADVO and Joseph 10 to the Company's Quarterly Report
P. Durrett. * on Form 10-Q for the quarter ended
June 29, 1996.
10(k) Employment Agreement, dated May 29, Filed herewith.
1996 between ADVO and Robert
Kamerschen. *
10(l) Employment Agreement, dated November Filed herewith.
4, 1996 between ADVO and Gary M.
Mulloy. *
10(m) Executive Severance Agreement dated Filed herewith.
November 4, 1996 between ADVO and
Gary M. Mulloy. *
10(n) Credit Agreement dated March 4, 1996 Incorporated by reference to Exhibit
between ADVO and a syndicate of 99.3 of the Company's Form 8-K dated
lenders led by Chase Manhattan Bank March 5, 1996.
(National Association) as
Administrative Agent.
10(o) Information Technology Agreement Filed herewith.
dated as of July 16, 1996 between
ADVO and Integrated Systems
Solutions Corporation (d/b/a ISSC).
11 Computation of Per Share Earnings. Filed herewith.
13 1996 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.
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.
No report on Form 8-K was filed by the Company with respect to the quarter
ended September 28, 1996.
9
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 18, 1996
Date: _______________________________ ADVO, Inc.
Robert S. Hirst /s/
By: _________________________________
ROBERT S. HIRST
VICE PRESIDENT AND
CONTROLLER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED. EACH PERSON WHOSE
SIGNATURE APPEARS BELOW HEREBY CONSTITUTES DAVID M. STIGLER AND ROBERT S.
HIRST, 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 18, 1996 Robert Kamerschen /s/ Chairman, Chief Executive
---------------------------- Officer and Director
ROBERT KAMERSCHEN (Principal Executive
Officer)
December 18, 1996 Gary M. Mulloy /s/ President, Chief
---------------------------- Operating Officer and
GARY M. MULLOY Director
December 18, 1996 Lowell W. Robinson /s/ Executive Vice President
---------------------------- and Chief Financial
LOWELL W. ROBINSON Officer (Principal
Financial Officer)
December 18, 1996 Robert S. Hirst /s/ Vice President and
---------------------------- Controller (Principal
ROBERT S. HIRST Accounting Officer)
December 18, 1996 James A. Eskridge /s/ Director
----------------------------
JAMES A. ESKRIDGE
December 18, 1996 Jack W. Fritz /s/ Director
----------------------------
JACK W. FRITZ
December 18, 1996 Lawrence Lachman /s/ Director
----------------------------
LAWRENCE LACHMAN
December 18, 1996 Howard H. Newman /s/ Director
----------------------------
HOWARD H. NEWMAN
December 18, 1996 John R. Rockwell /s/ Director
----------------------------
JOHN R. ROCKWELL
December 18, 1996 John L. Vogelstein /s/ Director
----------------------------
JOHN L. VOGELSTEIN
10
ADVO, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
PAGE
----
Report of independent auditors........................................... *
Consolidated statements of operations for the years ended September 28,
1996, September 30, 1995 and September 24, 1994......................... *
Consolidated balance sheets at September 28, 1996 and September 30, 1995. *
Consolidated statements of cash flows for the years ended September 28,
1996, September 30, 1995 and September 24, 1994......................... *
Consolidated statements of changes in stockholders' equity/(deficiency)
for the years ended September 28, 1996, September 30, 1995 and September
24, 1994................................................................ *
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 or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or notes thereto.
- --------
* Incorporated herein by reference from pages 25 to 38 of the ADVO, Inc. 1996
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
BEGINNING OF COST AND OTHER FROM BALANCE AT
DESCRIPTION PERIOD EXPENSES ACCOUNTS RESERVES END OF PERIOD
----------- ------------ ---------- ---------- ---------- -------------
Year ended September 24,
1994:
Allowances for sales
adjustments.......... $ 2,887 $ -- $ 6,992(b) $ 6,558 $ 3,321
Allowances for
doubtful accounts.... 1,585 3,304 -- 3,105(a)(c) 1,784
Restructuring reserve. 25,750 -- -- 8,641 17,109
Accumulated
amortization--
Goodwill............. 642 331 -- 270 703
Accumulated
amortization--
Intangibles.......... 2,790 1,477 -- 280 3,987
------- ------ ------- ------- -------
$33,654 $5,112 $ 6,992 $18,854 $26,904
======= ====== ======= ======= =======
Year ended September 30,
1995:
Allowances for sales
adjustments.......... $ 3,321 $ -- $ 5,758(b) $ 6,953 $ 2,126
Allowances for
doubtful accounts.... 1,784 2,953 -- 3,445(a)(c) 1,292
Restructuring reserve. 17,109 -- -- 7,230 9,879
Accumulated
amortization--
Goodwill............. 703 329 -- -- 1,032
Accumulated
amortization--
Intangibles.......... 3,987 1,015 -- 604 4,398
------- ------ ------- ------- -------
$26,904 $4,297 $ 5,758 $18,232 $18,727
======= ====== ======= ======= =======
Year ended September 28,
1996:
Allowances for sales
adjustments.......... $ 2,126 $ -- $10,007(b) $ 9,297 $ 2,836
Allowances for
doubtful accounts.... 1,292 3,701 -- 3,603(a) 1,390
Restructuring reserve. 9,879 -- -- 7,820 2,059
Accumulated
amortization--
Goodwill............. 1,032 390 -- -- 1,422
Accumulated
amortization--
Intangibles.......... 4,398 892 -- -- 5,290
------- ------ ------- ------- -------
$18,727 $4,983 $10,007 $20,720 $12,997
======= ====== ======= ======= =======
- --------
(a) Write off of uncollectible accounts, net of recoveries on accounts
previously written off.
(b) Reduction of revenues.
(c) Reclassification of allowances related to discontinued operations.
F-2