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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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 25, 2004
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
incorporation or organization) Identification No.)
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
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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. [ ]
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 26, 2004 was approximately $1,063,000,000. On that date,
there were 30,953,354 outstanding shares of the registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 2004 Annual Report to Stockholders are incorporated by
reference into Parts II and IV of this Report.
Portions of the Proxy Statement for the 2005 Annual Meeting of Stockholders
are incorporated by reference into Part III of this Report.
ADVO, INC.
INDEX TO REPORT ON FORM 10-K
FOR THE YEAR ENDED SEPTEMBER 25, 2004
ITEM PAGE
- ---- ----
PART I
1. Business.................................................... 2
2. Properties.................................................. 7
3. Legal Proceedings........................................... 8
4. Submission of Matters to a Vote of Security Holders......... 8
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 8
6. Selected Financial Data..................................... 10
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 10
7A. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 10
8. Financial Statements and Supplementary Data................. 10
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 10
9A. Controls and Procedures..................................... 10
PART III
10. Directors and Executive Officers of the Registrant.......... 10
11. Executive Compensation...................................... 12
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 12
13. Certain Relationships and Related Transactions.............. 13
14. Principal Accounting Fees and Services...................... 13
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 13
1
PART I
ITEM 1. BUSINESS
GENERAL
ADVO, Inc. ("ADVO" or the "Company") is a full service targeted home
delivered 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 network reaches 112
million households, approximately 78 million homes through its core advertising
programs which are primarily weekly, and approximately 34 million through its
ADVO National Network Extension (A.N.N.E.) program.
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 its insert advertising programs, which enable 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 website, ShopWise.com,
allows retailers to electronically target promotions and values to subscribers.
SHARED ADVERTISING PROGRAMS
In the Company's branded shared advertising 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 fixed 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, which average approximately 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 Company's targeting
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.
The Company's shared advertising 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
2
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 advertising program, the Company provides the
addresses of the households receiving the mail packages, sorts, processes and
transports the advertising material for ultimate delivery primarily 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 advertising 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 Taunton,
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 2004, MailCoups had
approximately 65 franchisees including 225 franchise units in 23 states.
In June 2002, the Company acquired FACC Corporation ("FACC"), which
included both First Avenue and Breezeway Communications, Inc., based in Toronto,
Canada. FACC, a wholly-owned subsidiary of ADVO, 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 includes most major international food
service/restaurant groups and international packaged goods manufacturers. FACC
distributes approximately 220 million pieces of advertising mail per year to
targeted segments of Canada's 12 million households. FACC was renamed ADVO
Canada subsequent to its acquisition.
Mail Marketing Systems, Inc., ("MMSI"), a wholly-owned subsidiary of ADVO,
is a direct mail advertising company located in Columbia, Maryland. MMSI
complements ADVO's core distribution network by providing additional shared mail
coverage to approximately 4.5 million households in 109 smaller market areas not
served by ADVO. 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 uses the private carrier delivery ("PCD") program in markets
where package weights are typically heavier. The PCD program uses the Company's
own delivery professional to deliver shared mail packages directly to the
consumer's door.
3
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 our current clients additional 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 2004, the
Company had stand-alone additional mailings in these existing markets:
Albuquerque, Las Vegas, Akron, Pittsburgh and Southern California.
In response to client demand, ADVO expanded advertising programs in the
Southern California and Pittsburgh metropolitan areas at the end of fiscal year
2004, approximately doubling ADVO's advertising program frequency in those
markets. The Company began a full-weekend shared advertising program in Southern
California to complement its mid-week program. The Company also began a
full-market, mid-week shared advertising program in the Pittsburgh region.
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.
The newspaper 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 ADVO's combined advertising material by hand (through
its regular carrier delivery) to its subscribers, covering the market in full.
The second form of newspaper alliance creates 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. During fiscal 2004, the Company had
newspaper alliances with Gannett Co., Inc., MediaNews Group, Inc.,
Knight-Ridder, Inc., Freedom Communications, The New York Times Co., St.
Petersburg Times, E.W. Scripps Co. and The Tribune Company.
DISTRIBUTION NETWORK
ADVO's distribution network offers a diversified approach to delivering its
clients' messages.
The Company's core distribution network is distributed under the
ShopWise(TM) banner, which is primarily a four-page, colored magazine wrapped
around the shared mail package. The core ShopWise(TM) program reaches
approximately 78 million households, primarily on a weekly basis, in
approximately 130 markets. The zone configuration selected for each market is
normally determined by population density and by proximity to retail outlets.
Advertisers with multiple locations and weekly mailing frequency are a key
determinate of the zones chosen by the Company for its core distribution. The
Company derives most of its revenues from the ShopWise(TM) shared advertising
program.
The Company extended its core shared advertising program by establishing
its rural expansion program. Once a month, the Company reaches rural U.S.
households and provides targeted shared mail advertising coverage to areas that
previously were only served via solo mail.
The Company is part of a network, known as 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 34 million additional
households can be reached on a shared mail basis through A.N.N.E. The Company
handles the clients' orders directly and manages distribution of their
advertising through A.N.N.E.'s members. Conversely, A.N.N.E. enables
participating members (shared mail companies) to offer their clients extended
marketplace reach using the Company's household coverage.
4
These programs, along with the additional in-home distributions and
newspaper alliances, comprise the Company's vast distribution network that
reaches over 112 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 130 million
addresses (constituting nearly all of the households in the United States). The
Company also maintains 12.6 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 2004, 2003 and 2002 no one customer accounted for more than
6% of the Company's sales.
OPERATIONS
Customers' advertising circulars are processed by approximately 1,700
production employees who work at 25 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, newspapers
and Canadian Post. The Company uses the Alphaliner, which is a computerized mail
collator/inserter, at nine of its mail processing facilities. The Alphaliner
offers higher speed and capacity, enhanced productivity and computerized
controls that automate order processing. Additionally, it is electronically
integrated with other machines, and links to ADVO's order fulfillment system.
ADVO expects to continue the rollout of the Alphaliner to the remaining
facilities.
In all 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 U.S. facilities has a Detached Mail Unit
("DMU") where the USPS is on site, 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 its departure at our processing facilities to its final destination at
local post offices and monitors the 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.
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 ADVO's corporate
headquarters with management information. The systems include: order processing
and production control, transportation/
5
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
The printed advertising market is highly competitive with companies
competing primarily on 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.
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 25, 2004, 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 Windsor,
Connecticut branch. The Company believes that its relations with its employees,
including its union employees, are satisfactory.
6
AVAILABLE 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 are not intended to be
incorporated into this Annual Report on Form 10-K or any other SEC report.
We have adopted a Code of Business Ethics and Conduct that applies to all
employees as well as the 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; the Corporate
Governance Committee; and the Compensation and Nomination Committee are posted
on our website www.advo.com. Also posted are the Company's Corporate Governance
Guidelines, Disclosure Committee Charter and Policy on Fair Disclosure to
Investors. Copies of these documents will be provided free of charge upon
written request directed to the Corporate Secretary, ADVO, Inc., One Targeting
Centre, Windsor, CT, 06095.
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, and
Section 27A of the Securities act of 1933, 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
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.
ITEM 2. PROPERTIES
ADVO does not own any real estate except for its corporate headquarters and
one production facility, both of which are located in Windsor, Connecticut. The
corporate headquarters, located at One and Ten Targeting Centre, consists of two
buildings totaling approximately 142,000 square feet. In fiscal 2004, the
Company relocated its former Hartford, Connecticut production facility to a new
operations and technology facility at Great Pond in Windsor, Connecticut. This
location features research and development capabilities for shaping new
technology and processes and incorporates the best practices in branch
operations, client services and engineering. The Great Pond production facility
consists of approximately 161,000 square feet.
7
The Company leases 24 production facilities, including the MailCoups and
ADVO Canada facilities, and 33 sales offices (which excludes the sales offices
that are located in the mail processing facilities) throughout the United
States. The production facilities, including the one production facility owned
by ADVO, are located in the following cities:
Phoenix, Arizona Atlanta, Georgia Pittsburgh, Pennsylvania
Los Angeles 1, California Florence, Kentucky Memphis, Tennessee
Los Angeles 2, California Taunton, Massachusetts Dallas, Texas
San Francisco, California Detroit, Michigan Houston, Texas
Denver, Colorado Las Vegas, Nevada Salt Lake City, Utah
Windsor, Connecticut Cincinnati, Ohio Seattle, Washington
Washington, D.C. Folcroft, Pennsylvania Milwaukee, Wisconsin
Miami, Florida Philadelphia, Pennsylvania Toronto, Canada
Orlando, Florida
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. The Company believes these lawsuits will not have a
material adverse effect on its consolidated financial condition, liquidity or
results of operations. Please refer to ADVO's 2004 Annual Report, Note 14,
"Commitments and Contingencies," for details on the pending lawsuits.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the New York Stock Exchange
("NYSE") under the symbol "AD."
The following table sets forth for the periods indicated the high and low
closing prices per share of the Company's common stock on the NYSE:
HIGH LOW
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Fiscal year ended September 25, 2004:
First Quarter............................................. $33.57 $27.42
Second Quarter............................................ 34.20 31.00
Third Quarter............................................. 33.58 30.55
Fourth Quarter............................................ 33.60 26.50
Fiscal year ended September 27, 2003(1):)
First Quarter............................................. $23.14 $17.19
Second Quarter............................................ 23.30 19.67
Third Quarter............................................. 30.13 21.71
Fourth Quarter............................................ 31.39 26.97
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(1) Restated for three-for-two stock split.
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
8
for every two shares held. The stock dividend was paid on November 7, 2003 to
common stockholders of record as of October 24, 2003.
The Company also announced on October 16, 2003 a quarterly cash dividend at
a rate of $0.11 per share ($0.44 per year). During the fiscal year ended
September 25, 2004 the Company declared cash dividends totaling $0.44 per share
to holders of ADVO common stock. During fiscal years ended September 27, 2003
and September 28, 2002, the Company declared no cash dividends.
The closing price as of November 26, 2004 of the Company's common stock,
under the symbol AD, on the New York Stock Exchange as reported in The Wall
Street Journal was $34.82 per share. The approximate number of holders of record
of the common stock on November 26, 2004 was 563.
During fiscal year 2004, the Company engaged in no sales of its securities
that were not registered under the Securities Act of 1933, as amended.
CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Below is a summary of stock purchases made by the Company or on behalf of
the Company for the quarter ended September 25, 2004.
ISSUER PURCHASES OF EQUITY SECURITIES
------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES PURCHASED AS MAXIMUM NUMBER OF
TOTAL NUMBER AVERAGE PART OF PUBLICLY SHARES THAT MAY YET BE
OF SHARES PRICE PAID ANNOUNCED PURCHASED UNDER THE
PURCHASED PER SHARE PROGRAM(1) PROGRAM(1)
------------ ---------- ------------------- ----------------------
July 2004
Employee
transactions(2)........ 5,605 $32.39 N/A N/A
Deferred compensation
plan(3)................ 330 $31.57 N/A N/A
August 2004
Employee
transactions(2)........ 12,168 $30.50 N/A N/A
Deferred compensation
plan(3)................ 1,020 $30.65 N/A N/A
September 2004
Employee
transactions(2)........ 6,395 $29.36 N/A N/A
Deferred compensation
plan(3)................ 1,380 $30.07 N/A N/A
------
Total shares purchased... 26,898
======
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(1) In October 2003, the Company announced a stock buyback program allowing the
repurchase of 1.5 million shares. Under the authorization, the Company can
purchase shares on the open market. The stock buyback program does not have
an expiration date. The Company purchased no shares under the program for
the quarter and year ended September 25, 2004. The maximum number of shares
that may yet be purchased under the program is 1.5 million shares.
(2) Includes shares attested to in satisfaction of the exercise price and/or tax
withholding obligations by holders of employee stock options who exercised
options and shares withheld to satisfy tax withholding obligations upon
release of restricted shares.
(3) The Company has a non-qualified deferred compensation plan ("plan") that
provides participants the option to invest in several investment
opportunities one of which is the ADVO Stock Fund. These shares of ADVO
stock are purchased and sold by the plan's trustee on the open market.
9
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is included in ADVO's 2004 Annual
Report to Stockholders on page 17 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 2004 Annual
Report to Stockholders on pages 18 through 27 under the caption "Financial
Report" and is incorporated herein by reference and made a part hereof (see
Exhibit 13).
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included in ADVO's 2004 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 Registered Public Accounting Firm thereon dated October 21, 2004
appearing on pages 28 through 44 of ADVO's 2004 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 43 of ADVO's 2004
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 in the Company's definitive proxy statement dated December 22, 2004 for
the annual meeting of stockholders to be held on January 20, 2005 (the "Proxy
Statement"), under the captions "Election of Directors," and "Corporate
10
Governance," and 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
- ---- --- ---------------------
S. Scott Harding.......................... 56 Chief Executive Officer
Edwin Harless............................. 57 Executive Vice President -- Chief Administrative
Officer
Myron L. Lubin............................ 64 Executive Vice President -- President, Diversified
Business Group
Donald E. McCombs......................... 48 Executive Vice President -- President, Operations
Group and Acting Chief Financial Officer
Stephanie Molnar.......................... 45 Executive Vice President -- President, Sales and
Services
Donald S. Schneider....................... 57 Executive Vice President -- Chief Human Resources
Officer
John S. Dearing........................... 50 Senior Vice President -- Corporate Services
Vince Giuliano............................ 57 Senior Vice President -- Government Relations
Daniel J. Sheehan......................... 42 Senior Vice President -- Chief Information Officer
Christopher T. Hutter..................... 38 Vice President -- Financial Planning and Analysis,
Investor Relations and Treasurer
John D. Speridakos........................ 43 Vice President and Controller
Mr. Harding became Chief Executive Officer and was elected to the Board of
Directors on October 15, 2004. From June 1992 to October 2004 he was Chairman
and Chief Executive Officer of Newspaper Services of America (NSA) which he
co-founded. NSA, the nation's largest print media planning and buying agency was
sold to Interpublic Group of Companies in 1995.
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., a life
science company, including Senior Vice President and General Manager from
October 1997 to August 2000.
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 senior management positions in the marketing and sales areas.
Mr. McCombs became Executive Vice President- President, Operations Group on
October 26, 2001 and Acting Chief Financial Officer on March 25, 2004. 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 other senior management positions in the finance area.
Ms. Molnar became Executive Vice President -- President, Sales and Services
on October 14, 2004. From February 2004 to October 2004, she was Executive Vice
President -- President, Sales and Marketing. 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. Schneider became Executive Vice President -- Chief Human Resources
Officer on October 14, 2004. Prior to that, he held the position of Senior Vice
President, Human Resources from July 2004 to October 2004. From April 2003 to
June 2004 he was a principal at Rev Solutions, a consulting practice focused on
development and execution of company-wide Human Resource strategies. Prior to
that, from November 2002 to March 2003 he was Executive Vice
President -- Director of Human Resources at McCann -- Erickson World Group, a
multi-national marketing communications network. From September 1998 to
September 2002, he was Senior Vice President -- Human Resources and
Administration at Winstar Communications, a broadband services company.
11
Mr. Dearing became Senior Vice President -- Corporate Services on October
14, 2004. From October 2001 to October 2004 he was Senior Vice
President -- Security. Prior to that, he held various positions with the Company
since 1998, including most recently senior management positions in the security
and fulfillment/operations areas.
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. Sheehan became Senior Vice President -- Chief Information Officer on
October 14, 2004. Prior to that, he held the position of Vice President, Chief
Information Officer from October 2000 to October 2004. From June 1999 to
September 2000 he was Chief Information Officer at Acsys Inc., a professional
staffing and workforce solutions company. Prior to that, from January 1997 to
May 1999, he was Director of SAP Application Development at the Coca-Cola
Company.
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 most recently Vice President, Assistant Treasurer and
Investor Relations from October 1998 to October 1999.
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 of 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 qualified, or until his earlier resignation or removal.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included under the captions
"Executive Compensation", "Corporate Governance", "Compensation and Nomination
Committee Report" and "Company Financial Performance" 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" of ADVO's Proxy Statement and is incorporated herein by reference
and made a part hereof.
The following table presents information regarding the Company's equity
compensation plans at September 25, 2004:
NUMBER OF SECURITIES
NUMBER OF SECURITIES WEIGHTED AVERAGE REMAINING AVAILABLE
TO BE ISSUED UPON EXERCISE EXERCISE PRICE OF FOR FUTURE ISSUANCE
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, UNDER EQUITY
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS COMPENSATION PLANS
- ------------- -------------------------- -------------------- --------------------
Equity compensation plans approved
by shareholders(a)................ 2,553,648 $24.77 1,173,000
Equity compensation plans not
approved by shareholders.......... -- -- --
--------- ------ ---------
Total............................... 2,553,648 $24.77 1,173,000
========= ====== =========
- ---------------
(a) Includes the 1998 Incentive Compensation Plan and the 1990 Non-Employee
Directors' Restricted Stock Plan.
12
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 caption
"Principal Accounting Fees and Services" 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 18.
(2)Financial Statement Schedules. See the Index to Financial Statements
and Financial Statement Schedules on page 18.
(3)Exhibits. The following is a list of the exhibits to this Report:
EXHIBIT
NO. EXHIBIT WHERE LOCATED
------- ------- -------------
3(a) Certificate of Amendment of Restated Incorporated by reference to Exhibit 3(a) to
Certificate of Incorporation of ADVO. the Company's Quarterly Report on Form 10-Q
for the quarter ended December 27, 2003.
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.
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) 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(d) 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(e) 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.
13
EXHIBIT
NO. EXHIBIT WHERE LOCATED
------- ------- -------------
10(f) 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(g) 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(h) 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(i) 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.
10(j) 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(k) 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(l) 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(m) 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(n) Amended 1990 Non-Employee Directors Incorporated by reference to Exhibit 10(u) to
Restricted Stock Plan.* the Company's Annual Report on Form 10-K for
the fiscal year ended September 27, 2003.
10(o) Credit Agreement dated December 4, 2003 Incorporated by reference to Exhibit 10(v) to
between ADVO and a syndicate of banks led by the Company's Annual Report on Form 10-K for
JPMorgan Chase Bank as Administrative Agent. the fiscal year ended September 27, 2003.
10(p) ADVO, Inc. $125,000,000 Note Purchase Incorporated by reference to Exhibit 10(w) to
Agreement with private lenders dated December the Company's Annual Report on Form 10-K for
4, 2003. the fiscal year ended September 27, 2003.
10(q) Severance Agreement dated January 8, 2004 Incorporated by reference to Exhibit 10(a) to
between ADVO and A. Brian Sanders.* the Company's Quarterly Report on Form 10-Q
for the quarter ended December 27, 2003.
10(r) Severance Agreement dated January 29, 2004 Incorporated by reference to Exhibit 10(b) to
between ADVO and B. Kabe Woods.* the Company's Quarterly Report on Form 10-Q
for the quarter ended December 27, 2003.
14
EXHIBIT
NO. EXHIBIT WHERE LOCATED
------- ------- -------------
10(s) Employment Agreement dated June 15, 2004 Incorporated by reference to Exhibit 10 to
between ADVO and Bobbie Gaunt.* the Company's Quarterly Report on Form 10-Q
for the quarter ended June 26, 2004.
10(t) Separation Agreement dated June 14, 2004 Incorporated by reference to Exhibit 10 to
between ADVO and Gary Mulloy.* the Company's Form 8-K dated June 14, 2004.
10(u) Employment Agreement dated October 11, 2004 Incorporated by reference to Exhibit 10.1 to
between ADVO and S. Scott Harding.* the Company's Form 8-K dated October 11,
2004.
10(v) Amended Employment Agreement dated October Incorporated by reference to Exhibit 10.2 to
10, 2004 between ADVO and Bobbie Gaunt.* the Company's Form 8-K dated October 11,
2004.
10(w) Amendment No. 1 to Employment Agreement dated Incorporated by reference to Exhibit 10.1 to
November 5, 2004 between ADVO and S. Scott the Company's Form 8-K dated November 5,
Harding.* 2004.
10(x) Executive Severance Agreement dated September Filed herewith.
18, 2000 between ADVO and Daniel J. Sheehan.*
10(y) Executive Severance Agreement dated July 19, Filed herewith.
2004 between ADVO and Donald S. Schneider.*
13 2004 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.
31(a) Certification of Chief Executive Officer Filed herewith.
pursuant to Rule 13a-14(a) of the Securities
Exchange Act.
31(b) Certification of Acting Chief Financial Filed herewith.
Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act.
32 Certification of Chief Executive Officer and Filed herewith.
Acting Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
- ---------------
* Management contract or compensatory plan required to be filed as an exhibit
pursuant to item 14(c) of this report.
15
(b) Reports on Form 8-K.
The following reports on Form 8-K were filed during or subsequent to the
fourth quarter of fiscal 2004:
1) Current Report on Form 8-K dated December 6, 2004, reporting under Item
8.01, the Company's newspaper alliance with Paddock Publications' Daily
Herald.
2) Current Report on Form 8-K dated November 18, 2004, reporting under Item
7.01, Regulation FD Disclosure.
3) Current Report on Form 8-K dated November 5, 2004, reporting under Item
1.01 an amendment to S. Scott Harding's Employment Agreement.
4) The Company furnished a Current Report on Form 8-K dated October 21,
2004, which reported the Company's earnings press release for the fourth
quarter and year ended September 25, 2004.
5) Current Report on Form 8-K dated October 11, 2004 reporting under Items
1.01, 5.02, 8.01 the following:
- Election of S. Scott Harding as Chief Executive Officer effective
October 15, 2004,
- Election of S. Scott Harding as director to the Company's Board of
Directors effective October 15, 2004, and
- Announcement of Bobbie Gaunt's resignation as Interim CEO effective
the close of business on October 14, 2004.
6) Current Report on Form 8-K dated October 5, 2004 reporting under Item
8.01 the Company's expansion of advertising programs in Southern
California, Pittsburgh and Raleigh-Durham metropolitan areas,
respectively.
7) Current Report on Form 8-K dated October 1, 2004 reporting under Item
8.01 the Company's recently adopted Policy on Fair Disclosure to
Investors.
8) Current Report on Form 8-K dated August 23, 2004 reporting under Item
8.01 the Company's expansion of advertising programs in three major
markets.
16
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.
ADVO, INC.
By: /s/ JOHN D. SPERIDAKOS
------------------------------------
John D. Speridakos
Vice President and Controller
Date: December 9, 2004
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 9, 2004 /s/ S. SCOTT HARDING Chief Executive Officer and
------------------------------------------ Director (Principal Executive
S. Scott Harding Officer)
December 9, 2004 /s/ DONALD E. MCCOMBS Executive Vice President,
------------------------------------------ President -- Operations Group and
Donald E. McCombs Acting Chief Financial Officer
(Principal Financial Officer)
December 9, 2004 /s/ JOHN D. SPERIDAKOS Vice President and Controller
------------------------------------------ (Principal Accounting Officer)
John D. Speridakos
December 9, 2004 /s/ TODD BROWN Director
------------------------------------------
Todd Brown
December 9, 2004 /s/ DAVID F. DYER Director
------------------------------------------
David F. Dyer
December 9, 2004 /s/ BOBBIE GAUNT Director
------------------------------------------
Bobbie Gaunt
December 9, 2004 /s/ KAREN KAPLAN Director
------------------------------------------
Karen Kaplan
December 9, 2004 /s/ JOHN J. MAHONEY Chairman of the Board and
------------------------------------------ Director
John J. Mahoney
December 9, 2004 /s/ HOWARD H. NEWMAN Director
------------------------------------------
Howard H. Newman
17
ADVO, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
PAGE
----
Report of Independent Registered Public Accounting Firm..... *
Consolidated Statements of Operations for the years ended
September 25, 2004, September 27, 2003, and September 28,
2002...................................................... *
Consolidated Balance Sheets at September 25, 2004 and
September 27, 2003........................................ *
Consolidated Statements of Cash Flows for the years ended
September 25, 2004, September 27, 2003, and September 28,
2002...................................................... *
Consolidated Statements of Changes in Stockholders' Equity
for the years ended September 25, 2004, September 27,
2003, and September 28, 2002.............................. *
Notes to Consolidated Financial Statements.................. *
Consolidated Schedules
II -- Valuation and Qualifying Accounts................... 19
All other schedules have been omitted since the required
information is not present.
- ---------------
* Incorporated herein by reference from pages 28 to 44 of the ADVO, Inc. 2004
Annual Report to Stockholders.
18
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 COSTS AND OTHER FROM END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS RESERVES PERIOD
----------- ---------- ---------- ---------- ---------- ----------
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)(c) 4,276(a) 2,110
Allowances for notes receivable..... -- 181 905 (c) 253 833
Accumulated amortization
intangibles....................... 8,767 370 -- -- 9,137
------- ------ ------ ------- -------
$15,931 $4,196 $7,976 $13,302 $14,801
======= ====== ====== ======= =======
Year ended September 25, 2004:
Allowances for sales adjustments.... $ 2,721 $ -- $9,665 (b) $ 9,188 $ 3,198
Allowances for doubtful accounts.... 2,110 5,687 (98) 5,668(a) 2,031
Allowances for notes receivable..... 833 1,150 260 506 1,737
Accumulated amortization
intangibles....................... 9,137 3 -- -- 9,140
------- ------ ------ ------- -------
$14,801 $6,840 $9,827 $15,362 $16,106
======= ====== ====== ======= =======
- ---------------
(a) Write-off of uncollectible accounts, net of recoveries on accounts
previously written off.
(b) Reduction of revenues.
(c) Reflects the reclassification of accounts receivable to notes receivable.
19