QUARTERLY INFORMATION (UNAUDITED)

As described in Note 1 to the Consolidated Financial Statements, we have restated our historical consolidated financial statements for the previously issued years ended December 30, 2012 and December 25, 2011 and consolidated financial statements for each of the quarters in the year ended December 30, 2012 and the first three quarters in the fiscal year ended December 29, 2013.

The following tables summarize the significant effects of the adjustments on operating income, net income, net revenues, total assets, total current liabilities, financing liability and other long-term liabilities for the quarters ended September 29, 2013, June 30, 2013, March 31, 2013, September 23, 2012, June 24, 2012, and March 25, 2012.



	Operating Income (Loss)
(amounts in thousands)	September 29, 2013		June 30, 2013		March 31, 2013		September 23, 2012		June 24, 2012		March 25, 2012
As Previously Reported	13,717		6,481		(1,302	)	3,315		(84,515	)	(19,513	)
Restatement Adjustments:
Spain Transaction Adjustments	(3	)	5		(933	)	(922	)	4		(592	)
Income Tax Adjustments	—		—		—		—		—		—
Other Out of Period Adjustments	(133	)	(98	)	20		818		(370	)	385
As Restated in this Annual Report on Form 10-K	13,581		6,388		(2,215	)	3,211		(84,881	)	(19,720	)



	Net Earnings (Loss) Attributable to Checkpoint Systems, Inc.
(amounts in thousands)	September 29, 2013		June 30, 2013		March 31, 2013		September 23, 2012		June 24, 2012		March 25, 2012
As Previously Reported	7,624		(13,074	)	(6,284	)	(5,334	)	(94,161	)	(10,991	)
Restatement Adjustments:
Spain Transaction Adjustments	(278	)	(362	)	(1,102	)	(955	)	(1,605	)	110
Income Tax Adjustments	—		—		—		(2	)	203		—
Other Out of Period Adjustments	(214	)	(55	)	(37	)	533		239		(228	)
As Restated in this Annual Report on Form 10-K	7,132		(13,491	)	(7,423	)	(5,758	)	(95,324	)	(11,109	)



	Net Revenues
(amounts in thousands)	September 29, 2013		June 30, 2013	March 31, 2013		September 23, 2012		June 24, 2012	March 25, 2012
As Previously Reported	174,466		172,018	148,835		168,813		177,604	144,194
Restatement Adjustments:
Spain Transaction Adjustments	(3	)	5	(933	)	(920	)	4	(709	)
Income Tax Adjustments	—		—	—		—		—	—
Other Out of Period Adjustments	425		267	271		365		154	(82	)
As Restated in this Annual Report on Form 10-K	174,888		172,290	148,173		168,258		177,762	143,403



	Total Assets
(amounts in thousands)	September 29, 2013		June 30, 2013		March 31, 2013		September 23, 2012		June 24, 2012		March 25, 2012
As Previously Reported	782,886		771,467		806,335		877,780		898,578		1,007,167
Restatement Adjustments:
Spain Transaction Adjustments	9,080		8,639		8,708		7,876		6,072		8,785
Income Tax Adjustments	—		—		—		(18	)	(17	)	(227	)
Balance Sheet Reclassifications	(3,716	)	(4,274	)	(3,314	)	5,074		5,074		5,074
Other Out of Period Adjustments	1,949		1,970		1,567		1,622		2,898		1,709
As Restated in this Annual Report on Form 10-K	790,199		777,802		813,296		892,334		912,605		1,022,508



	Total Current Liabilities
(amounts in thousands)	September 29, 2013		June 30, 2013		March 31, 2013		September 23, 2012		June 24, 2012		March 25, 2012
As Previously Reported	207,262		174,116		187,032		214,469		223,993		254,251
Restatement Adjustments:
Spain Transaction Adjustments	(649	)	(625	)	(615	)	(623	)	(604	)	(637	)
Income Tax Adjustments	—		—		—		—		—		—
Balance Sheet Reclassifications	658		126		1,096		—		—		—
Other Out of Period Adjustments	2,257		1,766		1,383		1,513		1,859		1,961
As Restated in this Annual Report on Form 10-K	209,528		175,383		188,896		215,359		225,248		255,575



	Financing Liability
(amounts in thousands)	September 29, 2013	June 30, 2013	March 31, 2013	September 23, 2012	June 24, 2012	March 25, 2012
As Previously Reported	—	—	—	—	—	—
Restatement Adjustments:
Spain Transaction Adjustments	33,934	32,135	31,162	30,568	29,139	30,281
Income Tax Adjustments	—	—	—	—	—	—
Balance Sheet Reclassifications	—	—	—	—	—	—
Other Out of Period Adjustments	—	—	—	—	—	—
As Restated in this Annual Report on Form 10-K	33,934	32,135	31,162	30,568	29,139	30,281



	Other Long-term Liabilities
(amounts in thousands)	September 29, 2013		June 30, 2013		March 31, 2013		September 23, 2012		June 24, 2012		March 25, 2012
As Previously Reported	33,228		32,708		33,814		32,651		33,516		35,879
Restatement Adjustments:
Spain Transaction Adjustments	(3,710	)	(3,569	)	(3,516	)	(4,478	)	(5,248	)	(5,540	)
Income Tax Adjustments	—		—		—		—		—		—
Balance Sheet Reclassifications	(5,074	)	(5,074	)	(5,074	)	5,074		5,074		5,074
Other Out of Period Adjustments	3,383		3,671		3,879		4,820		5,012		5,382
As Restated in this Annual Report on Form 10-K	27,827		27,736		29,103		38,067		38,354		40,795

The following quarterly financial statements reflect the impacts of the restatement adjustments for the quarters ended September 29, 2013, June 30, 2013, March 31, 2013, September 23, 2012, June 24, 2012, and March 25, 2012.

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET (unaudited)



	March 31, 2013
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	131,079		$	—		131,079
Accounts receivable, net of allowance of $12,366	141,505			2,140			143,645
Inventories	83,854			145			83,999
Other current assets	26,289			832			27,121
Deferred income taxes	9,087			634			9,721
Assets of discontinued operations held for sale	21,528			—			21,528
Total Current Assets	413,342			3,751			417,093
REVENUE EQUIPMENT ON OPERATING LEASE, net	1,737			—			1,737
PROPERTY, PLANT, AND EQUIPMENT, net	101,506			—			83,064
GOODWILL	179,287			—			179,287
OTHER INTANGIBLES, net	72,196			—			90,638
DEFERRED INCOME TAXES	25,929			4,181			30,110
OTHER ASSETS	12,338			(971		)	11,367
TOTAL ASSETS	$	806,335		$	6,961		$	813,296
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt	$	5,936		$	—		5,936
Accounts payable	61,554			—			61,554
Accrued compensation and related taxes	27,034			(756		)	26,278
Other accrued expenses	45,528			—			45,528
Unearned revenues	7,957			2,620			10,577
Restructuring reserve	6,356			—			6,356
Accrued pensions - current	4,541			—			4,541
Other current liabilities	19,385			—			19,385
Liabilities of discontinued operations held for sale	8,741			—			8,741
Total Current Liabilities	187,032			1,864			188,896
LONG-TERM DEBT, LESS CURRENT MATURITIES	106,897			—			106,897
FINANCING LIABILITY	—			31,162			31,162
ACCRUED PENSIONS	92,625			2,280			94,905
OTHER LONG-TERM LIABILITIES	33,814			(4,711		)	29,103
DEFERRED INCOME TAXES	15,353			—			15,353
COMMITMENTS AND CONTINGENCIES
CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 500,000 shares authorized, none issued	—			—			—
Common stock, par value $.10 per share, 100,000,000 shares authorized, issued 44,944,529 shares	4,494			—			4,494
Additional capital	427,323			—			427,323
Retained earnings (Accumulated deficit)	12,108			(23,887		)	(11,779		)
Common stock in treasury, at cost, 4,035,912 shares	(71,520		)	—			(71,520		)
Accumulated other comprehensive income, net of tax	(2,254		)	253			(2,001		)
TOTAL CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY	370,151			(23,634		)	346,517
NON-CONTROLLING INTERESTS	463			—			463
TOTAL EQUITY	370,614			(23,634		)	346,980
TOTAL LIABILITIES AND EQUITY	$	806,335		$	6,961		$	813,296

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET (unaudited)



	June 30, 2013
(amounts in thousands)	As Previously Reported			Restatement Adjustments		As Restated in this Annual Report on Form 10-K
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	123,125		—		123,125
Accounts receivable, net of allowance of $13,512	138,705			2,019		140,724
Inventories	84,002			147		84,149
Other current assets	33,202			(138	)	33,064
Deferred income taxes	8,938			823		9,761
Total Current Assets	387,972			2,851		390,823
REVENUE EQUIPMENT ON OPERATING LEASE, net	1,336			—		1,336
PROPERTY, PLANT, AND EQUIPMENT, net	94,759			—		76,857
GOODWILL	180,524			—		180,524
OTHER INTANGIBLES, net	70,186			—		88,088
DEFERRED INCOME TAXES	25,742			4,320		30,062
OTHER ASSETS	10,948			(836	)	10,112
TOTAL ASSETS	$	771,467		6,335		$	777,802
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt	$	423		—		423
Accounts payable	71,983			—		71,983
Accrued compensation and related taxes	20,296			(406	)	19,890
Other accrued expenses	45,508			—		45,508
Income taxes	—			—		—
Unearned revenues	9,345			1,673		11,018
Restructuring reserve	4,393			—		4,393
Accrued pensions - current	4,610			—		4,610
Other current liabilities	17,558			—		17,558
Liabilities of discontinued operations held for sale	—			—		—
Total Current Liabilities	174,116			1,267		175,383
LONG-TERM DEBT, LESS CURRENT MATURITIES	95,757			—		95,757
FINANCING LIABILITY	—			32,135		32,135
ACCRUED PENSIONS	93,913			2,314		96,227
OTHER LONG-TERM LIABILITIES	32,708			(4,972	)	27,736
DEFERRED INCOME TAXES	15,013			—		15,013
COMMITMENTS AND CONTINGENCIES
CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 500,000 shares authorized, none issued	—			—		—
Common stock, par value $.10 per share, 100,000,000 shares authorized, issued 45,202,617 shares	4,520			—		4,520
Additional capital	430,535			—		430,535
Accumulated deficit	(966		)	(24,304	)	(25,270		)
Common stock in treasury, at cost, 4,035,912 shares	(71,520		)	—		(71,520		)
Accumulated other comprehensive income, net of tax	(2,609		)	(105	)	(2,714		)
TOTAL CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY	359,960			(24,409	)	335,551
NON-CONTROLLING INTERESTS	—			—		—
TOTAL EQUITY	359,960			(24,409	)	335,551
TOTAL LIABILITIES AND EQUITY	$	771,467		6,335		$	777,802

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET (unaudited)



	September 29, 2013
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	96,196		—			96,196
Accounts receivable, net of allowance of $12,684	158,531			1,937			160,468
Inventories	94,961			—			94,961
Other current assets	40,847			396			41,243
Deferred income taxes	9,047			1,006			10,053
Total Current Assets	399,582			3,339			402,921
REVENUE EQUIPMENT ON OPERATING LEASE, net	1,304			—			1,304
PROPERTY, PLANT, AND EQUIPMENT, net	93,037			—			75,953
GOODWILL	184,445			—			184,445
OTHER INTANGIBLES, net	68,541			—			85,625
DEFERRED INCOME TAXES	26,190			4,689			30,879
OTHER ASSETS	9,787			(715		)	9,072
TOTAL ASSETS	$	782,886		$	7,313		$	790,199
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt	$	33,115		—			33,115
Accounts payable	67,051			—			67,051
Accrued compensation and related taxes	22,948			—			22,948
Other accrued expenses	47,957			—			47,957
Unearned revenues	8,440			2,266			10,706
Restructuring reserve	3,618			—			3,618
Accrued pensions - current	4,790			—			4,790
Other current liabilities	19,343			—			19,343
Liabilities of discontinued operations held for sale	—			—			—
Total Current Liabilities	207,262			2,266			209,528
LONG-TERM DEBT, LESS CURRENT MATURITIES	56,125			—			56,125
FINANCING LIABILITY	—			33,934			33,934
ACCRUED PENSIONS	97,516			2,405			99,921
OTHER LONG-TERM LIABILITIES	33,228			(5,401		)	27,827
DEFERRED INCOME TAXES	15,034			—			15,034
COMMITMENTS AND CONTINGENCIES
CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 500,000 shares authorized, none issued	—			—			—
Common stock, par value $.10 per share, 100,000,000 shares authorized, issued 45,389,813 shares	4,539			—			4,539
Additional capital	431,960			—			431,960
Retained earnings (Accumulated deficit)	6,658			(24,796		)	(18,138		)
Common stock in treasury, at cost, 4,035,912 shares	(71,520		)	—			(71,520		)
Accumulated other comprehensive income, net of tax	2,084			(1,095		)	989
TOTAL CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY	373,721			(25,891		)	347,830
NON-CONTROLLING INTERESTS	—			—			—
TOTAL EQUITY	373,721			(25,891		)	347,830
TOTAL LIABILITIES AND EQUITY	$	782,886		$	7,313		$	790,199

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET (unaudited)



	March 25, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	93,304		—			93,304
Restricted cash	268			—			268
Accounts receivable, net of allowance of $13,983	166,819			496			167,315
Inventories	133,820			393			134,213
Other current assets	49,118			(108		)	49,010
Deferred income taxes	7,820			1,165			8,985
Assets of discontinued operations held for sale	6,202			—			6,202
Total Current Assets	457,351			1,946			459,297
REVENUE EQUIPMENT ON OPERATING LEASE, net	1,925			—			1,925
PROPERTY, PLANT, AND EQUIPMENT, net	130,062			—			110,227
GOODWILL	289,979			—			289,979
OTHER INTANGIBLES, net	82,295			—			102,130
DEFERRED INCOME TAXES	27,713			12,882			40,595
OTHER ASSETS	17,842			513			18,355
TOTAL ASSETS	$	1,007,167		$	15,341		$	1,022,508
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt	$	51,703		—			51,703
Accounts payable	49,488			—			49,488
Accrued compensation and related taxes	28,962			(369		)	28,593
Other accrued expenses	62,636			—			62,636
Unearned revenues	15,089			1,693			16,782
Restructuring reserve	12,142			—			12,142
Accrued pensions - current	4,530			—			4,530
Other current liabilities	27,761			—			27,761
Liabilities of discontinued operations held for sale	1,940			—			1,940
Total Current Liabilities	254,251			1,324			255,575
LONG-TERM DEBT, LESS CURRENT MATURITIES	93,871			—			93,871
FINANCING LIABILITY	—			30,281			30,281
ACCRUED PENSIONS	79,946			—			79,946
OTHER LONG-TERM LIABILITIES	35,879			4,916			40,795
DEFERRED INCOME TAXES	19,158			—			19,158
COMMITMENTS AND CONTINGENCIES
CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 500,000 shares authorized, none issued	—			—			—
Common stock, par value $.10 per share, 100,000,000 shares authorized, issued 44,434,255 shares	4,443			—			4,443
Additional capital	420,581			—			420,581
Retained earnings (Accumulated deficit)	153,277			(22,292		)	130,985
Common stock in treasury, at cost, 4,035,912 shares	(71,520		)	—			(71,520		)
Accumulated other comprehensive income, net of tax	16,322			1,112			17,434
TOTAL CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY	523,103			(21,180		)	501,923
NON-CONTROLLING INTERESTS	959			—			959
TOTAL EQUITY	524,062			(21,180		)	502,882
TOTAL LIABILITIES AND EQUITY	$	1,007,167		$	15,341		$	1,022,508

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET (unaudited)



	June 24, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments		As Restated in this Annual Report on Form 10-K
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	84,265		—		84,265
Restricted cash	254			—		254
Accounts receivable, net of allowance of $15,246	173,506			532		174,038
Inventories	120,847			(129	)	120,718
Other current assets	48,998			(108	)	48,890
Deferred income taxes	7,637			641		8,278
Assets of discontinued operations held for sale	5,175			—		5,175
Total Current Assets	440,682			936		441,618
REVENUE EQUIPMENT ON OPERATING LEASE, net	1,734			—		1,734
PROPERTY, PLANT, AND EQUIPMENT, net	117,886			—		98,742
GOODWILL	218,517			—		218,517
OTHER INTANGIBLES, net	78,842			—		97,986
DEFERRED INCOME TAXES	26,714			12,668		39,382
OTHER ASSETS	14,203			423		14,626
TOTAL ASSETS	$	898,578		14,027		$	912,605
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt	$	11,817		—		11,817
Accounts payable	56,699			—		56,699
Accrued compensation and related taxes	27,152			(349	)	26,803
Other accrued expenses	62,474			—		62,474
Unearned revenues	12,155			1,604		13,759
Restructuring reserve	19,698			—		19,698
Accrued pensions - current	4,290			—		4,290
Other current liabilities	28,116			—		28,116
Liabilities of discontinued operations held for sale	1,592			—		1,592
Total Current Liabilities	223,993			1,255		225,248
LONG-TERM DEBT, LESS CURRENT MATURITIES	125,738			—		125,738
FINANCING LIABILITY	—			29,139		29,139
ACCRUED PENSIONS	75,785			—		75,785
OTHER LONG-TERM LIABILITIES	33,516			4,838		38,354
DEFERRED INCOME TAXES	19,051			—		19,051
COMMITMENTS AND CONTINGENCIES
CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 500,000 shares authorized, none issued	—			—		—
Common stock, par value $.10 per share, 100,000,000 shares authorized, issued 44,504,789 shares	4,450			—		4,450
Additional capital	421,732			—		421,732
Retained earnings	59,116			(23,455	)	35,661
Common stock in treasury, at cost, 4,035,912 shares	(71,520		)	—		(71,520		)
Accumulated other comprehensive income, net of tax	5,782			2,250		8,032
TOTAL CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY	419,560			(21,205	)	398,355
NON-CONTROLLING INTERESTS	935			—		935
TOTAL EQUITY	420,495			(21,205	)	399,290
TOTAL LIABILITIES AND EQUITY	$	898,578		14,027		$	912,605

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET (unaudited)



	September 23, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	75,124		—			75,124
Accounts receivable, net of allowance of $15,107	179,034			647			179,681
Inventories	110,051			(77		)	109,974
Other current assets	45,602			(108		)	45,494
Deferred income taxes	7,776			839			8,615
Assets of discontinued operations held for sale	3,836			—			3,836
Total Current Assets	421,423			1,301			422,724
REVENUE EQUIPMENT ON OPERATING LEASE, net	1,804			—			1,804
PROPERTY, PLANT, AND EQUIPMENT, net	114,332			—			95,950
GOODWILL	222,958			—			222,958
OTHER INTANGIBLES, net	76,954			—			95,336
DEFERRED INCOME TAXES	26,946			12,914			39,860
OTHER ASSETS	13,363			339			13,702
TOTAL ASSETS	$	877,780		$	14,554		$	892,334
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt	$	4,360		—			4,360
Accounts payable	64,757			—			64,757
Accrued compensation and related taxes	29,507			(766		)	28,741
Other accrued expenses	54,286			—			54,286
Unearned revenues	11,545			1,656			13,201
Restructuring reserve	15,780			—			15,780
Accrued pensions - current	4,429			—			4,429
Other current liabilities	28,727			—			28,727
Liabilities of discontinued operations held for sale	1,078			—			1,078
Total Current Liabilities	214,469			890			215,359
LONG-TERM DEBT, LESS CURRENT MATURITIES	111,335			—			111,335
FINANCING LIABILITY	—			30,568			30,568
ACCRUED PENSIONS	78,381			—			78,381
OTHER LONG-TERM LIABILITIES	32,651			5,416			38,067
DEFERRED INCOME TAXES	18,817			—			18,817
COMMITMENTS AND CONTINGENCIES
CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 500,000 shares authorized, none issued	—			—			—
Common stock, par value $.10 per share, 100,000,000 shares authorized, issued 44,600,006 shares	4,460			—			4,460
Additional capital	423,165			—			423,165
Retained earnings	53,782			(23,879		)	29,903
Common stock in treasury, at cost, 4,035,912 shares	(71,520		)	—			(71,520		)
Accumulated other comprehensive income, net of tax	11,370			1,559			12,929
TOTAL CHECKPOINT SYSTEMS, INC. STOCKHOLDERS' EQUITY	421,257			(22,320		)	398,937
NON-CONTROLLING INTERESTS	870			—			870
TOTAL EQUITY	422,127			(22,320		)	399,807
TOTAL LIABILITIES AND EQUITY	$	877,780		$	14,554		$	892,334

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)



	13 Weeks Ended
	March 31, 2013
(amounts in thousands, except per share data)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net revenues	$	148,835		(662		)	148,173
Cost of revenues	94,894			13			94,907
Gross profit	53,941			(675		)	53,266
Selling, general, and administrative expenses	55,287			238			55,525
Research and development	4,693			—			4,693
Restructuring expenses	2,016			—			2,016
Litigation settlement	(6,584		)	—			(6,584		)
Acquisition costs	161			—			161
Other expense	—			—			—
Other operating income	(330		)	—			(330		)
Operating loss	(1,302		)	(913		)	(2,215		)
Interest income	399			—			399
Interest expense	2,059			505			2,564
Other gain (loss), net	(545		)	—			(545		)
Loss from continuing operations before income taxes	(3,507		)	(1,418		)	(4,925		)
Income taxes expense (benefit)	279			(279		)	—
Net loss from continuing operations	(3,786		)	(1,139		)	(4,925		)
Loss from discontinued operations, net of tax expense of $134	(2,556		)	—			(2,556		)
Net loss	(6,342		)	(1,139		)	(7,481		)
Less: loss attributable to non-controlling interests	(58		)	—			(58		)
Net loss attributable to Checkpoint Systems, Inc.	$	(6,284	)	$	(1,139	)	$	(7,423	)

Basic loss attributable to Checkpoint Systems, Inc. per share:
Loss from continuing operations	$	(0.09	)	$	(0.03	)	$	(0.12	)
Loss from discontinued operations, net of tax	$	(0.06	)	$	—		$	(0.06	)
Basic loss attributable to Checkpoint Systems, Inc. per share	$	(0.15	)	$	(0.03	)	$	(0.18	)
Diluted loss attributable to Checkpoint Systems, Inc. per share:
Loss from continuing operations	$	(0.09	)	$	(0.03	)	$	(0.12	)
Loss from discontinued operations, net of tax	$	(0.06	)	$	—		$	(0.06	)
Diluted loss attributable to Checkpoint Systems, Inc. per share	$	(0.15	)	$	(0.03	)	$	(0.18	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)



	13 Weeks Ended									Six Months Ended
	June 30, 2013									June 30, 2013
(amounts in thousands, except per share data)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K			As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net revenues	$	172,018		272			172,290			320,853			(390		)	320,463
Cost of revenues	102,399			—			102,399			197,293			13			197,306
Gross profit	69,619			272			69,891			123,560			(403		)	123,157
Selling, general, and administrative expenses	56,850			365			57,215			112,137			603			112,740
Research and development	4,627			—			4,627			9,320			—			9,320
Restructuring expenses	1,629			—			1,629			3,645			—			3,645
Litigation settlement	—			—			—			(6,584		)	—			(6,584		)
Acquisition costs	280			—			280			441			—			441
Other operating income	(248		)	—			(248		)	(578		)	—			(578		)
Operating income	6,481			(93		)	6,388			5,179			(1,006		)	4,173
Interest income	405			—			405			804			—			804
Interest expense	2,822			508			3,330			4,881			1,013			5,894
Other loss, net	(1,966		)	—			(1,966		)	(2,511		)	—			(2,511		)
Earnings (loss) from continuing operations before income taxes	2,098			(601		)	1,497			(1,409		)	(2,019		)	(3,428		)
Income taxes expense	784			(184		)	600			1,063			(463		)	600
Net earnings (loss) from continuing operations	1,314			(417		)	897			(2,472		)	(1,556		)	(4,028		)
Loss from discontinued operations, net of tax (benefit) expense of ($66) and $68	(14,329		)	—			(14,329		)	(16,885		)	—			(16,885		)
Net loss	(13,015		)	(417		)	(13,432		)	(19,357		)	(1,556		)	(20,913		)
Less: gain attributable to non-controlling interests	59			—			59			1			—			1
Net loss attributable to Checkpoint Systems, Inc.	$	(13,074	)	$	(417	)	$	(13,491	)	$	(19,358	)	$	(1,556	)	$	(20,914	)

Basic loss attributable to Checkpoint Systems, Inc. per share:
Earnings (loss) from continuing operations	$	0.03		$	(0.01	)	$	0.02		$	(0.06	)	$	(0.04	)	$	(0.10	)
Loss from discontinued operations, net of tax	$	(0.35	)	$	—		$	(0.35	)	$	(0.41	)	$	—		$	(0.41	)
Basic loss attributable to Checkpoint Systems, Inc. per share	$	(0.32	)	$	(0.01	)	$	(0.33	)	$	(0.47	)	$	(0.04	)	$	(0.51	)
Diluted loss attributable to Checkpoint Systems, Inc. per share:
Earnings (loss) from continuing operations	$	0.03		$	(0.01	)	$	0.02		$	(0.06	)	$	(0.04	)	$	(0.10	)
Loss from discontinued operations, net of tax	$	(0.34	)	$	—		$	(0.34	)	$	(0.41	)	$	—		$	(0.41	)
Diluted loss attributable to Checkpoint Systems, Inc. per share	$	(0.31	)	$	(0.01	)	$	(0.32	)	$	(0.47	)	$	(0.04	)	$	(0.51	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)



	13 Weeks Ended									Nine Months Ended
	September 29, 2013									September 29, 2013
(amounts in thousands, except per share data)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K			As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net revenues	$	174,466		422			174,888			495,319			32			495,351
Cost of revenues	104,210			146			104,356			301,503			159			301,662
Gross profit	70,256			276			70,532			193,816			(127		)	193,689
Selling, general, and administrative expenses	50,980			412			51,392			163,117			1,015			164,132
Research and development	4,369			—			4,369			13,689			—			13,689
Restructuring expenses	937			—			937			4,582			—			4,582
Litigation Settlement	—			—						(6,584		)				(6,584		)
Acquisition costs	253			—			253			694			—			694
Other operating income	—			—						(578		)				(578		)
Operating income	13,717			(136		)	13,581			18,896			(1,142		)	17,754
Interest income	294			—			294			1,098			—			1,098
Interest expense	2,453			523			2,976			7,334			1,536			8,870
Other loss, net	(1,002		)	—			(1,002		)	(3,513		)	—			(3,513		)
Earnings from continuing operations before income taxes	10,556			(659		)	9,897			9,147			(2,678		)	6,469
Income taxes expense	2,832			(167		)	2,665			3,895			(630		)	3,265
Net earnings (loss) from continuing operations	7,724			(492		)	7,232			5,252			(2,048		)	3,204
Loss from discontinued operations, net of tax expense of $0 and $68	(100		)	—			(100		)	(16,985		)	—			(16,985		)
Net earnings (loss)	7,624			(492		)	7,132			(11,733		)	(2,048		)	(13,781		)
Less: gain attributable to non-controlling interests	—			—			—			1			—			1
Net earnings (loss) attributable to Checkpoint Systems, Inc.	$	7,624		$	(492	)	$	7,132		$	(11,734	)	$	(2,048	)	$	(13,782	)

Basic earnings (loss) attributable to Checkpoint Systems, Inc. per share:
Earnings from continuing operations	$	0.18		$	(0.01	)	$	0.17		$	0.13		$	(0.05	)	$	0.08
Loss from discontinued operations, net of tax	$	—		$	—		$	—		$	(0.41	)	$	—		$	(0.41	)
Basic earnings (loss) attributable to Checkpoint Systems, Inc. per share	$	0.18		$	(0.01	)	$	0.17		$	(0.28	)	$	(0.05	)	$	(0.33	)
Diluted earnings (loss) attributable to Checkpoint Systems, Inc. per share:
Earnings from continuing operations	$	0.18		$	(0.01	)	$	0.17		$	0.13		$	(0.05	)	$	0.08
Loss from discontinued operations, net of tax	$	—		$	—		$	—		$	(0.41	)	$	—		$	(0.41	)
Diluted earnings (loss) attributable to Checkpoint Systems, Inc. per share	$	0.18		$	(0.01	)	$	0.17		$	(0.28	)	$	(0.05	)	$	(0.33	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)



	13 Weeks Ended
	March 25, 2012
(amounts in thousands, except per share data)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net revenues	$	144,194		(791		)	143,403
Cost of revenues	91,173			(241		)	90,932
Gross profit	53,021			(550		)	52,471
Selling, general, and administrative expenses	65,603			(343		)	65,260
Research and development	4,454			—			4,454
Restructuring expenses	1,718			—			1,718
Litigation settlement	—			—			—
Acquisition costs	14			—			14
Other expense	745			—			745
Other operating income	—			—			—
Operating loss	(19,513		)	(207		)	(19,720		)
Interest income	500			—			500
Interest expense	1,935			470			2,405
Other loss, net	(150		)	—			(150		)
Loss from continuing operations before income taxes	(21,098		)	(677		)	(21,775		)
Income taxes benefit	(10,196		)	(559		)	(10,755		)
Net loss from continuing operations	(10,902		)	(118		)	(11,020		)
Loss from discontinued operations, net of tax benefit of $80	(368		)	—			(368		)
Net loss	(11,270		)	(118		)	(11,388		)
Less: loss attributable to non-controlling interests	(279		)	—			(279		)
Net loss attributable to Checkpoint Systems, Inc.	$	(10,991	)	$	(118	)	$	(11,109	)

Basic loss attributable to Checkpoint Systems, Inc. per share:
Loss from continuing operations	$	(0.26	)	$	—		$	(0.26	)
Loss from discontinued operations, net of tax	$	(0.01	)	$	—		$	(0.01	)
Basic loss attributable to Checkpoint Systems, Inc. per share	$	(0.27	)	$	—		$	(0.27	)
Diluted loss attributable to Checkpoint Systems, Inc. per share:
Loss from continuing operations	$	(0.26	)	$	—		$	(0.26	)
Loss from discontinued operations, net of tax	$	(0.01	)	$	—		$	(0.01	)
Diluted loss attributable to Checkpoint Systems, Inc. per share	$	(0.27	)	$	—		$	(0.27	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)



	13 Weeks Ended									Six Months Ended
	June 24, 2012									June 24, 2012
(amounts in thousands, except per share data)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K			As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net revenues	$	177,604		158			177,762			321,798			(633		)	321,165
Cost of revenues	107,080			523			107,603			198,253			282			198,535
Gross profit	70,524			(365		)	70,159			123,545			(915		)	122,630
Selling, general, and administrative expenses	65,220			1			65,221			130,823			(342		)	130,481
Research and development	4,020			—			4,020			8,474			—			8,474
Restructuring expenses	21,266			—			21,266			22,984			—			22,984
Goodwill impairment	64,437			—			64,437			64,437			—			64,437
Acquisition costs	96			—			96			110			—			110
Other operating income	—			—			—			745			—			745
Operating loss	(84,515		)	(366		)	(84,881		)	(104,028		)	(573		)	(104,601		)
Interest income	395			—			395			895			—			895
Interest expense	1,939			471			2,410			3,874			941			4,815
Other loss, net	(146		)	—			(146		)	(296		)	—			(296		)
Loss from continuing operations before income taxes	(86,205		)	(837		)	(87,042		)	(107,303		)	(1,514		)	(108,817		)
Income taxes expense (benefit)	5,624			326			5,950			(4,572		)	(233		)	(4,805		)
Net loss from continuing operations	(91,829		)	(1,163		)	(92,992		)	(102,731		)	(1,281		)	(104,012		)
Loss from discontinued operations, net of tax expense (benefit) of $77 and ($3)	(2,357		)	—			(2,357		)	(2,725		)	—			(2,725		)
Net loss	(94,186		)	(1,163		)	(95,349		)	(105,456		)	(1,281		)	(106,737		)
Less: loss attributable to non-controlling interests	(25		)	—			(25		)	(304		)	—			(304		)
Net loss attributable to Checkpoint Systems, Inc.	$	(94,161	)	$	(1,163	)	$	(95,324	)	$	(105,152	)	$	(1,281	)	$	(106,433	)

Basic loss attributable to Checkpoint Systems, Inc. per share:
Loss from continuing operations	$	(2.24	)	$	(0.03	)	$	(2.27	)	$	(2.50	)	$	(0.03	)	$	(2.53	)
Loss from discontinued operations, net of tax	$	(0.06	)	$	—		$	(0.06	)	$	(0.07	)	$	—		$	(0.07	)
Basic loss attributable to Checkpoint Systems, Inc. per share	$	(2.30	)	$	(0.03	)	$	(2.33	)	$	(2.57	)	$	(0.03	)	$	(2.60	)
Diluted loss attributable to Checkpoint Systems, Inc. per share:
Loss from continuing operations	$	(2.24	)	$	(0.03	)	$	(2.27	)	$	(2.50	)	$	(0.03	)	$	(2.53	)
Loss from discontinued operations, net of tax	$	(0.06	)	$	—		$	(0.06	)	$	(0.07	)	$	—		$	(0.07	)
Diluted loss attributable to Checkpoint Systems, Inc. per share	$	(2.30	)	$	(0.03	)	$	(2.33	)	$	(2.57	)	$	(0.03	)	$	(2.60	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)



	13 Weeks Ended									Nine Months Ended
	September 23, 2012									September 23, 2012
(amounts in thousands, except per share data)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K			As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net revenues	$	168,813		(555		)	168,258			490,611			(1,188		)	489,423
Cost of revenues	100,153			(50		)	100,103			298,406			232			298,638
Gross profit	68,660			(505		)	68,155			192,205			(1,420		)	190,785
Selling, general, and administrative expenses	56,881			(401		)	56,480			187,704			(743		)	186,961
Research and development	4,335			—			4,335			12,809			—			12,809
Restructuring expenses	4,112			—			4,112			27,096			—			27,096
Goodwill impairment	—			—			—			64,437			—			64,437
Acquisition costs	17			—			17			127			—			127
Other operating income	—			—			—			745			—			745
Operating income (loss)	3,315			(104		)	3,211			(100,713		)	(677		)	(101,390		)
Interest income	396			—			396			1,291			—			1,291
Interest expense	4,668			463			5,131			8,542			1,404			9,946
Other loss, net	325			—			325			29			—			29
Loss from continuing operations before income taxes	(632		)	(567		)	(1,199		)	(107,935		)	(2,081		)	(110,016		)
Income taxes expense (benefit)	3,648			(143		)	3,505			(924		)	(376		)	(1,300		)
Net loss from continuing operations	(4,280		)	(424		)	(4,704		)	(107,011		)	(1,705		)	(108,716		)
Loss from discontinued operations, net of tax expense of $117 and $114	(1,105		)	—			(1,105		)	(3,830		)	—			(3,830		)
Net loss	(5,385		)	(424		)	(5,809		)	(110,841		)	(1,705		)	(112,546		)
Less: loss attributable to non-controlling interests	(51		)	—			(51		)	(355		)	—			(355		)
Net loss attributable to Checkpoint Systems, Inc.	$	(5,334	)	$	(424	)	$	(5,758	)	$	(110,486	)	$	(1,705	)	$	(112,191	)

Basic loss attributable to Checkpoint Systems, Inc. per share:
Loss from continuing operations	$	(0.10	)	$	(0.01	)	$	(0.11	)	$	(2.61	)	$	(0.04	)	$	(2.65	)
Loss from discontinued operations, net of tax	$	(0.03	)	$	—		$	(0.03	)	$	(0.09	)	$	—		$	(0.09	)
Basic loss attributable to Checkpoint Systems, Inc. per share	$	(0.13	)	$	(0.01	)	$	(0.14	)	$	(2.70	)	$	(0.04	)	$	(2.74	)
Diluted loss attributable to Checkpoint Systems, Inc. per share:
Loss from continuing operations	$	(0.10	)	$	(0.01	)	$	(0.11	)	$	(2.61	)	$	(0.04	)	$	(2.65	)
Loss from discontinued operations, net of tax	$	(0.03	)	$	—		$	(0.03	)	$	(0.09	)	$	—		$	(0.09	)
Diluted loss attributable to Checkpoint Systems, Inc. per share	$	(0.13	)	$	(0.01	)	$	(0.14	)	$	(2.70	)	$	(0.04	)	$	(2.74	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)



	13 Weeks Ended
	March 31, 2013										March 25, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K				As Previously Reported				Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net loss	$	(6,342	)	(1,139		)	$	(7,481	)		$	(11,270	)		(118		)	$	(11,388	)
Other comprehensive (loss) income, net of tax:
Amortization of pension plan actuarial losses, net of tax benefit of $108 and $0	282			—			282				71				—			71
Change in realized and unrealized losses on derivative hedges, net of tax benefit of $0 and $13	(157		)	—			(157		)		(592		)		—			(592		)
Foreign currency translation adjustment	(3,341		)	742			(2,599		)		4,124				(367		)	3,757
Total other comprehensive income (loss), net of tax	(3,216		)	742			(2,474		)	1	3,603			2	(367		)	3,236
Comprehensive loss	(9,558		)	(397		)	(9,955		)		(7,667		)		(485		)	$	(8,152	)
Less: comprehensive loss attributable to non-controlling interests	(225		)	—			(225		)		(257		)		—			$	(257	)
Comprehensive loss attributable to Checkpoint Systems, Inc.	$	(9,333	)	$	(397	)	$	(9,730	)		$	(7,410	)		$	(485	)	$	(7,895	)



	13 Weeks Ended
	June 30, 2013										June 24, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K				As Previously Reported				Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net loss	$	(13,015	)	$	(417	)	$	(13,432	)		$	(94,186	)		$	(1,163	)	$	(95,349	)
Other comprehensive (loss) income, net of tax:
Amortization of pension plan actuarial losses, net of tax benefit of $113 and $0	273			—			273				71				—			71
Change in realized and unrealized losses on derivative hedges, net of tax benefit of $0 and $18	4			—			4				590				—			590
Foreign currency translation adjustment	(638		)	(358		)	(996		)		(11,200		)		1,138			(10,062		)
Total other comprehensive loss, net of tax	(361		)	(358		)	(719		)	1	(10,539		)	2	1,138			(9,401		)
Comprehensive loss	(13,376		)	(775		)	(14,151		)		(104,725		)		(25		)	$	(104,750	)
Less: comprehensive gain (loss) attributable to non-controlling interests	53			—			53				(24		)		—			$	(24	)
Comprehensive loss attributable to Checkpoint Systems, Inc.	$	(13,429	)	$	(775	)	$	(14,204	)		$	(104,701	)		$	(25	)	$	(104,726	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)



	Six Month Ended
	June 30, 2013									June 24, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K			As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net loss	$	(19,357	)	$	(1,556	)	$	(20,913	)	$	(105,456	)	$	(1,281	)	$	(106,737	)
Other comprehensive (loss) income, net of tax:
Amortization of pension plan actuarial losses, net of tax benefit of $221 and $0	555			—			555			142			—			142
Change in realized and unrealized losses on derivative hedges, net of tax benefit of $0 and $55	(153		)	—			(153		)	(2		)	—			(2		)
Foreign currency translation adjustment	(3,979		)	384			(3,595		)	(7,076		)	771			(6,305		)
Total other comprehensive loss, net of tax	(3,577		)	384			(3,193		)	(6,936		)	771			(6,165		)
Comprehensive loss	(22,934		)	(1,172		)	(24,106		)	(112,392		)	(510		)	(112,902		)
Less: comprehensive loss attributable to non-controlling interests	(172		)	—			(172		)	(281		)	—			$	(281	)
Comprehensive loss attributable to Checkpoint Systems, Inc.	$	(22,762	)	$	(1,172	)	$	(23,934	)	$	(112,111	)	$	(510	)	$	(112,621	)



	13 Weeks Ended
	September 29, 2013							September 23, 2012
(amounts in thousands)	As Previously Reported		Restatement Adjustments			As Restated in this Annual Report on Form 10-K		As Previously Reported				Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net earnings (loss)	$	7,624	$	(492	)	$	7,132	$	(5,385	)		$	(424	)	$	(5,809	)
Other comprehensive income (loss), net of tax:
Amortization of pension plan actuarial losses, net of tax benefit of $122 and $0	269		—			269		68				—			68
Change in realized and unrealized gains (losses) on derivative hedges, net of tax benefit of $139 and $42	132		—			132		(799		)		—			(799		)
Foreign currency translation adjustment	4,292		(990		)	3,302		6,305				(691		)	5,614
Total other comprehensive income (loss), net of tax	4,693		(990		)	3,703		5,574			2	(691		)	4,883
Comprehensive income (loss)	12,317		(1,482		)	10,835		189				(1,115		)	$	(926	)
Less: comprehensive loss attributable to non-controlling interests	—		—			—		(65		)		—			$	(65	)
Comprehensive income (loss) attributable to Checkpoint Systems, Inc.	$	12,317	$	(1,482	)	$	10,835	$	254			$	(1,115	)	$	(861	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)



	Nine Month Ended
	September 29, 2013									September 23, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K			As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Net loss	$	(11,733	)	$	(2,048	)	$	(13,781	)	$	(110,841	)	$	(1,705	)	$	(112,546	)
Other comprehensive income (loss), net of tax:
Amortization of pension plan actuarial losses, net of tax benefit of $343 and $0	824			—			824			210			—			210
Change in realized and unrealized losses on derivative hedges, net of tax benefit of $139 and $37	(21		)	—			(21		)	(801		)	—			(801		)
Foreign currency translation adjustment	313			(606		)	(293		)	(771		)	80			(691		)
Total other comprehensive Income (loss), net of tax	1,116			(606		)	510			(1,362		)	80			(1,282		)
Comprehensive loss	(10,617		)	(2,654		)	(13,271		)	(112,203		)	(1,625		)	(113,828		)
Less: comprehensive loss attributable to non-controlling interests	(172		)	—			(172		)	(346		)	—			$	(346	)
Comprehensive loss attributable to Checkpoint Systems, Inc.	$	(10,445	)	$	(2,654	)	$	(13,099	)	$	(111,857	)	$	(1,625	)	$	(113,482	)

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS



	Three Months Ended
	March 31, 2013
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Cash flows from operating activities:
Net loss	$	(6,342	)	$	(1,139	)	$	(7,481	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	7,309			—			6,962
Amortization of debt issuance costs	—			—			347
Interest on financing liability	—			505			505
Deferred taxes	(114		)	(279		)	(393		)
Stock-based compensation	1,972			—			1,972
Provision for losses on accounts receivable	(699		)	—			(699		)
Excess tax benefit on stock compensation	(23		)	—			(23		)
Loss on disposal of fixed assets	170			—			170
Litigation settlement	(6,584		)	—			(6,584		)
Restructuring-related asset impairment	731			—			731
Decrease (increase) in operating assets, net of the effects of acquired companies:
Accounts receivable	39,180			(4,329		)	34,851
Inventories	(1,181		)	(73		)	(1,254		)
Other current assets	10,302			(3,538		)	6,764
(Decrease) increase in operating liabilities, net of the effects of acquired companies:
Accounts payable	(6,973		)	4,942			(2,031		)
Income taxes	(2,462		)	—			(2,462		)
Unearned revenues - current	(8,846		)	4,167			(4,679		)
Restructuring reserve	(3,063		)	—			(3,063		)
Other liabilities	(10,334		)	(256		)	(10,590		)
Net cash provided by operating activities	13,043			—			13,043
Cash flows from investing activities:
Acquisition of property, plant, and equipment and intangibles	(1,363		)	—			(1,363		)
Other investing activities	440			—			440
Net cash used in investing activities	(923		)	—			(923		)
Cash flows from financing activities:
Proceeds from stock issuances	600			—			600
Excess tax benefit on stock compensation	23			—			23
Proceeds from short-term debt	2,272			—			2,272
Payment of short-term debt	(248		)	—			(248		)
Net change in factoring and bank overdrafts	(431		)	—			(431		)
Payment of long-term debt	(71		)	—			(71		)
Net cash provided by financing activities	2,145			—			2,145
Effect of foreign currency rate fluctuations on cash and cash equivalents	(2,015		)	—			(2,015		)
Net increase in cash and cash equivalents	12,250			—			12,250
Cash and cash equivalents:
Beginning of period	118,829			—			118,829
End of period	$	131,079		$	—		$	131,079

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS



	Six Months Ended
	June 30, 2013
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Cash flows from operating activities:
Net loss	$	(19,357	)	$	(1,556	)	$	(20,913	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	14,487			—			13,666
Amortization of debt issuance costs	—			—			821
Interest on financing liability	—			1,013			1,013
Deferred taxes	(305		)	(463		)	(768		)
Stock-based compensation	3,859			—			3,859
Provision for losses on accounts receivable	(522		)	—			(522		)
Excess tax benefit on stock compensation	(122		)	—			(122		)
Loss on disposal of fixed assets	375			—			375
Litigation settlement	(6,584		)	—			(6,584		)
Gain on sale of subsidiary	(248		)	—			(248		)
Loss on sale of discontinued operations	13,024			—			13,024
Restructuring-related asset impairment	731			—			731
Decrease (increase) in operating assets, net of the effects of acquired companies:
Accounts receivable	41,613			(4,305		)	37,308
Inventories	(2,456		)	(73		)	(2,529		)
Other current assets	2,690			(2,542		)	148
Increase (decrease) in operating liabilities, net of the effects of acquired companies:
Accounts payable	3,351			4,916			8,267
Income taxes	(2,329		)	—			(2,329		)
Unearned revenues - current	(7,007		)	3,167			(3,840		)
Restructuring reserve	(5,059		)	—			(5,059		)
Other liabilities	(19,182		)	(157		)	(19,339		)
Net cash provided by operating activities	16,959			—			16,959
Cash flows from investing activities:
Acquisition of property, plant, and equipment and intangibles	(3,310		)	—			(3,310		)
Cash proceeds from the sale of discontinued operations	1,290			—			1,290
Cash proceeds from the sale of subsidiary	227			—			227
Other investing activities	921			—			921
Net cash used in investing activities	(872		)	—			(872		)
Cash flows from financing activities:
Proceeds from stock issuances	1,545			—			1,545
Excess tax benefit on stock compensation	122			—			122
Proceeds from short-term debt	2,759			—			2,759
Payment of short-term debt	(2,561		)	—			(2,561		)
Net change in factoring and bank overdrafts	(339		)	—			(339		)
Payment of long-term debt	(10,113		)	—			(10,113		)
Net cash used in financing activities	(8,587		)	—			(8,587		)
Effect of foreign currency rate fluctuations on cash and cash equivalents	(3,204		)	—			(3,204		)
Net increase in cash and cash equivalents	4,296			—			4,296
Cash and cash equivalents:
Beginning of period	118,829			—			118,829
End of period	$	123,125		$	—		$	123,125

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS



	Nine Months Ended
	September 29, 2013
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Cash flows from operating activities:
Net loss	$	(11,733	)	$	(2,048	)	$	(13,781	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	21,315			—			20,094
Amortization of debt issuance costs	—			—			1,221
Interest on financing liability	—			1,536			1,536
Deferred taxes	(228		)	(630		)	(858		)
Stock-based compensation	5,145			—			5,145
Provision for losses on accounts receivable	(638		)	—			(638		)
Excess tax benefit on stock compensation	(594		)	—			(594		)
Loss on disposal of fixed assets	343			—			343
Litigation settlement	(6,584		)	—			(6,584		)
Gain on sale of subsidiary	(248		)	—			(248		)
Loss on sale of discontinued operations	13,043			—			13,043
Restructuring-related asset impairment	731			—			731
Decrease (increase) in operating assets, net of the effects of acquired companies:
Accounts receivable	25,020			(4,318		)	20,702
Inventories	(12,514		)	73			(12,441		)
Other current assets	(3,824		)	(3,088		)	(6,912		)
(Decrease) increase in operating liabilities, net of the effects of acquired companies:
Accounts payable	(2,604		)	4,930			2,326
Income taxes	(1,950		)	—			(1,950		)
Unearned revenues - current	(8,139		)	3,715			(4,424		)
Restructuring reserve	(5,923		)	—			(5,923		)
Other liabilities	(14,825		)	(170		)	(14,995		)
Net cash used in operating activities	(4,207		)	—			(4,207		)
Cash flows from investing activities:
Acquisition of property, plant, and equipment and intangibles	(5,955		)	—			(5,955		)
Cash proceeds from the sale of discontinued operations	1,502			—			1,502
Cash proceeds from the sale of subsidiary	227			—			227
Other investing activities	1,151			—			1,151
Net cash used in investing activities	(3,075		)	—			(3,075		)
Cash flows from financing activities:
Proceeds from stock issuances	2,980			—			2,980
Excess tax benefit on stock compensation	594			—			594
Proceeds from short-term debt	2,759			—			2,759
Payment of short-term debt	(2,561		)	—			(2,561		)
Net change in factoring and bank overdrafts	(441		)	—			(441		)
Payment of long-term debt	(17,138		)	—			(17,138		)
Net cash used in financing activities	(13,807		)	—			(13,807		)
Effect of foreign currency rate fluctuations on cash and cash equivalents	(1,544		)	—			(1,544		)
Net decrease in cash and cash equivalents	(22,633		)	—			(22,633		)
Cash and cash equivalents:
Beginning of period	118,829			—			118,829
End of period	$	96,196		$	—		$	96,196

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS



	Three Months Ended
	March 25, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Cash flows from operating activities:
Net loss	$	(11,270	)	$	(118	)	$	(11,388	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	8,580			—			8,313
Amortization of debt issuance costs	—			—			267
Interest on financing liability	—			479			479
Deferred taxes	(434		)	(594		)	(1,028		)
Stock-based compensation	1,867			—			1,867
Provision for losses on accounts receivable	1,390			—			1,390
Excess tax benefit on stock compensation	73			—			73
Gain on disposal of fixed assets	(68		)	—			(68		)
Decrease (increase) in operating assets, net of the effects of acquired companies:
Accounts receivable	44,636			190			44,826
Inventories	(2,968		)	(123		)	(3,091		)
Other current assets	(3,950		)	—			(3,950		)
(Decrease) increase in operating liabilities, net of the effects of acquired companies:
Accounts payable	(20,437		)	—			(20,437		)
Income taxes	(3,594		)	—			(3,594		)
Unearned revenues - current	(1,728		)	527			(1,201		)
Restructuring reserve	(5,658		)	—			(5,658		)
Other liabilities	89			(209		)	(120		)
Net cash provided by operating activities	6,528			152			6,680
Cash flows from investing activities:
Acquisition of property, plant, and equipment and intangibles	(5,365		)	—			(5,365		)
Change in restricted cash	25			—			25
Other investing activities	288			—			288
Net cash used in investing activities	(5,052		)	—			(5,052		)
Cash flows from financing activities:
Proceeds from stock issuances	521			—			521
Excess tax benefit on stock compensation	(73		)	—			(73		)
Proceeds from short-term debt	2,837			—			2,837
Payment of short-term debt	(2,613		)	—			(2,613		)
Net change in factoring and bank overdrafts	(633		)	—			(633		)
Proceeds from long-term debt	2,000			—			2,000
Payment of long-term debt	(5,321		)	—			(5,321		)
Net cash used in financing activities	(3,282		)	—			(3,282		)
Effect of foreign currency rate fluctuations on cash and cash equivalents	1,629			(3		)	1,626
Net decrease in cash and cash equivalents	(177		)	149			(28		)
Cash and cash equivalents:
Beginning of period	93,481			(149		)	93,332
End of period	$	93,304		$	—		$	93,304

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS



	Six Month Ended
	June 24, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Cash flows from operating activities:
Net loss	$	(105,456	)	$	(1,281	)	$	(106,737	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	16,475			—			15,940
Amortization of debt issuance costs	—			—			535
Interest on financing liability	—			941			941
Deferred taxes	(916		)	(303		)	(1,219		)
Stock-based compensation	2,814			—			2,814
Provision for losses on accounts receivable	3,296			—			3,296
Excess tax benefit on stock compensation	(97		)	—			(97		)
Gain on disposal of fixed assets	(295		)	—			(295		)
Intangible impairment	672			—			672
Goodwill impairment	64,807			—			64,807
Restructuring-related asset impairment	5,297			—			5,297
Decrease (increase) in operating assets, net of the effects of acquired companies:
Accounts receivable	33,961			190			34,151
Inventories	7,357			399			7,756
Other current assets	(1,198		)	—			(1,198		)
(Decrease) increase in operating liabilities, net of the effects of acquired companies:
Accounts payable	(12,117		)	—			(12,117		)
Income taxes	(3,325		)	—			(3,325		)
Unearned revenues - current	(9,166		)	513			(8,653		)
Restructuring reserve	2,125			—			2,125
Other liabilities	6,371			(308		)	6,063
Net cash provided by operating activities	10,605			151			10,756
Cash flows from investing activities:
Acquisition of property, plant, and equipment and intangibles	(8,383		)	—			(8,383		)
Change in restricted cash	39			—			39
Other investing activities	518			—			518
Net cash used in investing activities	(7,826		)	—			(7,826		)
Cash flows from financing activities:
Proceeds from stock issuances	623			—			623
Excess tax benefit on stock compensation	97			—			97
Proceeds from short-term debt	2,863			—			2,863
Payment of short-term debt	(10,765		)	—			(10,765		)
Net change in factoring and bank overdrafts	(1,475		)	—			(1,475		)
Proceeds from long-term debt	3,000			—			3,000
Payment of long-term debt	(5,380		)	—			(5,380		)
Net cash used in financing activities	(11,037		)	—			(11,037		)
Effect of foreign currency rate fluctuations on cash and cash equivalents	(958		)	(2		)	(960		)
Net decrease in cash and cash equivalents	(9,216		)	149			(9,067		)
Cash and cash equivalents:
Beginning of period	93,481			(149		)	93,332
End of period	$	84,265		$	—		$	84,265

CHECKPOINT SYSTEMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS



	Nine Months Ended
	September 23, 2012
(amounts in thousands)	As Previously Reported			Restatement Adjustments			As Restated in this Annual Report on Form 10-K
Cash flows from operating activities:
Net loss	$	(110,841	)	$	(1,705	)	$	(112,546	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	25,184			—			23,190
Amortization of debt issuance costs	—			—			1,994
Interest on financing liability	—			1,404			1,404
Deferred taxes	(967		)	(482		)	(1,449		)
Stock-based compensation	3,737			—			3,737
Provision for losses on accounts receivable	3,400			—			3,400
Excess tax benefit on stock compensation	(97		)	—			(97		)
Gain on disposal of fixed assets	(1,069		)	—			(1,069		)
Intangible impairment	1,442			—			1,442
Goodwill impairment	64,807			—			64,807
Restructuring-related asset impairment	6,156			—			6,156
Decrease (increase) in operating assets, net of the effects of acquired companies:
Accounts receivable	32,875			190			33,065
Inventories	19,634			347			19,981
Other current assets	633			—			633
Decrease in operating liabilities, net of the effects of acquired companies:
Accounts payable	(4,562		)	—			(4,562		)
Income taxes	(3,319		)	—			(3,319		)
Unearned revenues - current	(10,143		)	508			(9,635		)
Restructuring reserve	(1,983		)	—			(1,983		)
Other liabilities	(3,696		)	(110		)	(3,806		)
Net cash provided by operating activities	21,191			152			21,343
Cash flows from investing activities:
Acquisition of property, plant, and equipment and intangibles	(10,415		)	—			(10,415		)
Change in restricted cash	291			—			291
Proceeds from sale of real estate	4,560			—			4,560
Other investing activities	1,148			—			1,148
Net cash used in investing activities	(4,416		)	—			(4,416		)
Cash flows from financing activities:
Proceeds from stock issuances	922			—			922
Excess tax benefit on stock compensation	97			—			97
Proceeds from short-term debt	3,451			—			3,451
Payment of short-term debt	(11,481		)	—			(11,481		)
Net change in factoring and bank overdrafts	(9,121		)	—			(9,121		)
Proceeds from long-term debt	3,000			—			3,000
Payment of long-term debt	(20,439		)	—			(20,439		)
Debt issuance costs	(2,113		)	—			(2,113		)
Net cash used in financing activities	(35,684		)	—			(35,684		)
Effect of foreign currency rate fluctuations on cash and cash equivalents	552			(3		)	549
Net decrease in cash and cash equivalents	(18,357		)	149			(18,208		)
Cash and cash equivalents:
Beginning of period	93,481			(149		)	93,332
End of period	$	75,124		$	—		$	75,124



	QUARTERS (unaudited)
(amounts in thousands, except per share data)	First		Second		Third
2013	As Previously Reported		As Previously Reported		As Previously Reported
Net revenues	148,835		172,018		174,466
Gross profit	53,941		69,619		70,256
Net (loss) earnings from continuing operations	(3,786	)	1,314		7,724
Net (loss) earnings attributable to Checkpoint Systems, Inc.	(6,284	)	(13,074	)	7,624
Net (loss) earnings from continuing operations per share:
Basic	(0.09	)	0.03		0.18
Diluted	(0.09	)	0.03		0.18
Net (loss) earnings attributable to Checkpoint Systems, Inc. per share:
Basic	(0.15	)	(0.32	)	0.18
Diluted	(0.15	)	(0.31	)	0.18



			QUARTERS (unaudited)
(amounts in thousands, except per share data)	First		Second		Third		Fourth		Year
2012	As Previously Reported		As Previously Reported		As Previously Reported		As Previously Reported		As Previously Reported
Net revenues	144,194		177,604		168,813		200,178		690,789
Gross profit	53,021		70,524		68,660		78,637		270,842
Net loss from continuing operations	(10,902	)	(91,829	)	(4,280	)	(31,435	)	(138,446	)
Net loss attributable to Checkpoint Systems, Inc.	(10,991	)	(94,161	)	(5,334	)	(35,390	)	(145,876	)
Net loss from continuing operations per share:
Basic	(0.26	)	(2.24	)	(0.10	)	(0.76	)	(3.36	)
Diluted	(0.26	)	(2.24	)	(0.10	)	(0.76	)	(3.36	)
Net loss attributable to Checkpoint Systems, Inc. per share:
Basic	(0.27	)	(2.30	)	(0.13	)	(0.86	)	(3.56	)
Diluted	(0.27	)	(2.30	)	(0.13	)	(0.86	)	(3.56	)



	QUARTERS (unaudited)
(amounts in thousands, except per share data)	First				Second				Third				Fourth				Year
	As Restated in this Annual Report on Form 10-K				As Restated in this Annual Report on Form 10-K				As Restated in this Annual Report on Form 10-K
2013
Net revenues	$	148,173			$	172,290			$	174,888			$	194,387			$	689,738
Gross profit	53,266				69,891				70,532				75,402				269,091
Net (loss) earnings from continuing operations	(4,925		)	⁽¹⁾	897			⁽²⁾	7,232			⁽³⁾	(4,975		)	⁽⁴⁾	(1,771		)
Net (loss) earnings attributable to Checkpoint Systems, Inc.	(7,423		)	⁽¹⁾	(13,491		)	⁽²⁾	7,132			⁽³⁾	(5,146		)	⁽⁴⁾	(18,928		)
Net (loss) earnings from continuing operations per share:
Basic	$	(0.12	)		$	0.02			$	0.17			$	(0.12	)		$	(0.05	)
Diluted	$	(0.12	)		$	0.02			$	0.17			$	(0.12	)		$	(0.05	)
Net (loss) earnings attributable to Checkpoint Systems, Inc. per share:
Basic	$	(0.18	)		$	(0.33	)		$	0.17			$	(0.12	)		$	(0.46	)
Diluted	$	(0.18	)		$	(0.32	)		$	0.17			$	(0.12	)		$	(0.46	)

	First				Second				Third				Fourth				Year
	As Restated in this Annual Report on Form 10-K				As Restated in this Annual Report on Form 10-K				As Restated in this Annual Report on Form 10-K				As Restated in this Annual Report on Form 10-K				As Restated in this Annual Report on Form 10-K
2012
Net revenues	$	143,403			$	177,762			$	168,258			$	200,497			$	689,920
Gross profit	52,471				70,159				68,155				79,051				269,836
Net loss from continuing operations	(11,020		)	⁽⁵⁾	(92,992		)	⁽⁶⁾	(4,704		)	⁽⁸⁾	(30,304		)	⁽¹⁰⁾	(139,020		)
Net loss attributable to Checkpoint Systems, Inc.	(11,109		)	⁽⁵⁾	(95,324		)	⁽⁷⁾	(5,758		)	⁽⁹⁾	(34,259		)	⁽¹¹⁾	(146,450		)
Net loss from continuing operations per share:
Basic	$	(0.26	)		$	(2.27	)		$	(0.11	)		$	(0.73	)		$	(3.37	)
Diluted	$	(0.26	)		$	(2.27	)		$	(0.11	)		$	(0.73	)		$	(3.37	)
Net loss attributable to Checkpoint Systems, Inc. per share:
Basic	$	(0.27	)		$	(2.33	)		$	(0.14	)		$	(0.83	)		$	(3.57	)
Diluted	$	(0.27	)		$	(2.33	)		$	(0.14	)		$	(0.83	)		$	(3.57	)


⁽¹⁾	Includes a $1.7 million restructuring charge (net of tax), $0.4 million in financing liability interest expense (net of tax), $0.2 million in acquisition costs (net of tax), and a benefit of $6.6 million due to a litigation ruling reversal (net of tax).

⁽²⁾

Includes a $1.2 million restructuring charge (net of tax), a $1.2 million charge related to our CFO transition (net of tax), a $0.6 million make-whole premium on debt charge (net of tax), $0.4 million in financing liability interest expense (net of tax), a $0.3 million valuation allowance adjustment, $0.3 million in acquisition costs (net of tax), and a $0.2 million gain on sale of our interest in the non-strategic Sri Lanka subsidiary (net of tax).


⁽³⁾	Includes a $0.8 million restructuring charge (net of tax), a $0.4 million make-whole premium on debt charge (net of tax), $0.4 million in financing liability interest expense (net of tax), and $0.3 million in acquisition costs (net of tax).


⁽⁴⁾	Includes a $8.0 million make-whole premium on debt charge (net of tax), $5.1 million restructuring charge (net of tax), a $4.6 million asset impairment charge (net of tax), a $0.4 million valuation allowance adjustment, $0.4 million in financing liability interest expense (net of tax), and $0.3 million in acquisition costs (net of tax).


⁽⁵⁾	Includes a $1.6 million restructuring charge (net of tax), a $0.5 million expense related to improper and fraudulent Canadian activities (net of tax), $0.3 million in financing liability interest expense (net of tax), and $14 thousand in acquisition costs (net of tax).


⁽⁶⁾	Includes a $64.4 million goodwill impairment (net of tax), a $17.0 million restructuring charge (net of tax), a $2.9 million charge related to our CEO transition (net of tax), a $0.5 million valuation allowance adjustment, $0.3 million in financing liability interest expense (net of tax), and $0.1 million in acquisition costs (net of tax).


⁽⁷⁾	Includes a $64.8 million goodwill impairment (net of tax), a $17.0 million restructuring charge (net of tax), a $2.9 million charge related to our CEO transition (net of tax), a $0.7 million intangible impairment charge (net of tax), a $0.5 million valuation allowance adjustment, $0.3 million in financing liability interest expense (net of tax), and $0.1 million in acquisition costs (net of tax).


⁽⁸⁾	Includes a $3.8 million restructuring charge (net of tax), a $1.1 million make-whole premium on debt charges (net of tax), $0.3 million in financing liability interest expense (net of tax), a $0.1 million valuation allowance adjustment, and $17 thousand in acquisition costs (net of tax).


⁽⁹⁾	Includes a $3.8 million restructuring charge (net of tax), a $1.1 million make-whole premium on debt charges (net of tax), a $0.8 million intangible impairment charge (net of tax), $0.3 million in financing liability interest expense (net of tax), a $0.1 million valuation allowance adjustment, and $17 thousand in acquisition costs (net of tax).

⁽¹⁰⁾

Includes a $38.3 million goodwill impairment (net of tax), a $1.5 million restructuring charge (net of tax), $0.3 million in financing liability interest expense (net of tax), a $0.3 million litigation settlement (net of tax), $0.3 million valuation allowance release, $0.2 million in acquisition costs (net of tax), compensation of $3.4 million for the financial impact of the fraudulent Canadian activities (net of tax), and a $1.4 million gain on sale of our non-strategic Suzhou, China subsidiary (net of tax).

⁽¹¹⁾

Includes a $41.5 million goodwill impairment (net of tax), $1.5 million restructuring charge (net of tax), $0.3 million in financing liability interest expense (net of tax), a $0.3 million litigation settlement (net of tax), a $0.3 million valuation allowance release, a $0.3 million asset impairment (net of tax), $0.2 million in acquisition costs (net of tax), a $3.4 million related to improper and fraudulent Canadian activities including insurance proceeds (net of tax), and a $1.4 million gain on sale of our non-strategic Suzhou, China subsidiary (net of tax).