Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Financial Information [Text Block]

Condensed Consolidating Financial Information

Cenveo, Inc. is a holding company (the “Parent Company”), which is the ultimate parent of all Cenveo subsidiaries. The Parent Company’s wholly owned subsidiary, Cenveo Corporation (the “Subsidiary Issuer”), issued the 7⁷/₈% senior subordinated notes due 2013 and the 8⁷/₈% senior second lien notes due 2018 (collectively referred to as the “Subsidiary Issuer Notes”), which are fully and unconditionally guaranteed, on a joint and several basis, by the Parent Company and substantially all of its wholly-owned subsidiaries (the “Guarantor Subsidiaries”).

Presented below is condensed consolidating financial information for the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of March 31, 2012 and December 31, 2011 and for the three months ended March 31, 2012 and April 2, 2011. The condensed consolidating financial information has been presented to show the financial position, results of operations and cash flows of the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, assuming the guarantee structure of the Subsidiary Issuer Notes was in effect at the beginning of the periods presented.

The supplemental condensed consolidating financial information reflects the investments of the Parent Company in the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries using the equity method of accounting. The Company’s primary transactions with its subsidiaries other than the investment account and related equity in net income (loss) of unconsolidated subsidiaries are the intercompany payables and receivables between its subsidiaries.

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2012 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	7,670		$	116		$	1,492	$	—		$	9,278
Accounts receivable, net	—			105,278			168,128			1,231		—			274,637
Inventories	—			64,295			81,510			127		—			145,932
Notes receivable from subsidiaries	—			40,838			—			—		(40,838		)	—
Prepaid and other current assets	—			56,134			9,367			4,106		—			69,607
Total current assets	—			274,215			259,121			6,956		(40,838		)	499,454

Investment in subsidiaries	(406,219		)	1,692,191			8,909			6,725		(1,301,606		)	—
Property, plant and equipment, net	—			94,615			216,574			1,812		—			313,001
Goodwill	—			29,539			155,791			6,487		—			191,817
Other intangible assets, net	—			6,932			211,823			2,320		—			221,075
Other assets, net	—			119,676			(36,486		)	1,631		—			84,821
Total assets	$	(406,219	)	$	2,217,168		$	815,732		$	25,931	$	(1,342,444	)	$	1,310,168

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	7,400		$	4,730		$	—	$	—		$	12,130
Accounts payable	—			80,333			94,273			555		—			175,161
Accrued compensation and related liabilities	—			21,905			13,287			306		—			35,498
Other current liabilities	—			55,677			20,540			578		—			76,795
Intercompany payable (receivable)	—			1,065,996			(1,070,954		)	4,958		—			—
Notes payable to issuer	—			—			36,938			3,900		(40,838		)	—
Total current liabilities	—			1,231,311			(901,186		)	10,297		(40,838		)	299,584

Long-term debt	—			1,220,220			9,416			—		—			1,229,636
Other liabilities	—			171,856			15,311			—		—			187,167
Shareholders’ (deficit) equity	(406,219		)	(406,219		)	1,692,191			15,634		(1,301,606		)	(406,219		)
Total liabilities and shareholders’ (deficit) equity	$	(406,219	)	$	2,217,168		$	815,732		$	25,931	$	(1,342,444	)	$	1,310,168

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended March 31, 2012 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	183,957		$	267,323		$	4,303	$	—		$	455,583
Cost of sales	—			154,157			217,406			3,440		—			375,003
Selling, general and administrative expenses	—			27,009			22,480			207		—			49,696
Amortization of intangible assets	—			170			2,319			134		—			2,623
Restructuring, impairment and other charges	—			156			13,800			66		—			14,022
Operating income (loss)	—			2,465			11,318			456		—			14,239
Gain on bargain purchase	—			—			—			—		—			—
Interest expense, net	—			27,686			166			—		—			27,852
Intercompany interest expense (income)	—			(273		)	248			25		—			—
Loss on early extinguishment of debt, net	—			10,629			—			—		—			10,629
Other (income) expense, net	—			219			(61		)	140		—			298
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries	—			(35,796		)	10,965			291		—			(24,540		)
Income tax expense (benefit)	—			(4,269		)	2,313			—		—			(1,956		)
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries	—			(31,527		)	8,652			291		—			(22,584		)
Equity in income of unconsolidated subsidiaries	(27,218		)	1,514			291			—		25,413			—
Income (loss) from continuing operations	(27,218		)	(30,013		)	8,943			291		25,413			(22,584		)
Income (loss) from discontinued operations, net of taxes	—			2,795			(7,429		)	—		—			(4,634		)
Net income (loss)	(27,218		)	(27,218		)	1,514			291		25,413			(27,218		)
Other comprehensive income (loss):
Other comprehensive income (loss) of unconsolidated subsidiaries	1,444			1,444			1,219			—		(4,107		)	—
Currency translation adjustment	—			—			225			1,219		—			1,444
Comprehensive income (loss)	$	(25,774	)	$	(25,774	)	$	2,958		$	1,510	$	21,306		$	(25,774	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2012 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities of continuing operations	$	1,587		$	(61,598	)	$	42,274		$	873		$	—	$	(16,864	)
Net cash (used in) provided by operating activities of discontinued operations	—			(1,177		)	(2,934		)	—			—		(4,111		)
Net cash (used in) provided by operating activities	1,587			(62,775		)	39,340			873			—		(20,975		)
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(598		)	—			—			—		(598		)
Capital expenditures	—			(2,645		)	(2,646		)	(28		)	—		(5,319		)
Proceeds from sale of property, plant and equipment	—			7			227			—			—		234
Intercompany note	—			—			—			—			—		—
Net cash (used in) provided by investing activities of continuing operations	—			(3,236		)	(2,419		)	(28		)	—		(5,683		)
Net cash provided by (used in) investing activities of discontinued operations	—			16,414			23,507			—			—		39,921
Net cash (used in) provided by investing activities	—			13,178			21,088			(28		)	—		34,238
Cash flows from financing activities:
Repayment of 10¹/₂% senior notes	—			(170,000		)	—			—			—		(170,000		)
Repayment of 7⁷/₈% senior subordinated notes	—			(132,257		)	—			—			—		(132,257		)
Repayment of Term Loan B due 2016	—			(45,100		)	—			—			—		(45,100		)
Repayment of 8³/₈% senior subordinated notes	—			(25,202		)	—			—			—		(25,202		)
Payment of financing related costs and expenses and debt issuance discounts	—			(22,955		)	—			—			—		(22,955		)
Repayments of other long-term debt	—			(308		)	(850		)	—			—		(1,158		)
Retirement of common stock upon vesting of RSUs	(329		)	—			—			—			—		(329		)
Proceeds from issuance of 11¹/₂% senior notes	—			225,000			—			—			—		225,000
Proceeds from issuance of 7% senior exchangeable notes	—			86,250			—			—			—		86,250
Borrowings under revolving credit facility, net	—			65,600			—			—			—		65,600
Proceeds from exercise of stock options	—			—			—			—			—		—
Intercompany note	—			—			—			—			—		—
Intercompany advances	(1,258		)	61,858			(59,752		)	(848		)	—		—
Net cash (used in) provided by financing activities of continuing operations	(1,587		)	42,886			(60,602		)	(848		)	—		(20,151		)
Net cash used in financing activities of discontinued operations	—			(1,652		)	—			—			—		(1,652		)
Net cash (used in) provided by financing activities	(1,587		)	41,234			(60,602		)	(848		)	—		(21,803		)
Effect of exchange rate changes on cash and cash equivalents	—			—			10			55			—		65
Net increase (decrease) in cash and cash equivalents	—			(8,363		)	(164		)	52			—		(8,475		)
Cash and cash equivalents at beginning of period	—			16,033			280			1,440			—		17,753
Cash and cash equivalents at end of period	$	—		$	7,670		$	116		$	1,492		$	—	$	9,278

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2011 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	16,033		$	280		$	1,440	$	—		$	17,753
Accounts receivable, net	—			113,368			174,003			1,112		—			288,483
Inventories	—			63,234			70,434			128		—			133,796
Notes receivable from subsidiaries	—			40,838			—			—		(40,838		)	—
Prepaid and other current assets	—			57,967			10,953			3,822		—			72,742
Assets of discontinued operations - current	—			9,455			13,501			—		—			22,956
Total current assets	—			300,895			269,171			6,502		(40,838		)	535,730

Investment in subsidiaries	(381,704		)	1,681,084			7,399			6,725		(1,313,504		)	—
Property, plant and equipment, net	—			96,680			229,932			1,955		—			328,567
Goodwill	—			29,244			155,361			6,217		—			190,822
Other intangible assets, net	—			6,785			214,435			2,343		—			223,563
Other assets, net	—			107,286			(29,400		)	1,604		—			79,490
Assets of discontinued operations - long-term	—			5,717			21,699			—		—			27,416
Total assets	$	(381,704	)	$	2,227,691		$	868,597		$	25,346	$	(1,354,342	)	$	1,385,588

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	4,109		$	4,700		$	—	$	—		$	8,809
Accounts payable	—			94,503			91,311			834		—			186,648
Accrued compensation and related liabilities	—			26,173			12,760			222		—			39,155
Other current liabilities	—			72,813			22,634			460		—			95,907
Liabilities of discontinued operations - current	—			2,492			2,854			—		—			5,346
Intercompany payable (receivable)	—			1,005,396			(1,011,202		)	5,806		—			—
Notes payable to issuer	—			—			36,938			3,900		(40,838		)	—
Total current liabilities	—			1,205,486			(840,005		)	11,222		(40,838		)	335,865

Long-term debt	—			1,227,238			10,296			—		—			1,237,534
Other liabilities	—			175,088			10,331			—		—			185,419
Liabilities of discontinued operations - long-term	—			1,583			6,891			—		—			8,474
Shareholders’ (deficit) equity	(381,704		)	(381,704		)	1,681,084			14,124		(1,313,504		)	(381,704		)
Total liabilities and shareholders’ (deficit) equity	$	(381,704	)	$	2,227,691		$	868,597		$	25,346	$	(1,354,342	)	$	1,385,588

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended April 2, 2011 (in thousands)

	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	175,068		$	295,288		$	6,615		$	—		$	476,971
Cost of sales	—		147,440			240,799			4,473			—			392,712
Selling, general and administrative expenses	—		32,114			26,187			282			—			58,583
Amortization of intangible assets	—		100			2,340			134			—			2,574
Restructuring, impairment and other charges	—		2,347			1,480			—			—			3,827
Operating income (loss)	—		(6,933		)	24,482			1,726			—			19,275
Gain on bargain purchase	—		(10,539		)	—			—			—			(10,539		)
Interest expense, net	—		30,012			228			(23		)	—			30,217
Intercompany interest expense (income)	—		(311		)	256			55			—			—
Other (income) expense, net	—		(354		)	498			45			—			189
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries	—		(25,741		)	23,500			1,649			—			(592		)
Income tax expense (benefit)	—		2,455			(4,309		)	249			—			(1,605		)
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries	—		(28,196		)	27,809			1,400			—			1,013
Equity in income of unconsolidated subsidiaries	2,784		30,555			1,400			—			(34,739		)	—
Income (loss) from continuing operations	2,784		2,359			29,209			1,400			(34,739		)	1,013
Income from discontinued operations, net of taxes	—		425			1,346			—			—			1,771
Net income (loss)	2,784		2,784			30,555			1,400			(34,739		)	2,784
Other comprehensive income (loss):
Other comprehensive income (loss) of unconsolidated subsidiaries	2,337		1,232			90			—			(3,659		)	—
Reclassifications of losses related to interest rate swaps into earnings, net of taxes	—		1,105			—			—			—			1,105
Currency translation adjustment	—		—			1,142			90			—			1,232
Comprehensive income (loss)	$	5,121	$	5,121		$	31,787		$	1,490		$	(38,398	)	$	5,121

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the three months ended April 2, 2011

(in thousands)



	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities of continuing operations	$	2,508		$	(34,629	)	$	25,971		$	(905	)	$	—	$	(7,055	)
Net cash (used in) provided by operating activities of discontinued operations	—			154			1,376			—			—		1,530
Net cash (used in) provided by operating activities	2,508			(34,475		)	27,347			(905		)	—		(5,525		)
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(55,261		)	—			—			—		(55,261		)
Capital expenditures	—			(2,317		)	(1,592		)	—			—		(3,909		)
Proceeds from sale of property, plant and equipment	—			1,214			1,704			—			—		2,918
Net cash (used in) provided by investing activities of continuing operations	—			(56,364		)	112			—			—		(56,252		)
Net cash (used in) provided by investing activities of discontinued operations	—			(154		)	—			—			—		(154		)
Net cash (used in) provided by investing activities	—			(56,518		)	112			—			—		(56,406		)
Cash flows from financing activities:
Repayment of Term Loan B due 2016	—			(950		)	—			—			—		(950		)
Repayments of other long-term debt	—			(174		)	(1,337		)	—			—		(1,511		)
Borrowings under revolving credit facility, net	—			24,000			—			—			—		24,000
Proceeds from exercise of stock options	168			—			—			—			—		168
Intercompany advances	(2,676		)	28,758			(26,327		)	245			—		—
Net cash (used in) provided by financing activities	(2,508		)	51,634			(27,664		)	245			—		21,707
Effect of exchange rate changes on cash and cash equivalents	—			—			(44		)	37			—		(7		)
Net increase (decrease) in cash and cash equivalents	—			(39,359		)	(249		)	(623		)	—		(40,231		)
Cash and cash equivalents at beginning of period	—			46,882			1,010			1,864			—		49,756
Cash and cash equivalents at end of period	$	—		$	7,523		$	761		$	1,241		$	—	$	9,525

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

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