Condensed Consolidating Financial Information (Text Block)

9 Months Ended

Sep. 29, 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 7.875% Notes and the 8.875% senior second lien notes due 2018 (the "8.875% Notes" and, collectively with the 7.875% Notes, 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 September 29, 2012 and December 31, 2011 and for the three and nine months ended September 29, 2012 and October 1, 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 September 29, 2012 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	7,878		$	503		$	1,954	$	—		$	10,335
Accounts receivable, net	—			99,804			177,484			1,017		—			278,305
Inventories	—			57,839			73,836			94		—			131,769
Notes receivable from subsidiaries	—			36,938			—			—		(36,938		)	—
Prepaid and other current assets	—			54,738			11,765			3,375		—			69,878
Total current assets	—			257,197			263,588			6,440		(36,938		)	490,287
Investment in subsidiaries	(399,483		)	1,749,180			7,301			6,725		(1,363,723		)	—
Property, plant and equipment, net	—			90,860			198,505			1,429		—			290,794
Goodwill	—			29,540			155,932			6,243		—			191,715
Other intangible assets, net	—			6,724			206,777			1,995		—			215,496
Other assets, net	—			126,723			(36,581		)	1,132		—			91,274
Total assets	$	(399,483	)	$	2,260,224		$	795,522		$	23,964	$	(1,400,661	)	$	1,279,566
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	6,359		$	4,792		$	—	$	—		$	11,151
Accounts payable	—			102,839			76,050			890		—			179,779
Accrued compensation and related liabilities	—			15,810			12,384			582		—			28,776
Other current liabilities	—			53,971			22,263			670		—			76,904
Intercompany payable (receivable)	—			1,120,031			(1,127,827		)	7,796		—			—
Notes payable to issuer	—			—			36,938			—		(36,938		)	—
Total current liabilities	—			1,299,010			(975,400		)	9,938		(36,938		)	296,610
Long-term debt	—			1,198,710			7,005			—		—			1,205,715
Other liabilities	—			161,987			14,737			—		—			176,724
Shareholders’ (deficit) equity	(399,483		)	(399,483		)	1,749,180			14,026		(1,363,723		)	(399,483		)
Total liabilities and shareholders’ (deficit) equity	$	(399,483	)	$	2,260,224		$	795,522		$	23,964	$	(1,400,661	)	$	1,279,566

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended September 29, 2012 (in thousands)
	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	172,051		$	275,071		$	4,152		$	—		$	451,274
Cost of sales	—		143,226			217,459			3,440			—			364,125
Selling, general and administrative expenses	—		24,370			20,864			190			—			45,424
Amortization of intangible assets	—		137			2,276			134			—			2,547
Restructuring, impairment and other charges	—		1,805			2,383			2			—			4,190
Operating income	—		2,513			32,089			386			—			34,988
Interest expense, net	—		28,784			148			(6		)	—			28,926
Intercompany interest expense (income)	—		(414		)	391			23			—			—
Loss on early extinguishment of debt, net	—		25			—			—			—			25
Other expense (income), net	—		375			(3		)	119			—			491
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries	—		(26,257		)	31,553			250			—			5,546
Income tax (benefit) expense	—		(1,777		)	1,898			767			—			888
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries	—		(24,480		)	29,655			(517		)	—			4,658
Equity in income of unconsolidated subsidiaries	4,475		28,990			(517		)	—			(32,948		)	—
Income (loss) from continuing operations	4,475		4,510			29,138			(517		)	(32,948		)	4,658
Loss from discontinued operations, net of taxes	—		(35		)	(148		)	—			—			(183		)
Net income (loss)	4,475		4,475			28,990			(517		)	(32,948		)	4,475
Other comprehensive income (loss):
Other comprehensive income (loss) of unconsolidated subsidiaries	2,412		2,412			1,244			—			(6,068		)	—
Currency translation adjustment	—		—			1,168			1,244			—			2,412
Comprehensive (loss) income	$	6,887	$	6,887		$	31,402		$	727		$	(39,016	)	$	6,887

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the nine months ended September 29, 2012 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	528,102		$	805,787		$	11,875		$	—		$	1,345,764
Cost of sales	—			440,660			645,435			10,381			—			1,096,476
Selling, general and administrative expenses	—			77,096			63,079			591			—			140,766
Amortization of intangible assets	—			444			6,910			402			—			7,756
Restructuring, impairment and other charges	—			3,331			19,139			96			—			22,566
Operating income	—			6,571			71,224			405			—			78,200
Interest expense, net	—			85,118			469			(13		)	—			85,574
Intercompany interest expense (income)	—			(1,102		)	1,030			72			—			—
Loss on early extinguishment of debt, net	—			11,439			—			—			—			11,439
Other (income) expense, net	—			(245		)	23			(105		)	—			(327		)
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries	—			(88,639		)	69,702			451			—			(18,486		)
Income tax expense (benefit)	—			(4,922		)	3,596			728			—			(598		)
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries	—			(83,717		)	66,106			(277		)	—			(17,888		)
Equity in income of unconsolidated subsidiaries	(23,144		)	58,186			(277		)	—			(34,765		)	—
Income (loss) from continuing operations	(23,144		)	(25,531		)	65,829			(277		)	(34,765		)	(17,888		)
(Loss) income from discontinued operations, net of taxes	—			2,387			(7,643		)	—			—			(5,256		)
Net (loss) income	(23,144		)	(23,144		)	58,186			(277		)	(34,765		)	(23,144		)
Other comprehensive income (loss):
Other comprehensive income (loss) of unconsolidated subsidiaries	1,654			1,654			179			—			(3,487		)	—
Currency translation adjustment	—			—			1,475			179			—			1,654
Comprehensive (loss) income	$	(21,490	)	$	(21,490	)	$	59,840		$	(98	)	$	(38,252	)	$	(21,490	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 29, 2012  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	4,446		$	(87,609	)	$	104,046		$	2,528		$	—		$	23,411
Net cash used in operating activities of discontinued operations	—			(1,799		)	(2,934		)	—			—			(4,733		)
Net cash provided by (used in)operating activities	4,446			(89,408		)	101,112			2,528			—			18,678
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(644		)	—			—			—			(644		)
Capital expenditures	—			(7,819		)	(7,701		)	(117		)	—			(15,637		)
Proceeds from sale of property, plant and equipment	—			32			2,301			—			—			2,333
Proceeds from sale of intangible assets	—			1,700			—			—			—			1,700
Intercompany note	—			3,900			—			—			(3,900		)	—
Net cash used in investing activities of continuing operations	—			(2,831		)	(5,400		)	(117		)	(3,900		)	(12,248		)
Net cash provided by investing activities of discontinued operations	—			16,414			23,507			—			—			39,921
Net cash provided by (used in) investing activities	—			13,583			18,107			(117		)	(3,900		)	27,673
Cash flows from financing activities:
Repayment of 10.5% senior notes	—			(169,875		)	—			—			—			(169,875		)
Repayment of 7.875% senior subordinated notes	—			(196,088		)	—			—			—			(196,088		)
Borrowings (Repayment) of Term Loan B due 2016	—			17,987			—			—			—			17,987
Repayment of 8.375% senior subordinated notes	—			(24,787		)	—			—			—			(24,787		)
Payment of financing related costs and expenses and debt issuance discounts	—			(32,335		)	—			—			—			(32,335		)
Repayments of other long-term debt	—			(300		)	(3,199		)	—			—			(3,499		)
Retirement of common stock upon vesting of RSUs	(734		)	—			—			—			—			(734		)
Proceeds from issuance of 11.5% senior notes	—			225,000			—			—			—			225,000
Proceeds from issuance of 7% senior exchangeable notes	—			86,250			—			—			—			86,250
Borrowings under revolving credit facility, net	—			45,550			—			—			—			45,550
Intercompany note	—			—			—			(3,900		)	3,900			—
Intercompany advances	(3,712		)	117,920			(116,198		)	1,990			—			—
Net cash (used in) provided by financing activities of continuing operations	(4,446		)	69,322			(119,397		)	(1,910		)	3,900			(52,531		)
Net cash used in financing activities of discontinued operations	—			(1,652		)	—			—			—			(1,652		)
Net cash (used in) provided by financing activities	(4,446		)	67,670			(119,397		)	(1,910		)	3,900			(54,183		)
Effect of exchange rate changes on cash and cash equivalents	—			—			401			13			—			414
Net increase (decrease) in cash and cash equivalents	—			(8,155		)	223			514			—			(7,418		)
Cash and cash equivalents at beginning of period	—			16,033			280			1,440			—			17,753
Cash and cash equivalents at end of period	$	—		$	7,878		$	503		$	1,954		$	—		$	10,335

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 October 1, 2011 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	186,436		$	285,733		$	3,666		$	—		$	475,835
Cost of sales	—			153,843			224,189			3,734			—			381,766
Selling, general and administrative expenses	—			28,830			24,492			251			—			53,573
Amortization of intangible assets	—			123			2,329			134			—			2,586
Restructuring, impairment and other charges	—			2,907			1,778			—			—			4,685
Operating income (loss)	—			733			32,945			(453		)	—			33,225
Gain on bargain purchase	—			(641		)	—			—			—			(641		)
Interest expense, net	—			28,257			187			(9		)	—			28,435
Intercompany interest expense (income)	—			(292		)	238			54			—			—
Other (income) expense, net	—			557			(758		)	(703		)	—			(904		)
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries	—			(27,148		)	33,278			205			—			6,335
Income tax expense (benefit)	—			2,714			2,450			(103		)	—			5,061
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries	—			(29,862		)	30,828			308			—			1,274
Equity in income of unconsolidated subsidiaries	2,805			32,271			308			—			(35,384		)	—
Income (loss) from continuing operations	2,805			2,409			31,136			308			(35,384		)	1,274
Income from discontinued operations, net of taxes	—			396			1,135			—			—			1,531
Net income (loss)	2,805			2,805			32,271			308			(35,384		)	2,805
Other comprehensive income (loss):
Other comprehensive income (loss) of unconsolidated subsidiaries	(5,146		)	(5,146		)	(2,220		)	—			12,512			—
Reclassifications of losses related to interest rate swaps into earnings, net of taxes	—			—			—			—			—			—
Currency translation adjustment	—			—			(2,926		)	(2,220		)	—			(5,146		)
Comprehensive income (loss)	$	(2,341	)	$	(2,341	)	$	27,125		$	(1,912	)	$	(22,872	)	$	(2,341	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the nine months ended October 1, 2011 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	529,703		$	877,663		$	15,339		$	—		$	1,422,705
Cost of sales	—			439,826			704,670			12,659			—			1,157,155
Selling, general and administrative expenses	—			89,084			75,164			811			—			165,059
Amortization of intangible assets	—			324			7,026			402			—			7,752
Restructuring, impairment and other charges	—			7,783			6,190			4			—			13,977
Operating income (loss)	—			(7,314		)	84,613			1,463			—			78,762
Gain on bargain purchase	—			(11,720		)	—			—			—			(11,720		)
Interest expense, net	—			87,489			615			(40		)	—			88,064
Intercompany interest expense (income)	—			(919		)	736			183			—			—
Other (income) expense, net	—			134			(5		)	(696		)	—			(567		)
Income (loss) from continuing operations before income taxes and equity in income of unconsolidated subsidiaries	—			(82,298		)	83,267			2,016			—			2,985
Income tax expense (benefit)	—			3,588			(1,549		)	211			—			2,250
Income (loss) from continuing operations before equity in income of unconsolidated subsidiaries	—			(85,886		)	84,816			1,805			—			735
Equity in income of unconsolidated subsidiaries	5,963			90,429			1,805			—			(98,197		)	—
Income (loss) from continuing operations	5,963			4,543			86,621			1,805			(98,197		)	735
Income (loss) from discontinued operations, net of taxes	—			1,420			3,808			—			—			5,228
Net income (loss)	5,963			5,963			90,429			1,805			(98,197		)	5,963
Other comprehensive income (loss):
Other comprehensive income (loss) of unconsolidated subsidiaries	(1,953		)	(3,745		)	(2,173		)	—			7,871			—
Reclassifications of losses related to interest rate swaps into earnings, net of taxes	—			1,792			—			—			—			1,792
Currency translation adjustment	—			—			(1,572		)	(2,173		)	—			(3,745		)
Comprehensive income (loss)	$	4,010		$	4,010		$	86,684		$	(368	)	$	(90,326	)	$	4,010

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended October 1, 2011

 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	7,129		$	(98,875	)	$	117,744		$	5,280		$	—		$	31,278
Net cash provided by operating activities of discontinued operations	—			2,884			4,719			—			—			7,603
Net cash provided by (used in) operating activities	7,129			(95,991		)	122,463			5,280			—			38,881
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(59,719		)	—			—			—			(59,719		)
Capital expenditures	—			(6,753		)	(3,507		)	(538		)	—			(10,798		)
Proceeds from sale of property, plant and equipment	—			1,288			9,701			—			—			10,989
Intercompany note	—			5,600			—			—			(5,600		)	—
Net cash (used in) provided by investing activities of continuing operations	—			(59,584		)	6,194			(538		)	(5,600		)	(59,528		)
Net cash used in investing activities of discontinued operations	—			(419		)	—			—			—			(419		)
Net cash (used in) provided by investing activities	—			(60,003		)	6,194			(538		)	(5,600		)	(59,947		)
Cash flows from financing activities:
Borrowings (Repayment) of Term Loan B due 2016	—			(2,850		)	—			—			—			(2,850		)
Repayments of other long-term debt	—			(14		)	(4,491		)	—			—			(4,505		)
Purchase and retirement of common stock upon vesting of RSUs	(1,283		)	—			—			—			—			(1,283		)
Borrowings under revolving credit facility, net	—			—			—			—			—			—
Proceeds from exercise of stock options	350			—			—			—			—			350
Intercompany note	—			—			—			(5,600		)	5,600			—
Intercompany advances	(6,196		)	131,219			(125,067		)	44			—			—
Net cash provided by (used in) financing activities	(7,129		)	128,355			(129,558		)	(5,556		)	5,600			(8,288		)
Effect of exchange rate changes on cash and cash equivalents	—			—			66			1,109			—			1,175
Net increase (decrease) in cash and cash equivalents	—			(27,639		)	(835		)	295			—			(28,179		)
Cash and cash equivalents at beginning of period	—			46,882			1,010			1,864			—			49,756
Cash and cash equivalents at end of period	$	—		$	19,243		$	175		$	2,159		$	—		$	21,577