Condensed Consolidating Financial Information (Notes)

3 Months Ended

Mar. 30, 2013

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, the 8.875% Notes and the 11.5% Notes (collectively with the 7.875% Notes and the 8.875% 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 March 30, 2013 and December 29, 2012 and for the three months ended March 30, 2013 and March 31, 2012.  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 subsidiaries are the intercompany payables and receivables between its subsidiaries.

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET March 30, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	8,291		$	74		$	2,248		$	—		$	10,613
Accounts receivable, net	—			101,230			152,646			964			—			254,840
Inventories	—			62,187			73,567			82			—			135,836
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			48,690			11,495			2,999			—			63,184
Total current assets	—			257,336			237,782			6,293			(36,938		)	464,473
Investment in subsidiaries	(483,504		)	1,779,527			7,851			6,725			(1,310,599		)	—
Property, plant and equipment, net	—			89,372			185,533			1,108			—			276,013
Goodwill	—			29,540			155,820			6,075			—			191,435
Other intangible assets, net	—			6,517			205,320			1,723			—			213,560
Other assets, net	—			42,921			4,366			554			—			47,841
Total assets	$	(483,504	)	$	2,205,213		$	796,672		$	22,478		$	(1,347,537	)	$	1,193,322
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	14,261		$	4,747		$	—		$	—		$	19,008
Accounts payable	—			103,648			72,963			400			—			177,011
Accrued compensation and related liabilities	—			18,802			11,334			499			—			30,635
Other current liabilities	—			57,269			20,736			518			—			78,523
Intercompany payable (receivable)	—			1,205,571			(1,213,722		)	8,151			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,399,551			(1,067,004		)	9,568			(36,938		)	305,177
Long-term debt	—			1,173,668			4,660			—			—			1,178,328
Other liabilities	—			115,498			79,489			(1,666		)	—			193,321
Shareholders’ (deficit) equity	(483,504		)	(483,504		)	1,779,527			14,576			(1,310,599		)	(483,504		)
Total liabilities and shareholders’ (deficit) equity	$	(483,504	)	$	2,205,213		$	796,672		$	22,478		$	(1,347,537	)	$	1,193,322

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended March 30, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net sales	$	—		$	174,539		$	254,244		$	3,561		$	—	$	432,344
Cost of sales	—			148,609			210,774			3,052			—		362,435
Selling, general and administrative expenses	—			27,143			21,856			221			—		49,220
Amortization of intangible assets	—			137			2,338			132			—		2,607
Restructuring, impairment and other charges	—			2,834			1,344			4			—		4,182
Operating income (loss)	—			(4,184		)	17,932			152			—		13,900
Interest expense, net	—			29,464			114			(3		)	—		29,575
Intercompany interest expense (income)	—			(350		)	350			—			—		—
Loss on early extinguishment of debt, net	—			127			—			—			—		127
Other expense (income), net	—			369			(95		)	22			—		296
Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries	—			(33,794		)	17,563			133			—		(16,098		)
Income tax (benefit) expense	—			2,518			477			63			—		3,058
Income (loss) from continuing operations before equity in income (loss) of subsidiaries	—			(36,312		)	17,086			70			—		(19,156		)
Equity in income (loss) of subsidiaries	(19,145		)	17,167			70			—			1,908		—
Income (loss) from continuing operations	(19,145		)	(19,145		)	17,156			70			1,908		(19,156		)
Income from discontinued operations, net of taxes	—			—			11			—			—		11
Net income (loss)	(19,145		)	(19,145		)	17,167			70			1,908		(19,145		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	(779		)	(779		)	114			—			1,444		—
Currency translation adjustment	—			—			(893		)	114			—		(779		)
Comprehensive (loss) income	$	(19,924	)	$	(19,924	)	$	16,388		$	184		$	3,352	$	(19,924	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 30, 2013  (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	$	953		$	(18,764	)	$	21,113		$	16		$	—	$	3,318
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(5,145		)	—			—			—		(5,145		)
Capital expenditures	—			(6,331		)	(3,924		)	(7		)	—		(10,262		)
Purchase of investment	—			(1,650		)	—			—			—		(1,650		)
Proceeds from sale of property, plant and equipment	—			182			5,668			—			—		5,850
Net cash (used in) provided by investing activities	—			(12,944		)	1,744			(7		)	—		(11,207		)
Cash flows from financing activities:
Repayment of 7.875% senior subordinated notes	—			(67,848		)	—			—			—		(67,848		)
Repayment of Term Loan B due 2016	—			(990		)	—			—			—		(990		)
Payment of financing related costs and expenses and debt issuance discounts	—			(5,054		)	—			—			—		(5,054		)
Repayments of other long-term debt	—			—			(890		)	—			—		(890		)
Purchase and retirement of common stock upon vesting of RSUs	(219		)	—			—			—			—		(219		)
Borrowings under revolving credit facility, net	—			42,300			—			—			—		42,300
Proceeds from issuance of 15% unsecured term loan due 2017	—			50,000			—			—			—		50,000
Repayment of 15% unsecured term loan due 2017	—			(7,000		)	—			—			—		(7,000		)
Intercompany advances	(734		)	22,828			(22,249		)	155			—		—
Net cash provided by (used in) financing activities	(953		)	34,236			(23,139		)	155			—		10,299
Effect of exchange rate changes on cash and cash equivalents	—			—			70			23			—		93
Net increase (decrease) in cash and cash equivalents	—			2,528			(212		)	187			—		2,503
Cash and cash equivalents at beginning of period	—			5,763			286			2,061			—		8,110
Cash and cash equivalents at end of period	$	—		$	8,291		$	74		$	2,248		$	—	$	10,613

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 29, 2012 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	5,763		$	286		$	2,061		$	—		$	8,110
Accounts receivable, net	—			100,779			159,830			1,002			—			261,611
Inventories	—			61,900			68,787			82			—			130,769
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			53,612			12,078			2,783			—			68,473
Total current assets	—			258,992			240,981			5,928			(36,938		)	468,963
Investment in subsidiaries	(464,314		)	1,758,007			7,671			6,725			(1,308,089		)	—
Property, plant and equipment, net	—			88,941			192,450			1,209			—			282,600
Goodwill	—			29,540			155,849			6,026			—			191,415
Other intangible assets, net	—			6,621			204,460			1,823			—			212,904
Other assets, net	—			40,301			3,868			504			—			44,673
Total assets	$	(464,314	)	$	2,182,402		$	805,279		$	22,215		$	(1,345,027	)	$	1,200,555
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	6,961		$	4,787		$	—		$	—		$	11,748
Accounts payable	—			107,443			77,313			515			—			185,271
Accrued compensation and related liabilities	—			14,608			10,201			514			—			25,323
Other current liabilities	—			56,995			20,365			532			—			77,892
Intercompany payable (receivable)	—			1,177,669			(1,185,665		)	7,996			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,363,676			(1,036,061		)	9,557			(36,938		)	300,234
Long-term debt	—			1,166,360			5,510			—			—			1,171,870
Other liabilities	—			116,680			77,823			(1,738		)	—			192,765
Shareholders’ (deficit) equity	(464,314		)	(464,314		)	1,758,007			14,396			(1,308,089		)	(464,314		)
Total liabilities and shareholders’ (deficit) equity	$	(464,314	)	$	2,182,402		$	805,279		$	22,215		$	(1,345,027	)	$	1,200,555

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
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 (loss) of 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 (loss) of subsidiaries	—			(31,527		)	8,652			291		—			(22,584		)
Equity in income (loss) of 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 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 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
Net cash used in investing activities of continuing operations	—			(3,236		)	(2,419		)	(28		)	—		(5,683		)
Net cash provided by investing activities of discontinued operations	—			16,414			23,507			—			—		39,921
Net cash provided by (used in) investing activities	—			13,178			21,088			(28		)	—		34,238
Cash flows from financing activities:
Repayment of 10.5% senior notes	—			(170,000		)	—			—			—		(170,000		)
Repayment of 7.875% senior subordinated notes	—			(132,257		)	—			—			—		(132,257		)
Repayment of Term Loan B due 2016	—			(45,100		)	—			—			—		(45,100		)
Repayment of 8.375% senior subordinated notes	—			(25,202		)	—			—			—		(25,202		)
Payment of financing related costs and expenses	—			(22,955		)	—			—			—		(22,955		)
Repayments of other long-term debt	—			(308		)	(850		)	—			—		(1,158		)
Purchase and retirement of common stock upon vesting of RSUs	(329		)	—			—			—			—		(329		)
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 (repayments) under revolving credit facility, net	—			65,600			—			—			—		65,600
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 (decrease) increase 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