Condensed Consolidating Financial Information (Notes)

6 Months Ended

Jun. 29, 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 June 29, 2013 and December 29, 2012 and for the three and six months ended June 29, 2013 and June 30, 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 June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	10,036		$	64		$	1,776		$	—		$	11,876
Accounts receivable, net	—			95,278			148,281			1,111			—			244,670
Inventories	—			60,238			83,738			382			—			144,358
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			52,552			9,994			2,443			—			64,989
Assets of discontinued operations - current	—			—			2,214			—			—			2,214
Total current assets	—			255,042			244,291			5,712			(36,938		)	468,107
Investment in subsidiaries	(503,836		)	1,799,307			5,707			6,725			(1,307,903		)	—
Property, plant and equipment, net	—			87,566			178,211			943			—			266,720
Goodwill	—			29,539			155,647			5,556			—			190,742
Other intangible assets, net	—			6,413			202,924			1,471			—			210,808
Other assets, net	—			43,569			5,316			507			—			49,392
Assets of discontinued operations - long-term	—			—			481			—			—			481
Total assets	$	(503,836	)	$	2,221,436		$	792,577		$	20,914		$	(1,344,841	)	$	1,186,250
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,600		$	3,883		$	—		$	—		$	7,483
Accounts payable	—			102,212			84,855			733			—			187,800
Accrued compensation and related liabilities	—			15,080			9,885			504			—			25,469
Other current liabilities	—			59,148			21,431			205			—			80,784
Liabilities of discontinued operations - current	—			—			2,511			—			—			2,511
Intercompany payable (receivable)	—			1,241,362			(1,250,191		)	8,829			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,421,402			(1,090,688		)	10,271			(36,938		)	304,047
Long-term debt	—			1,190,421			4,001			—			—			1,194,422
Other liabilities	—			113,449			79,793			(1,789		)	—			191,453
Liabilities of discontinued operations - long-term	—			—			164			—			—			164
Shareholders’ (deficit) equity	(503,836		)	(503,836		)	1,799,307			12,432			(1,307,903		)	(503,836		)
Total liabilities and shareholders’ (deficit) equity	$	(503,836	)	$	2,221,436		$	792,577		$	20,914		$	(1,344,841	)	$	1,186,250

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	167,396		$	245,055		$	3,251		$	—		$	415,702
Cost of sales	—			141,499			198,854			3,258			—			343,611
Selling, general and administrative expenses	—			26,835			20,559			201			—			47,595
Amortization of intangible assets	—			137			2,337			133			—			2,607
Restructuring, impairment and other charges	—			2,015			700			9			—			2,724
Operating income (loss)	—			(3,090		)	22,605			(350		)	—			19,165
Interest expense, net	—			28,134			105			(4		)	—			28,235
Intercompany interest expense (income)	—			(304		)	304			—			—			—
Loss on early extinguishment of debt, net	—			7,720			—			—			—			7,720
Other expense (income), net	—			509			(2,604		)	(196		)	—			(2,291		)
Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries	—			(39,149		)	24,800			(150		)	—			(14,499		)
Income tax (benefit) expense	—			1,857			1,269			(38		)	—			3,088
Income (loss) from continuing operations before equity in income (loss) of subsidiaries	—			(41,006		)	23,531			(112		)	—			(17,587		)
Equity in income (loss) of subsidiaries	(18,883		)	22,123			(112		)	—			(3,128		)	—
Income (loss) from continuing operations	(18,883		)	(18,883		)	23,419			(112		)	(3,128		)	(17,587		)
Loss from discontinued operations, net of taxes	—			—			(1,296		)	—			—			(1,296		)
Net income (loss)	(18,883		)	(18,883		)	22,123			(112		)	(3,128		)	(18,883		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	(2,329		)	(2,329		)	(2,033		)	—			6,691			—
Currency translation adjustment	—			—			(296		)	(2,033		)	—			(2,329		)
Comprehensive (loss) income	$	(21,212	)	$	(21,212	)	$	19,794		$	(2,145	)	$	3,563		$	(21,212	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	341,935		$	495,246		$	6,812		$	—		$	843,993
Cost of sales	—			290,108			405,828			6,310			—			702,246
Selling, general and administrative expenses	—			53,978			41,773			422			—			96,173
Amortization of intangible assets	—			274			4,675			265			—			5,214
Restructuring, impairment and other charges	—			4,849			2,044			13			—			6,906
Operating income (loss)	—			(7,274		)	40,926			(198		)	—			33,454
Interest expense, net	—			57,598			219			(7		)	—			57,810
Intercompany interest expense (income)	—			(654		)	654			—			—			—
Loss on early extinguishment of debt, net	—			7,847			—			—			—			7,847
Other (income) expense, net	—			878			(2,699		)	(174		)	—			(1,995		)
Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries	—			(72,943		)	42,752			(17		)	—			(30,208		)
Income tax expense	—			4,375			1,886			25			—			6,286
Income (loss) from continuing operations before equity in income (loss) of subsidiaries	—			(77,318		)	40,866			(42		)	—			(36,494		)
Equity in income (loss) of subsidiaries	(38,028		)	39,290			(42		)	—			(1,220		)	—
Income (loss) from continuing operations	(38,028		)	(38,028		)	40,824			(42		)	(1,220		)	(36,494		)
Loss from discontinued operations, net of taxes	—			—			(1,534		)	—			—			(1,534		)
Net (loss) income	(38,028		)	(38,028		)	39,290			(42		)	(1,220		)	(38,028		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	(3,108		)	(3,108		)	(1,919		)	—			8,135			—
Currency translation adjustment	—			—			(1,189		)	(1,919		)	—			(3,108		)
Comprehensive (loss) income	$	(41,136	)	$	(41,136	)	$	36,182		$	(1,961	)	$	6,915		$	(41,136	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 29, 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 of continuing operations	$	1,977		$	(54,409	)	$	63,204		$	(1,211	)	$	—	$	9,561
Net cash used in operating activities of discontinued operations	—			—			(215		)	—			—		(215		)
Net cash provided by (used in) operating activities	1,977			(54,409		)	62,989			(1,211		)	—		9,346
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(5,145		)	—			—			—		(5,145		)
Capital expenditures	—			(9,015		)	(6,654		)	(61		)	—		(15,730		)
Purchase of investment	—			(1,650		)	—			—			—		(1,650		)
Proceeds from insurance claim	—			—			3,036			—			—		3,036
Proceeds from sale of property, plant and equipment	—			222			7,339			—			—		7,561
Net cash (used in) provided by investing activities	—			(15,588		)	3,721			(61		)	—		(11,928		)
Cash flows from financing activities:
Repayment of 7.875% senior subordinated notes	—			(67,848		)	—			—			—		(67,848		)
Repayment of Term Loan B due 2016	—			(389,105		)	—			—			—		(389,105		)
Payment of financing related costs and expenses and debt issuance discounts	—			(13,884		)	—			—			—		(13,884		)
Repayments of other long-term debt	—			—			(2,413		)	—			—		(2,413		)
Purchase and retirement of common stock upon vesting of RSUs	(363		)	—			—			—			—		(363		)
(Repayment) borrowings under revolving credit facility, net	—			(18,000		)	—			—			—		(18,000		)
Proceeds from issuance of Term Loan facility	—			360,000			—			—			—		360,000
Borrowings under ABL facility due 2017	—			266,700			—			—			—		266,700
Repayments under ABL facility due 2017	—			(163,900		)	—			—			—		(163,900		)
Proceeds from issuance of 15% unsecured term loan due 2017	—			50,000			—			—			—		50,000
Repayment of 15% unsecured term loan due 2017	—			(15,000		)	—			—			—		(15,000		)
Intercompany advances	(1,614		)	65,307			(64,526		)	833			—		—
Net cash provided by (used in) financing activities	(1,977		)	74,270			(66,939		)	833			—		6,187
Effect of exchange rate changes on cash and cash equivalents	—			—			7			154			—		161
Net increase (decrease) in cash and cash equivalents	—			4,273			(222		)	(285		)	—		3,766
Cash and cash equivalents at beginning of period	—			5,763			286			2,061			—		8,110
Cash and cash equivalents at end of period	$	—		$	10,036		$	64		$	1,776		$	—	$	11,876

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			156,418			1,002			—			258,199
Inventories	—			61,900			68,450			82			—			130,432
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			53,612			11,904			2,783			—			68,299
Assets of discontinued operations - current	—			—			3,923			—			—			3,923
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			191,648			1,209			—			281,798
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
Assets of discontinued operations - long-term	—			—			1,456			—			—			1,456
Total assets	$	(464,314	)	$	2,182,402		$	805,933		$	22,215		$	(1,345,027	)	$	1,201,209
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	6,961		$	4,787		$—			$	—		$	11,748
Accounts payable	—			107,443			74,841			515			—			182,799
Accrued compensation and related liabilities	—			14,608			9,825			514			—			24,947
Other current liabilities	—			56,995			20,083			532			—			77,610
Liabilities of discontinued operations - current	—			—			3,130			—			—			3,130
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			78,477			(1,738		)	—			193,419
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		$	805,933		$	22,215		$	(1,345,027	)	$	1,201,209

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 30, 2012 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	172,094		$	257,704		$	3,420		$	—		$	433,218
Cost of sales	—			143,277			206,022			3,501			—			352,800
Selling, general and administrative expenses	—			25,717			19,002			194			—			44,913
Amortization of intangible assets	—			137			2,315			134			—			2,586
Restructuring, impairment and other charges	—			1,370			2,956			28			—			4,354
Operating income (loss)	—			1,593			27,409			(437		)	—			28,565
Interest expense, net	—			28,648			155			(7		)	—			28,796
Intercompany interest expense (income)	—			(415		)	391			24			—			—
Loss on early extinguishment of debt, net	—			785			—			—			—			785
Other (income) expense, net	—			(839		)	87			(364		)	—			(1,116		)
Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries	—			(26,586		)	26,776			(90		)	—			100
Income tax expense (benefit)	—			1,124			(771		)	(39		)	—			314
Income (loss) from continuing operations before equity in income (loss) of subsidiaries	—			(27,710		)	27,547			(51		)	—			(214		)
Equity in income (loss) of subsidiaries	(401		)	27,682			(51		)	—			(27,230		)	—
Income (loss) from continuing operations	(401		)	(28		)	27,496			(51		)	(27,230		)	(214		)
Income (loss) from discontinued operations, net of taxes	—			(373		)	186			—			—			(187		)
Net income (loss)	(401		)	(401		)	27,682			(51		)	(27,230		)	(401		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	(2,202		)	(2,202		)	(2,284		)	—			6,688			—
Currency translation adjustment	—			—			82			(2,284		)	—			(2,202		)
Comprehensive income (loss)	$	(2,603	)	$	(2,603	)	$	25,480		$	(2,335	)	$	(20,542	)	$	(2,603	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 30, 2012 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	356,051		$	519,203		$	7,723		$	—		$	882,977
Cost of sales	—			297,434			418,472			6,941			—			722,847
Selling, general and administrative expenses	—			52,726			40,700			401			—			93,827
Amortization of intangible assets	—			307			4,634			268			—			5,209
Restructuring, impairment and other charges	—			1,526			16,756			94			—			18,376
Operating income (loss)	—			4,058			38,641			19			—			42,718
Interest expense, net	—			56,334			321			(7		)	—			56,648
Intercompany interest expense (income)	—			(688		)	639			49			—			—
Loss on early extinguishment of debt, net	—			11,414			—			—			—			11,414
Other (income) expense, net	—			(620		)	26			(224		)	—			(818		)
Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries	—			(62,382		)	37,655			201			—			(24,526		)
Income tax expense (benefit)	—			(3,145		)	1,506			(39		)	—			(1,678		)
Income (loss) from continuing operations before equity in income (loss) of subsidiaries	—			(59,237		)	36,149			240			—			(22,848		)
Equity in income (loss) of subsidiaries	(27,619		)	29,196			240			—			(1,817		)	—
Income (loss) from continuing operations	(27,619		)	(30,041		)	36,389			240			(1,817		)	(22,848		)
Income (loss) from discontinued operations, net of taxes	—			2,422			(7,193		)	—			—			(4,771		)
Net income (loss)	(27,619		)	(27,619		)	29,196			240			(1,817		)	(27,619		)
Other comprehensive income (loss):
Other comprehensive income (loss) of unconsolidated subsidiaries	(758		)	(758		)	(1,065		)	—			2,581			—
Currency translation adjustment	—			—			307			(1,065		)	—			(758		)
Comprehensive income (loss)	$	(28,377	)	$	(28,377	)	$	28,438		$	(825	)	$	764		$	(28,377	)

CENVEO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the six months ended June 30, 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	$	2,993		$	(52,135	)	$	65,116		$	(28	)	$	—	$	15,946
Net cash used in operating activities of discontinued operations	—			(1,616		)	(2,343		)	—			—		(3,959		)
Net cash provided by (used in) operating activities	2,993			(53,751		)	62,773			(28		)	—		11,987
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(644		)	—			—			—		(644		)
Capital expenditures	—			(5,362		)	(5,803		)	(117		)	—		(11,282		)
Proceeds from sale of property, plant and equipment	—			32			1,916			—			—		1,948
Proceeds from sale of intangible assets	—			1,700			—			—			—		1,700
Net cash used in investing activities of continuing operations	—			(4,274		)	(3,887		)	(117		)	—		(8,278		)
Net cash provided by investing activities of discontinued operations	—			16,414			23,461			—			—		39,875
Net cash provided by (used in) investing activities	—			12,140			19,574			(117		)	—		31,597
Cash flows from financing activities:
Repayment of 10.5% senior notes	—			(169,875		)	—			—			—		(169,875		)
Repayment of 7.875% senior subordinated notes	—			(180,139		)	—			—			—		(180,139		)
(Repayment) borrowings of Term Loan B due 2016	—			18,948			—			—			—		18,948
Repayment of 8.375% senior subordinated notes	—			(24,787		)	—			—			—		(24,787		)
Payment of financing related costs and expenses	—			(32,335		)	—			—			—		(32,335		)
Repayments of other long-term debt	—			(308		)	(2,331		)	—			—		(2,639		)
Purchase and retirement of common stock upon vesting of RSUs	(434		)	—			—			—			—		(434		)
Proceeds from issuance of 11.5% senior notes	—			225,000			—			—			—		225,000
Proceeds from issuance of 7% senior exchangeable notes	—			86,250			—			—			—		86,250
(Repayments) borrowings under revolving credit facility, net	—			34,700			—			—			—		34,700
Intercompany advances	(2,559		)	80,993			(79,373		)	939			—		—
Net cash (used in) provided by financing activities of continuing operations	(2,993		)	38,447			(81,704		)	939			—		(45,311		)
Net cash used in financing activities of discontinued operations	—			(1,652		)	—			—			—		(1,652		)
Net cash (used in) provided by financing activities	(2,993		)	36,795			(81,704		)	939			—		(46,963		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(372		)	65			—		(307		)
Net (decrease) increase in cash and cash equivalents	—			(4,816		)	271			859			—		(3,686		)
Cash and cash equivalents at beginning of period	—			16,033			280			1,440			—		17,753
Cash and cash equivalents at end of period	$	—		$	11,217		$	551		$	2,299		$	—	$	14,067