Condensed Consolidating Financial Information

9 Months Ended

Sep. 28, 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 September 28, 2013 and December 29, 2012 and for the three and nine months ended September 28, 2013 and September 29, 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 September 28, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	6,906		$	59		$	1,573		$	—		$	8,538
Accounts receivable, net	—			116,221			149,364			1,347			—			266,932
Inventories	—			70,159			81,492			46			—			151,697
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			50,782			12,102			2,986			—			65,870
Assets of discontinued operations - current	—			—			339			—			—			339
Total current assets	—			281,006			243,356			5,952			(36,938		)	493,376
Investment in subsidiaries	(473,010		)	1,863,828			4,646			6,725			(1,402,189		)	—
Property, plant and equipment, net	—			129,959			176,191			856			—			307,006
Goodwill	—			25,540			155,741			5,278			—			186,559
Other intangible assets, net	—			10,037			193,213			1,216			—			204,466
Other assets, net	—			41,453			5,096			482			—			47,031
Assets of discontinued operations - long-term	—			—			68			—			—			68
Total assets	$	(473,010	)	$	2,351,823		$	778,311		$	20,509		$	(1,439,127	)	$	1,238,506
Liabilities and Shareholders’ (Deficit)/Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	8,886		$	3,539		$	—		$	—		$	12,425
Accounts payable	—			121,122			105,588			606			—			227,316
Accrued compensation and related liabilities	—			18,911			12,105			457			—			31,473
Other current liabilities	—			55,273			20,641			553			—			76,467
Liabilities of discontinued operations - current	—			1,601			971			—			—			2,572
Intercompany payable/(receivable)	—			1,333,274			(1,342,510		)	9,236			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,539,067			(1,162,728		)	10,852			(36,938		)	350,253
Long-term debt	—			1,172,221			3,436			—			—			1,175,657
Other liabilities	—			113,545			73,703			(1,714		)	—			185,534
Liabilities of discontinued operations - long-term	—			—			72			—			—			72
Shareholders’ (deficit)/equity	(473,010		)	(473,010		)	1,863,828			11,371			(1,402,189		)	(473,010		)
Total liabilities and shareholders’ (deficit)/equity	$	(473,010	)	$	2,351,823		$	778,311		$	20,509		$	(1,439,127	)	$	1,238,506

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) For the three months ended September 28, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	187,592		$	251,212		$	3,977		$	—		$	442,781
Cost of sales	—			163,606			200,099			3,651			—			367,356
Selling, general and administrative expenses	—			30,172			22,704			229			—			53,105
Amortization of intangible assets	—			137			2,189			133			—			2,459
Restructuring, impairment and other charges	—			1,992			1,344			1			—			3,337
Operating income/(loss)	—			(8,315		)	24,876			(37		)	—			16,524
Gain on bargain purchase	—			(12,443		)	8			—			—			(12,435		)
Interest expense, net	—			27,482			122			7			—			27,611
Intercompany interest expense/(income)	—			(281		)	281			—			—			—
Loss on early extinguishment of debt, net	—			1,593			—			—			—			1,593
Other expense/(income), net	—			768			(84		)	(89		)	—			595
Income/(loss) from continuing operations before income taxes and equity in income/(loss) of subsidiaries	—			(25,434		)	24,549			45			—			(840		)
Income tax (benefit)/expense	—			(5,435		)	(5,932		)	36			—			(11,331		)
Income/(loss) from continuing operations before equity in income/(loss) of subsidiaries	—			(19,999		)	30,481			9			—			10,491
Equity in income/(loss) of subsidiaries	23,983			37,380			9			—			(61,372		)	—
Income/(loss) from continuing operations	23,983			17,381			30,490			9			(61,372		)	10,491
Income from discontinued operations, net of taxes	—			6,602			6,890			—			—			13,492
Net income/(loss)	23,983			23,983			37,380			9			(61,372		)	23,983
Other comprehensive income/(loss):
Other comprehensive income/(loss) of subsidiaries	(31		)	(31		)	(1,073		)	—			1,135			—
Currency translation adjustment	—			—			1,042			(1,073		)	—			(31		)
Comprehensive (loss)/income	$	23,952		$	23,952		$	37,349		$	(1,064	)	$	(60,237	)	$	23,952

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) For the nine months ended September 28, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	516,022		$	741,124		$	10,789		$	—		$	1,267,935
Cost of sales	—			444,788			601,643			9,961			—			1,056,392
Selling, general and administrative expenses	—			83,814			64,318			651			—			148,783
Amortization of intangible assets	—			411			6,664			398			—			7,473
Restructuring, impairment and other charges	—			6,841			3,388			14			—			10,243
Operating income/(loss)	—			(19,832		)	65,111			(235		)	—			45,044
Gain on bargain purchase	—			(12,443		)	8			—			—			(12,435		)
Interest expense, net	—			85,080			341			—			—			85,421
Intercompany interest expense/(income)	—			(935		)	935			—			—			—
Loss on early extinguishment of debt, net	—			9,440			—			—			—			9,440
Other (income)/expense, net	—			1,646			(2,783		)	(263		)	—			(1,400		)
Income/(loss) from continuing operations before income taxes and equity in income/(loss) of subsidiaries	—			(102,620		)	66,610			28			—			(35,982		)
Income tax (benefit)/expense	—			(2,724		)	(4,324		)	61			—			(6,987		)
Income/(loss) from continuing operations before equity in income/(loss) of subsidiaries	—			(99,896		)	70,934			(33		)	—			(28,995		)
Equity in income/(loss) of subsidiaries	(14,045		)	76,670			(33		)	—			(62,592		)	—
Income/(loss) from continuing operations	(14,045		)	(23,226		)	70,901			(33		)	(62,592		)	(28,995		)
Income from discontinued operations, net of taxes	—			9,181			5,769			—			—			14,950
Net (loss)/income	(14,045		)	(14,045		)	76,670			(33		)	(62,592		)	(14,045		)
Other comprehensive income/(loss):
Other comprehensive income/(loss) of subsidiaries	(3,139		)	(3,139		)	(2,992		)	—			9,270			—
Currency translation adjustment	—			—			(147		)	(2,992		)	—			(3,139		)
Comprehensive (loss)/income	$	(17,184	)	$	(17,184	)	$	73,531		$	(3,025	)	$	(53,322	)	$	(17,184	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 28, 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	$	2,879		$	(116,022	)	$	125,347		$	(1,506	)	$	—	$	10,698
Net cash provided by operating activities of discontinued operations	—			6,503			552			—			—		7,055
Net cash provided by/(used in) operating activities	2,879			(109,519		)	125,899			(1,506		)	—		17,753
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(33,166		)	—			—			—		(33,166		)
Capital expenditures	—			(9,883		)	(13,021		)	(141		)	—		(23,045		)
Purchase of investment	—			(1,650		)	—			—			—		(1,650		)
Proceeds from insurance claim	—			—			3,036			—			—		3,036
Proceeds from sale of property, plant and equipment	—			250			7,611			—			—		7,861
Net cash (used in)/provided by investing activities of continuing operations	—			(44,449		)	(2,374		)	(141		)	—		(46,964		)
Net cash provided by investing activities of discontinued operations	—			20,715			21,999			—			—		42,714
Net cash (used in)/provided by investing activities	—			(23,734		)	19,625			(141		)	—		(4,250		)
Cash flows from financing activities:
Repayment of 7.875% senior subordinated notes	—			(67,848		)	—			—			—		(67,848		)
Repayment of Term Loan B due 2016	—			(390,005		)	—			—			—		(390,005		)
Payment of financing related costs and expenses and debt issuance discounts	—			(15,219		)	—			—			—		(15,219		)
Repayments of other long-term debt	—			—			(3,323		)	—			—		(3,323		)
Purchase and retirement of common stock upon vesting of RSUs	(509		)	—			—			—			—		(509		)
(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	—			474,400			—			—			—		474,400
Repayments under ABL facility due 2017	—			(392,600		)	—			—			—		(392,600		)
Proceeds from exercise of stock options	76			—			—			—			—		76
Proceeds from issuance of 15% unsecured term loan due 2017	—			50,000			—			—			—		50,000
Repayment of 15% unsecured term loan due 2017	—			(30,000		)	—			—			—		(30,000		)
Proceeds from equipment loan	—			20,000			—			—			—		20,000
Intercompany advances	(2,446		)	143,668			(142,462		)	1,240			—		—
Net cash provided by/(used in) financing activities	(2,879		)	134,396			(145,785		)	1,240			—		(13,028		)
Effect of exchange rate changes on cash and cash equivalents	—			—			34			(81		)	—		(47		)
Net increase/(decrease) in cash and cash equivalents	—			1,143			(227		)	(488		)	—		428
Cash and cash equivalents at beginning of period	—			5,763			286			2,061			—		8,110
Cash and cash equivalents at end of period	$	—		$	6,906		$	59		$	1,573		$	—	$	8,538

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	—			98,199			155,188			1,002			—			254,389
Inventories	—			59,618			67,535			82			—			127,235
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			53,303			11,878			2,783			—			67,964
Assets of discontinued operations - current	—			5,171			6,094			—			—			11,265
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	—			86,416			191,453			1,209			—			279,078
Goodwill	—			25,540			155,849			6,026			—			187,415
Other intangible assets, net	—			6,621			196,755			1,823			—			205,199
Other assets, net	—			40,301			3,827			504			—			44,632
Assets of discontinued operations - long-term	—			6,525			8,743			—			—			15,268
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	—			104,941			74,394			515			—			179,850
Accrued compensation and related liabilities	—			14,409			9,755			514			—			24,678
Other current liabilities	—			56,766			20,069			532			—			77,367
Liabilities of discontinued operations - current	—			2,930			3,661			—			—			6,591
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	—			115,196			78,427			(1,738		)	—			191,885
Liabilities of discontinued operations - long-term	—			1,484			(604		)	—			—			880
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 September 29, 2012 (in thousands)
	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	165,588		$	267,428		$	4,152		$	—		$	437,168
Cost of sales	—		139,278			211,062			3,440			—			353,780
Selling, general and administrative expenses	—		24,236			20,043			190			—			44,469
Amortization of intangible assets	—		137			2,176			134			—			2,447
Restructuring, impairment and other charges	—		1,805			2,383			2			—			4,190
Operating income	—		132			31,764			386			—			32,282
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 (income)/expense, net	—		375			(3		)	119			—			491
Income/(loss) from continuing operations before income taxes and equity in income/(loss) of subsidiaries	—		(28,638		)	31,228			250			—			2,840
Income tax expense/(benefit)	—		(2,717		)	1,768			767			—			(182		)
Income/(loss) from continuing operations before equity in income/(loss) of subsidiaries	—		(25,921		)	29,460			(517		)	—			3,022
Equity in income/(loss) of subsidiaries	4,475		28,990			(517		)	—			(32,948		)	—
Income/(loss) from continuing operations	4,475		3,069			28,943			(517		)	(32,948		)	3,022
Income from discontinued operations, net of taxes	—		1,406			47			—			—			1,453
Net income/(loss)	4,475		4,475			28,990			(517		)	(32,948		)	4,475
Other comprehensive income/(loss):
Other comprehensive income/(loss) of subsidiaries	2,412		2,412			1,244			—			(6,068		)	—
Currency translation adjustment	—		—			1,168			1,244			—			2,412
Comprehensive income/(loss)	$	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	$	—		$	507,767		$	780,951		$	11,875		$	—		$	1,300,593
Cost of sales	—			427,634			625,104			10,381			—			1,063,119
Selling, general and administrative expenses	—			76,760			60,567			591			—			137,918
Amortization of intangible assets	—			444			6,609			402			—			7,455
Restructuring, impairment and other charges	—			3,331			19,139			96			—			22,566
Operating income/(loss)	—			(402		)	69,532			405			—			69,535
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/(loss) of subsidiaries	—			(95,612		)	68,010			451			—			(27,151		)
Income tax expense/(benefit)	—			(7,680		)	2,940			728			—			(4,012		)
Income/(loss) from continuing operations before equity in income/(loss) of subsidiaries	—			(87,932		)	65,070			(277		)	—			(23,139		)
Equity in income/(loss) of subsidiaries	(23,144		)	58,186			(277		)	—			(34,765		)	—
Income/(loss) from continuing operations	(23,144		)	(29,746		)	64,793			(277		)	(34,765		)	(23,139		)
Income/(loss) from discontinued operations, net of taxes	—			6,602			(6,607		)	—			—			(5		)
Net income/(loss)	(23,144		)	(23,144		)	58,186			(277		)	(34,765		)	(23,144		)
Other comprehensive income/(loss):
Other comprehensive income/(loss) of subsidiaries	1,654			1,654			179			—			(3,487		)	—
Currency translation adjustment	—			—			1,475			179			—			1,654
Comprehensive income/(loss)	$	(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		$	(95,188	)	$	100,680		$	2,528		$	—		$	12,466
Net cash provided by operating activities of discontinued operations	—			5,780			432			—			—			6,212
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	—			(7,656		)	(7,553		)	(117		)	—			(15,326		)
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	—			(2,668		)	(5,252		)	(117		)	(3,900		)	(11,937		)
Net cash provided by investing activities of discontinued operations	—			16,251			23,359			—			—			39,610
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 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		)
Purchase and 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
(Repayments)/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 (decrease) increase 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