Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 27, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Consolidating Balance Sheet

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET September 27, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	9,212		$	281		$	1,555		$	—		$	11,048
Accounts receivable, net	—			129,478			153,465			4,507			—			287,450
Inventories	—			74,448			82,292			1,663			—			158,403
Notes receivable from subsidiaries	—			36,938			3,245			—			(40,183		)	—
Prepaid and other current assets	—			52,801			7,162			3,157			—			63,120
Assets of discontinued operations - current	—			—			20			—			—			20
Total current assets	—			302,877			246,465			10,882			(40,183		)	520,041
Investment in subsidiaries	(555,643		)	1,928,680			3,805			7,829			(1,384,671		)	—
Property, plant and equipment, net	—			126,915			161,782			586			—			289,283
Goodwill	—			25,540			155,335			5,396			—			186,271
Other intangible assets, net	—			10,129			149,065			936			—			160,130
Other assets, net	—			44,653			5,486			502			—			50,641
Total assets	$	(555,643	)	$	2,438,794		$	721,938		$	26,131		$	(1,424,854	)	$	1,206,366
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,000		$	3,719		$	—		$	—		$	6,719
Accounts payable	—			137,127			107,119			1,842			—			246,088
Accrued compensation and related liabilities	—			25,465			7,993			533			—			33,991
Other current liabilities	—			64,632			19,943			1,170			—			85,745
Liabilities of discontinued operations - current	—			—			85			—			—			85
Intercompany payable (receivable)	—			1,412,403			(1,422,004		)	9,601			—			—
Notes payable to issuer	—			—			36,938			3,245			(40,183		)	—
Total current liabilities	—			1,642,627			(1,246,207		)	16,391			(40,183		)	372,628
Long-term debt	—			1,243,409			1,677			—			—			1,245,086
Other liabilities	—			108,401			37,788			(1,894		)	—			144,295
Shareholders’ (deficit) equity	(555,643		)	(555,643		)	1,928,680			11,634			(1,384,671		)	(555,643		)
Total liabilities and shareholders’ (deficit) equity	$	(555,643	)	$	2,438,794		$	721,938		$	26,131		$	(1,424,854	)	$	1,206,366

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 28, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	9,504		$	—		$	1,825		$	—		$	11,329
Accounts receivable, net	—			128,214			152,091			1,281			—			281,586
Inventories	—			89,830			71,722			13			—			161,565
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			46,050			6,813			2,490			—			55,353
Assets of discontinued operations - current	—			—			132			—			—			132
Total current assets	—			310,536			230,758			5,609			(36,938		)	509,965
Investment in subsidiaries	(496,980		)	1,865,003			5,385			6,725			(1,380,133		)	—
Property, plant and equipment, net	—			134,326			169,770			811			—			304,907
Goodwill	—			25,540			155,561			5,335			—			186,436
Other intangible assets, net	—			9,930			157,621			1,198			—			168,749
Other assets, net	—			37,952			5,175			487			—			43,614
Assets of discontinued operations - long-term	—			—			33			—			—			33
Total assets	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	6,600		$	2,574		$	—		$	—		$	9,174
Accounts payable	—			148,678			94,889			661			—			244,228
Accrued compensation and related liabilities	—			20,684			10,969			486			—			32,139
Other current liabilities	—			60,845			19,674			679			—			81,198
Liabilities of discontinued operations - current	—			1,372			641			—			—			2,013
Intercompany payable (receivable)	—			1,341,397			(1,349,273		)	7,876			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,579,576			(1,183,588		)	9,702			(36,938		)	368,752
Long-term debt	—			1,173,457			2,894			—			—			1,176,351
Other liabilities	—			127,234			39,994			(1,647		)	—			165,581
Shareholders’ (deficit) equity	(496,980		)	(496,980		)	1,865,003			12,110			(1,380,133		)	(496,980		)
Total liabilities and shareholders’ (deficit) equity	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704

Schedule of Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended September 27, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	230,496		$	246,196		$	3,884		$	—		$	480,576
Cost of sales	—			204,889			202,812			2,441			—			410,142
Selling, general and administrative expenses	—			30,705			21,923			449			—			53,077
Amortization of intangible assets	—			181			2,164			111			—			2,456
Restructuring and other charges	—			5,043			528			—			—			5,571
Operating (loss) income	—			(10,322		)	18,769			883			—			9,330
Interest expense, net	—			25,893			121			—			—			26,014
Intercompany interest (income) expense	—			(341		)	341			—			—			—
Loss on early extinguishment of debt, net	—			1,280			—			—			—			1,280
Other income, net	—			(674		)	(6,305		)	(34		)	—			(7,013		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(36,480		)	24,612			917			—			(10,951		)
Income tax expense (benefit)	—			383			(737		)	197			—			(157		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(36,863		)	25,349			720			—			(10,794		)
Equity in (loss) income of subsidiaries	(10,893		)	25,962			720			—			(15,789		)	—
(Loss) income from continuing operations	(10,893		)	(10,901		)	26,069			720			(15,789		)	(10,794		)
Income (loss) from discontinued operations, net of taxes	—			8			(107		)	—			—			(99		)
Net (loss) income	(10,893		)	(10,893		)	25,962			720			(15,789		)	(10,893		)
Other comprehensive (loss) income:
Other comprehensive (loss) income of subsidiaries	(587		)	(1,067		)	(293		)	—			1,947			—
Changes in pension and other employee benefit accounts, net of taxes	—			480			—			—			—			480
Currency translation adjustment	—			—			(774		)	(293		)	—			(1,067		)
Comprehensive (loss) income	$	(11,480	)	$	(11,480	)	$	24,895		$	427		$	(13,842	)	$	(11,480	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the nine months ended September 27, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	699,188		$	740,750		$	10,167		$	—		$	1,450,105
Cost of sales	—			609,695			608,142			6,898			—			1,224,735
Selling, general and administrative expenses	—			98,211			65,074			1,126			—			164,411
Amortization of intangible assets	—			551			8,426			377			—			9,354
Restructuring and other charges	—			15,491			3,365			—			—			18,856
Operating (loss) income	—			(24,760		)	55,743			1,766			—			32,749
Interest expense, net	—			80,235			355			—			—			80,590
Intercompany interest (income) expense	—			(827		)	827			—			—			—
Loss on early extinguishment of debt, net	—			27,778			—			—			—			27,778
Other income, net	—			(448		)	(6,849		)	(13		)	—			(7,310		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(131,498		)	61,410			1,779			—			(68,309		)
Income tax (benefit) expense	—			(605		)	(1,226		)	404			—			(1,427		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(130,893		)	62,636			1,375			—			(66,882		)
Equity in (loss) income of subsidiaries	(65,364		)	65,340			1,375			—			(1,351		)	—
(Loss) income from continuing operations	(65,364		)	(65,553		)	64,011			1,375			(1,351		)	(66,882		)
Income from discontinued operations, net of taxes	—			189			1,329			—			—			1,518
Net (loss) income	(65,364		)	(65,364		)	65,340			1,375			(1,351		)	(65,364		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,106			(334		)	289			—			(1,061		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			1,440			—			—			—			1,440
Currency translation adjustment	—			—			(623		)	289			—			(334		)
Comprehensive (loss) income	$	(64,258	)	$	(64,258	)	$	65,006		$	1,664		$	(2,412	)	$	(64,258	)

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 and other charges	—			1,992			1,344			1			—			3,337
Operating (loss) income	—			(8,315		)	24,876			(37		)	—			16,524
Gain on bargain purchase	—			(17,270		)	8			—			—			(17,262		)
Interest expense, net	—			27,482			122			7			—			27,611
Intercompany interest (income) expense	—			(281		)	281			—			—			—
Loss on early extinguishment of debt, net	—			1,593			—			—			—			1,593
Other expense (income), net	—			768			(84		)	(89		)	—			595
(Loss) income from continuing operations before income taxes and equity in income (loss) of subsidiaries	—			(20,607		)	24,549			45			—			3,987
Income tax (benefit) expense	—			(3,544		)	(5,932		)	36			—			(9,440		)
(Loss) income from continuing operations before equity in income (loss) of subsidiaries	—			(17,063		)	30,481			9			—			13,427
Equity in income (loss) of subsidiaries	26,919			37,380			9			—			(64,308		)	—
Income (loss) from continuing operations	26,919			20,317			30,490			9			(64,308		)	13,427
Income from discontinued operations, net of taxes	—			6,602			6,890			—			—			13,492
Net income (loss)	26,919			26,919			37,380			9			(64,308		)	26,919
Other comprehensive (loss) income:
Other comprehensive (loss) income of subsidiaries	(31		)	(31		)	(1,073		)	—			1,135			—
Currency translation adjustment	—			—			1,042			(1,073		)	—			(31		)
Comprehensive income (loss)	$	26,888		$	26,888		$	37,349		$	(1,064	)	$	(63,173	)	$	26,888

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 and other charges	—			6,841			3,388			14			—			10,243
Operating (loss) income	—			(19,832		)	65,111			(235		)	—			45,044
Gain on bargain purchase	—			(17,270		)	8			—			—			(17,262		)
Interest expense, net	—			85,080			341			—			—			85,421
Intercompany interest (income) expense	—			(935		)	935			—			—			—
Loss on early extinguishment of debt, net	—			9,440			—			—			—			9,440
Other expense (income), net	—			1,646			(2,783		)	(263		)	—			(1,400		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(97,793		)	66,610			28			—			(31,155		)
Income tax (benefit) expense	—			(833		)	(4,324		)	61			—			(5,096		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(96,960		)	70,934			(33		)	—			(26,059		)
Equity in (loss) income of subsidiaries	(11,109		)	76,670			(33		)	—			(65,528		)	—
(Loss) income from continuing operations	(11,109		)	(20,290		)	70,901			(33		)	(65,528		)	(26,059		)
Income from discontinued operations, net of taxes	—			9,181			5,769			—			—			14,950
Net (loss) income	(11,109		)	(11,109		)	76,670			(33		)	(65,528		)	(11,109		)
Other comprehensive (loss) income :
Other comprehensive (loss) income of subsidiaries	(3,139		)	(3,139		)	(2,992		)	—			9,270			—
Currency translation adjustment	—			—			(147		)	(2,992		)	—			(3,139		)
Comprehensive (loss) income	$	(14,248	)	$	(14,248	)	$	73,531		$	(3,025	)	$	(56,258	)	$	(14,248	)

Schedule of Condensed Consolidating Statement of Cash Flows

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 27, 2014  (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	$	1,971		$	(92,447	)	$	89,164		$	(4,098	)	$	—	$	(5,410	)
Net cash used in operating activities of discontinued operations	—			(846		)	(1,005		)	—			—		(1,851		)
Net cash provided by (used in) operating activities	1,971			(93,293		)	88,159			(4,098		)	—		(7,261		)
Cash flows from investing activities:
Capital expenditures	—			(16,515		)	(11,280		)	(47		)	—		(27,842		)
Purchase of investment	—			(2,000		)	—			—			—		(2,000		)
Proceeds from sale of property, plant and equipment	—			1,533			302			—			—		1,835
Net cash used in investing activities of continuing operations	—			(16,982		)	(10,978		)	(47		)	—		(28,007		)
Net cash provided by investing activities of discontinued operations	—			1,033			1,163			—			—		2,196
Net cash used in investing activities	—			(15,949		)	(9,815		)	(47		)	—		(25,811		)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	—			540,000			—			—			—		540,000
Proceeds from issuance of 8.500% junior secured priority notes due 2022	—			250,000			—			—			—		250,000
Payment of financing-related costs and expenses and debt issuance discounts	—			(35,721		)	—			—			—		(35,721		)
Repayments of other long-term debt	—			(4,477		)	(2,032		)	—			—		(6,509		)
Repayment of 11.5% senior notes due 2017	—			(1,430		)	—			—			—		(1,430		)
Purchase and retirement of common stock upon vesting of RSUs	(562		)	—			—			—			—		(562		)
Repayment of 15% Unsecured Term Loan due 2017	—			(10,000		)	—			—			—		(10,000		)
Repayment of Term Loan Facility due 2017	—			(329,100		)	—			—			—		(329,100		)
Repayment of 8.875% senior second lien notes due 2018	—			(400,000		)	—			—			—		(400,000		)
Borrowings under ABL Facility due 2017	—			389,600			—			—			—		389,600
Repayments under ABL Facility due 2017	—			(363,500		)	—			—			—		(363,500		)
Intercompany advances	(1,409		)	73,578			(76,035		)	3,866			—		—
Net cash (used in) provided by financing activities	(1,971		)	108,950			(78,067		)	3,866			—		32,778
Effect of exchange rate changes on cash and cash equivalents	—			—			4			9			—		13
Net (decrease) increase in cash and cash equivalents	—			(292		)	281			(270		)	—		(281		)
Cash and cash equivalents at beginning of period	—			9,504			—			1,825			—		11,329
Cash and cash equivalents at end of period	$	—		$	9,212		$	281		$	1,555		$	—	$	11,048

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 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		)
Proceeds from issuance of other long-term debt	—			20,000			—			—			—		20,000
Repayments of other long-term debt	—			—			(3,323		)	—			—		(3,323		)
Purchase and retirement of common stock upon vesting of RSUs	(509		)	—			—			—			—		(509		)
Repayments under Revolving Credit Facility, net	—			(18,000		)	—			—			—		(18,000		)
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 exercise of stock options	76			—			—			—			—		76
Proceeds from issuance of Term Loan Facility due 2017	—			360,000			—			—			—		360,000
Borrowings under ABL Facility due 2017	—			474,400			—			—			—		474,400
Repayments under ABL Facility due 2017	—			(392,600		)	—			—			—		(392,600		)
Intercompany advances	(2,446		)	143,668			(142,462		)	1,240			—		—
Net cash (used in) provided by 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