Condensed Consolidating Financial Information

3 Months Ended

Mar. 28, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

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 6.000% senior priority secured notes due 2019 (the “6.000% Notes”), the 8.500% junior priority secured notes due 2022 (the “8.500% Notes”), the 7.875% senior subordinated notes due 2013 (the “7.875% Notes”), the 8.875% senior second lien notes due 2018 (the “8.875% Notes”), the 7% Notes, and the 11.5% senior notes due 2017 (the “11.5% Notes,” and collectively with the 6.000% Notes, the 8.500% Notes, the 7.875% Notes, the 8.875% Notes, and the 7% 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 North American subsidiaries, other than the Subsidiary Issuer (the "Guarantor Subsidiaries").

Presented below is condensed consolidating financial information for the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Parent Company's subsidiaries other than the Subsidiary Issuer and the Guarantor Subsidiaries (the "Non-Guarantor Subsidiaries") as of March 28, 2015, and December 27, 2014, and for the three months ended March 28, 2015, and March 29, 2014. 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 Parent 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 28, 2015 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	6,353		$	622		$	5,464		$	—		$	12,439
Accounts receivable, net	—			129,046			140,699			1,664			—			271,409
Inventories	—			71,911			67,761			1,881			—			141,553
Notes receivable from subsidiaries	—			36,938			3,245			—			(40,183		)	—
Prepaid and other current assets	—			38,088			6,054			2,709			—			46,851
Assets of discontinued operations - current	—			—			12			—			—			12
Total current assets	—			282,336			218,393			11,718			(40,183		)	472,264

Investment in subsidiaries	(640,351		)	1,961,772			4,540			7,829			(1,333,790		)	—
Property, plant and equipment, net	—			117,131			157,752			545			—			275,428
Goodwill	—			25,540			154,763			5,287			—			185,590
Other intangible assets, net	—			9,892			144,612			750			—			155,254
Other assets, net	—			41,871			4,607			493			—			46,971
Total assets	$	(640,351	)	$	2,438,542		$	684,667		$	26,622		$	(1,373,973	)	$	1,135,507

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,000		$	1,467		$	—		$	—		$	4,467
Accounts payable	—			120,168			97,852			1,110			—			219,130
Accrued compensation and related liabilities	—			29,624			6,770			593			—			36,987
Other current liabilities	—			56,522			19,054			907			—			76,483
Liabilities of discontinued operations - current	—			—			68			—			—			68
Intercompany payable (receivable)	—			1,473,784			(1,483,531		)	9,747			—			—
Notes payable to issuer	—			—			36,938			3,245			(40,183		)	—
Total current liabilities	—			1,683,098			(1,321,382		)	15,602			(40,183		)	337,135

Long-term debt	—			1,242,052			4,222			—			—			1,246,274
Other liabilities	—			153,743			40,055			(1,349		)	—			192,449
Shareholders’ (deficit) equity	(640,351		)	(640,351		)	1,961,772			12,369			(1,333,790		)	(640,351		)
Total liabilities and shareholders’ (deficit) equity	$	(640,351	)	$	2,438,542		$	684,667		$	26,622		$	(1,373,973	)	$	1,135,507

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended March 28, 2015 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	223,852		$	249,464		$	1,789	$	—		$	475,105
Cost of sales	—			190,863			206,492			533		—			397,888
Selling, general and administrative expenses	—			30,115			21,720			426		—			52,261
Amortization of intangible assets	—			152			2,144			111		—			2,407
Restructuring and other charges	—			3,447			907			—		—			4,354
Operating (loss) income	—			(725		)	18,201			719		—			18,195
Interest expense, net	—			25,592			100			—		—			25,692
Intercompany interest (income) expense	—			(274		)	274			—		—			—
Loss on early extinguishment of debt, net	—			433			—			—		—			433
Other expense (income), net	—			294			(539		)	28		—			(217		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(26,770		)	18,366			691		—			(7,713		)
Income tax (benefit) expense	—			(321		)	143			112		—			(66		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(26,449		)	18,223			579		—			(7,647		)
Equity in (loss) income of subsidiaries	(7,679		)	18,771			579			—		(11,671		)	—
(Loss) income from continuing operations	(7,679		)	(7,678		)	18,802			579		(11,671		)	(7,647		)
Loss from discontinued operations, net of taxes	—			(1		)	(31		)	—		—			(32		)
Net (loss) income	(7,679		)	(7,679		)	18,771			579		(11,671		)	(7,679		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	12			(1,330		)	353			—		965			—
Changes in pension and other employee benefit accounts, net of taxes	—			1,342			—			—		—			1,342
Currency translation adjustment	—			—			(1,683		)	353		—			(1,330		)
Comprehensive (loss) income	$	(7,667	)	$	(7,667	)	$	17,441		$	932	$	(10,706	)	$	(7,667	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 28, 2015 (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	$	132		$	(44,536	)	$	34,028		$	2,970		$	—	$	(7,406	)
Net cash used in operating activities of discontinued operations	—			—			(38		)	—			—		(38		)
Net cash provided by (used in) operating activities	132			(44,536		)	33,990			2,970			—		(7,444		)
Cash flows from investing activities:
Capital expenditures	—			(4,750		)	(1,309		)	—			—		(6,059		)
Proceeds from sale of property, plant and equipment	—			571			2			—			—		573
Net cash used in investing activities	—			(4,179		)	(1,307		)	—			—		(5,486		)
Cash flows from financing activities:
Payment of financing-related costs and expenses and debt issuance discounts	—			(1,162		)	—			—			—		(1,162		)
Repayments (borrowings) of other long-term debt	—			(3,219		)	1,747			—			—		(1,472		)
Repayment of 11.5% senior notes due 2017	—			(15,776		)	—			—			—		(15,776		)
Purchase and retirement of common stock upon vesting of RSUs	(141		)	—			—			—			—		(141		)
Borrowings under ABL Facility due 2017	—			141,300			—			—			—		141,300
Repayments under ABL Facility due 2017	—			(111,100		)	—			—			—		(111,100		)
Intercompany advances	9			34,060			(34,112		)	43			—		—
Net cash (used in) provided by financing activities	(132		)	44,103			(32,365		)	43			—		11,649
Effect of exchange rate changes on cash and cash equivalents	—			—			(540		)	(333		)	—		(873		)
Net (decrease) increase in cash and cash equivalents	—			(4,612		)	(222		)	2,680			—		(2,154		)
Cash and cash equivalents at beginning of period	—			10,965			844			2,784			—		14,593
Cash and cash equivalents at end of period	$	—		$	6,353		$	622		$	5,464		$	—	$	12,439

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 27, 2014 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	10,965		$	844		$	2,784		$	—		$	14,593
Accounts receivable, net	—			128,599			149,528			3,771			—			281,898
Inventories	—			71,108			64,036			1,866			—			137,010
Notes receivable from subsidiaries	—			36,938			3,245			—			(40,183		)	—
Prepaid and other current assets	—			42,889			5,012			2,505			—			50,406
Assets of discontinued operations - current	—			—			8			—			—			8
Total current assets	—			290,499			222,673			10,926			(40,183		)	483,915

Investment in subsidiaries	(632,675		)	1,944,300			3,608			7,829			(1,323,062		)	—
Property, plant and equipment, net	—			120,949			160,903			556			—			282,408
Goodwill	—			25,540			155,118			5,191			—			185,849
Other intangible assets, net	—			10,011			146,843			850			—			157,704
Other assets, net	—			42,242			5,289			484			—			48,015
Total assets	$	(632,675	)	$	2,433,541		$	694,434		$	25,836		$	(1,363,245	)	$	1,157,891

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,000		$	1,355		$	—		$	—		$	4,355
Accounts payable	—			138,939			91,860			1,385			—			232,184
Accrued compensation and related liabilities	—			29,851			6,736			538			—			37,125
Other current liabilities	—			66,895			19,346			980			—			87,221
Liabilities of discontinued operations - current	—			—			70			—			—			70
Intercompany payable (receivable)	—			1,439,715			(1,449,419		)	9,704			—			—
Notes payable to issuer	—			—			36,938			3,245			(40,183		)	—
Total current liabilities	—			1,678,400			(1,293,114		)	15,852			(40,183		)	360,955

Long-term debt	—			1,227,397			2,587			—			—			1,229,984
Other liabilities	—			160,419			40,661			(1,453		)	—			199,627
Shareholders’ (deficit) equity	(632,675		)	(632,675		)	1,944,300			11,437			(1,323,062		)	(632,675		)
Total liabilities and shareholders’ (deficit) equity	$	(632,675	)	$	2,433,541		$	694,434		$	25,836		$	(1,363,245	)	$	1,157,891

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended March 29, 2014 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	241,467		$	245,177		$	3,475		$	—		$	490,119
Cost of sales	—			210,725			201,544			2,888			—			415,157
Selling, general and administrative expenses	—			33,608			21,550			336			—			55,494
Amortization of intangible assets	—			185			3,131			133			—			3,449
Restructuring and other charges	—			3,931			2,016			—			—			5,947
Operating (loss) income	—			(6,982		)	16,936			118			—			10,072
Interest expense, net	—			27,823			87			—			—			27,910
Intercompany interest (income) expense	—			(270		)	270			—			—			—
Loss on early extinguishment of debt, net	—			18			—			—			—			18
Other income, net	—			(183		)	(325		)	(1		)	—			(509		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(34,370		)	16,904			119			—			(17,347		)
Income tax (benefit) expense	—			(391		)	(237		)	68			—			(560		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(33,979		)	17,141			51			—			(16,787		)
Equity in (loss) income of subsidiaries	(15,834		)	18,072			51			—			(2,289		)	—
(Loss) income from continuing operations	(15,834		)	(15,907		)	17,192			51			(2,289		)	(16,787		)
Income from discontinued operations, net of taxes	—			73			880			—			—			953
Net (loss) income	(15,834		)	(15,834		)	18,072			51			(2,289		)	(15,834		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	568			88			619			—			(1,275		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			480			—			—			—			480
Currency translation adjustment	—			—			(531		)	619			—			88
Comprehensive (loss) income	$	(15,266	)	$	(15,266	)	$	18,160		$	670		$	(3,564	)	$	(15,266	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 29, 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	$	836		$	(34,318	)	$	31,552		$	(1,493	)	$	—	$	(3,423	)
Net cash used in operating activities of discontinued operations	—			(610		)	(1,048		)	—			—		(1,658		)
Net cash provided by (used in) operating activities	836			(34,928		)	30,504			(1,493		)	—		(5,081		)
Cash flows from investing activities:
Capital expenditures	—			(5,427		)	(3,501		)	(47		)	—		(8,975		)
Purchase of investment	—			(2,000		)	—			—			—		(2,000		)
Proceeds from sale of property, plant and equipment	—			8			154			—			—		162
Net cash used in investing activities of continuing operations	—			(7,419		)	(3,347		)	(47		)	—		(10,813		)
Net cash provided by investing activities of discontinued operations	—			462			556			—			—		1,018
Net cash used in investing activities	—			(6,957		)	(2,791		)	(47		)	—		(9,795		)
Cash flows from financing activities:
Payment of financing-related costs and expenses and debt issuance discounts	—			(2,330		)	—			—			—		(2,330		)
Repayments of other long-term debt	—			(750		)	(819		)	—			—		(1,569		)
Purchase and retirement of common stock upon vesting of RSUs	(252		)	—			—			—			—		(252		)
Repayment of 15% Unsecured Term Loan due 2017	—			(600		)	—			—			—		(600		)
Repayment of Term Loan Facility due 2017	—			(900		)	—			—			—		(900		)
Borrowings under ABL Facility due 2017	—			156,400			—			—			—		156,400
Repayments under ABL Facility due 2017	—			(135,600		)	—			—			—		(135,600		)
Intercompany advances	(584		)	24,624			(26,317		)	2,277			—		—
Net cash (used in) provided by financing activities	(836		)	40,844			(27,136		)	2,277			—		15,149
Effect of exchange rate changes on cash and cash equivalents	—			—			5			(69		)	—		(64		)
Net increase (decrease) in cash and cash equivalents	—			(1,041		)	582			668			—		209
Cash and cash equivalents at beginning of period	—			9,504			—			1,825			—		11,329
Cash and cash equivalents at end of period	$	—		$	8,463		$	582		$	2,493		$	—	$	11,538