Condensed Consolidating Financial Information

6 Months Ended

Jun. 27, 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% Notes, the 8.500% Notes, the 7.875% senior subordinated notes due 2013 (the "7.875% Notes"), the 8.875% Notes, the 7% Notes, and the 11.5% Notes (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 June 27, 2015, and December 27, 2014, and for the three and six months ended June 27, 2015, and June 28, 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 June 27, 2015 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	6,875		$	653		$	4,669		$	—		$	12,197
Accounts receivable, net	—			111,945			145,767			2,149			—			259,861
Inventories	—			75,531			65,795			1,331			—			142,657
Notes receivable from subsidiaries	—			36,938			3,245			—			(40,183		)	—
Prepaid and other current assets	—			39,758			5,061			2,437			—			47,256
Assets of discontinued operations - current	—			—			37			—			—			37
Total current assets	—			271,047			220,558			10,586			(40,183		)	462,008

Investment in subsidiaries	(641,086		)	1,986,007			4,234			7,829			(1,356,984		)	—
Property, plant and equipment, net	—			117,103			153,276			563			—			270,942
Goodwill	—			25,540			154,827			5,185			—			185,552
Other intangible assets, net	—			9,774			142,424			654			—			152,852
Other assets, net	—			40,483			4,632			484			—			45,599
Total assets	$	(641,086	)	$	2,449,954		$	679,951		$	25,301		$	(1,397,167	)	$	1,116,953

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,000		$	1,466		$	—		$	—		$	4,466
Accounts payable	—			119,952			86,389			391			—			206,732
Accrued compensation and related liabilities	—			24,804			5,834			629			—			31,267
Other current liabilities	—			61,686			15,915			819			—			78,420
Liabilities of discontinued operations - current	—			—			104			—			—			104
Intercompany payable (receivable)	—			1,486,799			(1,496,281		)	9,482			—			—
Notes payable to issuer	—			—			36,938			3,245			(40,183		)	—
Total current liabilities	—			1,696,241			(1,349,635		)	14,566			(40,183		)	320,989

Long-term debt	—			1,243,911			3,872			—			—			1,247,783
Other liabilities	—			150,888			39,707			(1,328		)	—			189,267
Shareholders’ (deficit) equity	(641,086		)	(641,086		)	1,986,007			12,063			(1,356,984		)	(641,086		)
Total liabilities and shareholders’ (deficit) equity	$	(641,086	)	$	2,449,954		$	679,951		$	25,301		$	(1,397,167	)	$	1,116,953

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 27, 2015 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	211,534		$	247,863		$	1,460		$	—		$	460,857
Cost of sales	—			183,257			200,050			798			—			384,105
Selling, general and administrative expenses	—			27,969			20,585			483			—			49,037
Amortization of intangible assets	—			152			2,177			117			—			2,446
Restructuring and other charges	—			1,520			520			—			—			2,040
Operating (loss) income	—			(1,364		)	24,531			62			—			23,229
Interest expense, net	—			25,195			83			—			—			25,278
Intercompany interest (income) expense	—			(277		)	277			—			—			—
Loss on early extinguishment of debt, net	—			126			—			—			—			126
Other expense (income), net	—			499			(43		)	(109		)	—			347
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(26,907		)	24,214			171			—			(2,522		)
Income tax (benefit) expense	—			(344		)	135			106			—			(103		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(26,563		)	24,079			65			—			(2,419		)
Equity in (loss) income of subsidiaries	(2,405		)	24,158			65			—			(21,818		)	—
(Loss) income from continuing operations	(2,405		)	(2,405		)	24,144			65			(21,818		)	(2,419		)
Income from discontinued operations, net of taxes	—			—			14			—			—			14
Net (loss) income	(2,405		)	(2,405		)	24,158			65			(21,818		)	(2,405		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,433			91			(371		)	—			(1,153		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			1,342			—			—			—			1,342
Currency translation adjustment	—			—			462			(371		)	—			91
Comprehensive (loss) income	$	(972	)	$	(972	)	$	24,249		$	(306	)	$	(22,971	)	$	(972	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 27, 2015 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	435,386		$	497,327		$	3,249		$	—		$	935,962
Cost of sales	—			374,120			406,542			1,331			—			781,993
Selling, general and administrative expenses	—			58,084			42,305			909			—			101,298
Amortization of intangible assets	—			304			4,321			228			—			4,853
Restructuring and other charges	—			4,967			1,427			—			—			6,394
Operating (loss) income	—			(2,089		)	42,732			781			—			41,424
Interest expense, net	—			50,787			183			—			—			50,970
Intercompany interest (income) expense	—			(551		)	551			—			—			—
Loss on early extinguishment of debt, net	—			559			—			—			—			559
Other expense (income), net	—			793			(582		)	(81		)	—			130
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(53,677		)	42,580			862			—			(10,235		)
Income tax (benefit) expense	—			(665		)	278			218			—			(169		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(53,012		)	42,302			644			—			(10,066		)
Equity in (loss) income of subsidiaries	(10,084		)	42,929			644			—			(33,489		)	—
(Loss) income from continuing operations	(10,084		)	(10,083		)	42,946			644			(33,489		)	(10,066		)
Loss from discontinued operations, net of taxes	—			(1		)	(17		)	—			—			(18		)
Net (loss) income	(10,084		)	(10,084		)	42,929			644			(33,489		)	(10,084		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,445			(1,239		)	(18		)	—			(188		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			2,684			—			—			—			2,684
Currency translation adjustment	—			—			(1,221		)	(18		)	—			(1,239		)
Comprehensive (loss) income	$	(8,639	)	$	(8,639	)	$	41,690		$	626		$	(33,677	)	$	(8,639	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 27, 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	$	444		$	(53,058	)	$	48,789		$	2,220		$	—	$	(1,605	)
Net cash used in operating activities of discontinued operations	—			—			(24		)	—			—		(24		)
Net cash provided by (used in) operating activities	444			(53,058		)	48,765			2,220			—		(1,629		)
Cash flows from investing activities:
Capital expenditures	—			(9,922		)	(3,781		)	—			—		(13,703		)
Proceeds from sale of property, plant and equipment	—			586			843			—			—		1,429
Net cash used in investing activities	—			(9,336		)	(2,938		)	—			—		(12,274		)
Cash flows from financing activities:
Payment of financing-related costs and expenses and debt issuance discounts	—			(1,210		)	—			—			—		(1,210		)
Repayments of other long-term debt	—			(3,978		)	1,396			—			—		(2,582		)
Repayment of 11.5% senior notes due 2017	—			(22,720		)	—			—			—		(22,720		)
Purchase and retirement of common stock upon vesting of RSUs	(218		)	—			—			—			—		(218		)
Proceeds from exercise of stock options	2			—			—			—			—		2
Borrowings under ABL Facility due 2017	—			265,900			—			—			—		265,900
Repayments under ABL Facility due 2017	—			(227,000		)	—			—			—		(227,000		)
Intercompany advances	(228		)	47,312			(46,862		)	(222		)	—		—
Net cash (used in) provided by financing activities	(444		)	58,304			(45,466		)	(222		)	—		12,172
Effect of exchange rate changes on cash and cash equivalents	—			—			(552		)	(113		)	—		(665		)
Net (decrease) increase in cash and cash equivalents	—			(4,090		)	(191		)	1,885			—		(2,396		)
Cash and cash equivalents at beginning of period	—			10,965			844			2,784			—		14,593
Cash and cash equivalents at end of period	$	—		$	6,875		$	653		$	4,669		$	—	$	12,197

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 June 28, 2014 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	227,225		$	249,377		$	2,808		$	—		$	479,410
Cost of sales	—			194,081			203,786			1,569			—			399,436
Selling, general and administrative expenses	—			33,898			21,601			341			—			55,840
Amortization of intangible assets	—			185			3,131			133			—			3,449
Restructuring and other charges	—			6,517			821			—			—			7,338
Operating (loss) income	—			(7,456		)	20,038			765			—			13,347
Interest expense, net	—			26,519			147			—			—			26,666
Intercompany interest (income) expense	—			(216		)	216			—			—			—
Loss on early extinguishment of debt, net	—			26,480			—			—			—			26,480
Other expense (income), net	—			409			(219		)	22			—			212
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(60,648		)	19,894			743			—			(40,011		)
Income tax (benefit) expense	—			(597		)	(252		)	139			—			(710		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(60,051		)	20,146			604			—			(39,301		)
Equity in (loss) income of subsidiaries	(38,637		)	21,306			604			—			16,727			—
(Loss) income from continuing operations	(38,637		)	(38,745		)	20,750			604			16,727			(39,301		)
Income from discontinued operations, net of taxes	—			108			556			—			—			664
Net (loss) income	(38,637		)	(38,637		)	21,306			604			16,727			(38,637		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,125			645			(37		)	—			(1,733		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			480			—			—			—			480
Currency translation adjustment	—			—			682			(37		)	—			645
Comprehensive (loss) income	$	(37,512	)	$	(37,512	)	$	21,951		$	567		$	14,994		$	(37,512	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 28, 2014 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	468,692		$	494,554		$	6,283	$	—		$	969,529
Cost of sales	—			404,806			405,330			4,457		—			814,593
Selling, general and administrative expenses	—			67,506			43,151			677		—			111,334
Amortization of intangible assets	—			370			6,262			266		—			6,898
Restructuring and other charges	—			10,448			2,837			—		—			13,285
Operating (loss) income	—			(14,438		)	36,974			883		—			23,419
Interest expense, net	—			54,342			234			—		—			54,576
Intercompany interest (income) expense	—			(486		)	486			—		—			—
Loss on early extinguishment of debt, net	—			26,498			—			—		—			26,498
Other expense (income), net	—			226			(544		)	21		—			(297		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(95,018		)	36,798			862		—			(57,358		)
Income tax (benefit) expense	—			(988		)	(489		)	207		—			(1,270		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(94,030		)	37,287			655		—			(56,088		)
Equity in (loss) income of subsidiaries	(54,471		)	39,378			655			—		14,438			—
(Loss) income from continuing operations	(54,471		)	(54,652		)	37,942			655		14,438			(56,088		)
Income from discontinued operations, net of taxes	—			181			1,436			—		—			1,617
Net (loss) income	(54,471		)	(54,471		)	39,378			655		14,438			(54,471		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,693			733			582			—		(3,008		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			960			—			—		—			960
Currency translation adjustment	—			—			151			582		—			733
Comprehensive (loss) income	$	(52,778	)	$	(52,778	)	$	40,111		$	1,237	$	11,430		$	(52,778	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 28, 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	$	1,672		$	(79,382	)	$	54,411		$	(2,128	)	$	—	$	(25,427	)
Net cash used in operating activities of discontinued operations	—			(730		)	(957		)	—			—		(1,687		)
Net cash provided by (used in) operating activities	1,672			(80,112		)	53,454			(2,128		)	—		(27,114		)
Cash flows from investing activities:
Capital expenditures	—			(8,424		)	(8,306		)	(47		)	—		(16,777		)
Purchase of investment	—			(2,000		)	—			—			—		(2,000		)
Proceeds from sale of property, plant and equipment	—			166			154			—			—		320
Net cash used in investing activities of continuing operations	—			(10,258		)	(8,152		)	(47		)	—		(18,457		)
Net cash provided by investing activities of discontinued operations	—			1,033			1,163			—			—		2,196
Net cash used in investing activities	—			(9,225		)	(6,989		)	(47		)	—		(16,261		)
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	—			(35,017		)	—			—			—		(35,017		)
Repayments of other long-term debt	—			(1,500		)	(1,467		)	—			—		(2,967		)
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	—			287,900			—			—			—		287,900
Repayments under ABL Facility due 2017	—			(258,900		)	—			—			—		(258,900		)
Intercompany advances	(1,110		)	43,802			(44,766		)	2,074			—		—
Net cash (used in) provided by financing activities	(1,672		)	87,185			(46,233		)	2,074			—		41,354
Effect of exchange rate changes on cash and cash equivalents	—			—			4			16			—		20
Net increase (decrease) in cash and cash equivalents	—			(2,152		)	236			(85		)	—		(2,001		)
Cash and cash equivalents at beginning of period	—			9,504			—			1,825			—		11,329
Cash and cash equivalents at end of period	$	—		$	7,352		$	236		$	1,740		$	—	$	9,328