Condensed Consolidating Financial Information

3 Months Ended

Apr. 02, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Financial Information

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 8.875% senior second lien notes due 2018, the 7% Notes, and the 11.5% Notes (collectively, 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 domestic 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 April 2, 2016, and January 2, 2016, and for the three months ended April 2, 2016, and March 28, 2015. 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 April 2, 2016 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	6,331		$	468	$	2,154	$	—		$	8,953
Accounts receivable, net	—			126,154			109,884		—		—			236,038
Inventories	—			70,358			45,197		—		—			115,555
Intercompany receivable	—			—			1,684,462		—		(1,684,462		)	—
Notes receivable from subsidiaries	—			36,938			3,245		—		(40,183		)	—
Prepaid and other current assets	—			34,785			3,221		1,696		(890		)	38,812
Total current assets	—			274,566			1,846,477		3,850		(1,725,535		)	399,358
Investment in subsidiaries	(651,523		)	2,038,514			6,312		7,829		(1,401,132		)	—
Property, plant and equipment, net	—			111,179			95,301		712		—			207,192
Goodwill	—			22,940			147,411		4,980		—			175,331
Other intangible assets, net	—			9,415			119,073		387		—			128,875
Other assets, net	—			15,529			3,174		588		—			19,291
Assets of discontinued operations - long-term	—			—			913		—		—			913
Total assets	$	(651,523	)	$	2,472,143		$	2,218,661	$	18,346	$	(3,126,667	)	$	930,960
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	107,547		$	1,006	$	—	$	—		$	108,553
Accounts payable	—			102,725			63,066		96		—			165,887
Accrued compensation and related liabilities	—			26,800			3,985		316		—			31,101
Other current liabilities	—			53,330			15,555		195		—			69,080
Liabilities of discontinued operations - current	—			148			1,799		—		—			1,947
Intercompany payable	—			1,684,109			—		353		(1,684,462		)	—
Notes payable to issuer	—			—			36,938		3,245		(40,183		)	—
Total current liabilities	—			1,974,659			122,349		4,205		(1,724,645		)	376,568
Long-term debt	—			1,009,079			2,367		—		—			1,011,446
Other liabilities	—			142,228			55,431		—		(890		)	196,769
Shareholders’ (deficit) equity	(651,523		)	(653,823		)	2,038,514		14,141		(1,401,132		)	(653,823		)
Total liabilities and shareholders’ (deficit) equity	$	(651,523	)	$	2,472,143		$	2,218,661	$	18,346	$	(3,126,667	)	$	930,960

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the three months ended April 2, 2016 (in thousands)
	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	231,098		$	201,478		$	185		$	—		$	432,761
Cost of sales	—		203,331			158,580			—			—			361,911
Selling, general and administrative expenses	—		29,275			17,782			182			—			47,239
Amortization of intangible assets	—		152			1,344			111			—			1,607
Restructuring and other charges	—		3,018			1,972			—			—			4,990
Operating (loss) income	—		(4,678		)	21,800			(108		)	—			17,014
Interest expense, net	—		24,048			47			—			—			24,095
Intercompany interest (income) expense	—		(245		)	245			—			—			—
Gain on early extinguishment of debt, net	—		(21,613		)	—			—			—			(21,613		)
Other expense (income), net	—		600			14			(60		)	—			554
(Loss) income from continuing operations before income taxes and equity in income (loss) of subsidiaries	—		(7,468		)	21,494			(48		)	—			13,978
Income tax expense (benefit)	—		850			122			(14		)	—			958
(Loss) income from continuing operations before equity in income (loss) of subsidiaries	—		(8,318		)	21,372			(34		)	—			13,020
Equity in income (loss) of subsidiaries	11,203		21,798			1,643			—			(34,644		)	—
Income (loss) from continuing operations	11,203		13,480			23,015			(34		)	(34,644		)	13,020
(Loss) income from discontinued operations, net of taxes	—		(2,277		)	(1,217		)	1,677			—			(1,817		)
Net income (loss)	11,203		11,203			21,798			1,643			(34,644		)	11,203
Other comprehensive income(loss):
Other comprehensive income (loss) of subsidiaries	4,222		2,109			177			—			(6,508		)	—
Changes in pension and other employee benefit accounts, net of taxes	—		2,113			367			—			—			2,480
Currency translation adjustment, net	—		—			1,565			177			—			1,742
Total other comprehensive income (loss)	4,222		4,222			2,109			177			(6,508		)	4,222
Comprehensive income (loss)	$	15,425	$	15,425		$	23,907		$	1,820		$	(41,152	)	$	15,425

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended April 2, 2016  (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	$	591		$	(38,486	)	$	24,938		$	1,523		$	—	$	(11,434	)
Net cash used in operating activities of discontinued operations	—			—			(5,364		)	(438		)	—		(5,802		)
Net cash provided by (used in) operating activities	591			(38,486		)	19,574			1,085			—		(17,236		)
Cash flows from investing activities:
Capital expenditures	—			(3,923		)	(3,146		)	(88		)	—		(7,157		)
Proceeds from sale of property, plant and equipment	—			5			—			—			—		5
Net cash used in investing activities of continuing operations	—			(3,918		)	(3,146		)	(88		)	—		(7,152		)
Net cash provided by investing activities of discontinued operations	—			—			87,415			7,145			—		94,560
Net cash (used in) provided by investing activities	—			(3,918		)	84,269			7,057			—		87,408
Cash flows from financing activities:
Repayments of other long-term debt	—			(1,766		)	52			—			—		(1,714		)
Repayment of 11.5% senior notes due 2017	—			(4,725		)	—			—			—		(4,725		)
Repayment of 7% senior exchangeable notes	—			(17,680		)	—			—			—		(17,680		)
Borrowings under ABL Facility due 2017	—			141,000			—			—			—		141,000
Repayments under ABL Facility due 2017	—			(186,200		)	—			—			—		(186,200		)
Intercompany advances	(591		)	112,548			(103,970		)	(7,987		)	—		—
Net cash (used in) provided by financing activities of continuing operations	(591		)	43,177			(103,918		)	(7,987		)	—		(69,319		)
Net cash used in financing activities of discontinued operations	—			—			(8		)	—			—		(8		)
Net cash (used in) provided by financing activities	(591		)	43,177			(103,926		)	(7,987		)	—		(69,327		)
Effect of exchange rate changes on cash and cash equivalents	—			—			316			7			—		323
Net increase in cash and cash equivalents	—			773			233			162			—		1,168
Cash and cash equivalents at beginning of period	—			5,558			235			1,992			—		7,785
Cash and cash equivalents at end of period	$	—		$	6,331		$	468		$	2,154		$	—	$	8,953

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET January 2, 2015 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	5,558		$	235	$	1,992	$	—		$	7,785
Accounts receivable, net	—			133,232			120,810		—		—			254,042
Inventories	—			74,116			47,499		—		—			121,615
Intercompany receivable	—			—			1,580,492		—		(1,580,492		)	—
Notes receivable from subsidiaries	—			36,938			3,245		—		(40,183		)	—
Prepaid and other current assets	—			41,238			1,807		1,575		—			44,620
Assets of discontinued operations - current	—			—			41,821		6,745		—			48,566
Total current assets	—			291,082			1,795,909		10,312		(1,620,675		)	476,628
Investment in subsidiaries	(669,839		)	2,014,972			4,492		7,829		(1,357,454		)	—
Property, plant and equipment, net	—			113,608			96,262		708		—			210,578
Goodwill	—			22,940			147,409		4,989		—			175,338
Other intangible assets, net	—			9,533			120,451		466		—			130,450
Other assets, net	—			20,327			3,154		1,477		(888		)	24,070
Assets of discontinued operations - long-term	—			1,226			62,184		—		(559		)	62,851
Total assets	$	(669,839	)	$	2,473,688		$	2,229,861	$	25,781	$	(2,979,576	)	$	1,079,915
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	4,454		$	919	$	—	$	—		$	5,373
Accounts payable	—			126,384			73,601		135		—			200,120
Accrued compensation and related liabilities	—			26,812			4,846		303		—			31,961
Other current liabilities	—			69,254			16,737		712		—			86,703
Liabilities of discontinued operations - current	—			—			21,543		725		—			22,268
Intercompany payable	—			1,572,152			—		8,340		(1,580,492		)	—
Notes payable to issuer	—			—			36,938		3,245		(40,183		)	—
Total current liabilities	—			1,799,056			154,584		13,460		(1,620,675		)	346,425
Long-term debt	—			1,200,848			2,402		—		—			1,203,250
Other liabilities	—			143,623			56,191		—		(888		)	198,926
Liabilities of discontinued operations - long-term	—			—			1,712		—		(559		)	1,153
Shareholders’ (deficit) equity	(669,839		)	(669,839		)	2,014,972		12,321		(1,357,454		)	(669,839		)
Total liabilities and shareholders’ (deficit) equity	$	(669,839	)	$	2,473,688		$	2,229,861	$	25,781	$	(2,979,576	)	$	1,079,915

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF 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		$	204,386		$	1,439	$	—		$	429,677
Cost of sales	—			190,863			167,310			610		—			358,783
Selling, general and administrative expenses	—			30,115			16,860			182		—			47,157
Amortization of intangible assets	—			152			1,605			111		—			1,868
Restructuring and other charges	—			3,447			622			—		—			4,069
Operating (loss) income	—			(725		)	17,989			536		—			17,800
Interest expense, net	—			25,592			67			—		—			25,659
Intercompany interest (income) expense	—			(274		)	274			—		—			—
Loss on early extinguishment of debt, net	—			433			—			—		—			433
Other expense (income), net	—			294			(161		)	35		—			168
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(26,770		)	17,809			501		—			(8,460		)
Income tax (benefit) expense	—			(1,234		)	866			87		—			(281		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(25,536		)	16,943			414		—			(8,179		)
Equity in (loss) income of subsidiaries	(7,679		)	17,858			604			—		(10,783		)	—
(Loss) income from continuing operations	(7,679		)	(7,678		)	17,547			414		(10,783		)	(8,179		)
(Loss) income from discontinued operations, net of taxes	—			(1		)	311			190		—			500
Net (loss) income	(7,679		)	(7,679		)	17,858			604		(10,783		)	(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		)
Total other comprehensive income (loss)	12			12			(1,330		)	353		965			12
Comprehensive (loss) income	$	(7,667	)	$	(7,667	)	$	16,528		$	957	$	(9,818	)	$	(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	)	$	27,861		$	1,008		$	—	$	(15,535	)
Net cash provided by operating activities of discontinued operations	—			—			6,129			1,962			—		8,091
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		)	(1,000		)	—			—		(5,750		)
Proceeds from sale of property, plant and equipment	—			571			2			—			—		573
Net cash used in investing activities of continuing operations	—			(4,179		)	(998		)	—			—		(5,177		)
Net cash used in investing activities of discontinued operations	—			—			(309		)	—			—		(309		)
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 of other long-term debt	—			(3,219		)	1,863			—			—		(1,356		)
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 of continuing operations	(132		)	44,103			(32,249		)	43			—		11,765
Net cash used in financing activities of discontinued operations	—			—			(116		)	—			—		(116		)
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
Less cash and cash equivalents of discontinued operations	—			—			(84		)	(3,906		)	—		(3,990		)
Cash and cash equivalents of continuing operations at end of period	$	—		$	6,353		$	538		$	1,558		$	—	$	8,449