Condensed Consolidating Financial Information

6 Months Ended

Jul. 02, 2016

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% Secured Notes, the 8.500% Notes, the 6.000% Unsecured 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 July 2, 2016, and January 2, 2016, and for the three and six months ended July 2, 2016, and June 27, 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 July 2, 2016 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	3,920		$	74	$	969	$	—		$	4,963
Accounts receivable, net	—			112,625			99,969		—		—			212,594
Inventories, net	—			70,724			40,933		—		—			111,657
Intercompany receivable	—			—			1,715,622		—		(1,715,622		)	—
Notes receivable from subsidiaries	—			36,938			3,245		—		(40,183		)	—
Prepaid and other current assets	—			32,840			2,652		1,316		—			36,808
Total current assets	—			257,047			1,862,495		2,285		(1,755,805		)	366,022

Investment in subsidiaries	(595,670		)	2,062,520			4,971		7,829		(1,479,650		)	—
Property, plant and equipment, net	—			110,981			96,468		951		—			208,400
Goodwill	—			22,940			147,411		4,901		—			175,252
Other intangible assets, net	—			10,074			117,146		303		—			127,523
Other assets, net	—			19,915			3,063		1,481		(902		)	23,557
Total assets	$	(595,670	)	$	2,483,477		$	2,231,554	$	17,750	$	(3,236,357	)	$	900,754

Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	76,584		$	1,046	$	—	$	—		$	77,630
Accounts payable	—			99,359			57,149		258		—			156,766
Accrued compensation and related liabilities	—			19,823			4,597		319		—			24,739
Other current liabilities	—			53,809			12,127		660		—			66,596
Liabilities of discontinued operations - current	—			—			359		—		—			359
Intercompany payable	—			1,715,154			—		468		(1,715,622		)	—
Notes payable to issuer	—			—			36,938		3,245		(40,183		)	—
Total current liabilities	—			1,964,729			112,216		4,950		(1,755,805		)	326,090

Long-term debt	—			964,477			2,525		—		—			967,002
Other liabilities	—			149,941			54,293		—		(902		)	203,332
Shareholders’ (deficit) equity	(595,670		)	(595,670		)	2,062,520		12,800		(1,479,650		)	(595,670		)
Total liabilities and shareholders’ (deficit) equity	$	(595,670	)	$	2,483,477		$	2,231,554	$	17,750	$	(3,236,357	)	$	900,754

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the three months ended July 2, 2016 (in thousands)

	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	211,727		$	191,693		$	621		$	—		$	404,041
Cost of sales	—		187,912			147,566			—			—			335,478
Selling, general and administrative expenses	—		28,099			16,439			196			—			44,734
Amortization of intangible assets	—		152			1,116			111			—			1,379
Restructuring and other charges	—		759			121			—			—			880
Operating (loss) income	—		(5,195		)	26,451			314			—			21,570
Interest expense, net	—		21,459			53			—			—			21,512
Intercompany interest (income) expense	—		(246		)	246			—			—			—
Gain on early extinguishment of debt, net	—		(51,273		)	—			—			—			(51,273		)
Other expense (income), net	—		400			(1,962		)	(82		)	—			(1,644		)
Income from continuing operations before income taxes and equity in income (loss) of subsidiaries	—		24,465			28,114			396			—			52,975
Income tax expense	—		1,203			120			792			—			2,115
Income (loss) from continuing operations before equity in income (loss) of subsidiaries	—		23,262			27,994			(396		)	—			50,860
Equity in income (loss) of subsidiaries	47,556		24,164			(1,091		)	—			(70,629		)	—
Income (loss) from continuing operations	47,556		47,426			26,903			(396		)	(70,629		)	50,860
Income (loss) from discontinued operations, net of taxes	—		130			(2,739		)	(695		)	—			(3,304		)
Net income (loss)	47,556		47,556			24,164			(1,091		)	(70,629		)	47,556
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	2,323		(71		)	(250		)	—			(2,002		)	—
Changes in pension and other employee benefit accounts, net of taxes	—		2,394			86			—			—			2,480
Currency translation adjustment, net	—		—			93			(250		)	—			(157		)
Total other comprehensive income (loss)	2,323		2,323			(71		)	(250		)	(2,002		)	2,323
Comprehensive income (loss)	$	49,879	$	49,879		$	24,093		$	(1,341	)	$	(72,631	)	$	49,879

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the six months ended July 2, 2016 (in thousands)

	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	442,825		$	393,171		$	806		$	—		$	836,802
Cost of sales	—		391,243			306,146			—			—			697,389
Selling, general and administrative expenses	—		57,374			34,221			378			—			91,973
Amortization of intangible assets	—		304			2,460			222			—			2,986
Restructuring and other charges	—		3,777			2,093			—			—			5,870
Operating (loss) income	—		(9,873		)	48,251			206			—			38,584
Interest expense, net	—		45,507			100			—			—			45,607
Intercompany interest (income) expense	—		(491		)	491			—			—			—
Gain on early extinguishment of debt, net	—		(72,886		)	—			—			—			(72,886		)
Other expense (income), net	—		1,000			(1,948		)	(142		)	—			(1,090		)
Income from continuing operations before income taxes and equity in income (loss) of subsidiaries	—		16,997			49,608			348			—			66,953
Income tax expense	—		2,053			242			778			—			3,073
Income (loss) from continuing operations before equity in income (loss) of subsidiaries	—		14,944			49,366			(430		)	—			63,880
Equity in income (loss) of subsidiaries	58,759		45,962			552			—			(105,273		)	—
Income (loss) from continuing operations	58,759		60,906			49,918			(430		)	(105,273		)	63,880
Loss (income) from discontinued operations, net of taxes	—		(2,147		)	(3,956		)	982			—			(5,121		)
Net income (loss)	58,759		58,759			45,962			552			(105,273		)	58,759
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	6,545		2,038			(73		)	—			(8,510		)	—
Changes in pension and other employee benefit accounts, net of taxes	—		4,507			453			—			—			4,960
Currency translation adjustment, net	—		—			1,658			(73		)	—			1,585
Total other comprehensive income (loss)	6,545		6,545			2,038			(73		)	(8,510		)	6,545
Comprehensive income (loss)	$	65,304	$	65,304		$	48,000		$	479		$	(113,783	)	$	65,304

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended July 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	$	1,008		$	(58,084	)	$	61,624		$	1,100		$	—	$	5,648
Net cash used in operating activities of discontinued operations	—			—			(7,087		)	(438		)	—		(7,525		)
Net cash provided by (used in) operating activities	1,008			(58,084		)	54,537			662			—		(1,877		)
Cash flows from investing activities:
Capital expenditures	—			(8,559		)	(8,565		)	(437		)	—		(17,561		)
Proceeds from sale of property, plant and equipment	—			7,973			20			—			—		7,993
Proceeds from sale of assets	—			—			2,000			—			—		2,000
Net cash used in investing activities of continuing operations	—			(586		)	(6,545		)	(437		)	—		(7,568		)
Net cash provided by investing activities of discontinued operations	—			—			86,419			6,487			—		92,906
Net cash (used in) provided by investing activities	—			(586		)	79,874			6,050			—		85,338
Cash flows from financing activities:
Proceeds from issuance of 4% secured notes due 2021	—			50,000			—			—			—		50,000
Payment of financing-related costs and expenses and debt issuance discounts	—			(8,680		)	—			—			—		(8,680		)
Repayments of other long-term debt	—			(3,352		)	250			—			—		(3,102		)
Repayment of 11.5% senior notes due 2017	—			(4,725		)	—			—			—		(4,725		)
Repayment of 7% senior exchangeable notes	—			(27,580		)	—			—			—		(27,580		)
Purchase and retirement of common stock upon vesting of RSUs	(341		)	—			—			—			—		(341		)
Borrowings under ABL Facility due 2021	—			247,100			—			—			—		247,100
Repayments under ABL Facility due 2021	—			(339,400		)	—			—			—		(339,400		)
Intercompany advances	(667		)	143,669			(135,130		)	(7,872		)	—		—
Net cash (used in) provided by financing activities of continuing operations	(1,008		)	57,032			(134,880		)	(7,872		)	—		(86,728		)
Net cash used in financing activities of discontinued operations	—			—			(8		)	—			—		(8		)
Net cash (used in) provided by financing activities	(1,008		)	57,032			(134,888		)	(7,872		)	—		(86,736		)
Effect of exchange rate changes on cash and cash equivalents	—			—			316			137			—		453
Net decrease in cash and cash equivalents	—			(1,638		)	(161		)	(1,023		)	—		(2,822		)
Cash and cash equivalents at beginning of period	—			5,558			235			1,992			—		7,785
Cash and cash equivalents at end of period	$	—		$	3,920		$	74		$	969		$	—	$	4,963

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, net	—			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 June 27, 2015 (in thousands)

	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	211,534		$	201,033		$	792		$	—		$	413,359
Cost of sales	—			183,257			160,434			121			—			343,812
Selling, general and administrative expenses	—			27,969			15,857			182			—			44,008
Amortization of intangible assets	—			152			1,638			117			—			1,907
Restructuring and other charges	—			1,520			457			—			—			1,977
Operating (loss) income	—			(1,364		)	22,647			372			—			21,655
Interest expense, net	—			25,195			52			—			—			25,247
Intercompany interest (income) expense	—			(277		)	277			—			—			—
Loss on early extinguishment of debt, net	—			126			—			—			—			126
Other expense (income), net	—			499			(9		)	(99		)	—			391
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(26,907		)	22,327			471			—			(4,109		)
Income tax (benefit) expense	—			(1,363		)	444			165			—			(754		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(25,544		)	21,883			306			—			(3,355		)
Equity in (loss) income of subsidiaries	(2,405		)	23,139			(63		)	—			(20,671		)	—
(Loss) income from continuing operations	(2,405		)	(2,405		)	21,820			306			(20,671		)	(3,355		)
Income (loss) from discontinued operations, net of taxes	—			—			1,319			(369		)	—			950
Net (loss) income	(2,405		)	(2,405		)	23,139			(63		)	(20,671		)	(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, net	—			—			462			(371		)	—			91
Total other comprehensive income (loss)	1,433			1,433			91			(371		)	(1,153		)	1,433
Comprehensive (loss) income	$	(972	)	$	(972	)	$	23,230		$	(434	)	$	(21,824	)	$	(972	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF 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		$	405,419		$	2,231		$	—		$	843,036
Cost of sales	—			374,120			327,744			731			—			702,595
Selling, general and administrative expenses	—			58,084			32,717			364			—			91,165
Amortization of intangible assets	—			304			3,243			228			—			3,775
Restructuring and other charges	—			4,967			1,079			—			—			6,046
Operating (loss) income	—			(2,089		)	40,636			908			—			39,455
Interest expense, net	—			50,787			119			—			—			50,906
Intercompany interest (income) expense	—			(551		)	551			—			—			—
Loss on early extinguishment of debt, net	—			559			—			—			—			559
Other expense (income), net	—			793			(170		)	(64		)	—			559
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(53,677		)	40,136			972			—			(12,569		)
Income tax (benefit) expense	—			(2,597		)	1,310			252			—			(1,035		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(51,080		)	38,826			720			—			(11,534		)
Equity in (loss) income of subsidiaries	(10,084		)	40,997			541			—			(31,454		)	—
(Loss) income from continuing operations	(10,084		)	(10,083		)	39,367			720			(31,454		)	(11,534		)
(Loss) income from discontinued operations, net of taxes	—			(1		)	1,630			(179		)	—			1,450
Net (loss) income	(10,084		)	(10,084		)	40,997			541			(31,454		)	(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, net	—			—			(1,221		)	(18		)	—			(1,239		)
Total other comprehensive income (loss)	1,445			1,445			(1,239		)	(18		)	(188		)	1,445
Comprehensive (loss) income	$	(8,639	)	$	(8,639	)	$	39,758		$	523		$	(31,642	)	$	(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	)	$	42,449		$	1,848		$	—	$	(8,317	)
Net cash provided by operating activities of discontinued operations	—			—			6,316			372			—		6,688
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		)	(2,820		)	—			—		(12,742		)
Proceeds from sale of property, plant and equipment	—			586			843			—			—		1,429
Net cash used in investing activities of continuing operations	—			(9,336		)	(1,977		)	—			—		(11,313		)
Net cash used in investing activities of discontinued operations	—			—			(961		)	—			—		(961		)
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		)	1,629			—			—		(2,349		)
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 2021	—			265,900			—			—			—		265,900
Repayments under ABL Facility due 2021	—			(227,000		)	—			—			—		(227,000		)
Intercompany advances	(228		)	47,312			(46,862		)	(222		)	—		—
Net cash (used in) provided by financing activities of continuing operations	(444		)	58,304			(45,233		)	(222		)	—		12,405
Net cash used in financing activities of discontinued operations	—			—			(233		)	—			—		(233		)
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
Less cash and cash equivalents of discontinued operations	—			—			(83		)	(2,316		)	—		(2,399		)
Cash and cash equivalents of continuing operations at end of period	$	—		$	6,875		$	570		$	2,353		$	—	$	9,798