Condensed Consolidating Financial Information

9 Months Ended

Oct. 01, 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% 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 October 1, 2016, and January 2, 2016, and for the three and nine months ended October 1, 2016, and September 26, 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 October 1, 2016 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4,564		$	211	$	119	$	—		$	4,894
Accounts receivable, net	—			114,029			108,639		—		—			222,668
Inventories, net	—			70,582			41,215		—		—			111,797
Intercompany receivable	—			—			1,739,710		604		(1,740,314		)	—
Notes receivable from subsidiaries	—			36,938			3,245		—		(40,183		)	—
Prepaid and other current assets	—			35,175			2,672		2,365		(894		)	39,318
Total current assets	—			261,288			1,895,692		3,088		(1,781,391		)	378,677
Investment in subsidiaries	(582,241		)	2,088,004			5,347		7,829		(1,518,939		)	—
Property, plant and equipment, net	—			110,066			97,670		974		—			208,710
Goodwill	—			25,540			144,810		4,954		—			175,304
Other intangible assets, net	—			9,926			116,030		228		—			126,184
Other assets, net	—			19,576			3,197		589		—			23,362
Total assets	$	(582,241	)	$	2,514,400		$	2,262,746	$	17,662	$	(3,300,330	)	$	912,237
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	56,061		$	1,071	$	—	$	—		$	57,132
Accounts payable	—			107,482			64,559		231		—			172,272
Accrued compensation and related liabilities	—			18,948			3,736		343		—			23,027
Other current liabilities	—			49,292			11,621		667		—			61,580
Liabilities of discontinued operations - current	—			—			280		—		—			280
Intercompany payable	—			1,740,314			—		—		(1,740,314		)	—
Notes payable to issuer	—			—			36,938		3,245		(40,183		)	—
Total current liabilities	—			1,972,097			118,205		4,486		(1,780,497		)	314,291
Long-term debt	—			984,684			2,271		—		—			986,955
Other liabilities	—			139,860			54,266		—		(894		)	193,232
Shareholders’ (deficit) equity	(582,241		)	(582,241		)	2,088,004		13,176		(1,518,939		)	(582,241		)
Total liabilities and shareholders’ (deficit) equity	$	(582,241	)	$	2,514,400		$	2,262,746	$	17,662	$	(3,300,330	)	$	912,237

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the three months ended October 1, 2016 (in thousands)
	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—	$	211,525		$	193,945		$	485	$	—		$	405,955
Cost of sales	—		184,466			151,267			—		—			335,733
Selling, general and administrative expenses	—		27,855			17,526			179		—			45,560
Amortization of intangible assets	—		148			1,116			111		—			1,375
Restructuring and other charges	—		2,581			(167		)	—		—			2,414
Operating (loss) income	—		(3,525		)	24,203			195		—			20,873
Interest expense, net	—		20,272			46			—		—			20,318
Intercompany interest (income) expense	—		(249		)	249			—		—			—
Gain on early extinguishment of debt, net	—		(7,442		)	—			—		—			(7,442		)
Other (income) expense, net	—		(1,877		)	100			42		—			(1,735		)
(Loss) income from continuing operations before income taxes and equity in income (loss) of subsidiaries	—		(14,229		)	23,808			153		—			9,732
Income tax expense	—		774			160			53		—			987
(Loss) income from continuing operations before equity in income (loss) of subsidiaries	—		(15,003		)	23,648			100		—			8,745
Equity in income (loss) of subsidiaries	9,431		24,927			163			—		(34,521		)	—
Income (loss) from continuing operations	9,431		9,924			23,811			100		(34,521		)	8,745
(Loss) income from discontinued operations, net of taxes	—		(493		)	1,116			63		—			686
Net income (loss)	9,431		9,431			24,927			163		(34,521		)	9,431
Other comprehensive income(loss):
Other comprehensive income (loss) of subsidiaries	3,064		363			213			—		(3,640		)	—
Changes in pension and other employee benefit accounts, net of taxes	—		2,701			(194		)	—		—			2,507
Currency translation adjustment, net	—		—			344			213		—			557
Total other comprehensive income (loss)	3,064		3,064			363			213		(3,640		)	3,064
Comprehensive income (loss)	$	12,495	$	12,495		$	25,290		$	376	$	(38,161	)	$	12,495

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the nine months ended October 1, 2016 (in thousands)
	Parent Company		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—	$	654,350		$	587,116		$	1,291		$	—		$	1,242,757
Cost of sales	—		575,709			457,413			—			—			1,033,122
Selling, general and administrative expenses	—		85,229			51,747			557			—			137,533
Amortization of intangible assets	—		452			3,576			333			—			4,361
Restructuring and other charges	—		6,358			1,926			—			—			8,284
Operating (loss) income	—		(13,398		)	72,454			401			—			59,457
Interest expense, net	—		65,779			146			—			—			65,925
Intercompany interest (income) expense	—		(740		)	740			—			—			—
Gain on early extinguishment of debt, net	—		(80,328		)	—			—			—			(80,328		)
Other income, net	—		(877		)	(1,848		)	(100		)	—			(2,825		)
Income from continuing operations before income taxes and equity in income (loss) of subsidiaries	—		2,768			73,416			501			—			76,685
Income tax expense	—		2,827			402			831			—			4,060
(Loss) income from continuing operations before equity in income (loss) of subsidiaries	—		(59		)	73,014			(330		)	—			72,625
Equity in income (loss) of subsidiaries	68,190		70,889			715			—			(139,794		)	—
Income (loss) from continuing operations	68,190		70,830			73,729			(330		)	(139,794		)	72,625
(Loss) income from discontinued operations, net of taxes	—		(2,640		)	(2,840		)	1,045			—			(4,435		)
Net income (loss)	68,190		68,190			70,889			715			(139,794		)	68,190
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	9,609		2,401			140			—			(12,150		)	—
Changes in pension and other employee benefit accounts, net of taxes	—		7,208			259			—			—			7,467
Currency translation adjustment, net	—		—			2,002			140			—			2,142
Total other comprehensive income (loss)	9,609		9,609			2,401			140			(12,150		)	9,609
Comprehensive income (loss)	$	77,799	$	77,799		$	73,290		$	855		$	(151,944	)	$	77,799

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended October 1, 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	$	1,230		$	(81,724	)	$	92,403		$	1,496		$	—	$	13,405
Net cash used in operating activities of discontinued operations	—			—			(7,301		)	(438		)	—		(7,739		)
Net cash provided by (used in) operating activities	1,230			(81,724		)	85,102			1,058			—		5,666
Cash flows from investing activities:
Capital expenditures	—			(14,317		)	(16,255		)	(601		)	—		(31,173		)
Proceeds from sale of property, plant and equipment	—			8,131			141			—			—		8,272
Proceeds from sale of assets	—			—			2,000			—			—		2,000
Net cash used in investing activities of continuing operations	—			(6,186		)	(14,114		)	(601		)	—		(20,901		)
Net cash provided by investing activities of discontinued operations	—			—			87,877			6,487			—		94,364
Net cash (used in) provided by investing activities	—			(6,186		)	73,763			5,886			—		73,463
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	—			(9,967		)	—			—			—		(9,967		)
Repayments of other long-term debt	—			(4,136		)	21			—			—		(4,115		)
Repayment of 11.5% senior notes due 2017	—			(4,725		)	—			—			—		(4,725		)
Repayment of 7% senior exchangeable notes	—			(40,207		)	—			—			—		(40,207		)
Purchase and retirement of common stock upon vesting of RSUs	(341		)	—			—			—			—		(341		)
Borrowings under ABL Facility due 2021	—			368,600			—			—			—		368,600
Repayments under ABL Facility due 2021	—			(441,700		)	—			—			—		(441,700		)
Intercompany advances	(889		)	169,051			(159,218		)	(8,944		)	—		—
Net cash (used in) provided by financing activities of continuing operations	(1,230		)	86,916			(159,197		)	(8,944		)	—		(82,455		)
Net cash used in financing activities of discontinued operations	—			—			(8		)	—			—		(8		)
Net cash (used in) provided by financing activities	(1,230		)	86,916			(159,205		)	(8,944		)	—		(82,463		)
Effect of exchange rate changes on cash and cash equivalents	—			—			316			127			—		443
Net decrease in cash and cash equivalents	—			(994		)	(24		)	(1,873		)	—		(2,891		)
Cash and cash equivalents at beginning of period	—			5,558			235			1,992			—		7,785
Cash and cash equivalents at end of period	$	—		$	4,564		$	211		$	119		$	—	$	4,894

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET January 2, 2016 (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	—			43,349			1,807		1,575		—			46,731
Assets of discontinued operations - current	—			—			41,821		6,745		—			48,566
Total current assets	—			293,193			1,795,909		10,312		(1,620,675		)	478,739
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	)	$	2,475,799		$	2,229,861	$	25,781	$	(2,979,576	)	$	1,082,026
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	—			71,365			16,737		712		—			88,814
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	—			1,801,167			154,584		13,460		(1,620,675		)	348,536
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	)	$	2,475,799		$	2,229,861	$	25,781	$	(2,979,576	)	$	1,082,026

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the three months ended September 26, 2015 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	218,392		$	200,548		$	843		$	—		$	419,783
Cost of sales	—			187,614			159,795			—			—			347,409
Selling, general and administrative expenses	—			29,511			15,707			176			—			45,394
Amortization of intangible assets	—			239			1,622			120			—			1,981
Restructuring and other charges	—			4,875			608			—			—			5,483
Operating (loss) income	—			(3,847		)	22,816			547			—			19,516
Interest expense, net	—			25,046			49			—			—			25,095
Intercompany interest (income) expense	—			(214		)	214			—			—			—
Other (income) expense, net	—			(1,228		)	64			(168		)	—			(1,332		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(27,451		)	22,489			715			—			(4,247		)
Income tax (benefit) expense	—			(1,597		)	666			246			—			(685		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(25,854		)	21,823			469			—			(3,562		)
Equity in (loss) income of subsidiaries	(3,243		)	22,810			441			—			(20,008		)	—
(Loss) income from continuing operations	(3,243		)	(3,044		)	22,264			469			(20,008		)	(3,562		)
(Loss) income from discontinued operations, net of taxes	—			(199		)	546			(28		)	—			319
Net (loss) income	(3,243		)	(3,243		)	22,810			441			(20,008		)	(3,243		)
Other comprehensive (loss) income:
Other comprehensive (loss) income of subsidiaries	(460		)	(1,641		)	(872		)	—			2,973			—
Changes in pension and other employee benefit accounts, net of taxes	—			1,181			252			—			—			1,433
Currency translation adjustment, net	—			—			(1,021		)	(872		)	—			(1,893		)
Total other comprehensive (loss) income	(460		)	(460		)	(1,641		)	(872		)	2,973			(460		)
Comprehensive (loss) income	$	(3,703	)	$	(3,703	)	$	21,169		$	(431	)	$	(17,035	)	$	(3,703	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the nine months ended September 26, 2015 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	653,778		$	605,967		$	3,074		$	—		$	1,262,819
Cost of sales	—			561,734			487,539			731			—			1,050,004
Selling, general and administrative expenses	—			87,595			48,424			540			—			136,559
Amortization of intangible assets	—			543			4,865			348			—			5,756
Restructuring and other charges	—			9,842			1,687			—			—			11,529
Operating (loss) income	—			(5,936		)	63,452			1,455			—			58,971
Interest expense, net	—			75,833			168			—			—			76,001
Intercompany interest (income) expense	—			(765		)	765			—			—			—
Loss on early extinguishment of debt, net	—			559			—			—			—			559
Other expense (income), net	—			(435		)	(106		)	(232		)	—			(773		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(81,128		)	62,625			1,687			—			(16,816		)
Income tax (benefit) expense	—			(4,194		)	1,976			498			—			(1,720		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(76,934		)	60,649			1,189			—			(15,096		)
Equity in (loss) income of subsidiaries	(13,327		)	63,807			982			—			(51,462		)	—
(Loss) income from continuing operations	(13,327		)	(13,127		)	61,631			1,189			(51,462		)	(15,096		)
(Loss) income from discontinued operations, net of taxes	—			(200		)	2,176			(207		)	—			1,769
Net (loss) income	(13,327		)	(13,327		)	63,807			982			(51,462		)	(13,327		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	985			(2,880		)	(890		)	—			2,785			—
Changes in pension and other employee benefit accounts, net of taxes	—			3,865			252			—			—			4,117
Currency translation adjustment, net	—			—			(2,242		)	(890		)	—			(3,132		)
Total other comprehensive income (loss)	985			985			(2,880		)	(890		)	2,785			985
Comprehensive (loss) income	$	(12,342	)	$	(12,342	)	$	60,927		$	92		$	(48,677	)	$	(12,342	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 26, 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	$	1,481		$	86,182		$	(85,589	)	$	(574	)	$	—	$	1,500
Net cash provided by operating activities of discontinued operations	—			—			13,039			306			—		13,345
Net cash provided by (used in) operating activities	1,481			86,182			(72,550		)	(268		)	—		14,845
Cash flows from investing activities:
Capital expenditures	—			(14,315		)	(4,693		)	(237		)	—		(19,245		)
Cost of business acquisitions, net of cash acquired	—			(1,996		)	—			—			—		(1,996		)
Proceeds from sale of property, plant and equipment	—			586			885			—			—		1,471
Proceeds from sale of assets	—			—			2,180			—			—		2,180
Net cash used in investing activities of continuing operations	—			(15,725		)	(1,628		)	(237		)	—		(17,590		)
Net cash used in investing activities of discontinued operations	—			—			(1,864		)	—			—		(1,864		)
Net cash used in investing activities	—			(15,725		)	(3,492		)	(237		)	—		(19,454		)
Cash flows from financing activities:
Payment of financing-related costs and expenses and debt issuance discounts	—			(1,309		)	—			—			—		(1,309		)
Repayments of other long-term debt	—			(4,763		)	1,418			—			—		(3,345		)
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	—			358,900			—			—			—		358,900
Repayments under ABL Facility due 2021	—			(328,500		)	—			—			—		(328,500		)
Intercompany advances	(1,265		)	(76,014		)	75,440			1,839			—		—
Net cash (used in) provided by financing activities of continuing operations	(1,481		)	(74,406		)	76,858			1,839			—		2,810
Net cash used in financing activities of discontinued operations	—			—			(352		)	—			—		(352		)
Net cash (used in) provided by financing activities	(1,481		)	(74,406		)	76,506			1,839			—		2,458
Effect of exchange rate changes on cash and cash equivalents	—			—			(866		)	330			—		(536		)
Net (decrease) increase in cash and cash equivalents	—			(3,949		)	(402		)	1,664			—		(2,687		)
Cash and cash equivalents at beginning of period	—			10,965			844			2,784			—		14,593
Cash and cash equivalents at end of period	—			7,016			442			4,448			—		11,906
Less cash and cash equivalents of discontinued operations	—			—			(82		)	(2,250		)	—		(2,332		)
Cash and cash equivalents of continuing operations at end of period	$	—		$	7,016		$	360		$	2,198		$	—	$	9,574