Condensed Consolidating Financial Information (Tables)

6 Months Ended

Jul. 01, 2017

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Consolidating Balance Sheet

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET July 1, 2017 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	6,539		$	173	$	386	$	—		$	7,098
Accounts receivable, net	—			101,826			89,888		—		—			191,714
Inventories, net	—			65,706			44,903		—		—			110,609
Intercompany receivable	—			—			1,820,714		156		(1,820,870		)	—
Notes receivable from subsidiaries	—			36,938			3,245		—		(40,183		)	—
Prepaid and other current assets	—			35,795			2,262		1,377		—			39,434
Total current assets	—			246,804			1,961,185		1,919		(1,861,053		)	348,855
Investment in subsidiaries	(595,624		)	2,158,193			5,494		7,829		(1,575,892		)	—
Property, plant and equipment, net	—			101,864			95,751		1,312		—			198,927
Goodwill	—			39,801			130,549		5,110		—			175,460
Other intangible assets, net	—			9,287			112,879		—		—			122,166
Other assets, net	—			21,083			2,269		1,717		(1,075		)	23,994
Total assets	$	(595,624	)	$	2,577,032		$	2,308,127	$	17,887	$	(3,438,020	)	$	869,402
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	5,028		$	1,916	$	—	$	—		$	6,944
Accounts payable	—			92,277			49,706		345		—			142,328
Accrued compensation and related liabilities	—			15,947			4,567		380		—			20,894
Other current liabilities	—			57,843			10,852		594		—			69,289
Intercompany payable	—			1,820,870			—		—		(1,820,870		)	—
Notes payable to issuer	—			—			36,938		3,245		(40,183		)	—
Total current liabilities	—			1,991,965			103,979		4,564		(1,861,053		)	239,455
Long-term debt	—			1,029,937			2,392		—		—			1,032,329
Other liabilities	—			150,754			43,563		—		(1,075		)	193,242
Shareholders’ (deficit) equity	(595,624		)	(595,624		)	2,158,193		13,323		(1,575,892		)	(595,624		)
Total liabilities and shareholders’ (deficit) equity	$	(595,624	)	$	2,577,032		$	2,308,127	$	17,887	$	(3,438,020	)	$	869,402

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	4,678		$	—	$	854	$	—		$	5,532
Accounts receivable, net	—			131,770			102,417		—		—			234,187
Inventories, net	—			62,179			39,771		—		—			101,950
Intercompany receivable	—			—			1,783,858		—		(1,783,858		)	—
Notes receivable from subsidiaries	—			36,938			3,245		—		(40,183		)	—
Prepaid and other current assets	—			35,659			4,789		1,128		—			41,576
Total current assets	—			271,224			1,934,080		1,982		(1,824,041		)	383,245
Investment in subsidiaries	(589,157		)	2,112,403			4,173		7,829		(1,535,248		)	—
Property, plant and equipment, net	—			108,395			98,255		1,029		—			207,679
Goodwill	—			49,170			121,181		4,858		—			175,209
Other intangible assets, net	—			9,770			114,914		147		—			124,831
Other assets, net	—			18,317			3,100		1,694		(1,116		)	21,995
Total assets	$	(589,157	)	$	2,569,279		$	2,275,703	$	17,539	$	(3,360,405	)	$	912,959
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	30,709		$	1,018	$	—	$	—		$	31,727
Accounts payable	—			114,533			61,098		265		—			175,896
Accrued compensation and related liabilities	—			19,245			4,699		740		—			24,684
Other current liabilities	—			70,118			11,962		819		—			82,899
Intercompany payable	—			1,783,390			—		468		(1,783,858		)	—
Notes payable to issuer	—			—			36,938		3,245		(40,183		)	—
Total current liabilities	—			2,017,995			115,715		5,537		(1,824,041		)	315,206
Long-term debt	—			984,833			2,106		—		—			986,939
Other liabilities	—			155,608			45,479		—		(1,116		)	199,971
Shareholders’ (deficit) equity	(589,157		)	(589,157		)	2,112,403		12,002		(1,535,248		)	(589,157		)
Total liabilities and shareholders’ (deficit) equity	$	(589,157	)	$	2,569,279		$	2,275,703	$	17,539	$	(3,360,405	)	$	912,959

Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME For the three months ended July 1, 2017 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	184,420		$	169,882		$	680	$	—		$	354,982
Cost of sales	—			165,513			132,171			—		—			297,684
Selling, general and administrative expenses	—			24,437			15,530			205		—			40,172
Amortization of intangible assets	—			148			1,102			102		—			1,352
Restructuring and other charges	—			3,089			1,327			—		—			4,416
Operating (loss) income	—			(8,767		)	19,752			373		—			11,358
Interest expense, net	—			19,409			116			—		—			19,525
Intercompany interest (income) expense	—			(295		)	295			—		—			—
Loss on early extinguishment of debt, net	—			63			—			—		—			63
Other expense (income), net	—			212			(331		)	23		—			(96		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(28,156		)	19,672			350		—			(8,134		)
Income tax (benefit) expense	—			(6,440		)	157			—		—			(6,283		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(21,716		)	19,515			350		—			(1,851		)
Equity in (loss) income of subsidiaries	(1,851		)	19,865			350			—		(18,364		)	—
Net (loss) income	(1,851		)	(1,851		)	19,865			350		(18,364		)	(1,851		)
Other comprehensive income(loss):
Other comprehensive income (loss) of subsidiaries	1,650			145			93			—		(1,888		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			1,505			90			—		—			1,595
Currency translation adjustment, net	—			—			(38		)	93		—			55
Total other comprehensive income (loss)	1,650			1,650			145			93		(1,888		)	1,650
Comprehensive (loss) income	$	(201	)	$	(201	)	$	20,010		$	443	$	(20,252	)	$	(201	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the six months ended July 1, 2017 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	390,022		$	345,540		$	1,333	$	—		$	736,895
Cost of sales	—			347,312			268,151			—		—			615,463
Selling, general and administrative expenses	—			53,493			30,792			428		—			84,713
Amortization of intangible assets	—			297			2,221			213		—			2,731
Restructuring and other charges	—			11,077			1,519			—		—			12,596
Operating (loss) income	—			(22,157		)	42,857			692		—			21,392
Interest expense, net	—			38,493			179			—		—			38,672
Intercompany interest (income) expense	—			(577		)	577			—		—			—
Loss on early extinguishment of debt, net	—			108			—			—		—			108
Other expense (income), net	—			23			(439		)	93		—			(323		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(60,204		)	42,540			599		—			(17,065		)
Income tax (benefit) expense	—			(6,921		)	309			90		—			(6,522		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(53,283		)	42,231			509		—			(10,543		)
Equity in (loss) income of subsidiaries	(10,543		)	42,740			509			—		(32,706		)	—
Net (loss) income	(10,543		)	(10,543		)	42,740			509		(32,706		)	(10,543		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	3,697			688			814			—		(5,199		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			3,009			180			—		—			3,189
Currency translation adjustment, net	—			—			(306		)	814		—			508
Total other comprehensive income (loss)	3,697			3,697			688			814		(5,199		)	3,697
Comprehensive (loss) income	$	(6,846	)	$	(6,846	)	$	43,428		$	1,323	$	(37,905	)	$	(6,846	)

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	$	—	$	217,739		$	191,693		$	621		$	—		$	410,053
Cost of sales	—		193,924			147,566			—			—			341,490
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	$	—	$	456,655		$	393,171		$	806		$	—		$	850,632
Cost of sales	—		405,073			306,146			—			—			711,219
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 (loss) income 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

Schedule of Condensed Consolidating Statement of Cash Flows

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended July 1, 2017  (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	$	435		$	(38,254	)	$	37,842		$	688		$	—	$	711
Cash flows from investing activities:
Capital expenditures	—			(9,258		)	(4,688		)	(532		)	—		(14,478		)
Proceeds from sale of property, plant and equipment	—			1,265			—			—			—		1,265
Net cash used in investing activities	—			(7,993		)	(4,688		)	(532		)	—		(13,213		)
Cash flows from financing activities:
Payment of financing-related costs and expenses and debt issuance discounts	—			(298		)	—			—			—		(298		)
Proceeds from issuance of other long-term debt	—			7,900			—			—			—		7,900
Repayments of other long-term debt	—			(4,162		)	1,184			—			—		(2,978		)
Repayment of 11.5% senior notes due 2017	—			(20,465		)	—			—			—		(20,465		)
Repayment of 7% senior exchangeable notes due 2017	—			(5,493		)	—			—			—		(5,493		)
Purchase and retirement of common stock upon vesting of RSUs	(55		)	—			—			—			—		(55		)
Borrowings under ABL Facility due 2021	—			221,253			—			—			—		221,253
Repayments under ABL Facility due 2021	—			(185,945		)	—			—			—		(185,945		)
Intercompany advances	(380		)	37,860			(36,856		)	(624		)	—		—
Net cash (used in) provided by financing activities	(435		)	50,650			(35,672		)	(624		)	—		13,919
Effect of exchange rate changes on cash and cash equivalents	—			—			149			—			—		149
Net increase (decrease) in cash and cash equivalents	—			4,403			(2,369		)	(468		)	—		1,566
Cash and cash equivalents at beginning of period	—			4,678			—			854			—		5,532
Cash and cash equivalents at end of period	$	—		$	9,081		$	(2,369	)	$	386		$	—	$	7,098

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		$	(56,001	)	$	61,624		$	1,100		$	—	$	7,731
Net cash used in operating activities of discontinued operations	—			—			(9,858		)	(438		)	—		(10,296		)
Net cash provided by (used in) operating activities	1,008			(56,001		)	51,766			662			—		(2,565		)
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	—			(10,763		)	—			—			—		(10,763		)
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 due 2017	—			(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		)	54,949			(134,880		)	(7,872		)	—		(88,811		)
Net cash used in financing activities of discontinued operations	—			—			(8		)	—			—		(8		)
Net cash (used in) provided by financing activities	(1,008		)	54,949			(134,888		)	(7,872		)	—		(88,819		)
Effect of exchange rate changes on cash and cash equivalents	—			—			316			137			—		453
Net decrease in cash and cash equivalents	—			(1,638		)	(2,932		)	(1,023		)	—		(5,593		)
Cash and cash equivalents at beginning of period	—			5,558			3,006			1,992			—		10,556
Cash and cash equivalents at end of period	$	—		$	3,920		$	74		$	969		$	—	$	4,963