UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549









FORM
10-Q/A


AMENDMENT NO. 1




QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




For
the quarterly period ended March 28, 2009




Commission
file number 1-12551









CENVEO,
INC.


(Exact
name of Registrant as specified in its charter.)




COLORADO
            84-1250533(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer Identification No.)ONE
      CANTERBURY GREEN
              201
      BROAD STREETSTAMFORD,
      CT
            06901(Address
      of principal executive offices)
            (Zip
      Code)203-595-3000(Registrant’s
      telephone number, including area
code)











Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x
  No o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes o  No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.   Large
accelerated filer o   Accelerated
filer x
  Non-accelerated filer oSmaller reporting company o




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o  No
x




As of May
4, 2009 the registrant had 54,606,238 shares of common stock
outstanding.












CENVEO,
INC.
 
 FORM
10-Q/A
 
 AMENDMENT
NO. 1
 
 FOR THE
QUARTERLY ENDED MARCH 28, 2009
 
 EXPLANATORY
NOTE
  This Form
10-Q/A is being filed in response to a request in a Securities and Exchange
Commission (“SEC”) staff comment letter that we enhance certain disclosures, as
outlined below, in our Annual Report on Form 10-Q
 
 As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
new certifications by our Principal Executive Officer and Principal Financial
Officer are being filed as exhibits to this Amendment under Item 6 -
Exhibits.
 
 Except
for the changes contained in this Amendment that are noted above, this Amendment
continues to speak as of the date of the Original 10-Q, does not reflect any
subsequent information or events, and does not modify, amend or update in any
way any other item or disclosure in the Original 10-Q. All
references in this Amendment to “this Quarterly Report on Form 10-Q” or words of
similar import refer to the Original 10-Q, as amended by this
Amendment.




PART
I. FINANCIAL INFORMATION







Item
      1.   Financial
Statements




CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


(in
thousands)


(unaudited)




March
      28, 2009
                        
                        
                        January
      3, 2009AssetsCurrent
      assets:Cash
      and cash equivalents
                        
                        $
                        10,207
                        
                        
                        $
                        10,444Accounts
      receivable, net
                        
                        
                        249,998
                        
                        
                        
                        270,145Inventories
                        
                        
                        149,653
                        
                        
                        
                        159,569Prepaid
      and other current assets
                        
                        
                        68,544
                        
                        
                        
                        74,890Total
      current assets
                        
                        
                        478,402
                        
                        
                        
                        515,048Property,
      plant and equipment, net
                        
                        
                        409,831
                        
                        
                        
                        420,457Goodwill
                        
                        
                        311,183
                        
                        
                        
                        311,183Other
      intangible assets, net
                        
                        
                        274,628
                        
                        
                        
                        276,944Other
      assets, net
                        
                        
                        27,401
                        
                        
                        
                        28,482Total
      assets
                        
                        $
                        1,501,445
                        
                        
                        $
                        1,552,114Liabilities
      and Shareholders’ DeficitCurrent
      liabilities:Current
      maturities of long-term debt
                        
                        $
                        16,481
                        
                        
                        $
                        24,314Accounts
      payable
                        
                        
                        181,422
                        
                        
                        
                        174,435Accrued
      compensation and related liabilities
                        
                        
                        32,953
                        
                        
                        
                        37,319Other
      current liabilities
                        
                        
                        83,553
                        
                        
                        
                        88,870Total
      current liabilities
                        
                        
                        314,409
                        
                        
                        
                        324,938Long-term
      debt
                        
                        
                        1,244,741
                        
                        
                        
                        1,282,041Deferred
      income taxes
                        
                        
                        25,955
                        
                        
                        
                        26,772Other
      liabilities
                        
                        
                        137,717
                        
                        
                        
                        139,318Commitments
      and contingenciesShareholders’
      deficit:Preferred
      stock
                        
                        
                        —
                        
                        
                        
                        —Common
      stock
                        
                        
                        545
                        
                        
                        
                        542Paid-in
      capital
                        
                        
                        274,852
                        
                        
                        
                        271,821Retained
      deficit
                        
                        
                        (451,277
                        )
                        
                        
                        (446,966
                        )Accumulated
      other comprehensive loss
                        
                        
                        (45,497
                        )
                        
                        
                        (46,352
                        )Total
      shareholders’ deficit
                        
                        
                        (221,377
                        )
                        
                        
                        (220,955
                        )Total
      liabilities and shareholders’ deficit
                        
                        $
                        1,501,445
                        
                        
                        $
                        1,552,114




See notes
to condensed consolidated financial statements.


1




CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(in
thousands, except per share data)


(unaudited)




Three
      Months EndedMarch
      28, 2009
                
                
                March
      29, 2008Net
      sales
                
                $
                412,100
                
                
                $
                534,328Cost
      of sales
                
                
                348,316
                
                
                
                436,298Selling,
      general and administrative
                
                
                52,515
                
                
                
                63,126Amortization
      of intangible assets
                
                
                2,316
                
                
                
                2,175Restructuring,
      impairment and other charges
                
                
                8,732
                
                
                
                9,749Operating
      income
                
                
                221
                
                
                
                22,980Interest
      expense, net
                
                
                22,545
                
                
                
                26,978Gain
      on early extinguishment of debt
                
                
                (17,642
                )
                
                
                —Other
      expense, net
                
                
                35
                
                
                
                461Loss
      from continuing operations before income taxes
                
                
                (4,717
                )
                
                
                (4,459
                )Income
      tax benefit
                
                
                (530
                )
                
                
                (1,716
                )Loss
      from continuing operations
                
                
                (4,187
                )
                
                
                (2,743
                )Loss
      from discontinued operations, net of taxes
                
                
                (124
                )
                
                
                (656
                )Net
      loss
                
                $
                (4,311
                )
                
                $
                (3,399
                )Loss
      per share – basic and diluted:Continuing
      operations
                
                $
                (0.08
                )
                
                $
                (0.05
                )Discontinued
      operations
                
                
                —
                
                
                
                (0.01
                )Net
      loss
                
                $
                (0.08
                )
                
                $
                (0.06
                )Weighted
      average shares:Basic
      and diluted
                
                
                54,352
                
                
                
                53,715




See notes
to condensed consolidated financial statements.


2


CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(in
thousands)


(unaudited)




Three
      Months EndedMarch
      28, 2009
                              
                              
                              March
      29, 2008Cash
      flows from operating activities:Net
      loss
                              
                              $
                              (4,311
                              )
                              
                              $
                              (3,399
                              )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Loss
      from discontinued operations, net of taxes
                              
                              
                              124
                              
                              
                              
                              656Depreciation
      and amortization, excluding non-cash interest expense
                              
                              
                              17,450
                              
                              
                              
                              18,013Non-cash
      interest expense, net
                              
                              
                              485
                              
                              
                              
                              390Gain
      on early extinguishment of debt
                              
                              
                              (17,642
                              )
                              
                              
                              —Stock-based
      compensation provision
                              
                              
                              3,462
                              
                              
                              
                              2,692Non-cash
      restructuring, impairment and other charges
                              
                              
                              3,334
                              
                              
                              
                              3,456Deferred
      income taxes
                              
                              
                              (1,154
                              )
                              
                              
                              (1,775
                              )Gain
      on sale of assets
                              
                              
                              (47
                              )
                              
                              
                              (294
                              )Other
      non-cash charges, net
                              
                              
                              1,556
                              
                              
                              
                              3,140Changes
      in operating assets and liabilities:Accounts
      receivable
                              
                              
                              19,329
                              
                              
                              
                              35,195Inventories
                              
                              
                              9,040
                              
                              
                              
                              (10,106
                              )Accounts
      payable and accrued compensation and related liabilities
                              
                              
                              4,051
                              
                              
                              
                              (3,442
                              )Other
      working capital changes
                              
                              
                              2,268
                              
                              
                              
                              12,955Other,
      net
                              
                              
                              (1,527
                              )
                              
                              
                              (3,050
                              )Net
      cash provided by operating activities
                              
                              
                              36,418
                              
                              
                              
                              54,431Cash
      flows from investing activities:Capital
      expenditures
                              
                              
                              (9,150
                              )
                              
                              
                              (9,097
                              )Proceeds
      from sale of property, plant and equipment
                              
                              
                              363
                              
                              
                              
                              348Net
      cash used in investing activities
                              
                              
                              (8,787
                              )
                              
                              
                              (8,749
                              )Cash
      flows from financing activities:Repayment
      of term loans
                              
                              
                              (19,328
                              )
                              
                              
                              (1,800
                              )Repayment
      of 83⁄8% senior subordinated notes
                              
                              
                              (18,959
                              )
                              
                              
                              —Repayment
      of 101⁄2% senior notes
                              
                              
                              (3,250
                              )
                              
                              
                              —Repayment
      of 77⁄8% senior subordinated notes
                              
                              
                              (3,125
                              )
                              
                              
                              —Repayments
      of other long-term debt
                              
                              
                              (2,242
                              )
                              
                              
                              (1,806
                              )Purchase
      and retirement of common stock upon vesting  of
    RSUs
                              
                              
                              (431
                              )
                              
                              
                              —Payment
      of fees on early extinguishment of debt
                              
                              
                              (94
                              )
                              
                              
                              —(Repayments)
      borrowings under revolving credit facility, net
                              
                              
                              19,750
                              
                              
                              
                              (45,200
                              )Proceeds
      from exercise of stock options
                              
                              
                              —
                              
                              
                              
                              288Net
      cash used in financing activities
                              
                              
                              (27,679
                              )
                              
                              
                              (48,518
                              )Effect
      of exchange rate changes on cash and cash equivalents
                              
                              
                              (189
                              )
                              
                              
                              9Net
      decrease in cash and cash equivalents
                              
                              
                              (237
                              )
                              
                              
                              (2,827
                              )Cash
      and cash equivalents at beginning of year
                              
                              
                              10,444
                              
                              
                              
                              15,882Cash
      and cash equivalents at end of quarter
                              
                              $
                              10,207
                              
                              
                              $
                              13,055




See notes
to condensed consolidated financial statements.


3




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




1.
Basis of Presentation




The
accompanying unaudited condensed consolidated financial statements (the
“Financial Statements”) of Cenveo, Inc. and subsidiaries (collectively, “Cenveo”
or the “Company”) have been prepared in accordance with Rule 10-01 of Regulation
S-X promulgated by the Securities and Exchange Commission (the “SEC”) and,
therefore, do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations and cash flows in
conformity with accounting principles generally accepted in the United States of
America (“GAAP”). In the opinion of the Company, however, the Financial
Statements contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the Company’s financial position,
results of operations and cash flows as of and for the three month period ended
March 28, 2009. The results of operations for the three month period ended March
28, 2009 are generally not indicative of the results to be expected for the full
year. These Financial Statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company’s
Annual Report on Form 10-K for the fiscal year ended January 3, 2009 (the “Form
10-K”).




It is the
Company’s practice to close its quarters on the Saturday closest to the last day
of the calendar quarter. The reporting periods ending on March 28, 2009 and
March 29, 2008 consist of 12 and 13 weeks, respectively.




New
Accounting Pronouncements




Effective
January 4, 2009, the Company adopted Statement of Financial Accounting Standards
(“SFAS”) No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R establishes
revised principles and requirements for how the Company will recognize and
measure assets and liabilities acquired in a business combination. SFAS 141R is
effective for business combinations completed on or after January 4, 2009 for
the Company.  In accordance with the transition guidance in SFAS 141R,
the Company recorded a charge in the fourth quarter of 2008 to write-off
acquisition-related costs. Acquisition-related costs are included in selling,
general and administrative expenses in its condensed consolidated statement of
operations. SFAS 141R did not have a material impact on the Company’s condensed
consolidated statement of operations for the three months ended March 28,
2009.




Effective
January 4, 2009, the Company adopted SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
had no impact on the Company’s condensed consolidated financial statements at
January 4, 2009.




Effective
January 4, 2009, the Company adopted SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities: an amendment of FASB Statement
No. 133” (“SFAS 161”). SFAS 161 changes the disclosure requirements for
derivative instruments and hedging activities. SFAS 161 had no impact on the
Company’s condensed consolidated financial statements at January 4,
2009.




2.
Stock-Based Compensation




The
Company did not issue any form of stock-based compensation in the first quarter
of 2009. The only changes to the Company’s stock-based compensation awards from
the amounts presented as of January 3, 2009 were the vesting of 445,063
restricted stock units for shares of the Company’s common stock and the
cancellation or forfeiture of 20,000 stock options and 13,098 restricted share
units.




Total
stock-based compensation expense recognized in selling, general and
administrative expenses in the Company’s condensed consolidated statements of
operations was $3.5 million and $2.7 million for the three months ended March
28, 2009 and March 29, 2008, respectively.




4




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




3.
Inventories




Inventories
by major category are as follows (in thousands):




March
      28, 2009
                      
                      
                      January
      3, 2009Raw
      materials
                      
                      $
                      63,166
                      
                      
                      $
                      67,236Work
      in process
                      
                      
                      22,734
                      
                      
                      
                      27,011Finished
      goods
                      
                      
                      63,753
                      
                      
                      
                      65,322$
                      149,653
                      
                      
                      $
                      159,569




4. Property, Plant and
Equipment




Property,
      plant and equipment are as follows (in
  thousands):




March
      28,
                    2009
                  
                  
                  January
      3, 2009Land
      and land improvements
                  
                  $
                  21,412
                  
                  
                  $
                  21,421Buildings
      and building improvements
                  
                  
                  111,142
                  
                  
                  
                  111,208Machinery
      and equipment
                  
                  
                  618,256
                  
                  
                  
                  622,929Furniture
      and fixtures
                  
                  
                  12,772
                  
                  
                  
                  12,589Construction
      in progress
                  
                  
                  16,229
                  
                  
                  
                  14,558779,811
                  
                  
                  
                  782,705Accumulated
      depreciation
                  
                  
                  (369,980
                  )
                  
                  
                  (362,248
                  )$
                  409,831
                  
                  
                  $
                  420,457




5.
Other Intangible Assets




Other
intangible assets are as follows (in thousands):







March
      28, 2009
                
                
                January
      3, 2009Gross
                  Carrying
                  Amount
                
                
                Accumulated
                  Amortization
                
                
                Net
                  Carrying
                  Amount
                
                
                Gross
                  Carrying
                  Amount
                
                
                Accumulated
                  Amortization
                
                
                Net
                  Carrying
                  AmountIntangible
      assets with determinable lives:Customer
      relationships
                
                $
                159,206
                
                
                $
                (31,825
                )
                
                $
                127,381
                
                
                $
                159,206
                
                
                $
                (29,875
                )
                
                $
                129,331Trademarks
      and tradenames
                
                
                21,011
                
                
                
                (4,307
                )
                
                
                16,704
                
                
                
                21,011
                
                
                
                (4,089
                )
                
                
                16,922Patents
                
                
                3,028
                
                
                
                (1,817
                )
                
                
                1,211
                
                
                
                3,028
                
                
                
                (1,755
                )
                
                
                1,273Non-compete
      agreements
                
                
                2,456
                
                
                
                (1,712
                )
                
                
                744
                
                
                
                2,456
                
                
                
                (1,634
                )
                
                
                822Other
                
                
                768
                
                
                
                (400
                )
                
                
                368
                
                
                
                768
                
                
                
                (392
                )
                
                
                376186,469
                
                
                
                (40,061
                )
                
                
                146,408
                
                
                
                186,469
                
                
                
                (37,745
                )
                
                
                148,724Intangible
      assets with indefinite lives:Trademarks
                
                
                127,500
                
                
                
                —
                
                
                
                127,500
                
                
                
                127,500
                
                
                
                —
                
                
                
                127,500Pollution
      credits
                
                
                720
                
                
                
                —
                
                
                
                720
                
                
                
                720
                
                
                
                —
                
                
                
                720Total
                
                $
                314,689
                
                
                $
                (40,061
                )
                
                $
                274,628
                
                
                $
                314,689
                
                
                $
                (37,745
                )
                
                $
                276,944




As of
March 28, 2009, the weighted average remaining amortization period for customer
relationships was 17 years, trademarks and tradenames was 24 years, patents was
five years, non-compete agreements was three years and other was 27
years.




Total
pre-tax amortization expense for each of the five years in the period ending
March 29, 2014 is estimated to be as follows:  $9.5 million, $9.4
million, $9.3 million, $9.1 million and $8.9 million,
respectively.


5




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




6.
Long-Term Debt




Long-term
debt is as follows (in thousands):




March
      28,
                        2009
                      
                      
                      January
      3,
                        2009Term
      loan, due 2013
                      
                      $
                      688,572
                      
                      
                      $
                      707,90077⁄8%
      senior subordinated notes, due 2013
                      
                      
                      298,370
                      
                      
                      
                      303,370101⁄2%
      senior notes, due 2016
                      
                      
                      170,000
                      
                      
                      
                      175,00083⁄8%
      senior subordinated notes, due 2014 ($39.6 million and $72.3 million
      outstanding principal amount as of March 28, 2009 and January 3, 2009,
      respectively)
                      
                      
                      40,268
                      
                      
                      
                      73,581Revolving
      credit facility, due 2012
                      
                      
                      27,750
                      
                      
                      
                      8,000Other
                      
                      
                      36,262
                      
                      
                      
                      38,5041,261,222
                      
                      
                      
                      1,306,355Less
      current maturities
                      
                      
                      (16,481
                      )
                      
                      
                      (24,314
                      )Long-term
      debt
                      
                      $
                      1,244,741
                      
                      
                      $
                      1,282,041


Extinguishments





During
the first quarter of 2009, the Company purchased in the open market and retired
principal amounts of approximately $32.7 million, $5.0 million and $5.0 million
of its 83⁄8% senior subordinated notes due 2014 (the “83⁄8% Notes”), 101⁄2%
senior notes due 2016 (the “101⁄2% Notes”) and 77⁄8% senior subordinated notes due
2013 (the “77⁄8% Notes”), respectively, for approximately $19.0 million, $3.3
million and $3.1 million, respectively, plus accrued and unpaid
interest.  In connection with these repurchases, the Company recorded
gains on early extinguishment of debt of $17.6 million, which included the
write-off of $0.6 million of fair value increase related to the 83⁄8%
Notes, $0.2 million of previously unamortized debt issuance costs and fees
paid of $0.1 million. These open market purchases were made within permitted
restricted payment limits under the Company’s debt agreements.




From
March 29, 2009 through April 8, 2009, the Company purchased in the open market
and retired principal amounts of approximately $7.4 million of its 83⁄8% Notes and
approximately $2.1 million of its 77⁄8% Notes for approximately $4.1 million and
$1.2 million, respectively, plus accrued and unpaid interest.  In
connection with these purchases, the Company will record gains on early
extinguishment of debt of approximately $4.3 million during the second quarter
of 2009. These open market purchases were made within permitted restricted
payment limits under the Company’s debt agreements at the time of
purchase.





Debt
Compliance and Amendment of Amended Credit Facilities




The
Company’s revolving credit facility due 2012 (the “Revolving Credit Facility”),
and its term loans and delayed-draw term loans due 2013 (the “Term Loans” and
collectively with the Revolving Credit Facility the “Amended Credit
Facilities”), contain two financial covenants that must be complied with: a
minimum consolidated interest coverage ratio (“Interest Coverage Covenant”) and
a maximum consolidated leverage ratio (“Leverage Covenant”). The Company was in
compliance with all debt agreement covenants as of March 28, 2009.





On April
24, 2009, the Company amended its Amended Credit Facilities with the consent of
the lenders thereunder, which included, among other things, modifications
to the Leverage Covenant and the Interest Coverage Covenant.  The
Company’s Leverage Covenant, which it must be in pro forma compliance with at
all times, has been increased to 6.25:1.00 through March 31, 2010, and then
proceeds to step down through the end of the term of the Amended Credit
Facilities. The Company’s Interest Coverage Covenant, which it must be in
compliance with on a quarterly basis, has been reduced to 1.85:1.00 through
December 31, 2009, and then proceeds to step up through the end of the term of
the Amended Credit Facilities. Additionally, the calculations of the two
financial covenants discussed above have been modified to permit the adding back
of certain amounts.


6


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




6.
Long-Term Debt (Continued)


As
conditions to the amendment, the Company agreed, among other things, to increase
the pricing on all outstanding Revolving Credit Facility balances and Term Loans
to include interest at the three-month London Interbank Offered Rate (LIBOR)
plus a spread ranging from 400 basis points to 450 basis points, depending on
the quarterly Leverage Covenant then in effect. Previously, the Company’s LIBOR
borrowing spread under the Revolving Credit Facility ranged from 175 basis
points to 200 basis points, based upon the Leverage Covenant, and the LIBOR
borrowing spread on the Term Loans was 200 basis
points.   Further, the amendment: (i) reduces the Revolving
Credit Facility from $200.0 million to $172.5 million; (ii) increases the
unfunded commitment fee paid to revolving credit lenders from 50 basis points to
75 basis points; (iii) eliminates the Company’s ability to request a $300.0
million incremental term loan facility; (iv) limits new senior unsecured debt
and debt assumed from acquisitions to $50 million; (v) eliminates the restricted
payments basket while leverage exceeds certain thresholds; (vi) requires that
certain additional financial information be delivered; (vii) lowers the annual
amount that can be spent on capital expenditures to $30 million; and (viii)
increases certain mandatory prepayments.  An amendment fee of 50 basis
points was paid to all consenting lenders who approved the amendment. Except as
provided in the amendment, all other provisions of the Company’s Amended Credit
Facilities remain in full force and effect, including
the Company’s failure to operate within the revised Leverage Covenant and
Interest Coverage Covenant ratio thresholds, in certain circumstances, or have
effective internal controls would prevent the Company from borrowing additional
amounts and could result in a default under its Amended Credit Facilities. Such
default could cause the indebtedness outstanding under its Amended Credit
Facilities and, by reason of cross-acceleration or cross-default provisions, its
77⁄8% Notes, 83⁄8% Notes, 101⁄2% Notes and any other indebtedness the Company may then
have, to become immediately due and payable.
  In
connection with the above amendment in the second quarter of 2009, the Company
will incur a loss on extinguishment of debt of approximately $5.0 million, of
which approximately $3.9 million relates to fees paid to consenting lenders and
approximately $1.1 million relates to the write-off of previously unamortized
debt issuance costs.  In addition, the Company will capitalize
approximately $3.4 million of third party costs and fees paid to consenting
lenders and amortize them over the remaining life of the Amended Credit
Facilities.


Interest
Rate and Forward Starting Interest Rate Swaps





The
Company enters into interest rate swap agreements to hedge interest rate
exposure of notional amounts of its floating rate debt.  As of March
28, 2009 and January 3, 2009, the Company had $595.0 million of such interest
rate swaps.  The Company’s hedges of interest rate risk were
designated and documented at inception as cash flow hedges and are evaluated for
effectiveness at least quarterly. Effectiveness of the hedges is calculated by
comparing the fair value of the derivatives to hypothetical derivatives that
would be a perfect hedge of floating rate debt. The accounting for gains and
losses associated with changes in the fair value of cash flow hedges and the
effect on the Company’s condensed consolidated financial statements depends on
whether the hedge is highly effective in achieving offsetting changes in fair
value of cash flows of the liability hedged. As of March 28, 2009, the Company
does not anticipate reclassifying any ineffectiveness into its results of
operations for the next twelve months.




In June
2009, $220.0 million of the $595.0 million interest rate swap agreements will
mature. In the fourth quarter of 2008, the Company entered into $75.0 million of
forward starting interest rate swaps to partially replace these maturing swap
agreements.





The
Company’s interest rate swaps are valued using discounted cash flows, as no
quoted market prices exist for the specific instruments. The primary inputs to
the valuation are maturity and interest rate yield curves, specifically
three-month LIBOR, using commercially available market sources. The interest
rate swaps are categorized as Level 2 under SFAS No. 157, Fair value Measurements
(“SFAS 157”). The table below presents the fair value of the Company’s interest
rate swaps (in thousands):





March
      28, 2009
                      
                      
                      January
      3, 2009Current
      Liabilities:Interest
      Rate Swaps
                      
                      $
                      2,394
                      
                      
                      $
                      4,483Long-Term
      Liabilities:Interest
      Rate Swaps
                      
                      
                      21,930
                      
                      
                      
                      23,180Forward
      Starting Swaps
                      
                      
                      1,512
                      
                      
                      
                      943





7




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




7.
Restructuring, Impairment and Other Charges




The
Company has one active and two residual cost savings plans: (i) the 2009 Cost
Savings and Restructuring Plan and (ii) the 2007 Cost Savings and Integration
Plan and the 2005 Cost Savings and Restructuring Plan.




2009
Cost Savings and Restructuring Plan




In the
first quarter of 2009, the Company developed and implemented a cost savings and
restructuring plan to reduce its operating costs and realign its manufacturing
platform in order to compete effectively during the current economic downturn.
Accordingly, in the first quarter of 2009, the Company implemented cost savings
initiatives throughout its operations and closed three envelope plants in Deer
Park, New York, Boone, Iowa and Carlstadt, New Jersey, as well as one commercial
printing plant in Easton, Maryland and consolidated their operations into other
existing operations.  As a result of these actions in the first
quarter of 2009, the Company reduced headcount by approximately 400. The
following tables present the details of the expenses recognized as a result of
this plan.




2009
Activity




Restructuring
and impairment charges for the three months ended March 28, 2009 were as follows
(in thousands):




Envelopes,
                    Forms
      and
                    Labels
                  
                  
                  Commercial
                    Printing
                  
                  
                  TotalEmployee
      separation costs
                  
                  $
                  1,999
                  
                  
                  $
                  3,194
                  
                  
                  $
                  5,193Asset
      impairments
                  
                  
                  2,571
                  
                  
                  
                  147
                  
                  
                  
                  2,718Equipment
      moving expenses
                  
                  
                  133
                  
                  
                  
                  18
                  
                  
                  
                  151Lease
      termination expenses
                  
                  
                  —
                  
                  
                  
                  184
                  
                  
                  
                  184Building
      clean-up and other expenses
                  
                  
                  7
                  
                  
                  
                  187
                  
                  
                  
                  194Total
      restructuring and impairment charges
                  
                  $
                  4,710
                  
                  
                  $
                  3,730
                  
                  
                  $
                  8,440




A summary
of the activity charged to the restructuring liabilities for the 2009 Cost
Savings and Restructuring Plan is as follows (in thousands):





Lease
                        Termination
                        Costs
                      
                      
                      Employee
                        Separation
                        Costs
                      
                      
                      Other
                        Exit
      Costs
                      
                      
                      TotalBalance
      at January 3, 2009
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —Accruals,
      net
                      
                      
                      184
                      
                      
                      
                      5,193
                      
                      
                      
                      345
                      
                      
                      
                      5,722Payments
                      
                      
                      —
                      
                      
                      
                      (875
                      )
                      
                      
                      (244
                      )
                      
                      
                      (1,119
                      )Balance
      at March 28, 2009
                      
                      $
                      184
                      
                      
                      $
                      4,318
                      
                      
                      $
                      101
                      
                      
                      $
                      4,603




2007
Cost Savings and Integration Plan




The
following tables present the details of the expenses recognized as a result of
this plan.




2009
Activity




Restructuring
and impairment charges for the three months ended March 28, 2009 were as follows
(in thousands):




Envelopes,
                      Forms
      and
                      Labels
                    
                    
                    Commercial
                      Printing
                    
                    
                    Corporate
                    
                    
                    TotalEmployee
      separation costs
                    
                    $
                    61
                    
                    
                    $
                    82
                    
                    
                    $
                    29
                    
                    
                    $
                    172Asset
      impairments, net of gain on sale
                    
                    
                    —
                    
                    
                    
                    17
                    
                    
                    
                    —
                    
                    
                    
                    17Equipment
      moving expenses
                    
                    
                    —
                    
                    
                    
                    8
                    
                    
                    
                    —
                    
                    
                    
                    8Lease
      termination expenses
                    
                    
                    13
                    
                    
                    
                    54
                    
                    
                    
                    3
                    
                    
                    
                    70Building
      clean-up and other expenses
                    
                    
                    8
                    
                    
                    
                    192
                    
                    
                    
                    18
                    
                    
                    
                    218Total
      restructuring and impairment charges
                    
                    $
                    82
                    
                    
                    $
                    353
                    
                    
                    $
                    50
                    
                    
                    $
                    485







8




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




7.
Restructuring, Impairment and Other Charges (Continued)




2008
Activity




Restructuring
and impairment charges for the three months ended March 29, 2008 were as follows
(in thousands):




Envelopes,
                          Forms
      and
                          Labels
                        
                        
                        Commercial
                          Printing
                        
                        
                        TotalEmployee
      separation costs
                        
                        $
                        813
                        
                        
                        $
                        730
                        
                        
                        $
                        1,543Asset
      impairments
                        
                        
                        152
                        
                        
                        
                        —
                        
                        
                        
                        152Equipment
      moving expenses
                        
                        
                        48
                        
                        
                        
                        67
                        
                        
                        
                        115Lease
      termination expenses
                        
                        
                        294
                        
                        
                        
                        —
                        
                        
                        
                        294Building
      clean-up and other expenses
                        
                        
                        155
                        
                        
                        
                        228
                        
                        
                        
                        383Total
      restructuring and impairment charges
                        
                        $
                        1,462
                        
                        
                        $
                        1,025
                        
                        
                        $
                        2,487




A summary
of the activity charged to the restructuring liabilities for the 2007 Cost
Savings and Integration Plan is as follows (in thousands):





Lease
                      Termination
                      Costs
                    
                    
                    Employee
                      Separation
                      Costs
                    
                    
                    Pension
                      Withdrawal
                      Liabilities
                    
                    
                    TotalBalance
      at January 3, 2009
                    
                    $
                    3,589
                    
                    
                    $
                    1,975
                    
                    
                    $
                    1,800
                    
                    
                    $
                    7,364Accruals,
      net
                    
                    
                    70
                    
                    
                    
                    172
                    
                    
                    
                    —
                    
                    
                    
                    242Payments
                    
                    
                    (434
                    )
                    
                    
                    (1,218
                    )
                    
                    
                    —
                    
                    
                    
                    (1,652
                    )Balance
      at March 28, 2009
                    
                    $
                    3,225
                    
                    
                    $
                    929
                    
                    
                    $
                    1,800
                    
                    
                    $
                    5,954




2005
Cost Savings and Restructuring Plan




The
following tables present the details of the expenses recognized as a result of
this plan.




2009
Activity




Restructuring
and impairment charges (income) for the three months ended March 28, 2009 were
as follows (in thousands):




Envelopes,
                    Forms
      and
                    Labels
                  
                  
                  Commercial
                    Printing
                  
                  
                  Corporate
                  
                  
                  TotalEmployee
      separation costs
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —Asset
      impairments
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Equipment
      moving expenses
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Lease
      termination expenses
                  
                  
                  (41
                  )
                  
                  
                  20
                  
                  
                  
                  67
                  
                  
                  
                  46Building
      clean-up and other expenses
                  
                  
                  5
                  
                  
                  
                  (244
                  )
                  
                  
                  —
                  
                  
                  
                  (239
                  )Total
      restructuring and impairment charges (income)
                  
                  $
                  (36
                  )
                  
                  $
                  (224
                  )
                  
                  $
                  67
                  
                  
                  $
                  (193
                  )






9


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)





7.
Restructuring, Impairment and Other Charges (Continued)




2008
Activity




Restructuring
and impairment charges for the three months ended March 29, 2008 were as follows
(in thousands):




Envelopes,
                    Forms
      and
                    Labels
                  
                  
                  Commercial
                    Printing
                  
                  
                  Corporate
                  
                  
                  TotalEmployee
      separation costs
                  
                  $
                  13
                  
                  
                  $
                  122
                  
                  
                  $
                  68
                  
                  
                  $
                  203Asset
      impairments, net of gain on sale
                  
                  
                  —
                  
                  
                  
                  (476
                  )
                  
                  
                  —
                  
                  
                  
                  (476
                  )Equipment
      moving expenses
                  
                  
                  —
                  
                  
                  
                  322
                  
                  
                  
                  —
                  
                  
                  
                  322Lease
      termination expenses
                  
                  
                  32
                  
                  
                  
                  —
                  
                  
                  
                  34
                  
                  
                  
                  66Building
      clean-up and other expenses
                  
                  
                  148
                  
                  
                  
                  361
                  
                  
                  
                  —
                  
                  
                  
                  509Total
      restructuring and impairment charges
                  
                  $
                  193
                  
                  
                  $
                  329
                  
                  
                  $
                  102
                  
                  
                  $
                  624





A summary
of the activity charged to the restructuring liabilities for the 2005 Cost
Savings and Restructuring Plan is as follows (in thousands):




Lease
                        Termination
                        Costs
                      
                      
                      Employee
                        Separation
                        Costs
                      
                      
                      Pension
                        Withdrawal
                        Liabilities
                      
                      
                      TotalBalance
      at January 3, 2009
                      
                      $
                      3,877
                      
                      
                      $
                      —
                      
                      
                      $
                      208
                      
                      
                      $
                      4,085Accruals,
      net
                      
                      
                      46
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      46Payments
                      
                      
                      (948
                      )
                      
                      
                      —
                      
                      
                      
                      (29
                      )
                      
                      
                      (977
                      )Balance
      at March 28, 2009
                      
                      $
                      2,975
                      
                      
                      $
                      —
                      
                      
                      $
                      179
                      
                      
                      $
                      3,154




Other
Charges




In
connection with the internal review conducted by outside counsel under the
direction of the Company’s audit committee in the first quarter of 2008, the
Company incurred a non-recurring charge in 2008 of approximately $6.7 million
for professional fees.




Liabilities
Related to Exit Activities from Acquisitions




The
Company recorded liabilities in the purchase price allocation in connection with
its plans to exit certain activities of prior year acquisitions. A summary of
the activity recorded for these liabilities is as follows (in
thousands):




Lease
                                                        Termination
                                                        CostsBalance
      at January 3, 2009
                                                      
                                                      $
                                                      2,264Accruals,
      net
                                                      
                                                      
                                                      —Payments
                                                      
                                                      
                                                      (134
                                                      )Balance
      at March 28, 2009
                                                      
                                                      $
                                                      2,130




10


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




8.
Pension Plans




The
components of the net periodic pension expense for the Company’s pension plans
and other postretirement benefit plans are as follows (in
thousands):







Pension
      and
                      Postretirement
      PlansThree
      Months EndedMarch
      28,
                      2009
                    
                    
                    March
      29,
                      2008Service
      cost
                    
                    $
                    99
                    
                    
                    $
                    119Interest
      cost
                    
                    
                    2,493
                    
                    
                    
                    2,581Expected
      return on plan assets
                    
                    
                    (1,926
                    )
                    
                    
                    (2,685
                    )Net
      amortization and deferral
                    
                    
                    —
                    
                    
                    
                    2Recognized
      net actuarial loss
                    
                    
                    588
                    
                    
                    
                    56Net
      periodic pension expense
                    
                    $
                    1,254
                    
                    
                    $
                    73




Interest
cost on projected benefit obligation includes $0.2 million and $0.3 million
related to the Company’s postretirement plans in the three months ended March
28, 2009 and March 29, 2008, respectively.




For the
three months ended March 28, 2009, the Company made contributions of $1.2
million to its pension plans and postretirement plans. The Company expects to
contribute approximately $6.1 million to its pension plans and postretirement
plans for the remainder of 2009.





9.
Commitments and Contingencies





The
Company is party to various legal actions that are ordinary and incidental to
its business. While the outcome of pending legal actions cannot be predicted
with certainty, management believes the outcome of these various proceedings
will not have a material adverse effect on the Company’s consolidated financial
condition or results of operations.




10.
Comprehensive Loss




A summary
of comprehensive loss is as follows (in thousands):





Three
      Months EndedMarch
      28,
                        2009
                      
                      
                      March
      29,
                        2008Net
      loss
                      
                      $
                      (4,311
                      )
                      
                      $
                      (3,399
                      )Other
      comprehensive income (loss):Unrealized
      gain (loss) on cash flow hedges
                      
                      
                      1,555
                      
                      
                      
                      (9,359
                      )Currency
      translation adjustment
                      
                      
                      (700
                      )
                      
                      
                      (1,250
                      )Comprehensive
      loss
                      
                      $
                      (3,456
                      )
                      
                      $
                      (14,008
                      )




11.
Loss per Share




Basic
loss per share is computed based upon the weighted average number of common
shares outstanding for the period. Diluted loss per share reflects the potential
dilution that could occur if options, restricted stock and restricted share
units (“RSUs”) to issue common stock were exercised under the treasury stock
method. The only Company securities as of March 28, 2009 that could dilute basic
loss per share for periods subsequent to March 28, 2009 that were not included
in the computation of diluted earnings per share are (i) outstanding stock
options which are exercisable into 2,901,975 shares of the Company’s common
stock and (ii) 2,122,628 shares of restricted stock and RSUs.













11


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




11.
Loss per Share (Continued)




The
following table sets forth the computation of basic and diluted loss per share
for the periods ended (in thousands, except per share data):




Three
      Months EndedMarch
      28, 2009
                          
                          
                          March
      29, 2008Numerator
      for basic and diluted loss per share:Loss
      from continuing operations
                          
                          $
                          4,187
                          
                          
                          $
                          2,743Loss
      from discontinued operations, net of taxes
                          
                          
                          124
                          
                          
                          
                          656Net
      loss
                          
                          $
                          4,311
                          
                          
                          $
                          3,399Denominator
      weighted average common shares outstanding:Basic
      and diluted shares
                          
                          
                          54,352
                          
                          
                          
                          53,715Loss
      per share – basic and diluted:Continuing
      operations
                          
                          $
                          0.08
                          
                          
                          $
                          0.05Discontinued
      operations
                          
                          
                          —
                          
                          
                          
                          0.01Net
      loss
                          
                          $
                          0.08
                          
                          
                          $
                          0.06




12.
Segment Information




The
Company operates in two segments: the envelopes, forms and labels segment and
the commercial printing segment. The envelopes, forms and labels segment
specializes in the design, manufacturing and printing of: (i) custom and direct
mail envelopes developed for the advertising, billing and remittance needs of a
variety of customers, including financial services companies; (ii) custom labels
and specialty forms sold through an extensive network of resale distributors for
industries including food and beverage, manufacturing and pharmacy chains; and
(iii) stock envelopes, labels and business forms generally sold to independent
distributors, office-products suppliers and office-products retail
chains.  The commercial printing segment provides print, design and
content management offerings, including: (i) high-end printed materials, which
includes a wide range of premium products for major national and regional
customers; (ii) general commercial printing products for regional and local
customers; (iii) scientific, technical and medical journals and special interest
and trade magazines for non-profit organizations, educational institutions and
specialty publishers; and (iv) specialty packaging and high quality promotional
materials for multinational consumer products companies.




Operating
income of each segment includes substantially all costs and expenses directly
related to the segment’s operations. Corporate expenses include corporate
general and administrative expenses (Note 2).




Corporate
identifiable assets primarily consist of cash and cash equivalents, deferred
financing fees, deferred tax assets and other assets.







12


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




12.
Segment Information (Continued)




The
following tables present certain segment information (in
thousands):




Three
      Months EndedMarch
      28, 2009
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              March
      29, 2008Net
      sales:Envelopes,
      forms and labels
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              182,431
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              238,137Commercial
      printing
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              229,669
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              296,191Total
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              412,100
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              534,328Operating
      income (loss):Envelopes,
      forms and labels
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              8,406
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              25,626Commercial
      printing
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              1,430
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              11,278Corporate
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (9,615
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (13,924
                                                                                                                                                              )Total
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              221
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              22,980Restructuring,
      impairment and other charges:Envelopes,
      forms and labels
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              4,756
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              1,655Commercial
      printing
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              3,859
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              1,354Corporate
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              117
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              6,740Total
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              8,732
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              9,749150Net
      sales by product line:Envelopes
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              126,675
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              165,668Commercial
      printing
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              155,775
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              201,405Journals
      and periodicals
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              73,333
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              93,845Labels
      and business forms
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              56,317
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              73,410Total
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              412,100
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              534,328Intercompany
      sales:Envelopes,
      forms and labels to commercial printing
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              1,367
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              1,234Commercial
      printing to envelopes, forms and labels
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              540
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              1,514Total
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              1,907
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              2,748March
      28,
                                                                                                                                                                2009
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              January
      3, 2009Identifiable
      assets:Envelopes,
      forms and labels
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              601,180
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              624,760Commercial
      printing
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              837,310
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              863,224Corporate
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              62,955
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              64,130Total
                                                                                                                                                              
                                                                                                                                                              $
                                                                                                                                                              1,501,445
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              1,552,114


13




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




13.
Condensed Consolidating Financial Information




Cenveo is
a holding company (“Parent Company”), which is the ultimate parent of all Cenveo
subsidiaries. In January 2004, the Parent Company’s wholly owned subsidiary,
Cenveo Corporation (the “Subsidiary Issuer”), issued 77⁄8% Notes and, in
connection with the acquisition of Cadmus Communications Corporation (“Cadmus”),
assumed Cadmus’ 83⁄8% 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 subsidiaries (the “Guarantor
Subsidiaries”).





Presented
below is condensed consolidating financial information for the Parent Company,
the Subsidiary Issuer, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries
for the three months ended March 28, 2009 and March 29, 2008.  The
condensed consolidating financial information has been presented to show the
nature of assets held, results of operations and cash flows of the Parent
Company, the Subsidiary Issuer, the Guarantor Subsidiaries and 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 Non-Guarantor Subsidiaries using the equity method of
accounting. The Company’s primary transactions with its subsidiaries other than
the investment account and related equity in net loss of unconsolidated
subsidiaries are the intercompany payables and receivables between its
subsidiaries.




14




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




13.
Condensed Consolidating Financial Information (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING BALANCE SHEET


March
28, 2009


(in
thousands)




Parent
                
                
                Subsidiary
                
                
                Guarantor
                
                
                Non-GuarantorCompany
                
                
                Issuer
                
                
                Subsidiaries
                
                
                Subsidiaries
                
                
                Eliminations
                
                
                ConsolidatedAssetsCurrent
      assets:Cash
      and cash equivalents
                
                $
                —
                
                
                $
                5,040
                
                
                $
                634
                
                
                $
                4,533
                
                
                $
                —
                
                
                $
                10,207Accounts
      receivable, net
                
                
                —
                
                
                
                124,066
                
                
                
                119,627
                
                
                
                6,305
                
                
                
                —
                
                
                
                249,998Inventories
                
                
                —
                
                
                
                81,209
                
                
                
                67,018
                
                
                
                1,426
                
                
                
                —
                
                
                
                149,653Notes
      receivable from subsidiaries
                
                
                —
                
                
                
                39,213
                
                
                
                —
                
                
                
                —
                
                
                
                (39,213
                )
                
                
                —Prepaid
      and other current assets
                
                
                —
                
                
                
                54,658
                
                
                
                11,671
                
                
                
                2,215
                
                
                
                —
                
                
                
                68,544Total
      current assets
                
                
                —
                
                
                
                304,186
                
                
                
                198,950
                
                
                
                14,479
                
                
                
                (39,213
                )
                
                
                478,402Investment
      in subsidiaries
                
                
                (221,377
                )
                
                
                1,385,122
                
                
                
                8,739
                
                
                
                —
                
                
                
                (1,172,484
                )
                
                
                —Property,
      plant and equipment, net
                
                
                —
                
                
                
                162,143
                
                
                
                247,294
                
                
                
                394
                
                
                
                —
                
                
                
                409,831Goodwill
                
                
                —
                
                
                
                29,245
                
                
                
                281,938
                
                
                
                —
                
                
                
                —
                
                
                
                311,183Other
      intangible assets, net
                
                
                —
                
                
                
                8,988
                
                
                
                265,640
                
                
                
                —
                
                
                
                —
                
                
                
                274,628Other
      assets, net
                
                
                —
                
                
                
                21,172
                
                
                
                5,903
                
                
                
                326
                
                
                
                —
                
                
                
                27,401Total
      assets
                
                $
                (221,377
                )
                
                $
                1,910,856
                
                
                $
                1,008,464
                
                
                $
                15,199
                
                
                $
                (1,211,697
                )
                
                $
                1,501,445Liabilities
      and Shareholders’ Equity (Deficit)Current
      liabilities:Current
      maturities of long-term debt
                
                $
                —
                
                
                $
                8,466
                
                
                $
                8,015
                
                
                $
                —
                
                
                $
                —
                
                
                $
                16,481Accounts
      payable
                
                
                —
                
                
                
                107,481
                
                
                
                72,142
                
                
                
                1,799
                
                
                
                —
                
                
                
                181,422Accrued
      compensation and related liabilities
                
                
                —
                
                
                
                20,596
                
                
                
                12,357
                
                
                
                —
                
                
                
                —
                
                
                
                32,953Other
      current liabilities
                
                
                —
                
                
                
                66,963
                
                
                
                15,574
                
                
                
                1,016
                
                
                
                —
                
                
                
                83,553Intercompany
      payable (receivable)
                
                
                —
                
                
                
                691,345
                
                
                
                (695,793
                )
                
                
                4,448
                
                
                
                —
                
                
                
                —Notes
      payable to issuer
                
                
                —
                
                
                
                —
                
                
                
                39,213
                
                
                
                —
                
                
                
                (39,213
                )
                
                
                —Total
      current liabilities
                
                
                —
                
                
                
                894,851
                
                
                
                (548,492
                )
                
                
                7,263
                
                
                
                (39,213
                )
                
                
                314,409Long-term
      debt
                
                
                —
                
                
                
                1,223,619
                
                
                
                21,122
                
                
                
                —
                
                
                
                —
                
                
                
                1,244,741Deferred
      income tax liability (asset)
                
                
                —
                
                
                
                (59,585
                )
                
                
                86,343
                
                
                
                (803
                )
                
                
                —
                
                
                
                25,955Other
      liabilities
                
                
                —
                
                
                
                73,348
                
                
                
                64,369
                
                
                
                —
                
                
                
                —
                
                
                
                137,717Shareholders’
      equity (deficit)
                
                
                (221,377
                )
                
                
                (221,377
                )
                
                
                1,385,122
                
                
                
                8,739
                
                
                
                (1,172,484
                )
                
                
                (221,377
                )Total
      liabilities and shareholders’ equity (deficit)
                
                $
                (221,377
                )
                
                $
                1,910,856
                
                
                $
                1,008,464
                
                
                $
                15,199
                
                
                $
                (1,211,697
                )
                
                $
                1,501,445










15




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




13.
Condensed Consolidating Financial Information (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS


For
the three months ended March 28, 2009


(in
thousands)




Parent
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Subsidiary
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Guarantor
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Non-
                                                                                                                                                                              GuarantorCompany
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Issuer
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Subsidiaries
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Subsidiaries
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Eliminations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            ConsolidatedNet
      sales
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            194,866
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            212,442
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            4,792
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            412,100Cost
      of sales
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            166,643
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            178,831
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,842
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            348,316Selling,
      general and administrative
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            31,384
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            21,028
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            103
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            52,515Amortization
      of intangible assets
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            101
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,215
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,316Restructuring,
      impairment and other charges
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            4,229
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            4,503
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            8,732Operating
      income (loss)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (7,491
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5,865
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            1,847
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            221Interest
      expense (income), net
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            22,235
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            336
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (26
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            22,545Intercompany
      interest expense (income)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (284
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            284
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —Gain
      on early extinguishment of debt
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (17,642
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (17,642
                                                                                                                                                                            )Other
      (income) expense, net
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            248
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            54
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (267
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            35Income
      (loss) from continuing operations before income taxes and equity in income
      of unconsolidated subsidiaries
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (12,048
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5,191
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,140
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (4,717
                                                                                                                                                                            )Income
      tax expense (benefit)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (2,362
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            1,778
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            54
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (530
                                                                                                                                                                            )Income
      (loss) from continuing operations before equity in income of
      unconsolidated subsidiaries
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (9,686
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            3,413
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,086
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (4,187
                                                                                                                                                                            )Equity
      in income of unconsolidated subsidiaries
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (4,311
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5,499
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,086
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (3,274
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —Income
      (loss) from continuing operations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (4,311
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (4,187
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5,499
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,086
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (3,274
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (4,187
                                                                                                                                                                            )Loss
      from discontinued operations, net of taxes
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (124
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            —
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (124
                                                                                                                                                                            )Net
      income (loss)
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (4,311
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (4,311
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            5,499
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            2,086
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (3,274
                                                                                                                                                                            )
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (4,311
                                                                                                                                                                            )







16




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




13.
Condensed Consolidating Financial Information (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS


For
the three months ended March 28, 2009


(in thousands)




Parent
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                Subsidiary
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                Guarantor
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                Non-
                                                                                                                                                                                                                  GuarantorCompany
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                Issuer
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                Subsidiaries
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                Subsidiaries
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                Eliminations
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                ConsolidatedCash
      flows from operating activities:Net
      cash provided by (used in) operating activities
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                3,462
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                (5,730
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                38,636
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                50
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                36,418Cash
      flows from investing activities:Capital
      expenditures
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (4,258
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (4,892
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (9,150
                                                                                                                                                                                                                )Intercompany
      note
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (18
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                18
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —Proceeds
      from sale of property, plant and equipment
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                1
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                362
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                363Net
      cash (used in) provided by investing activities
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (4,275
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (4,530
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                18
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (8,787
                                                                                                                                                                                                                )Cash
      flows from financing activities:Repayment
      of term loans
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (19,328
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (19,328
                                                                                                                                                                                                                )Repayment
      of 83⁄8% senior subordinated notes
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (18,959
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (18,959
                                                                                                                                                                                                                )Repayment
      of 101⁄2% senior notes
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (3,250
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (3,250
                                                                                                                                                                                                                )Repayment
      of 77⁄8% senior subordinated notes
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (3,125
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (3,125
                                                                                                                                                                                                                )Repayments
      of other long-term debt
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (155
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (2,087
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (2,242
                                                                                                                                                                                                                )Purchase
      and retirement of common stock upon vesting  of
    RSUs
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (431
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (431
                                                                                                                                                                                                                )Payment
      of fees on early extinguishment of debt
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (94
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (94
                                                                                                                                                                                                                )(Repayments)
      borrowings under revolving credit facility, net
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                19,750
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                19,750Intercompany
      note
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                18
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (18
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —Intercompany
      advances
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (3,031
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                35,491
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (32,456
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (4
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —Net
      cash (used in) provided by financing activities
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (3,462
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                10,330
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (34,525
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (4
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (18
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (27,679
                                                                                                                                                                                                                )Effect
      of exchange rate changes on cash and cash equivalents
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (189
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (189
                                                                                                                                                                                                                )Net
      (decrease) increase  in cash and cash
equivalents
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                325
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (419
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (143
                                                                                                                                                                                                                )
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (237
                                                                                                                                                                                                                )Cash
      and cash equivalents at beginning of year
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                4,715
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                1,053
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                4,676
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                10,444Cash
      and cash equivalents at end of quarter
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                5,040
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                634
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                4,533
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                —
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                10,207





17




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




13.
Condensed Consolidating Financial Information (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING BALANCE SHEET


January
3, 2009


(in
thousands)




Parent
                  
                  
                  Subsidiary
                  
                  
                  Guarantor
                  
                  
                  Non-GuarantorCompany
                  
                  
                  Issuer
                  
                  
                  Subsidiaries
                  
                  
                  Subsidiaries
                  
                  
                  Eliminations
                  
                  
                  ConsolidatedAssetsCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  —
                  
                  
                  $
                  4,715
                  
                  
                  $
                  1,053
                  
                  
                  $
                  4,676
                  
                  
                  $
                  —
                  
                  
                  $
                  10,444Accounts
      receivable, net
                  
                  
                  —
                  
                  
                  
                  127,634
                  
                  
                  
                  137,746
                  
                  
                  
                  4,765
                  
                  
                  
                  —
                  
                  
                  
                  270,145Inventories
                  
                  
                  —
                  
                  
                  
                  86,219
                  
                  
                  
                  72,149
                  
                  
                  
                  1,201
                  
                  
                  
                  —
                  
                  
                  
                  159,569Notes
      receivable from subsidiaries
                  
                  
                  —
                  
                  
                  
                  39,195
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (39,195
                  )
                  
                  
                  —Prepaid
      and other current assets
                  
                  
                  —
                  
                  
                  
                  62,961
                  
                  
                  
                  9,879
                  
                  
                  
                  2,050
                  
                  
                  
                  —
                  
                  
                  
                  74,890Total
      current assets
                  
                  
                  —
                  
                  
                  
                  320,724
                  
                  
                  
                  220,827
                  
                  
                  
                  12,692
                  
                  
                  
                  (39,195
                  )
                  
                  
                  515,048Investment
      in subsidiaries
                  
                  
                  (220,955
                  )
                  
                  
                  1,380,326
                  
                  
                  
                  7,063
                  
                  
                  
                  —
                  
                  
                  
                  (1,166,434
                  )
                  
                  
                  —Property,
      plant and equipment, net
                  
                  
                  —
                  
                  
                  
                  165,140
                  
                  
                  
                  254,841
                  
                  
                  
                  476
                  
                  
                  
                  —
                  
                  
                  
                  420,457Goodwill
                  
                  
                  —
                  
                  
                  
                  29,245
                  
                  
                  
                  281,938
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  311,183Other
      intangible assets, net
                  
                  
                  —
                  
                  
                  
                  9,089
                  
                  
                  
                  267,855
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  276,944Other
      assets, net
                  
                  
                  —
                  
                  
                  
                  21,936
                  
                  
                  
                  6,205
                  
                  
                  
                  341
                  
                  
                  
                  —
                  
                  
                  
                  28,482Total
      assets
                  
                  $
                  (220,955
                  )
                  
                  $
                  1,926,460
                  
                  
                  $
                  1,038,729
                  
                  
                  $
                  13,509
                  
                  
                  $
                  (1,205,629
                  )
                  
                  $
                  1,552,114Liabilities
      and Shareholders’ (Deficit) EquityCurrent
      liabilities:Current
      maturities of long-term debt
                  
                  $
                  —
                  
                  
                  $
                  15,956
                  
                  
                  $
                  8,358
                  
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  24,314Accounts
      payable
                  
                  
                  —
                  
                  
                  
                  99,150
                  
                  
                  
                  73,402
                  
                  
                  
                  1,883
                  
                  
                  
                  —
                  
                  
                  
                  174,435Accrued
      compensation and related liabilities
                  
                  
                  —
                  
                  
                  
                  21,311
                  
                  
                  
                  16,008
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  37,319Other
      current liabilities
                  
                  
                  —
                  
                  
                  
                  74,653
                  
                  
                  
                  13,302
                  
                  
                  
                  915
                  
                  
                  
                  —
                  
                  
                  
                  88,870Intercompany
      payable (receivable)
                  
                  
                  —
                  
                  
                  
                  658,885
                  
                  
                  
                  (663,337
                  )
                  
                  
                  4,452
                  
                  
                  
                  —
                  
                  
                  
                  —Notes
      payable to issuer
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  39,195
                  
                  
                  
                  —
                  
                  
                  
                  (39,195
                  )
                  
                  
                  —Total
      current liabilities
                  
                  
                  —
                  
                  
                  
                  869,955
                  
                  
                  
                  (513,072
                  )
                  
                  
                  7,250
                  
                  
                  
                  (39,195
                  )
                  
                  
                  324,938Long-term
      debt
                  
                  
                  —
                  
                  
                  
                  1,259,175
                  
                  
                  
                  22,866
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  1,282,041Deferred
      income tax liability (asset)
                  
                  
                  —
                  
                  
                  
                  (56,500
                  )
                  
                  
                  84,076
                  
                  
                  
                  (804
                  )
                  
                  
                  —
                  
                  
                  
                  26,772Other
      liabilities
                  
                  
                  —
                  
                  
                  
                  74,785
                  
                  
                  
                  64,533
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  139,318Shareholders’
      (deficit) equity
                  
                  
                  (220,955
                  )
                  
                  
                  (220,955
                  )
                  
                  
                  1,380,326
                  
                  
                  
                  7,063
                  
                  
                  
                  (1,166,434
                  )
                  
                  
                  (220,955
                  )Total
      liabilities and shareholders’ (deficit) equity
                  
                  $
                  (220,955
                  )
                  
                  $
                  1,926,460
                  
                  
                  $
                  1,038,729
                  
                  
                  $
                  13,509
                  
                  
                  $
                  (1,205,629
                  )
                  
                  $
                  1,552,114








18


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




13.
Condensed Consolidating Financial Information (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS


For
the three months ended March 29, 2008


(in
thousands)





Parent
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  Subsidiary
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  Guarantor
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  Non-
                                                                                                                                                                    GuarantorCompany
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  Issuer
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  Subsidiaries
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  Subsidiaries
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  Eliminations
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  ConsolidatedNet
      sales
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  260,292
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  269,624
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  4,412
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  534,328Cost
      of sales
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  218,786
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  214,254
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  3,258
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  436,298Selling,
      general and administrative
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  36,468
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  26,507
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  151
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  63,126Amortization
      of intangible assets
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  111
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  2,064
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  2,175Restructuring,
      impairment and other charges
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  9,708
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  41
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  9,749Operating
      income (loss)
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (4,781
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  26,758
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,003
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  22,980Interest
      expense, net
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  26,560
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  437
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (19
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  26,978Intercompany
      interest expense (income)
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (944
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  944
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —Other
      expense, net
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  186
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  275
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  461Income
      (loss) from continuing operations before income taxes and equity in income
      of unconsolidated subsidiaries
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (30,583
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  25,102
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,022
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (4,459
                                                                                                                                                                  )Income
      tax expense (benefit)
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (3,823
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  2,107
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (1,716
                                                                                                                                                                  )Income
      (loss) from continuing operations before equity in income of
      unconsolidated subsidiaries
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (26,760
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  22,995
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,022
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (2,743
                                                                                                                                                                  )Equity
      in income of unconsolidated subsidiaries
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (3,399
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  24,017
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,022
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (21,640
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —Income
      (loss) from continuing operations
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (3,399
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (2,743
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  24,017
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,022
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (21,640
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (2,743
                                                                                                                                                                  )Loss
      from discontinued operations, net of taxes
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (656
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  —
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (656
                                                                                                                                                                  )Net
      income (loss)
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  (3,399
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  (3,399
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  24,017
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  1,022
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  (21,640
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  (3,399
                                                                                                                                                                  )







19




CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




13.
Condensed Consolidating Financial Information (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS


For
the three months ended March 29, 2008


(in
thousands)




Parent
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    Subsidiary
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    Guarantor
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    Non-
                                                                                                                                                                                                                      GuarantorCompany
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    Issuer
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    Subsidiaries
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    Subsidiaries
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    Eliminations
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    ConsolidatedCash
      flows from operating activities:Net
      cash provided by operating activities
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    2,692
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    13,903
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    37,668
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    168
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    54,431Cash
      flows from investing activities:Intercompany
      note
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    683
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (683
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —Capital
      expenditures
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (1,712
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (7,385
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (9,097
                                                                                                                                                                                                                    )Proceeds
      from sale of property, plant and equipment
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    195
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    153
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    348Net
      cash used in investing activities
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (834
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (7,232
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (683
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (8,749
                                                                                                                                                                                                                    )Cash
      flows from financing activities:Repayments
      under revolving credit facility, net
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (45,200
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (45,200
                                                                                                                                                                                                                    )Proceeds
      from exercise of stock options
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    288
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    288Repayments
      of term loans
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (1,800
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (1,800
                                                                                                                                                                                                                    )Repayments
      of other long-term debt
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (97
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (1,709
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (1,806
                                                                                                                                                                                                                    )Intercompany
      note
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (683
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    683
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —Intercompany
      advances
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (2,980
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    29,630
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (26,841
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    191
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —Net
      cash (used in) provided by financing activities
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (2,692
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (17,467
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (29,233
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    191
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    683
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (48,518
                                                                                                                                                                                                                    )Effect
      of exchange rate changes on cash and cash equivalents
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    9
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    9Net
      (decrease) increase in cash and cash equivalents
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (4,398
                                                                                                                                                                                                                    )
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    1,212
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    359
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    (2,827
                                                                                                                                                                                                                    )Cash
      and cash equivalents at beginning of year
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    13,091
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    882
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    1,909
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    15,882Cash
      and cash equivalents at end of quarter
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    8,693
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    2,094
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    2,268
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    —
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    
                                                                                                                                                                                                                    $
                                                                                                                                                                                                                    13,055












20




PART
II. OTHER INFORMATION








Item
      6.
                                                      ExhibitsExhibit
                                                        Number
                                                      
                                                      
                                                      Description








31.1*
                            Certification
      by Robert G. Burton, Sr., Chief Executive Officer, pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.31.2*
                            Certification
      by Kenneth P. Viret, Chief Financial Officer, pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.32.1*
                            Certification
      of the Chief Executive Officer and of the Chief Financial Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit
      to this report on Form
10-Q.




________________________




*Filed
herewith.















21




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on July 30, 2009.







CENVEO,
      INC.By:
            /s/
      Robert
      G. Burton, Sr.Robert
      G. Burton, Sr.Chairman
      and Chief Executive Officer(Principal
      Executive Officer)By:
            /s/
      Kenneth
      P. ViretKenneth
      P. ViretChief
      Financial Officer(Principal
      Financial Officer andPrincipal
      Accounting Officer)