UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549









FORM
10-Q




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


SECURITIES
EXCHANGE ACT OF 1934




For
the quarterly period ended October 3, 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
November 9, 2009 the registrant had 62,024,433 shares of common stock
outstanding.


1
 CENVEO
INC. AND SUBSIDIARIES





INDEX
TO QUARTERLY REPORT ON FORM 10-Q


For
the quarterly period ended October 3, 2009





Page No.PART
      I — FINANCIAL INFORMATIONItem
      1:
            Financial
      Statements (unaudited)Condensed Consolidated Balance Sheets as of October 3,
      2009 and January 3, 2009
            3Condensed Consolidated Statements of Operations
      for the three and nine months ended October 3, 2009 and September 27,
      2008
            4Condensed Consolidated Statements of Cash Flows for the
      nine months ended October 3, 2009 and September 27,
    2008
            5Notes to Condensed Consolidated Financial Statements
            6Item 2:
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            32Item 3:
            Quantitative and Qualitative Disclosure About Market
      Risk
            42Item 4:
            Controls and Procedures
            42PART
      II — OTHER INFORMATIONItem 1:
            Legal Proceedings
            43Item 1A:
            Risk Factors
            43Item 6:
            Exhibits
            44Signatures
            48










2


PART
I. FINANCIAL INFORMATION




Item
1.   Financial Statements




CENVEO,
INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS


(in
thousands)


(unaudited)




October
      3,
              2009
            
            
            January
      3,
              2009AssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            12,119
            
            
            $
            10,444Accounts
      receivable, net
            
            
            281,316
            
            
            
            270,145Inventories
            
            
            149,585
            
            
            
            159,569Prepaid
      and other current assets
            
            
            81,675
            
            
            
            74,890Total
      current assets
            
            
            524,695
            
            
            
            515,048Property,
      plant and equipment, net
            
            
            414,082
            
            
            
            420,457Goodwill
            
            
            334,710
            
            
            
            311,183Other
      intangible assets, net
            
            
            298,572
            
            
            
            276,944Other
      assets, net
            
            
            29,126
            
            
            
            28,482Total
      assets
            
            $
            1,601,185
            
            
            $
            1,552,114Liabilities
      and Shareholders’ DeficitCurrent
      liabilities:Current
      maturities of long-term debt
            
            $
            21,445
            
            
            $
            24,314Accounts
      payable
            
            
            174,890
            
            
            
            174,435Accrued
      compensation and related liabilities
            
            
            32,515
            
            
            
            37,319Other
      current liabilities
            
            
            92,429
            
            
            
            88,870Total
      current liabilities
            
            
            321,279
            
            
            
            324,938Long-term
      debt
            
            
            1,260,202
            
            
            
            1,282,041Deferred
      income taxes
            
            
            36,428
            
            
            
            26,772Other
      liabilities
            
            
            162,249
            
            
            
            139,318Commitments
      and contingencies
              Shareholders’
      deficit:Preferred
      stock
            
            
            —
            
            
            
            —Common
      stock
            
            
            619
            
            
            
            542Paid-in
      capital
            
            
            327,175
            
            
            
            271,821Retained
      deficit
            
            
            (468,456
            )
            
            
            (446,966
            )Accumulated
      other comprehensive loss
            
            
            (38,311
            )
            
            
            (46,352
            )Total
      shareholders’ deficit
            
            
            (178,973
            )
            
            
            (220,955
            )Total
      liabilities and shareholders’ deficit
            
            $
            1,601,185
            
            
            $
            1,552,114




See notes
to condensed consolidated financial statements.




3


CENVEO,
INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS


(in
thousands, except per share data)


(unaudited)




Three
      Months Ended
            
            
            Nine
      Months EndedOctober
      3,
              2009
            
            
            September
      27, 2008
            
            
            October
      3,
              2009
            
            
            September
      27, 2008Net
      sales
            
            $
            448,039
            
            
            $
            522,705
            
            
            $
            1,257,783
            
            
            $
            1,581,534Cost
      of sales
            
            
            359,343
            
            
            
            406,908
            
            
            
            1,028,024
            
            
            
            1,260,612Selling,
      general and administrative expenses
            
            
            52,570
            
            
            
            58,455
            
            
            
            153,455
            
            
            
            184,821Amortization
      of intangible assets
            
            
            2,587
            
            
            
            2,293
            
            
            
            7,258
            
            
            
            6,747Restructuring,
      impairment and other charges
            
            
            8,537
            
            
            
            6,873
            
            
            
            49,300
            
            
            
            22,047Operating
      income
            
            
            25,002
            
            
            
            48,176
            
            
            
            19,746
            
            
            
            107,307Interest
      expense, net
            
            
            29,037
            
            
            
            26,795
            
            
            
            79,389
            
            
            
            79,948(Gain)
      loss on early extinguishment of debt
            
            
            —
            
            
            
            (371
            )
            
            
            (16,917
            )
            
            
            3,871Other
      (income) expense, net
            
            
            266
            
            
            
            (695
            )
            
            
            (2,320
            )
            
            
            429Income
      (loss) from continuing operations before income taxes
            
            
            (4,301
            )
            
            
            22,447
            
            
            
            (40,406
            )
            
            
            23,059Income
      tax (benefit) expense
            
            
            4,131
            
            
            
            10,060
            
            
            
            (9,946
            )
            
            
            10,349Income
      (loss) from continuing operations
            
            
            (8,432
            )
            
            
            12,387
            
            
            
            (30,460
            )
            
            
            12,710Income
      (loss) from discontinued operations, net of taxes
            
            
            9,505
            
            
            
            (59
            )
            
            
            8,970
            
            
            
            (1,114
            )Net
      income (loss)
            
            $
            1,073
            
            
            $
            12,328
            
            
            $
            (21,490
            )
            
            $
            11,596Income
      (loss) per share - basic:Continuing
      operations
            
            $
            (0.15
            )
            
            $
            0.23
            
            
            $
            (0.55
            )
            
            $
            0.24Discontinued
      operations
            
            
            0.17
            
            
            
            —
            
            
            
            0.16
            
            
            
            (0.02
            )Net
      income (loss)
            
            $
            0.02
            
            
            $
            0.23
            
            
            $
            (0.39
            )
            
            $
            0.22Income
      (loss) per share - diluted:Continuing
      operations
            
            $
            (0.15
            )
            
            $
            0.23
            
            
            $
            (0.55
            )
            
            $
            0.23Discontinued
      operations
            
            
            0.17
            
            
            
            —
            
            
            
            0.16
            
            
            
            (0.02
            )Net
      income (loss)
            
            $
            0.02
            
            
            $
            0.23
            
            
            $
            (0.39
            )
            
            $
            0.21Weighted
      average shares:Basic
            
            
            55,911
            
            
            
            53,897
            
            
            
            54,978
            
            
            
            53,796Diluted
            
            
            55,911
            
            
            
            54,174
            
            
            
            54,978
            
            
            
            53,994









See notes
to condensed consolidated financial statements.





4


CENVEO,
INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(in
thousands)


(unaudited)


Nine
      Months EndedOctober
      3,
              2009
            
            
            September
      27, 2008Cash
      flows from operating activities:Net
      income (loss)
            
            $
            (21,490
            )
            
            $
            11,596Adjustments
      to reconcile net income (loss) to net cash provided by operating
      activities:Income
      (loss) from discontinued operations, net of taxes
            
            
            (8,970
            )
            
            
            1,114Depreciation
      and amortization, excluding non-cash interest expense
            
            
            49,873
            
            
            
            55,515Non-cash
      interest expense, net
            
            
            1,700
            
            
            
            1,305(Gain)
      loss on early extinguishment of debt
            
            
            (16,917
            )
            
            
            3,871Stock-based
      compensation provision
            
            
            10,817
            
            
            
            12,940Non-cash
      restructuring, impairment and other charges
            
            
            23,786
            
            
            
            5,124Deferred
      income taxes
            
            
            (12,676
            )
            
            
            6,709Gain
      on sale of assets
            
            
            (3,876
            )
            
            
            (4,378
            )Other
      non-cash charges, net
            
            
            5,772
            
            
            
            6,599Changes
      in operating assets and liabilities, excluding the effects of acquired
      businesses:Accounts
      receivable
            
            
            11,209
            
            
            
            35,590Inventories
            
            
            29,497
            
            
            
            (125
            )Accounts
      payable and accrued compensation and related liabilities
            
            
            (25,945
            )
            
            
            5,718Other
      working capital changes
            
            
            (9,762
            )
            
            
            13,351Other,
      net
            
            
            316
            
            
            
            (5,515
            )Net
      cash provided by operating activities
            
            
            33,334
            
            
            
            149,414Cash
      flows from investing activities:Capital
      expenditures
            
            
            (23,519
            )
            
            
            (37,782
            )Cost
      of business acquisitions, net of cash acquired
            
            
            (3,189
            )
            
            
            (47,151
            )Proceeds
      from sale of property, plant and equipment
            
            
            5,709
            
            
            
            18,258Proceeds
      from sale of investment
            
            
            4,032
            
            
            
            —Acquisition
      payments
            
            
            —
            
            
            
            (3,653
            )Net
      cash used in investing activities
            
            
            (16,967
            )
            
            
            (70,328
            )Cash
      flows from financing activities:Repayment
      of 83⁄8% senior
      subordinated notes
            
            
            (23,024
            )
            
            
            —Repayment
      of term loans
            
            
            (22,839
            )
            
            
            (5,400
            )Payment
      of amendment and debt issuance costs
            
            
            (7,296
            )
            
            
            (5,297
            )Repayments
      of other long-term debt
            
            
            (6,979
            )
            
            
            (16,535
            )Repayment
      of 77⁄8% senior subordinated notes
            
            
            (4,295
            )
            
            
            —Repayment
      of 101⁄2% senior notes
            
            
            (3,250
            )
            
            
            —Purchase
      and retirement of common stock upon vesting  of
    RSUs
            
            
            (2,028
            )
            
            
            (1,055
            )Payment
      of fees on repurchase and retirement of debt
            
            
            (94
            )
            
            
            —Borrowings
      (repayments) under revolving credit facility, net
            
            
            55,250
            
            
            
            (65,200
            )Proceeds
      from exercise of stock options
            
            
            98
            
            
            
            1,873Repayment
      of senior unsecured loan
            
            
            —
            
            
            
            (175,000
            )Tax
      liability from stock-based compensation
            
            
            —
            
            
            
            (873
            )Proceeds
      from issuance of 101⁄2% senior notes
            
            
            —
            
            
            
            175,000Proceeds
      from issuance of other long-term debt
            
            
            —
            
            
            
            11,338Net
      cash used in financing activities
            
            
            (14,457
            )
            
            
            (81,149
            )Effect
      of exchange rate changes on cash and cash equivalents
            
            
            (235
            )
            
            
            —Net
      increase (decrease) in cash and cash equivalents
            
            
            1,675
            
            
            
            (2,063
            )Cash
      and cash equivalents at beginning of period
            
            
            10,444
            
            
            
            15,882Cash
      and cash equivalents at end of period
            
            $
            12,119
            
            
            $
            13,819




See notes
to condensed consolidated financial statements.




5


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, in
our opinion, include all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation of financial position, results of operations
and cash flows as of the balance sheet dates and for the periods presented.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) have been condensed or omitted
pursuant to SEC rules. The results of operations for the three and nine month
periods ended October 3, 2009 are generally not indicative of the results to be
expected for any interim period or for the full year. The January 3, 2009
consolidated balance sheet has been derived from the audited financial
statements at that date. These financial statements should be read in
conjunction with the audited 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”) filed with the SEC.




It is the
Company’s practice to close its fiscal quarters on the Saturday closest to the
last day of the calendar quarter. The reporting periods for the third quarter of
2009 and 2008 consisted of 14 weeks and 13 weeks, respectively, and our
reporting periods for the nine months ended October 3, 2009 and September 27,
2008 consisted of 39 weeks.




New
Accounting Pronouncements




Effective
January 4, 2009, the Company adopted the accounting pronouncement relating to
business combinations, which establishes revised principles and requirements for
how the Company recognizes and measures assets and liabilities acquired in a
business combination. This pronouncement is effective for business combinations
completed by the Company on or after January 4, 2009.  In accordance
with the transition guidance in this pronouncement, the Company recorded a
charge in the fourth quarter of 2008 to write-off acquisition-related costs.
Acquisition-related costs for the three and nine months ended October 3, 2009
were $0.2 million and $2.4 million, respectively, and are included in selling,
general and administrative expenses in the accompanying condensed consolidated
statements of operations.





Effective
January 4, 2009, the Company adopted the accounting pronouncement relating to
employers’ disclosures about postretirement benefit plan assets, which requires
the Company to provide guidance on an employer’s disclosures about plan assets
of a defined benefit pension or other retirement plan. As required by this
pronouncement, the Company will provide the required additional disclosures in
its annual financial statements for the year ending January 2,
2010.





Effective
January 4, 2009, the Company adopted the accounting pronouncement that amends
the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset.
The intent of this pronouncement is to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under the applicable
accounting literature. The adoption of this pronouncement did not have a
material impact on the Company’s financial statements.




Effective
January 4, 2009, the Company adopted the accounting pronouncement relating to
non-controlling interests in consolidated financial statements. This
pronouncement establishes accounting and reporting standards for the
non-controlling interests in a subsidiary and for the deconsolidation of a
subsidiary. The adoption of this pronouncement had no impact on the Company’s
financial statements.




Effective
January 4, 2009, the Company adopted the accounting pronouncement relating to
disclosures about derivative instruments and hedging activities. This
pronouncement changes the disclosure requirements for derivative instruments and
hedging activities. The adoption of this pronouncement had no impact on the
Company’s financial statements.







6


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






1.
Basis of Presentation (Continued)




Effective June
27, 2009, the Company adopted the accounting pronouncement that amends the
requirements for disclosures about fair value of financial instruments. This
pronouncement requires disclosure about the fair value of financial instruments
for interim reporting periods, as well as in annual financial statements. It
also requires those disclosures in summarized financial information at interim
reporting periods. This pronouncement did not have a material impact on the
Company’s financial statements.




Effective
June 27, 2009, the Company adopted the accounting pronouncement relating to the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date, whether that date represents the date the financial
statements were issued or were available to be issued. The Company now
recognizes in its financial statements the effects of all subsequent events that
provide additional evidence about conditions that existed at the date of the
balance sheet, including the estimates inherent in the process of preparing its
financial statements. Events that provide evidence about conditions that did not
exist at the date of the balance sheet but arose after that date are now
disclosed in a footnote. In accordance with this pronouncement, the Company
evaluated events and transactions after the close of its balance sheet on
October 3, 2009, until the date of the Company’s 10-Q filing with the SEC on
November 12, 2009, for potential recognition or disclosure in the Company’s
financial statements.


Effective
October 3, 2009, the Company adopted the Financial Accounting Standards Board
(the “FASB”) issued Accounting Standards Codification (the “ASC”). The ASC
became the single source of authoritative non-governmental GAAP, superseding
existing FASB, American Institute of Certified Public Accountants (“AICPA”),
Emerging Issues Task Force (“EITF”) and related literature. The ASC eliminates
the previous GAAP hierarchy and establishes one level of authoritative GAAP. All
other literature is considered non-authoritative. Upon the Company’s adoption of
the ASC on October 3, 2009, there was no material impact to its
consolidated financial results.


In
June 2009, FASB issued amendments to the accounting pronouncement for
variable interest entities (“VIEs”) and for transfers of financial assets. The
amendments require an enterprise to make a qualitative assessment whether it has
(i) the power to direct the activities of the VIE that most significantly impact
the entity’s economic performance and (ii) the obligation to absorb losses of
the VIE or the right to receive benefits from the VIE that could potentially be
significant to the VIE. If an enterprise has both of these characteristics, the
enterprise is considered the primary beneficiary and must consolidate the VIE.
The amendment will be effective for the Company on January 3, 2010. The adoption
of these amendments is not expected to have a material impact on the Company’s
financial statements.





In
August 2009, the FASB issued an accounting pronouncement that provides
guidance on the measurement of liabilities at fair value. The guidance provides
clarification for circumstances in which a quoted market price in an active
market for an identical liability is not available, an entity is required to
measure fair value using a valuation technique that uses the quoted price of an
identical liability when traded as an asset or, if unavailable, quoted prices
for similar liabilities or similar assets when traded as assets. If none of this
information is available, an entity should use a valuation technique in
accordance with existing fair value principles. The adoption of this
pronouncement is not expected to have a material impact on the Company's
financial statements.





In
October 2009, the FASB issued an accounting pronouncement which amends
revenue recognition guidance for arrangements with multiple deliverables. The
new guidance eliminates the residual method of revenue recognition and allows
the use of management’s best estimate of selling price for individual elements
of an arrangement when vendor specific objective evidence (“VSOE”), vendor
objective evidence (“VOE”) or third-party evidence (“TPE”) is unavailable. Full
retrospective application of the new guidance is optional. The adoption of this
pronouncement is not expected to have a material impact on the Company's
financial statements.








7


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






2.
Stock-Based Compensation




Total
share-based compensation expense recognized in selling, general and
administrative expenses in the Company’s condensed consolidated statements of
operations was $4.0 million and $10.8 million for the three and nine months
ended October 3, 2009, respectively, and $6.0 million and $12.9 million for the
three and nine months ended September 27, 2008, respectively.




As of
October 3, 2009, there was approximately $25.6 million of total unrecognized
compensation cost related to unvested share-based compensation grants, which is
expected to be amortized over a weighted-average period of 2.6
years.




A summary
of the Company’s outstanding stock options as of and for the nine month period
ended October 3, 2009 is as follows:




Options
            
            
            Weighted
              Average
              Exercise
              Price
            
            Weighted
              Average
              Remaining
              Contractual
              Term
      (In
              Years)
            
            Aggregate
              Intrinsic
              Value(a)
              (In
              Thousands)Outstanding
      at January 3, 2009
            2,921,975
            
            
            $
            15.12Granted
            1,315,328
            (b)
            
            
            4.27
            
            5.8Exercised
            (16,065)
            
            
            
            4.30
            
            
            
            $
            42Forfeited
            (98,000)
            
            
            
            16.54Outstanding
      at October 3, 2009
            4,123,238
            
            
            
            11.66
            
            3.8
            
            $
            3,270Exercisable
      at October 3, 2009
            2,432,363
            
            
            
            13.62
            
            2.9
            
            $
            495




_________________




(a)
            Intrinsic
      value for purposes of this table represents the amount by which the fair
      value of the underlying stock, based on the respective market prices at
      October 3, 2009 or, if exercised, the exercise dates, exceeds the exercise
      prices of the respective options.


(b)
              Includes
      176,328 stock options assumed in connection with the acquisition of
      Nashua Corporation.





A summary
of the Company’s outstanding stock options as of and for the nine month period
ended September 27, 2008 is as follows:




Options
            
            Weighted
              Average
              Exercise
              Price
            
            Weighted
              Average
              Remaining
              Contractual
              Term
      (In
              Years)
            
            Aggregate
              Intrinsic
              Value(a)
              (In
              Thousands)Outstanding
      at December 29, 2007
            3,849,980
            
            $
            15.14Granted
            —
            
            
            —Exercised
            (209,880
            )
            
            8.93
            
            
            
            $
            516Forfeited
            (474,125
            )
            
            17.50Outstanding
      at September 27, 2008
            3,165,975
            
            
            15.19
            
            4.2
            
            $
            136Exercisable
      at September 27, 2008
            1,727,225
            
            
            13.98
            
            4.1
            
            $
            136




__________________




(a)
            Intrinsic
      value for purposes of this table represents the amount by which the fair
      value of the underlying stock, based on the respective market prices at
      September 27, 2008 or, if exercised, the exercise dates, exceeds the
      exercise prices of the respective
options.









8


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






2.
Stock-Based Compensation (Continued)




The
weighted-average grant date fair value of stock options granted during the nine
month period ended October 3, 2009 were at exercise prices equal to the market
price of the stock on the grant dates, as calculated under the Black-Scholes
Model with the weighted-average assumptions as follows:


Weighted
      average fair value of option grants
            
            $
            1.68Assumptions:Expected option life in
      years
            
            
            4.25Risk-free interest rate
            
            
            2.09
            %Expected volatility
            
            
            0.460Expected dividend yield
            
            
            0.0
            %




The
risk-free interest rate represents the U.S. Treasury Bond constant maturity
yield approximating the expected option life of stock options granted during the
period. The expected option life represents the period of time that the stock
options granted during the period are expected to be outstanding, based on the
mid-point between the vesting date and contractual expiration date of the
option. The expected volatility is based on the historical market price
volatility of the Company’s common stock for the expected term of the options,
adjusted for expected mean reversion.




Restricted
Shares and Restricted Share Units (“RSUs”)




A summary of the Company’s unvested
restricted shares and RSUs as of and for the nine month period ended October 3,
2009 is as follows:







Restricted
      Shares
            
            
            RSUsShares
            
            
            Weighted
              Average
              Grant
      Date
              Fair
      Value
            
            
            Shares
            
            
            Weighted
                Average
                Grant Date
              Fair
      ValueUnvested at
      January 3, 2009
            
            
            50,000
            
            
            $
            9.52
            
            
            
            2,530,789
            
            
            $
            11.95Granted
            
            
            171,144
            (a)
            
            
            4.76
            
            
            
            562,960
            
            
            
            4.76Vested
            
            
            (50,000
            )
            
            
            9.52
            
            
            
            (1,139,813
            )
            
            
            11.89Forfeited
            
            
            —
            
            
            
            —
            
            
            
            (51,726
            )
            
            
            9.60Unvested at
      October 3, 2009
            
            
            171,144
            
            
            
            4.76
            
            
            
            1,902,210
            
            
            
            9.45


__________________
  (a)
              Represents
      restricted shares that were assumed in connection with the
      acquisition of Nashua
Corporation.





A summary
of the Company’s unvested restricted shares and RSUs as of and for the nine
month period ended September 27, 2008 is as follows:




Restricted
      Shares
            
            
            RSUsShares
            
            
            Weighted
                Average
                Grant Date
              Fair
      Value
            
            
            Shares
            
            
            Weighted
                Average
                Grant Date
              Fair
      ValueUnvested
      at December 29, 2007
            
            
            100,000
            
            
            $
            9.52
            
            
            
            1,132,150
            
            
            $
            18.36Granted
            
            
            —
            
            
            
            —
            
            
            
            1,930,410
            
            
            
            9.77Vested
            
            
            (50,000
            )
            
            
            9.52
            
            
            
            (292,400
            )
            
            
            18.02Forfeited
            
            
            —
            
            
            
            —
            
            
            
            (113,750
            )
            
            
            19.03Unvested
      at September 27, 2008
            
            
            50,000
            
            
            
            9.52
            
            
            
            2,656,410
            
            
            
            12.13




The total
fair value of restricted shares and RSUs that vested during the nine month
period ended October 3, 2009 was $0.3 million and $5.8 million, respectively, as
of the respective vesting dates. The total fair value of restricted shares and
RSUs that vested during the nine month period ended September 27, 2008 was $0.5
million and $2.8 million, respectively, as of the respective vesting
dates.







9


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




3. Acquisitions




The
Company accounts for business combinations under the provisions of the Business
Combination Topic of the FASB ASC 805 (“ASC 805”).  Acquisitions are
accounted for by the acquisition method, and, accordingly, the assets and
liabilities of the acquired businesses have been recorded at estimated fair
value on the acquisition date with the excess of the purchase price over the
estimated fair value recorded as goodwill.




Nashua
Corporation





On
September 15, 2009, the Company acquired all of the stock of Nashua Corporation
and its subsidiaries (“Nashua”). Nashua, founded in 1854, is a manufacturer,
converter and marketer of labels and specialty papers whose primary products
include pressure-sensitive labels, tags, transaction and financial receipts,
thermal and other coated papers, and wide-format papers, with approximately $265
million in annual revenues prior to its acquisition by the Company. Under the
terms of acquisition, each share of Nashua common stock was converted into the
right to receive (i) $0.75 per share in cash, without interest, and (ii) 1.265
shares of Cenveo common stock.  The total consideration in connection
with the Nashua acquisition, excluding assumed debt of $2.8 million, was $49.7
million, which is comprised of cash consideration of $4.2 million and non-cash
consideration of $45.5 million, primarily relating to the issuance of 7.0
million shares of Cenveo common stock, which closed on the New York Stock
Exchange at $6.53 on September 15, 2009. The total purchase price was allocated
to the tangible and identifiable assets acquired and liabilities assumed based
on their estimated fair values at the acquisition date. The fair values of
property, plant and equipment and other intangible assets were based on
preliminary appraisals. The Nashua acquisition preliminarily resulted in $23.4
million of goodwill, none of which is deductible for income tax purposes, and
which was assigned entirely to the Company’s envelopes, forms and labels
segment. The acquired identifiable intangible assets, aggregating $29.6 million,
include: (i) the Nashua trademark of $16.0 million, which has been assigned an
indefinite useful life due to the Company’s intention to continue using the
Nashua name, the long operating history of Nashua and its existing customer
base, (ii) customer relationships of $13.0 million, which are being amortized
over their estimated weighted average useful lives of 6.5 years; and (iii) a
royalty agreement of $0.6 million, which is being amortized over the contract
life of 9 years.





Nashua’s
results of operations and cash flows are included in the Company’s condensed
consolidated statements of operations and cash flows from September 15, 2009.
Pro forma results for the three and nine months ended September 27, 2008 and
October 3, 2009, assuming the acquisition of Nashua had been made on December
30, 2007, have not been presented as the effect would not be
material.





In
connection with the Nashua acquisition, the Company incurred transaction costs
of $1.7 million, which is included in selling, general and administrative
expenses in its condensed consolidated statements of operations.





Preliminary
Purchase Price Allocation





The
following table summarizes the preliminary allocation of the purchase price of
Nashua to the assets acquired and liabilities assumed in the acquisition (in
thousands):





As
      of
              September
      15, 2009Accounts
      receivable, net
            
            $
            24,056Other
      current assets
            
            
            28,483Property,
      plant and equipment
            
            
            27,933Goodwill
            
            
            23,377Other
      intangible assets
            
            
            29,600Other
      assets
            
            
            1,255Total
      assets acquired
            
            
            134,704Current
      liabilities, excluding current maturities of long-term debt
            
            
            25,699Current
      maturities of long-term debt
            
            
            2,800Deferred
      taxes
            
            
            12,698Other
      liabilities
            
            
            42,845Total
      liabilities assumed
            
            
            84,042Net
      assets acquired
            
            
            50,662Less
      cash acquired
            
            
            (1,001)Cost
      of Nashua acquisition, net of cash acquired
            
            $
            49,661





10


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




3.
Acquisitions (Continued)




Acquisition
Liabilities Related to Exit Activities




Prior to
2009, the Company recorded liabilities in the purchase price allocation in
connection with its plans to exit certain activities of previous acquisitions.
In connection with its acquisition of Nashua, the Company assumed liabilities
related to exit activities of Nashua that were in existence prior to its
acquisition by the Company. A summary of the activity recorded for these
liabilities was as follows (in thousands):







Lease
              Termination
              Costs
            
            
            Employee
              Separation
              Costs
            
            
            Other
              Exit
      Costs
            
            
            TotalLiabilities
      recorded at January 3, 2009
            
            $
            2,264
            
            
            $
            —
            
            
            $
            —
            
            
            $
            2,264Assumed
      in Nashua acquisition
            
            
            877
            
            
            
            123
            
            
            
            —
            
            
            
            1,000Payments
            
            
            (531
            )
            
            
            —
            
            
            
            —
            
            
            
            (531
            )Balance
      at October 3, 2009
            
            $
            2,610
            
            
            $
            123
            
            
            $
            —
            
            
            $
            2,733




4.
Inventories




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




October
      3,
              2009
            
            
            January
      3,
              2009Raw
      materials
            
            $
            60,601
            
            
            $
            67,236Work
      in process
            
            
            27,039
            
            
            
            27,011Finished
      goods
            
            
            61,945
            
            
            
            65,322$
            149,585
            
            
            $
            159,569










5. Property, Plant and
Equipment






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




October
      3,
              2009
            
            
            January
      3,
              2009Land
      and land improvements
            
            $
            21,662
            
            
            $
            21,421Building
      and building improvements
            
            
            113,707
            
            
            
            111,208Machinery
      and equipment
            
            
            632,966
            
            
            
            622,929Furniture
      and fixtures
            
            
            12,895
            
            
            
            12,589Construction
      in progress
            
            
            22,378
            
            
            
            14,558803,608
            
            
            
            782,705Accumulated
      depreciation
            
            
            (389,526
            )
            
            
            (362,248
            )$
            414,082
            
            
            $
            420,457





In June
2009, the Company sold one of its envelope facilities which had a net book value
of $2.9 million for net proceeds of $3.7 million and entered into a two-year
operating lease for the same facility. In connection with the sale, the Company
recorded a deferred gain of $0.8 million, which is being amortized on a
straight-line basis over the term of the lease as a reduction to rent expense in
cost of sales in the Company’s statement of operations.





In the
third quarter of 2008, the Company sold a property for net proceeds of $6.2
million and recorded a gain of $1.9 million, which is included in selling,
general and administrative expenses in the Company’s statement of operations. In
June 2008, the Company sold one of its envelope facilities for net proceeds of
$11.5 million and entered into an operating lease for the same facility. In
connection with the sale, the Company recorded a total gain of $7.8 million, of
which $2.3 million was recognized in cost of sales in the second quarter of
2008. The remaining gain was deferred and is being amortized on a straight-line
basis over the seven year term of the lease, as a reduction to rent expense in
cost of sales in the Company’s statement of operations.







11


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






6.
Goodwill and Other Intangible Assets




The
changes in the carrying amount of goodwill by reportable segment are as follows
(in thousands):




Envelopes,
      Forms
              and
      Labels
            
            
            Commercial
              Printing
            
            
            TotalBalance
      as of January 3, 2009
            
            $
            143,498
            
            
            $
            167,685
            
            
            $
            311,183Acquisitions
            
            
            23,527
            
            
            
            —
            
            
            
            23,527Balance
      as of October 3, 2009
            
            $
            167,025
            
            
            $
            167,685
            
            
            $
            334,710





Other
intangible assets were as follows (in thousand, except weighted average
years):





October
      3, 2009
            
            
            January
      3, 2009Weighted
      Average Remaining Amortization Period
              (Years)
            
            
            Gross
              Carrying
              Amount
            
            
            Accumulated
              Amortization
            
            
            Net
              Carrying
              Amount
            
            
            Gross
              Carrying
              Amount
            
            
            Accumulated
              Amortization
            
            
            Net
              Carrying
              AmountIntangible
      assets withdeterminable
      lives:Customer
      relationships
            
            
            16
            
            
            $
            172,206
            
            
            $
            (35,964
            )
            
            $
            136,242
            
            
            $
            159,206
            
            
            $
            (29,875
            )
            
            $
            129,331Trademarks
      and tradenames
            
            
            24
            
            
            
            21,011
            
            
            
            (4,785
            )
            
            
            16,226
            
            
            
            21,011
            
            
            
            (4,089
            )
            
            
            16,922Patents
            
            
            4
            
            
            
            3,028
            
            
            
            (1,956
            )
            
            
            1,072
            
            
            
            3,028
            
            
            
            (1,755
            )
            
            
            1,273Non-compete
      agreements
            
            
            2
            
            
            
            2,456
            
            
            
            (1,877
            )
            
            
            579
            
            
            
            2,456
            
            
            
            (1,634
            )
            
            
            822Other
            
            
            16
            
            
            
            1,302
            
            
            
            (349
            )
            
            
            953
            
            
            
            768
            
            
            
            (392
            )
            
            
            376200,003
            
            
            
            (44,931
            )
            
            
            155,072
            
            
            
            186,469
            
            
            
            (37,745
            )
            
            
            148,724Intangible
      assets with indefinite lives:Trademarks
            
            
            
            
            
            
            143,500
            
            
            
            —
            
            
            
            143,500
            
            
            
            127,500
            
            
            
            —
            
            
            
            127,500Pollution
      credits
            
            
            
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            720
            
            
            
            —
            
            
            
            720Total
            
            
            
            
            
            $
            343,503
            
            
            $
            (44,931
            )
            
            $
            298,572
            
            
            $
            314,689
            
            
            $
            (37,745
            )
            
            $
            276,944




Annual
amortization expense for each of the five years in the period ending September
27, 2014 is estimated to be as follows:  $11.6 million, $11.4 million,
$11.3 million, $11.1 million and $10.8 million, respectively.




7.
Long-Term Debt




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




October
      3,
              2009
            
            
            January
      3,
              2009Term
      loans, due 2013
            
            $
            685,061
            
            
            $
            707,90077⁄8%
      senior subordinated notes, due 2013
            
            
            296,270
            
            
            
            303,370101⁄2%
      senior notes, due 2016
            
            
            170,000
            
            
            
            175,00083⁄8%
      senior subordinated notes, due 2014 ($32.2 million and $72.3 million
      outstanding principal amount as of October 3, 2009 and January 3, 2009,
      respectively)
            
            
            32,741
            
            
            
            73,581Revolving
      credit facility, due 2012
            
            
            63,250
            
            
            
            8,000Other
            
            
            34,325
            
            
            
            38,5041,281,647
            
            
            
            1,306,355Less
      current maturities
            
            
            (21,445
            )
            
            
            (24,314
            )Long-term
      debt
            
            $
            1,260,202
            
            
            $
            1,282,041







12


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






7.
Long-Term Debt (Continued)




Extinguishments





From
January 4, 2009 through April 8, 2009, the Company purchased in the open market
and retired principal amounts of $40.1 million, $7.1 million and $5.0 million of
its 83⁄8% senior subordinated notes due 2014 (the “83⁄8% Notes”), 77⁄8% senior
subordinated notes due 2013 (the “77⁄8% Notes”), and 101⁄2% senior notes due 2016
(the “101⁄2% Notes”), respectively, for $23.0 million, $4.3 million and $3.3
million, respectively, plus accrued and unpaid interest.  These open
market purchases were made within permitted restricted payment limits under the
Company’s debt agreements.





In
connection with these retirements, the Company recognized gains on early
extinguishment of debt of $21.9 million in the nine months ended October 3,
2009, 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.





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
maximum consolidated leverage ratio (the “Leverage Covenant”) and a minimum
consolidated interest coverage ratio (the “Interest Coverage
Covenant”).





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
“Amendment”).  The Leverage Covenant, with which the Company must be
in pro forma compliance 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 Interest Coverage Covenant, with which the
Company must be in pro forma compliance 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 these two financial covenants have been modified to permit the adding back of
certain amounts. The Company was in compliance with all debt agreement covenants
as of October 3, 2009.





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 calculation then in effect. Previously, the
Revolving Credit Facility’s borrowing spread over LIBOR ranged from 175 basis
points to 200 basis points based upon the Leverage Covenant calculation, and the
borrowing spread over LIBOR for the Term Loans was 200 basis points. Further,
the Amendment: (i) reduced the Revolving Credit Facility from $200.0 million to
$172.5 million; (ii) increased the unfunded commitment fee paid to revolving
credit lenders from 50 basis points to 75 basis points; (iii) eliminated 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
$50.0 million while the Leverage Covenant calculation is above 4.50:1.00; (v)
eliminated the restricted payments basket while the Leverage Covenant
calculation exceeds certain thresholds; (vi) requires that certain additional
financial information be delivered; (vii) lowered the annual amount that can be
spent on capital expenditures to $30.0 million in 2009; and (viii) increased
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 its 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.





13


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






7.
Long-Term Debt (Continued)





In
connection with the Amendment, the Company incurred a loss on early
extinguishment of debt of $5.0 million, of which $3.9 million relates to fees
paid to consenting lenders and $1.1 million relates to the write-off of
previously unamortized debt issuance costs.  In addition, the Company
capitalized $3.4 million of third party costs and fees paid to consenting
lenders and is amortizing them over the remaining life of the Amended Credit
Facilities.




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 October
3, 2009 and January 3, 2009, the Company had $500.0 million and $595.0 million,
respectively, of such interest rate swaps. On June 22, 2009, $220.0 million
notional amount interest rate swap agreements matured, partially replaced by
$125.0 million of forward-starting interest rate swaps that went effective on
the same date as the maturing swap agreements. 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 ofthe 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 financial statements depends on whether the hedge is
highly effective in achieving offsetting changes in fair value of cash flows of
the liability hedged. The effective portion of gain or loss on a cash flow hedge
is recorded as a component of accumulated other comprehensive income in the
Company’s condensed consolidated balance sheet. Ineffectiveness, if any, would
be reclassified to interest expense, net in the Company’s condensed consolidated
statement of operations in the period in which the hedged transaction becomes
ineffective. As of October 3, 2009, the Company does not anticipate
reclassifying any ineffectiveness into its results of operations for the next
twelve months.





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 as required by the Fair Value Measurements
and Disclosures Topic of the FASB ASC 820. The table below presents the fair
value of the Company’s interest rate swaps (in thousands):








October
      3, 2009
            
            
            January
      3, 2009Current
      Liabilities:Interest
      Rate Swaps
            
            $
            9,466
            
            
            $
            4,483Long-Term
      Liabilities:Interest
      Rate Swaps
            
            
            11,214
            
            
            
            23,180Forward
      Starting Swaps
            
            
            —
            
            
            
            943







14


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






8.
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 its 2009 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. In connection with the 2009 plan, the Company implemented
cost savings initiatives throughout its operations and during the first six
months of 2009 closed three envelope plants in Deer Park, New York, Boone, Iowa
and Carlstadt, New Jersey, one journal printing plant in Easton, Maryland, one
commercial printing plant in Los Angeles, California and a forms plant in
Jaffrey, New Hampshire and consolidated them into existing operations. In the
third quarter of 2009, the Company continued its cost savings initiatives and
closed a content facility in Columbus, Ohio that was consolidated into existing
operations and continued the consolidation of certain back office functions into
specific centralized locations. As a result of these actions in 2009, the
Company has reduced its headcount by approximately 1,400. The Company
anticipates being substantially complete with the implementation of these cost
savings initiatives in the fourth quarter of 2009. 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 October 3, 2009 were as
follows (in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalEmployee
      separation costs
            
            $
            775
            
            
            $
            1,448
            
            
            $
            83
            
            
            $
            2,306Asset
      impairments, net of gain on sale
            
            
            152
            
            
            
            1,491
            
            
            
            —
            
            
            
            1,643Equipment
      moving expenses
            
            
            449
            
            
            
            1,134
            
            
            
            —
            
            
            
            1,583Lease
      termination expenses (income)
            
            
            (994
            )
            
            
            77
            
            
            
            15
            
            
            
            (902
            )Building
      clean-up and other expenses
            
            
            611
            
            
            
            1,729
            
            
            
            102
            
            
            
            2,442Total
      restructuring and impairment charges
            
            $
            993
            
            
            $
            5,879
            
            
            $
            200
            
            
            $
            7,072




Restructuring
and impairment charges for the nine months ended October 3, 2009 were as follows
(in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalEmployee
      separation costs
            
            $
            4,224
            
            
            $
            9,476
            
            
            $
            803
            
            
            $
            14,503Asset
      impairments, net of gain on sale
            
            
            2,733
            
            
            
            5,579
            
            
            
            —
            
            
            
            8,312Equipment
      moving expenses
            
            
            1,173
            
            
            
            1,632
            
            
            
            —
            
            
            
            2,805Lease
      termination expenses
            
            
            2,992
            
            
            
            687
            
            
            
            194
            
            
            
            3,873Multi-employer
      pension withdrawal expenses
            
            
            —
            
            
            
            11,303
            
            
            
            —
            
            
            
            11,303Building
      clean-up and other expenses
            
            
            1,792
            
            
            
            2,212
            
            
            
            102
            
            
            
            4,106Total
      restructuring and impairment charges
            
            $
            12,914
            
            
            $
            30,889
            
            
            $
            1,099
            
            
            $
            44,902







15


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






8.
Restructuring, Impairment and Other Charges (Continued)




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




Lease
              Termination
            
            
            Employee
              Separation
              Costs
            
            
            Pension
              Withdrawal
              Liabilities
            
            
            TotalBalance
      at January 3, 2009
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —Accruals,
      net
            
            
            3,873
            
            
            
            14,503
            
            
            
            11,303
            
            
            
            29,679Payments
            
            
            (1,736
            )
            
            
            (12,712
            )
            
            
            —
            
            
            
            (14,448
            )Balance
      at October 3, 2009
            
            $
            2,137
            
            
            $
            1,791
            
            
            $
            11,303
            
            
            $
            15,231




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 October 3, 2009 were as
follows (in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalEmployee
      separation costs
            
            $
            19
            
            
            $
            (19
            )
            
            $
            —
            
            
            $
            —Asset
      impairments, net of gain on sale
            
            
            143
            
            
            
            1,079
            
            
            
            —
            
            
            
            1,222Lease
      termination expenses (income)
            
            
            63
            
            
            
            (48
            )
            
            
            —
            
            
            
            15Building
      clean-up and other expenses
            
            
            54
            
            
            
            204
            
            
            
            (8
            )
            
            
            250Total
      restructuring and impairment charges
            
            $
            279
            
            
            $
            1,216
            
            
            $
            (8
            )
            
            $
            1,487




Restructuring
and impairment charges for the nine months ended October 3, 2009 were as follows
(in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalEmployee
      separation costs
            
            $
            108
            
            
            $
            87
            
            
            $
            29
            
            
            $
            224Asset
      impairments, net of gain on sale
            
            
            67
            
            
            
            981
            
            
            
            —
            
            
            
            1,048Equipment
      moving expenses
            
            
            —
            
            
            
            57
            
            
            
            —
            
            
            
            57Lease
      termination expenses (income)
            
            
            94
            
            
            
            (540
            )
            
            
            3
            
            
            
            (443
            )Multi-employer
      pension withdrawal expenses
            
            
            —
            
            
            
            2,122
            
            
            
            —
            
            
            
            2,122Building
      clean-up and other expenses
            
            
            134
            
            
            
            568
            
            
            
            22
            
            
            
            724Total
      restructuring and impairment charges
            
            $
            403
            
            
            $
            3,275
            
            
            $
            54
            
            
            $
            3,732







16


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






8.
Restructuring, Impairment and Other Charges (Continued)




2008
Activity




Restructuring
and impairment charges for the three months ended September 27, 2008 were as
follows (in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalEmployee
      separation costs
            
            $
            881
            
            
            $
            2,939
            
            
            $
            60
            
            
            $
            3,880Asset
      impairments
            
            
            591
            
            
            
            220
            
            
            
            —
            
            
            
            811Equipment
      moving expenses
            
            
            160
            
            
            
            156
            
            
            
            —
            
            
            
            316Lease
      termination expenses
            
            
            196
            
            
            
            210
            
            
            
            63
            
            
            
            469Multi-employer
      pension withdrawal (income)
            
            
            —
            
            
            
            (236
            )
            
            
            —
            
            
            
            (236
            )Building
      clean-up and other expenses
            
            
            218
            
            
            
            712
            
            
            
            —
            
            
            
            930Total
      restructuring and impairment charges
            
            $
            2,046
            
            
            $
            4,001
            
            
            $
            123
            
            
            $
            6,170











Restructuring
and impairment charges for the nine months ended September 27, 2008 were as
follows (in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalEmployee
      separation costs
            
            $
            1,824
            
            
            $
            5,604
            
            
            $
            290
            
            
            $
            7,718Asset
      impairments, net of gain on sale
            
            
            1,103
            
            
            
            653
            
            
            
            —
            
            
            
            1,756Equipment
      moving expenses
            
            
            232
            
            
            
            241
            
            
            
            —
            
            
            
            473Lease
      termination expenses
            
            
            617
            
            
            
            1,026
            
            
            
            63
            
            
            
            1,706Multi-employer
      pension withdrawal (income)
            
            
            —
            
            
            
            (236
            )
            
            
            —
            
            
            
            (236
            )Building
      clean-up and other expenses
            
            
            612
            
            
            
            1,340
            
            
            
            —
            
            
            
            1,952Total
      restructuring and impairment charges
            
            $
            4,388
            
            
            $
            8,628
            
            
            $
            353
            
            
            $
            13,369









A summary
of the activity charged to the restructuring liabilities for the 2007 Cost
Savings and Integration Plan was 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
            
            
            (443
            )
            
            
            224
            
            
            
            2,122
            
            
            
            1,903Payments
            
            
            (1,463
            )
            
            
            (2,148
            )
            
            
            (583
            )
            
            
            (4,194
            )Balance
      at October 3, 2009
            
            $
            1,683
            
            
            $
            51
            
            
            $
            3,339
            
            
            $
            5,073







17


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)







8.
Restructuring, Impairment and Other Charges (Continued)




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 for the three months ended October 3, 2009 were as
follows (in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalAsset
      impairments
            
            $
            —
            
            
            $
            28
            
            
            $
            —
            
            
            $
            28Equipment
      moving expenses
            
            
            —
            
            
            
            14
            
            
            
            —
            
            
            
            14Lease
      termination expenses (income)
            
            
            (185
            )
            
            
            11
            
            
            
            62
            
            
            
            (112
            )Building
      clean-up and other expenses
            
            
            30
            
            
            
            18
            
            
            
            —
            
            
            
            48Total
      restructuring and impairment charges (income)
            
            $
            (155
            )
            
            $
            71
            
            
            $
            62
            
            
            $
            (22
            )




Restructuring
and impairment charges for the nine months ended October 3, 2009 were as follows
(in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalAsset
      impairments
            
            $
            —
            
            
            $
            18
            
            
            $
            —
            
            
            $
            18Equipment
      moving expenses
            
            
            —
            
            
            
            14
            
            
            
            —
            
            
            
            14Lease
      termination expenses (income)
            
            
            (207
            )
            
            
            365
            
            
            
            18
            
            
            
            176Building
      clean-up and other expenses
            
            
            223
            
            
            
            235
            
            
            
            —
            
            
            
            458Total
      restructuring and impairment charges
            
            $
            16
            
            
            $
            632
            
            
            $
            18
            
            
            $
            666




2008
Activity




Restructuring
and impairment charges for the three months ended September 27, 2008 were as
follows (in thousands):




Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalEmployee
      separation costs
            
            $
            9
            
            
            $
            (18
            )
            
            $
            19
            
            
            $
            10Asset
      impairments
            
            
            —
            
            
            
            26
            
            
            
            —
            
            
            
            26Equipment
      moving expenses
            
            
            —
            
            
            
            48
            
            
            
            —
            
            
            
            48Lease
      termination expenses (income)
            
            
            (35
            )
            
            
            144
            
            
            
            68
            
            
            
            177Building
      clean-up and other expenses
            
            
            224
            
            
            
            194
            
            
            
            24
            
            
            
            442Total
      restructuring and impairment charges
            
            $
            198
            
            
            $
            394
            
            
            $
            111
            
            
            $
            703




18


CENVEO, INC. AND
SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)






8.
Restructuring, Impairment and Other Charges (Continued)




Restructuring
and impairment charges for the nine months ended September 27, 2008 were as
follows (in thousands):









Envelopes,
              Forms
      and
              Labels
            
            
            Commercial
              Printing
            
            
            Corporate
            
            
            TotalEmployee
      separation costs
            
            $
            36
            
            
            $
            132
            
            
            $
            35
            
            
            $
            203Asset
      impairments, net of gain on sale
            
            
            —
            
            
            
            (226
            )
            
            
            —
            
            
            
            (226
            )Equipment
      moving expenses
            
            
            —
            
            
            
            510
            
            
            
            —
            
            
            
            510Lease
      termination expenses (income)
            
            
            (38
            )
            
            
            144
            
            
            
            149
            
            
            
            255Building
      clean-up and other expenses
            
            
            380
            
            
            
            894
            
            
            
            24
            
            
            
            1,298Total
      restructuring and impairment charges
            
            $
            378
            
            
            $
            1,454
            
            
            $
            208
            
            
            $
            2,040





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





Lease
              Termination
              Costs
            
            
            Pension
              Withdrawal
              Liabilities
            
            
            TotalBalance
      at January 3, 2009
            
            $
            3,877
            
            
            $
            208
            
            
            $
            4,085Accruals,
      net
            
            
            176
            
            
            
            —
            
            
            
            176Payments
            
            
            (2,108
            )
            
            
            (87
            )
            
            
            (2,195
            )Balance
      at October 3, 2009
            
            $
            1,945
            
            
            $
            121
            
            
            $
            2,066




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 $6.7 million for professional
fees.







9.
Pension and Other Postretirement Plans




The
following table provides components of net periodic pension expense for the
Company’s pension plans and other postretirement benefit plans (in
thousands):







Three
      Months Ended
            
            
            Nine
      Months EndedOctober
      3,
              2009
            
            
            September
      27, 2008
            
            
            October
      3,
              2009
            
            
            September
      27, 2008Service
      cost
            
            $
            122
            
            
            $
            120
            
            
            $
            319
            
            
            $
            360Interest
      cost
            
            
            2,780
            
            
            
            2,479
            
            
            
            7,776
            
            
            
            7,438Expected
      return on plan assets
            
            
            (2,176
            )
            
            
            (2,656
            )
            
            
            (6,028
            )
            
            
            (7,969
            )Net
      amortization and deferral
            
            
            1
            
            
            
            2
            
            
            
            2
            
            
            
            6Recognized
      net actuarial loss
            
            
            588
            
            
            
            55
            
            
            
            1,764
            
            
            
            166Net
      periodic pension expense
            
            $
            1,315
            
            
            $
            —
            
            
            $
            3,833
            
            
            $
            1




Interest
cost on the projected benefit obligation related to the Company’s other
postretirement plans includes $0.2 million in the three months ended October 3,
2009 and September 27, 2008 and $0.6 million in the nine months ended October 3,
2009 and September 27, 2008.





During
the nine months ended October 3, 2009, the Company made contributions of $4.8
million to its pension plans and other postretirement plans. The Company expects
to contribute approximately $1.1 million to its pension plans and other
postretirement plans for the remainder of 2009.







19


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)







9.
Pension and Other Postretirement Plans (Continued)




Nashua
Pension and Other Postretirement Plans




Nashua,
which was acquired by the Company on September 15, 2009, had three defined
benefit pension plans, which cover eligible Nashua regular full-time employees.
Benefits available under these plans are generally determined by years of
service and the levels of compensation during those years. Prior to the
Company’s acquisition of Nashua, the benefits under the Nashua pension plans
were frozen to mitigate the volatility in pension expense and required cash
contributions expected in future years. Based on preliminary actuarial data, the
Nashua pension plans were under-funded by approximately $36.2 million, which
liability is included in the Company’s October 3, 2009 condensed consolidated
balance sheet.





Nashua
also maintained separate postretirement benefit plans for certain of its former
associates. The plans provide certain postretirement health care and death
benefits to eligible retired employees and their spouses. Salaried participants
generally became eligible for retiree health care benefits after reaching
age 60 with ten years of service and retiring prior to January 1,
2003. Benefits, eligibility and cost-sharing provisions for hourly employees
vary by location or bargaining arrangement. Based on preliminary actuarial data,
the Nashua postretirement plans were under-funded by approximately $0.3 million,
which liability is included in the Company’s October 3, 2009 condensed
consolidated balance sheet.








10.
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 legal
proceedings will not have a material adverse effect on the Company’s
consolidated financial condition or results of operations.




Prior to
the Company’s acquisition of Nashua, Nashua was involved in certain
environmental matters and was designated by the Environmental Protection Agency
(“EPA”) as a potentially responsible party for certain hazardous waste sites. In
addition, Nashua had been notified by certain state environmental agencies
that Nashua may bear responsibility for remedial action at other sites
which have not been addressed by the EPA. The sites at which Nashua may have
remedial responsibilities are in various stages of investigation and
remediation. Due to the unique physical characteristics of each site, the
remedial technology employed, the extended timeframes of each remediation, the
interpretation of applicable laws and regulations and the financial viability of
other potential participants, the Company’s ultimate cost of remediation is
difficult to estimate and is contingent on these factors. As of October 3, 2009,
the liability, relating to Nashua’s environmental matters, was $3.6 million
and is included in other long-term liabilities on the Company’s condensed
consolidated balance sheet. Based on information currently available, the
Company believes that Nashua's remediation expense, if any,  is not
likely to have a material adverse effect on its consolidated financial position
or results of operations.




During
the third quarter of 2009, the Company reduced its liabilities for uncertain tax
positions by $12.1 million as a result of the expiration of certain statute of
limitations. The release of these uncertain tax positions were recorded in
discontinued operations, net of taxes, in the Company’s condensed consolidated
statement of operations. There is a reasonable possibility that within the next
twelve months the Company may decrease its liabilities for uncertain tax
positions by $10.2 million due to the expiration of certain statute of
limitations.
  11.
Comprehensive Income (Loss)




The
components of comprehensive income (loss) are as follows (in
thousands):





Three
      Months Ended
            
            
            Nine
      Months EndedOctober
      3,
              2009
            
            
            September
      27, 2008
            
            
            October
      3,
              2009
            
            
            September
      27, 2008Net
      income (loss)
            
            $
            1,073
            
            
            $
            12,328
            
            
            $
            (21,490
            )
            
            $
            11,596Other
      comprehensive income (loss):Unrealized
      gain on cash flow hedges, net of taxes
            
            
            528
            
            
            
            480
            
            
            
            4,718
            
            
            
            9Currency
      translation adjustment
            
            
            1,809
            
            
            
            (1,361
            )
            
            
            3,323
            
            
            
            (2,851
            )Comprehensive
      income (loss)
            
            $
            3,410
            
            
            $
            11,447
            
            
            $
            (13,449
            )
            
            $
            8,754








20


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)







12.  Income
(Loss) Per Share




Basic
income (loss) per share is computed based upon the weighted average number of
common shares outstanding for the period. Diluted income (loss) per share
reflects the potential dilution that could occur if stock options, restricted
stock and RSUs to issue common stock were exercised under the treasury stock
method. The only Company securities as of October 3, 2009 that could dilute
basic income (loss) per share for periods subsequent to October 3, 2009, that
were not included in the computation of diluted earnings per share for the three
and nine months ended October 3, 2009 are: (i) outstanding stock options, which
are exercisable into 4,123,238 shares of the Company’s common stock, and (ii)
2,073,354 restricted stock and RSUs.




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







Three
      Months Ended
            
            
            Nine
      Months EndedOctober
      3,
              2009
            
            
            September
      27, 2008
            
            
            October
      3,
              2009
            
            
            September
      27, 2008Numerator
      for basic and diluted income (loss) per shareIncome
      (loss) from continuing operations
            
            $
            (8,432
            )
            
            $
            12,387
            
            
            $
            (30,460
            )
            
            $
            12,710Income
      (loss) from discontinued operations, net of taxes
            
            
            9,505
            
            
            
            (59
            )
            
            
            8,970
            
            
            
            (1,114
            )Net
      income (loss)
            
            $
            1,073
            
            
            $
            12,328
            
            
            $
            (21,490
            )
            
            $
            11,596Denominator
      for weighted average common shares outstanding:Basic
      shares
            
            
            55,911
            
            
            
            53,897
            
            
            
            54,978
            
            
            
            53,796Dilutive
      effect of equity awards
            
            
            —
            
            
            
            277
            
            
            
            —
            
            
            
            198Diluted
      shares
            
            
            55,911
            
            
            
            54,174
            
            
            
            54,978
            
            
            
            53,994




13.
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 labels and
specialty forms sold through an extensive network of resale distributors for
industries including food and beverage, manufacturing and pharmacy chains; (ii)
stock envelopes, labels and business forms generally sold to independent
distributors, office-products suppliers and office-products retail chains; and
(iii) custom and direct mail envelopes developed for the advertising, billing
and remittance needs of a variety of customers. The commercial printing segment
provides print, design and content management offerings, including: (i)
specialty packaging and high quality promotional materials for multinational
consumer products companies; (ii) scientific, technical and medical journals and
special interest and trade magazines for non-profit organizations, educational
institutions and specialty publishers; (iii) high-end printed materials, which
includes a wide range of premium products for major national and regional
customers; and (iv) general commercial printing products for regional and local
customers.




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.




21


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)








13.
Segment Information (Continued)




Thefollowing tables present
certain segment information (in thousands):


Three
      Months Ended
              
              
              Nine
      Months EndedOctober
      3,

                2009
              
              
              September
      27,
                2008
              
              
              October
      3,
                2009
              
              
              September
      27,
                2008Net
      sales:Envelopes,
      forms and labels
              
              $
              212,311
              
              
              $
              224,616
              
              
              $
              581,419
              
              
              $
              690,630Commercial
      printing
              
              
              235,728
              
              
              
              298,089
              
              
              
              676,364
              
              
              
              890,904Total
              
              $
              448,039
              
              
              $
              522,705
              
              
              $
              1,257,783
              
              
              $
              1,581,534Operating
      income :Envelopes,
      forms and labels
              
              $
              19,872
              
              
              $
              35,947
              
              
              $
              38,925
              
              
              $
              93,807Commercial
      printing
              
              
              14,364
              
              
              
              23,056
              
              
              
              8,386
              
              
              
              47,598Corporate
              
              
              (9,234
              )
              
              
              (10,827
              )
              
              
              (27,565
              )
              
              
              (34,098
              )Total
              
              $
              25,002
              
              
              $
              48,176
              
              
              $
              19,746
              
              
              $
              107,307Restructuring,
      impairment and other charges:Envelopes,
      forms and labels
              
              $
              1,117
              
              
              $
              2,244
              
              
              $
              13,333
              
              
              $
              4,766Commercial
      printing
              
              
              7,166
              
              
              
              4,395
              
              
              
              34,796
              
              
              
              10,082Corporate
              
              
              254
              
              
              
              234
              
              
              
              1,171
              
              
              
              7,199Total
              
              $
              8,537
              
              
              $
              6,873
              
              
              $
              49,300
              
              
              $
              22,047Net
      sales by product line:Envelopes
              
              $
              138,124
              
              
              $
              154,232
              
              
              $
              394,139
              
              
              $
              474,876Commercial
      printing
              
              
              159,947
              
              
              
              210,737
              
              
              
              450,993
              
              
              
              622,255Journals
      and periodicals
              
              
              75,013
              
              
              
              87,026
              
              
              
              221,996
              
              
              
              267,664Labels
      and business forms
              
              
              74,955
              
              
              
              70,710
              
              
              
              190,655
              
              
              
              216,739Total
              
              $
              448,039
              
              
              $
              522,705
              
              
              $
              1,257,783
              
              
              $
              1,581,534Intercompany
      sales:Envelopes,
      forms and labels to commercial printing
              
              $
              1,123
              
              
              $
              1,691
              
              
              $
              3,447
              
              
              $
              4,369Commercial
      printing to envelopes, forms and labels
              
              
              387
              
              
              
              538
              
              
              
              1,313
              
              
              
              2,856Total
              
              $
              1,510
              
              
              $
              2,229
              
              
              $
              4,760
              
              
              $
              7,225
    October
      3,
                2009
              
              
              
              January
      3,
                2009Identifiable
      assets:Envelopes,
      forms and labels
              
              $
              718,443
              
              
              $
              624,760Commercial
      printing
              
              
              811,524
              
              
              
              863,224Corporate
              
              
              71,218
              
              
              
              64,130Total
      assets
              
              $
              1,601,185
              
              
              $
              1,552,114
  22
 CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.  Financial
Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries




Cenveo is
a holding company (the “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 the Non-Guarantor
Subsidiaries for the three and nine months ended October 3, 2009 and September
27, 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 the Non-Guarantor Subsidiaries, assuming the guarantee structure of the
Subsidiary Issuer Notes was in effect at the beginning of the periods
presented.




The
supplemental condensed consolidating financial information reflects the
investments of the Parent Company in the Subsidiary Issuer, the Guarantor
Subsidiaries and the Non-Guarantor Subsidiaries using the equity method of
accounting. The 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.





23


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.
Financial Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING BALANCE SHEET


October
3, 2009


(in
thousands)




Non-Parent
            
            
            Subsidiary
            
            
            Guarantor
            
            
            GuarantorCompany
            
            
            Issuer
            
            
            Subsidiaries
            
            
            Subsidiaries
            
            
            Eliminations
            
            
            ConsolidatedAssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            —
            
            
            $
            9,365
            
            
            $
            1,345
            
            
            $
            1,409
            
            
            $
            —
            
            
            $
            12,119Accounts
      receivable, net
            
            
            —
            
            
            
            113,471
            
            
            
            163,242
            
            
            
            4,603
            
            
            
            —
            
            
            
            281,316Inventories
            
            
            —
            
            
            
            67,613
            
            
            
            80,563
            
            
            
            1,409
            
            
            
            —
            
            
            
            149,585Notes
      receivable from subsidiaries
            
            
            —
            
            
            
            36,938
            
            
            
            —
            
            
            
            —
            
            
            
            (36,938
            )
            
            
            —Prepaid
      and other current assets
            
            
            —
            
            
            
            64,989
            
            
            
            13,971
            
            
            
            2,715
            
            
            
            —
            
            
            
            81,675Total
      current assets
            
            
            —
            
            
            
            292,376
            
            
            
            259,121
            
            
            
            10,136
            
            
            
            (36,938
            )
            
            
            524,695Investment
      in subsidiaries
            
            
            (178,973
            )
            
            
            1,482,319
            
            
            
            3,928
            
            
            
            6,725
            
            
            
            (1,313,999
            )
            
            
            —Property,
      plant and equipment, net
            
            
            —
            
            
            
            143,056
            
            
            
            270,659
            
            
            
            367
            
            
            
            —
            
            
            
            414,082Goodwill
            
            
            —
            
            
            
            29,244
            
            
            
            305,466
            
            
            
            —
            
            
            
            —
            
            
            
            334,710Other
      intangible assets, net
            
            
            —
            
            
            
            8,044
            
            
            
            290,528
            
            
            
            —
            
            
            
            —
            
            
            
            298,572Other
      assets, net
            
            
            —
            
            
            
            22,255
            
            
            
            6,526
            
            
            
            345
            
            
            
            —
            
            
            
            29,126Total
      assets
            
            $
            (178,973
            )
            
            $
            1,977,294
            
            
            $
            1,136,228
            
            
            $
            17,573
            
            
            $
            (1,350,937
            )
            
            $
            1,601,185Liabilities
      and Shareholders’ Equity (Deficit)Current
      liabilities:Current
      maturities of long-term debt
            
            $
            —
            
            
            $
            10,537
            
            
            $
            10,908
            
            
            $
            —
            
            
            $
            —
            
            
            $
            21,445Accounts
      payable
            
            
            —
            
            
            
            84,836
            
            
            
            87,484
            
            
            
            2,570
            
            
            
            —
            
            
            
            174,890Accrued
      compensation and related liabilities
            
            
            —
            
            
            
            16,136
            
            
            
            16,379
            
            
            
            —
            
            
            
            —
            
            
            
            32,515Other
      current liabilities
            
            
            —
            
            
            
            71,513
            
            
            
            20,214
            
            
            
            702
            
            
            
            —
            
            
            
            92,429Intercompany
      payable (receivable)
            
            
            —
            
            
            
            741,023
            
            
            
            (745,474
            )
            
            
            4,451
            
            
            
            —
            
            
            
            —Notes
      payable to issuer
            
            
            —
            
            
            
            —
            
            
            
            36,938
            
            
            
            —
            
            
            
            (36,938
            )
            
            
            —Total
      current liabilities
            
            
            —
            
            
            
            924,045
            
            
            
            (573,551
            )
            
            
            7,723
            
            
            
            (36,938
            )
            
            
            321,279Long-term
      debt
            
            
            —
            
            
            
            1,237,086
            
            
            
            23,116
            
            
            
            —
            
            
            
            —
            
            
            
            1,260,202Deferred
      income tax liability (asset)
            
            
            —
            
            
            
            (60,468
            )
            
            
            97,699
            
            
            
            (803
            )
            
            
            —
            
            
            
            36,428Other
      liabilities
            
            
            —
            
            
            
            55,604
            
            
            
            106,645
            
            
            
            —
            
            
            
            —
            
            
            
            162,249Shareholders’
      equity (deficit)
            
            
            (178,973
            )
            
            
            (178,973
            )
            
            
            1,482,319
            
            
            
            10,653
            
            
            
            (1,313,999
            )
            
            
            (178,973
            )Total
      liabilities and shareholders’equity (deficit)
            
            $
            (178,973
            )
            
            $
            1,977,294
            
            
            $
            1,136,228
            
            
            $
            17,573
            
            
            $
            (1,350,937
            )
            
            $
            1,601,185







24


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.
Financial Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS


For
the three months ended October 3, 2009


(in
thousands)





Parent
              Company
            
            
            Subsidiary
              Issuer
            
            
            Guarantor
              Subsidiaries
            
            
            Non-
              Guarantor
              Subsidiaries
            
            
            Eliminations
            
            
            ConsolidatedNet
      sales
            
            $
            —
            
            
            $
            193,278
            
            
            $
            249,861
            
            
            $
            4,900
            
            
            $
            —
            
            
            $
            448,039Cost
      of sales
            
            
            —
            
            
            
            161,391
            
            
            
            194,715
            
            
            
            3,237
            
            
            
            —
            
            
            
            359,343Selling,
      general and administrative expenses
            
            
            —
            
            
            
            28,725
            
            
            
            23,743
            
            
            
            102
            
            
            
            —
            
            
            
            52,570Amortization
      of intangible assets
            
            
            —
            
            
            
            111
            
            
            
            2,476
            
            
            
            —
            
            
            
            —
            
            
            
            2,587Restructuring,
      impairment and other charges
            
            
            —
            
            
            
            7,485
            
            
            
            1,052
            
            
            
            —
            
            
            
            —
            
            
            
            8,537Operating
      income (loss)
            
            
            —
            
            
            
            (4,434
            )
            
            
            27,875
            
            
            
            1,561
            
            
            
            —
            
            
            
            25,002Interest
      expense (income), net
            
            
            —
            
            
            
            28,714
            
            
            
            345
            
            
            
            (22
            )
            
            
            —
            
            
            
            29,037Intercompany
      interest expense (income)
            
            
            —
            
            
            
            (243
            )
            
            
            243
            
            
            
            —
            
            
            
            —
            
            
            
            —Other
      (income) expense, net
            
            
            —
            
            
            
            114
            
            
            
            129
            
            
            
            23
            
            
            
            —
            
            
            
            266Income
      (loss) from continuing operations before income taxes and equity in income
      of unconsolidated subsidiaries
            
            
            —
            
            
            
            (33,019
            )
            
            
            27,158
            
            
            
            1,560
            
            
            
            —
            
            
            
            (4,301
            )Income
      tax expense
            
            
            —
            
            
            
            3,083
            
            
            
            1,039
            
            
            
            9
            
            
            
            —
            
            
            
            4,131Income
      (loss) from continuing operations before equity in income of
      unconsolidated subsidiaries
            
            
            —
            
            
            
            (36,102
            )
            
            
            26,119
            
            
            
            1,551
            
            
            
            —
            
            
            
            (8,432
            )Equity
      in income of unconsolidated subsidiaries
            
            
            1,073
            
            
            
            27,670
            
            
            
            1,551
            
            
            
            —
            
            
            
            (30,294
            )
            
            
            —Income
      (loss) from continuing operations
            
            
            1,073
            
            
            
            (8,432
            )
            
            
            27,670
            
            
            
            1,551
            
            
            
            (30,294
            )
            
            
            (8,432
            )Income from
      discontinued operations, net of taxes
            
            
            —
            
            
            
            9,505
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            9,505Net
      income (loss)
            
            $
            1,073
            
            
            $
            1,073
            
            
            $
            27,670
            
            
            $
            1,551
            
            
            $
            (30,294
            )
            
            $
            1,073






25


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.
Financial Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS


For
the nine months ended October 3, 2009


(in
thousands)


Non-Parent
            
            
            Subsidiary
            
            
            Guarantor
            
            
            GuarantorCompany
            
            
            Issuer
            
            
            Subsidiaries
            
            
            Subsidiaries
            
            
            Eliminations
            
            
            ConsolidatedNet
      sales
            
            $
            —
            
            
            $
            567,878
            
            
            $
            675,563
            
            
            $
            14,342
            
            
            $
            —
            
            
            $
            1,257,783Cost
      of sales
            
            
            —
            
            
            
            478,523
            
            
            
            540,053
            
            
            
            9,448
            
            
            
            —
            
            
            
            1,028,024Selling,
      general and administrative expenses
            
            
            —
            
            
            
            88,417
            
            
            
            64,746
            
            
            
            292
            
            
            
            —
            
            
            
            153,455Amortization
      of intangible assets
            
            
            —
            
            
            
            320
            
            
            
            6,938
            
            
            
            —
            
            
            
            —
            
            
            
            7,258Restructuring,
      impairment and other charges
            
            
            —
            
            
            
            31,098
            
            
            
            18,202
            
            
            
            —
            
            
            
            —
            
            
            
            49,300Operating
      income (loss)
            
            
            —
            
            
            
            (30,480
            )
            
            
            45,624
            
            
            
            4,602
            
            
            
            —
            
            
            
            19,746Interest
      expense (income), net
            
            
            —
            
            
            
            78,220
            
            
            
            1,227
            
            
            
            (58
            )
            
            
            —
            
            
            
            79,389Intercompany
      interest expense (income)
            
            
            —
            
            
            
            (831
            )
            
            
            831
            
            
            
            —
            
            
            
            —
            
            
            
            —(Gain)
      loss on early extinguishment of debt
            
            
            —
            
            
            
            (16,917
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (16,917
            )Other
      (income) expense, net
            
            
            —
            
            
            
            566
            
            
            
            (3,088
            )
            
            
            202
            
            
            
            —
            
            
            
            (2,320
            )Income
      (loss) from continuing operations before income taxes and equity in income
      of unconsolidated subsidiaries
            
            
            —
            
            
            
            (91,518
            )
            
            
            46,654
            
            
            
            4,458
            
            
            
            —
            
            
            
            (40,406
            )Income
      tax (benefit) expense
            
            
            —
            
            
            
            (13,047
            )
            
            
            1,892
            
            
            
            1,209
            
            
            
            —
            
            
            
            (9,946
            )Income
      (loss) from continuing operations before equity in income of
      unconsolidated subsidiaries
            
            
            —
            
            
            
            (78,471
            )
            
            
            44,762
            
            
            
            3,249
            
            
            
            —
            
            
            
            (30,460
            )Equity
      in income of unconsolidated subsidiaries
            
            
            (21,490
            )
            
            
            48,011
            
            
            
            3,249
            
            
            
            —
            
            
            
            (29,770
            )
            
            
            —Income
      (loss) from continuing operations
            
            
            (21,490
            )
            
            
            (30,460
            )
            
            
            48,011
            
            
            
            3,249
            
            
            
            (29,770
            )
            
            
            (30,460
            )Income from
      discontinued operations, net of taxes
            
            
            —
            
            
            
            8,970
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            8,970Net
      income (loss)
            
            $
            (21,490
            )
            
            $
            (21,490
            )
            
            $
            48,011
            
            
            $
            3,249
            
            
            $
            (29,770
            )
            
            $
            (21,490
            )




26


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.
Financial Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS


For
the nine months ended October 3, 2009


(in
thousands)




Non-Parent
            
            
            Subsidiary
            
            
            Guarantor
            
            
            GuarantorCompany
            
            
            Issuer
            
            
            Subsidiaries
            
            
            Subsidiaries
            
            
            Eliminations
            
            
            ConsolidatedCash
      flows from operating activities:Net
      cash provided by (used in) operating activities
            
            $
            10,817
            
            
            $
            (68,981
            )
            
            $
            88,028
            
            
            $
            3,470
            
            
            $
            —
            
            
            $
            33,334Cash
      flows from investing activities:Capital
      expenditures
            
            
            —
            
            
            
            (9,074
            )
            
            
            (14,445
            )
            
            
            —
            
            
            
            —
            
            
            
            (23,519
            )Cost
      of business acquisitions, net of cash acquired
            
            
            —
            
            
            
            (3,189
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (3,189
            )Intercompany
      note
            
            
            —
            
            
            
            2,257
            
            
            
            —
            
            
            
            —
            
            
            
            (2,257
            )
            
            
            —Investment
      in guarantor subsidiary preferred shares
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (6,725
            )
            
            
            6,725
            
            
            
            —Proceeds
      from sale of property, plant and equipment
            
            
            —
            
            
            
            5,139
            
            
            
            570
            
            
            
            —
            
            
            
            —
            
            
            
            5,709Proceeds
      from sale of investment
            
            
            —
            
            
            
            —
            
            
            
            4,032
            
            
            
            —
            
            
            
            —
            
            
            
            4,032Net
      cash (used in) provided by investing activities
            
            
            —
            
            
            
            (4,867
            )
            
            
            (9,843
            )
            
            
            (6,725
            )
            
            
            4,468
            
            
            
            (16,967
            )Cash
      flows from financing activities:Repayment
      of 83⁄8% senior subordinated notes
            
            
            —
            
            
            
            (23,024
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (23,024
            )Repayment
      of term loans
            
            
            —
            
            
            
            (22,839
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (22,839
            )Payment
      of amendment and debt issuance costs
            
            
            —
            
            
            
            (7,296
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (7,296
            )Repayments
      of other long-term debt
            
            
            —
            
            
            
            (364
            )
            
            
            (6,615
            )
            
            
            —
            
            
            
            —
            
            
            
            (6,979
            )Repayment
      of 77⁄8% senior subordinated notes
            
            
            —
            
            
            
            (4,295
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (4,295
            )Repayment
      of 101⁄2% senior notes
            
            
            —
            
            
            
            (3,250
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (3,250
            )Purchase
      and retirement of common stock upon vesting of RSUs
            
            
            (2,028
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (2,028
            )Payment
      of fees on repurchase and retirement of debt
            
            
            —
            
            
            
            (94
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (94
            )Borrowings
      under revolving credit facility, net
            
            
            ―
            
            
            
            55,250
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            55,250Proceeds
      from exercise of stock options
            
            
            98
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            98Proceeds
      from issuance of preferred shares
            
            
            —
            
            
            
            —
            
            
            
            6,725
            
            
            
            ―
            
            
            
            (6,725
            )
            
            
            —Intercompany
      note
            
            
            —
            
            
            
            —
            
            
            
            (2,257
            )
            
            
            —
            
            
            
            2,257
            
            
            
            —Intercompany
      advances
            
            
            (8,887
            )
            
            
            84,410
            
            
            
            (75,523
            )
            
            
            —
            
            
            
            —
            
            
            
            —Net
      cash (used in) provided by financing activities
            
            
            (10,817
            )
            
            
            78,498
            
            
            
            (77,670
            )
            
            
            —
            
            
            
            (4,468
            )
            
            
            (14,457
            )Effect
      of exchange rate changes on cash and cash equivalents
            
            
            —
            
            
            
            —
            
            
            
            (223
            )
            
            
            (12
            )
            
            
            —
            
            
            
            (235
            )Net
      increase (decrease) in cash and cash equivalents
            
            
            —
            
            
            
            4,650
            
            
            
            292
            
            
            
            (3,267
            )
            
            
            —
            
            
            
            1,675Cash
      and cash equivalents at beginning of period
            
            
            —
            
            
            
            4,715
            
            
            
            1,053
            
            
            
            4,676
            
            
            
            —
            
            
            
            10,444Cash
      and cash equivalents at end of period
            
            $
            —
            
            
            $
            9,365
            
            
            $
            1,345
            
            
            $
            1,409
            
            
            $
            —
            
            
            $
            12,119







27


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.
Financial Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING BALANCE SHEET


January
3, 2009


(in
thousands)




Non-Parent
            
            
            Subsidiary
            
            
            Guarantor
            
            
            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







28


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.
Financial Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS


For
the three months ended September 27, 2008


(in
thousands)







Non-Parent
            
            
            Subsidiary
            
            
            Guarantor
            
            
            GuarantorCompany
            
            
            Issuer
            
            
            Subsidiaries
            
            
            Subsidiaries
            
            
            Eliminations
            
            
            ConsolidatedNet
      sales
            
            $
            —
            
            
            $
            245,712
            
            
            $
            271,514
            
            
            $
            5,479
            
            
            $
            —
            
            
            $
            522,705Cost
      of sales
            
            
            —
            
            
            
            196,471
            
            
            
            206,761
            
            
            
            3,676
            
            
            
            —
            
            
            
            406,908Selling,
      general and administrative expenses
            
            
            —
            
            
            
            35,292
            
            
            
            23,056
            
            
            
            107
            
            
            
            —
            
            
            
            58,455Amortization
      of intangible assets
            
            
            —
            
            
            
            120
            
            
            
            2,173
            
            
            
            —
            
            
            
            —
            
            
            
            2,293Restructuring
      and impairment charges
            
            
            —
            
            
            
            5,316
            
            
            
            1,557
            
            
            
            —
            
            
            
            —
            
            
            
            6,873Operating
      income
            
            
            —
            
            
            
            8,513
            
            
            
            37,967
            
            
            
            1,696
            
            
            
            —
            
            
            
            48,176Interest
      expense (income), net
            
            
            —
            
            
            
            26,429
            
            
            
            403
            
            
            
            (37
            )
            
            
            —
            
            
            
            26,795Intercompany
      interest (income) expense
            
            
            —
            
            
            
            (615
            )
            
            
            615
            
            
            
            —
            
            
            
            —
            
            
            
            —(Gain)
      loss on early extinguishment of debt
            
            
            —
            
            
            
            (371
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (371
            )Other
      (income) expense, net
            
            
            —
            
            
            
            (442
            )
            
            
            (253
            )
            
            
            —
            
            
            
            —
            
            
            
            (695
            )Income
      (loss) from continuing operations before income taxes and equity in income
      of unconsolidated subsidiaries
            
            
            —
            
            
            
            (16,488
            )
            
            
            37,202
            
            
            
            1,733
            
            
            
            —
            
            
            
            22,447Income
      tax (benefit) expense
            
            
            —
            
            
            
            10,451
            
            
            
            (391
            )
            
            
            —
            
            
            
            —
            
            
            
            10,060Income
      (loss) from continuing operations before equity in income of
      unconsolidated subsidiaries
            
            
            —
            
            
            
            (26,939
            )
            
            
            37,593
            
            
            
            1,733
            
            
            
            —
            
            
            
            12,387Equity
      in income of unconsolidated subsidiaries
            
            
            12,328
            
            
            
            39,326
            
            
            
            1,733
            
            
            
            —
            
            
            
            (53,387
            )
            
            
            —Income
      (loss) from continuing operations
            
            
            12,328
            
            
            
            12,387
            
            
            
            39,326
            
            
            
            1,733
            
            
            
            (53,387
            )
            
            
            12,387Loss
      from discontinued operations, net of taxes
            
            
            —
            
            
            
            (59
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (59
            )Net
      income (loss)
            
            $
            12,328
            
            
            $
            12,328
            
            
            $
            39,326
            
            
            $
            1,733
            
            
            $
            (53,387
            )
            
            $
            12,328




29


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.
Financial Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS


For
the nine months ended September 27, 2008


(in
thousands)





Non-Parent
            
            
            Subsidiary
            
            
            Guarantor
            
            
            GuarantorCompany
            
            
            Issuer
            
            
            Subsidiaries
            
            
            Subsidiaries
            
            
            Eliminations
            
            
            ConsolidatedNet
      sales
            
            $
            —
            
            
            $
            748,907
            
            
            $
            817,585
            
            
            $
            15,042
            
            
            $
            —
            
            
            $
            1,581,534Cost
      of sales
            
            
            —
            
            
            
            612,897
            
            
            
            637,027
            
            
            
            10,688
            
            
            
            —
            
            
            
            1,260,612Selling,
      general and administrative expenses
            
            
            —
            
            
            
            107,988
            
            
            
            76,380
            
            
            
            453
            
            
            
            —
            
            
            
            184,821Amortization
      of intangible assets
            
            
            —
            
            
            
            343
            
            
            
            6,404
            
            
            
            —
            
            
            
            —
            
            
            
            6,747Restructuring,
      impairment and other charges
            
            
            —
            
            
            
            19,767
            
            
            
            2,280
            
            
            
            —
            
            
            
            —
            
            
            
            22,047Operating
      income
            
            
            —
            
            
            
            7,912
            
            
            
            95,494
            
            
            
            3,901
            
            
            
            —
            
            
            
            107,307Interest
      expense (income), net
            
            
            —
            
            
            
            78,679
            
            
            
            1,331
            
            
            
            (62
            )
            
            
            —
            
            
            
            79,948Intercompany
      interest (income) expense
            
            
            —
            
            
            
            (1,712
            )
            
            
            1,712
            
            
            
            —
            
            
            
            —
            
            
            
            —Loss
      on early extinguishment of debt
            
            
            —
            
            
            
            3,871
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            3,871Other
      expense, net
            
            
            —
            
            
            
            140
            
            
            
            289
            
            
            
            —
            
            
            
            —
            
            
            
            429Income
      (loss) from continuing operations before income taxes and equity in income
      of unconsolidated subsidiaries
            
            
            —
            
            
            
            (73,066
            )
            
            
            92,162
            
            
            
            3,963
            
            
            
            —
            
            
            
            23,059Income
      tax expense
            
            
            —
            
            
            
            6,241
            
            
            
            4,108
            
            
            
            —
            
            
            
            —
            
            
            
            10,349Income
      (loss) from continuing operations before equity in income of
      unconsolidated subsidiaries
            
            
            —
            
            
            
            (79,307
            )
            
            
            88,054
            
            
            
            3,963
            
            
            
            —
            
            
            
            12,710Equity
      in income of unconsolidated subsidiaries
            
            
            11,596
            
            
            
            92,017
            
            
            
            3,963
            
            
            
            —
            
            
            
            (107,576
            )
            
            
            —Income
      (loss) from continuing operations
            
            
            11,596
            
            
            
            12,710
            
            
            
            92,017
            
            
            
            3,963
            
            
            
            (107,576
            )
            
            
            12,710Loss
      from discontinued operations, net of taxes
            
            
            —
            
            
            
            (1,114
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (1,114
            )Net
      income (loss)
            
            $
            11,596
            
            
            $
            11,596
            
            
            $
            92,017
            
            
            $
            3,963
            
            
            $
            (107,576
            )
            
            $
            11,596







30


CENVEO,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




14.
Financial Information for Subsidiary Issuer, Guarantor and Non-Guarantor
Subsidiaries (Continued)





CENVEO,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS


For
the nine months ended September 27, 2008


(in
thousands)




Non-Parent
            
            
            Subsidiary
            
            
            Guarantor
            
            
            GuarantorCompany
            
            
            Issuer
            
            
            Subsidiaries
            
            
            Subsidiaries
            
            
            Eliminations
            
            
            ConsolidatedCash
      flows from operating activities:Net
      cash provided by operating activities
            
            $
            12,940
            
            
            $
            5,114
            
            
            $
            128,873
            
            
            $
            2,487
            
            
            $
            —
            
            
            $
            149,414Cash
      flows from investing activities:Cost
      of business acquisitions, net of cash acquired
            
            
            —
            
            
            
            (47,151
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (47,151
            )Capital
      expenditures
            
            
            —
            
            
            
            (18,172
            )
            
            
            (19,610
            )
            
            
            —
            
            
            
            —
            
            
            
            (37,782
            )Acquisition
      payments
            
            
            —
            
            
            
            (3,653
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (3,653
            )Proceeds
      from sale of property, plant and equipment
            
            
            —
            
            
            
            17,944
            
            
            
            314
            
            
            
            —
            
            
            
            —
            
            
            
            18,258Intercompany
      note
            
            
            —
            
            
            
            1,914
            
            
            
            —
            
            
            
            —
            
            
            
            (1,914
            )
            
            
            —Net
      cash used in investing activities
            
            
            —
            
            
            
            (49,118
            )
            
            
            (19,296
            )
            
            
            —
            
            
            
            (1,914
            )
            
            
            (70,328
            )Cash
      flows from financing activities:Repayment
      of senior unsecured loan
            
            
            —
            
            
            
            (175,000
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (175,000
            )Repayments
      under revolving credit facility, net
            
            
            —
            
            
            
            (65,200
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (65,200
            )Repayment
      of term loans
            
            
            —
            
            
            
            (5,400
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (5,400
            )Repayments
      of other long-term debt
            
            
            —
            
            
            
            (1,710
            )
            
            
            (14,825
            )
            
            
            —
            
            
            
            —
            
            
            
            (16,535
            )Payment
      of debt issuance costs
            
            
            —
            
            
            
            (5,297
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (5,297
            )Purchase
      and retirement of common stock upon vesting of RSUs
            
            
            (1,055
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (1,055
            )Tax
      liability from stock compensation
            
            
            (873
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (873
            )Proceeds
      from issuance of 101⁄2% senior
      notes
            
            
            —
            
            
            
            175,000
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            175,000Proceeds
      from issuance of other long-term debt
            
            
            —
            
            
            
            5,338
            
            
            
            6,000
            
            
            
            —
            
            
            
            —
            
            
            
            11,338Proceeds
      from exercise of stock options
            
            
            1,873
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            1,873Intercompany
      note
            
            
            —
            
            
            
            —
            
            
            
            (1,914
            )
            
            
            —
            
            
            
            1,914
            
            
            
            —Intercompany
      advances
            
            
            (12,885
            )
            
            
            111,778
            
            
            
            (99,042
            )
            
            
            149
            
            
            
            —
            
            
            
            —Net
      cash (used in) provided by financing activities
            
            
            (12,940
            )
            
            
            39,509
            
            
            
            (109,781
            )
            
            
            149
            
            
            
            1,914
            
            
            
            (81,149
            )Net
      (decrease) increase in cash and cash equivalents
            
            
            —
            
            
            
            (4,495
            )
            
            
            (204
            )
            
            
            2,636
            
            
            
            —
            
            
            
            (2,063
            )Cash
      and cash equivalents at beginning of period
            
            
            —
            
            
            
            13,091
            
            
            
            882
            
            
            
            1,909
            
            
            
            —
            
            
            
            15,882Cash
      and cash equivalents at end of period
            
            $
            —
            
            
            $
            8,596
            
            
            $
            678
            
            
            $
            4,545
            
            
            $
            —
            
            
            $
            13,819







31


Item 2.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations




This
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, of Cenveo, Inc. and its subsidiaries, which we refer to as Cenveo,
we, our, and us, should be read in conjunction with the accompanying unaudited
condensed consolidated financial statements included in Item 1. “Financial
Statements” and Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our Annual Report on Form 10-K, filed
with the Securities and Exchange Commission, which we refer to as the SEC, on
March 19, 2009, for the fiscal year ended January 3, 2009, which we refer to as
our 2008 Form 10-K. Item 7 of our 2008 Form 10-K describes the application of
our critical accounting policies, for which there have been no significant
changes as of October 3, 2009.




Forward-Looking
Statements




Certain
statements in this report may constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally can be identified by the use of terminology such as “may,”
“expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or
“continue” and similar expressions, or as other statements that do not relate
solely to historical facts. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that could cause
actual results to differ materially from what is expressed or forecasted in
these forward-looking statements. In view of such uncertainties, investors
should not place undue reliance on our forward-looking statements. Such
statements speak only as of the date they were made, and we undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.




Factors
that could cause actual results to differ materially from management’s
expectations include, without limitation: (i) a decline of our consolidated or
individual reporting units operating performance as a result of the current
economic environment could affect the results of our operations and financial
position, including the impairment of our goodwill and other long-lived assets;
(ii) our substantial indebtedness could impair our financial condition and
prevent us from fulfilling our business obligations; (iii) our ability to
service or refinance our debt; (iv) the terms of our indebtedness imposing
significant restrictions on our operating and financial flexibility; (v)
additional borrowings are available to us that could further exacerbate our risk
exposure from debt;  (vi) our ability to successfully integrate
acquisitions; (vii) intense competition in our industry; (viii) the general
absence of long-term customer agreements in our industry, subjecting our
business to quarterly and cyclical fluctuations; (ix) factors affecting the U.S.
postal services impacting demand for our products; (x) the availability of the
Internet and other electronic media affecting demand for our products; (xi)
increases in paper costs and decreases in its availability; (xii) our labor
relations; (xiii) compliance with environmental rules and regulations; and (xiv)
dependence on key management personnel. This list of factors is not exhaustive,
and new factors may emerge or changes to the foregoing factors may occur that
would impact our business. Additional information regarding these and other
factors can be found elsewhere in this report and in our other filings with the
SEC.




Business
Overview




We are
the third largest diversified printing company in North America. Our broad
portfolio of products includes labels and forms manufacturing, packaging and
publisher offerings, envelope production, and printing. We operate from a global
network of 72 printing and manufacturing, content management and distribution
facilities, which we refer to as manufacturing facilities, serving a diverse
base of over 100,000 customers. Since current management took over in late 2005,
we have consolidated and closed plants, centralized and leveraged our purchasing
spend, sought operational efficiencies and reduced corporate and field staff. In
addition, we have made investments in our businesses through acquisition of
highly complementary companies and capital expenditures, while also divesting
non-strategic businesses.




We
operate our business in two complementary segments: envelopes, forms and labels
and commercial printing.




Envelopes,
Forms and Labels




We are
the largest North American prescription labels manufacturer for the retail
pharmacy chains, a leading forms and labels provider, and  one of the
largest North American envelope manufacturers. On September 15, 2009, we added
to our envelopes, forms and labels business with the acquisition of Nashua
Corporation, which we refer to as Nashua. Prior to our acquisition, Nashua had
annual revenues of approximately $265 million. Our envelopes, forms and labels
segment represented 47% and 46% of our net sales for the three and nine months
ended October 3, 2009. The segment operates 36 manufacturing facilities in North
America and primarily specializes in the design, manufacturing and printing
of:




·
            custom
      labels and specialty forms; ·
              stock
      envelopes, labels and business forms;
and
 ·
              direct
      mail and customized envelopes for advertising, billing and
      remittance.





32




Our
envelopes, forms and labels segment serves customers ranging from Fortune 50
companies to middle market and small companies serving niche markets. We produce
pressure-sensitive prescription labels for the retail pharmacy chain
market.  We print a diverse line of custom labels and specialty forms
for a broad range of industries including manufacturing, warehousing, packaging,
food and beverage, and health and beauty, which we sell through an extensive
network of resale distributors.  We produce a diverse line of custom
products for our small and mid-size business forms and labels customers,
including both traditional and specialty forms and labels for use with desktop
PCs and laser printers.  Our printed office products include business
documents, specialty documents and short-run secondary labels, which are made of
paper or film affixed with pressure sensitive adhesive and are used for mailing,
messaging, bar coding and other applications, by large through smaller-sized
customers across a wide spectrum of industries. We produce a broad line of stock
envelopes, labels and traditional business forms that are sold through
independent distributors, contract stationers, national catalogs for the office
products market and office products superstores. We also offer direct mail
products used for customer solicitations and custom envelopes used for billing
and remittance by end users including banks, brokerage firms and credit card
companies in addition to a broad group of other customers in varying
industries.




Commercial
Printing




We are
one of the leading commercial printing companies in North America and one of the
largest providers of editorial, content processing and production assistance to
scientific, technical and medical publishers, which we refer to as STM
publishers.  On March 31, 2008, we added to our commercial printing
business with the acquisition of Rex Corporation and its manufacturing facility,
which we refer to as Rex. Prior to our acquisition, Rex had annual revenues of
approximately $40 million. Our commercial printing segment represented 53% and
54% of our net sales for the three and nine months ended October 3,
2009.  The segment operates 36 manufacturing facilities in the United
States, Canada, Latin America and Asia and provides one-stop print, design and
content management offerings, including:





·
            specialty
      packaging and high quality promotional materials for multinational
      consumer products companies;


·
            STM
      publishers and special interest and trade magazines for not-for-profit
      organizations, educational institutions and specialty publishers;
      and


·
            high-end
      color printing of a wide range of premium products for national and
      regional customers; and


·
            general
      commercial printing for regional and local
  customers.




Our
commercial printing segment primarily serves the consumer products,
pharmaceutical, financial services, publishing and telecommunications
industries, with customers ranging from Fortune 50 companies to middle market
and small companies operating in niche markets.  We provide a wide
array of commercial print offerings to our customers including electronic
prepress, digital asset archiving, direct-to-plate technology, high-quality
color printing on web and sheet-fed presses and digital printing. The broad
array of commercial printing products we produce also includes specialty
packaging, journals and specialized periodicals, annual reports, car brochures,
direct mail products, advertising literature, corporate identity materials,
financial printing, books, directories, calendars, brand marketing materials,
catalogs, and maps.  In our journal and specialty magazine business,
we offer complete solutions, including editing, content processing, content
management, electronic peer review, production and reprint
marketing.  Our primary customers for our specialty packaging and
promotional products are pharmaceutical, apparel, food and confection and other
large multi-national consumer product companies.




Consolidated
Operating Results




Management’s
Discussion and Analysis of Financial Condition and Results of Operations
includes an overview of our unaudited condensed consolidated operating results
for the three and nine month periods ended October 3, 2009 and September 27,
2008, respectively, followed by a discussion that reflects the operating results
of each of our reportable segments for the same period. Our results for the
three and nine months periods ended October 3, 2009, include the operating
results of Nashua from the September 15, 2009 acquisition date. Our results for
the nine month period ended September 27, 2008 include the operating results of
Rex from the March 31, 2008 acquisition date.




33


During
the first nine months of 2009, the economic downturn that accelerated in the
second half of 2008 continued to significantly impact the results of our
operations. Our commercial printing segment experienced volume declines as
compared to the prior year in substantially all of the markets we serve
primarily due to the economic downturn, excess capacity and intense pricing
pressures.  Our envelopes, forms and labels segment experienced volume
declines as compared to the prior year primarily due to the economic downturn
and our financial services customers who historically reached targeted customers
via our direct mail capabilities suspending this practice.  In order
to compete effectively in this current environment, we continue to focus on
improving productivity and creating operating efficiencies by reducing our
costs. For example, in the first nine months of 2009, we reduced our employee
headcount by approximately 1,400, primarily resulting from the closure of three
envelope plants, two commercial printing plants, a forms plant, and a content
facility and consolidated them into existing operations.




The
current U.S. and global economic conditions have affected and, most likely, will
continue to affect our results of operations and financial position. The
uncertainties about future economic conditions in a very challenging environment
make it more difficult for us to forecast our operating results. We are pursuing
additional cost savings opportunities in an effort to mitigate the impacts of
the current economic conditions and to ensure our cost structure is aligned with
our estimated net sales.




A summary
of our unaudited condensed consolidated statements of operations is presented
below. The summary presents reported net sales and operating income by our
reportable segments. See Segment Operations below for a summary of net sales and
operating income of our reportable segments that we use internally to assess our
operating performance. Our fiscal quarters end on the Saturday closest to the
last day of the calendar month. Our reporting periods for the third quarter of
2009 and 2008 consisted of 14 and 13 weeks, respectively, and our reporting
periods for the nine months ended October 3, 2009 and September 27, 2008
consisted of 39 weeks.




Three
      Months Ended
                
                
                Nine
      Months EndedOctober 3,

                  2009
                
                
                September
      27,
                    2008
                
                
                October 3,

                  2009
                
                
                September
      27,
                    2008(in
      thousands, except
                  per
      share amounts)
                
                
                (in
      thousands, except
                  per
      share amounts)Net
      sales
                
                $
                448,039
                
                
                $
                522,705
                
                
                $
                1,257,783
                
                
                $
                1,581,534Operating
      income:Envelopes,
      forms and labels
                
                
                19,872
                
                
                
                35,947
                
                
                
                38,925
                
                
                
                93,807Commercial
      printing
                
                
                14,364
                
                
                
                23,056
                
                
                
                8,386
                
                
                
                47,598Corporate
                
                
                (9,234
                )
                
                
                (10,827
                )
                
                
                (27,565
                )
                
                
                (34,098
                )Total
      Operating income
                
                
                25,002
                
                
                
                48,176
                
                
                
                19,746
                
                
                
                107,307Interest
      expense, net
                
                
                29,037
                
                
                
                26,795
                
                
                
                79,389
                
                
                
                79,948(Gain)
      loss on early extinguishment of debt
                
                
                —
                
                
                
                (371
                )
                
                
                (16,917
                )
                
                
                3,871Other
      (income) expense, net
                
                
                266
                
                
                
                (695
                )
                
                
                (2,320
                )
                
                
                429Income
      (loss) from continuing operations before income taxes
                
                
                (4,301
                )
                
                
                22,447
                
                
                
                (40,406
                )
                
                
                23,059Income
      tax (benefit) expense
                
                
                4,131
                
                
                
                10,060
                
                
                
                (9,946
                )
                
                
                10,349Income
      (loss) from continuing operations
                
                
                (8,432
                )
                
                
                12,387
                
                
                
                (30,460
                )
                
                
                12,710Income
      (loss) from discontinued operations, net oftaxes
                
                
                9,505
                
                
                
                (59
                )
                
                
                8,970
                
                
                
                (1,114
                )Net
      income (loss)
                
                $
                1,073
                
                
                $
                12,328
                
                
                $
                (21,490
                )
                
                $
                11,596Income
      (loss) per share—basic:Continuing
      operations
                
                $
                (0.15
                )
                
                $
                0.23
                
                
                $
                (0.55
                )
                
                $
                0.24Discontinued
      operations
                
                
                0.17
                
                
                
                —
                
                
                
                0.16
                
                
                
                (0.02
                )Net
      income (loss)
                
                $
                0.02
                
                
                $
                0.23
                
                
                $
                (0.39
                )
                
                $
                0.22Income
      (loss) per share—diluted:Continuing
      operations
                
                $
                (0.15
                )
                
                $
                0.23
                
                
                $
                (0.55
                )
                
                $
                0.23Discontinued
      operations
                
                
                0.17
                
                
                
                —
                
                
                
                0.16
                
                
                
                (0.02
                )Net
      income (loss)
                
                $
                0.02
                
                
                $
                0.23
                
                
                $
                (0.39
                )
                
                $
                0.21




34


Net
Sales




Net sales
decreased $74.7 million in the third quarter of 2009, as compared to 2008, due
to lower sales from our commercial printing segment of $62.4 million and from
our envelopes, forms and labels segment of $12.3 million. These decreases were
primarily due to volume declines, pricing pressures, changes in product mix
and lower material costs, primarily due to the current general economic
conditions and lost sales resulting from plant closures as part of our
restructuring plans, partially offset by having one more week in the third
quarter of 2009, as compared to the third quarter of 2008 and sales generated
for envelopes, forms and labels, from the integration of Nashua into our
operations, as Nashua was not included in our results in the third quarter of
2008.




Net sales
for the nine months ended October 3, 2009 decreased $323.8 million, as compared
to 2008, due to lower sales from our commercial printing segment of $214.5
million and from our envelopes, forms and labels segment of $109.2 million.
These decreases were primarily due to volume declines, pricing
pressures, changes in product mix and lower material costs, primarily due
to the current general economic conditions and lost sales resulting from plant
closures as part of our restructuring plans, partially offset by sales generated
for envelopes, forms and labels from the integration of Nashua into our
operations, as Nashua was not included in our results in 2008.




See
Segment Operations below for a detailed discussion of the primary factors
affecting the change in our net sales by reportable segment.




Operating
Income




Operating
income decreased $23.2 million in the third quarter of 2009, as compared to
2008. This decrease was primarily due to lower operating income for our
envelopes, forms and labels segment of $16.1 million and our commercial printing
segment of $8.7 million. These declines were primarily due to the current
general economic conditions and increased restructuring and impairment charges,
partially offset by having one more week in the third quarter of 2009, as
compared to the third quarter of 2008.





Operating
income for the nine months ended October 3, 2009 decreased $87.6 million, as
compared to 2008. This decrease was primarily due to lower operating income for
our envelopes, forms and labels segment of $54.9 million and our commercial
printing segment of $39.2 million. These declines were primarily due to the
current general economic conditions and increased restructuring and impairment
charges.





See
Segment Operations below for a more detailed discussion of the primary factors
affecting the changes in operating income by reportable segment.





Interest
Expense





Interest
expense increased $2.2 million to $29.0 million in the third quarter of 2009, as
compared to $26.8 million in the third quarter of 2008. This increase was
primarily due to (i) higher interest rates resulting from the amendment, which
we refer to as the Amendment, of our revolving credit facility due 2012, which
we refer to as the Revolving Credit Facility, and our term loan and delayed-draw
term loan due 2013, which we refer to as the Term Loans, and collectively with
our Revolving Credit Facility, the Amended Credit Facilities, which became
effective on April 24, 2009, and (ii) the fact that there was one more week of
interest expense. The increases were substantially offset by lower interest
expense due to: (i) the repurchase and retirement of a portion of our 83⁄8% senior
subordinated notes due 2014, which we refer to as the 83⁄8% Notes, 101⁄2% senior
notes due 2016, which we refer to as the 101⁄2% Notes, and 77⁄8% senior subordinated
notes due 2013, which we refer to as the 77⁄8% Notes, and collectively as the
Notes, and (ii) the repayment of our Term Loans (primarily from a mandatory
excess cash flow payment made in March 2009) and other debt. Interest expense in
the third quarter of 2009 reflected an average outstanding debt of $1.3 billion
and a weighted average interest rate of 7.8%, as compared to an average
outstanding debt of $1.4 billion and a weighted average interest rate of 7.3% in
the third quarter of 2008.





Interest
expense decreased $0.6 million to $79.4 million during the first nine months of
2009, as compared to $79.9 million in the first nine months of 2008. This
decrease was primarily due to our lower outstanding average debt balance,
primarily due to the repurchases of the Notes and a mandatory excess cash flow
payment made on our Term Loans. These decreases were partially offset by the
increase in interest expense as a result of the Amendment in April
2009.  Interest expense in the first nine months of 2009 reflected
average outstanding debt of  $1.3 billion and a weighted average
interest rate of 7.7%, as compared to an average outstanding debt of $1.4
billion and a weighted average interest rate of 7.2% during the first nine
months in 2008.





35


(Gain)
Loss on Early Extinguishment of Debt




For the
first nine months of 2009, we recognized gains on early extinguishment of debt
of $16.9 million, comprising gains of $21.9 million related to the repurchase
and retirement of principal amounts of $40.1 million of the 83⁄8% Notes; $7.1
million of the 77⁄8% Notes; and $5.0 million of the 101⁄2% Notes. These gains were
partially offset by the loss on early extinguishment of debt related to the
Amendment of $5.0 million, of which $3.9 million was related to fees paid to
consenting lenders and $1.1 million was related to the write-off of previously
unamortized debt issuance costs.





For the
first nine months of 2008 we incurred a loss on the early extinguishment of debt
of $3.9 million, which primarily resulted from the conversion of the $175.0
million senior unsecured loan due 2015, which we refer to as the Senior
Unsecured Loan, and the issuance of our $175.0 million 101⁄2% Notes, in the
second quarter of 2008.




Income
Taxes


Three
      Months Ended
              
              
              
              Nine
      Months EndedOctober
      3,
                2009
              
              
              
              September
      27, 2008
              
              
              
              October
      3,
                2009
              
              
              
              September
      27, 2008(in
      thousands)
              
              
              
              (in
      thousands)Income
      tax (benefit) expense for U.S. operations
              
              $
              3,723
              
              
              $
              9,955
              
              
              $
              (11,508
              )
              
              $
              9,959Income
      tax (benefit) expense for foreign operations
              
              
              408
              
              
              
              105
              
              
              
              1,562
              
              
              
              390Income
      tax (benefit) expense
              
              $
              4,131
              
              
              $
              10,060
              
              
              $
              (9,946
              )
              
              $
              10,349Effective
      income tax rate
              
              
              (96.0
              )%
              
              
              44.8
              %
              
              
              24.6
              %
              
              
              44.9
              %




In the
third quarter of 2009, we had income tax expense of $4.1 million, compared to
income tax expense of $10.1 million in the third quarter of 2008, which
primarily relates to income taxes on our domestic operations and discrete items.
In the first nine months of 2009, we had an income tax benefit of $9.9 million,
compared to income tax expense of $10.3 million in the first nine months of
2008, which primarily relates to income taxes on our domestic operations and
discrete items. Our effective tax rate for the three and nine months ended
October 3, 2009 was lower than the statutory federal rate, primarily due to
non-deductible expenses and state income taxes. During the third quarter
of 2009, we reduced our liability for uncertain tax positions by $12.1
million as a result of expiration of certain statute of limitations. There
is a reasonable possibility that within the next twelve months we may decrease
our liability for uncertain tax positions by $10.2 million due to the expiration
of certain statute of limitations.




We assess
the recoverability of our deferred tax assets and, based upon this assessment,
record a valuation allowance against deferred tax assets to the extent
recoverability does not satisfy the “more likely than not” recognition criteria.
We consider our recent operating results and anticipated future taxable income
in assessing the need for a valuation allowance. As of October 3, 2009, the
total valuation allowance on our net U.S. deferred tax assets was $37.0
million.




Segment
Operations




Our Chief
Executive Officer monitors the performance of the ongoing operations of our two
reportable segments. We assess performance based on net sales and operating
income. The summaries of net sales and operating income of our two reportable
segments are presented below.




Envelopes,
Forms and Labels


Three
      Months Ended
              
              
              
              Nine
      Months EndedOctober
      3,
                2009
              
              
              
              September
      27,
                2008
              
              
              
              October
      3,
                2009
              
              
              
              September
      27,
                2008(in
      thousands)
              
              
              
              (in
      thousands)Segment
      net sales
              
              
              
              $
              212,311
              
              
              $
              224,616
              
              
              $
              581,419
              
              
              $
              690,630Segment
      operating income
              
              
              
              $
              19,872
              
              
              $
              35,947
              
              
              $
              38,925
              
              
              $
              93,807Operating
      income margin
              
              
              
              
              9.4
              %
              
              
              16.0
              %
              
              
              6.7
              %
              
              
              13.6
              %Restructuring
      and impairment charges
              
              
              
              $
              1,117
              
              
              $
              2,244
              
              
              $
              13,333
              
              
              $
              4,766
  36
 Segment
Net Sales




Segment
net sales for our envelopes, forms and labels segment decreased $12.3 million,
or 5.5%, in the third quarter of 2009, as compared to 2008.  This decrease
was primarily due to the current general economic conditions, which has resulted
in: (i) lower sales volume of $23.7 million, primarily from our envelope
business, for which we have seen a shift from direct mail and customized
envelopes to generic transactional envelopes, and lost sales in connection with
the closure of three envelope plants that were integrated into our existing
envelope operations, and (ii) lower pricing and product mix of $2.7 million,
primarily due to pricing pressures in the current envelope marketplace and lower
material costs. These decreases were partially offset by (i) $14.1 million of
sales generated from the integration of Nashua into our operations, as Nashua
was not included in our results in the third quarter of 2008, and (ii) from one
more week of sales in the third quarter of 2009, as compared to the third
quarter of 2008.





Segment
net sales for our envelopes, forms and labels segment decreased $109.2 million,
or 15.8%, in the first nine months of 2009, as compared to 2008.  This
decrease was primarily due to: (i) lower sales volume of $118.5 million,
primarily due to the current general economic conditions, which have had a
significant impact on our envelope business, for which we have seen a shift from
direct mail and customized envelopes to generic transactional envelopes and lost
sales in connection with the closure of three envelope plants that were
integrated into our existing envelope operations, and (ii) lower pricing and
product mix of $4.8 million, primarily due to pricing pressures in the current
envelope marketplace and lower material costs. These decreases were partially
offset by $14.1 million of sales generated from the integration of Nashua into
our operations, as Nashua was not included in our results in 2008.




Segment
Operating Income




Segment
operating income for our envelopes, forms and labels segment decreased $16.1
million, or 44.7%, in the third quarter of 2009, as compared to 2008. This
decrease was primarily due to (i) lower gross margins of $16.7 million resulting
from the current general economic conditions, which has resulted in increased
pricing pressures, lower sales volumes and product mix changes from high color
direct mail envelopes to transactional envelope products, partially offset by
lower material costs, gross margins from Nashua, as Nashua was not included in
our results in the third quarter of 2008, and from one more week in the third
quarter of 2009, as compared to the third quarter of 2008, and (ii) higher
selling, general and administrative expenses of $0.5 million primarily from
Nashua, as Nashua was not included in our results for the third quarter of 2008,
and from one more week in the third quarter of 2009, as compared to the third
quarter of 2008, partially offset by our cost reduction programs. These
decreases were partially offset by lower restructuring and impairment charges of
$1.1 million.




Segment
operating income for our envelopes, forms and labels segment decreased $54.9
million, or 58.5%, in the first nine months of 2009, as compared to 2008. This
decrease was primarily due to (i) lower gross margins of $52.7 million,
primarily due to the current general economic conditions, which has resulted in
increased pricing pressures, lower sales volumes and product mix changes from
high color direct mail envelopes to transactional envelope products, partially
offset by lower material costs, gross margins from Nashua, as Nashua was not
included in our results for a full nine month period 2008, and (ii) increased
restructuring and impairment charges of $8.6 million, primarily due to the
closure of three envelope plants and one forms plant. These decreases were
partially offset by lower selling, general and administrative expenses of $6.4
million, primarily due to our cost reduction programs, lower commission expenses
resulting from lower sales, offset in part by selling, general and
administrative expenses from Nashua, which was not included in our results in
2008.




Commercial
Printing


Three
      Months Ended
                
                
                
                Nine
      Months EndedOctober
      3,
                  2009
                
                
                
                September
      27,
                  2008
                
                
                
                October
      3,
                  2009
                
                
                
                September
      27,
                  2008(in
      thousands)
                
                
                
                (in
      thousands)Segment
      net sales
                
                
                
                $
                235,728
                
                
                $
                298,089
                
                
                $
                676,364
                
                
                $
                890,904Segment
      operating income
                
                
                
                $
                14,364
                
                
                $
                23,056
                
                
                $
                8,386
                
                
                $
                47,598Operating
      income margin
                
                
                
                
                6.1
                %
                
                
                7.7
                %
                
                
                1.2
                %
                
                
                5.3
                %Restructuring
      and impairment charges
                
                
                
                $
                7,166
                
                
                $
                4,395
                
                
                $
                34,796
                
                
                $
                10,082
  37


Segment
Net Sales




Segment
net sales for our commercial printing segment decreased $62.4 million, or 20.9%,
in the third quarter of 2009, as compared to 2008. This decrease was primarily
due to the current general economic conditions, which resulted in lower sales
of: (i) $59.8 million related to volume declines and lost sales from the closure
of two commercial printing plants, partially offset by one more week of sales in
the third quarter of 2009, as compared to the third quarter of 2008, and (ii)
$2.6 million resulting from increased pricing pressures, changes in product
mix and lower material costs.




Segment
net sales for our commercial printing segment decreased $214.5 million, or
24.1%, in the first nine months of 2009, as compared to 2008. This decrease was
primarily due to the current general economic conditions, which resulted in
lower sales of: (i) $215.8 million related to volume declines and lost sales
from the closure of two commercial printing plants and (ii) $8.7 million
resulting from increased pricing pressures, changes in product mix and
lower material costs. These decreases were partially offset by $10.0 million of
sales generated from the integration of Rex into our operations, as Rex was not
included in our results for a full nine month period in 2008.




Segment
Operating Income




Segment
operating income for our commercial printing segment decreased $8.7 million, or
37.7%, in the third quarter of 2009, as compared to 2008. This decrease was
primarily due to (i) lower gross margins of $10.1 million primarily due to the
current general economic conditions, which has resulted in increased pricing
pressures and product mix changes from high color to more generic commercial
print products, partially offset by lower material costs, having one more week
in the third quarter of 2009, as compared to the third quarter of 2008, and (ii)
increased restructuring and impairment charges of $2.8 million primarily due to
the closure of two commercial printing plants. These decreases were partially
offset by lower selling, general and administrative expenses of $4.2 million,
primarily due to our cost reduction programs and lower commission expenses
resulting from lower sales, partially offset by having one more week in the
third quarter of 2009, as compared to the third quarter of 2008.




Segment
operating income for our commercial printing segment decreased $39.2 million, or
82.4%, in the first nine months of 2009, as compared to 2008. This decrease was
primarily due to (i) lower gross margins of $36.9 million, primarily due to the
current general economic conditions, which has resulted in increased pricing
pressures and product mix changes from high color to more generic commercial
print products, partially offset by lower material costs, gross margins from
Rex, as Rex was not included in our results for a full nine month period in
2008, and (ii) increased restructuring and impairment charges of $24.7 million
primarily due to the closure of two commercial printing plants. These
decreases were partially offset by lower selling, general and administrative
expenses of $22.4 million primarily due to our cost reduction programs and lower
commission expenses resulting from lower sales, partially offset by selling,
general and administrative expenses for Rex, as Rex was not included in our
results for a full nine month period in 2008.




Corporate
Expenses




Corporate
expenses include the cost of running our corporate headquarters.Corporate expenses were
lower in the third quarter of 2009, as compared to the third quarter of 2008,
primarily due to lower stock-based compensation expense. Corporate expenses were
lower in the first nine months of 2009 as compared to 2008, primarily due to the
$6.7 million non-recurring charge incurred in 2008 for professional fees in
connection with an internal review conducted by our audit committee and lower
stock-based compensation expense.




Restructuring,
Impairment and Other Charges




In the
first quarter of 2009, we developed and implemented a cost savings and
restructuring plan, which we refer to as the 2009 Plan, to reduce our operating
costs and realign our manufacturing platform in order to compete effectively
during the current economic downturn.  As a result, in the first nine
months of 2009, we implemented cost saving initiatives throughout our business,
including the closure of seven manufacturing facilities and integrated them into
existing operations and reductions in headcount of approximately 1,400. We are
pursuing additional cost savings opportunities in an effort to mitigate the
impacts of the current economic conditions and to ensure our cost structure is
aligned with our estimated net sales. We anticipate being substantially complete
with the implementation of these cost savings initiatives in the fourth quarter
of 2009. As of October 3, 2009, our total restructuring liability was $25.1
million, of which $8.4 million is included in other current liabilities and
$16.7 million, which is expected to be paid through 2018, is included in other
liabilities in our condensed consolidated balance sheet.




In the
third quarter of 2009, we incurred $8.5 million of restructuring and impairment
charges, which included $2.3 million of employee separation costs, asset
impairments, net of $2.9 million, equipment moving expenses of $1.6 million,
lease termination income, net of $(1.0) million, and building clean-up and other
expenses of $2.7 million. During the first nine months of 2009, we incurred
$49.3 million of restructuring and impairment charges, which included $14.7
million of employee separation costs, asset impairments, net of $9.4
million,





38


equipment
moving expenses of $2.9 million, lease termination expenses of $3.6 million,
multi-employer pension withdrawal expenses of $13.4 million and building
clean-up and other expenses of $5.3 million.




In the
third quarter of 2008, we incurred $6.9 million of restructuring and impairment
charges, which included $3.9 million of employee separation costs, asset
impairment charges, net of $0.8 million, equipment moving expenses of $0.4
million, lease termination expenses of $0.6 million, the decrease of a pension
withdrawal liability of $(0.2) million and building clean-up and other expenses
of $1.4 million. During the nine months ended September 27, 2008, we incurred
$22.0 million of restructuring, impairment and other charges, which included a
$6.7 million non-recurring charge for professional fees related to the internal
review initiated by our audit committee, $7.9 million of employee separation
costs, asset impairment charges, net of $1.5 million, equipment moving expenses
of $1.0 million, lease termination expenses of $2.0 million, the decrease of a
pension withdrawal liability of $(0.2) million and building clean-up and other
expenses of $3.2 million.




Liquidity
and Capital Resources




Net Cash Provided by Operating
Activities. Net cash provided by operating activities was $33.3 million
in the first nine months of 2009, which was primarily due to our net loss
adjusted for non-cash items of $28.0 million and a decrease in our working
capital of $5.0 million. The decrease in our working capital primarily resulted
from a decrease in inventories due to the timing of work performed for our
customers and a decrease in receivables due to lower sales volume and the timing
of collections from and sales to our customers, partially offset by a decrease
in accounts payable due to lower sales volume and accrued compensation
liabilities primarily due to the timing of payments to our vendors.




Cash
provided by operating activities is generally sufficient to meet our daily
disbursement needs. On days when our cash receipts exceed disbursements, we
reduce our revolving credit balance or place excess funds in conservative,
short-term investments until there is an opportunity to pay down debt. On days
when our cash disbursements exceed cash receipts, we use our invested cash
balance and/or our revolving credit balance to fund the difference. As a result,
our daily revolving credit balance fluctuates depending on working capital
needs. Regardless, at all times we believe we have sufficient liquidity
available to us to fund our cash needs.




Net cash
provided by continuing operating activities was $149.4 million in the first nine
months of 2008, which was primarily due to net income adjusted for non-cash
items of $100.4 million and a decrease in our working capital of $54.5 million.
The decrease in our working capital primarily resulted from a decrease in
receivables primarily due to the timing of sales and collections from our
customers, the timing of interest payments on our debt and an increase in
accounts payable primarily due to the timing of payments to our vendors, offset
in part by lower accrued compensation and other related liabilities due to
headcount reductions.




Net Cash Used in Investing
Activities. Net cash used in investing activities was $17.0 million in
the first nine months of 2009, primarily from capital expenditures of $23.5
million and cost of business acquisitions of $3.2 million for Nashua, offset in
part by $5.7 million of proceeds from the sale of property, plant and equipment
and $4.0 million of proceeds from the sale of an investment.




We
estimate that we will spend an aggregate of approximately $25 million on capital
expenditures in 2009, before considering proceeds from the sale of property,
plant and equipment. Our primary sources for our capital expenditures are cash
generated from operations, proceeds from the sale of property, plant and
equipment, and financing capacity within our current debt arrangements. These
sources of funding are consistent with prior years’ funding of our capital
expenditures.




Net cash
used in investing activities was $70.3 million in the first nine months of 2008,
primarily resulting from the cost of business acquisitions of $47.2 million,
primarily for Rex, and capital expenditures of $37.8 million, offset in part by
$18.3 million of cash proceeds from the sale of property, plant and
equipment.





Net Cash Used in Financing
Activities. Net cash used in financing activities was $14.5 million in
the first nine months of 2009, primarily due to: (i) aggregate payments of $30.6
million related to the repurchase and retirement of our Notes, (see Long-Term
Debt below), (ii) the repayment of $22.8 million of Term Loans, primarily
related to our mandatory excess cash flow sweep requirement under our Amended
Credit Facilities, (iii) the payment of $7.3 million for the Amendment, and (iv)
the repayment of other long-term debt of $7.0 million, offset in part by the
proceeds on net borrowings under our Revolving Credit Facility of $55.3
million.




Net cash
used in financing activities was $81.1 million in the first nine months of 2008,
primarily resulting from the conversion of our $175.0 million Senior Unsecured
Loan, net repayments of our Revolving Credit Facility of $65.2 million, payments
of our other long-term debt of $16.5 million, our Term Loans of $5.4 million and
$5.3 million





39


for debt
issuance costs on the issuance of our 101⁄2% Notes, which was offset in part by
the proceeds from the issuance of our $175.0 million 101⁄2% Notes and $11.3
million of borrowings of our other long-term debt.





Long-Term Debt. Our total
outstanding long-term debt, including current maturities, was approximately $1.3
billion as of October 3, 2009, a decrease of $24.7 million from January 3, 2009.
This decrease was primarily due to: (i) the open market repurchase and
retirement of aggregate principal amounts of $52.2 million of our Notes, during
the first nine months of 2009 and (ii) paying down our debt with cash flows
provided by operating activities. The open market purchases were made within
permitted restricted payment limits under our debt agreements at the time of
purchase; however, potential future open market purchases will be restricted for
some time as a result of the Amendment. As of October 3, 2009, 80% of our
outstanding debt was subject to fixed interest rates. See the remainder of this
Long-Term Debt section that follows. As of November 9, 2009, we had $40.2
million borrowing availability under our Revolving Credit Facility.




Debt
Compliance and Amendment




Our
Amended Credit Facilities contain two financial covenants, a maximum
consolidated leverage ratio covenant that we must be in pro forma compliance
with at all times, which we refer to as our Leverage Covenant, and a minimum
consolidated interest coverage ratio that we must be in pro forma compliance
with on a quarterly basis, which we refer to as our Interest Coverage Covenant.
As a result of the Amendment, as of October 3, 2009 our Leverage Covenant must
not exceed 6.25:1.00 and our Interest Coverage Covenant must not be less than
1.85:1.00. At the end of the second quarter of 2010, the Leverage Covenant
threshold steps down to 5.60:1.00 and, at the end of the first quarter of 2010,
the Interest Coverage Covenant threshold steps up to 2.00:1.00. Additionally,
the calculations of these two financial covenants have been modified to permit
the adding back of certain amounts. We were in compliance with all debt
agreement covenants as of October 3, 2009.





As conditions to the Amendment, we
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
calculation then in effect. Previously, our Revolving Credit Facility borrowing
spread over LIBOR ranged from 175 basis points to 200 basis points, based upon
the Leverage Covenant calculation, and the borrowing spread over LIBOR for the
Term Loans was 200 basis points. Further, the Amendment: (i) reduced the
Revolving Credit Facility from $200.0 million to $172.5 million; (ii) increased
the unfunded commitment fee paid to revolving credit lenders from 50 basis
points to 75 basis points; (iii) eliminated our ability to request a $300.0
million incremental term loan facility; (iv) limits new senior unsecured debt
and debt assumed from acquisitions to $50.0 million while our Leverage Covenant
calculation is above 4.50:1.00; (v) eliminated the restricted payments basket
while our Leverage Covenant calculation exceeds certain thresholds; (vi)
requires that certain additional financial information be delivered; (vii)
lowered the annual amount that can be spent on capital expenditures to $30.0
million in 2009; and (viii) increased 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 our
Amended Credit Facilities remain in full force and effect, including our failure
to operate within the revised Leverage Covenant and Interest Coverage Covenant
ratio thresholds, in certain circumstances, or have effective internal controls
would prevent us from borrowing additional amounts and could result in a default
under our Amended Credit Facilities. Such default could cause the indebtedness
outstanding under our Amended Credit Facilities and, by reason of
cross-acceleration or cross-default provisions, our Notes and any other
indebtedness we may then have, to become immediately due and
payable.




As the
Amended Credit Facilities have senior secured position in our capital structure
and the most restrictive covenants, then provided we are in compliance with our
Amended Credit Facilities, we also would be in compliance with the senior
secured debt to consolidated cash flow covenant within our 101⁄2% Notes indenture
and the debt incurrence tests within the three subordinated notes
indentures.




Letters
of Credit




On
October 3, 2009, we had outstanding letters of credit of $23.7 million and a de
minimis amount of surety bonds related to performance and payment guarantees.
Based on our experience with these arrangements, we do not believe that any
obligations that may arise will be significant.




40


Credit
Ratings




Our
current credit ratings are as follows:


Rating
      Agency
            
            Corporate
              Rating
            
            Amended
              Credit
              Facilities
            
            101⁄2%
              Notes
            
            77⁄8%
              Notes
            
            83⁄8%
              Notes
            
            Outlook
            
            
            Last
      UpdateStandard
      & Poor’s
            
            B+
            
            BB-
            
            B-
            
            B-
            
            B-
            
            Negative
            
            
            October
      2009Moody’s
            
            B2
            
            Ba3
            
            B3
            
            Caa1
            
            Caa1
            
            Negative
            
            
            May
      2009




In March
2009, Standard & Poor's Ratings Services, which we refer to as Standard
& Poor’s, lowered our Corporate Rating from BB- to B+ and all of our debt
credit ratings citing the negative impact of the current general economic
environment and its anticipated impact on our results of
operations.  Standard & Poor’s subsequently affirmed our Corporate
Rating and all of our debt credit ratings in October 2009. In May 2009, Moody’s
Investors Services, which we refer to as Moody’s, lowered our Corporate Rating
to B2 from B1 along with all of our debt credit ratings citing a combination of
poor industry fundamentals, the expectation that an economic recovery will be
quite slow and our leverage level.




The terms
of our existing debt do not have any rating triggers that impact our funding
availability or unduly influence our daily operations, including planned capital
expenditures. We do not believe that our current ratings will unduly influence
our ability to raise additional capital. Some of our constituents closely track
rating agency actions and would note any raising or lowering of our credit
ratings; however, we believe that along with reviewing our credit ratings,
additional quantitative and qualitative analyses must be performed to accurately
judge our financial condition.




We have
no significant debt maturities until 2013 and we expect that our internally
generated cash flows and financing available under our Revolving Credit Facility
will be sufficient to fund our working capital needs and short-term growth for
the next 12 months; however, this cannot be assured.




Interest
Rate Swaps




We enter
into interest rate swap agreements to hedge interest rate exposure of our
notional floating rate debt.  As of October 3, 2009, we had $500.0
million of such interest rate swaps. In June of 2009, we had $220.0 million
notional amounts of interest rate swap agreements mature, partially replaced by
$125.0 million of forward-starting interest rate swaps previously entered into
that went effective the same date as these swap agreements matured. We continue
to monitor interest rate related developments and may execute additional
interest rate swaps should conditions suggest there may be a
benefit.




Off-Balance Sheet
Arrangements. It
is not our business practice to enter into off-balance sheet arrangements.
Accordingly, as of October 3, 2009, we do not have any off-balance sheet
arrangements.




Guarantees. In connection with the
disposition of certain operations, we have indemnified the purchasers for
certain contingencies as of the date of disposition. We have accrued the
estimated probable cost of these contingencies.




Seasonality




Our
commercial printing plants experience seasonal variations. Revenues from annual
reports are generally concentrated from February through April. Revenues
associated with consumer publications, such as holiday catalogs and automobile
brochures, tend to be concentrated from July through October. Revenues
associated with the educational and scholarly market and promotional materials
tend to decline in the summer. In addition, several envelope market segments and
certain segments of the direct mail market have historically experienced
seasonality with a higher percentage of volume of products sold to these markets
occurring during the fourth quarter of the year. This seasonality is due to the
increase in sales to the direct mail market related to holiday purchases. As a
result of these seasonal variations, some of our operations operate at or near
capacity at certain times throughout the year.




41


New
Accounting Pronouncements





We are
required to adopt certain new accounting pronouncements. See Note 1 to our
condensed consolidated financial statements included herein.







Available
Information




Our
Internet address is: www.cenveo.com. We make available free of charge through
our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as
reasonably practicable after such documents are filed electronically with the
SEC. In addition, our earnings conference calls are archived for replay on our
website and presentations to securities analysts are also included on our
website.





Item 3.  Quantitative and Qualitative Disclosures About Market
Risk




We are
exposed to market risks such as changes in interest and foreign currency
exchange rates, which may adversely affect results of operations and financial
position. Risks from interest rate fluctuations and changes in foreign currency
exchange rates are managed through normal operating and financing activities. We
do not utilize derivatives for speculative purposes.




Exposure
to market risk from changes in interest rates relate primarily to our variable
rate debt obligations. The interest on this debt is LIBOR plus a margin. At
October 3, 2009, we had variable rate debt outstanding of $258.8 million, after
considering our interest rate swaps. A 1% increase in LIBOR on debt outstanding
subject to variable interest rates would increase our annual interest expense by
approximately $2.6 million.




We have
foreign operations, primarily in Canada, and thus are exposed to market risk for
changes in foreign currency exchange rates. For the three months ended October
3, 2009, a uniform 10% change in the value of the Canadian dollar against the
U.S. dollar would have resulted in an increase or decrease in sales and
operating income of approximately $2.1 million and $0.3 million, respectively.
For the nine months ended October 3, 2009, a uniform 10% change in the value of
the Canadian dollar against the U.S. dollar would have resulted in an increase
or decrease in sales and operating income of approximately $5.9 million and $0.8
million, respectively. The effects of foreign currency exchange rates on future
results would also be impacted by changes in sales levels or local currency
prices.







Item 4.  Controls and Procedures




Evaluation
of Disclosure Controls and Procedures




Our
management, with the participation of our Chief Executive Officer and our Chief
Financial Officer, carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) as of October 3, 2009. Based on that evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that our disclosure
controls and procedures were effective as of October 3, 2009 in order to provide
reasonable assurance that information required to be disclosed by the Company in
its filings under the Exchange Act was recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
SEC.




Changes
in Internal Control over Financial Reporting




There
were no changes in our internal control over financial reporting (as defined in
the Securities Exchange Act of 1934 Rule 13a-15(f) and 15d-15(f)) during the
quarter ended October 3, 2009 that have materially affected or are reasonably
likely to materially affect, our internal control over financial
reporting.




42


PART
II. OTHER INFORMATION






Item 1.  Legal Proceedings




From time
to time, we are involved in litigation that we consider to be ordinary and
incidental to our business. While the outcome of pending legal actions cannot be
predicted with certainty, we believe the outcome of these proceedings will not
have a material adverse effect on our consolidated financial position, results
of operations or liquidity.








Item 1A.  Risk Factors




In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the year ended January 3, 2009, which could materially
affect our business, financial condition or future results. The risks described
in our Annual Report on Form 10-K are not the only risks facing our Company.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.








43




Item 6.
              ExhibitsExhibit
                Number
              
              Description3.1
              Articles
      of Incorporation—incorporated by reference to Exhibit 3(i) of the
      registrant’s quarterly report on Form 10-Q for the quarter ended June 30,
      1997, filed August 14, 1997.3.2
              Articles
      of Amendment to the Articles of Incorporation dated May 17,
      2004—incorporated by reference to Exhibit 3.2 to registrant’s quarterly
      report on Form 10-Q for the quarter ended June 30, 2004, filed August 2,
      2004.3.3
              Amendment
      to Articles of Incorporation and Certificate of Designations of Series A
      Junior Participating Preferred Stock of the Registrant dated April 20,
      2005—incorporated by reference to Exhibit 3.1 to registrant’s current
      report on Form 8-K filed April 21, 2005.3.4
              Bylaws
      as amended and restated effective February 22, 2007—incorporated by
      reference to Exhibit 3.2 to registrant’s current report on Form 8-K filed
      August 30, 2007.4.1
              Indenture
      dated as of February 4, 2004 between Mail-Well I Corporation and U.S. Bank
      National Association, as Trustee, and Form of Senior Subordinated Note and
      Guarantee relating to Mail-Well I Corporation’s 77⁄8% Senior Subordinated
      Notes due 2013—incorporated by reference to Exhibit 4.5 to registrant’s
      annual report on Form 10-K for the year ended December 31,
      2003.4.2
              Registration
      Rights Agreement dated February 4, 2004, between Mail-Well I Corporation
      and Credit Suisse First Boston LLC, as Initial Purchaser, relating to
      Mail-Well I Corporation’s 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.6 to registrant’s annual
      report on Form 10-K for the year ended December 31,
  2003.
  4.3
              Supplemental
      Indenture, dated as of June 21, 2006 among Cenveo Corporation (f/k/a
      Mail-Well I Corporation), the Guarantors named therein and U.S. Bank
      National Association, as Trustee, to the Indenture dated as of February 4,
      2004 relating to the 77⁄8% Senior Subordinated Notes due 2013—incorporated
      by reference to Exhibit 4.2 to registrant’s current report on Form 8-K
      filed June 27, 2006.4.4
              Third
      Supplemental Indenture, dated as of March 7, 2007 among Cenveo Corporation
      (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S.
      Bank National Association, as Trustee, to the Indenture dated as of
      February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.7 to registrant’s quarterly
      report on Form 10-Q for the quarter ended March 31,
  2007.4.5
              Fourth
      Supplemental Indenture, dated as of July 9, 2007 among Cenveo Corporation
      (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S.
      Bank National Association, as Trustee, to the Indenture dated as of
      February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.8 to registrant’s quarterly
      report on Form 10-Q for the quarter ended June 30,
2007.4.6
              Fifth
      Supplemental Indenture, dated as of August 30, 2007 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.6 to registrant’s quarterly
      report on Form 10-Q for the quarter ended September 29,
    2007.4.7
              Sixth
      Supplemental Indenture, dated as of April 16, 2008 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.7 to registrant’s quarterly
      report on Form 10-Q for the quarter ended June 28,
  2008.








44




Exhibit
                Number
              
              Description4.8
              Seventh
      Supplemental Indenture, dated as of August 20, 2008 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.8 to registrant’s quarterly
      report on Form 10-Q for the quarter ended September 27,
    2008.4.9
              Eighth
      Supplemental Indenture, dated as of October 15, 2009 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.1 to registrant’s current
      report on Form 8-K dated (date of earliest event reported) October 16,
      2009, filed October 16, 2009.4.10
              Indenture,
      dated as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein and Wachovia Bank, National Association, as
      Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.9 to Cadmus Communications
      Corporation’s registration statement on Form S-4 filed August 24,
      2004.4.11
              Registration
      Rights Agreement, dated June 15, 2004, among Cadmus Communications
      Corporation, the Guarantors named therein and Wachovia Capital Markets,
      LLC and Banc of America Securities LLC on behalf of the Initial
      Purchasers, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.10 to Cadmus Communications
      Corporation’s registration statement on Form S-4 filed August 24,
      2004.4.12
              First
      Supplemental Indenture, dated as of March 1, 2005, to the Indenture dated
      as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein and Wachovia Bank, National Association, as
      Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.9.1 to Cadmus Communications
      Corporation’s quarterly report on Form 10-Q for the quarter ended March
      31, 2005, filed May 13, 2005.4.13
              Second
      Supplemental Indenture, dated as of May 19, 2006, to the Indenture dated
      as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein and U.S. Bank National Association (successor to
      Wachovia Bank, National Association), as Trustee, relating to the 83⁄8%
      Senior Subordinated Notes due 2014—incorporated by reference to Exhibit
      4.9.2 to Cadmus Communications Corporation’s annual report on Form 10-K
      for the year ended June 30, 2006, filed September 13,
  2006.4.14
              Third
      Supplemental Indenture, dated as of March 7, 2007, to the Indenture dated
      as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus
      Communications Corporation), the Guarantors named therein and U.S. Bank
      National Association (successor to Wachovia Bank, National Association),
      as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.11 to registrant’s quarterly
      report on Form 10-Q for the quarter ended March 31,
  2007.4.15
              Fourth
      Supplemental Indenture, dated as of July 9, 2007, to the Indenture dated
      as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus
      Communications Corporation), the Guarantors named therein and U.S. Bank
      National Association (successor to Wachovia Bank, National Association),
      as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.13 to registrant’s quarterly
      report on Form 10-Q for the quarter ended June 30,
2007.4.16
              Fifth
      Supplemental Indenture, dated as of August 30, 2007, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.13 to registrant’s
      quarterly report on Form 10-Q for the quarter ended September 29,
      2007.
  45
 Exhibit
                    Number
                  
                  Description4.17
                  Seventh
      Supplemental Indenture, dated as of August 20, 2008 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.8 to registrant’s quarterly
      report on Form 10-Q for the quarter ended September 27,
    2008.4.18
                  Seventh
      Supplemental Indenture, dated as of April 16, 2008, to the Indenture dated
      as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus
      Communications Corporation), the Guarantors named therein and U.S. Bank
      National Association (successor to Wachovia Bank, National Association),
      as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.16 to registrant’s quarterly
      report on Form 10-Q for the quarter ended June 28,
2008.4.19
                  Eighth
      Supplemental Indenture, dated as of August 20, 2008, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.18 to registrant’s
      quarterly report on Form 10-Q for the quarter ended September 27,
      2008.4.20
                  Ninth
      Supplemental Indenture, dated as of October 15, 2009, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.2 to registrant’s current
      report on Form 8-K dated (date of earliest event reported) October 16,
      2009, filed October 16, 2009.4.21
                  Indenture,
      dated as of June 13, 2008, between Cenveo Corporation, the other
      guarantors named therein and U.S. Bank National Association, as Trustee,
      relating to the 101⁄2% Notes of Cenveo Corporation—incorporated by reference
      to Exhibit 4.1 to registrant’s current report on Form 8-K dated (date of
      earliest event reported) June 9, 2008, filed June 13,
  2008.4.22
                  Guarantee
      by Cenveo, Inc. and the other guarantors named therein relating to the
      101⁄2% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.2
      to registrant’s current report on Form 8-K dated (date of earliest event
      reported) June 9, 2008, filed June 13, 2008.4.23
                  First
      Supplemental Indenture, dated as of August 20, 2008, to the Indenture
      dated as of June 13, 2008 between Cenveo Corporation, the other guarantors
      named therein and U.S. Bank National Association, as Trustee, relating to
      the 101⁄2% Notes of Cenveo Corporation—incorporated by reference to Exhibit
      4.21 to registrant’s quarterly report on Form 10-Q for the quarter ended
      September 27, 2008.
 
 46


Exhibit
                Number
              
              Description







4.24
            Registration
      Rights Agreement dated as June 13, 2008, among Cenveo Corporation, Cenveo
      Inc., the other guarantors named therein and Lehman Brothers
      Inc.—incorporated by reference to Exhibit 10.1 to registrant’s current
      report on Form 8-K dated (date of earliest event reported) June 9, 2008,
      filed June 13, 2008.4.25
            Second
      Supplemental Indenture, dated as of October 15, 2009, to the Indenture
      dated as of June 13, 2008 between Cenveo Corporation, the other guarantors
      named therein and U.S. Bank National Association, as Trustee, relating to
      the 101⁄2% Notes of Cenveo Corporation—incorporated by reference to Exhibit
      4.3 to registrant’s current report on Form 8-K dated (date of earliest
      event reported) October 16, 2009, filed October 16,
  2009.10.1
            Third
      Amendment, dated as of April 24, 2009, to Credit Agreement, dated as of
      June 21, 2006, as amended, among Cenveo Corporation, Cenveo, Inc., Bank of
      America, N.A., as Administrative Agent, and the other lenders party
      thereto—incorporated by reference to the registrant’s current report on
      Form 8-K filed April 27, 2009.10.2
            Cenveo,
      Inc. 2007 Long-Term Equity Incentive Plan, as amended —incorporated by
      reference to Exhibit A to registrant’s Schedule14A filed April 6,
      2009.31.1*
            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.







47


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 November 12, 2009.







CENVEO,
      INC.By:
            /s/
      Robert G. Burton,
      Sr.Robert
      G. Burton, Sr.Chairman
      and Chief Executive Officer(Principal
      Executive Officer)By:
            /s/
      KENNETHP. VIRETKenneth
      P. ViretSenior
      Vice President and
              Chief
      Financial Officer(Principal
      Financial Officer andPrincipal
      Accounting Officer)