10-Q

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 June 28, 2014

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.)
200 FIRST STAMFORD PLACE
STAMFORD, CT		06902
(Address of principal executive offices)		(Zip Code)
203-595-3000
(Registrant’s telephone number, including area code)
	N/A
(Former name, former address and former fiscal year, if changed since last report)

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 ý 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 ý 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 ý Non-accelerated filer o Smaller 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 ý

As of August 6, 2014, the registrant had 67,645,510 shares of common stock, par value $0.01 per share, outstanding.

CENVEO, INC. AND SUBSIDIARIES

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended June 28, 2014

		Page No.
	PART I. FINANCIAL INFORMATION
Item 1:	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of June 28, 2014, and December 28, 2013	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 28, 2014, and June 29, 2013	3
	Condensed Consolidated Statements of Cash Flows for the six months ended June 28, 2014, and June 29, 2013	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4:	Controls and Procedures	50
	PART II. OTHER INFORMATION
Item 1:	Legal Proceedings	51
Item 1A:	Risk Factors	51
Item 4:	Mine Safety Disclosures	51
Item 6:	Exhibits	51
	Signatures	53

1

PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
	June 28, 2014			December 28, 2013
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	9,328		$	11,329
Accounts receivable, net	278,583			281,586
Inventories	160,502			161,565
Prepaid and other current assets	60,633			55,353
Assets of discontinued operations - current	77			132
Total current assets	509,123			509,965
Property, plant and equipment, net	292,806			304,907
Goodwill	186,579			186,436
Other intangible assets, net	161,954			168,749
Other assets, net	52,150			43,614
Assets of discontinued operations - long-term	—			33
Total assets	$	1,202,612		$	1,213,704
Liabilities and Shareholders’ Deficit
Current liabilities:
Current maturities of long-term debt	$	7,001		$	9,174
Accounts payable	232,301			244,228
Accrued compensation and related liabilities	35,262			32,139
Other current liabilities	72,070			81,198
Liabilities of discontinued operations - current	147			2,013
Total current liabilities	346,781			368,752
Long-term debt	1,252,784			1,176,351
Other liabilities	151,695			165,581
Commitments and contingencies
Shareholders’ deficit:
Preferred stock	—			—
Common stock	666			663
Paid-in capital	365,284			364,177
Retained deficit	(875,991		)	(821,520		)
Accumulated other comprehensive loss	(38,607		)	(40,300		)
Total shareholders’ deficit	(548,648		)	(496,980		)
Total liabilities and shareholders’ deficit	$	1,202,612		$	1,213,704

See notes to condensed consolidated financial statements.

2

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) (unaudited)
	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net sales	$	479,410		$	406,540		$	969,529		$	825,154
Cost of sales	399,436			337,135			814,593			689,037
Selling, general and administrative expenses	55,840			47,333			111,334			95,678
Amortization of intangible assets	3,449			2,506			6,898			5,013
Restructuring and other charges	7,338			2,724			13,285			6,906
Operating income	13,347			16,842			23,419			28,520
Interest expense, net	26,666			28,235			54,576			57,810
Loss on early extinguishment of debt, net	26,480			7,720			26,498			7,847
Other expense (income), net	212			(2,291		)	(297		)	(1,995		)
Loss from continuing operations before income taxes	(40,011		)	(16,822		)	(57,358		)	(35,142		)
Income tax (benefit) expense	(710		)	2,174			(1,270		)	4,344
Loss from continuing operations	(39,301		)	(18,996		)	(56,088		)	(39,486		)
Income from discontinued operations, net of taxes	664			113			1,617			1,458
Net loss	(38,637		)	(18,883		)	(54,471		)	(38,028		)
Other comprehensive income (loss):
Changes in pension and other employee benefit accounts, net of taxes	480			—			960			—
Currency translation adjustment	645			(2,329		)	733			(3,108		)
Comprehensive loss	$	(37,512	)	$	(21,212	)	$	(52,778	)	$	(41,136	)
(Loss) income per share – basic:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)
(Loss) income per share – diluted:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)
Weighted average shares outstanding:
Basic	66,496			63,922			66,416			63,881
Diluted	66,496			63,922			66,416			63,881

See notes to condensed consolidated financial statements.

3

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
	For the Six Months Ended
	June 28, 2014			June 29, 2013
Cash flows from operating activities:
Net loss	$	(54,471	)	$	(38,028	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Gain on sale of discontinued operations, net of taxes	(1,559		)	—
Income from discontinued operations, net of taxes	(58		)	(1,458		)
Depreciation and amortization, excluding non-cash interest expense	32,860			30,235
Non-cash interest expense, net	5,006			5,143
Deferred income taxes	(1,121		)	4,332
Loss (gain) on sale of assets	4			(226		)
Non-cash restructuring and other charges, net	4,821			783
Loss on early extinguishment of debt	26,498			7,847
Stock-based compensation provision	1,672			1,977
Gain on insurance claim	—			(2,670		)
Other non-cash charges	2,346			2,472
Changes in operating assets and liabilities, excluding the effects of acquired businesses:
Accounts receivable	2,483			12,116
Inventories	(530		)	(15,161		)
Accounts payable and accrued compensation and related liabilities	(8,369		)	5,930
Other working capital changes	(22,252		)	2,972
Other, net	(12,757		)	(10,526		)
Net cash (used in) provided by operating activities of continuing operations	(25,427		)	5,738
Net cash (used in) provided by operating activities of discontinued operations	(1,687		)	3,608
Net cash (used in) provided by operating activities	(27,114		)	9,346
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(5,145		)
Capital expenditures	(16,777		)	(15,615		)
Purchase of investment	(2,000		)	(1,650		)
Proceeds from insurance claim	—			3,036
Proceeds from sale of property, plant and equipment	320			7,561
Net cash used in investing activities of continuing operations	(18,457		)	(11,813		)
Net cash provided by (used in) investing activities of discontinued operations	2,196			(115		)
Net cash used in investing activities	(16,261		)	(11,928		)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	540,000			—
Proceeds from issuance of 8.500% junior secured priority notes due 2022	250,000			—
Repayment of 7.875% senior subordinated notes	—			(67,848		)
Repayment of Term Loan B due 2016	—			(389,105		)
Payment of financing-related costs and expenses and debt issuance discounts	(35,017		)	(13,884		)
Repayments of other long-term debt	(2,967		)	(2,413		)
Purchase and retirement of common stock upon vesting of RSUs	(562		)	(363		)
Repayments under Revolving Credit Facility, net	—			(18,000		)
Proceeds from issuance of 15% Unsecured Term Loan due 2017	—			50,000
Repayment of 15% Unsecured Term Loan due 2017	(10,000		)	(15,000		)
Proceeds from issuance of Term Loan Facility due 2017	—			360,000
Repayment of Term Loan Facility due 2017	(329,100		)	—
Repayment of 8.875% senior second lien notes due 2018	(400,000		)	—
Borrowings under ABL Facility due 2017	287,900			266,700
Repayments under ABL Facility due 2017	(258,900		)	(163,900		)
Net cash provided by financing activities	41,354			6,187
Effect of exchange rate changes on cash and cash equivalents	20			161
Net (decrease) increase in cash and cash equivalents	(2,001		)	3,766
Cash and cash equivalents at beginning of period	11,329			8,110
Cash and cash equivalents at end of period	$	9,328		$	11,876

See notes to condensed consolidated financial statements.

4

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements ("financial statements") of Cenveo, Inc. and its 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 ("SEC") and, in the Company’s opinion, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of financial position as of June 28, 2014, and the results of operations for the three and six months ended June 28, 2014, and June 29, 2013, and cash flows for the six months ended June 28, 2014 and June 29, 2013. 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 six months ended June 28, 2014, are generally not indicative of the results to be expected for any interim period or for the full year, primarily due to restructuring, acquisition and debt-related activities or transactions. The December 28, 2013 consolidated balance sheet has been derived from the audited consolidated financial statements at that date. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013, 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 three and six months ended June 28, 2014, and June 29, 2013, each consisted of 13 weeks and 26 weeks, respectively.

As a result of exploring opportunities to divest certain non-strategic or underperforming businesses within its manufacturing platform, the Company completed the sale of its Custom Envelope Group ("Custom Envelope") during the third quarter of 2013. Additionally, during the second quarter of 2013, the Company decided to exit the San Francisco market and closed a manufacturing facility. Collectively, the Company refers to these businesses as the "Discontinued Operations." As a result, the Company's historical condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss) ("statements of operations") and condensed consolidated statements of cash flows have been reclassified to reflect these Discontinued Operations separately from the Company's continuing operations for all periods presented.

During the fourth quarter of 2013, the Company completed a realignment of its reportable segments as a result of a change in management reporting and strategy. The reportable segments were realigned into three complementary reportable segments: the envelope segment, the print segment and the label and packaging segment. Previously, the two reportable segments were the print and envelope segment and the label and packaging segment. Prior period disclosures have been updated to reflect current year presentation.

New Accounting Pronouncements: Effective in the first quarter of 2013, the Company adopted an accounting pronouncement relating to the presentation of accumulated other comprehensive income (loss) ("AOCI"). This pronouncement does not change the current accounting requirements; however, the Company is required to provide information about the amounts reclassified out of AOCI by component. In addition, the Company is required to present, either on the face of the statement where net loss is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net loss, but only if the amount is required under GAAP to be reclassified to net loss in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net loss, the Company is required to cross-reference to other disclosures required under GAAP that provide additional detail on these amounts. The Company has provided the required disclosures in Note 13. The adoption of this pronouncement did not have a material impact to the Company's financial statements.

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." This ASU provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward exists.  The objective of this ASU is to eliminate diversity in practice related to this topic.  The ASU states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss or a tax credit carryforward except in certain situations.  This ASU is effective for annual and interim periods beginning after December 15, 2013.  The adoption of this pronouncement did not have a material impact to the Company's financial statements.

In April 2014, the FASB issued ASU 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." The amendments in the ASU change the criteria for reporting discontinued operations while enhancing related disclosures. The

5

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

amendments in the ASU are effective in the first quarter of 2015. The Company is currently evaluating the impact of the pending adoption of ASU 2014-08 on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The new revenue recognition standard provides a five-step analysis to determine when and how revenue is recognized.  The standard requires that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.  The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

2. Acquisitions

The Company accounts for business combinations under the provisions of the Business Combination Topic of the FASB’s Accounting Standards Codification ("ASC") 805.  Acquisitions are accounted for by the purchase method, and accordingly, the assets and liabilities of the acquired businesses have been recorded at their estimated fair values on the acquisition date with the excess of the purchase price over their estimated fair values recorded as goodwill. In the event the estimated fair values of the assets and liabilities acquired exceed the purchase price paid, a bargain purchase gain is recorded in the statements of operations.

Acquisition-related costs are expensed as incurred. Acquisition-related costs, including integration costs, are included in selling, general and administrative expenses in the Company’s statements of operations and were $1.1 million and $0.4 million for the three months ended June 28, 2014, and June 29, 2013, respectively, and $3.1 million and $0.8 million for the six months ended June 28, 2014, and June 29, 2013, respectively.

2013

National Envelope

On September 16, 2013, Cenveo acquired certain assets of National Envelope Corporation ("National"). National's accounts receivable and inventory were purchased by unrelated third parties in conjunction with Cenveo's acquisition. National manufactured and distributed envelope products for the billing, financial, direct mail and office products markets and had approximately 1,600 employees. The Company believes the acquisition of certain assets of National will enhance the Company's manufacturing capabilities and reduce capacity in the envelope industry. The purchase price was $34.1 million, of which $6.0 million was Cenveo common stock, and was preliminarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, and was assigned to the Company's envelope segment. The acquisition of certain assets of National resulted in a preliminary bargain purchase gain of approximately $17.3 million, exclusive of $6.8 million of tax expense, which was recognized in the Company's statement of operations in 2013. Prior to the recognition of the bargain purchase gain, the Company reassessed the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition. The Company believes it was able to acquire those assets of National for less than their fair value due to National's bankruptcy prior to the Company's acquisition. The acquired identifiable intangible asset relates to a leasehold interest with a fair value of $3.8 million, which is being amortized over the remaining lease term of 20 years, which includes renewal periods.

National's results of operations and cash flows are included in the Company’s statements of operations and cash flows from September 16, 2013. As a result of the Company's integration of certain assets of National into the Company's existing envelope operations, it is impracticable to disclose the amounts of revenues and operating income of National since the acquisition date.

Preliminary Purchase Price Allocation

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

6

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

	As of September 16, 2013
Property, plant and equipment	$	54,900
Other intangible assets	3,780
Total assets acquired	58,680
Accounts payable	967
Accrued compensation and related liabilities	1,210
Other current liabilities	1,351
Other liabilities	1,292
Note payable	2,536
Total liabilities assumed	7,356
Net assets acquired	51,324
Cost of the acquisition of certain assets of National	34,062
Gain on bargain purchase	$	17,262

Property, plant and equipment values were estimated based on discussions with machinery and equipment brokers, internal expertise related to the equipment and current marketplace conditions. The value of the leasehold interest acquired was determined based on the present value of the difference between: (i) the contractual amounts to be paid pursuant to the lease; and (ii) management's estimate of current market lease rates for the corresponding lease, measured over the remaining lease term and renewal periods.

The fair values of property, plant and equipment and the intangible asset acquired from National were determined to be Level 3 under the fair value hierarchy.

Unaudited Pro Forma Financial Information

The following supplemental pro forma consolidated summary financial information of the Company for the three and six months ended June 29, 2013 herein has been prepared by adjusting the historical data as set forth in its statements of operations to give effect to the acquisition of certain assets of National as if it had been made as of January 1, 2012 (in thousands, except per share amounts).

	For the Three Months Ended			For the Six Months Ended
	June 29, 2013			June 29, 2013
Net sales
As reported	$	406,540		$	825,154
Pro forma	$	487,988		$	1,000,760
Loss from continuing operations
As reported	$	(18,996	)	$	(39,486	)
Pro forma	$	(32,275	)	$	(63,417	)
Loss per share from continuing operations - basic
As reported	$	(0.30	)	$	(0.62	)
Pro forma	$	(0.49	)	$	(0.96	)
Loss per share from continuing operations - diluted
As reported	$	(0.30	)	$	(0.62	)
Pro forma	$	(0.49	)	$	(0.96	)

The supplemental pro forma consolidated summary financial information is presented for comparative purposes only and does not purport to be indicative of the Company’s actual consolidated results of operations had the acquisition of certain

7

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

assets of National been consummated as of the beginning of the period noted above or of the Company’s expected future results of operations.

The Company has performed its assessment of the preliminary purchase price allocation by identifying and estimating the fair values of tangible and identifiable intangible assets, comprised of a leasehold interest and property, plant and equipment. Pro forma adjustments have been made to depreciation and amortization expense related to these estimated fair values, and to reflect the Company's borrowing rate in the above supplemental pro forma consolidated summary financial information. The pro forma operating results do not include any anticipated synergies related to combining the operations.

Express Label

On December 31, 2012, the Company acquired certain assets and assumed certain liabilities of Express Label Company ("Express Label"), which had annual net sales of approximately $5.4 million prior to the acquisition by the Company. The total purchase price was approximately $5.1 million, and was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at their acquisition date. The Express Label acquisition resulted in $0.1 million of goodwill, all of which is deductible for income tax purposes, and was assigned to the Company's label and packaging segment. The Company believes that the recognized goodwill related to Express Label is due to expected synergies and a reasonable market premium. The acquired identifiable intangible assets relate to: (i) customer relationships of $3.0 million, which are being amortized over their estimated useful life of 10 years; and (ii) a trade name of $0.3 million, which is being amortized over its estimated useful life of 10 years.

Express Label's results of operations and cash flows are included in the Company's statements of operations and cash flows from December 31, 2012.

3. Discontinued Operations

On September 28, 2013, the Company completed the sale of Custom Envelope. The Company received total net cash proceeds of approximately $47.0 million, of which $1.2 million was received in the second quarter of 2014. This resulted in the recognition of a total after-tax gain of $16.5 million, of which $14.9 million was recognized in the year ended 2013. The operating results of Custom Envelope are reported in discontinued operations in the Company's financial statements for all periods presented herein.

During the second quarter of 2013, the Company decided to exit the San Francisco market and closed a manufacturing facility within its print segment. The operating results of this manufacturing facility are reported in discontinued operations in the Company's financial statements for all periods presented herein.

The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's condensed consolidated balance sheets as of June 28, 2014, and December 28, 2013 (in thousands):

	June 28, 2014			December 28, 2013
Accounts receivable, net	$	—		$	9
Prepaid and other current assets	77			123
Assets of discontinued operations - current	77			132
Property, plant and equipment, net	—			33
Assets of discontinued operations - long-term	—			33
Accrued compensation and related liabilities	90			627
Other current liabilities	57			1,386
Liabilities of discontinued operations - current	147			2,013
Net assets	$	(70	)	$	(1,848	)

8

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes certain statement of operations information for discontinued operations (in thousands, except per share data):

	For the Three Months Ended					For the Six Months Ended
	June 28, 2014			June 29, 2013		June 28, 2014		June 29, 2013
Net sales	$	—		$	12,716	$	—	$	26,444
(Loss) income from discontinued operations before income taxes	(82		)	1,201		94		3,436
Income tax (benefit) expense on discontinued operations	(32		)	1,088		36		1,978
Gain on sale of discontinued operations (1)	714			—		1,559		—
Income from discontinued operations, net of taxes	$	664		$	113	$	1,617	$	1,458
Income per share - basic	$	0.01		$	—	$	0.02	$	0.02
Income per share - diluted	$	0.01		$	—	$	0.02	$	0.02

 __________________________

(1) The gain on the sale of discontinued operations is shown net of taxes of $0.5 million for the three months ended June 28, 2014, and $1.0 million for the six months ended June 28, 2014.

4. Inventories

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

	June 28, 2014		December 28, 2013
Raw materials	$	59,056	$	62,241
Work in process	16,428		21,698
Finished goods	85,018		77,626
	$	160,502	$	161,565

5. Property, Plant and Equipment

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

	June 28, 2014			December 28, 2013
Land and land improvements	$	14,507		$	14,507
Buildings and building improvements	95,346			97,674
Machinery and equipment	633,785			635,638
Furniture and fixtures	11,531			11,049
Construction in progress	20,156			11,828
	775,325			770,696
Accumulated depreciation	(482,519		)	(465,789		)
	$	292,806		$	304,907

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CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Sale Leaseback Transaction

During the first quarter of 2013, the Company sold one manufacturing facility related to its label and packaging segment, which had a net book value of $3.7 million for net proceeds of $6.3 million, and entered into a seven-year operating lease for the same facility. In connection with the sale, the Company recorded a deferred gain of $2.6 million, which will be 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 statements of operations.

Proceeds From Long-Lived Assets

During the first quarter of 2013, a press in the Company's label and packaging segment was destroyed by a fire. The Company's insurance policy provided coverage for business interruption and the replacement cost of the press. The insurance settlement was finalized during the second quarter of 2013 and the Company received cash proceeds of $4.4 million, resulting in a $2.7 million gain. The gain on the insurance settlement represents the difference between the replacement cost and carrying value of the press. The gain is recorded in other expense (income), net in the Company's statements of operations.

During the second quarter of 2013, the Company sold one manufacturing facility, which related to its envelope segment, for net proceeds of $1.7 million.

6. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill as of June 28, 2014, by reportable segment are as follows (in thousands):

	Envelope		Print		Label and Packaging			Total
Balance as of December 28, 2013	$	23,433	$	45,576	$	117,427		$	186,436
Foreign currency translation	—		156		(13		)	143
Balance as of June 28, 2014	$	23,433	$	45,732	$	117,414		$	186,579

Other intangible assets are as follows (in thousands):

		June 28, 2014										December 28, 2013
	Weighted Average Remaining Amortization Period (Years)	Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount
Intangible assets with definite lives:
Customer relationships	9	$	144,964	$	(27,234	)	$	(58,039	)	$	59,691	$	144,898	$	(27,234	)	$	(53,682	)	$	63,982
Trademarks and trade names	22	77,765		(55,367		)	(9,051		)	13,347		77,754		(55,367		)	(6,734		)	15,653
Leasehold interest	19	3,780		—			(152		)	3,628		3,780		—			(55		)	3,725
Patents	12	3,528		—			(3,140		)	388		3,528		—			(3,039		)	489
Non-compete agreements		140		—			(140		)	—		140		—			(140		)	—
Subtotal	11	230,177		(82,601		)	(70,522		)	77,054		230,100		(82,601		)	(63,650		)	83,849
Intangible assets with indefinite lives:
Trademarks		84,900		—			—			84,900		84,900		—			—			84,900
Total		$	315,077	$	(82,601	)	$	(70,522	)	$	161,954	$	315,000	$	(82,601	)	$	(63,650	)	$	168,749

10

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Annual amortization expense of intangible assets for the next five years is estimated to be as follows (in thousands):

	Annual Estimated  Expense
Remainder of 2014	$	4,856
2015	9,710
2016	7,942
2017	7,267
2018	7,125
2019	6,887
Thereafter	33,267
Total	$	77,054

Asset Impairments

There were no goodwill or intangible asset impairments recorded in the three and six months ended June 28, 2014, and June 29, 2013. 

7. Long-Term Debt

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

	June 28, 2014			December 28, 2013
ABL Facility, due 2017	$	150,400		$	121,400
8.500% junior priority secured notes due 2022 ($250.0 million and $0 outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	247,246			—
6.000% senior priority secured notes due 2019 ($540.0 million and $0 outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	534,057			—
8.875% senior second lien notes due 2018 ($0 and $400.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			398,326
Term Loan Facility due 2017 ($0 and $329.1 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			326,013
15% Unsecured Term Loan due 2017 ($0 and $10.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			9,500
11.5% senior notes due 2017 ($225.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013)	219,831			219,068
7% senior exchangeable notes due 2017	86,250			86,250
Other debt including capital leases	22,001			24,968
	1,259,785			1,185,525
Less current maturities	(7,001		)	(9,174		)
Long-term debt	$	1,252,784		$	1,176,351

The estimated fair value of the Company’s long-term debt was approximately $1.3 billion and $1.2 billion as of June 28, 2014, and December 28, 2013, respectively. The fair value was determined by the Company to be Level 2 under the fair value hierarchy, and was based upon review of observable pricing in secondary markets for each debt instrument.

As of June 28, 2014, the Company was in compliance with all covenants under its long-term debt.

11

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.000% Senior Priority Secured Notes

On June 26, 2014, the Company's wholly-owned subsidiary, Cenveo Corporation (the "Subsidiary Issuer") issued $540.0 million aggregate principal amount of 6.000% senior priority secured notes due 2019 (the "6.000% Notes"), which were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act of 1933.  The 6.000% Notes were issued at par, pursuant to an indenture (the "6.000% Indenture") among the Subsidiary Issuer, Cenveo, Inc. and the other guarantors party thereto, and The Bank of New York Mellon, as trustee and collateral agent. The Subsidiary Issuer will pay interest on the 6.000% Notes semi-annually, in cash in arrears, on February 1 and August 1 of each year, commencing on August 1, 2014. The 6.000% Notes have no required principal payments prior to their maturity on August 1, 2019.  The 6.000% Notes are guaranteed on a senior secured basis by Cenveo, Inc. and substantially all of its existing and future North American subsidiaries (other than the Subsidiary Issuer). As such, the 6.000% Notes rank pari passu with all of the Subsidiary Issuer's existing and future senior debt, and senior to any of the Subsidiary Issuer's subordinated debt and effectively junior to the Subsidiary Issuer's obligations under the ABL Facility. The Subsidiary Issuer may redeem the 6.000% Notes, in whole or in part, on or after February 1, 2019, at a redemption price of 100.0% plus accrued and unpaid interest. In addition, at any time between August 1, 2017, and February 1, 2019, the Subsidiary Issuer may redeem in whole or in part the remaining aggregate principal amount of the notes originally issued at a redemption price of 100% plus accrued and unpaid interest and a "make-whole" premium of not less than 1%. At any time prior to August 1, 2017, the Subsidiary Issuer may redeem up to 35% of the aggregate principal amount of the notes originally issued with the net cash proceeds of certain public equity offerings, at a redemption price of 106.0% plus accrued and unpaid interest. Each holder of the 6.000% Notes has the right to require the Subsidiary Issuer to repurchase such holder's notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest thereon, upon the occurrence of certain events specified in the indenture that constitute a change of control. The 6.000% Indenture contains a number of covenants which, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of the Subsidiary Issuer and the Company's other subsidiaries, to incur or guarantee additional indebtedness, make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock), permit restricted subsidiaries to pay dividends or make other distributions or payments, dispose of assets, make investments, grant liens on assets, merge or consolidate or transfer certain assets, and enter into transactions with affiliates. The 6.000% Indenture also contains certain customary affirmative covenants and events of default.

8.500% Junior Priority Secured Notes

Concurrently with the issuance of the 6.000% Notes on June 26, 2014, the Subsidiary Issuer issued $250.0 million aggregate principal amount of 8.500% junior priority secured notes due 2022 (the "8.500% Notes") which were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933.  The 8.500% Notes were issued at par, pursuant to an indenture (the "8.500% Indenture") among the Subsidiary Issuer, Cenveo, Inc. and the other guarantors party thereto, and The Bank of New York Mellon, as trustee and collateral agent. The Subsidiary Issuer will pay interest on the 8.500% Notes semi-annually, in cash in arrears, on March 15 and September 15 of each year, commencing September 15, 2014. The 8.500% Notes have no required principal payments prior to their maturity on September 15, 2022.  The 8.500% Notes are guaranteed on a junior secured basis by Cenveo, Inc. and substantially all of its existing and future North American subsidiaries (other than the Subsidiary Issuer). As such, the 8.500% Notes rank junior to any senior secured obligations of the Subsidiary Issuer, senior to any existing and future unsecured obligations of the Subsidiary Issuer, and senior to all existing and future obligations of the Subsidiary Issuer that are expressly subordinated to the 8.500% Notes. The Subsidiary Issuer may redeem the 8.500% Notes, in whole or in part, on or after September 15, 2017, September 15, 2018, September 15, 2019, or September 15, 2020, at redemption prices of 106.375%, 104.250%, 102.125% and 100.00%, respectively, plus accrued and unpaid interest. At any time prior to September 15, 2017, the Subsidiary Issuer may redeem up to 35% of the aggregate principal amount of the notes originally issued with the net cash proceeds of certain public equity offerings, at a redemption price of 108.5% plus accrued and unpaid interest. Each holder of the 8.500% Notes has the right to require the Subsidiary Issuer to repurchase such holder's notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest thereon, upon the occurrence of certain events specified in the indenture that constitute a change of control. The 8.500% Indenture contains a number of covenants which, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of the Subsidiary Issuer and the Company's other subsidiaries, to incur or guarantee additional indebtedness, make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock), permit restricted subsidiaries to pay dividends or make other distributions or payments, dispose of assets, make investments, grant liens on assets, merge or consolidate or transfer certain assets, and enter into transactions with affiliates. The 8.500% Indenture also contains certain customary affirmative covenants and events of default.

Net proceeds of the 6.000% Notes and 8.500% Notes were used to: (i) refinance the $360 million secured term loan facility (the "Term Loan Facility"), which at the time had a remaining principal balance of $327.3 million; (ii) refinance the 8.875% senior second lien notes due 2018 (the "8.875% Notes"), which at the time had a remaining principal balance of $400.0 million; and (iii) pay related fees, expenses and accrued interest. In connection with the issuance of the 6.000% Notes and the 8.500%

12

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Notes, the Company capitalized debt issuance costs of $14.7 million and $7.1 million, respectively, all of which will be amortized over the life of the 6.000% Notes and the 8.500% Notes.

A portion of the refinancing was accounted for as a modification of debt. As a result, the Company will continue to amortize a portion of the unamortized debt issuance costs on the 8.875% Notes and Term Loan Facility. The modification resulted in the recording of a discount of $5.9 million on the 6.000% Notes and $2.8 million on the 8.500% Notes, all of which is unamortized as of June 28, 2014.

Amendment to Term Loan Facility

In February 2014, the Company entered into an amendment to adjust, among other things, its covenant requirements under its Term Loan Facility. This amendment eliminated the maximum consolidated leverage ratio and replaced it with a maximum consolidated first lien leverage ratio, providing the Company additional financial flexibility. In connection with this amendment, the Company capitalized $1.5 million related to original issuance discount.

Extinguishments

In the second quarter of 2014, the Company extinguished its Term Loan Facility and its 8.875% Notes. In connection with this extinguishment, the Company recorded a loss on early extinguishment of debt of approximately $9.0 million, of which $5.8 million related to the write-off of unamortized debt issuance costs, and $3.2 million related to the write-off of original issuance discount. Additionally, in connection with the issuance of the 6.000% Notes and 8.500% Notes in the second quarter of 2014, the Company expensed debt issuance costs of $16.5 million, of which $1.6 million related to fees paid to third parties. The Company also used cash on hand of $9.4 million to repay in full the remaining principal balance on the unsecured $50.0 million aggregate principal amount term loan due 2017 (the "Unsecured Term Loan"). In connection with the extinguishment of the Unsecured Term Loan, the Company recorded a loss on early extinguishment of debt of approximately $1.0 million, of which $0.6 million related to the write-off of unamortized debt issuance costs, and $0.4 million related to the write-off of original issuance discount.

During the six months ended June 29, 2013, the Company extinguished $15.0 million of its Unsecured Term Loan. In connection with the extinguishment, the Company recorded a loss on early extinguishment of debt of approximately $1.3 million, of which $0.7 million related to the write-off of unamortized debt issuance costs and $0.6 million related to the write-off of original issuance discount.

In the second quarter of 2013, and in connection with the refinancing of its term loan and revolving credit facilities, the Company recorded a loss on early extinguishment of debt of approximately $6.4 million, of which $4.1 million related to consent fees paid to consenting lenders, $2.1 million related to the write-off of unamortized debt issuance costs and $0.2 million related to the write-off of original issuance discount.

In the first quarter of 2013, the Company extinguished all of its 7.875% senior subordinated notes due 2013 ("7.875% Notes"). In connection with the extinguishment, the Company recorded a loss on early extinguishment of debt of approximately$0.1 million,all of which relates to the write-off of unamortized debt issuance costs.

Subsequent Event

During the third quarter of 2014, the Company exchanged $3.0 million of its 7% senior exchangeable notes due 2017 (the "7% Notes") for approximately one million shares of the Company's common stock. Subsequent to the exchange, the 7% Notes had an outstanding principal balance of $83.3 million.

8. Commitments and Contingencies

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

The Company is involved in certain environmental matters and has been designated as a potentially responsible party for certain hazardous waste sites. There have been no material changes related to these environmental matters and, based on information currently available, the Company believes that remediation of these environmental matters will not have a material effect on the Company’s financial statements.

13

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company’s income, sales and use and other tax returns are routinely subject to audit by various authorities. The Company believes that the resolution of any matters raised during such audits will not have a material effect on the Company’s financial statements.

The Company participates in a number of multi-employer pension plans for union employees ("Multi-Employer Plans") and is exposed to significant risks and uncertainties arising from its participation in these Multi-Employer Plans. These risks and uncertainties, including changes in future contributions due to partial or full withdrawal of the Company and other participating employers from these Multi-Employer Plans, could significantly increase the Company’s future contributions or the underfunded status of these Multi-Employer Plans. Two of the Multi-Employer Plans are in mass withdrawal status. While it is not possible to quantify the potential impact of future actions of the Company or other participating employers from these Multi-Employer Plans, continued participation in or withdrawal from these multi-employer pension plans could have a material effect on the Company’s financial statements.

9. Fair Value Measurements

Certain assets and liabilities of the Company are required to be recorded at fair value on either a recurring or nonrecurring basis. Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. There were no assets or liabilities recorded at fair value on a recurring or nonrecurring basis as of June 28, 2014, and June 29, 2013.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, net, long-term debt and accounts payable. The carrying values of cash and cash equivalents, accounts receivable, net, current maturities of long-term debt and accounts payable are reasonable estimates of their fair values as of June 28, 2014, and December 28, 2013, due to the short-term nature of these instruments. See Note 7 for fair value of the Company’s long-term debt. Additionally, the Company records the assets acquired and liabilities assumed in its acquisitions (Note 2) at fair value.

10. Retirement Plans

The components of the net periodic (benefit) expense for the Company’s pension plans, supplemental executive retirement plans ("SERP") and other postretirement benefit plans ("OPEB") are as follows (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Service cost	$	—		$	—		$	1		$	—
Interest cost	3,707			3,421			7,413			6,842
Expected return on plan assets	(5,206		)	(4,618		)	(10,412		)	(9,236		)
Net amortization and deferral	—			(2		)	—			(4		)
Recognized net actuarial loss	794			1,992			1,587			3,984
Net periodic (benefit) expense	$	(705	)	$	793		$	(1,411	)	$	1,586

Interest cost on projected benefit obligation includes $0.2 million related to the Company’s SERP and OPEB plans in each of the three month periods ended June 28, 2014, and June 29, 2013, and $0.4 million in each of the six month periods ended June 28, 2014, and June 29, 2013.

For the six months ended June 28, 2014, the Company made total contributions of $6.9 million to its pension, SERP and OPEB plans. The Company expects to contribute approximately $11.2 million to its pension, SERP and OPEB plans for the remainder of 2014.

14

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. Stock-Based Compensation

Total stock-based compensation expense recognized in selling, general and administrative expenses in the Company’s statements of operations was $0.8 million and $1.0 million for the three months ended June 28, 2014, and June 29, 2013, respectively and $1.7 million and $2.0 million for the six months ended June 28, 2014, and June 29, 2013, respectively.

As of June 28, 2014, there was approximately $1.5 million of total unrecognized compensation cost related to unvested stock-based compensation grants, which is expected to be amortized over a weighted average period of 1.6 years.

Stock Options

A summary of the Company’s outstanding stock options as of and for the six months ended June 28, 2014, is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 28, 2013	1,778,000		$	5.23	2.4	$	259
Granted	—		—
Exercised	—		—			$	—
Forfeited/expired	(75,000	)	5.57
Outstanding at June 28, 2014	1,703,000		$	5.21	2.0	$	300
Exercisable at June 28, 2014	1,476,500		$	5.46	1.7	$	75

RSUs

A summary of the Company’s non-vested restricted share units ("RSUs") as of and for the six months ended June 28, 2014, is as follows:

	RSUs		Weighted Average Grant Date Fair Value
Non-vested at December 28, 2013	980,750		$	3.91
Granted	88,236		3.06
Vested	(529,250	)	4.44
Forfeited	(625	)	5.62
Non-vested at June 28, 2014	539,111		$	3.24

On May 1, 2014, 88,236 RSUs were issued to certain members of the Company's Board of Directors. The RSUs vest one year from the date of issuance. The fair value of these awards was determined based on the Company's stock price on the date of issuance.

The total fair value of RSUs which vested during the three and six months ended June 28, 2014, was $1.1 million and $1.7 million, respectively.

15

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. Restructuring and Other Charges

The Company currently has three active cost savings, restructuring and integration plans: (i) two plans related to the implementation of cost savings initiatives focused on overhead cost eliminations, including headcount reductions, and the potential closure of certain manufacturing facilities (the "2014 Plan" and the "2013 Plan"); and (ii) the plan related to the integration of certain assets of National into existing envelope operations (the "National Plan").

2014 Plan

During the first quarter of 2014, the Company began implementing the 2014 Plan, which primarily focuses on overhead cost eliminations, including headcount reductions, and the potential closure of certain manufacturing facilities. The Company expects to be substantially complete with the 2014 Plan during the 2015 fiscal year.

2013 Plan

During the first quarter of 2013, the Company began implementing the 2013 Plan, which primarily focuses on overhead cost eliminations, including headcount reductions, and the potential closure of certain manufacturing facilities. The Company expects to be substantially complete with the 2013 Plan during the 2014 fiscal year.

Acquisition Integration Plans

Upon the completion of the acquisition of certain assets of National, the Company developed and began implementing the National Plan. Since the date of acquisition, activities related to the National Plan included the closure and consolidation of three envelope facilities into one facility. Additionally, the Company is in the midst of consolidating six additional envelope facilities into three facilities. The Company expects the National Plan to be completed during 2014.

Upon the completion of the Envelope Product Group ("EPG") acquisition, the Company developed and implemented its plan to integrate EPG into its existing envelope operations (the "EPG Plan"). Since the date of acquisition, activities related to the EPG Plan have included the closure and consolidation of five manufacturing facilities into the Company's existing operations and the elimination of duplicative headcount. The Company has substantially completed the EPG Plan.

2012 Plan

In 2012, the Company announced the closure and consolidation of a print plant and an envelope plant into its existing print operations. Additionally, the Company began implementing a cost savings initiative (the "2012 Plan"), which primarily focused on the Company's print and envelope segments and corporate expenses. This initiative focused on the consolidation of office and warehouse space and other overhead cost elimination plans, including headcount reductions.

Residual Plans

The Company currently has certain residual cost savings, restructuring and integration plans (the "Residual Plans"). As a result of these cost savings actions over the last eight years, the Company has closed or consolidated a significant amount of manufacturing facilities and has had a significant number of headcount reductions.

The Company does not anticipate any significant future expenses related to either the 2012 Plan or the Residual Plans.

16

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following tables present the details of the expenses recognized as a result of these plans.

2014 Activity

Restructuring and other charges for the three months ended June 28, 2014 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses			Lease Termination Expenses		Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2014 Plan	$	81		$	—		$	—		$	—	$	—	$	—	$	81
	2012 Plan	—			—			—			—		—		1		1
	Residual Plans	—			—			—			—		34		38		72
	Acquisition Integration Plans	1,632			1,613			982			214		—		1,023		5,464
Total Envelope		1,713			1,613			982			214		34		1,062		5,618
Print
	2014 Plan	145			—			—			—		—		101		246
	2013 Plan	(89		)	(19		)	—			74		—		102		68
	2012 Plan	—			—			—			5		3		—		8
	Residual Plans	—			—			(1		)	136		119		22		276
Total Print		56			(19		)	(1		)	215		122		225		598
Label and Packaging
	2014 Plan	321			—			—			—		—		—		321
	2013 Plan	1			—			—			—		—		—		1
	Residual Plans	—			—			—			14		—		—		14
Total Label and Packaging		322			—			—			14		—		—		336
Corporate
	2014 Plan	769			—			—			—		—		17		786
Total Corporate		769			—			—			—		—		17		786
Total Restructuring and Other Charges		$	2,860		$	1,594		$	981		$	443	$	156	$	1,304	$	7,338

17

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restructuring and other charges for the six months ended June 28, 2014 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2014 Plan	$	81		$	—		$	—	$	—		$	—	$	—	$	81
	2013 Plan	(1		)	—			—		—			—		—		(1		)
	2012 Plan	—			—			—		(198		)	—		1		(197		)
	Residual Plans	—			—			—		—			66		54		120
	Acquisition Integration Plans	1,725			2,214			1,618		1,604			—		1,471		8,632
Total Envelope		1,805			2,214			1,618		1,406			66		1,526		8,635
Print
	2014 Plan	152			—			—		—			—		101		253
	2013 Plan	299			(41		)	—		207			—		394		859
	2012 Plan	—			—			—		9			732		—		741
	Residual Plans	—			—			—		76			106		569		751
Total Print		451			(41		)	—		292			838		1,064		2,604
Label and Packaging
	2014 Plan	572			—			—		—			—		—		572
	2013 Plan	27			—			—		—			—		—		27
	Residual Plans	—			—			—		28			—		—		28
Total Label and Packaging		599			—			—		28			—		—		627
Corporate
	2014 Plan	1,373			—			—		—			—		46		1,419
Total Corporate		1,373			—			—		—			—		46		1,419
Total Restructuring and Other Charges		$	4,228		$	2,173		$	1,618	$	1,726		$	904	$	2,636	$	13,285

18

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2013 Activity

Restructuring and other charges for the three months ended June 29, 2013 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2013 Plan	$	37		$	—		$	—	$	—		$	—	$	20	$	57
	2012 Plan	(8		)	118			139		156			—		429		834
	Residual Plans	—			—			—		—			26		6		32
	Acquisition Integration Plans	(57		)	(130		)	506		29			—		264		612
Total Envelope		(28		)	(12		)	645		185			26		719		1,535
Print
	2013 Plan	434			—			—		90			—		14		538
	2012 Plan	(1		)	—			—		2			—		52		53
	Residual Plans	—			—			—		369			97		105		571
Total Print		433			—			—		461			97		171		1,162
Label and Packaging
	2013 Plan	104			—			—		—			—		8		112
	Residual Plans	—			—			—		(185		)	—		—		(185		)
Total Label and Packaging		104			—			—		(185		)	—		8		(73		)
Corporate
	2013 Plan	66			—			—		—			—		—		66
	Residual Plans	—			—			—		—			—		34		34
Total Corporate		66			—			—		—			—		34		100
Total Restructuring and Other Charges		$	575		$	(12	)	$	645	$	461		$	123	$	932	$	2,724

19

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restructuring and other charges for the six months ended June 29, 2013 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2013 Plan	$	79		$	—		$	10	$	—		$	—	$	20	$	109
	2012 Plan	(18		)	118			183		204			—		637		1,124
	Residual Plans	—			—			—		—			49		11		60
	Acquisition Integration Plans	461			(130		)	709		3			—		339		1,382
Total Envelope		522			(12		)	902		207			49		1,007		2,675
Print
	2013 Plan	1,140			—			—		90			—		14		1,244
	2012 Plan	(74		)	147			39		4			—		56		172
	Residual Plans	—			—			10		421			153		143		727
Total Print		1,066			147			49		515			153		213		2,143
Label and Packaging
	2013 Plan	355			—			—		—			—		12		367
	Residual Plans	(4		)	—			—		(161		)	—		—		(165		)
Total Label and Packaging		351			—			—		(161		)	—		12		202
Corporate
	2013 Plan	1,791			—			—		—			—		21		1,812
	Residual Plans	23			—			—		—			—		51		74
Total Corporate		1,814			—			—		—			—		72		1,886
Total Restructuring and Other Charges		$	3,753		$	135		$	951	$	561		$	202	$	1,304	$	6,906

20

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A summary of the activity related to the restructuring liabilities for all the cost savings, restructuring and integration initiatives were as follows (in thousands):

	Employee Separation Costs			Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses			Building Clean-up, Equipment Moving and Other Expenses			Total
2014 Plan
Balance as of December 28, 2013	$	—		$	—		$	—		$	—		$	—
Accruals, net	2,178			—			—			147			2,325
Payments	(2,005		)	—			—			(147		)	(2,152		)
Balance as of June 28, 2014	$	173		$	—		$	—		$	—		$	173
2013 Plan
Balance as of December 28, 2013	$	837		$	56		$	—		$	—		$	893
Accruals, net	325			207			—			394			926
Payments	(929		)	(125		)	—			(394		)	(1,448		)
Balance as of June 28, 2014	$	233		$	138		$	—		$	—		$	371
2012 Plan
Balance as of December 28, 2013	$	—		$	327		$	5,400		$	—		$	5,727
Accruals, net	—			(189		)	732			1			544
Payments	—			(62		)	(160		)	(1		)	(223		)
Balance as of June 28, 2014	$	—		$	76		$	5,972		$	—		$	6,048
Residual Plans
Balance as of December 28, 2013	$	—		$	1,017		$	15,155		$	—		$	16,172
Accruals, net	—			104			172			623			899
Payments	—			(149		)	(1,256		)	(623		)	(2,028		)
Balance as of June 28, 2014	$	—		$	972		$	14,071		$	—		$	15,043
Acquisition Integration Plans
Balance as of December 28, 2013	$	155		$	2,503		$	—		$	—		$	2,658
Accruals, net	1,725			1,604			—			3,089			6,418
Payments	(1,227		)	(986		)	—			(3,089		)	(5,302		)
Balance as of June 28, 2014	$	653		$	3,121		$	—		$	—		$	3,774
Total Restructuring Liability	$	1,059		$	4,307		$	20,043		$	—		$	25,409

13. Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in the balances of each component of AOCI, net of tax (in thousands):

		Foreign Currency Translation			Pension and Other Postretirement Benefits			Total
Balance as of December 28, 2013		$	(1,584	)	$	(38,716	)	$	(40,300	)
	Other comprehensive income before reclassifications	733			—			733
	Amounts reclassified from AOCI	—			960			960
	Other comprehensive income	733			960			1,693
Balance as of June 28, 2014		$	(851	)	$	(37,756	)	$	(38,607	)

21

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Reclassifications from AOCI

AOCI Components (in thousands)		Amounts Reclassified from AOCI					Amounts Reclassified from AOCI					Income Statement Line Item
		For the Three Months Ended					For the Six Months Ended
		June 28, 2014			June 29, 2013		June 28, 2014			June 29, 2013
Changes in pension and other employee benefit accounts:
	Net actuarial losses (1)	$	794		$	—	$	1,587		$	—	Selling, general and administrative expenses
		794			—		1,587			—		Total before tax
Taxes		(314		)	—		(627		)	—		Income tax (benefit) expense
Total reclassifications for the period		$	480		$	—	$	960		$	—	Net of tax

 __________________________

(1) In the first quarter of 2014, the Company began to reclassify the amortization of net actuarial losses from AOCI on a quarterly basis. Previously, these amounts were reclassified on an annual basis.

14.  Income (Loss) per Share

Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if the stock options, RSUs and, when applicable, performance share units ("PSUs," and collectively with the stock options and RSUs, the "Equity Awards") to issue common stock were exercised. The second approach, the if converted method, reflects the potential dilution of the Equity Awards and the 7% Notes being exchanged for common stock. Under this method, interest expense associated with the 7% Notes, net of tax, is added back to income from continuing operations and the shares outstanding are increased by the underlying 7% Notes equivalent.

For the six months ended June 28, 2014, and June 29, 2013, the effect of approximately 21.0 million and 24.7 million shares, respectively, related to the exchange of the 7% Notes for common stock and the issuance of common stock upon exercise of the Equity Awards, were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive.

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

22

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Numerator for basic and diluted loss per share:
Loss from continuing operations	$	(39,301	)	$	(18,996	)	$	(56,088	)	$	(39,486	)
Income from discontinued operations, net of taxes	664			113			1,617			1,458
Net loss	$	(38,637	)	$	(18,883	)	$	(54,471	)	$	(38,028	)
Denominator for weighted average common shares outstanding:
Basic shares	66,496			63,922			66,416			63,881
Dilutive effect of 7% notes	—			—			—			—
Dilutive effect of Equity Awards	—			—			—			—
Diluted shares	66,496			63,922			66,416			63,881
(Loss) income per share – basic:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)
(Loss) income per share – diluted:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)

15. Segment Information

The Company operates four operating segments: envelope, print, label and packaging. Based upon similar economic characteristics and management reporting, the Company has aggregated the label and packaging operating segments to have a total of three reportable segments: envelope, print and label and packaging. The envelope segment provides direct mail offerings and transactional and stock envelopes. The print segment provides a wide array of print offerings such as high-end printed materials including car brochures, advertising literature, corporate identity and brand marketing material, digital printing and content management. The label and packaging segment specializes in the design, manufacturing and printing of labels such as custom labels, overnight packaging labels, pressure-sensitive prescription labels, full body shrink sleeves, and specialized folded carton packaging.

Operating income (loss) of each segment includes all costs and expenses directly related to the segment's operations. Corporate expenses include corporate general and administrative expenses including stock-based compensation.

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

23

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net sales:
Envelope	$	229,593		$	161,304		$	471,264		$	327,757
Print	124,986			121,554			253,383			248,799
Label and Packaging	124,831			123,682			244,882			248,598
Total	$	479,410		$	406,540		$	969,529		$	825,154
Operating income (loss):
Envelope	$	9,332		$	10,125		$	19,138		$	19,135
Print	4,741			2,018			5,981			3,025
Label and Packaging	11,048			12,908			21,241			24,452
Corporate	(11,774		)	(8,209		)	(22,941		)	(18,092		)
Total	$	13,347		$	16,842		$	23,419		$	28,520
Restructuring and other charges:
Envelope	$	5,618		$	1,535		$	8,635		$	2,675
Print	598			1,162			2,604			2,143
Label and Packaging	336			(73		)	627			202
Corporate	786			100			1,419			1,886
Total	$	7,338		$	2,724		$	13,285		$	6,906
Depreciation and intangible asset amortization:
Envelope	$	5,134		$	3,376		$	10,288		$	7,250
Print	6,052			5,283			11,752			11,148
Label and Packaging	4,413			4,515			8,290			9,101
Corporate	1,200			1,423			2,530			2,736
Total	$	16,799		$	14,597		$	32,860		$	30,235
Net sales by product line:
Envelope	$	229,593		$	161,304		$	471,264		$	327,757
Print	124,986			121,554			253,383			248,799
Label	82,475			82,133			161,161			167,517
Packaging	42,356			41,549			83,721			81,081
Total	$	479,410		$	406,540		$	969,529		$	825,154
Intercompany sales:
Envelope	$	1,227		$	1,054		$	2,759		$	1,989
Print	6,525			1,865			7,712			2,688
Label and Packaging	1,946			2,094			4,123			3,693
Total	$	9,698		$	5,013		$	14,594		$	8,370

	June 28, 2014		December 28, 2013
Total assets:
Envelope	$	459,960	$	472,334
Print	299,291		320,720
Label and Packaging	373,994		356,183
Corporate	69,367		64,467
Total	$	1,202,612	$	1,213,704

24

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Condensed Consolidating Financial Information

Cenveo, Inc. is a holding company (the "Parent Company"), which is the ultimate parent of all Cenveo subsidiaries. The Parent Company’s wholly owned subsidiary, Cenveo Corporation (the "Subsidiary Issuer"), issued the 6.000% Notes, the 8.500% Notes, the 7.875% Notes, the 8.875% Notes, the 7% Notes, and the 11.5% senior notes due 2017 (the "11.5% Notes," and collectively with the 6.000% Notes, the 8.500% Notes, the 7.875% Notes, the 8.875% Notes, and the 7% 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 North American subsidiaries, other than the Subsidiary Issuer (the "Guarantor Subsidiaries").

Presented below is condensed consolidating financial information for the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of June 28, 2014, and December 28, 2013, and for the three and six months ended June 28, 2014, and June 29, 2013.  The condensed consolidating financial information has been presented to show the financial position, results of operations and cash flows of the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, assuming the guarantee structure of the Subsidiary Issuer Notes was in effect at the beginning of the periods presented.

The supplemental condensed consolidating financial information reflects the investments of the Parent Company in the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries using the equity method of accounting. The Company’s primary transactions with its subsidiaries, other than the investment account and related equity in net income (loss) of subsidiaries, are the intercompany payables and receivables between its subsidiaries.

25

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	7,352		$	236		$	1,740		$	—		$	9,328
Accounts receivable, net	—			122,733			154,750			1,100			—			278,583
Inventories	—			84,844			74,669			989			—			160,502
Notes receivable from subsidiaries	—			36,938			3,245			—			(40,183		)	—
Prepaid and other current assets	—			52,278			5,867			2,488			—			60,633
Assets of discontinued operations - current	—			—			77			—			—			77
Total current assets	—			304,145			238,844			6,317			(40,183		)	509,123
Investment in subsidiaries	(548,648		)	1,903,678			3,378			7,829			(1,366,237		)	—
Property, plant and equipment, net	—			127,246			164,916			644			—			292,806
Goodwill	—			25,540			155,548			5,491			—			186,579
Other intangible assets, net	—			9,627			151,288			1,039			—			161,954
Other assets, net	—			46,183			5,456			511			—			52,150
Total assets	$	(548,648	)	$	2,416,419		$	719,430		$	21,831		$	(1,406,420	)	$	1,202,612
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,000		$	4,001		$	—		$	—		$	7,001
Accounts payable	—			131,371			100,349			581			—			232,301
Accrued compensation and related liabilities	—			26,785			7,953			524			—			35,262
Other current liabilities	—			53,095			18,345			630			—			72,070
Liabilities of discontinued operations - current	—			—			147			—			—			147
Intercompany payable (receivable)	—			1,382,926			(1,390,735		)	7,809			—			—
Notes payable to issuer	—			—			36,938			3,245			(40,183		)	—
Total current liabilities	—			1,597,177			(1,223,002		)	12,789			(40,183		)	346,781
Long-term debt	—			1,252,784			—			—			—			1,252,784
Other liabilities	—			115,106			38,754			(2,165		)	—			151,695
Shareholders’ (deficit) equity	(548,648		)	(548,648		)	1,903,678			11,207			(1,366,237		)	(548,648		)
Total liabilities and shareholders’ (deficit) equity	$	(548,648	)	$	2,416,419		$	719,430		$	21,831		$	(1,406,420	)	$	1,202,612

26

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	227,225		$	249,377		$	2,808		$	—		$	479,410
Cost of sales	—			194,081			203,786			1,569			—			399,436
Selling, general and administrative expenses	—			33,898			21,601			341			—			55,840
Amortization of intangible assets	—			185			3,131			133			—			3,449
Restructuring and other charges	—			6,517			821			—			—			7,338
Operating (loss) income	—			(7,456		)	20,038			765			—			13,347
Interest expense, net	—			26,519			147			—			—			26,666
Intercompany interest (income) expense	—			(216		)	216			—			—			—
Loss on early extinguishment of debt, net	—			26,480			—			—			—			26,480
Other expense (income), net	—			409			(219		)	22			—			212
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(60,648		)	19,894			743			—			(40,011		)
Income tax (benefit) expense	—			(597		)	(252		)	139			—			(710		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(60,051		)	20,146			604			—			(39,301		)
Equity in (loss) income of subsidiaries	(38,637		)	21,306			604			—			16,727			—
(Loss) income from continuing operations	(38,637		)	(38,745		)	20,750			604			16,727			(39,301		)
Income from discontinued operations, net of taxes	—			108			556			—			—			664
Net (loss) income	(38,637		)	(38,637		)	21,306			604			16,727			(38,637		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,125			645			(37		)	—			(1,733		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			480			—			—			—			480
Currency translation adjustment	—			—			682			(37		)	—			645
Comprehensive (loss) income	$	(37,512	)	$	(37,512	)	$	21,951		$	567		$	14,994		$	(37,512	)

27

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	468,692		$	494,554		$	6,283	$	—		$	969,529
Cost of sales	—			404,806			405,330			4,457		—			814,593
Selling, general and administrative expenses	—			67,506			43,151			677		—			111,334
Amortization of intangible assets	—			370			6,262			266		—			6,898
Restructuring and other charges	—			10,448			2,837			—		—			13,285
Operating (loss) income	—			(14,438		)	36,974			883		—			23,419
Interest expense, net	—			54,342			234			—		—			54,576
Intercompany interest (income) expense	—			(486		)	486			—		—			—
Loss on early extinguishment of debt, net	—			26,498			—			—		—			26,498
Other expense (income), net	—			226			(544		)	21		—			(297		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(95,018		)	36,798			862		—			(57,358		)
Income tax (benefit) expense	—			(988		)	(489		)	207		—			(1,270		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(94,030		)	37,287			655		—			(56,088		)
Equity in (loss) income of subsidiaries	(54,471		)	39,378			655			—		14,438			—
(Loss) income from continuing operations	(54,471		)	(54,652		)	37,942			655		14,438			(56,088		)
Income from discontinued operations, net of taxes	—			181			1,436			—		—			1,617
Net (loss) income	(54,471		)	(54,471		)	39,378			655		14,438			(54,471		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,693			733			582			—		(3,008		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			960			—			—		—			960
Currency translation adjustment	—			—			151			582		—			733
Comprehensive (loss) income	$	(52,778	)	$	(52,778	)	$	40,111		$	1,237	$	11,430		$	(52,778	)

28

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 28, 2014  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,672		$	(79,382	)	$	54,411		$	(2,128	)	$	—	$	(25,427	)
Net cash used in operating activities of discontinued operations	—			(730		)	(957		)	—			—		(1,687		)
Net cash provided by (used in) operating activities	1,672			(80,112		)	53,454			(2,128		)	—		(27,114		)
Cash flows from investing activities:
Capital expenditures	—			(8,424		)	(8,306		)	(47		)	—		(16,777		)
Purchase of investment	—			(2,000		)	—			—			—		(2,000		)
Proceeds from sale of property, plant and equipment	—			166			154			—			—		320
Net cash used in investing activities of continuing operations	—			(10,258		)	(8,152		)	(47		)	—		(18,457		)
Net cash provided by investing activities of discontinued operations	—			1,033			1,163			—			—		2,196
Net cash used in investing activities	—			(9,225		)	(6,989		)	(47		)	—		(16,261		)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	—			540,000			—			—			—		540,000
Proceeds from issuance of 8.500% junior secured priority notes due 2022	—			250,000			—			—			—		250,000
Payment of financing-related costs and expenses and debt issuance discounts	—			(35,017		)	—			—			—		(35,017		)
Repayments of other long-term debt	—			(1,500		)	(1,467		)	—			—		(2,967		)
Purchase and retirement of common stock upon vesting of RSUs	(562		)	—			—			—			—		(562		)
Repayment of 15% Unsecured Term Loan due 2017	—			(10,000		)	—			—			—		(10,000		)
Repayment of Term Loan Facility due 2017	—			(329,100		)	—			—			—		(329,100		)
Repayment of 8.875% senior second lien notes due 2018	—			(400,000		)	—			—			—		(400,000		)
Borrowings under ABL Facility due 2017	—			287,900			—			—			—		287,900
Repayments under ABL Facility due 2017	—			(258,900		)	—			—			—		(258,900		)
Intercompany advances	(1,110		)	43,802			(44,766		)	2,074			—		—
Net cash (used in) provided by financing activities	(1,672		)	87,185			(46,233		)	2,074			—		41,354
Effect of exchange rate changes on cash and cash equivalents	—			—			4			16			—		20
Net (decrease) increase in cash and cash equivalents	—			(2,152		)	236			(85		)	—		(2,001		)
Cash and cash equivalents at beginning of period	—			9,504			—			1,825			—		11,329
Cash and cash equivalents at end of period	$	—		$	7,352		$	236		$	1,740		$	—	$	9,328

29

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 28, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	9,504		$	—		$	1,825		$	—		$	11,329
Accounts receivable, net	—			128,214			152,091			1,281			—			281,586
Inventories	—			89,830			71,722			13			—			161,565
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			46,050			6,813			2,490			—			55,353
Assets of discontinued operations - current	—			—			132			—			—			132
Total current assets	—			310,536			230,758			5,609			(36,938		)	509,965
Investment in subsidiaries	(496,980		)	1,865,003			5,385			6,725			(1,380,133		)	—
Property, plant and equipment, net	—			134,326			169,770			811			—			304,907
Goodwill	—			25,540			155,561			5,335			—			186,436
Other intangible assets, net	—			9,930			157,621			1,198			—			168,749
Other assets, net	—			37,952			5,175			487			—			43,614
Assets of discontinued operations - long-term	—			—			33			—			—			33
Total assets	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	6,600		$	2,574		$	—		$	—		$	9,174
Accounts payable	—			148,678			94,889			661			—			244,228
Accrued compensation and related liabilities	—			20,684			10,969			486			—			32,139
Other current liabilities	—			60,845			19,674			679			—			81,198
Liabilities of discontinued operations - current	—			1,372			641			—			—			2,013
Intercompany payable (receivable)	—			1,341,397			(1,349,273		)	7,876			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,579,576			(1,183,588		)	9,702			(36,938		)	368,752
Long-term debt	—			1,173,457			2,894			—			—			1,176,351
Other liabilities	—			127,234			39,994			(1,647		)	—			165,581
Shareholders’ (deficit) equity	(496,980		)	(496,980		)	1,865,003			12,110			(1,380,133		)	(496,980		)
Total liabilities and shareholders’ (deficit) equity	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704

30

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	160,726		$	242,563		$	3,251		$	—		$	406,540
Cost of sales	—			137,030			196,847			3,258			—			337,135
Selling, general and administrative expenses	—			26,661			20,471			201			—			47,333
Amortization of intangible assets	—			136			2,237			133			—			2,506
Restructuring and other charges	—			2,015			700			9			—			2,724
Operating (loss) income	—			(5,116		)	22,308			(350		)	—			16,842
Interest expense, net	—			28,134			105			(4		)	—			28,235
Intercompany interest (income) expense	—			(304		)	304			—			—			—
Loss on early extinguishment of debt, net	—			7,720			—			—			—			7,720
Other expense (income), net	—			509			(2,604		)	(196		)	—			(2,291		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(41,175		)	24,503			(150		)	—			(16,822		)
Income tax expense (benefit)	—			1,063			1,149			(38		)	—			2,174
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(42,238		)	23,354			(112		)	—			(18,996		)
Equity in (loss) income of subsidiaries	(18,883		)	22,123			(112		)	—			(3,128		)	—
(Loss) income from continuing operations	(18,883		)	(20,115		)	23,242			(112		)	(3,128		)	(18,996		)
Income (loss) from discontinued operations, net of taxes	—			1,232			(1,119		)	—			—			113
Net (loss) income	(18,883		)	(18,883		)	22,123			(112		)	(3,128		)	(18,883		)
Other comprehensive (loss) income:
Other comprehensive (loss) income of subsidiaries	(2,329		)	(2,329		)	(2,033		)	—			6,691			—
Currency translation adjustment	—			—			(296		)	(2,033		)	—			(2,329		)
Comprehensive (loss) income	$	(21,212	)	$	(21,212	)	$	19,794		$	(2,145	)	$	3,563		$	(21,212	)

31

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	328,430		$	489,912		$	6,812		$	—		$	825,154
Cost of sales	—			281,183			401,544			6,310			—			689,037
Selling, general and administrative expenses	—			53,642			41,614			422			—			95,678
Amortization of intangible assets	—			273			4,475			265			—			5,013
Restructuring and other charges	—			4,849			2,044			13			—			6,906
Operating (loss) income	—			(11,517		)	40,235			(198		)	—			28,520
Interest expense, net	—			57,598			219			(7		)	—			57,810
Intercompany interest (income) expense	—			(654		)	654			—			—			—
Loss on early extinguishment of debt, net	—			7,847			—			—			—			7,847
Other expense (income), net	—			878			(2,699		)	(174		)	—			(1,995		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(77,186		)	42,061			(17		)	—			(35,142		)
Income tax expense	—			2,711			1,608			25			—			4,344
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(79,897		)	40,453			(42		)	—			(39,486		)
Equity in (loss) income of subsidiaries	(38,028		)	39,290			(42		)	—			(1,220		)	—
(Loss) income from continuing operations	(38,028		)	(40,607		)	40,411			(42		)	(1,220		)	(39,486		)
Income (loss) from discontinued operations, net of taxes	—			2,579			(1,121		)	—			—			1,458
Net (loss) income	(38,028		)	(38,028		)	39,290			(42		)	(1,220		)	(38,028		)
Other comprehensive (loss) income :
Other comprehensive (loss) income of subsidiaries	(3,108		)	(3,108		)	(1,919		)	—			8,135			—
Currency translation adjustment	—			—			(1,189		)	(1,919		)	—			(3,108		)
Comprehensive (loss) income	$	(41,136	)	$	(41,136	)	$	36,182		$	(1,961	)	$	6,915		$	(41,136	)

32

CENVEO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 29, 2013  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,977		$	(56,895	)	$	61,867		$	(1,211	)	$	—	$	5,738
Net cash provided by operating activities of discontinued operations	—			2,486			1,122			—			—		3,608
Net cash provided by (used in) operating activities	1,977			(54,409		)	62,989			(1,211		)	—		9,346
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(5,145		)	—			—			—		(5,145		)
Capital expenditures	—			(8,900		)	(6,654		)	(61		)	—		(15,615		)
Purchase of investment	—			(1,650		)	—			—			—		(1,650		)
Proceeds from insurance claim	—			—			3,036			—			—		3,036
Proceeds from sale of property, plant and equipment	—			222			7,339			—			—		7,561
Net cash (used in) provided by investing activities of continuing operations	—			(15,473		)	3,721			(61		)	—		(11,813		)
Net cash used in investing activities of discontinued operations	—			(115		)	—			—			—		(115		)
Net cash (used in) provided by investing activities	—			(15,588		)	3,721			(61		)	—		(11,928		)
Cash flows from financing activities:
Repayment of 7.875% senior subordinated notes	—			(67,848		)	—			—			—		(67,848		)
Repayment of Term Loan B due 2016	—			(389,105		)	—			—			—		(389,105		)
Payment of financing-related costs and expenses and debt issuance discounts	—			(13,884		)	—			—			—		(13,884		)
Repayments of other long-term debt	—			—			(2,413		)	—			—		(2,413		)
Purchase and retirement of common stock upon vesting of RSUs	(363		)	—			—			—			—		(363		)
Repayments under Revolving Credit Facility, net	—			(18,000		)	—			—			—		(18,000		)
Proceeds from issuance of 15% Unsecured Term Loan due 2017	—			50,000			—			—			—		50,000
Repayment of 15% Unsecured Term Loan due 2017	—			(15,000		)	—			—			—		(15,000		)
Proceeds from issuance of Term Loan Facility due 2017	—			360,000			—			—			—		360,000
Borrowings under ABL Facility due 2017	—			266,700			—			—			—		266,700
Repayments under ABL Facility due 2017	—			(163,900		)	—			—			—		(163,900		)
Intercompany advances	(1,614		)	65,307			(64,526		)	833			—		—
Net cash (used in) provided by financing activities	(1,977		)	74,270			(66,939		)	833			—		6,187
Effect of exchange rate changes on cash and cash equivalents	—			—			7			154			—		161
Net increase (decrease) in cash and cash equivalents	—			4,273			(222		)	(285		)	—		3,766
Cash and cash equivalents at beginning of period	—			5,763			286			2,061			—		8,110
Cash and cash equivalents at end of period	$	—		$	10,036		$	64		$	1,776		$	—	$	11,876

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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, which we refer to as MD&A, of Cenveo, Inc. and its subsidiaries, which we refer to as Cenveo, should be read in conjunction with the accompanying condensed consolidated 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 for the fiscal year ended December 28, 2013, which we refer to as our 2013 Form 10-K. Item 7 of our 2013 Form 10-K describes the application of our critical accounting policies, for which there have been no significant changes as of June 28, 2014.

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 which 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 which could cause actual results to differ materially from management’s expectations include, without limitation: (i) recent United States and global economic conditions have adversely affected us and could continue to do so; (ii) our substantial level of 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 available to us which could further exacerbate our risk exposure from debt; (vi) our ability to successfully integrate acquired businesses with our business; (vii) a decline in our consolidated profitability or profitability within one of our individual reporting units could result in the impairment of our assets, including goodwill and other long-lived assets; (viii) the industries in which we operate our business are highly competitive and extremely fragmented; (ix) a general absence of long-term customer agreements in our industries, subjecting our business to quarterly and cyclical fluctuations; (x) factors affecting the United States postal services impacting demand for our products; (xi) the availability of the Internet and other electronic media adversely affecting our business; (xii) increases in paper costs and decreases in the availability of raw materials; (xiii) our labor relations; (xiv) our compliance with environmental laws; (xv) our dependence on key management personnel; and (xvi) any failure, interruption or security lapse of our information technology systems. 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 Securities and Exchange Commission, which we refer to as the SEC.

Business Overview

We are a diversified manufacturing company focused on print-related products. Our broad portfolio of products includes envelope converting, commercial printing, label manufacturing and specialty packaging. We operate a global network of strategically located manufacturing facilities, serving a diverse base of over 100,000 customers.

Our business strategy has been, and continues to be, focused on improving sales performance, pursuing and integrating strategic acquisitions, improving our cost and capital structure, and maintaining reasonable levels of financial flexibility. We believe this strategy has allowed us to diversify our revenue base, maintain our low cost structure and deliver quality product offerings to our customers.

We operate our business in three complementary reportable segments: the envelope segment, the print segment and the label and packaging segment. During the fourth quarter of 2013, we completed a realignment of our segments as a result of a change in management reporting and strategy. Previously, we reported our segments as the print and envelope segment and the label and packaging segment.

Envelope. We are the largest envelope manufacturer in North America. On September 16, 2013, we enhanced our manufacturing capabilities and reduced capacity in the envelope industry with the acquisition of certain assets of National Envelope Corporation, which we refer to as National. Our envelope segment represented approximately 47.9% and 48.6% of our net sales for the three and six months ended June 28, 2014, respectively.

34

Our envelope segment offers direct mail products used for customer solicitations and transactional envelopes used for

billing and remittance by end users including financial institutions, insurance companies and telecommunications companies. We also produce a broad line of specialty and stock envelopes which are sold through wholesalers, and to the office product market through distributors.

Print. We are one of the leading commercial printers in North America. Our print segment represented approximately 26.1% of our net sales for both the three and six months ended June 28, 2014.

Our print segment primarily caters to the consumer products, automotive, travel and leisure and telecommunications industries. We provide a wide array of 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, digital printing and content management. The broad selection of print products we produce includes car brochures, annual reports, direct mail products, advertising literature, corporate identity materials and brand marketing materials.  Our content management business offers complete solutions, including: editing, content processing, content management, electronic peer review, production, distribution and reprint marketing.

Label and Packaging.  We are a leading label manufacturer and the largest North American prescription label manufacturer for retail pharmacy chains. On December 31, 2012, we added to our label business with the acquisition of Express Label Company, which we refer to as Express Label. Our specialty packaging business currently focuses on specialty folded carton packaging and shrink-sleeve packaging. Our label and packaging segment represented approximately 26.0% and 25.3% of our net sales for the three and six months ended June 28, 2014, respectively.

Our label and packaging segment produces a diverse line of custom labels for a broad range of industries including manufacturing, warehousing, packaging, food and beverage, and health and beauty, which we sell through extensive networks within the resale channels. We provide direct mail and overnight packaging labels, food and beverage labels, and shelf and scale labels for national and regional customers. We produce pressure-sensitive prescription labels for the retail pharmacy chain market. We produce premium, high-quality promotional packaging offerings including folded carton and full body shrink sleeves. Our primary customers for our specialty packaging products are pharmaceutical, apparel, neutraceutical and other large, multinational consumer product companies.

Consolidated Operating Results

This MD&A includes an overview of our condensed consolidated results of operations for the three and six months ended June 28, 2014, and June 29, 2013, followed by a discussion of the results of operations of each of our reportable segments for the same periods. Our results for the three and six months ended June 28, 2014, include the operating results of National. Our results for the three and six months ended June 29, 2013, do not include the operating results of National.

2014 Overview

The print-related industries are highly fragmented and extremely competitive due to over-capacity and pricing pressures. We believe these factors, combined with a slow general economic recovery, will continue to impact our results of operations in 2014.

Our current management focus is on the following areas:

Improving Sales Performance

Our sales focus has been, and will continue to be, on our customers’ experience across each of our businesses, ensuring we meet our customers’ demands. We seek to expand our relationship with them through cross-selling initiatives available within our platform. During 2013, we implemented a customer relationship management tool across our entire sales platform, and we focused on our e-commerce platform through both capital investments and incremental headcount. We have been successful in our recruiting efforts focusing on attracting not only talented individuals with experience in our current business lines, but also individuals with experience in complementary industry channels. We expect these focus points, along with our expanded geographic presence from the acquisition of certain assets of National, will allow us to experience modest sales growth despite operating in challenging industries and an uncertain economy.

In addition, the uncoated free sheet paper market, which is the primary input for our envelope segment and certain other products, experienced supply reductions beginning in the fourth quarter of 2013, and into the first quarter of 2014. As a result, our suppliers announced price increases which became effective for us during our fourth quarter of 2013. We began to pass along

35

these increases, as well as other ancillary raw material costs, which we were unable to pass through to our envelope customers over the past two years, in the fourth quarter of 2013. Additionally, during the first quarter of 2014, our paper suppliers announced a second round of price increases, which are not yet effective. We have had early success passing along price increases, resulting in an increase in our average selling price in the second quarter of 2014 versus the second quarter of 2013, which has more than offset the average year-over-year increase in uncoated free sheet paper prices. However, we cannot be assured we will be successful in every effort, and any increase in price may have an adverse impact on future product orders from our customers.

Integrating Certain Assets of National

We believe our acquisition of certain assets of National will provide much needed capacity reductions within the envelope industry. We developed and began implementing our plan to integrate those assets with our existing envelope operations in the third quarter of 2013. At this time, we expect this integration to take in excess of a year to complete due to the condition of National’s operating platform and asset base at the time of acquiring these assets out of bankruptcy. To date, we have completed the consolidation of our west coast operations, which included the consolidation of three envelope facilities into one facility. Additionally, we are in the midst of consolidating six additional envelope facilities into three facilities, and we now expect to be complete with these consolidations during 2014, instead of 2015 as originally planned. As a result of this accelerated consolidation, we have experienced inefficiencies in our operations that we originally anticipated occurring over a longer duration in our initial integration plan. Our second quarter 2014 results include the impact of this accelerated timeline, and we expect this to continue through the remainder of 2014. We believe this accelerated integration timeline will better position us for 2015.

Improving our Cost Structure

We continue to monitor our cost structure as marketplace conditions warrant, and expect to further reduce costs as necessary. With the facility consolidations related to integrating National with our existing operations and select downsizing of certain commercial print assets, we believe our fixed costs will be reduced significantly as we exit 2014. We also continue to focus on strategic investments, capital expenditures and acquisitions in areas that we believe will strengthen our manufacturing platform and product offerings. We continue to review strategic alternatives for business lines we believe are underperforming or non-strategic to our future operations.

Improving our Capital Structure

Since the beginning of 2011, we have been focused on improving our capital structure through a number of initiatives including working capital improvements, exiting underperforming or non-strategic businesses, and taking advantage of attractive leveraged loan and high yield debt market conditions. Since we began this initiative, we have reduced our outstanding debt and weighted average interest rate, despite our continued reinvestments of cash into our businesses via four acquisitions, focused capital expenditures, and incurring over $90 million in transaction costs associated with the improvement of our capital structure. In December of 2013, primarily due to our acquisition of certain assets of National, we increased our borrowing capacity on our asset-based revolving credit facility, which we refer to as the ABL Facility, to $230 million from $200 million, supported by over $60 million of suppressed capacity underlying our ABL Facility. The accordion feature within our ABL Facility will, subject to the satisfaction of customary conditions, permit us to borrow up to an additional $20 million to further enhance our capital structure by using this lower interest rate vehicle to address our higher interest rate debt currently outstanding.

On June 26, 2014, we issued $540.0 million aggregate principal amount of 6.000% senior priority secured notes due 2019, which we refer to as the 6.000% Notes, and $250.0 million aggregate principal amount of 8.500% junior priority secured notes due 2022, which we refer to as the 8.500% Notes. Net proceeds from the 6.000% Notes and 8.500% Notes were used to refinance: (i) the $360 million secured term loan facility, which we refer to as the Term Loan Facility, which at the time had a remaining principal balance of $327.3 million; and (ii) the 8.875% senior second lien notes due 2018, which we refer to as the 8.875% Notes, which at the time had a remaining principal balance of $400.0 million. This transaction results in reductions in future cash interest expense, a significant extension of our existing maturities and will allow us greater flexibility to address our higher interest rate debt instruments in the future.

Additionally, during the second quarter of 2014, we used cash on hand of $9.4 million to repay in full the remaining principal balance on our unsecured $50.0 million aggregate principal amount term loan due 2017, which we refer to as the Unsecured Term Loan.

Discontinued Operations

In September 2013, we completed the sale of our custom envelope business, which we refer to as Custom Envelope, within our envelope segment. We received total net proceeds of $47.0 million, of which $1.2 million was received in the second

36

quarter of 2014. The operating results of this divestiture are reported in discontinued operations in our condensed consolidated financial statements for all periods presented.

During the second quarter of 2013, we decided to exit the San Francisco market and closed a manufacturing facility within our print segment. The operating results of this manufacturing facility are reported in discontinued operations in our condensed consolidated financial statements for all periods presented.

Collectively, we refer to these businesses as the Discontinued Operations.

Reportable Segments

We operate three complementary reportable segments: the envelope segment, the print segment and the label and packaging segment.

See below for a summary of net sales and operating income for 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 three and six month reporting periods consisted of 13 weeks and 26 weeks, respectively, and ended on June 28, 2014, and June 29, 2013.

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
	(in thousands, except per share amounts)						(in thousands, except per share amounts)
Net sales	$	479,410		$	406,540		$	969,529		$	825,154
Operating income (loss):
Envelope	$	9,332		$	10,125		$	19,138		$	19,135
Print	4,741			2,018			5,981			3,025
Label and Packaging	11,048			12,908			21,241			24,452
Corporate	(11,774		)	(8,209		)	(22,941		)	(18,092		)
Total operating income	13,347			16,842			23,419			28,520
Interest expense, net	26,666			28,235			54,576			57,810
Loss on early extinguishment of debt, net	26,480			7,720			26,498			7,847
Other expense (income), net	212			(2,291		)	(297		)	(1,995		)
Loss from continuing operations before income taxes	(40,011		)	(16,822		)	(57,358		)	(35,142		)
Income tax (benefit) expense	(710		)	2,174			(1,270		)	4,344
Loss from continuing operations	(39,301		)	(18,996		)	(56,088		)	(39,486		)
Income from discontinued operations, net of taxes	664			113			1,617			1,458
Net loss	$	(38,637	)	$	(18,883	)	$	(54,471	)	$	(38,028	)
(Loss) income per share – basic:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)
(Loss) income per share – diluted:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)

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Net Sales

Net sales increased$72.9 million, or 17.9%, in the second quarter of 2014, as compared to the second quarter of 2013. Sales in our envelope segment increased$68.3 million, sales in our print segment increased$3.4 million, and sales in our label and packaging segment increased$1.1 million.

Net sales increased$144.4 million, or 17.5%, in the first six months of 2014, as compared to the first six months of 2013. Sales in our envelope segment increased$143.5 million and sales in our print segment increased$4.6 million, which was partially offset by decreased sales of $3.7 million in our label and packaging segment.

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$3.5 million, or 20.8%, in the second quarter of 2014, as compared to the second quarter of 2013. This decrease was primarily due to an increase in corporate expenses of $3.6 million, a decrease in operating income from our label and packaging segment of $1.9 million and a decrease in operating income from our envelope segment of $0.8 million, partially offset by an increase in operating income from our print segment of $2.7 million.

Operating income decreased$5.1 million, or 17.9%, in the first six months of 2014, as compared to the first six months of 2013. This decrease was primarily due to an increase in corporate expenses of $4.8 million and a decrease in operating income from our label and packaging segment of $3.2 million, partially offset by an increase in operating income from our print segment of $3.0 million. Operating income for our envelope segment remained flat for the first six months of 2014, as compared to the first six months of 2013.

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

Interest Expense

Interest expense decreased$1.6 million to $26.7 million in the second quarter of 2014, as compared to $28.2 million in the second quarter of 2013. The decrease was primarily due to: (i) principal repayments made on our Unsecured Term Loan, and on our Term Loan Facility, since the first quarter of 2013 using cash flow from operations and proceeds from the sale of Custom Envelope; and (ii) lower interest rates as a result of our debt refinancing in the second quarter of 2013. Interest expense in the second quarter of 2014 reflected average outstanding debt of approximately $1.2 billion and a weighted average interest rate of 7.8%. This compares to average outstanding debt of approximately $1.2 billion and a weighted average interest rate of 8.1% in the second quarter of 2013.

Interest expense decreased$3.2 million to $54.6 million in the first six months of 2014, as compared to $57.8 million in the first six months of 2013. The decrease was primarily due to: (i) principal repayments made on our Term Loan Facility and Unsecured Term Loan since the first quarter of 2013, using cash flow from operations and proceeds from the sale of Custom Envelope; and (ii) lower interest rates as a result of our debt refinancing in the second quarter of 2013. Interest expense in the first six months of 2014 reflected average outstanding debt of approximately $1.2 billion and a weighted average interest rate of 7.8%. This compares to average outstanding debt of approximately $1.2 billion and a weighted average interest rate of 8.4% in the first six months of 2013.

We expect interest expense for the remainder of 2014 will be lower than the same period in 2013, primarily due to the refinancing of the Term Loan Facility and 8.875% Notes in the second quarter of 2014, and the concurrent repayment in full of the Unsecured Term Loan.

Loss on Early Extinguishment of Debt

In the second quarter of 2014, we extinguished our Term Loan Facility and 8.875% Notes. In connection with this extinguishment, we recorded a loss on early extinguishment of debt of approximately $9.0 million, of which $5.8 million related to the write-off of unamortized debt issuance costs, and $3.2 million related to the write-off of original issuance discount. Additionally, in connection with the issuance of the 6.000% Notes and 8.500% Notes in the second quarter of 2014, we expensed debt issuance costs of $16.5 million, of which $1.6 million related to fees paid to third parties. We also used cash on hand of $9.4 million in the second quarter of 2014 to repay in full the remaining principal balance on the Unsecured Term Loan. In connection

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with the extinguishment of the Unsecured Term Loan, we recorded a loss on early extinguishment of debt of approximately $1.0 million, of which $0.6 million related to the write-off of unamortized debt issuance costs, and $0.4 million related to the write-off of original issuance discount.

During the second quarter of 2013, we incurred an aggregate loss on early extinguishment of debt of $7.7 million. Of the total, $6.4 million was associated with the refinancing of our term loan and revolving credit facilities, of which $4.1 million related to consent fees paid to consenting lenders, $2.1 million related to the write-off of unamortized debt issuance costs and $0.2 million related to the write-off of original issuance discount, and $1.3 million related to the early extinguishment of a portion of our Unsecured Term Loan.

Additionally, during the first quarter of 2013, in connection with refinancing activities, we incurred a loss on early extinguishment of debt of $0.1 million, which related to unamortized debt issuance costs associated with the extinguishment of our 7.875% senior subordinated notes due 2013, which we refer to as the 7.875% Notes.

Income Taxes

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
	(in thousands)						(in thousands)
Income tax (benefit) expense from U.S. operations	$	(569	)	$	2,267		$	(1,259	)	$	4,311
Income tax (benefit) expense from foreign operations	(141		)	(93		)	(11		)	33
Income tax (benefit) expense	$	(710	)	$	2,174		$	(1,270	)	$	4,344
Effective income tax rate	1.8		%	(12.9		)%	2.2		%	(12.4		)%

Income Tax Expense

In the second quarter of 2014, we had an income tax benefit of $0.7 million, compared to an income tax expense of $2.2 million in the second quarter of 2013. The tax benefit for the second quarter of 2014 and the tax expense for the second quarter of 2013 primarily related to income taxes on our domestic operations.

In the first six months of 2014, we had an income tax benefit of $1.3 million, compared to an income tax expense of $4.3 million in the first six months of 2013. The tax benefit for the first six months of 2014 and the tax expense for the first six months of 2013 primarily related to income taxes on our domestic operations.

Our effective tax rate for the three and six months ended June 28, 2014 was lower than the federal statutory rate, primarily due to recording a valuation allowance charge of $13.1 million and $17.8 million during the three and six months ended June 28, 2014, against deferred tax assets generated in the respective periods, primarily from pre-tax operating losses. Our effective tax rate for the three and six months ended June 29, 2013, was lower than the federal statutory rate primarily due to non-deductible expenses and state income taxes.

Valuation Allowance

We review the likelihood that we will realize the benefit of our deferred tax assets, and therefore the need for valuation allowances, on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence. The factors considered in our determination of the probability of the realization of the deferred tax assets include, but are not limited to: recent historical financial results, historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, the duration of statutory carryforward periods and tax planning strategies. If, based upon the weight of available evidence, it is more likely than not the deferred tax assets will not be realized, a valuation allowance is recorded.

Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. We utilize a rolling twelve quarters of pre-tax income or loss adjusted for significant permanent book to tax differences as a measure of our cumulative results in recent years. In the United States, our analysis indicates that we have cumulative three year historical losses on this basis. While there are significant

39

impairment, restructuring and refinancing charges driving our cumulative three year loss, this is considered significant negative evidence which is objective and verifiable and, therefore, difficult to overcome. However, the three year loss position is not solely determinative and accordingly, we consider all other available positive and negative evidence in our analysis. Based upon our analysis, we believe it is more likely than not that the net deferred tax assets in the United States will not be fully realized in the future. Accordingly, we increased our valuation allowance related to those net deferred tax assets by $13.1 million to $121.1 million in the three months ended June 28, 2014. Deferred tax assets related to foreign tax credit carryforwards also did not reach the more likely than not realizability criteria and accordingly, were subject to a valuation allowance. During the three months ended June 28, 2014, our valuation allowance related to these deferred tax assets was unchanged at $7.4 million.

    There is no corresponding income tax benefit recognized with respect to losses incurred and no corresponding income tax expense recognized with respect to earnings generated in jurisdictions with a valuation allowance. This causes variability in our effective tax rate. We intend to maintain the valuation allowances until it is more likely than not that the net deferred tax assets will be realized. If operating results improve on a sustained basis, or if certain tax planning strategies are implemented, our conclusions regarding the need for valuation allowances could change, resulting in the reversal of the valuation allowances in the future, which could have a significant impact on income tax expense or benefit in the period recognized and subsequent periods.

Income from Discontinued Operations, Net of Taxes

As a result of exploring opportunities to divest certain non-strategic or underperforming businesses within our manufacturing platform, we decided to exit the San Francisco market and closed a manufacturing facility within the print segment in the second quarter of 2013. Additionally, in the third quarter of 2013, we completed the sale of Custom Envelope within the envelope segment. The results of operations and cash flows of these businesses are reflected within discontinued operations for all periods presented herein, including the related tax effects.

In the second quarter of 2014, income from Discontinued Operations was $0.7 million, primarily comprised of a $0.7 million gain related to the sale of Custom Envelope, net of tax expense of $0.5 million.

In the first six months of 2014, income from Discontinued Operations was $1.6 million, primarily comprised of a $1.6 million gain related to the sale of Custom Envelope, net of tax expense of $1.0 million.

In the second quarter of 2013, income from Discontinued Operations was $0.1 million, which includes income from the operations of our Discontinued Operations of $0.1 million, net of tax expense of $1.1 million.

In the first six months of 2013, income from Discontinued Operations was $1.5 million, which includes income from the operations of our Discontinued Operations of $1.5 million, net of tax expense of $2.0 million.

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Segment Operations

Our Chief Executive Officer monitors the performance of the ongoing operations of our three reportable segments. We assess performance based on net sales and operating income.

Envelope

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
	(in thousands)						(in thousands)
Segment net sales	$	229,593		$	161,304		$	471,264		$	327,757
Segment operating income	$	9,332		$	10,125		$	19,138		$	19,135
Operating income margin	4.1		%	6.3		%	4.1		%	5.8		%
Restructuring and other charges	$	5,618		$	1,535		$	8,635		$	2,675

Segment Net Sales

Segment net sales for our envelope segment increased$68.3 million, or 42.3%, in the second quarter of 2014, as compared to the second quarter of 2013, primarily due to: (i) sales generated from the integration of certain assets of National with our operations, as National was not included in our results in the second quarter of 2013; (ii) increased demand from certain direct mail customers, primarily financial institutions; and (iii) higher sales revenues due to product mix changes and our ability to pass along paper price increases to certain customers.

Segment net sales for our envelope segment increased$143.5 million, or 43.8%, in the first six months of 2014, as compared to the first six months of 2013, primarily due to: (i) sales generated from the integration of certain assets of National with our operations, as National was not included in our results in the first six months of 2013; (ii) higher sales revenues due to product mix changes and our ability to pass along paper price increases to certain customers; and (iii) increased demand from certain direct mail customers, primarily financial institutions.

We anticipate continued improvement of net sales throughout 2014, mainly due to the integration of National with our existing operations and the pass-through of announced paper price increases to our customer base.

Segment Operating Income

Segment operating income for our envelope segment decreased$0.8 million, or 7.8%, in the second quarter of 2014, as compared to the second quarter of 2013. The decrease was primarily due to: (i) higher restructuring and other charges of $4.1 million primarily due to the closure and consolidation of several envelope plants related to the integration of National with our existing operations; and (ii) higher selling, general and administrative expenses of $4.0 million in the second quarter of 2014, primarily due to higher commission expense from increased sales, expenses related to the integration of certain assets of National with our operations, and incremental expenses of National, as National was not included in our results in the second quarter of 2013. The decrease was partially offset by higher gross margin of $7.3 million, primarily due to: (i) increased sales volumes from the integration of certain assets of National with our operations, as National was not included in our results in the second quarter of 2013; and (ii) product mix changes and our ability to pass along paper price increases to certain customers.

Segment operating income for our envelope segment remained flat for the first six months of 2014, as compared to the first six months of 2013. Segment operating income included higher gross margin of $14.3 million, primarily due to: (i) increased sales volumes from the integration of certain assets of National with our operations, as National was not included in our results in the first six months of 2013; and (ii) product mix changes and our ability to pass along paper price increases to certain customers. The increase in gross margins was offset by: (i) higher selling, general and administrative expenses of $8.2 million in the first six months of 2014, primarily due to higher commission expense from increased sales, expenses related to the integration of certain assets of National with our operations, and incremental expenses of National, as National was not included in our results in the first six months of 2013; and (ii) higher restructuring and other charges of $6.0 million primarily due to the closure and consolidation of several envelope plants related to the integration of National with our existing operations.

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Print

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
	(in thousands)						(in thousands)
Segment net sales	$	124,986		$	121,554		$	253,383		$	248,799
Segment operating income	$	4,741		$	2,018		$	5,981		$	3,025
Operating income margin	3.8		%	1.7		%	2.4		%	1.2		%
Restructuring and other charges	$	598		$	1,162		$	2,604		$	2,143

Segment Net Sales

Segment net sales for our print segment increased$3.4 million, or 2.8%, in the second quarter of 2014, as compared to the second quarter of 2013. Segment net sales for our print segment increased$4.6 million, or 1.8%, in the first six months of 2014, as compared to the first six months of 2013. The increases were primarily due to new account wins and from changes in product mix, partially offset by sales declines due to the closure of two print facilities since the second quarter of 2013.

Segment Operating Income

Segment operating income for our print segment increased$2.7 million, or 134.9%, in the second quarter of 2014, as compared to the second quarter of 2013. This increase was primarily due to: (i) higher gross margin of $4.1 million, primarily related to higher sales volumes and cost reduction actions; and (ii) lower restructuring and other charges of $0.6 million. These increases were partially offset by: (i) increased selling, general and administrative expenses of $1.2 million primarily related to increased commissions due to increased sales volumes; and (ii) higher amortization expense on intangible assets of $0.8 million related to the accelerated retirement of certain trade names.

Segment operating income for our print segment increased$3.0 million, or 97.7%, in the first six months of 2014, as compared to the first six months of 2013. This increase was primarily due to higher gross margin of $6.1 million, primarily related to higher sales volumes and cost reduction actions. These increases were partially offset by: (i) higher amortization expense on intangible assets of $1.5 million related to the accelerated retirement of certain trade names; (ii) increased selling, general and administrative expenses of $1.1 million primarily related to increased commissions due to increased sales volumes; and (iii) higher restructuring and other charges of $0.5 million, primarily related to the closure of a print facility.

Label and Packaging

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
	(in thousands)						(in thousands)
Segment net sales	$	124,831		$	123,682		$	244,882		$	248,598
Segment operating income	$	11,048		$	12,908		$	21,241		$	24,452
Operating income margin	8.9		%	10.4		%	8.7		%	9.8		%
Restructuring and other charges	$	336		$	(73	)	$	627		$	202

Segment Net Sales

Segment net sales for our label and packaging segment increased$1.1 million, or 0.9%, in the second quarter of 2014, as compared to the second quarter of 2013. Net sales from our label operations increased$0.3 million, primarily due to changes in product mix in our prescription and overnight packaging label businesses, partially offset by volume declines from our decision to exit our dry gum product line within our specialty papers business, as well as lower volumes from our retail customers. Net sales from our packaging operations increased$0.8 million, primarily due to increased sales volume from new account wins, partially offset by lower pricing due to product mix.

Segment net sales for our label and packaging segment decreased$3.7 million, or 1.5%, in the first six months of 2014, as compared to the first six months of 2013. Net sales from our label operations declined$6.4 million, primarily due to volume

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declines from our decision to exit our dry gum product line within our specialty papers business, as well as lower demand in our custom products business and weather-related issues in the first quarter of 2014. Net sales from our packaging operations increased$2.6 million, primarily due to increased sales volume from new account wins, partially offset by lower pricing due to product mix.

Segment Operating Income

Segment operating income for our label and packaging segment decreased$1.9 million, or 14.4%, in the second quarter of 2014, as compared to the second quarter of 2013. The decrease was primarily due to: (i) higher selling, general and administrative expenses of $1.0 million in 2014, primarily due to our investments in e-commerce and information technology related to these businesses; and (ii) higher restructuring and other charges of $0.4 million.

Segment operating income for our label and packaging segment decreased$3.2 million, or 13.1%, in the first six months of 2014, as compared to the first six months of 2013. The decrease was primarily due to higher selling, general and administrative expenses of $2.1 million in 2014, primarily due to: (i) our investments in e-commerce and information technology related to these businesses; (ii) higher restructuring and other charges of $0.4 million; and (iii) lower gross margin of $0.4 million, primarily due to lower sales volumes in our label operations.

Corporate Expenses

Corporate expenses include the costs of running our corporate headquarters. Corporate expenses increased$3.6 million in the second quarter of 2014, as compared to the second quarter of 2013, primarily due to lower vendor-related discounts and costs related to the integration of National. Corporate expenses increased$4.8 million in the first six months of 2014, as compared to the first six months of 2013, primarily due to lower vendor-related discounts and costs related to the integration of National.

Restructuring and Other Charges

During the first six months of 2014, we implemented a cost savings initiative, which we refer to as the 2014 Plan, primarily focused on overhead cost eliminations, including headcount reductions and the potential closure of certain manufacturing facilities. Additionally, during the first six months of 2014, we continued implementing a cost savings initiative, which we refer to as the 2013 Plan, primarily focused on overhead cost eliminations, including headcount reductions and the potential closure of certain manufacturing facilities. We also continued implementing our plan to integrate certain assets of National, acquired in the third quarter of 2013, by completing the consolidation of our west coast operations, which included the consolidation of three envelope facilities into one facility. Additionally, we are in the midst of consolidating six additional envelope facilities into three facilities, and we now expect to be complete with these consolidations during 2014, instead of 2015 as originally planned. As a result of this accelerated consolidation, we have experienced inefficiencies in our operations that we originally anticipated occurring over a longer duration in our initial integration plan. Our second quarter 2014 results include the impact of this accelerated timeline, and we expect this to continue through the remainder of 2014. We believe this accelerated integration timeline will better position us for 2015.

During the second quarter of 2014, as a result of our restructuring and integration activities, we incurred $7.3 million of restructuring and other charges, which included $2.9 million of employee separation costs, $1.6 million of net non-cash charges on long-lived assets, equipment moving expenses of $1.0 million, lease termination expenses of $0.4 million, multi-employer pension withdrawal expenses of $0.2 million and building clean-up and other expenses of $1.3 million.

During the first six months of 2014, as a result of our restructuring and integration activities, we incurred $13.3 million of restructuring and other charges, which included $4.2 million of employee separation costs, $2.2 million of net non-cash charges on long-lived assets, equipment moving expenses of $1.6 million, lease termination expenses of $1.7 million, multi-employer pension withdrawal expenses of $0.9 million and building clean-up and other expenses of $2.6 million.

During the second quarter of 2013, as a result of our restructuring and integration activities, we incurred $2.7 million of restructuring and other charges, which included $0.6 million of employee separation costs, equipment moving expenses of $0.6 million, lease termination expenses of $0.5 million, multi-employer pension withdrawal expenses of $0.1 million and building clean-up and other expenses of $0.9 million.

During the first six months of 2013, as a result of our restructuring and integration activities, we incurred $6.9 million of restructuring and other charges, which included $3.8 million of employee separation costs, $0.1 million of net non-cash charges on long-lived assets, equipment moving expenses of $1.0 million, lease termination expenses of $0.6 million, multi-employer pension withdrawal expenses of $0.2 million and building clean-up and other expenses of $1.3 million.

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As of June 28, 2014, our total restructuring liability was $25.4 million, of which $6.2 million is included in other current liabilities and $19.2 million, which is expected to be paid through 2032, is included in other liabilities in our condensed consolidated balance sheet. Our multi-employer pension withdrawal liabilities are $20.0 million of our remaining restructuring liabilities. We believe these liabilities represent our anticipated ultimate withdrawal liabilities; however, we are exposed to significant risks and uncertainties arising from our participation in these multi-employer pension plans. While it is not possible to quantify the potential impact of our future actions or the future actions of other participating employers from the multi-employer pension plans for which we have exited, our anticipated ultimate withdrawal liabilities may be significantly impacted in the future due to lower future contributions or increased withdrawals from other participating employers.

There were no goodwill or intangible asset impairments recorded in the three and six months ended June 28, 2014, and June 29, 2013. 

Liquidity and Capital Resources

Net Cash (Used In) Provided By Operating Activities of Continuing Operations. Net cash used in operating activities of continuing operations was $25.4 million in the first six months of 2014, primarily due to: (i) a use of cash of $28.7 million from working capital; and (ii) pension and postretirement plan contributions of $6.9 million. The use of working capital primarily resulted from: (i) accelerated cash payments of interest of $14.5 million in the second quarter in connection with the refinancing of the 8.875% Notes and Term Loan Facility; and (ii) a use of cash related to a vendor arrangement in connection with the acquisition of certain assets of National. This use of cash was partially offset by our net loss adjusted for non-cash items of $16.0 million.

Net cash provided by operating activities of continuing operations was $5.7 million in the first six months of 2013, which was primarily due to our net loss adjusted for non-cash items of $10.4 million, and a source of cash of $5.9 million from working capital, partially offset by pension and postretirement plan contributions, net of pension expense, of $5.3 million. The source of working capital primarily resulted from: (i) a source of cash from accounts receivables due to the timing of collections from and sales to our customers; and (ii) a source of cash from other working capital changes primarily due to the timing of interest payments on our outstanding debt. These sources of cash were offset in part by a use of cash from inventory.

Cash provided by operating activities is generally sufficient to meet 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 invested cash balances and/or our revolving credit 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 (Used In) Provided By Operating Activities of Discontinued Operations. Represents the net cash (used in)provided by operating activities of our Discontinued Operations.

Net Cash Used In Investing Activities of Continuing Operations. Net cash used in investing activities of continuing operations was $18.5 million in the first six months of 2014, primarily resulting from: (i) capital expenditures of $16.8 million; and (ii) the purchase of an investment of $2.0 million. These uses of cash were offset in part by proceeds received from the sale of property, plant and equipment of $0.3 million.

Net cash used in investing activities of continuing operations was $11.8 million in the first six months of 2013, primarily due to: (i) capital expenditures of $15.6 million; (ii) $5.1 million of cash consideration for the acquisition of Express Label; and (iii) the purchase of an investment of $1.7 million. These uses of cash were offset in part by proceeds received from the sale of property, plant and equipment of $7.6 million and proceeds received from an insurance claim of $3.0 million as a result of a fire that destroyed a press in our label and packaging segment.

Our debt agreements limit capital expenditures to $45.0 million in 2014 plus any proceeds received from the sale of property, plant and equipment and, if certain conditions are satisfied, any unused permitted amounts from 2013. We estimate that we will spend approximately $30.0 million on capital expenditures in 2014, 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 Provided By (Used In) Investing Activities of Discontinued Operations. Represents the net cash provided by (used in) our Discontinued Operations related to investing activities. In the first six months of 2014, the cash provided by

44

discontinued investing activities of $2.2 million is comprised of net cash proceeds received in 2014 related to the sale of Custom Envelope.

In the first six months of 2013, the cash used in discontinued investing activities of $0.1 million relates primarily to capital expenditures of our Discontinued Operations.

Net Cash Provided By Financing Activities. Net cash provided by financing activities of continuing operations was $41.4 million in the first six months of 2014, primarily due to: (i) net borrowings of $29.0 million under our ABL Facility; and (ii) net cash proceeds from the 6.000% Notes and 8.500% Notes and the related refinancing of the Term Loan Facility and 8.875% Notes, after payment of financing-related costs and expenses, partially offset by: (i) the repayment in full of our Unsecured Term Loan of $10.0 million; and (ii) the payment of other long-term debt of $3.0 million.

Net cash provided by financing activities of continuing operations was $6.2 million in the first six months of 2013, primarily due to: (i) proceeds from the issuance of our Term Loan Facility; (ii) proceeds from our ABL Facility; and (iii) proceeds from the issuance of our Unsecured Term Loan of $50.0 million. These sources of cash were offset by: (i) repayment of our Term Loan B due 2016, which we refer to as our Term Loan B, of $389.1 million; (ii) the repayment of our 7.875% Notes of $67.8 million; (iii) the repayment of our Unsecured Term Loan of $15.0 million; (iv) repayments of our $170 million revolving credit facility due 2014, which we refer to as the Revolving Credit Facility, of $18.0 million; (v) the payment of $13.9 million of financing related costs and expenses including an original issuance discount of $2.5 million on the issuance of our Unsecured Term Loan, and an original issuance discount of $1.8 million on the issuance of our $360 million secured term loan facility; and (vi) repayment of other long-term debt.

Contractual Obligations and Other Commitments: The following table details our significant contractual obligations and other commitments related to long-term debt and operating leases as of June 28, 2014. During the first half of fiscal 2014, there were no material changes outside the normal course of business to our estimates of future payments under our fixed contractual obligations and commitments as presented in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for our fiscal year ended December 28, 2013, besides those discussed below related to long-term debt and operating leases.

Payments Due (in thousands)	Long-TermDebt(1)		Operating Leases (2)
Remainder of 2014	$	31,013	$	14,173
2015	96,717		25,104
2016	94,525		19,975
2017	533,429		16,602
2018	61,771		12,416
Thereafter	889,473		25,165
Total	$	1,706,928	$	113,435

 __________________________

(1) Includes $433.3 million of estimated interest expense over the term of our long-term debt, with variable rate debt having a weighted average interest rate of approximately 3.7%. This column reflects the changes resulting from the June 2014 issuance of the 6.000% Notes and 8.500% Notes, as well as the related refinancing of the Term Loan Facility and 8.875% Notes, and the repayment in full of the Unsecured Term Loan.

(2) This column reflects a decrease in future lease commitments of approximately $13.6 million since the year ended 2013, as a result of cost savings initiatives completed in the second quarter of 2014 related to the integration of certain assets of National into existing operations, partially offset by new lease commitments executed in 2014.

Long-Term Debt. Our total outstanding long-term debt, including current maturities, was approximately $1.3 billion as of June 28, 2014, an increase of $74.3 million from December 28, 2013. This increase was primarily due to the issuance of the 6.000% Notes and 8.500% Notes and the related refinancings, as well as net borrowings of $29.0 million under our ABL Facility during 2014. As of June 28, 2014, approximately 87% of our debt outstanding was subject to fixed interest rates. As of July 29, 2014, we had approximately $34.8 million of borrowing availability under our ABL Facility. From time to time, we may seek to refinance our debt obligations as business needs and market conditions warrant.

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On June 26, 2014, we issued the 6.000% Notes, which were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act of 1933.  The 6.000% Notes were issued at par, pursuant to an indenture, which we refer to as the 6.000% Indenture, among us and the other guarantors party thereto, and The Bank of New York Mellon, as trustee and collateral agent. We will pay interest on the 6.000% Notes semi-annually, in cash in arrears, on February 1 and August 1 of each year, commencing on August 1, 2014. The 6.000% Notes have no required principal payments prior to their maturity on August 1, 2019.  The 6.000% Notes are guaranteed on a senior secured basis by us and substantially all of our existing and future North American subsidiaries (other than Cenveo Corporation). As such, the 6.000% Notes rank pari passu with all of our existing and future senior debt and senior to any of our subordinated debt and effectively junior to our obligations under the ABL Facility. We may redeem the 6.000% Notes, in whole or in part, on or after February 1, 2019, at a redemption price of 100.0% plus accrued and unpaid interest. In addition, at any time between August 1, 2017, and February 1, 2019, we may redeem in whole or in part the remaining aggregate principal amount of the notes originally issued at a redemption price of 100% plus accrued and unpaid interest and a "make-whole" premium of not less than 1%. At any time prior to August 1, 2017, we may redeem up to 35% of the aggregate principal amount of the notes originally issued with the net cash proceeds of certain public equity offerings, at a redemption price of 106.0% plus accrued and unpaid interest. Each holder of the 6.000% Notes has the right to require us to repurchase such holder's notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest thereon, upon the occurrence of certain events specified in the indenture that constitute a change of control. The 6.000% Indenture contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries, to incur or guarantee additional indebtedness, make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock), permit restricted subsidiaries to pay dividends or make other distributions or payments, dispose of assets, make investments, grant liens on assets, merge or consolidate or transfer certain assets, and enter into transactions with affiliates. The 6.000% Indenture also contains certain customary affirmative covenants and events of default.

Concurrently with the issuance of the 6.000% Notes on June 26, 2014, we issued the 8.500% Notes, which were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. The 8.500% Notes were issued at par, pursuant to an indenture, which we refer to as the 8.500% Indenture, among us and the other guarantors party thereto, and The Bank of New York Mellon, as trustee and collateral agent. We will pay interest on the 8.500% Notes semi-annually, in cash in arrears, on March 15 and September 15 of each year, commencing September 15, 2014. The 8.500% Notes have no required principal payments prior to their maturity on September 15, 2022.  The 8.500% Notes are guaranteed on a junior secured basis by us and substantially all of our existing and future North American subsidiaries (other than Cenveo Corporation). As such, the 8.500% Notes rank junior to any senior secured obligations of ours, senior to any existing and future unsecured obligations of ours and senior to all existing and future obligations of ours that are expressly subordinated to the 8.500% Notes. We may redeem the 8.500% Notes, in whole or in part, on or after September 15, 2017, September 15, 2018, September 15, 2019 or September 15, 2020, at redemption prices of 106.375%, 104.250%, 102.125% and 100.00%, respectively, plus accrued and unpaid interest. At any time prior to September 15, 2017, we may redeem up to 35% of the aggregate principal amount of the notes originally issued with the net cash proceeds of certain public equity offerings, at a redemption price of 108.5% plus accrued and unpaid interest. Each holder of the 8.500% Notes has the right to require us to repurchase such holder's notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest thereon, upon the occurrence of certain events specified in the indenture that constitute a change of control. The 8.500% Indenture contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries, to incur or guarantee additional indebtedness, make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock), permit restricted subsidiaries to pay dividends or make other distributions or payments, dispose of assets, make investments, grant liens on assets, merge or consolidate or transfer certain assets, and enter into transactions with affiliates. The 8.500% Indenture also contains certain customary affirmative covenants and events of default.

Net proceeds of the 6.000% Notes and 8.500% Notes were used to: (i) refinance the Term Loan Facility, which at the time had a remaining principal balance of $327.3 million; (ii) refinance the 8.875% Notes, which at the time had a remaining principal balance of $400.0 million; and (iii) pay related fees, expenses and accrued interest. In connection with the issuance of the 6.000% Notes and the 8.500% Notes, we capitalized debt issuance costs of $14.7 million and $7.1 million, respectively, all of which will be amortized over the life of the 6.000% Notes and the 8.500% Notes.

A portion of the refinancing was accounted for as a modification of debt. As a result, we will continue to amortize a portion of the unamortized debt issuance costs on the 8.875% Notes and Term Loan Facility. The modification resulted in the recording of a discount of $5.9 million on the 6.000% Notes and $2.8 million on the 8.500% Notes, all of which is unamortized as of June 28, 2014.

Additionally, during the second quarter of 2014, we used cash on hand of $9.4 million to repay in full the remaining principal balance on our Unsecured Term Loan.

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Letters of Credit

As of June 28, 2014, we had outstanding letters of credit of approximately $20.7 million 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.

Credit Ratings

Our current credit ratings are as follows:

Rating Agency	Corporate Rating	6.000% Notes	8.500% Notes	11.5% Notes	Outlook	Last Update
Moody’s	Caa1	B3	Caa2	Caa3	Stable	June 2014
Standard & Poor’s	B-	B	CCC	CCC	Stable	June 2014

In June 2014, Moody's Investors Services, which we refer to as Moody's, affirmed our Corporate Rating and the ratings on our 11.5% senior notes due 2017, which we refer to as the 11.5% Notes. Additionally, they rated the 6.000% Notes and 8.500% Notes for the first time. In June 2014, Standard & Poor's Ratings Services, which we refer to as Standard & Poor's, affirmed our Corporate Rating and the ratings on our 11.5% Notes. Additionally, they rated the 6.000% Notes and the 8.500% Notes for the first time. The detail of all current ratings has been provided in the table above.

The terms of our existing debt do not have any rating triggers that impact our funding availability or 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 if and/or when needed. 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 analysis must be performed to accurately judge our financial condition.

As of June 28, 2014, we were in compliance with all covenants under our long-term debt.

We expect that our internally generated cash flows and financing available under our ABL Facility will be sufficient to fund our working capital needs for the next twelve months; however, this cannot be assured.

Seasonality

Our envelope market and certain segments of the direct mail market have historically experienced seasonality with a higher percentage of volume of products sold to these markets during the fourth quarter of the year, primarily related to holiday purchases. Our office product envelope business historically has experienced seasonality during the late summer months in advance of back to school campaigns.

Our print plants experience seasonal variations. Revenues associated with consumer publications, such as holiday catalogs and automobile brochures tend to be concentrated from July through October. Revenues from annual reports are generally concentrated from February through April. Revenues associated with the educational and scholastic market and promotional materials tend to decline in the summer. As a result of these seasonal variations, some of our print operations operate at or near capacity at certain times throughout the year.

Our general label business has historically experienced a seasonal increase in net sales during the first and second quarters of the year, primarily resulting from the release of our product catalogs to the trade channel customers and our customers’ spring advertising campaigns. Our prescription label business has historically experienced seasonality in net sales due to cold and flu seasons, generally concentrated in the fourth and first quarters of the year. As a result of these seasonal variations, some of our label operations operate at or near capacity at certain times throughout the year.

Our packaging business has not historically experienced seasonal variations.

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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.

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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 our results of operations and financial position.

As of June 28, 2014, we had variable rate debt outstanding of $168.4 million. Our ABL Facility is subject to a London Interbank Offered Rate, which we refer to as LIBOR, floor of 2%. As such, a change of 1% to current LIBOR rates would have a minimal impact to our interest expense.

Our changes in foreign currency exchange rates are managed through normal operating and financing activities. We have foreign operations, primarily in Canada and India, and thus are exposed to market risk for changes in foreign currency exchange rates. For the three and six months ended June 28, 2014, a uniform 10% strengthening of the United States dollar relative to the local currency of our foreign operations would have resulted in a decrease in sales of approximately $1.3 million and $3.1 million, respectively, and an increase in operating income of less than $0.1 million for both the three and six months ended June 28, 2014.

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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 ("Exchange Act")) as of June 28, 2014. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 28, 2014, in order to provide reasonable assurance that information required to be disclosed in our filings under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in the Exchange Act Rule 13a-15(f) and 15d-15(f)) during the quarter ended June 28, 2014, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we may be involved in claims or lawsuits that arise in the ordinary course of business. Accruals for claims or lawsuits have been provided for to the extent that losses are deemed probable and estimable. Although the ultimate outcome of these claims or lawsuits cannot be ascertained, on the basis of present information and advice received from counsel, it is our opinion that the disposition or ultimate determination of such claims or lawsuits will not have a material effect on our consolidated financial statements.

In the case of administrative proceedings related to environmental matters involving governmental authorities, we do not believe that any imposition of monetary damages or fines would be material.

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 December 28, 2013, 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. 

Item 4. Mine Safety Disclosures

Not applicable.

Item 6. Exhibits
Exhibit Number	Description
2.1	Stock Purchase Agreement dated as of July 17, 2007, among Cenveo Corporation, Commercial Envelope Manufacturing Co. Inc. and its shareholders—incorporated by reference to Exhibit 2.1 to registrant’s current report on Form 8-K filed July 20, 2007.
3.1	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 March 31, 2014—incorporated by reference to Exhibit 3.2 to registrant’s current report on Form 8-K, filed April 4, 2014.
4.1	Indenture, dated as of March 28, 2012, among the Company, Cenveo Corporation, the other guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 11.5% Notes—incorporated by reference to Exhibit 4.3 to registrant's current report on Form 8-K filed March 30, 2012.
4.2	Form of Guarantee issued by the Company and the other guarantors named therein relating to the 11.5% Notes—incorporated by reference to Exhibit 4.4 to registrant's current report on Form 8-K filed March 30, 2012.
4.3	Registration Rights Agreement, dated as of March 28, 2012, among the Company, Cenveo Corporation, the other guarantors named therein and the initial purchasers named therein relating to the 11.5% Notes—incorporated by reference to Exhibit 4.7 to registrant's current report on Form 8-K filed March 30, 2012.
4.4	Indenture, dated as of March 28, 2012, by and among the Company, Cenveo Corporation, the other guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 7% Notes—incorporated by reference to Exhibit 4.5 to registrant's current report on Form 8-K filed March 30, 2012.

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Item 6. Exhibits
4.5	Form of Guarantee issued by the Company and the other guarantors named therein relating to the 7% Notes—incorporated by reference to Exhibit 4.6 to registrant's current report on Form 8-K filed March 30, 2012.
4.6	Indenture, dated as of June 26, 2014, by and among Cenveo, Inc., Cenveo Corporation, the other guarantors named therein and The Bank of New York Mellon, as Trustee and Collateral Agent, relating to the 6.000% Senior Priority Secured Notes due 2019--incorporated by reference to Exhibit 4.1 to registrant's current report on Form 8-K filed July 1, 2014.
4.7	Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 6.000% Senior Priority Secured Notes due 2019--incorporated by reference to Exhibit 4.2 to registrant's current report on Form 8-K filed July 1, 2014.
4.8	Indenture, dated as of June 26, 2014, by and among Cenveo, Inc., Cenveo Corporation, the other guarantors named therein and The Bank of New York Mellon, as Trustee and Collateral Agent, relating to the 8.500% Junior Priority Secured Notes due 2022--incorporated by reference to Exhibit 4.3 to registrant's current report on Form 8-K filed July 1, 2014.
4.9	Form of Guarantee issued by Cenveo, Inc. and the other guarantors named therein relating to the 8.500% Junior Priority Secured Notes due 2022--incorporated by reference to Exhibit 4.4 to registrant's current report on Form 8-K filed July 1, 2014.
4.10	Intercreditor Agreement, dated as of June 26, 2014, by and among Cenveo, Inc., Cenveo Corporation, the other guarantors named therein, Bank of America, N.A., as ABL Agent, and The Bank of New York Mellon, as Collateral Agent with respect to the Senior Notes--incorporated by reference to Exhibit 4.5 to registrant's current report on Form 8-K filed July 1, 2014.
4.11	Intercreditor Agreement, dated as of June 26, 2014, by and among Cenveo, Inc., Cenveo Corporation, the other guarantors named therein, Bank of America, N.A., as ABL Agent, The Bank of New York Mellon, as Collateral Agent with respect to the Senior Notes, and The Bank of New York Mellon, as Collateral Agent with respect to the Junior Notes--incorporated by reference to Exhibit 4.6 to registrant's current report on Form 8-K filed July 1, 2014.
10.1*	Amendment No. 2, dated as of June 10, 2014, to Credit Agreement, dated as of April 16, 2013, among Cenveo Corporation, Cenveo, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto.
10.2	Purchase Agreement, dated June 19, 2014, among Cenveo Corporation, Cenveo, Inc., the other guarantor party thereto and JP Morgan Securities LLC, as representative of the Initial Purchasers party thereto--incorporated by reference to Exhibit 10.1 to registrant's current report on Form 8-K filed June 25, 2014.
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 Scott J. Goodwin, 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.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.

__________________________

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

** Furnished herewith.

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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 Englewood, State of Colorado, on August 6, 2014.

CENVEO, INC.
By:	/s/ Robert G. Burton, Sr.
	Robert G. Burton, Sr.
	Chairman and Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Scott J. Goodwin
	Scott J. Goodwin
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

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EX-10.1

EXHIBIT 10.1

EXECUTION VERSION

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT, dated as of June 10, 2014 (this

“Amendment”), by and among CENVEO CORPORATION, a Delaware corporation (the “Borrower”), each of the LENDERS party hereto and each of the other LOAN PARTIES party hereto, and acknowledged by BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below). Capitalized terms used herein (including, without limitation, in this preamble and the recitals hereto) and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Agreement (as defined below).

WHEREAS, reference is hereby made to the Credit Agreement, dated as of April 16, 2013, as amended by Amendment No. 1 to the Credit Agreement, dated as of December 11, 2013 (as so amended, the “Existing Agreement”; as the Existing Agreement is amended by this Amendment, the “Amended Agreement”; and as the Amended Agreement may be further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”), among Cenveo, Inc., the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender, the other agents party thereto and each Lender from time to time party thereto; and

WHEREAS, the Borrower desires to amend the Existing Agreement (i) to allow for the issuance by the Borrower of senior secured first priority notes and senior secured second priority notes, the proceeds of which will be used to refinance the Borrower’s obligations under the Term Documents and the Second Lien Notes Documents and to pay related transaction fees, premiums and expenses, and (ii) to make certain other modifications set forth herein, and the Required Lenders have agreed to such amendments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Amendments to Existing Agreement. The Existing Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, hereby amended as follows:

(a)New Definitions. The following new definitions are hereby added to Section 1.01 of the Existing Agreement in the appropriate alphabetical order:

“2014 Intercreditor Agreement” means an intercreditor agreement among the Loan Parties, the Administrative Agent, the trustee and/or collateral agent (as the case may be) for the First Lien Notes, and the trustee and/or collateral agent (as the case may be) for the 2014 Second Lien Notes, in form and substance substantially similar to the Intercreditor Agreement or such other form on customary and reasonable terms as may be approved by the Administrative Agent, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“2014 Notes” means, collectively, the First Lien Notes and the 2014 Second Lien Notes.

“2014 Second Lien Notes” means the senior secured second priority notes to be issued on or before October 31, 2014 by the Borrower in an aggregate original principal amount, together with the aggregate original principal amount of the First Lien Notes, not to exceed $800,000,000; provided, that the indenture or indentures, as the case may be, governing the 2014 Second Lien Notes do not contain any mandatory prepayments (other than customary asset sale and change of control offer covenants) or amortization and the terms relating to principal amount, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such 2014 Second Lien Notes, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms contained in the Second Lien Notes Documents.

“First Lien Intercreditor Agreement” means an intercreditor agreement among the Borrower, Holdings, the other Guarantors, the Administrative Agent and the trustee and/or collateral agent (as the case may be) for the First Lien Notes, in form and substance substantially similar to the Term Intercreditor Agreement or such other form on customary and reasonable terms as may be approved by the Administrative Agent, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“First Lien Notes” means the senior secured first priority notes to be issued on or before October 31, 2014 by the Borrower in an aggregate original principal amount, together with the aggregate original principal amount of the 2014 Second Lien Notes, not to exceed $800,000,000; providedthat the indenture or indentures, as the case may be, governing the First Lien Notes do not contain any mandatory prepayments (other than customary asset sale and change of control offer covenants) or amortization and the terms relating to principal amount, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such First Lien Notes, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms contained in the Second Lien Notes Documents.

(b) Existing Definitions.

(i)The definition of “Eurodollar Rate” in Section 1.01 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

““Eurodollar Rate” means:

(a)for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the London Interbank Offered Rate (“LIBOR”) or a

comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or

converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination;

providedthat to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.”

(ii)The definition of “Interest Period” in Section 1.01 of the Existing Agreement is hereby amended by replacing all references to “British Bankers Association” therein with the following text “ICE Benchmark Administration”.

(c)Other Interpretive Provisions. Section 1.02 of the Existing Agreement is hereby amended by adding the following new subsection (e) at the end thereof:

“(e) On and after the initial issuance date of the 2014 Notes, (i) each reference to the term “Intercreditor Agreement” in this Agreement and the other Loan Documents shall mean and be deemed to be a reference to the 2014 Intercreditor Agreement, and (ii) each reference to the term “Term Intercreditor Agreement” in this Agreement and the other Loan Documents shall mean and be deemed to be a reference to the First Lien Intercreditor Agreement.”

(d)Administration of Deposit Accounts. Section 6.20(e) of the Existing Agreement is hereby amended by deleting the phrase “(other than, subject to the terms of the Term Intercreditor Agreement and the Intercreditor Agreement, the Administrative Agent, the Term Agent, the Second Lien Indenture Trustee and the applicable depositary bank)” in its entirety and substituting therefor the new phrase “(other than (i) prior to the issuance of the 2014 Notes, subject to the terms of the Term Intercreditor Agreement and the Intercreditor Agreement, the Administrative Agent, the Term Agent, the Second Lien Indenture Trustee and the applicable depositary bank, and (ii) on and after the date of issuance of the 2014 Notes, subject to the terms of the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement, the Administrative Agent, the trustee and/or collateral agent (as the case may be) for the First Lien Notes, the trustee and/or collateral agent (as the case may be) for the 2014 Second Lien Notes, and the applicable depositary bank)”.

(e)Liens. Section 7.01 of the Existing Agreement is hereby amended by (i) deleting the word

“and” at the end of subsection (m) thereof, (ii) deleting the period at the end of subsection (n) thereof and replacing it with a semicolon, and (iii) adding the following new subsections (o) and (p) at the end thereof:

“(o) Liens securing Indebtedness and other obligations evidenced by the 2014 Second Lien Notes and the documents executed and delivered by the Loan Parties in connection therewith, so long as such Liens are subject and subordinate to the Liens upon the Collateral under the Loan Documents in accordance with the terms and conditions of the 2014 Intercreditor Agreement; and

(p) Liens securing Indebtedness and other obligations evidenced by the First Lien Notes and the documents executed and delivered by the Loan Parties in connection therewith, so long as such Liens are subject to the First Lien Intercreditor Agreement.”

(f) Indebtedness.

(i)Section 7.02(c)(ii) of the Existing Agreement is hereby amended by (x) adding the following text “(x) prior to the issuance of the 2014 Notes pursuant to Section 7.02(o),” before the text “Indebtedness under the Second Amended and Restated Credit Agreement not to exceed

$360,000,000 at any one time outstanding” and (y) adding the following text to the end thereof “and (y) on and after the date of issuance of the 2014 Notes, this clause (ii) and the two provisos of this Section 7.02(c) shall have no further force or effect”; and

(ii)Section 7.02 of the Existing Agreement is hereby amended by (i) deleting the word “and” at the end of subsection (m) thereof, (ii) deleting the period at the end of subsection (n)

thereof and replacing it with a semicolon, and (iii) adding the following new subsection (o) at the end thereof:

“(o)Indebtedness in an aggregate principal amount not to exceed $800,000,000 issued or incurred from time to time in respect of the 2014 Notes; provided, that (i) the proceeds of the 2014 Notes are concurrently applied solely to repay or prepay in full the Borrower’s obligations under the Term Documents and to satisfy and discharge in full the Borrower’s obligations under the Second Lien Notes Documents, and to pay related transaction fees, premiums and expenses, (ii) all commitments (if any) in respect of the Term Documents shall have been terminated, (iii) any security interest or Lien granted to the secured parties under each of the Term Documents and the Second Lien Notes Documents, as applicable, in the personal property or real property of the Loan Parties securing amounts evidenced by such Term Documents and Second Lien Notes Documents, as applicable, shall have been terminated and (iv) the maturity date of the 2014 Notes shall be no earlier than the date that occurs 91 days after the fifth anniversary of the Closing Date.”

(g)Burdensome Agreements.Section 7.09 of the Existing Agreement is hereby amended by:

(i)deleting the phrase “becoming a Subsidiary of the Borrower or (C) on the effective date of any Unsecured Term Loan Facility and contained in the Unsecured Term Loan Facility Documents” in its entirety and substituting therefor the new phrase “becoming a Subsidiary of the Borrower, (C) on the effective date of any Unsecured Term Loan Facility and contained in the Unsecured Term Loan Facility Documents or (D) on the date of issuance of the 2014 Notes and contained in the indentures or other documents that evidence, or that are executed and delivered by the Loan Parties in connection with, the 2014 Notes”; and

(ii)deleting the phrase “except for any agreement in effect on the Closing Date and set forth on Schedule 7.09(including the Term Documents, the Term Intercreditor Agreement, the Intercreditor Agreement, the Senior Notes Indenture, the Senior Exchangeable Notes Indenture and the Second Lien Notes Documents)” in its entirety and substituting therefor the new phrase “except for (A) any agreement in effect on the Closing Date and set forth on Schedule 7.09(including the Term Documents, the Term Intercreditor Agreement, the Intercreditor Agreement, the Senior Notes Indenture, the Senior Exchangeable Notes Indenture and the Second Lien Notes Documents) or (B) the First Lien Intercreditor Agreement, the 2014 Intercreditor Agreement and the indentures or other documents that evidence, or that are executed and delivered by the Loan Parties in connection with, the 2014 Notes”.

(h)Prepayments, Etc. of Indebtedness. Section 7.15(f) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(f) notwithstanding any other provision contained in this Section 7.15 or elsewhere in this Agreement to the contrary, the prepayment, redemption, purchase or defeasance of all Indebtedness under the Term Documents and the Second Lien Notes Documents with the proceeds of the 2014 Notes, in each case with (for the avoidance of doubt) such Indebtedness being permanently retired;”

(i)Amendment, Etc. of Related Documents and Indebtedness. Section 7.16(a) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Cancel or terminate any Unsecured Term Loan Facility Documents or Second Lien Notes Documents or consent to or accept any cancellation or termination thereof, except, in the case of the Unsecured Term Loan Facility, in connection with any transaction permitted under Section 7.15(h), and, in the case of the Second Lien Notes Documents, in connection with any transaction permitted under Section 7.15(d)or Section 7.15(f),”

(j)Subordination Event of Default. Section 8.01(n) of the Existing Agreement is hereby amended by (i) deleting the period at the end thereof and replacing it with a semicolon and (ii) adding the following proviso at the end thereof:

“provided, however, that upon the issuance of the 2014 Notes and the execution and delivery of the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement by the parties thereto, this Section 8.01(n)shall be of no further force or effect; or”

(k)Additional Subordination Event of Default. Section 8.01 of the Existing Agreement is hereby amended by adding the following new subsection (o) at the end thereof:

“(o) Subordination. At any time following the issuance of the 2014 Notes and the execution and delivery of the First Lien Intercreditor Agreement and the 2014 Intercreditor Agreement by the parties thereto, (i) the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the First Lien Notes or the 2014 Second Lien Notes, in each case except pursuant to the express terms thereof; (ii) all or any material portion of the Obligations cease to constitute “First Lien Obligations” (or any comparable defined term) under the indenture governing the 2014 Second Lien Notes; (iii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest

in any manner (A) the effectiveness, validity or enforceability of the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement, (B) that the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement exists for the benefit of the Administrative Agent, the Lenders and the Issuing Bank or (C) limitations set forth in the First Lien Intercreditor Agreement or the 2014 Intercreditor Agreement upon application of proceeds from any source to payment of principal of, or premium or interest on, the 2014 Second Lien Notes or other junior lien Indebtedness or the Indebtedness under the First Lien Notes;

(iv) any holders of the 2014 Second Lien Notes or other junior lien Indebtedness shall, directly or indirectly, disavow or contest in any manner the effectiveness, validity or enforceability of any material term of the 2014 Intercreditor Agreement; or (v) any holder of the First Lien Notes shall, directly or indirectly, disavow or contest in any manner the effectiveness, validity or enforceability of any material term of the First Lien Intercreditor Agreement.”

Section 2. Representations Correct. By its execution of this Amendment, each Loan Party hereby certifies that:

(a)This Amendment has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(b)Neither the execution, delivery or performance by any Loan Party of this Amendment (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Collateral Documents) upon any of the property or assets of any Loan Party or any of its respective Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject (except, in the case of preceding clauses (i) and (ii), any contravention, breach, default and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect) or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Loan Party or any of its respective Subsidiaries; and

(c)Except to the extent the failure to obtain or make the same would not reasonably be expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Amendment No. 2 Effective Date and which remain in full force and effect on the Amendment No. 2 Effective Date and (y) filings which are necessary to perfect the security interests created under the Collateral Documents), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Loan Party to authorize, or is required to be obtained or made by, or on behalf of, any Loan Party in connection with, the execution, delivery and performance of this Amendment.

Section 3. Effectiveness. This Amendment shall become effective as of the date hereof (the

“Amendment No. 2 Effective Date”), subject to the satisfaction or waiver of the following conditions:

(a)Counterparts of this Amendment shall have been executed and delivered by the Borrower, the other Loan Parties and the Required Lenders, and the Administrative Agent shall have executed and delivered an acknowledgement counterpart of this Amendment;

(b)The Administrative Agent’s receipt of a duly executed certificate of an appropriate officer of each Loan Party, certifying (i) that the copies of each Loan Party’s certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, (x) as certified and delivered to the Administrative Agent on the date that such Loan Party became a Loan Party, remain in full force and effect as of the Amendment No. 2 Effective Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the appropriate Governmental Authority of the jurisdiction of such Loan Party’s organization or formation (or, in the case of the limited liability company agreement or by-laws (or equivalent organizational documents) of such Loan Party, as certified by such appropriate officer) and attached to such officer’s certificate, are true, correct and complete and in full force and effect as of the Amendment No. 2 Effective Date, (ii) that the copies of each Loan Party’s resolutions approving and adopting this Amendment, the transactions contemplated herein, and authorizing the execution and delivery thereof, as attached to such officer’s certificate, are true, correct and complete copies and in full force and effect as of the Amendment No. 2 Effective Date and (iii) as to incumbency certificates identifying the officers of each Loan Party that are authorized to execute this Amendment and to act on such Loan Party’s behalf in connection with this Amendment and the other Loan Documents;

(c)The Administrative Agent shall have received certificates of good standing or the equivalent (if any) for each Loan Party from such Loan Party’s jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority;

(d)The Administrative Agent shall have received from Hughes Hubbard & Reed LLP, special counsel to the Loan Parties, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Amendment No. 2 Effective Date in form and substance reasonably satisfactory to the Administrative Agent;

(e)The Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that, after giving effect to this Amendment, (i) the representations and warranties set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date with the same effect as though made on and as of the Amendment No. 2 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) the representations and warranties in Section 2 of this Amendment are true and correct in all material respects as of the Amendment No. 2 Effective Date and (iii) no Default exists; and

(f)All reasonable out-of-pocket costs and expenses of the Administrative Agent, including all reasonable invoiced fees and expenses of one primary counsel to the Administrative Agent, to the extent invoiced at least two (2) Business Day prior to the date hereof, shall have been paid or reimbursed, on or prior to the Amendment No. 2 Effective Date.

Section 4. Acknowledgments. Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) in the case of each Guarantor, its guarantee of the Obligations under the Collateral Documents and (iii) its grant

of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents.

Section 5. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except in accordance with Section 11.01 of the Credit Agreement.

Section 6. Liens Unimpaired. After giving effect to this Amendment, neither the modification of the Existing Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment:

(a)impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or

(b)requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Section 7. Entire Agreement; Reference to and Effect on the Existing Agreement and the Other Loan Documents. This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Each reference to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference to the Existing Agreement contained in the Existing Agreement shall, after this Amendment becomes effective, refer to the Amended Agreement. It is further understood and agreed that each reference in each other Loan Document to the Existing Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Amended Agreement. This Amendment is a “Loan Document” as defined under the Credit Agreement.

Section 8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,

CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 11.14 AND 11.15 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.

Section 9. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

Section 11. Headings. The headings of this Amendment are for purposes of reference only and

shall not limit or otherwise affect the meaning hereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

CENVEO CORPORATION, a Delaware corporation

By:/s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

CENVEO, INC., a Colorado corporation

By:/s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

CENVEO COMMERCIAL OHIO, LLC, a Colorado

limited liability company

CNMW INVESTMENTS, INC., a Delaware

corporation

CENVEO GOVERNMENT PRINTING, INC., a

Colorado corporation

CENVEO SERVICES, LLC, a Colorado limited liability company

DISCOUNT LABELS, LLC, an Indiana limited liability company

CENVEO OMEMEE LLC, a Delaware limited liability company

COLORHOUSE CHINA, INC., a Colorado corporation RX JV HOLDING, INC., a Delaware corporation

CRX JV, LLC, a Delaware limited liability company CRX HOLDING, INC., a Delaware corporation

RX TECHNOLOGY CORP., a Delaware corporation CADMUS PRINTING GROUP, INC., a Virginia

corporation

CADMUS FINANCIAL DISTRIBUTION, INC., a

Virginia corporation GARAMOND/PRIDEMARK PRESS, INC., a

Maryland corporation

WASHBURN GRAPHICS, INC., a North Carolina corporation

CADMUS JOURNAL SERVICES, INC., a Virginia

corporation

CADMUS DELAWARE, INC., a Delaware corporation CADMUS UK, INC., a Virginia corporation

EXPERT GRAPHICS, INC., a Virginia corporation CADMUS MARKETING GROUP, INC., a Virginia

corporation

CADMUS MARKETING, INC., a Virginia corporation CADMUS/O'KEEFE MARKETING, INC., a Vi rginia

corporation

OLD TSI, INC., a Georgia corporation

PORT CITY PRESS, INC., a Maryland corporation

By:/s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

CADMUS INTERNATIONAL HOLDINGS, INC., a

Virginia corporation

CDMS MANAGEMENT, LLC, a Delaware limited liability company

MADISON/GRAHAM COLORGRAPHICS, INC., a

California corporation

VSUB HOLDING COMPANY, a Virginia corporation VAUGHAN PRINTERS INCORPORATED, a Florida

corporation

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC., a California

corporation

COMMERCIAL ENVELOPE MANUFACTURING

CO. INC., a New York corporation

CENVEO CEM, INC., a Delaware corporation CENVEO CEM, LLC, a Delaware limited liability company

REX 2010, LLC, a Florida limited liability company 136 EASTPORT ROAD, LLC, a Delaware limited liability company

LIGHTNING LABELS, LLC, a Delaware limited liability company

NASHUA CORPORATION, a Massachusetts corporation

NASHUA INTERNATIONAL, INC., a Delaware

corporation

IMPAXX, INC., a Delaware corporation

CMS GILBRETH PACKAGING SYSTEMS, INC., a

Delaware corporation

ENVELOPE PRODUCT GROUP, LLC, a Delaware

limited liability company

CENVEO MCLAREN MORRIS AND TODD

COMPANY, a Nova Scotia unlimited company

By:/s/ Scott J. Goodwin

Name: Scott J. Goodwin

Title: Chief Financial Officer

BANK OF AMERICA, N.A., as a Lender

By:/s/ Robert Q. Mahoney

Name: Robert Q Mahoney

Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:/s/ David Klages

Name:David Klages

Title:duly authorized signor

BARCLAYS BANK PLC, as a Lender

By:/s/ M. Sutton

Name:M. Sutton

Title:Vice President

GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

By: /s/ Victor Verazain

Name: Victor Verazain

Title: Duly Authorized Signatory

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Joseph Kotusky

Name: Joseph Kotusky

Title: Vice President

TD BANK, N.A., as a Lender

By: /s/ Jang Kim

Name: Jang Kim

Title: Vice President

WEBSTER BUSINESS CREDIT CORPORATION, as a Lender

By: /s/ Christopher Magnante

Name: Christopher Magnante

Title: Vice President

MIHI LLC, as a Lender

By: /s/ Stephen Mehos

Name: Stephen Mehos

Title: Authorized Signatory

By: /s/ Katherine Mogg

Name: Katherine Mogg

Title: Authorized Signatory

ACKNOWLEDGED:

BANK OF AMERICA, N.A., as Administrative Agent

By:/s/ Robert Q. Mahoney

Name: Robert Q Mahoney

Title: Senior Vice President

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Robert G. Burton, Sr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cenveo, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 6, 2014	/s/ ROBERT G. BURTON, SR.
	Robert G. Burton, Sr.
	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Scott J. Goodwin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cenveo, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 6, 2014	/s/ SCOTT J. GOODWIN
	Scott J. Goodwin
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant

to 18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Cenveo, Inc., a Colorado corporation (the ''Company''), does hereby certify, to the best of such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the three and six month period ended June 28, 2014 (the ''Form 10-Q'') of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 6, 2014	/s/ ROBERT G. BURTON, SR.
	Robert G. Burton, Sr.
	Chairman and Chief Executive Officer

Date:  August 6, 2014	/s/ SCOTT J. GOODWIN
	Scott J. Goodwin
	Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cenveo, Inc. and will be retained by Cenveo, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

Discontinued Operations (Narrative) (Details) (Custom Envelope [Member], USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended	12 Months Ended
	Jun. 28, 2014	Jun. 28, 2014	Dec. 28, 2013
Custom Envelope [Member]
Discontinued Operations [Line Items]
Proceeds from the sales of discontinued operations	$ 1.2	$ 47.0
Gain on sale of discontinued operations		$ 16.5	$ 14.9

XML

Stock-Based Compensation (Stock Option Activity) (Details) (Stock Options [Member], USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 28, 2014	Dec. 28, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options, Beginning balance (shares)	1,778,000
Options, Granted (shares)	0
Options, Exercised (shares)	0
Options, Forfeited/expired (shares)	(75,000)
Options, Ending balance (shares)	1,703,000	1,778,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Price, Beginning balance (dollars per share)	$ 5.23
Weighted Average Exercise Price, Granted (dollars per share)	$ 0.00
Weighted Average Exercise Price, Exercised (dollars per share)	$ 0.00
Weighted Average Exercise Price, Forfeited/expired (dollars per share)	$ 5.57
Weighted Average Exercise Price, Ending balance (dollars per share)	$ 5.21	$ 5.23
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted Average Remaining Contractual Term (In Years)	2 years	2 years 5 months 4 days
Aggregate Intrinsic Value	$ 300	$ 259
Aggregate Intrinsic Value, Exercised	0
Options, Exercisable (shares)	1,476,500
Weighted Average Exercise Price, Options Exercisable (dollars per share)	$ 5.46
Weighted Average Remaining Contractual Term, Options Exercisable (In Years)	1 year 8 months
Aggregate Intrinsic Value, Options Exercisable	$ 75

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Long-Term Debt (Schedule of Long-Term Debt) (Details) (USD $)	Jun. 28, 2014	Jun. 26, 2014	Dec. 28, 2013
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	$ 1,259,785,000		$ 1,185,525,000
Current maturities of long-term debt	(7,001,000)		(9,174,000)
Long-term debt	1,252,784,000		1,176,351,000
Asset based lending facility [Member] | ABL Facility [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	150,400,000		121,400,000
Junior notes [Member] | 8.500% junior secured priority notes due 2022 [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	247,246,000		0
Long-term debt, outstanding principal amount	250,000,000	250,000,000.0	0
Debt interest rate (percent)	8.50%	8.50%
Senior notes [Member] | 6.000% senior secured priority notes due 2019 [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	534,057,000		0
Long-term debt, outstanding principal amount	540,000,000	540,000,000.0	0
Debt interest rate (percent)	6.00%	6.00%
Senior second lien notes [Member] | 8.875% senior second lien notes, due 2018 [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	0		398,326,000
Long-term debt, outstanding principal amount	0	400,000,000	400,000,000
Debt interest rate (percent)	8.875%
Term loan facility [Member] | Term loan facility, due 2017 [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	0		326,013,000
Long-term debt, outstanding principal amount	0	327,300,000	329,100,000
Unsecured debt [Member] | 15% unsecured term loan due 2017 [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	0		9,500,000
Long-term debt, outstanding principal amount	0		10,000,000
Debt interest rate (percent)	15.00%
Secured debt [Member] | 11.5% senior notes, due 2017 [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	219,831,000		219,068,000
Long-term debt, outstanding principal amount	225,000,000		225,000,000
Debt interest rate (percent)	11.50%
Convertible debt [Member] | 7% senior exchangeable notes, due 2017 [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	86,250,000		86,250,000
Debt interest rate (percent)	7.00%
Other debt including capital leases [Member] | Other debt including capital leases [Member]
Debt Instrument [Line Items]
Debt and Capital Lease Obligations	$ 22,001,000		$ 24,968,000

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Stock-Based Compensation (RSU Activity) (Details) (Restricted Stock Units (RSUs) [Member], USD $)	0 Months Ended	6 Months Ended
	May 01, 2014	Jun. 28, 2014
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested, Beginning balance (shares)		980,750
Granted (shares)	88,236	88,236
Vested (shares)		(529,250)
Forfeited (shares)		(625)
Unvested, Ending balance (shares)		539,111
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted Average Grant Date Fair Value, Beginning balance (dollars per share)		$ 3.91
Weighted Average Grant Date Fair Value, Granted (dollars per share)		$ 3.06
Weighted Average Grant Date Fair Value, Vested (dollars per share)		$ 4.44
Weighted Average Grant Date Fair Value, Forfeited (dollars per share)		$ 5.62
Weighted Average Grant Date Fair Value, Ending balance (dollars per share)		$ 3.24

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Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 28, 2014	Dec. 28, 2013
Finite-Lived Intangible Assets [Abstract]
Weighted Average Remaining Amortization Period (Years)	11 years 0 months
Gross Carrying Amount	$ 230,177	$ 230,100
Accumulated Impairment Charges	(82,601)	(82,601)
Accumulated Amortization	(70,522)	(63,650)
Total Net Carrying Amount	77,054	83,849
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	315,077	315,000
Accumulated Impairment Charges	(82,601)	(82,601)
Accumulated Amortization	(70,522)	(63,650)
Net Carrying Amount	161,954	168,749
Trademarks [Member]
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Gross Carrying Amount	84,900	84,900
Accumulated Impairment Charges	0	0
Net Carrying Amount	84,900	84,900
Customer relationships [Member]
Finite-Lived Intangible Assets [Abstract]
Weighted Average Remaining Amortization Period (Years)	9 years 0 months
Gross Carrying Amount	144,964	144,898
Accumulated Impairment Charges	(27,234)	(27,234)
Accumulated Amortization	(58,039)	(53,682)
Total Net Carrying Amount	59,691	63,982
Trademarks and trade names [Member]
Finite-Lived Intangible Assets [Abstract]
Weighted Average Remaining Amortization Period (Years)	22 years
Gross Carrying Amount	77,765	77,754
Accumulated Impairment Charges	(55,367)	(55,367)
Accumulated Amortization	(9,051)	(6,734)
Total Net Carrying Amount	13,347	15,653
Leasehold interests [Member]
Finite-Lived Intangible Assets [Abstract]
Weighted Average Remaining Amortization Period (Years)	19 years 0 months
Gross Carrying Amount	3,780	3,780
Accumulated Impairment Charges	0	0
Accumulated Amortization	(152)	(55)
Total Net Carrying Amount	3,628	3,725
Patents [Member]
Finite-Lived Intangible Assets [Abstract]
Weighted Average Remaining Amortization Period (Years)	12 years
Gross Carrying Amount	3,528	3,528
Accumulated Impairment Charges	0	0
Accumulated Amortization	(3,140)	(3,039)
Total Net Carrying Amount	388	489
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Abstract]
Weighted Average Remaining Amortization Period (Years)
Gross Carrying Amount	140	140
Accumulated Impairment Charges	0	0
Accumulated Amortization	(140)	(140)
Total Net Carrying Amount	$ 0	$ 0

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Segment Information (Tables)

6 Months Ended

Jun. 28, 2014

Segment Reporting [Abstract]

Segment information

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

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net sales:
Envelope	$	229,593		$	161,304		$	471,264		$	327,757
Print	124,986			121,554			253,383			248,799
Label and Packaging	124,831			123,682			244,882			248,598
Total	$	479,410		$	406,540		$	969,529		$	825,154
Operating income (loss):
Envelope	$	9,332		$	10,125		$	19,138		$	19,135
Print	4,741			2,018			5,981			3,025
Label and Packaging	11,048			12,908			21,241			24,452
Corporate	(11,774		)	(8,209		)	(22,941		)	(18,092		)
Total	$	13,347		$	16,842		$	23,419		$	28,520
Restructuring and other charges:
Envelope	$	5,618		$	1,535		$	8,635		$	2,675
Print	598			1,162			2,604			2,143
Label and Packaging	336			(73		)	627			202
Corporate	786			100			1,419			1,886
Total	$	7,338		$	2,724		$	13,285		$	6,906
Depreciation and intangible asset amortization:
Envelope	$	5,134		$	3,376		$	10,288		$	7,250
Print	6,052			5,283			11,752			11,148
Label and Packaging	4,413			4,515			8,290			9,101
Corporate	1,200			1,423			2,530			2,736
Total	$	16,799		$	14,597		$	32,860		$	30,235
Net sales by product line:
Envelope	$	229,593		$	161,304		$	471,264		$	327,757
Print	124,986			121,554			253,383			248,799
Label	82,475			82,133			161,161			167,517
Packaging	42,356			41,549			83,721			81,081
Total	$	479,410		$	406,540		$	969,529		$	825,154
Intercompany sales:
Envelope	$	1,227		$	1,054		$	2,759		$	1,989
Print	6,525			1,865			7,712			2,688
Label and Packaging	1,946			2,094			4,123			3,693
Total	$	9,698		$	5,013		$	14,594		$	8,370

	June 28, 2014		December 28, 2013
Total assets:
Envelope	$	459,960	$	472,334
Print	299,291		320,720
Label and Packaging	373,994		356,183
Corporate	69,367		64,467
Total	$	1,202,612	$	1,213,704

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Restructuring and Other Charges (Narrative) (Details) (Acquisition Integration Plans [Member], Envelope [Member])	Jun. 28, 2014 facility
Acquisition Integration Plans [Member] | Envelope [Member]
Restructuring Cost and Reserve [Line Items]
Number of facilities closed (facility)	3
Remaining number of facilities subsequent to closure (facility)	1
Number of planned facility closures (facility)	6
Remaining number of facilities subsequent to planned facility closures (facility)	3

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 28, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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

	June 28, 2014			December 28, 2013
Land and land improvements	$	14,507		$	14,507
Buildings and building improvements	95,346			97,674
Machinery and equipment	633,785			635,638
Furniture and fixtures	11,531			11,049
Construction in progress	20,156			11,828
	775,325			770,696
Accumulated depreciation	(482,519		)	(465,789		)
	$	292,806		$	304,907

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Long-Term Debt (6.0% Senior Priority Secured Notes) (Details) (Senior notes [Member], 6.000% senior secured priority notes due 2019 [Member], USD $)				0 Months Ended
	Jun. 28, 2014	Jun. 26, 2014	Dec. 28, 2013	Jun. 26, 2014 Prior to August 1, 2017 [Member]	Jun. 26, 2014 Between August 1, 2017, and February 1, 2019 [Member]	Jun. 26, 2014 On or After February 1, 2019 [Member]
Debt Instrument [Line Items]
Long-term debt, outstanding principal amount	$ 540,000,000	$ 540,000,000.0	$ 0
Debt interest rate (percent)	6.00%	6.00%
Debt, capitalized unamortized discount		$ 5,900,000
Debt redemption price (percentage)				106.00%	100.00%	100.00%
Debt redemption price, minimum make-whole premium (percentage)					1.00%
Debt redemption price, maximum percentage of principal amount redeemable (percent)				35.00%
Debt redemption price, change of control (percentage)		101.00%

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2014	Dec. 28, 2013
Inventory Disclosure [Abstract]
Raw materials	$ 59,056	$ 62,241
Work in process	16,428	21,698
Finished goods	85,018	77,626
Inventories	$ 160,502	$ 161,565

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Acquisitions (Purchase Price Allocation of National Envelope) (Details) (National Envelope Acquisition [Member], USD $) In Thousands, unless otherwise specified	0 Months Ended
	Sep. 16, 2013
National Envelope Acquisition [Member]
Business Acquisition [Line Items]
Property, plant and equipment	$ 54,900
Other intangible assets	3,780
Total assets acquired	58,680
Accounts payable	967
Accrued compensation and related liabilities	1,210
Other current liabilities	1,351
Other liabilities	1,292
Note payable	2,536
Total liabilities assumed	7,356
Net assets acquired	51,324
Cost of the acquisition of certain assets of National	34,062
Gain on bargain purchase	$ 17,262

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Long-Term Debt (Extinguishments) (Details) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended				6 Months Ended	3 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014 6.000% senior secured priority notes due 2019 and 8.500% junior secured priority notes due 2022 [Member]	Jun. 28, 2014 15% unsecured term loan due 2017 [Member]	Jun. 29, 2013 15% unsecured term loan due 2017 [Member]	Jun. 29, 2013 Refinanced facility [Member]	Jun. 28, 2014 Unamortized debt issuance costs [Member] 6.000% senior secured priority notes due 2019 and 8.500% junior secured priority notes due 2022 [Member]	Jun. 28, 2014 Unamortized debt issuance costs [Member] 15% unsecured term loan due 2017 [Member]	Jun. 29, 2013 Unamortized debt issuance costs [Member] 15% unsecured term loan due 2017 [Member]	Jun. 29, 2013 Unamortized debt issuance costs [Member] Refinanced facility [Member]	Mar. 30, 2013 Unamortized debt issuance costs [Member] 7.875% senior subordinated notes due 2013 [Member]	Jun. 28, 2014 Original issuance discount [Member] 6.000% senior secured priority notes due 2019 and 8.500% junior secured priority notes due 2022 [Member]	Jun. 28, 2014 Original issuance discount [Member] 15% unsecured term loan due 2017 [Member]	Jun. 29, 2013 Original issuance discount [Member] 15% unsecured term loan due 2017 [Member]	Jun. 29, 2013 Original issuance discount [Member] Refinanced facility [Member]	Jun. 29, 2013 Consent fees [Member] Refinanced facility [Member]
Debt Instrument [Line Items]
Loss on early extinguishment of debt	$ 26,480,000	$ 7,720,000	$ 26,498,000	$ 7,847,000	$ 9,000,000	$ 1,000,000	$ 1,300,000	$ 6,400,000	$ 5,800,000	$ 600,000	$ 700,000	$ 2,100,000	$ 100,000	$ 3,200,000	$ 400,000	$ 600,000	$ 200,000	$ 4,100,000
Debt issuance cost	16,500,000
Debt issuance cost, third party fees	1,600,000
Extinguishment of debt						9,400,000	15,000,000
Debt face amount						$ 50,000,000

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Condensed Consolidating Financial Information (Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 479,410	$ 406,540	$ 969,529	$ 825,154
Cost of sales	399,436	337,135	814,593	689,037
Selling, general and administrative expenses	55,840	47,333	111,334	95,678
Amortization of intangible assets	3,449	2,506	6,898	5,013
Restructuring and other charges	7,338	2,724	13,285	6,906
Operating income	13,347	16,842	23,419	28,520
Interest expense, net	26,666	28,235	54,576	57,810
Intercompany interest (income) expense	0	0	0	0
Loss on early extinguishment of debt, net	26,480	7,720	26,498	7,847
Other expense (income), net	212	(2,291)	(297)	(1,995)
Loss from continuing operations before income taxes	(40,011)	(16,822)	(57,358)	(35,142)
Income tax (benefit) expense	(710)	2,174	(1,270)	4,344
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	(39,301)	(18,996)	(56,088)	(39,486)
Equity in (loss) income of subsidiaries	0	0	0	0
Loss from continuing operations	(39,301)	(18,996)	(56,088)	(39,486)
Income from discontinued operations, net of taxes	664	113	1,617	1,458
Net loss	(38,637)	(18,883)	(54,471)	(38,028)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	0	0	0	0
Changes in pension and other employee benefit accounts, net of taxes	480	0	960	0
Currency translation adjustment	645	(2,329)	733	(3,108)
Comprehensive loss	(37,512)	(21,212)	(52,778)	(41,136)
Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	0	0	0	0
Cost of sales	0	0	0	0
Selling, general and administrative expenses	0	0	0	0
Amortization of intangible assets	0	0	0	0
Restructuring and other charges	0	0	0	0
Operating income	0	0	0	0
Interest expense, net	0	0	0	0
Intercompany interest (income) expense	0	0	0	0
Loss on early extinguishment of debt, net	0	0	0	0
Other expense (income), net	0	0	0	0
Loss from continuing operations before income taxes	0	0	0	0
Income tax (benefit) expense	0	0	0	0
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	0	0	0	0
Equity in (loss) income of subsidiaries	(38,637)	(18,883)	(54,471)	(38,028)
Loss from continuing operations	(38,637)	(18,883)	(54,471)	(38,028)
Income from discontinued operations, net of taxes	0	0	0	0
Net loss	(38,637)	(18,883)	(54,471)	(38,028)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,125	(2,329)	1,693	(3,108)
Changes in pension and other employee benefit accounts, net of taxes	0		0
Currency translation adjustment	0	0	0	0
Comprehensive loss	(37,512)	(21,212)	(52,778)	(41,136)
Subsidiary Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	227,225	160,726	468,692	328,430
Cost of sales	194,081	137,030	404,806	281,183
Selling, general and administrative expenses	33,898	26,661	67,506	53,642
Amortization of intangible assets	185	136	370	273
Restructuring and other charges	6,517	2,015	10,448	4,849
Operating income	(7,456)	(5,116)	(14,438)	(11,517)
Interest expense, net	26,519	28,134	54,342	57,598
Intercompany interest (income) expense	(216)	(304)	(486)	(654)
Loss on early extinguishment of debt, net	26,480	7,720	26,498	7,847
Other expense (income), net	409	509	226	878
Loss from continuing operations before income taxes	(60,648)	(41,175)	(95,018)	(77,186)
Income tax (benefit) expense	(597)	1,063	(988)	2,711
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	(60,051)	(42,238)	(94,030)	(79,897)
Equity in (loss) income of subsidiaries	21,306	22,123	39,378	39,290
Loss from continuing operations	(38,745)	(20,115)	(54,652)	(40,607)
Income from discontinued operations, net of taxes	108	1,232	181	2,579
Net loss	(38,637)	(18,883)	(54,471)	(38,028)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	645	(2,329)	733	(3,108)
Changes in pension and other employee benefit accounts, net of taxes	480		960
Currency translation adjustment	0	0	0	0
Comprehensive loss	(37,512)	(21,212)	(52,778)	(41,136)
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	249,377	242,563	494,554	489,912
Cost of sales	203,786	196,847	405,330	401,544
Selling, general and administrative expenses	21,601	20,471	43,151	41,614
Amortization of intangible assets	3,131	2,237	6,262	4,475
Restructuring and other charges	821	700	2,837	2,044
Operating income	20,038	22,308	36,974	40,235
Interest expense, net	147	105	234	219
Intercompany interest (income) expense	216	304	486	654
Loss on early extinguishment of debt, net	0	0	0	0
Other expense (income), net	(219)	(2,604)	(544)	(2,699)
Loss from continuing operations before income taxes	19,894	24,503	36,798	42,061
Income tax (benefit) expense	(252)	1,149	(489)	1,608
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	20,146	23,354	37,287	40,453
Equity in (loss) income of subsidiaries	604	(112)	655	(42)
Loss from continuing operations	20,750	23,242	37,942	40,411
Income from discontinued operations, net of taxes	556	(1,119)	1,436	(1,121)
Net loss	21,306	22,123	39,378	39,290
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	(37)	(2,033)	582	(1,919)
Changes in pension and other employee benefit accounts, net of taxes	0		0
Currency translation adjustment	682	(296)	151	(1,189)
Comprehensive loss	21,951	19,794	40,111	36,182
Non-Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	2,808	3,251	6,283	6,812
Cost of sales	1,569	3,258	4,457	6,310
Selling, general and administrative expenses	341	201	677	422
Amortization of intangible assets	133	133	266	265
Restructuring and other charges	0	9	0	13
Operating income	765	(350)	883	(198)
Interest expense, net	0	(4)	0	(7)
Intercompany interest (income) expense	0	0	0	0
Loss on early extinguishment of debt, net	0	0	0	0
Other expense (income), net	22	(196)	21	(174)
Loss from continuing operations before income taxes	743	(150)	862	(17)
Income tax (benefit) expense	139	(38)	207	25
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	604	(112)	655	(42)
Equity in (loss) income of subsidiaries	0	0	0	0
Loss from continuing operations	604	(112)	655	(42)
Income from discontinued operations, net of taxes	0	0	0	0
Net loss	604	(112)	655	(42)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	0	0	0	0
Changes in pension and other employee benefit accounts, net of taxes	0		0
Currency translation adjustment	(37)	(2,033)	582	(1,919)
Comprehensive loss	567	(2,145)	1,237	(1,961)
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	0	0	0	0
Cost of sales	0	0	0	0
Selling, general and administrative expenses	0	0	0	0
Amortization of intangible assets	0	0	0	0
Restructuring and other charges	0	0	0	0
Operating income	0	0	0	0
Interest expense, net	0	0	0	0
Intercompany interest (income) expense	0	0	0	0
Loss on early extinguishment of debt, net	0	0	0	0
Other expense (income), net	0	0	0	0
Loss from continuing operations before income taxes	0	0	0	0
Income tax (benefit) expense	0	0	0	0
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	0	0	0	0
Equity in (loss) income of subsidiaries	16,727	(3,128)	14,438	(1,220)
Loss from continuing operations	16,727	(3,128)	14,438	(1,220)
Income from discontinued operations, net of taxes	0	0	0	0
Net loss	16,727	(3,128)	14,438	(1,220)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	(1,733)	6,691	(3,008)	8,135
Changes in pension and other employee benefit accounts, net of taxes	0		0
Currency translation adjustment	0	0	0	0
Comprehensive loss	$ 14,994	$ 3,563	$ 11,430	$ 6,915

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Accumulated Other Comprehensive Income (Loss) (Reclassifications out of AOCI) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Loss from continuing operations before income taxes	$ (40,011)	$ (16,822)	$ (57,358)	$ (35,142)
Income tax (benefit) expense	710	(2,174)	1,270	(4,344)
Loss from continuing operations	(39,301)	(18,996)	(56,088)	(39,486)
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Loss from continuing operations before income taxes	794	0	1,587	0
Income tax (benefit) expense	(314)	0	(627)	0
Loss from continuing operations	480	0	960	0
Pension and Other Postretirement Benefits [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net actuarial losses	$ 794	$ 0	$ 1,587	$ 0

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Goodwill and Other Intangible Assets (Schedule of Future Annual Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2014	Dec. 28, 2013
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2014	$ 4,856
2015	9,710
2016	7,942
2017	7,267
2018	7,125
2019	6,887
Thereafter	33,267
Total Net Carrying Amount	$ 77,054	$ 83,849

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Property, Plant and Equipment

6 Months Ended

Jun. 28, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

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

	June 28, 2014			December 28, 2013
Land and land improvements	$	14,507		$	14,507
Buildings and building improvements	95,346			97,674
Machinery and equipment	633,785			635,638
Furniture and fixtures	11,531			11,049
Construction in progress	20,156			11,828
	775,325			770,696
Accumulated depreciation	(482,519		)	(465,789		)
	$	292,806		$	304,907

Sale Leaseback Transaction

During the first quarter of 2013, the Company sold one manufacturing facility related to its label and packaging segment, which had a net book value of $3.7 million for net proceeds of $6.3 million, and entered into a seven-year operating lease for the same facility. In connection with the sale, the Company recorded a deferred gain of $2.6 million, which will be 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 statements of operations.

Proceeds From Long-Lived Assets

During the first quarter of 2013, a press in the Company's label and packaging segment was destroyed by a fire. The Company's insurance policy provided coverage for business interruption and the replacement cost of the press. The insurance settlement was finalized during the second quarter of 2013 and the Company received cash proceeds of $4.4 million, resulting in a $2.7 million gain. The gain on the insurance settlement represents the difference between the replacement cost and carrying value of the press. The gain is recorded in other expense (income), net in the Company's statements of operations.

During the second quarter of 2013, the Company sold one manufacturing facility, which related to its envelope segment, for net proceeds of $1.7 million.

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Income (Loss) Per Share (Narrative) (Details) In Millions, unless otherwise specified	6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (shares)	21.0	24.7

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Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2014	Dec. 28, 2013
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 775,325	$ 770,696
Accumulated depreciation	(482,519)	(465,789)
Property, plant and equipment, net	292,806	304,907
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	14,507	14,507
Building and building improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	95,346	97,674
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	633,785	635,638
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	11,531	11,049
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 20,156	$ 11,828

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 28, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock options outstanding

Stock Options

A summary of the Company’s outstanding stock options as of and for the six months ended June 28, 2014, is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 28, 2013	1,778,000		$	5.23	2.4	$	259
Granted	—		—
Exercised	—		—			$	—
Forfeited/expired	(75,000	)	5.57
Outstanding at June 28, 2014	1,703,000		$	5.21	2.0	$	300
Exercisable at June 28, 2014	1,476,500		$	5.46	1.7	$	75

Schedule of nonvested restricted share unit and RSU activity

RSUs

A summary of the Company’s non-vested restricted share units ("RSUs") as of and for the six months ended June 28, 2014, is as follows:

	RSUs		Weighted Average Grant Date Fair Value
Non-vested at December 28, 2013	980,750		$	3.91
Granted	88,236		3.06
Vested	(529,250	)	4.44
Forfeited	(625	)	5.62
Non-vested at June 28, 2014	539,111		$	3.24

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Retirement Plans (Tables)

6 Months Ended

Jun. 28, 2014

Compensation and Retirement Disclosure [Abstract]

Schedule of net periodic (benefit) expenses

The components of the net periodic (benefit) expense for the Company’s pension plans, supplemental executive retirement plans ("SERP") and other postretirement benefit plans ("OPEB") are as follows (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Service cost	$	—		$	—		$	1		$	—
Interest cost	3,707			3,421			7,413			6,842
Expected return on plan assets	(5,206		)	(4,618		)	(10,412		)	(9,236		)
Net amortization and deferral	—			(2		)	—			(4		)
Recognized net actuarial loss	794			1,992			1,587			3,984
Net periodic (benefit) expense	$	(705	)	$	793		$	(1,411	)	$	1,586

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Stock-Based Compensation (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended		0 Months Ended	3 Months Ended	6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013	May 01, 2014 Restricted Stock Units (RSUs) [Member]	Jun. 28, 2014 Restricted Stock Units (RSUs) [Member]	Jun. 28, 2014 Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation provision	$ 836,000	$ 953,000	$ 1,672,000	$ 1,977,000
Unrecognized share based compensation expense	1,500,000		1,500,000
Unrecognized share based compensation costs, amortization period (years)			1 year 7 months 6 days
RSUs issued (shares)					88,236		88,236
RSU vesting period (years)					1 year
Fair value of RSUs vested						$ 1,100,000	$ 1,700,000

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Property, Plant and Equipment (Narrative) (Details) (USD $)	6 Months Ended		3 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Mar. 30, 2013 Label and Packaging [Member] Building and building improvements [Member] facility	Mar. 30, 2013 Label and Packaging [Member] Machinery and equipment [Member]	Jun. 29, 2013 Envelope [Member] Building and building improvements [Member] facility
Property, Plant and Equipment [Line Items]
Number of manufacturing facilities sold (facility)			1		1
Sale leaseback transaction, net book value			$ 3,700,000
Sale leaseback transaction, net proceeds			6,300,000
Sale leaseback transaction, deferred gain			2,600,000
Proceeds from insurance settlement				4,400,000
Gain on insurance claim	0	2,670,000		2,700,000
Proceeds from sale of property, plant and equipment	$ 320,000	$ 7,561,000			$ 1,700,000

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Restructuring and Other Charges (Tables)

6 Months Ended

Jun. 28, 2014

Restructuring and Related Activities [Abstract]

Schedule of restructuring expenses

2014 Activity

Restructuring and other charges for the three months ended June 28, 2014 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses			Lease Termination Expenses		Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2014 Plan	$	81		$	—		$	—		$	—	$	—	$	—	$	81
	2012 Plan	—			—			—			—		—		1		1
	Residual Plans	—			—			—			—		34		38		72
	Acquisition Integration Plans	1,632			1,613			982			214		—		1,023		5,464
Total Envelope		1,713			1,613			982			214		34		1,062		5,618
Print
	2014 Plan	145			—			—			—		—		101		246
	2013 Plan	(89		)	(19		)	—			74		—		102		68
	2012 Plan	—			—			—			5		3		—		8
	Residual Plans	—			—			(1		)	136		119		22		276
Total Print		56			(19		)	(1		)	215		122		225		598
Label and Packaging
	2014 Plan	321			—			—			—		—		—		321
	2013 Plan	1			—			—			—		—		—		1
	Residual Plans	—			—			—			14		—		—		14
Total Label and Packaging		322			—			—			14		—		—		336
Corporate
	2014 Plan	769			—			—			—		—		17		786
Total Corporate		769			—			—			—		—		17		786
Total Restructuring and Other Charges		$	2,860		$	1,594		$	981		$	443	$	156	$	1,304	$	7,338

Restructuring and other charges for the six months ended June 28, 2014 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2014 Plan	$	81		$	—		$	—	$	—		$	—	$	—	$	81
	2013 Plan	(1		)	—			—		—			—		—		(1		)
	2012 Plan	—			—			—		(198		)	—		1		(197		)
	Residual Plans	—			—			—		—			66		54		120
	Acquisition Integration Plans	1,725			2,214			1,618		1,604			—		1,471		8,632
Total Envelope		1,805			2,214			1,618		1,406			66		1,526		8,635
Print
	2014 Plan	152			—			—		—			—		101		253
	2013 Plan	299			(41		)	—		207			—		394		859
	2012 Plan	—			—			—		9			732		—		741
	Residual Plans	—			—			—		76			106		569		751
Total Print		451			(41		)	—		292			838		1,064		2,604
Label and Packaging
	2014 Plan	572			—			—		—			—		—		572
	2013 Plan	27			—			—		—			—		—		27
	Residual Plans	—			—			—		28			—		—		28
Total Label and Packaging		599			—			—		28			—		—		627
Corporate
	2014 Plan	1,373			—			—		—			—		46		1,419
Total Corporate		1,373			—			—		—			—		46		1,419
Total Restructuring and Other Charges		$	4,228		$	2,173		$	1,618	$	1,726		$	904	$	2,636	$	13,285

2013 Activity

Restructuring and other charges for the three months ended June 29, 2013 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2013 Plan	$	37		$	—		$	—	$	—		$	—	$	20	$	57
	2012 Plan	(8		)	118			139		156			—		429		834
	Residual Plans	—			—			—		—			26		6		32
	Acquisition Integration Plans	(57		)	(130		)	506		29			—		264		612
Total Envelope		(28		)	(12		)	645		185			26		719		1,535
Print
	2013 Plan	434			—			—		90			—		14		538
	2012 Plan	(1		)	—			—		2			—		52		53
	Residual Plans	—			—			—		369			97		105		571
Total Print		433			—			—		461			97		171		1,162
Label and Packaging
	2013 Plan	104			—			—		—			—		8		112
	Residual Plans	—			—			—		(185		)	—		—		(185		)
Total Label and Packaging		104			—			—		(185		)	—		8		(73		)
Corporate
	2013 Plan	66			—			—		—			—		—		66
	Residual Plans	—			—			—		—			—		34		34
Total Corporate		66			—			—		—			—		34		100
Total Restructuring and Other Charges		$	575		$	(12	)	$	645	$	461		$	123	$	932	$	2,724

Restructuring and other charges for the six months ended June 29, 2013 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2013 Plan	$	79		$	—		$	10	$	—		$	—	$	20	$	109
	2012 Plan	(18		)	118			183		204			—		637		1,124
	Residual Plans	—			—			—		—			49		11		60
	Acquisition Integration Plans	461			(130		)	709		3			—		339		1,382
Total Envelope		522			(12		)	902		207			49		1,007		2,675
Print
	2013 Plan	1,140			—			—		90			—		14		1,244
	2012 Plan	(74		)	147			39		4			—		56		172
	Residual Plans	—			—			10		421			153		143		727
Total Print		1,066			147			49		515			153		213		2,143
Label and Packaging
	2013 Plan	355			—			—		—			—		12		367
	Residual Plans	(4		)	—			—		(161		)	—		—		(165		)
Total Label and Packaging		351			—			—		(161		)	—		12		202
Corporate
	2013 Plan	1,791			—			—		—			—		21		1,812
	Residual Plans	23			—			—		—			—		51		74
Total Corporate		1,814			—			—		—			—		72		1,886
Total Restructuring and Other Charges		$	3,753		$	135		$	951	$	561		$	202	$	1,304	$	6,906

Schedule of activity related to the restructuring liability

A summary of the activity related to the restructuring liabilities for all the cost savings, restructuring and integration initiatives were as follows (in thousands):

	Employee Separation Costs			Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses			Building Clean-up, Equipment Moving and Other Expenses			Total
2014 Plan
Balance as of December 28, 2013	$	—		$	—		$	—		$	—		$	—
Accruals, net	2,178			—			—			147			2,325
Payments	(2,005		)	—			—			(147		)	(2,152		)
Balance as of June 28, 2014	$	173		$	—		$	—		$	—		$	173
2013 Plan
Balance as of December 28, 2013	$	837		$	56		$	—		$	—		$	893
Accruals, net	325			207			—			394			926
Payments	(929		)	(125		)	—			(394		)	(1,448		)
Balance as of June 28, 2014	$	233		$	138		$	—		$	—		$	371
2012 Plan
Balance as of December 28, 2013	$	—		$	327		$	5,400		$	—		$	5,727
Accruals, net	—			(189		)	732			1			544
Payments	—			(62		)	(160		)	(1		)	(223		)
Balance as of June 28, 2014	$	—		$	76		$	5,972		$	—		$	6,048
Residual Plans
Balance as of December 28, 2013	$	—		$	1,017		$	15,155		$	—		$	16,172
Accruals, net	—			104			172			623			899
Payments	—			(149		)	(1,256		)	(623		)	(2,028		)
Balance as of June 28, 2014	$	—		$	972		$	14,071		$	—		$	15,043
Acquisition Integration Plans
Balance as of December 28, 2013	$	155		$	2,503		$	—		$	—		$	2,658
Accruals, net	1,725			1,604			—			3,089			6,418
Payments	(1,227		)	(986		)	—			(3,089		)	(5,302		)
Balance as of June 28, 2014	$	653		$	3,121		$	—		$	—		$	3,774
Total Restructuring Liability	$	1,059		$	4,307		$	20,043		$	—		$	25,409

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 28, 2014

Equity [Abstract]

Schedule of changes in AOCI components

The following table presents the changes in the balances of each component of AOCI, net of tax (in thousands):

		Foreign Currency Translation			Pension and Other Postretirement Benefits			Total
Balance as of December 28, 2013		$	(1,584	)	$	(38,716	)	$	(40,300	)
	Other comprehensive income before reclassifications	733			—			733
	Amounts reclassified from AOCI	—			960			960
	Other comprehensive income	733			960			1,693
Balance as of June 28, 2014		$	(851	)	$	(37,756	)	$	(38,607	)

Schedule of reclassifications from AOCI

Reclassifications from AOCI

AOCI Components (in thousands)		Amounts Reclassified from AOCI					Amounts Reclassified from AOCI					Income Statement Line Item
		For the Three Months Ended					For the Six Months Ended
		June 28, 2014			June 29, 2013		June 28, 2014			June 29, 2013
Changes in pension and other employee benefit accounts:
	Net actuarial losses (1)	$	794		$	—	$	1,587		$	—	Selling, general and administrative expenses
		794			—		1,587			—		Total before tax
Taxes		(314		)	—		(627		)	—		Income tax (benefit) expense
Total reclassifications for the period		$	480		$	—	$	960		$	—	Net of tax

 __________________________

(1) In the first quarter of 2014, the Company began to reclassify the amortization of net actuarial losses from AOCI on a quarterly basis. Previously, these amounts were reclassified on an annual basis.

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Inventories

6 Months Ended

Jun. 28, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

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

	June 28, 2014		December 28, 2013
Raw materials	$	59,056	$	62,241
Work in process	16,428		21,698
Finished goods	85,018		77,626
	$	160,502	$	161,565

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Income (Loss) Per Share (Tables)

6 Months Ended

Jun. 28, 2014

Earnings Per Share [Abstract]

Computation of basic and diluted income (loss) per share

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

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Numerator for basic and diluted loss per share:
Loss from continuing operations	$	(39,301	)	$	(18,996	)	$	(56,088	)	$	(39,486	)
Income from discontinued operations, net of taxes	664			113			1,617			1,458
Net loss	$	(38,637	)	$	(18,883	)	$	(54,471	)	$	(38,028	)
Denominator for weighted average common shares outstanding:
Basic shares	66,496			63,922			66,416			63,881
Dilutive effect of 7% notes	—			—			—			—
Dilutive effect of Equity Awards	—			—			—			—
Diluted shares	66,496			63,922			66,416			63,881
(Loss) income per share – basic:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)
(Loss) income per share – diluted:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)

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Discontinued Operations (Components of Assets and Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2014	Dec. 28, 2013
Discontinued Operations and Disposal Groups [Abstract]
Accounts receivable, net	$ 0	$ 9
Prepaid and other current assets	77	123
Assets of discontinued operations - current	77	132
Property, plant and equipment, net	0	33
Assets of discontinued operations - long-term	0	33
Accrued compensation and related liabilities	90	627
Other current liabilities	57	1,386
Liabilities of discontinued operations - current	147	2,013
Net assets	$ (70)	$ (1,848)

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Retirement Plans (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Net Periodic Benefit Cost [Abstract]
Service cost	$ 0	$ 0	$ 1,000	$ 0
Interest cost	3,707,000	3,421,000	7,413,000	6,842,000
Expected return on plan assets	(5,206,000)	(4,618,000)	(10,412,000)	(9,236,000)
Net amortization and deferral	0	(2,000)	0	(4,000)
Net amortization and deferral	794,000	1,992,000	1,587,000	3,984,000
Net periodic (benefit) expense	(705,000)	793,000	(1,411,000)	1,586,000
Employer contributions			6,900,000
Estimated future employer contributions during 2014			11,200,000
Other Postretirement Benefit Plans, Defined Benefit [Member]
Net Periodic Benefit Cost [Abstract]
Interest cost	$ 200,000	$ 200,000	$ 400,000	$ 400,000

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 28, 2014	Dec. 28, 2013
Current assets:
Cash and cash equivalents	$ 9,328	$ 11,329
Accounts receivable, net	278,583	281,586
Inventories	160,502	161,565
Prepaid and other current assets	60,633	55,353
Assets of discontinued operations - current	77	132
Total current assets	509,123	509,965
Property, plant and equipment, net	292,806	304,907
Goodwill	186,579	186,436
Other intangible assets, net	161,954	168,749
Other assets, net	52,150	43,614
Assets of discontinued operations - long-term	0	33
Total assets	1,202,612	1,213,704
Current liabilities:
Current maturities of long-term debt	7,001	9,174
Accounts payable	232,301	244,228
Accrued compensation and related liabilities	35,262	32,139
Other current liabilities	72,070	81,198
Liabilities of discontinued operations - current	147	2,013
Total current liabilities	346,781	368,752
Long-term debt	1,252,784	1,176,351
Other liabilities	151,695	165,581
Commitments and contingencies
Shareholders’ deficit:
Preferred stock	0	0
Common stock	666	663
Paid-in capital	365,284	364,177
Retained deficit	(875,991)	(821,520)
Accumulated other comprehensive loss	(38,607)	(40,300)
Total shareholders’ deficit	(548,648)	(496,980)
Total liabilities and shareholders’ deficit	$ 1,202,612	$ 1,213,704

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Goodwill and Other Intangible Assets (Goodwill by Reportable Segment) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 28, 2014
Goodwill [Roll Forward]
Balance as of the year ended	$ 186,436
Foreign currency translation	143
Balance as of the period ended	186,579
Envelope [Member]
Goodwill [Roll Forward]
Balance as of the year ended	23,433
Foreign currency translation	0
Balance as of the period ended	23,433
Print [Member]
Goodwill [Roll Forward]
Balance as of the year ended	45,576
Foreign currency translation	156
Balance as of the period ended	45,732
Label and Packaging [Member]
Goodwill [Roll Forward]
Balance as of the year ended	117,427
Foreign currency translation	(13)
Balance as of the period ended	$ 117,414

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Acquisitions

6 Months Ended

Jun. 28, 2014

Business Combinations [Abstract]

Acquisitions

Acquisitions

The Company accounts for business combinations under the provisions of the Business Combination Topic of the FASB’s Accounting Standards Codification ("ASC") 805.  Acquisitions are accounted for by the purchase method, and accordingly, the assets and liabilities of the acquired businesses have been recorded at their estimated fair values on the acquisition date with the excess of the purchase price over their estimated fair values recorded as goodwill. In the event the estimated fair values of the assets and liabilities acquired exceed the purchase price paid, a bargain purchase gain is recorded in the statements of operations.

Acquisition-related costs are expensed as incurred. Acquisition-related costs, including integration costs, are included in selling, general and administrative expenses in the Company’s statements of operations and were $1.1 million and $0.4 million for the three months ended June 28, 2014, and June 29, 2013, respectively, and $3.1 million and $0.8 million for the six months ended June 28, 2014, and June 29, 2013, respectively.

2013

National Envelope

On September 16, 2013, Cenveo acquired certain assets of National Envelope Corporation ("National"). National's accounts receivable and inventory were purchased by unrelated third parties in conjunction with Cenveo's acquisition. National manufactured and distributed envelope products for the billing, financial, direct mail and office products markets and had approximately 1,600 employees. The Company believes the acquisition of certain assets of National will enhance the Company's manufacturing capabilities and reduce capacity in the envelope industry. The purchase price was $34.1 million, of which $6.0 million was Cenveo common stock, and was preliminarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, and was assigned to the Company's envelope segment. The acquisition of certain assets of National resulted in a preliminary bargain purchase gain of approximately $17.3 million, exclusive of $6.8 million of tax expense, which was recognized in the Company's statement of operations in 2013. Prior to the recognition of the bargain purchase gain, the Company reassessed the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition. The Company believes it was able to acquire those assets of National for less than their fair value due to National's bankruptcy prior to the Company's acquisition. The acquired identifiable intangible asset relates to a leasehold interest with a fair value of $3.8 million, which is being amortized over the remaining lease term of 20 years, which includes renewal periods.

National's results of operations and cash flows are included in the Company’s statements of operations and cash flows from September 16, 2013. As a result of the Company's integration of certain assets of National into the Company's existing envelope operations, it is impracticable to disclose the amounts of revenues and operating income of National since the acquisition date.

Preliminary Purchase Price Allocation

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

	As of September 16, 2013
Property, plant and equipment	$	54,900
Other intangible assets	3,780
Total assets acquired	58,680
Accounts payable	967
Accrued compensation and related liabilities	1,210
Other current liabilities	1,351
Other liabilities	1,292
Note payable	2,536
Total liabilities assumed	7,356
Net assets acquired	51,324
Cost of the acquisition of certain assets of National	34,062
Gain on bargain purchase	$	17,262

Property, plant and equipment values were estimated based on discussions with machinery and equipment brokers, internal expertise related to the equipment and current marketplace conditions. The value of the leasehold interest acquired was determined based on the present value of the difference between: (i) the contractual amounts to be paid pursuant to the lease; and (ii) management's estimate of current market lease rates for the corresponding lease, measured over the remaining lease term and renewal periods.

The fair values of property, plant and equipment and the intangible asset acquired from National were determined to be Level 3 under the fair value hierarchy.

Unaudited Pro Forma Financial Information

The following supplemental pro forma consolidated summary financial information of the Company for the three and six months ended June 29, 2013 herein has been prepared by adjusting the historical data as set forth in its statements of operations to give effect to the acquisition of certain assets of National as if it had been made as of January 1, 2012 (in thousands, except per share amounts).

	For the Three Months Ended			For the Six Months Ended
	June 29, 2013			June 29, 2013
Net sales
As reported	$	406,540		$	825,154
Pro forma	$	487,988		$	1,000,760
Loss from continuing operations
As reported	$	(18,996	)	$	(39,486	)
Pro forma	$	(32,275	)	$	(63,417	)
Loss per share from continuing operations - basic
As reported	$	(0.30	)	$	(0.62	)
Pro forma	$	(0.49	)	$	(0.96	)
Loss per share from continuing operations - diluted
As reported	$	(0.30	)	$	(0.62	)
Pro forma	$	(0.49	)	$	(0.96	)

The supplemental pro forma consolidated summary financial information is presented for comparative purposes only and does not purport to be indicative of the Company’s actual consolidated results of operations had the acquisition of certain assets of National been consummated as of the beginning of the period noted above or of the Company’s expected future results of operations.

The Company has performed its assessment of the preliminary purchase price allocation by identifying and estimating the fair values of tangible and identifiable intangible assets, comprised of a leasehold interest and property, plant and equipment. Pro forma adjustments have been made to depreciation and amortization expense related to these estimated fair values, and to reflect the Company's borrowing rate in the above supplemental pro forma consolidated summary financial information. The pro forma operating results do not include any anticipated synergies related to combining the operations.

Express Label

On December 31, 2012, the Company acquired certain assets and assumed certain liabilities of Express Label Company ("Express Label"), which had annual net sales of approximately $5.4 million prior to the acquisition by the Company. The total purchase price was approximately $5.1 million, and was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at their acquisition date. The Express Label acquisition resulted in $0.1 million of goodwill, all of which is deductible for income tax purposes, and was assigned to the Company's label and packaging segment. The Company believes that the recognized goodwill related to Express Label is due to expected synergies and a reasonable market premium. The acquired identifiable intangible assets relate to: (i) customer relationships of $3.0 million, which are being amortized over their estimated useful life of 10 years; and (ii) a trade name of $0.3 million, which is being amortized over its estimated useful life of 10 years.

Express Label's results of operations and cash flows are included in the Company's statements of operations and cash flows from December 31, 2012.

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Restructuring and Other Charges (Changes in Restructuring Liability) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Restructuring Reserve [Roll Forward]
Restructuring and other charges	$ 7,338	$ 2,724	$ 13,285	$ 6,906
Restructuring Reserve	25,409		25,409
Employee Severance Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring and other charges	2,860	575	4,228	3,753
Restructuring Reserve	1,059		1,059
Lease Termination Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring and other charges	443	461	1,726	561
Restructuring Reserve	4,307		4,307
Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring and other charges	156	123	904	202
Restructuring Reserve	20,043		20,043
Building Clean-up, Equipment Moving and Other Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring and other charges	1,304	932	2,636	1,304
Restructuring Reserve	0		0
2014 Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			2,325
Payments for Restructuring			(2,152)
Restructuring Reserve	173		173
2014 Plan [Member] | Employee Severance Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			2,178
Payments for Restructuring			(2,005)
Restructuring Reserve	173		173
2014 Plan [Member] | Lease Termination Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			0
Payments for Restructuring			0
Restructuring Reserve	0		0
2014 Plan [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			0
Payments for Restructuring			0
Restructuring Reserve	0		0
2014 Plan [Member] | Building Clean-up, Equipment Moving and Other Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			147
Payments for Restructuring			(147)
Restructuring Reserve	0		0
2013 Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			893
Restructuring and other charges			926
Payments for Restructuring			(1,448)
Restructuring Reserve	371		371
2013 Plan [Member] | Employee Severance Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			837
Restructuring and other charges			325
Payments for Restructuring			(929)
Restructuring Reserve	233		233
2013 Plan [Member] | Lease Termination Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			56
Restructuring and other charges			207
Payments for Restructuring			(125)
Restructuring Reserve	138		138
2013 Plan [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			0
Payments for Restructuring			0
Restructuring Reserve	0		0
2013 Plan [Member] | Building Clean-up, Equipment Moving and Other Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			394
Payments for Restructuring			(394)
Restructuring Reserve	0		0
2012 Plan [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			5,727
Restructuring and other charges			544
Payments for Restructuring			(223)
Restructuring Reserve	6,048		6,048
2012 Plan [Member] | Employee Severance Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			0
Payments for Restructuring			0
Restructuring Reserve	0		0
2012 Plan [Member] | Lease Termination Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			327
Restructuring and other charges			(189)
Payments for Restructuring			(62)
Restructuring Reserve	76		76
2012 Plan [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			5,400
Restructuring and other charges			732
Payments for Restructuring			(160)
Restructuring Reserve	5,972		5,972
2012 Plan [Member] | Building Clean-up, Equipment Moving and Other Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			1
Payments for Restructuring			(1)
Restructuring Reserve	0		0
Residual Plans [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			16,172
Restructuring and other charges			899
Payments for Restructuring			(2,028)
Restructuring Reserve	15,043		15,043
Residual Plans [Member] | Employee Severance Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			0
Payments for Restructuring			0
Restructuring Reserve	0		0
Residual Plans [Member] | Lease Termination Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			1,017
Restructuring and other charges			104
Payments for Restructuring			(149)
Restructuring Reserve	972		972
Residual Plans [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			15,155
Restructuring and other charges			172
Payments for Restructuring			(1,256)
Restructuring Reserve	14,071		14,071
Residual Plans [Member] | Building Clean-up, Equipment Moving and Other Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			623
Payments for Restructuring			(623)
Restructuring Reserve	0		0
Acquisition Integration Plans [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			2,658
Restructuring and other charges			6,418
Payments for Restructuring			(5,302)
Restructuring Reserve	3,774		3,774
Acquisition Integration Plans [Member] | Employee Severance Costs [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			155
Restructuring and other charges			1,725
Payments for Restructuring			(1,227)
Restructuring Reserve	653		653
Acquisition Integration Plans [Member] | Lease Termination Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			2,503
Restructuring and other charges			1,604
Payments for Restructuring			(986)
Restructuring Reserve	3,121		3,121
Acquisition Integration Plans [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			0
Payments for Restructuring			0
Restructuring Reserve	0		0
Acquisition Integration Plans [Member] | Building Clean-up, Equipment Moving and Other Expenses [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve			0
Restructuring and other charges			3,089
Payments for Restructuring			(3,089)
Restructuring Reserve	$ 0		$ 0

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Basis of Presentation (Details)	3 Months Ended	6 Months Ended	9 Months Ended
	Dec. 28, 2013 reportable_segment	Jun. 28, 2014 reportable_segment	Sep. 28, 2013 reportable_segment
Accounting Policies [Abstract]
Number of reportable segments (reportable segment)	3	3	2

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Condensed Consolidating Financial Information (Narrative) (Details)	Jun. 28, 2014	Jun. 26, 2014
6.000% senior secured priority notes due 2019 [Member] | Senior notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt interest rate (percent)	6.00%	6.00%
8.500% junior secured priority notes due 2022 [Member] | Junior notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt interest rate (percent)	8.50%	8.50%
7.875% senior subordinated notes due 2013 [Member] | Senior second lien notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt interest rate (percent)	7.875%
8.875% senior second lien notes, due 2018 [Member] | Senior second lien notes [Member]
Condensed Financial Statements, Captions [Line Items]
Debt interest rate (percent)	8.875%
7% senior exchangeable notes, due 2017 [Member] | Convertible debt [Member]
Condensed Financial Statements, Captions [Line Items]
Debt interest rate (percent)	7.00%
11.5% senior notes, due 2017 [Member] | Secured debt [Member]
Condensed Financial Statements, Captions [Line Items]
Debt interest rate (percent)	11.50%

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Acquisitions (Tables)

6 Months Ended

Jun. 28, 2014

Business Combinations [Abstract]

Purchase price allocation

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

	As of September 16, 2013
Property, plant and equipment	$	54,900
Other intangible assets	3,780
Total assets acquired	58,680
Accounts payable	967
Accrued compensation and related liabilities	1,210
Other current liabilities	1,351
Other liabilities	1,292
Note payable	2,536
Total liabilities assumed	7,356
Net assets acquired	51,324
Cost of the acquisition of certain assets of National	34,062
Gain on bargain purchase	$	17,262

Pro forma financial

The following supplemental pro forma consolidated summary financial information of the Company for the three and six months ended June 29, 2013 herein has been prepared by adjusting the historical data as set forth in its statements of operations to give effect to the acquisition of certain assets of National as if it had been made as of January 1, 2012 (in thousands, except per share amounts).

	For the Three Months Ended			For the Six Months Ended
	June 29, 2013			June 29, 2013
Net sales
As reported	$	406,540		$	825,154
Pro forma	$	487,988		$	1,000,760
Loss from continuing operations
As reported	$	(18,996	)	$	(39,486	)
Pro forma	$	(32,275	)	$	(63,417	)
Loss per share from continuing operations - basic
As reported	$	(0.30	)	$	(0.62	)
Pro forma	$	(0.49	)	$	(0.96	)
Loss per share from continuing operations - diluted
As reported	$	(0.30	)	$	(0.62	)
Pro forma	$	(0.49	)	$	(0.96	)

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Acquisitions (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended			0 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013	Dec. 28, 2013	Sep. 16, 2013 National Envelope Acquisition [Member] employee	Dec. 31, 2012 Express Label Acquisition [Member]	Sep. 16, 2013 Leasehold interests [Member] National Envelope Acquisition [Member]	Dec. 31, 2012 Customer relationships [Member] Express Label Acquisition [Member]	Dec. 31, 2012 Trade Names [Member] Express Label Acquisition [Member]
Business Acquisition [Line Items]
Acquisition related costs	$ 1,100,000	$ 400,000	$ 3,100,000	$ 800,000
Number of employees (employee)						1,600
Acquisition purchase price						34,062,000	5,100,000
Acquistion purchase price, company common stock						6,000,000
Gain on bargain purchase						17,262,000
Gain on bargain purchase, tax expense						6,800,000
Finite-lived intangible assets						3,780,000		3,800,000	3,000,000	300,000
Intangible asset, useful life (years)								20 years 0 months	10 years	10 years
Annual net sales prior to acquisition by the Company							5,400,000
Goodwill	$ 186,579,000		$ 186,579,000		$ 186,436,000		$ 100,000

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Inventories (Tables)

6 Months Ended

Jun. 28, 2014

Inventory Disclosure [Abstract]

Inventories

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

	June 28, 2014		December 28, 2013
Raw materials	$	59,056	$	62,241
Work in process	16,428		21,698
Finished goods	85,018		77,626
	$	160,502	$	161,565

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Condensed Consolidating Financial Information (Condensed Consolidating Statement of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013
Cash flows from operating activities: [Abstract]
Net cash provided by (used in) operating activities of continuing operations	$ (25,427)	$ 5,738
Net cash (used in) provided by operating activities of discontinued operations	(1,687)	3,608
Net cash (used in) provided by operating activities	(27,114)	9,346
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	0	(5,145)
Capital expenditures	(16,777)	(15,615)
Purchase of investment	(2,000)	(1,650)
Proceeds from insurance claim	0	3,036
Proceeds from sale of property, plant and equipment	320	7,561
Net cash used in investing activities of continuing operations	(18,457)	(11,813)
Net cash provided by (used in) investing activities of discontinued operations	2,196	(115)
Net cash used in investing activities	(16,261)	(11,928)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	540,000	0
Proceeds from issuance of 8.500% junior secured priority notes due 2022	250,000	0
Repayment of 7.875% senior subordinated notes	0	(67,848)
Repayment of Term Loan B due 2016	0	(389,105)
Payment of financing-related costs and expenses and debt issuance discounts	(35,017)	(13,884)
Repayments of other long-term debt	(2,967)	(2,413)
Purchase and retirement of common stock upon vesting of RSUs	(562)	(363)
Repayments under Revolving Credit Facility, net	0	(18,000)
Proceeds from issuance of 15% Unsecured Term Loan due 2017	0	50,000
Repayment of 15% Unsecured Term Loan due 2017	(10,000)	(15,000)
Proceeds from issuance of Term Loan Facility due 2017	0	360,000
Repayment of Term Loan Facility due 2017	(329,100)	0
Repayment of 8.875% senior second lien notes due 2018	(400,000)	0
Borrowings under ABL Facility due 2017	287,900	266,700
Repayments under ABL Facility due 2017	(258,900)	(163,900)
Intercompany advances	0	0
Net cash provided by financing activities	41,354	6,187
Effect of exchange rate changes on cash and cash equivalents	20	161
Net (decrease) increase in cash and cash equivalents	(2,001)	3,766
Cash and cash equivalents at beginning of period	11,329	8,110
Cash and cash equivalents at end of period	9,328	11,876
Parent Company [Member]
Cash flows from operating activities: [Abstract]
Net cash provided by (used in) operating activities of continuing operations	1,672	1,977
Net cash (used in) provided by operating activities of discontinued operations	0	0
Net cash (used in) provided by operating activities	1,672	1,977
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired		0
Capital expenditures	0	0
Purchase of investment	0	0
Proceeds from insurance claim		0
Proceeds from sale of property, plant and equipment	0	0
Net cash used in investing activities of continuing operations	0	0
Net cash provided by (used in) investing activities of discontinued operations	0	0
Net cash used in investing activities	0	0
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	0
Proceeds from issuance of 8.500% junior secured priority notes due 2022	0
Repayment of 7.875% senior subordinated notes		0
Repayment of Term Loan B due 2016		0
Payment of financing-related costs and expenses and debt issuance discounts	0	0
Repayments of other long-term debt	0	0
Purchase and retirement of common stock upon vesting of RSUs	(562)	(363)
Repayments under Revolving Credit Facility, net		0
Proceeds from issuance of 15% Unsecured Term Loan due 2017		0
Repayment of 15% Unsecured Term Loan due 2017	0	0
Proceeds from issuance of Term Loan Facility due 2017		0
Repayment of Term Loan Facility due 2017	0
Repayment of 8.875% senior second lien notes due 2018	0
Borrowings under ABL Facility due 2017	0	0
Repayments under ABL Facility due 2017	0	0
Intercompany advances	(1,110)	(1,614)
Net cash provided by financing activities	(1,672)	(1,977)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net (decrease) increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	0
Subsidiary Issuer [Member]
Cash flows from operating activities: [Abstract]
Net cash provided by (used in) operating activities of continuing operations	(79,382)	(56,895)
Net cash (used in) provided by operating activities of discontinued operations	(730)	2,486
Net cash (used in) provided by operating activities	(80,112)	(54,409)
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired		(5,145)
Capital expenditures	(8,424)	(8,900)
Purchase of investment	(2,000)	(1,650)
Proceeds from insurance claim		0
Proceeds from sale of property, plant and equipment	166	222
Net cash used in investing activities of continuing operations	(10,258)	(15,473)
Net cash provided by (used in) investing activities of discontinued operations	1,033	(115)
Net cash used in investing activities	(9,225)	(15,588)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	540,000
Proceeds from issuance of 8.500% junior secured priority notes due 2022	250,000
Repayment of 7.875% senior subordinated notes		(67,848)
Repayment of Term Loan B due 2016		(389,105)
Payment of financing-related costs and expenses and debt issuance discounts	(35,017)	(13,884)
Repayments of other long-term debt	(1,500)	0
Purchase and retirement of common stock upon vesting of RSUs	0	0
Repayments under Revolving Credit Facility, net		(18,000)
Proceeds from issuance of 15% Unsecured Term Loan due 2017		50,000
Repayment of 15% Unsecured Term Loan due 2017	(10,000)	(15,000)
Proceeds from issuance of Term Loan Facility due 2017		360,000
Repayment of Term Loan Facility due 2017	(329,100)
Repayment of 8.875% senior second lien notes due 2018	(400,000)
Borrowings under ABL Facility due 2017	287,900	266,700
Repayments under ABL Facility due 2017	(258,900)	(163,900)
Intercompany advances	43,802	65,307
Net cash provided by financing activities	87,185	74,270
Effect of exchange rate changes on cash and cash equivalents	0	0
Net (decrease) increase in cash and cash equivalents	(2,152)	4,273
Cash and cash equivalents at beginning of period	9,504	5,763
Cash and cash equivalents at end of period	7,352	10,036
Guarantor Subsidiaries [Member]
Cash flows from operating activities: [Abstract]
Net cash provided by (used in) operating activities of continuing operations	54,411	61,867
Net cash (used in) provided by operating activities of discontinued operations	(957)	1,122
Net cash (used in) provided by operating activities	53,454	62,989
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired		0
Capital expenditures	(8,306)	(6,654)
Purchase of investment	0	0
Proceeds from insurance claim		3,036
Proceeds from sale of property, plant and equipment	154	7,339
Net cash used in investing activities of continuing operations	(8,152)	3,721
Net cash provided by (used in) investing activities of discontinued operations	1,163	0
Net cash used in investing activities	(6,989)	3,721
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	0
Proceeds from issuance of 8.500% junior secured priority notes due 2022	0
Repayment of 7.875% senior subordinated notes		0
Repayment of Term Loan B due 2016		0
Payment of financing-related costs and expenses and debt issuance discounts	0	0
Repayments of other long-term debt	(1,467)	(2,413)
Purchase and retirement of common stock upon vesting of RSUs	0	0
Repayments under Revolving Credit Facility, net		0
Proceeds from issuance of 15% Unsecured Term Loan due 2017		0
Repayment of 15% Unsecured Term Loan due 2017	0	0
Proceeds from issuance of Term Loan Facility due 2017		0
Repayment of Term Loan Facility due 2017	0
Repayment of 8.875% senior second lien notes due 2018	0
Borrowings under ABL Facility due 2017	0	0
Repayments under ABL Facility due 2017	0	0
Intercompany advances	(44,766)	(64,526)
Net cash provided by financing activities	(46,233)	(66,939)
Effect of exchange rate changes on cash and cash equivalents	4	7
Net (decrease) increase in cash and cash equivalents	236	(222)
Cash and cash equivalents at beginning of period	0	286
Cash and cash equivalents at end of period	236	64
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities: [Abstract]
Net cash provided by (used in) operating activities of continuing operations	(2,128)	(1,211)
Net cash (used in) provided by operating activities of discontinued operations	0	0
Net cash (used in) provided by operating activities	(2,128)	(1,211)
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired		0
Capital expenditures	(47)	(61)
Purchase of investment	0	0
Proceeds from insurance claim		0
Proceeds from sale of property, plant and equipment	0	0
Net cash used in investing activities of continuing operations	(47)	(61)
Net cash provided by (used in) investing activities of discontinued operations	0	0
Net cash used in investing activities	(47)	(61)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	0
Proceeds from issuance of 8.500% junior secured priority notes due 2022	0
Repayment of 7.875% senior subordinated notes		0
Repayment of Term Loan B due 2016		0
Payment of financing-related costs and expenses and debt issuance discounts	0	0
Repayments of other long-term debt	0	0
Purchase and retirement of common stock upon vesting of RSUs	0	0
Repayments under Revolving Credit Facility, net		0
Proceeds from issuance of 15% Unsecured Term Loan due 2017		0
Repayment of 15% Unsecured Term Loan due 2017	0	0
Proceeds from issuance of Term Loan Facility due 2017		0
Repayment of Term Loan Facility due 2017	0
Repayment of 8.875% senior second lien notes due 2018	0
Borrowings under ABL Facility due 2017	0	0
Repayments under ABL Facility due 2017	0	0
Intercompany advances	2,074	833
Net cash provided by financing activities	2,074	833
Effect of exchange rate changes on cash and cash equivalents	16	154
Net (decrease) increase in cash and cash equivalents	(85)	(285)
Cash and cash equivalents at beginning of period	1,825	2,061
Cash and cash equivalents at end of period	1,740	1,776
Eliminations [Member]
Cash flows from operating activities: [Abstract]
Net cash provided by (used in) operating activities of continuing operations	0	0
Net cash (used in) provided by operating activities of discontinued operations	0	0
Net cash (used in) provided by operating activities	0	0
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired		0
Capital expenditures	0	0
Purchase of investment	0	0
Proceeds from insurance claim		0
Proceeds from sale of property, plant and equipment	0	0
Net cash used in investing activities of continuing operations	0	0
Net cash provided by (used in) investing activities of discontinued operations	0	0
Net cash used in investing activities	0	0
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	0
Proceeds from issuance of 8.500% junior secured priority notes due 2022	0
Repayment of 7.875% senior subordinated notes		0
Repayment of Term Loan B due 2016		0
Payment of financing-related costs and expenses and debt issuance discounts	0	0
Repayments of other long-term debt	0	0
Purchase and retirement of common stock upon vesting of RSUs	0	0
Repayments under Revolving Credit Facility, net		0
Proceeds from issuance of 15% Unsecured Term Loan due 2017		0
Repayment of 15% Unsecured Term Loan due 2017	0	0
Proceeds from issuance of Term Loan Facility due 2017		0
Repayment of Term Loan Facility due 2017	0
Repayment of 8.875% senior second lien notes due 2018	0
Borrowings under ABL Facility due 2017	0	0
Repayments under ABL Facility due 2017	0	0
Intercompany advances	0	0
Net cash provided by financing activities	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net (decrease) increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

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Discontinued Operations

6 Months Ended

Jun. 28, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

On September 28, 2013, the Company completed the sale of Custom Envelope. The Company received total net cash proceeds of approximately $47.0 million, of which $1.2 million was received in the second quarter of 2014. This resulted in the recognition of a total after-tax gain of $16.5 million, of which $14.9 million was recognized in the year ended 2013. The operating results of Custom Envelope are reported in discontinued operations in the Company's financial statements for all periods presented herein.

During the second quarter of 2013, the Company decided to exit the San Francisco market and closed a manufacturing facility within its print segment. The operating results of this manufacturing facility are reported in discontinued operations in the Company's financial statements for all periods presented herein.

The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's condensed consolidated balance sheets as of June 28, 2014, and December 28, 2013 (in thousands):

	June 28, 2014			December 28, 2013
Accounts receivable, net	$	—		$	9
Prepaid and other current assets	77			123
Assets of discontinued operations - current	77			132
Property, plant and equipment, net	—			33
Assets of discontinued operations - long-term	—			33
Accrued compensation and related liabilities	90			627
Other current liabilities	57			1,386
Liabilities of discontinued operations - current	147			2,013
Net assets	$	(70	)	$	(1,848	)

The following table summarizes certain statement of operations information for discontinued operations (in thousands, except per share data):

	For the Three Months Ended					For the Six Months Ended
	June 28, 2014			June 29, 2013		June 28, 2014		June 29, 2013
Net sales	$	—		$	12,716	$	—	$	26,444
(Loss) income from discontinued operations before income taxes	(82		)	1,201		94		3,436
Income tax (benefit) expense on discontinued operations	(32		)	1,088		36		1,978
Gain on sale of discontinued operations (1)	714			—		1,559		—
Income from discontinued operations, net of taxes	$	664		$	113	$	1,617	$	1,458
Income per share - basic	$	0.01		$	—	$	0.02	$	0.02
Income per share - diluted	$	0.01		$	—	$	0.02	$	0.02

 __________________________

(1) The gain on the sale of discontinued operations is shown net of taxes of $0.5 million for the three months ended June 28, 2014, and $1.0 million for the six months ended June 28, 2014.

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Income Statement [Abstract]
Net sales	$ 479,410	$ 406,540	$ 969,529	$ 825,154
Cost of sales	399,436	337,135	814,593	689,037
Selling, general and administrative expenses	55,840	47,333	111,334	95,678
Amortization of intangible assets	3,449	2,506	6,898	5,013
Restructuring and other charges	7,338	2,724	13,285	6,906
Operating income	13,347	16,842	23,419	28,520
Interest expense, net	26,666	28,235	54,576	57,810
Loss on early extinguishment of debt, net	26,480	7,720	26,498	7,847
Other expense (income), net	212	(2,291)	(297)	(1,995)
Loss from continuing operations before income taxes	(40,011)	(16,822)	(57,358)	(35,142)
Income tax (benefit) expense	(710)	2,174	(1,270)	4,344
Loss from continuing operations	(39,301)	(18,996)	(56,088)	(39,486)
Income from discontinued operations, net of taxes	664	113	1,617	1,458
Net loss	(38,637)	(18,883)	(54,471)	(38,028)
Other comprehensive income (loss):
Changes in pension and other employee benefit accounts, net of taxes	480	0	960	0
Currency translation adjustment	645	(2,329)	733	(3,108)
Comprehensive loss	$ (37,512)	$ (21,212)	$ (52,778)	$ (41,136)
(Loss) income per share – basic:
Continuing operations per share - basic	$ (0.59)	$ (0.30)	$ (0.84)	$ (0.62)
Discontinued operations per share - basic	$ 0.01	$ 0.00	$ 0.02	$ 0.02
Net loss per share - basic	$ (0.58)	$ (0.30)	$ (0.82)	$ (0.60)
(Loss) income per share – diluted:
Continuing operations per share - diluted	$ (0.59)	$ (0.30)	$ (0.84)	$ (0.62)
Discontinued operations per share - diluted	$ 0.01	$ 0.00	$ 0.02	$ 0.02
Net loss per share - diluted	$ (0.58)	$ (0.30)	$ (0.82)	$ (0.60)
Weighted average shares outstanding:
Basic shares	66,496	63,922	66,416	63,881
Diluted shares	66,496	63,922	66,416	63,881

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 28, 2014

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in the balances of each component of AOCI, net of tax (in thousands):

		Foreign Currency Translation			Pension and Other Postretirement Benefits			Total
Balance as of December 28, 2013		$	(1,584	)	$	(38,716	)	$	(40,300	)
	Other comprehensive income before reclassifications	733			—			733
	Amounts reclassified from AOCI	—			960			960
	Other comprehensive income	733			960			1,693
Balance as of June 28, 2014		$	(851	)	$	(37,756	)	$	(38,607	)

Reclassifications from AOCI

AOCI Components (in thousands)		Amounts Reclassified from AOCI					Amounts Reclassified from AOCI					Income Statement Line Item
		For the Three Months Ended					For the Six Months Ended
		June 28, 2014			June 29, 2013		June 28, 2014			June 29, 2013
Changes in pension and other employee benefit accounts:
	Net actuarial losses (1)	$	794		$	—	$	1,587		$	—	Selling, general and administrative expenses
		794			—		1,587			—		Total before tax
Taxes		(314		)	—		(627		)	—		Income tax (benefit) expense
Total reclassifications for the period		$	480		$	—	$	960		$	—	Net of tax

 __________________________

(1) In the first quarter of 2014, the Company began to reclassify the amortization of net actuarial losses from AOCI on a quarterly basis. Previously, these amounts were reclassified on an annual basis.

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Document and Entity Information	6 Months Ended
	Jun. 28, 2014	Aug. 06, 2014
Document And Entity Information [Abstract]
Entity Registrant Name	CENVEO, INC
Entity Central Index Key	0000920321
Current Fiscal Year End Date	--12-27
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 28, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		67,645,510

XML

Income (Loss) Per Share

6 Months Ended

Jun. 28, 2014

Earnings Per Share [Abstract]

Income (Loss) per Share

Income (Loss) per Share

Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if the stock options, RSUs and, when applicable, performance share units ("PSUs," and collectively with the stock options and RSUs, the "Equity Awards") to issue common stock were exercised. The second approach, the if converted method, reflects the potential dilution of the Equity Awards and the 7% Notes being exchanged for common stock. Under this method, interest expense associated with the 7% Notes, net of tax, is added back to income from continuing operations and the shares outstanding are increased by the underlying 7% Notes equivalent.

For the six months ended June 28, 2014, and June 29, 2013, the effect of approximately 21.0 million and 24.7 million shares, respectively, related to the exchange of the 7% Notes for common stock and the issuance of common stock upon exercise of the Equity Awards, were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive.

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

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Numerator for basic and diluted loss per share:
Loss from continuing operations	$	(39,301	)	$	(18,996	)	$	(56,088	)	$	(39,486	)
Income from discontinued operations, net of taxes	664			113			1,617			1,458
Net loss	$	(38,637	)	$	(18,883	)	$	(54,471	)	$	(38,028	)
Denominator for weighted average common shares outstanding:
Basic shares	66,496			63,922			66,416			63,881
Dilutive effect of 7% notes	—			—			—			—
Dilutive effect of Equity Awards	—			—			—			—
Diluted shares	66,496			63,922			66,416			63,881
(Loss) income per share – basic:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)
(Loss) income per share – diluted:
Continuing operations	$	(0.59	)	$	(0.30	)	$	(0.84	)	$	(0.62	)
Discontinued operations	0.01			—			0.02			0.02
Net loss	$	(0.58	)	$	(0.30	)	$	(0.82	)	$	(0.60	)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013
Cash flows from operating activities: [Abstract]
Net loss	$ (54,471)	$ (38,028)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Gain on sale of discontinued operations, net of taxes	(1,559)	0
Income from discontinued operations, net of taxes	(58)	(1,458)
Depreciation and amortization, excluding non-cash interest expense	32,860	30,235
Non-cash interest expense, net	5,006	5,143
Deferred income taxes	(1,121)	4,332
Loss (gain) on sale of assets	4	(226)
Non-cash restructuring and other charges, net	4,821	783
Loss on early extinguishment of debt	26,498	7,847
Stock-based compensation provision	1,672	1,977
Gain on insurance claim	0	2,670
Other non-cash charges	2,346	2,472
Changes in operating assets and liabilities, excluding the effects of acquired businesses:
Accounts receivable	2,483	12,116
Inventories	(530)	(15,161)
Accounts payable and accrued compensation and related liabilities	(8,369)	5,930
Other working capital changes	(22,252)	2,972
Other, net	(12,757)	(10,526)
Net cash (used in) provided by operating activities of continuing operations	(25,427)	5,738
Net cash (used in) provided by operating activities of discontinued operations	(1,687)	3,608
Net cash (used in) provided by operating activities	(27,114)	9,346
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	0	(5,145)
Capital expenditures	(16,777)	(15,615)
Purchase of investment	(2,000)	(1,650)
Proceeds from insurance claim	0	3,036
Proceeds from sale of property, plant and equipment	320	7,561
Net cash used in investing activities of continuing operations	(18,457)	(11,813)
Net cash provided by (used in) investing activities of discontinued operations	2,196	(115)
Net cash used in investing activities	(16,261)	(11,928)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	540,000	0
Proceeds from issuance of 8.500% junior secured priority notes due 2022	250,000	0
Repayment of 7.875% senior subordinated notes	0	(67,848)
Repayment of Term Loan B due 2016	0	(389,105)
Payment of financing-related costs and expenses and debt issuance discounts	(35,017)	(13,884)
Repayments of other long-term debt	(2,967)	(2,413)
Purchase and retirement of common stock upon vesting of RSUs	(562)	(363)
Repayments under Revolving Credit Facility, net	0	(18,000)
Proceeds from issuance of 15% Unsecured Term Loan due 2017	0	50,000
Repayment of 15% Unsecured Term Loan due 2017	(10,000)	(15,000)
Proceeds from issuance of Term Loan Facility due 2017	0	360,000
Repayment of Term Loan Facility due 2017	(329,100)	0
Repayment of 8.875% senior second lien notes due 2018	(400,000)	0
Borrowings under ABL Facility due 2017	287,900	266,700
Repayments under ABL Facility due 2017	(258,900)	(163,900)
Net cash provided by financing activities	41,354	6,187
Effect of exchange rate changes on cash and cash equivalents	20	161
Net (decrease) increase in cash and cash equivalents	(2,001)	3,766
Cash and cash equivalents at beginning of period	11,329	8,110
Cash and cash equivalents at end of period	$ 9,328	$ 11,876

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Commitments and Contingencies

6 Months Ended

Jun. 28, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

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

The Company is involved in certain environmental matters and has been designated as a potentially responsible party for certain hazardous waste sites. There have been no material changes related to these environmental matters and, based on information currently available, the Company believes that remediation of these environmental matters will not have a material effect on the Company’s financial statements.

The Company’s income, sales and use and other tax returns are routinely subject to audit by various authorities. The Company believes that the resolution of any matters raised during such audits will not have a material effect on the Company’s financial statements.

The Company participates in a number of multi-employer pension plans for union employees ("Multi-Employer Plans") and is exposed to significant risks and uncertainties arising from its participation in these Multi-Employer Plans. These risks and uncertainties, including changes in future contributions due to partial or full withdrawal of the Company and other participating employers from these Multi-Employer Plans, could significantly increase the Company’s future contributions or the underfunded status of these Multi-Employer Plans. Two of the Multi-Employer Plans are in mass withdrawal status. While it is not possible to quantify the potential impact of future actions of the Company or other participating employers from these Multi-Employer Plans, continued participation in or withdrawal from these multi-employer pension plans could have a material effect on the Company’s financial statements.

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Long-Term Debt

6 Months Ended

Jun. 28, 2014

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

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

	June 28, 2014			December 28, 2013
ABL Facility, due 2017	$	150,400		$	121,400
8.500% junior priority secured notes due 2022 ($250.0 million and $0 outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	247,246			—
6.000% senior priority secured notes due 2019 ($540.0 million and $0 outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	534,057			—
8.875% senior second lien notes due 2018 ($0 and $400.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			398,326
Term Loan Facility due 2017 ($0 and $329.1 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			326,013
15% Unsecured Term Loan due 2017 ($0 and $10.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			9,500
11.5% senior notes due 2017 ($225.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013)	219,831			219,068
7% senior exchangeable notes due 2017	86,250			86,250
Other debt including capital leases	22,001			24,968
	1,259,785			1,185,525
Less current maturities	(7,001		)	(9,174		)
Long-term debt	$	1,252,784		$	1,176,351

The estimated fair value of the Company’s long-term debt was approximately $1.3 billion and $1.2 billion as of June 28, 2014, and December 28, 2013, respectively. The fair value was determined by the Company to be Level 2 under the fair value hierarchy, and was based upon review of observable pricing in secondary markets for each debt instrument.

As of June 28, 2014, the Company was in compliance with all covenants under its long-term debt.

6.000% Senior Priority Secured Notes

On June 26, 2014, the Company's wholly-owned subsidiary, Cenveo Corporation (the "Subsidiary Issuer") issued $540.0 million aggregate principal amount of 6.000% senior priority secured notes due 2019 (the "6.000% Notes"), which were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act of 1933.  The 6.000% Notes were issued at par, pursuant to an indenture (the "6.000% Indenture") among the Subsidiary Issuer, Cenveo, Inc. and the other guarantors party thereto, and The Bank of New York Mellon, as trustee and collateral agent. The Subsidiary Issuer will pay interest on the 6.000% Notes semi-annually, in cash in arrears, on February 1 and August 1 of each year, commencing on August 1, 2014. The 6.000% Notes have no required principal payments prior to their maturity on August 1, 2019.  The 6.000% Notes are guaranteed on a senior secured basis by Cenveo, Inc. and substantially all of its existing and future North American subsidiaries (other than the Subsidiary Issuer). As such, the 6.000% Notes rank pari passu with all of the Subsidiary Issuer's existing and future senior debt, and senior to any of the Subsidiary Issuer's subordinated debt and effectively junior to the Subsidiary Issuer's obligations under the ABL Facility. The Subsidiary Issuer may redeem the 6.000% Notes, in whole or in part, on or after February 1, 2019, at a redemption price of 100.0% plus accrued and unpaid interest. In addition, at any time between August 1, 2017, and February 1, 2019, the Subsidiary Issuer may redeem in whole or in part the remaining aggregate principal amount of the notes originally issued at a redemption price of 100% plus accrued and unpaid interest and a "make-whole" premium of not less than 1%. At any time prior to August 1, 2017, the Subsidiary Issuer may redeem up to 35% of the aggregate principal amount of the notes originally issued with the net cash proceeds of certain public equity offerings, at a redemption price of 106.0% plus accrued and unpaid interest. Each holder of the 6.000% Notes has the right to require the Subsidiary Issuer to repurchase such holder's notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest thereon, upon the occurrence of certain events specified in the indenture that constitute a change of control. The 6.000% Indenture contains a number of covenants which, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of the Subsidiary Issuer and the Company's other subsidiaries, to incur or guarantee additional indebtedness, make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock), permit restricted subsidiaries to pay dividends or make other distributions or payments, dispose of assets, make investments, grant liens on assets, merge or consolidate or transfer certain assets, and enter into transactions with affiliates. The 6.000% Indenture also contains certain customary affirmative covenants and events of default.

8.500% Junior Priority Secured Notes

Concurrently with the issuance of the 6.000% Notes on June 26, 2014, the Subsidiary Issuer issued $250.0 million aggregate principal amount of 8.500% junior priority secured notes due 2022 (the "8.500% Notes") which were sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933.  The 8.500% Notes were issued at par, pursuant to an indenture (the "8.500% Indenture") among the Subsidiary Issuer, Cenveo, Inc. and the other guarantors party thereto, and The Bank of New York Mellon, as trustee and collateral agent. The Subsidiary Issuer will pay interest on the 8.500% Notes semi-annually, in cash in arrears, on March 15 and September 15 of each year, commencing September 15, 2014. The 8.500% Notes have no required principal payments prior to their maturity on September 15, 2022.  The 8.500% Notes are guaranteed on a junior secured basis by Cenveo, Inc. and substantially all of its existing and future North American subsidiaries (other than the Subsidiary Issuer). As such, the 8.500% Notes rank junior to any senior secured obligations of the Subsidiary Issuer, senior to any existing and future unsecured obligations of the Subsidiary Issuer, and senior to all existing and future obligations of the Subsidiary Issuer that are expressly subordinated to the 8.500% Notes. The Subsidiary Issuer may redeem the 8.500% Notes, in whole or in part, on or after September 15, 2017, September 15, 2018, September 15, 2019, or September 15, 2020, at redemption prices of 106.375%, 104.250%, 102.125% and 100.00%, respectively, plus accrued and unpaid interest. At any time prior to September 15, 2017, the Subsidiary Issuer may redeem up to 35% of the aggregate principal amount of the notes originally issued with the net cash proceeds of certain public equity offerings, at a redemption price of 108.5% plus accrued and unpaid interest. Each holder of the 8.500% Notes has the right to require the Subsidiary Issuer to repurchase such holder's notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest thereon, upon the occurrence of certain events specified in the indenture that constitute a change of control. The 8.500% Indenture contains a number of covenants which, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of the Subsidiary Issuer and the Company's other subsidiaries, to incur or guarantee additional indebtedness, make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock), permit restricted subsidiaries to pay dividends or make other distributions or payments, dispose of assets, make investments, grant liens on assets, merge or consolidate or transfer certain assets, and enter into transactions with affiliates. The 8.500% Indenture also contains certain customary affirmative covenants and events of default.

Net proceeds of the 6.000% Notes and 8.500% Notes were used to: (i) refinance the $360 million secured term loan facility (the "Term Loan Facility"), which at the time had a remaining principal balance of $327.3 million; (ii) refinance the 8.875% senior second lien notes due 2018 (the "8.875% Notes"), which at the time had a remaining principal balance of $400.0 million; and (iii) pay related fees, expenses and accrued interest. In connection with the issuance of the 6.000% Notes and the 8.500% Notes, the Company capitalized debt issuance costs of $14.7 million and $7.1 million, respectively, all of which will be amortized over the life of the 6.000% Notes and the 8.500% Notes.

A portion of the refinancing was accounted for as a modification of debt. As a result, the Company will continue to amortize a portion of the unamortized debt issuance costs on the 8.875% Notes and Term Loan Facility. The modification resulted in the recording of a discount of $5.9 million on the 6.000% Notes and $2.8 million on the 8.500% Notes, all of which is unamortized as of June 28, 2014.

Amendment to Term Loan Facility

In February 2014, the Company entered into an amendment to adjust, among other things, its covenant requirements under its Term Loan Facility. This amendment eliminated the maximum consolidated leverage ratio and replaced it with a maximum consolidated first lien leverage ratio, providing the Company additional financial flexibility. In connection with this amendment, the Company capitalized $1.5 million related to original issuance discount.

Extinguishments

In the second quarter of 2014, the Company extinguished its Term Loan Facility and its 8.875% Notes. In connection with this extinguishment, the Company recorded a loss on early extinguishment of debt of approximately $9.0 million, of which $5.8 million related to the write-off of unamortized debt issuance costs, and $3.2 million related to the write-off of original issuance discount. Additionally, in connection with the issuance of the 6.000% Notes and 8.500% Notes in the second quarter of 2014, the Company expensed debt issuance costs of $16.5 million, of which $1.6 million related to fees paid to third parties. The Company also used cash on hand of $9.4 million to repay in full the remaining principal balance on the unsecured $50.0 million aggregate principal amount term loan due 2017 (the "Unsecured Term Loan"). In connection with the extinguishment of the Unsecured Term Loan, the Company recorded a loss on early extinguishment of debt of approximately $1.0 million, of which $0.6 million related to the write-off of unamortized debt issuance costs, and $0.4 million related to the write-off of original issuance discount.

During the six months ended June 29, 2013, the Company extinguished $15.0 million of its Unsecured Term Loan. In connection with the extinguishment, the Company recorded a loss on early extinguishment of debt of approximately $1.3 million, of which $0.7 million related to the write-off of unamortized debt issuance costs and $0.6 million related to the write-off of original issuance discount.

In the second quarter of 2013, and in connection with the refinancing of its term loan and revolving credit facilities, the Company recorded a loss on early extinguishment of debt of approximately $6.4 million, of which $4.1 million related to consent fees paid to consenting lenders, $2.1 million related to the write-off of unamortized debt issuance costs and $0.2 million related to the write-off of original issuance discount.

In the first quarter of 2013, the Company extinguished all of its 7.875% senior subordinated notes due 2013 ("7.875% Notes"). In connection with the extinguishment, the Company recorded a loss on early extinguishment of debt of approximately$0.1 million,all of which relates to the write-off of unamortized debt issuance costs.

Subsequent Event

During the third quarter of 2014, the Company exchanged $3.0 million of its 7% senior exchangeable notes due 2017 (the "7% Notes") for approximately one million shares of the Company's common stock. Subsequent to the exchange, the 7% Notes had an outstanding principal balance of $83.3 million.

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Discontinued Operations (Tables)

6 Months Ended

Jun. 28, 2014

Discontinued Operations and Disposal Groups [Abstract]

Schedule of discontinued operations

The following table shows the components of assets and liabilities that are classified as discontinued operations in the Company's condensed consolidated balance sheets as of June 28, 2014, and December 28, 2013 (in thousands):

	June 28, 2014			December 28, 2013
Accounts receivable, net	$	—		$	9
Prepaid and other current assets	77			123
Assets of discontinued operations - current	77			132
Property, plant and equipment, net	—			33
Assets of discontinued operations - long-term	—			33
Accrued compensation and related liabilities	90			627
Other current liabilities	57			1,386
Liabilities of discontinued operations - current	147			2,013
Net assets	$	(70	)	$	(1,848	)

The following table summarizes certain statement of operations information for discontinued operations (in thousands, except per share data):

	For the Three Months Ended					For the Six Months Ended
	June 28, 2014			June 29, 2013		June 28, 2014		June 29, 2013
Net sales	$	—		$	12,716	$	—	$	26,444
(Loss) income from discontinued operations before income taxes	(82		)	1,201		94		3,436
Income tax (benefit) expense on discontinued operations	(32		)	1,088		36		1,978
Gain on sale of discontinued operations (1)	714			—		1,559		—
Income from discontinued operations, net of taxes	$	664		$	113	$	1,617	$	1,458
Income per share - basic	$	0.01		$	—	$	0.02	$	0.02
Income per share - diluted	$	0.01		$	—	$	0.02	$	0.02

 __________________________

(1) The gain on the sale of discontinued operations is shown net of taxes of $0.5 million for the three months ended June 28, 2014, and $1.0 million for the six months ended June 28, 2014.

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Segment Information

6 Months Ended

Jun. 28, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company operates four operating segments: envelope, print, label and packaging. Based upon similar economic characteristics and management reporting, the Company has aggregated the label and packaging operating segments to have a total of three reportable segments: envelope, print and label and packaging. The envelope segment provides direct mail offerings and transactional and stock envelopes. The print segment provides a wide array of print offerings such as high-end printed materials including car brochures, advertising literature, corporate identity and brand marketing material, digital printing and content management. The label and packaging segment specializes in the design, manufacturing and printing of labels such as custom labels, overnight packaging labels, pressure-sensitive prescription labels, full body shrink sleeves, and specialized folded carton packaging.

Operating income (loss) of each segment includes all costs and expenses directly related to the segment's operations. Corporate expenses include corporate general and administrative expenses including stock-based compensation.

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

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

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net sales:
Envelope	$	229,593		$	161,304		$	471,264		$	327,757
Print	124,986			121,554			253,383			248,799
Label and Packaging	124,831			123,682			244,882			248,598
Total	$	479,410		$	406,540		$	969,529		$	825,154
Operating income (loss):
Envelope	$	9,332		$	10,125		$	19,138		$	19,135
Print	4,741			2,018			5,981			3,025
Label and Packaging	11,048			12,908			21,241			24,452
Corporate	(11,774		)	(8,209		)	(22,941		)	(18,092		)
Total	$	13,347		$	16,842		$	23,419		$	28,520
Restructuring and other charges:
Envelope	$	5,618		$	1,535		$	8,635		$	2,675
Print	598			1,162			2,604			2,143
Label and Packaging	336			(73		)	627			202
Corporate	786			100			1,419			1,886
Total	$	7,338		$	2,724		$	13,285		$	6,906
Depreciation and intangible asset amortization:
Envelope	$	5,134		$	3,376		$	10,288		$	7,250
Print	6,052			5,283			11,752			11,148
Label and Packaging	4,413			4,515			8,290			9,101
Corporate	1,200			1,423			2,530			2,736
Total	$	16,799		$	14,597		$	32,860		$	30,235
Net sales by product line:
Envelope	$	229,593		$	161,304		$	471,264		$	327,757
Print	124,986			121,554			253,383			248,799
Label	82,475			82,133			161,161			167,517
Packaging	42,356			41,549			83,721			81,081
Total	$	479,410		$	406,540		$	969,529		$	825,154
Intercompany sales:
Envelope	$	1,227		$	1,054		$	2,759		$	1,989
Print	6,525			1,865			7,712			2,688
Label and Packaging	1,946			2,094			4,123			3,693
Total	$	9,698		$	5,013		$	14,594		$	8,370

	June 28, 2014		December 28, 2013
Total assets:
Envelope	$	459,960	$	472,334
Print	299,291		320,720
Label and Packaging	373,994		356,183
Corporate	69,367		64,467
Total	$	1,202,612	$	1,213,704

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Stock-Based Compensation

6 Months Ended

Jun. 28, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Total stock-based compensation expense recognized in selling, general and administrative expenses in the Company’s statements of operations was $0.8 million and $1.0 million for the three months ended June 28, 2014, and June 29, 2013, respectively and $1.7 million and $2.0 million for the six months ended June 28, 2014, and June 29, 2013, respectively.

As of June 28, 2014, there was approximately $1.5 million of total unrecognized compensation cost related to unvested stock-based compensation grants, which is expected to be amortized over a weighted average period of 1.6 years.

Stock Options

A summary of the Company’s outstanding stock options as of and for the six months ended June 28, 2014, is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 28, 2013	1,778,000		$	5.23	2.4	$	259
Granted	—		—
Exercised	—		—			$	—
Forfeited/expired	(75,000	)	5.57
Outstanding at June 28, 2014	1,703,000		$	5.21	2.0	$	300
Exercisable at June 28, 2014	1,476,500		$	5.46	1.7	$	75

RSUs

A summary of the Company’s non-vested restricted share units ("RSUs") as of and for the six months ended June 28, 2014, is as follows:

	RSUs		Weighted Average Grant Date Fair Value
Non-vested at December 28, 2013	980,750		$	3.91
Granted	88,236		3.06
Vested	(529,250	)	4.44
Forfeited	(625	)	5.62
Non-vested at June 28, 2014	539,111		$	3.24

On May 1, 2014, 88,236 RSUs were issued to certain members of the Company's Board of Directors. The RSUs vest one year from the date of issuance. The fair value of these awards was determined based on the Company's stock price on the date of issuance.

The total fair value of RSUs which vested during the three and six months ended June 28, 2014, was $1.1 million and $1.7 million, respectively.

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Accumulated Other Comprehensive Income (Loss) (Changes in AOCI Components) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 28, 2014
Accumulated Other Comprehensive Income Loss [Roll Forward]
Accumulated Other Comprehensive Loss, Beginning balance	$ (40,300)
Other comprehensive income before reclassifications	733
Amounts reclassified from AOCI	960
Other comprehensive income	1,693
Accumulated Other Comprehensive Loss, Ending balance	(38,607)
Foreign Currency Translation [Member]
Accumulated Other Comprehensive Income Loss [Roll Forward]
Accumulated Other Comprehensive Loss, Beginning balance	(1,584)
Other comprehensive income before reclassifications	733
Amounts reclassified from AOCI	0
Other comprehensive income	733
Accumulated Other Comprehensive Loss, Ending balance	(851)
Pension and Other Postretirement Benefits [Member]
Accumulated Other Comprehensive Income Loss [Roll Forward]
Accumulated Other Comprehensive Loss, Beginning balance	(38,716)
Other comprehensive income before reclassifications	0
Amounts reclassified from AOCI	960
Other comprehensive income	960
Accumulated Other Comprehensive Loss, Ending balance	$ (37,756)

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Fair Value Measurements

6 Months Ended

Jun. 28, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Certain assets and liabilities of the Company are required to be recorded at fair value on either a recurring or nonrecurring basis. Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. There were no assets or liabilities recorded at fair value on a recurring or nonrecurring basis as of June 28, 2014, and June 29, 2013.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, net, long-term debt and accounts payable. The carrying values of cash and cash equivalents, accounts receivable, net, current maturities of long-term debt and accounts payable are reasonable estimates of their fair values as of June 28, 2014, and December 28, 2013, due to the short-term nature of these instruments. See Note 7 for fair value of the Company’s long-term debt. Additionally, the Company records the assets acquired and liabilities assumed in its acquisitions (Note 2) at fair value.

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Retirement Plans

6 Months Ended

Jun. 28, 2014

Compensation and Retirement Disclosure [Abstract]

Retirement Plans

Retirement Plans

The components of the net periodic (benefit) expense for the Company’s pension plans, supplemental executive retirement plans ("SERP") and other postretirement benefit plans ("OPEB") are as follows (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Service cost	$	—		$	—		$	1		$	—
Interest cost	3,707			3,421			7,413			6,842
Expected return on plan assets	(5,206		)	(4,618		)	(10,412		)	(9,236		)
Net amortization and deferral	—			(2		)	—			(4		)
Recognized net actuarial loss	794			1,992			1,587			3,984
Net periodic (benefit) expense	$	(705	)	$	793		$	(1,411	)	$	1,586

Interest cost on projected benefit obligation includes $0.2 million related to the Company’s SERP and OPEB plans in each of the three month periods ended June 28, 2014, and June 29, 2013, and $0.4 million in each of the six month periods ended June 28, 2014, and June 29, 2013.

For the six months ended June 28, 2014, the Company made total contributions of $6.9 million to its pension, SERP and OPEB plans. The Company expects to contribute approximately $11.2 million to its pension, SERP and OPEB plans for the remainder of 2014.

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Restructuring and Other Charges

6 Months Ended

Jun. 28, 2014

Restructuring and Related Activities [Abstract]

Restructuring and Other Charges

Restructuring and Other Charges

The Company currently has three active cost savings, restructuring and integration plans: (i) two plans related to the implementation of cost savings initiatives focused on overhead cost eliminations, including headcount reductions, and the potential closure of certain manufacturing facilities (the "2014 Plan" and the "2013 Plan"); and (ii) the plan related to the integration of certain assets of National into existing envelope operations (the "National Plan").

2014 Plan

During the first quarter of 2014, the Company began implementing the 2014 Plan, which primarily focuses on overhead cost eliminations, including headcount reductions, and the potential closure of certain manufacturing facilities. The Company expects to be substantially complete with the 2014 Plan during the 2015 fiscal year.

2013 Plan

During the first quarter of 2013, the Company began implementing the 2013 Plan, which primarily focuses on overhead cost eliminations, including headcount reductions, and the potential closure of certain manufacturing facilities. The Company expects to be substantially complete with the 2013 Plan during the 2014 fiscal year.

Acquisition Integration Plans

Upon the completion of the acquisition of certain assets of National, the Company developed and began implementing the National Plan. Since the date of acquisition, activities related to the National Plan included the closure and consolidation of three envelope facilities into one facility. Additionally, the Company is in the midst of consolidating six additional envelope facilities into three facilities. The Company expects the National Plan to be completed during 2014.

Upon the completion of the Envelope Product Group ("EPG") acquisition, the Company developed and implemented its plan to integrate EPG into its existing envelope operations (the "EPG Plan"). Since the date of acquisition, activities related to the EPG Plan have included the closure and consolidation of five manufacturing facilities into the Company's existing operations and the elimination of duplicative headcount. The Company has substantially completed the EPG Plan.

2012 Plan

In 2012, the Company announced the closure and consolidation of a print plant and an envelope plant into its existing print operations. Additionally, the Company began implementing a cost savings initiative (the "2012 Plan"), which primarily focused on the Company's print and envelope segments and corporate expenses. This initiative focused on the consolidation of office and warehouse space and other overhead cost elimination plans, including headcount reductions.

Residual Plans

The Company currently has certain residual cost savings, restructuring and integration plans (the "Residual Plans"). As a result of these cost savings actions over the last eight years, the Company has closed or consolidated a significant amount of manufacturing facilities and has had a significant number of headcount reductions.

The Company does not anticipate any significant future expenses related to either the 2012 Plan or the Residual Plans.

The following tables present the details of the expenses recognized as a result of these plans.

2014 Activity

Restructuring and other charges for the three months ended June 28, 2014 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses			Lease Termination Expenses		Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2014 Plan	$	81		$	—		$	—		$	—	$	—	$	—	$	81
	2012 Plan	—			—			—			—		—		1		1
	Residual Plans	—			—			—			—		34		38		72
	Acquisition Integration Plans	1,632			1,613			982			214		—		1,023		5,464
Total Envelope		1,713			1,613			982			214		34		1,062		5,618
Print
	2014 Plan	145			—			—			—		—		101		246
	2013 Plan	(89		)	(19		)	—			74		—		102		68
	2012 Plan	—			—			—			5		3		—		8
	Residual Plans	—			—			(1		)	136		119		22		276
Total Print		56			(19		)	(1		)	215		122		225		598
Label and Packaging
	2014 Plan	321			—			—			—		—		—		321
	2013 Plan	1			—			—			—		—		—		1
	Residual Plans	—			—			—			14		—		—		14
Total Label and Packaging		322			—			—			14		—		—		336
Corporate
	2014 Plan	769			—			—			—		—		17		786
Total Corporate		769			—			—			—		—		17		786
Total Restructuring and Other Charges		$	2,860		$	1,594		$	981		$	443	$	156	$	1,304	$	7,338

Restructuring and other charges for the six months ended June 28, 2014 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2014 Plan	$	81		$	—		$	—	$	—		$	—	$	—	$	81
	2013 Plan	(1		)	—			—		—			—		—		(1		)
	2012 Plan	—			—			—		(198		)	—		1		(197		)
	Residual Plans	—			—			—		—			66		54		120
	Acquisition Integration Plans	1,725			2,214			1,618		1,604			—		1,471		8,632
Total Envelope		1,805			2,214			1,618		1,406			66		1,526		8,635
Print
	2014 Plan	152			—			—		—			—		101		253
	2013 Plan	299			(41		)	—		207			—		394		859
	2012 Plan	—			—			—		9			732		—		741
	Residual Plans	—			—			—		76			106		569		751
Total Print		451			(41		)	—		292			838		1,064		2,604
Label and Packaging
	2014 Plan	572			—			—		—			—		—		572
	2013 Plan	27			—			—		—			—		—		27
	Residual Plans	—			—			—		28			—		—		28
Total Label and Packaging		599			—			—		28			—		—		627
Corporate
	2014 Plan	1,373			—			—		—			—		46		1,419
Total Corporate		1,373			—			—		—			—		46		1,419
Total Restructuring and Other Charges		$	4,228		$	2,173		$	1,618	$	1,726		$	904	$	2,636	$	13,285

2013 Activity

Restructuring and other charges for the three months ended June 29, 2013 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2013 Plan	$	37		$	—		$	—	$	—		$	—	$	20	$	57
	2012 Plan	(8		)	118			139		156			—		429		834
	Residual Plans	—			—			—		—			26		6		32
	Acquisition Integration Plans	(57		)	(130		)	506		29			—		264		612
Total Envelope		(28		)	(12		)	645		185			26		719		1,535
Print
	2013 Plan	434			—			—		90			—		14		538
	2012 Plan	(1		)	—			—		2			—		52		53
	Residual Plans	—			—			—		369			97		105		571
Total Print		433			—			—		461			97		171		1,162
Label and Packaging
	2013 Plan	104			—			—		—			—		8		112
	Residual Plans	—			—			—		(185		)	—		—		(185		)
Total Label and Packaging		104			—			—		(185		)	—		8		(73		)
Corporate
	2013 Plan	66			—			—		—			—		—		66
	Residual Plans	—			—			—		—			—		34		34
Total Corporate		66			—			—		—			—		34		100
Total Restructuring and Other Charges		$	575		$	(12	)	$	645	$	461		$	123	$	932	$	2,724

Restructuring and other charges for the six months ended June 29, 2013 were as follows (in thousands):

		Employee Separation Costs			Asset Charges Net of Gain on Sale			Equipment Moving Expenses		Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses		Building Clean-up & Other Expenses		Total
Envelope
	2013 Plan	$	79		$	—		$	10	$	—		$	—	$	20	$	109
	2012 Plan	(18		)	118			183		204			—		637		1,124
	Residual Plans	—			—			—		—			49		11		60
	Acquisition Integration Plans	461			(130		)	709		3			—		339		1,382
Total Envelope		522			(12		)	902		207			49		1,007		2,675
Print
	2013 Plan	1,140			—			—		90			—		14		1,244
	2012 Plan	(74		)	147			39		4			—		56		172
	Residual Plans	—			—			10		421			153		143		727
Total Print		1,066			147			49		515			153		213		2,143
Label and Packaging
	2013 Plan	355			—			—		—			—		12		367
	Residual Plans	(4		)	—			—		(161		)	—		—		(165		)
Total Label and Packaging		351			—			—		(161		)	—		12		202
Corporate
	2013 Plan	1,791			—			—		—			—		21		1,812
	Residual Plans	23			—			—		—			—		51		74
Total Corporate		1,814			—			—		—			—		72		1,886
Total Restructuring and Other Charges		$	3,753		$	135		$	951	$	561		$	202	$	1,304	$	6,906

A summary of the activity related to the restructuring liabilities for all the cost savings, restructuring and integration initiatives were as follows (in thousands):

	Employee Separation Costs			Lease Termination Expenses			Multi-Employer Pension Withdrawal Expenses			Building Clean-up, Equipment Moving and Other Expenses			Total
2014 Plan
Balance as of December 28, 2013	$	—		$	—		$	—		$	—		$	—
Accruals, net	2,178			—			—			147			2,325
Payments	(2,005		)	—			—			(147		)	(2,152		)
Balance as of June 28, 2014	$	173		$	—		$	—		$	—		$	173
2013 Plan
Balance as of December 28, 2013	$	837		$	56		$	—		$	—		$	893
Accruals, net	325			207			—			394			926
Payments	(929		)	(125		)	—			(394		)	(1,448		)
Balance as of June 28, 2014	$	233		$	138		$	—		$	—		$	371
2012 Plan
Balance as of December 28, 2013	$	—		$	327		$	5,400		$	—		$	5,727
Accruals, net	—			(189		)	732			1			544
Payments	—			(62		)	(160		)	(1		)	(223		)
Balance as of June 28, 2014	$	—		$	76		$	5,972		$	—		$	6,048
Residual Plans
Balance as of December 28, 2013	$	—		$	1,017		$	15,155		$	—		$	16,172
Accruals, net	—			104			172			623			899
Payments	—			(149		)	(1,256		)	(623		)	(2,028		)
Balance as of June 28, 2014	$	—		$	972		$	14,071		$	—		$	15,043
Acquisition Integration Plans
Balance as of December 28, 2013	$	155		$	2,503		$	—		$	—		$	2,658
Accruals, net	1,725			1,604			—			3,089			6,418
Payments	(1,227		)	(986		)	—			(3,089		)	(5,302		)
Balance as of June 28, 2014	$	653		$	3,121		$	—		$	—		$	3,774
Total Restructuring Liability	$	1,059		$	4,307		$	20,043		$	—		$	25,409

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended		9 Months Ended
	Jun. 28, 2014	Dec. 28, 2013 reportable_segment	Jun. 29, 2013	Jun. 28, 2014 operating_segment reportable_segment	Jun. 29, 2013	Sep. 28, 2013 reportable_segment
Segment Information [Line Items]
Number of operating segments (operating segment)				4
Number of reportable segments (reportable segment)		3		3		2
Net sales	$ 479,410		$ 406,540	$ 969,529	$ 825,154
Operating income (loss)	13,347		16,842	23,419	28,520
Restructuring and other charges	7,338		2,724	13,285	6,906
Depreciation and intangible asset amortization:	16,799		14,597	32,860	30,235
Intercompany Sales	9,698		5,013	14,594	8,370
Total assets	1,202,612	1,213,704		1,202,612
Envelope [Member]
Segment Information [Line Items]
Net sales	229,593		161,304	471,264	327,757
Operating income (loss)	9,332		10,125	19,138	19,135
Restructuring and other charges	5,618		1,535	8,635	2,675
Depreciation and intangible asset amortization:	5,134		3,376	10,288	7,250
Intercompany Sales	1,227		1,054	2,759	1,989
Total assets	459,960	472,334		459,960
Print [Member]
Segment Information [Line Items]
Net sales	124,986		121,554	253,383	248,799
Operating income (loss)	4,741		2,018	5,981	3,025
Restructuring and other charges	598		1,162	2,604	2,143
Depreciation and intangible asset amortization:	6,052		5,283	11,752	11,148
Intercompany Sales	6,525		1,865	7,712	2,688
Total assets	299,291	320,720		299,291
Label and Packaging [Member]
Segment Information [Line Items]
Net sales	124,831		123,682	244,882	248,598
Operating income (loss)	11,048		12,908	21,241	24,452
Restructuring and other charges	336		(73)	627	202
Depreciation and intangible asset amortization:	4,413		4,515	8,290	9,101
Intercompany Sales	1,946		2,094	4,123	3,693
Total assets	373,994	356,183		373,994
Label [Member]
Segment Information [Line Items]
Net sales	82,475		82,133	161,161	167,517
Packaging [Member]
Segment Information [Line Items]
Net sales	42,356		41,549	83,721	81,081
Corporate [Member]
Segment Information [Line Items]
Operating income (loss)	(11,774)		(8,209)	(22,941)	(18,092)
Restructuring and other charges	786		100	1,419	1,886
Depreciation and intangible asset amortization:	1,200		1,423	2,530	2,736
Total assets	$ 69,367	$ 64,467		$ 69,367

XML

Condensed Consolidating Financial Information (Condensed Consolidating Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 28, 2014	Dec. 28, 2013	Jun. 29, 2013	Dec. 29, 2012
Current assets:
Cash and cash equivalents	$ 9,328	$ 11,329	$ 11,876	$ 8,110
Accounts receivable, net	278,583	281,586
Inventories	160,502	161,565
Notes receivable from subsidiaries	0	0
Prepaid and other current assets	60,633	55,353
Assets of discontinued operations - current	77	132
Total current assets	509,123	509,965
Investment in subsidiaries	0	0
Property, plant and equipment, net	292,806	304,907
Goodwill	186,579	186,436
Other intangible assets, net	161,954	168,749
Other assets, net	52,150	43,614
Assets of discontinued operations - long-term	0	33
Total assets	1,202,612	1,213,704
Current liabilities:
Current maturities of long-term debt	7,001	9,174
Accounts payable	232,301	244,228
Accrued compensation and related liabilities	35,262	32,139
Other current liabilities	72,070	81,198
Liabilities of discontinued operations - current	147	2,013
Intercompany payable (receivable)	0	0
Notes payable to issuer	0	0
Total current liabilities	346,781	368,752
Long-term debt	1,252,784	1,176,351
Other liabilities	151,695	165,581
Shareholders’ (deficit) equity	(548,648)	(496,980)
Total liabilities and shareholders’ deficit	1,202,612	1,213,704
Parent Company [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0
Inventories	0	0
Notes receivable from subsidiaries	0	0
Prepaid and other current assets	0	0
Assets of discontinued operations - current	0	0
Total current assets	0	0
Investment in subsidiaries	(548,648)	(496,980)
Property, plant and equipment, net	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Other assets, net	0	0
Assets of discontinued operations - long-term		0
Total assets	(548,648)	(496,980)
Current liabilities:
Current maturities of long-term debt	0	0
Accounts payable	0	0
Accrued compensation and related liabilities	0	0
Other current liabilities	0	0
Liabilities of discontinued operations - current	0	0
Intercompany payable (receivable)	0	0
Notes payable to issuer	0	0
Total current liabilities	0	0
Long-term debt	0	0
Other liabilities	0	0
Shareholders’ (deficit) equity	(548,648)	(496,980)
Total liabilities and shareholders’ deficit	(548,648)	(496,980)
Subsidiary Issuer [Member]
Current assets:
Cash and cash equivalents	7,352	9,504	10,036	5,763
Accounts receivable, net	122,733	128,214
Inventories	84,844	89,830
Notes receivable from subsidiaries	36,938	36,938
Prepaid and other current assets	52,278	46,050
Assets of discontinued operations - current	0	0
Total current assets	304,145	310,536
Investment in subsidiaries	1,903,678	1,865,003
Property, plant and equipment, net	127,246	134,326
Goodwill	25,540	25,540
Other intangible assets, net	9,627	9,930
Other assets, net	46,183	37,952
Assets of discontinued operations - long-term		0
Total assets	2,416,419	2,383,287
Current liabilities:
Current maturities of long-term debt	3,000	6,600
Accounts payable	131,371	148,678
Accrued compensation and related liabilities	26,785	20,684
Other current liabilities	53,095	60,845
Liabilities of discontinued operations - current	0	1,372
Intercompany payable (receivable)	1,382,926	1,341,397
Notes payable to issuer	0	0
Total current liabilities	1,597,177	1,579,576
Long-term debt	1,252,784	1,173,457
Other liabilities	115,106	127,234
Shareholders’ (deficit) equity	(548,648)	(496,980)
Total liabilities and shareholders’ deficit	2,416,419	2,383,287
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	236	0	64	286
Accounts receivable, net	154,750	152,091
Inventories	74,669	71,722
Notes receivable from subsidiaries	3,245	0
Prepaid and other current assets	5,867	6,813
Assets of discontinued operations - current	77	132
Total current assets	238,844	230,758
Investment in subsidiaries	3,378	5,385
Property, plant and equipment, net	164,916	169,770
Goodwill	155,548	155,561
Other intangible assets, net	151,288	157,621
Other assets, net	5,456	5,175
Assets of discontinued operations - long-term		33
Total assets	719,430	724,303
Current liabilities:
Current maturities of long-term debt	4,001	2,574
Accounts payable	100,349	94,889
Accrued compensation and related liabilities	7,953	10,969
Other current liabilities	18,345	19,674
Liabilities of discontinued operations - current	147	641
Intercompany payable (receivable)	(1,390,735)	(1,349,273)
Notes payable to issuer	36,938	36,938
Total current liabilities	(1,223,002)	(1,183,588)
Long-term debt	0	2,894
Other liabilities	38,754	39,994
Shareholders’ (deficit) equity	1,903,678	1,865,003
Total liabilities and shareholders’ deficit	719,430	724,303
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	1,740	1,825	1,776	2,061
Accounts receivable, net	1,100	1,281
Inventories	989	13
Notes receivable from subsidiaries	0	0
Prepaid and other current assets	2,488	2,490
Assets of discontinued operations - current	0	0
Total current assets	6,317	5,609
Investment in subsidiaries	7,829	6,725
Property, plant and equipment, net	644	811
Goodwill	5,491	5,335
Other intangible assets, net	1,039	1,198
Other assets, net	511	487
Assets of discontinued operations - long-term		0
Total assets	21,831	20,165
Current liabilities:
Current maturities of long-term debt	0	0
Accounts payable	581	661
Accrued compensation and related liabilities	524	486
Other current liabilities	630	679
Liabilities of discontinued operations - current	0	0
Intercompany payable (receivable)	7,809	7,876
Notes payable to issuer	3,245	0
Total current liabilities	12,789	9,702
Long-term debt	0	0
Other liabilities	(2,165)	(1,647)
Shareholders’ (deficit) equity	11,207	12,110
Total liabilities and shareholders’ deficit	21,831	20,165
Eliminations [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0	0
Inventories	0	0
Notes receivable from subsidiaries	(40,183)	(36,938)
Prepaid and other current assets	0	0
Assets of discontinued operations - current	0	0
Total current assets	(40,183)	(36,938)
Investment in subsidiaries	(1,366,237)	(1,380,133)
Property, plant and equipment, net	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Other assets, net	0	0
Assets of discontinued operations - long-term		0
Total assets	(1,406,420)	(1,417,071)
Current liabilities:
Current maturities of long-term debt	0	0
Accounts payable	0	0
Accrued compensation and related liabilities	0	0
Other current liabilities	0	0
Liabilities of discontinued operations - current	0	0
Intercompany payable (receivable)	0	0
Notes payable to issuer	(40,183)	(36,938)
Total current liabilities	(40,183)	(36,938)
Long-term debt	0	0
Other liabilities	0	0
Shareholders’ (deficit) equity	(1,366,237)	(1,380,133)
Total liabilities and shareholders’ deficit	$ (1,406,420)	$ (1,417,071)

XML

Income (Loss) Per Share (Computation of Basic and Diluted Income (Loss) per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Earnings Per Share [Abstract]
Loss from continuing operations	$ (39,301)	$ (18,996)	$ (56,088)	$ (39,486)
Income from discontinued operations, net of taxes	664	113	1,617	1,458
Net loss	$ (38,637)	$ (18,883)	$ (54,471)	$ (38,028)
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Basic shares	66,496	63,922	66,416	63,881
Dilutive effect of 7% Notes (shares)	0	0	0	0
Dilutive effect of Equity Awards (shares)	0	0	0	0
Diluted shares	66,496	63,922	66,416	63,881
(Loss) income per share – basic:
Continuing operations per share - basic	$ (0.59)	$ (0.30)	$ (0.84)	$ (0.62)
Discontinued operations per share - basic	$ 0.01	$ 0.00	$ 0.02	$ 0.02
Net loss per share - basic	$ (0.58)	$ (0.30)	$ (0.82)	$ (0.60)
(Loss) income per share – diluted:
Continuing operations per share - diluted	$ (0.59)	$ (0.30)	$ (0.84)	$ (0.62)
Discontinued operations per share - diluted	$ 0.01	$ 0.00	$ 0.02	$ 0.02
Net loss per share - diluted	$ (0.58)	$ (0.30)	$ (0.82)	$ (0.60)

XML

Condensed Consolidating Financial Information (Tables)

6 Months Ended

Jun. 28, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Consolidating Balance Sheet

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	7,352		$	236		$	1,740		$	—		$	9,328
Accounts receivable, net	—			122,733			154,750			1,100			—			278,583
Inventories	—			84,844			74,669			989			—			160,502
Notes receivable from subsidiaries	—			36,938			3,245			—			(40,183		)	—
Prepaid and other current assets	—			52,278			5,867			2,488			—			60,633
Assets of discontinued operations - current	—			—			77			—			—			77
Total current assets	—			304,145			238,844			6,317			(40,183		)	509,123
Investment in subsidiaries	(548,648		)	1,903,678			3,378			7,829			(1,366,237		)	—
Property, plant and equipment, net	—			127,246			164,916			644			—			292,806
Goodwill	—			25,540			155,548			5,491			—			186,579
Other intangible assets, net	—			9,627			151,288			1,039			—			161,954
Other assets, net	—			46,183			5,456			511			—			52,150
Total assets	$	(548,648	)	$	2,416,419		$	719,430		$	21,831		$	(1,406,420	)	$	1,202,612
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,000		$	4,001		$	—		$	—		$	7,001
Accounts payable	—			131,371			100,349			581			—			232,301
Accrued compensation and related liabilities	—			26,785			7,953			524			—			35,262
Other current liabilities	—			53,095			18,345			630			—			72,070
Liabilities of discontinued operations - current	—			—			147			—			—			147
Intercompany payable (receivable)	—			1,382,926			(1,390,735		)	7,809			—			—
Notes payable to issuer	—			—			36,938			3,245			(40,183		)	—
Total current liabilities	—			1,597,177			(1,223,002		)	12,789			(40,183		)	346,781
Long-term debt	—			1,252,784			—			—			—			1,252,784
Other liabilities	—			115,106			38,754			(2,165		)	—			151,695
Shareholders’ (deficit) equity	(548,648		)	(548,648		)	1,903,678			11,207			(1,366,237		)	(548,648		)
Total liabilities and shareholders’ (deficit) equity	$	(548,648	)	$	2,416,419		$	719,430		$	21,831		$	(1,406,420	)	$	1,202,612

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 28, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	9,504		$	—		$	1,825		$	—		$	11,329
Accounts receivable, net	—			128,214			152,091			1,281			—			281,586
Inventories	—			89,830			71,722			13			—			161,565
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			46,050			6,813			2,490			—			55,353
Assets of discontinued operations - current	—			—			132			—			—			132
Total current assets	—			310,536			230,758			5,609			(36,938		)	509,965
Investment in subsidiaries	(496,980		)	1,865,003			5,385			6,725			(1,380,133		)	—
Property, plant and equipment, net	—			134,326			169,770			811			—			304,907
Goodwill	—			25,540			155,561			5,335			—			186,436
Other intangible assets, net	—			9,930			157,621			1,198			—			168,749
Other assets, net	—			37,952			5,175			487			—			43,614
Assets of discontinued operations - long-term	—			—			33			—			—			33
Total assets	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	6,600		$	2,574		$	—		$	—		$	9,174
Accounts payable	—			148,678			94,889			661			—			244,228
Accrued compensation and related liabilities	—			20,684			10,969			486			—			32,139
Other current liabilities	—			60,845			19,674			679			—			81,198
Liabilities of discontinued operations - current	—			1,372			641			—			—			2,013
Intercompany payable (receivable)	—			1,341,397			(1,349,273		)	7,876			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,579,576			(1,183,588		)	9,702			(36,938		)	368,752
Long-term debt	—			1,173,457			2,894			—			—			1,176,351
Other liabilities	—			127,234			39,994			(1,647		)	—			165,581
Shareholders’ (deficit) equity	(496,980		)	(496,980		)	1,865,003			12,110			(1,380,133		)	(496,980		)
Total liabilities and shareholders’ (deficit) equity	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704

Schedule of Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	227,225		$	249,377		$	2,808		$	—		$	479,410
Cost of sales	—			194,081			203,786			1,569			—			399,436
Selling, general and administrative expenses	—			33,898			21,601			341			—			55,840
Amortization of intangible assets	—			185			3,131			133			—			3,449
Restructuring and other charges	—			6,517			821			—			—			7,338
Operating (loss) income	—			(7,456		)	20,038			765			—			13,347
Interest expense, net	—			26,519			147			—			—			26,666
Intercompany interest (income) expense	—			(216		)	216			—			—			—
Loss on early extinguishment of debt, net	—			26,480			—			—			—			26,480
Other expense (income), net	—			409			(219		)	22			—			212
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(60,648		)	19,894			743			—			(40,011		)
Income tax (benefit) expense	—			(597		)	(252		)	139			—			(710		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(60,051		)	20,146			604			—			(39,301		)
Equity in (loss) income of subsidiaries	(38,637		)	21,306			604			—			16,727			—
(Loss) income from continuing operations	(38,637		)	(38,745		)	20,750			604			16,727			(39,301		)
Income from discontinued operations, net of taxes	—			108			556			—			—			664
Net (loss) income	(38,637		)	(38,637		)	21,306			604			16,727			(38,637		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,125			645			(37		)	—			(1,733		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			480			—			—			—			480
Currency translation adjustment	—			—			682			(37		)	—			645
Comprehensive (loss) income	$	(37,512	)	$	(37,512	)	$	21,951		$	567		$	14,994		$	(37,512	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	468,692		$	494,554		$	6,283	$	—		$	969,529
Cost of sales	—			404,806			405,330			4,457		—			814,593
Selling, general and administrative expenses	—			67,506			43,151			677		—			111,334
Amortization of intangible assets	—			370			6,262			266		—			6,898
Restructuring and other charges	—			10,448			2,837			—		—			13,285
Operating (loss) income	—			(14,438		)	36,974			883		—			23,419
Interest expense, net	—			54,342			234			—		—			54,576
Intercompany interest (income) expense	—			(486		)	486			—		—			—
Loss on early extinguishment of debt, net	—			26,498			—			—		—			26,498
Other expense (income), net	—			226			(544		)	21		—			(297		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(95,018		)	36,798			862		—			(57,358		)
Income tax (benefit) expense	—			(988		)	(489		)	207		—			(1,270		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(94,030		)	37,287			655		—			(56,088		)
Equity in (loss) income of subsidiaries	(54,471		)	39,378			655			—		14,438			—
(Loss) income from continuing operations	(54,471		)	(54,652		)	37,942			655		14,438			(56,088		)
Income from discontinued operations, net of taxes	—			181			1,436			—		—			1,617
Net (loss) income	(54,471		)	(54,471		)	39,378			655		14,438			(54,471		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,693			733			582			—		(3,008		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			960			—			—		—			960
Currency translation adjustment	—			—			151			582		—			733
Comprehensive (loss) income	$	(52,778	)	$	(52,778	)	$	40,111		$	1,237	$	11,430		$	(52,778	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	160,726		$	242,563		$	3,251		$	—		$	406,540
Cost of sales	—			137,030			196,847			3,258			—			337,135
Selling, general and administrative expenses	—			26,661			20,471			201			—			47,333
Amortization of intangible assets	—			136			2,237			133			—			2,506
Restructuring and other charges	—			2,015			700			9			—			2,724
Operating (loss) income	—			(5,116		)	22,308			(350		)	—			16,842
Interest expense, net	—			28,134			105			(4		)	—			28,235
Intercompany interest (income) expense	—			(304		)	304			—			—			—
Loss on early extinguishment of debt, net	—			7,720			—			—			—			7,720
Other expense (income), net	—			509			(2,604		)	(196		)	—			(2,291		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(41,175		)	24,503			(150		)	—			(16,822		)
Income tax expense (benefit)	—			1,063			1,149			(38		)	—			2,174
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(42,238		)	23,354			(112		)	—			(18,996		)
Equity in (loss) income of subsidiaries	(18,883		)	22,123			(112		)	—			(3,128		)	—
(Loss) income from continuing operations	(18,883		)	(20,115		)	23,242			(112		)	(3,128		)	(18,996		)
Income (loss) from discontinued operations, net of taxes	—			1,232			(1,119		)	—			—			113
Net (loss) income	(18,883		)	(18,883		)	22,123			(112		)	(3,128		)	(18,883		)
Other comprehensive (loss) income:
Other comprehensive (loss) income of subsidiaries	(2,329		)	(2,329		)	(2,033		)	—			6,691			—
Currency translation adjustment	—			—			(296		)	(2,033		)	—			(2,329		)
Comprehensive (loss) income	$	(21,212	)	$	(21,212	)	$	19,794		$	(2,145	)	$	3,563		$	(21,212	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	328,430		$	489,912		$	6,812		$	—		$	825,154
Cost of sales	—			281,183			401,544			6,310			—			689,037
Selling, general and administrative expenses	—			53,642			41,614			422			—			95,678
Amortization of intangible assets	—			273			4,475			265			—			5,013
Restructuring and other charges	—			4,849			2,044			13			—			6,906
Operating (loss) income	—			(11,517		)	40,235			(198		)	—			28,520
Interest expense, net	—			57,598			219			(7		)	—			57,810
Intercompany interest (income) expense	—			(654		)	654			—			—			—
Loss on early extinguishment of debt, net	—			7,847			—			—			—			7,847
Other expense (income), net	—			878			(2,699		)	(174		)	—			(1,995		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(77,186		)	42,061			(17		)	—			(35,142		)
Income tax expense	—			2,711			1,608			25			—			4,344
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(79,897		)	40,453			(42		)	—			(39,486		)
Equity in (loss) income of subsidiaries	(38,028		)	39,290			(42		)	—			(1,220		)	—
(Loss) income from continuing operations	(38,028		)	(40,607		)	40,411			(42		)	(1,220		)	(39,486		)
Income (loss) from discontinued operations, net of taxes	—			2,579			(1,121		)	—			—			1,458
Net (loss) income	(38,028		)	(38,028		)	39,290			(42		)	(1,220		)	(38,028		)
Other comprehensive (loss) income :
Other comprehensive (loss) income of subsidiaries	(3,108		)	(3,108		)	(1,919		)	—			8,135			—
Currency translation adjustment	—			—			(1,189		)	(1,919		)	—			(3,108		)
Comprehensive (loss) income	$	(41,136	)	$	(41,136	)	$	36,182		$	(1,961	)	$	6,915		$	(41,136	)

Schedule of Condensed Consolidating Statement of Cash Flows

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 28, 2014  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,672		$	(79,382	)	$	54,411		$	(2,128	)	$	—	$	(25,427	)
Net cash used in operating activities of discontinued operations	—			(730		)	(957		)	—			—		(1,687		)
Net cash provided by (used in) operating activities	1,672			(80,112		)	53,454			(2,128		)	—		(27,114		)
Cash flows from investing activities:
Capital expenditures	—			(8,424		)	(8,306		)	(47		)	—		(16,777		)
Purchase of investment	—			(2,000		)	—			—			—		(2,000		)
Proceeds from sale of property, plant and equipment	—			166			154			—			—		320
Net cash used in investing activities of continuing operations	—			(10,258		)	(8,152		)	(47		)	—		(18,457		)
Net cash provided by investing activities of discontinued operations	—			1,033			1,163			—			—		2,196
Net cash used in investing activities	—			(9,225		)	(6,989		)	(47		)	—		(16,261		)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	—			540,000			—			—			—		540,000
Proceeds from issuance of 8.500% junior secured priority notes due 2022	—			250,000			—			—			—		250,000
Payment of financing-related costs and expenses and debt issuance discounts	—			(35,017		)	—			—			—		(35,017		)
Repayments of other long-term debt	—			(1,500		)	(1,467		)	—			—		(2,967		)
Purchase and retirement of common stock upon vesting of RSUs	(562		)	—			—			—			—		(562		)
Repayment of 15% Unsecured Term Loan due 2017	—			(10,000		)	—			—			—		(10,000		)
Repayment of Term Loan Facility due 2017	—			(329,100		)	—			—			—		(329,100		)
Repayment of 8.875% senior second lien notes due 2018	—			(400,000		)	—			—			—		(400,000		)
Borrowings under ABL Facility due 2017	—			287,900			—			—			—		287,900
Repayments under ABL Facility due 2017	—			(258,900		)	—			—			—		(258,900		)
Intercompany advances	(1,110		)	43,802			(44,766		)	2,074			—		—
Net cash (used in) provided by financing activities	(1,672		)	87,185			(46,233		)	2,074			—		41,354
Effect of exchange rate changes on cash and cash equivalents	—			—			4			16			—		20
Net (decrease) increase in cash and cash equivalents	—			(2,152		)	236			(85		)	—		(2,001		)
Cash and cash equivalents at beginning of period	—			9,504			—			1,825			—		11,329
Cash and cash equivalents at end of period	$	—		$	7,352		$	236		$	1,740		$	—	$	9,328

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 29, 2013  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,977		$	(56,895	)	$	61,867		$	(1,211	)	$	—	$	5,738
Net cash provided by operating activities of discontinued operations	—			2,486			1,122			—			—		3,608
Net cash provided by (used in) operating activities	1,977			(54,409		)	62,989			(1,211		)	—		9,346
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(5,145		)	—			—			—		(5,145		)
Capital expenditures	—			(8,900		)	(6,654		)	(61		)	—		(15,615		)
Purchase of investment	—			(1,650		)	—			—			—		(1,650		)
Proceeds from insurance claim	—			—			3,036			—			—		3,036
Proceeds from sale of property, plant and equipment	—			222			7,339			—			—		7,561
Net cash (used in) provided by investing activities of continuing operations	—			(15,473		)	3,721			(61		)	—		(11,813		)
Net cash used in investing activities of discontinued operations	—			(115		)	—			—			—		(115		)
Net cash (used in) provided by investing activities	—			(15,588		)	3,721			(61		)	—		(11,928		)
Cash flows from financing activities:
Repayment of 7.875% senior subordinated notes	—			(67,848		)	—			—			—		(67,848		)
Repayment of Term Loan B due 2016	—			(389,105		)	—			—			—		(389,105		)
Payment of financing-related costs and expenses and debt issuance discounts	—			(13,884		)	—			—			—		(13,884		)
Repayments of other long-term debt	—			—			(2,413		)	—			—		(2,413		)
Purchase and retirement of common stock upon vesting of RSUs	(363		)	—			—			—			—		(363		)
Repayments under Revolving Credit Facility, net	—			(18,000		)	—			—			—		(18,000		)
Proceeds from issuance of 15% Unsecured Term Loan due 2017	—			50,000			—			—			—		50,000
Repayment of 15% Unsecured Term Loan due 2017	—			(15,000		)	—			—			—		(15,000		)
Proceeds from issuance of Term Loan Facility due 2017	—			360,000			—			—			—		360,000
Borrowings under ABL Facility due 2017	—			266,700			—			—			—		266,700
Repayments under ABL Facility due 2017	—			(163,900		)	—			—			—		(163,900		)
Intercompany advances	(1,614		)	65,307			(64,526		)	833			—		—
Net cash (used in) provided by financing activities	(1,977		)	74,270			(66,939		)	833			—		6,187
Effect of exchange rate changes on cash and cash equivalents	—			—			7			154			—		161
Net increase (decrease) in cash and cash equivalents	—			4,273			(222		)	(285		)	—		3,766
Cash and cash equivalents at beginning of period	—			5,763			286			2,061			—		8,110
Cash and cash equivalents at end of period	$	—		$	10,036		$	64		$	1,776		$	—	$	11,876

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Long-Term Debt (8.5% Junior Priority Secured Notes) (Details) (Junior notes [Member], 8.500% junior secured priority notes due 2022 [Member], USD $)				0 Months Ended
	Jun. 28, 2014	Jun. 26, 2014	Dec. 28, 2013	Jun. 26, 2014 Prior to September 15, 2017 [Member]	Jun. 26, 2014 September 15, 2017 through September 15, 2018 [Member]	Jun. 26, 2014 September 15, 2018 through September 15, 2019 [Member]	Jun. 26, 2014 September 15, 2019 through September 15, 2020 [Member]	Jun. 26, 2014 On or After September 15, 2020 [Member]
Debt Instrument [Line Items]
Long-term debt, outstanding principal amount	$ 250,000,000	$ 250,000,000.0	$ 0
Debt interest rate (percent)	8.50%	8.50%
Debt, capitalized unamortized discount		$ 2,800,000
Debt redemption price (percentage)				108.50%	106.375%	104.25%	102.125%	100.00%
Debt redemption price, maximum percentage of principal amount redeemable (percent)		35.00%
Debt redemption price, change of control (percentage)		101.00%

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Basis of Presentation (Policies)

6 Months Ended

Jun. 28, 2014

Accounting Policies [Abstract]

Fiscal period

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 three and six months ended June 28, 2014, and June 29, 2013, each consisted of 13 weeks and 26 weeks, respectively.

New Accounting Pronouncements

New Accounting Pronouncements: Effective in the first quarter of 2013, the Company adopted an accounting pronouncement relating to the presentation of accumulated other comprehensive income (loss) ("AOCI"). This pronouncement does not change the current accounting requirements; however, the Company is required to provide information about the amounts reclassified out of AOCI by component. In addition, the Company is required to present, either on the face of the statement where net loss is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net loss, but only if the amount is required under GAAP to be reclassified to net loss in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net loss, the Company is required to cross-reference to other disclosures required under GAAP that provide additional detail on these amounts. The Company has provided the required disclosures in Note 13. The adoption of this pronouncement did not have a material impact to the Company's financial statements.

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." This ASU provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward exists.  The objective of this ASU is to eliminate diversity in practice related to this topic.  The ASU states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss or a tax credit carryforward except in certain situations.  This ASU is effective for annual and interim periods beginning after December 15, 2013.  The adoption of this pronouncement did not have a material impact to the Company's financial statements.

In April 2014, the FASB issued ASU 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." The amendments in the ASU change the criteria for reporting discontinued operations while enhancing related disclosures. The amendments in the ASU are effective in the first quarter of 2015. The Company is currently evaluating the impact of the pending adoption of ASU 2014-08 on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The new revenue recognition standard provides a five-step analysis to determine when and how revenue is recognized.  The standard requires that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.  The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

Acquisitions

The Company accounts for business combinations under the provisions of the Business Combination Topic of the FASB’s Accounting Standards Codification ("ASC") 805.  Acquisitions are accounted for by the purchase method, and accordingly, the assets and liabilities of the acquired businesses have been recorded at their estimated fair values on the acquisition date with the excess of the purchase price over their estimated fair values recorded as goodwill. In the event the estimated fair values of the assets and liabilities acquired exceed the purchase price paid, a bargain purchase gain is recorded in the statements of operations.

Acquisition-related costs are expensed as incurred.

Income (Loss) per Share

Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if the stock options, RSUs and, when applicable, performance share units ("PSUs," and collectively with the stock options and RSUs, the "Equity Awards") to issue common stock were exercised. The second approach, the if converted method, reflects the potential dilution of the Equity Awards and the 7% Notes being exchanged for common stock. Under this method, interest expense associated with the 7% Notes, net of tax, is added back to income from continuing operations and the shares outstanding are increased by the underlying 7% Notes equivalent.

For the six months ended June 28, 2014, and June 29, 2013, the effect of approximately 21.0 million and 24.7 million shares, respectively, related to the exchange of the 7% Notes for common stock and the issuance of common stock upon exercise of the Equity Awards, were excluded from the calculation of diluted income (loss) per share, as the effect would be anti-dilutive

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 28, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

The changes in the carrying amount of goodwill as of June 28, 2014, by reportable segment are as follows (in thousands):

	Envelope		Print		Label and Packaging			Total
Balance as of December 28, 2013	$	23,433	$	45,576	$	117,427		$	186,436
Foreign currency translation	—		156		(13		)	143
Balance as of June 28, 2014	$	23,433	$	45,732	$	117,414		$	186,579

Schedule of intangible assets

Other intangible assets are as follows (in thousands):

		June 28, 2014										December 28, 2013
	Weighted Average Remaining Amortization Period (Years)	Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount
Intangible assets with definite lives:
Customer relationships	9	$	144,964	$	(27,234	)	$	(58,039	)	$	59,691	$	144,898	$	(27,234	)	$	(53,682	)	$	63,982
Trademarks and trade names	22	77,765		(55,367		)	(9,051		)	13,347		77,754		(55,367		)	(6,734		)	15,653
Leasehold interest	19	3,780		—			(152		)	3,628		3,780		—			(55		)	3,725
Patents	12	3,528		—			(3,140		)	388		3,528		—			(3,039		)	489
Non-compete agreements		140		—			(140		)	—		140		—			(140		)	—
Subtotal	11	230,177		(82,601		)	(70,522		)	77,054		230,100		(82,601		)	(63,650		)	83,849
Intangible assets with indefinite lives:
Trademarks		84,900		—			—			84,900		84,900		—			—			84,900
Total		$	315,077	$	(82,601	)	$	(70,522	)	$	161,954	$	315,000	$	(82,601	)	$	(63,650	)	$	168,749

Schedule of future amortization expense of intangible assets

Annual amortization expense of intangible assets for the next five years is estimated to be as follows (in thousands):

	Annual Estimated  Expense
Remainder of 2014	$	4,856
2015	9,710
2016	7,942
2017	7,267
2018	7,125
2019	6,887
Thereafter	33,267
Total	$	77,054

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Long-Term Debt (Narrative) (Details) (USD $) Share data in Millions, unless otherwise specified																			3 Months Ended
	Jun. 28, 2014	Dec. 28, 2013	Jun. 28, 2014 Term loan facility [Member] Term loan facility, due 2017 [Member]	Jun. 26, 2014 Term loan facility [Member] Term loan facility, due 2017 [Member]	Feb. 28, 2014 Term loan facility [Member] Term loan facility, due 2017 [Member]	Dec. 28, 2013 Term loan facility [Member] Term loan facility, due 2017 [Member]	Apr. 16, 2013 Term loan facility [Member] Term loan facility, due 2017 [Member]	Jun. 28, 2014 Senior second lien notes [Member] 8.875% senior second lien notes, due 2018 [Member]	Jun. 26, 2014 Senior second lien notes [Member] 8.875% senior second lien notes, due 2018 [Member]	Dec. 28, 2013 Senior second lien notes [Member] 8.875% senior second lien notes, due 2018 [Member]	Jun. 28, 2014 Senior notes [Member] 6.000% senior secured priority notes due 2019 [Member]	Jun. 26, 2014 Senior notes [Member] 6.000% senior secured priority notes due 2019 [Member]	Dec. 28, 2013 Senior notes [Member] 6.000% senior secured priority notes due 2019 [Member]	Jun. 28, 2014 Junior notes [Member] 8.500% junior secured priority notes due 2022 [Member]	Jun. 26, 2014 Junior notes [Member] 8.500% junior secured priority notes due 2022 [Member]	Dec. 28, 2013 Junior notes [Member] 8.500% junior secured priority notes due 2022 [Member]	Jun. 28, 2014 Convertible debt [Member] 7% senior exchangeable notes, due 2017 [Member]	Dec. 28, 2013 Convertible debt [Member] 7% senior exchangeable notes, due 2017 [Member]	Sep. 27, 2014 Subsequent Event [Member] Convertible debt [Member] 7% senior exchangeable notes, due 2017 [Member]	Aug. 06, 2014 Subsequent Event [Member] Convertible debt [Member] 7% senior exchangeable notes, due 2017 [Member]
Debt Instrument [Line Items]
Fair value of long-term debt	$ 1,300,000,000	$ 1,200,000,000
Debt face amount							360,000,000
Long-term debt, outstanding principal amount			0	327,300,000		329,100,000		0	400,000,000	400,000,000	540,000,000	540,000,000	0	250,000,000	250,000,000	0
Capitalized debt issuance costs												14,700,000			7,100,000
Debt, capitalized unamortized discount					1,500,000							5,900,000			2,800,000
Debt conversion amount																			3,000,000
Debt conversion, shares issued (shares)																			1
Debt outstanding amount	$ 1,259,785,000	$ 1,185,525,000	$ 0			$ 326,013,000		$ 0		$ 398,326,000	$ 534,057,000		$ 0	$ 247,246,000		$ 0	$ 86,250,000	$ 86,250,000		$ 83,300,000

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Discontinued Operations (Statement of Operations Information) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Discontinued Operations and Disposal Groups [Abstract]
Net sales	$ 0	$ 12,716,000	$ 0	$ 26,444,000
(Loss) income from discontinued operations before income taxes	(82,000)	1,201,000	94,000	3,436,000
Income tax (benefit) expense on discontinued operations	(32,000)	1,088,000	36,000	1,978,000
Gain on sale of discontinued operations	714,000	0	1,559,000	0
Gain on sale of discontinued operations, tax expense	500,000		1,000,000
Income from discontinued operations, net of taxes	$ 664,000	$ 113,000	$ 1,617,000	$ 1,458,000
Discontinued operations per share - basic	$ 0.01	$ 0.00	$ 0.02	$ 0.02
Discontinued operations per share - diluted	$ 0.01	$ 0.00	$ 0.02	$ 0.02

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Basis of Presentation

6 Months Ended

Jun. 28, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements ("financial statements") of Cenveo, Inc. and its 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 ("SEC") and, in the Company’s opinion, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of financial position as of June 28, 2014, and the results of operations for the three and six months ended June 28, 2014, and June 29, 2013, and cash flows for the six months ended June 28, 2014 and June 29, 2013. 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 six months ended June 28, 2014, are generally not indicative of the results to be expected for any interim period or for the full year, primarily due to restructuring, acquisition and debt-related activities or transactions. The December 28, 2013 consolidated balance sheet has been derived from the audited consolidated financial statements at that date. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013, 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 three and six months ended June 28, 2014, and June 29, 2013, each consisted of 13 weeks and 26 weeks, respectively.

As a result of exploring opportunities to divest certain non-strategic or underperforming businesses within its manufacturing platform, the Company completed the sale of its Custom Envelope Group ("Custom Envelope") during the third quarter of 2013. Additionally, during the second quarter of 2013, the Company decided to exit the San Francisco market and closed a manufacturing facility. Collectively, the Company refers to these businesses as the "Discontinued Operations." As a result, the Company's historical condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss) ("statements of operations") and condensed consolidated statements of cash flows have been reclassified to reflect these Discontinued Operations separately from the Company's continuing operations for all periods presented.

During the fourth quarter of 2013, the Company completed a realignment of its reportable segments as a result of a change in management reporting and strategy. The reportable segments were realigned into three complementary reportable segments: the envelope segment, the print segment and the label and packaging segment. Previously, the two reportable segments were the print and envelope segment and the label and packaging segment. Prior period disclosures have been updated to reflect current year presentation.

New Accounting Pronouncements: Effective in the first quarter of 2013, the Company adopted an accounting pronouncement relating to the presentation of accumulated other comprehensive income (loss) ("AOCI"). This pronouncement does not change the current accounting requirements; however, the Company is required to provide information about the amounts reclassified out of AOCI by component. In addition, the Company is required to present, either on the face of the statement where net loss is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net loss, but only if the amount is required under GAAP to be reclassified to net loss in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net loss, the Company is required to cross-reference to other disclosures required under GAAP that provide additional detail on these amounts. The Company has provided the required disclosures in Note 13. The adoption of this pronouncement did not have a material impact to the Company's financial statements.

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." This ASU provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward exists.  The objective of this ASU is to eliminate diversity in practice related to this topic.  The ASU states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the consolidated financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss or a tax credit carryforward except in certain situations.  This ASU is effective for annual and interim periods beginning after December 15, 2013.  The adoption of this pronouncement did not have a material impact to the Company's financial statements.

In April 2014, the FASB issued ASU 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." The amendments in the ASU change the criteria for reporting discontinued operations while enhancing related disclosures. The amendments in the ASU are effective in the first quarter of 2015. The Company is currently evaluating the impact of the pending adoption of ASU 2014-08 on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The new revenue recognition standard provides a five-step analysis to determine when and how revenue is recognized.  The standard requires that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.  The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 28, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill as of June 28, 2014, by reportable segment are as follows (in thousands):

	Envelope		Print		Label and Packaging			Total
Balance as of December 28, 2013	$	23,433	$	45,576	$	117,427		$	186,436
Foreign currency translation	—		156		(13		)	143
Balance as of June 28, 2014	$	23,433	$	45,732	$	117,414		$	186,579

Other intangible assets are as follows (in thousands):

		June 28, 2014										December 28, 2013
	Weighted Average Remaining Amortization Period (Years)	Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Charges			Accumulated Amortization			Net Carrying Amount
Intangible assets with definite lives:
Customer relationships	9	$	144,964	$	(27,234	)	$	(58,039	)	$	59,691	$	144,898	$	(27,234	)	$	(53,682	)	$	63,982
Trademarks and trade names	22	77,765		(55,367		)	(9,051		)	13,347		77,754		(55,367		)	(6,734		)	15,653
Leasehold interest	19	3,780		—			(152		)	3,628		3,780		—			(55		)	3,725
Patents	12	3,528		—			(3,140		)	388		3,528		—			(3,039		)	489
Non-compete agreements		140		—			(140		)	—		140		—			(140		)	—
Subtotal	11	230,177		(82,601		)	(70,522		)	77,054		230,100		(82,601		)	(63,650		)	83,849
Intangible assets with indefinite lives:
Trademarks		84,900		—			—			84,900		84,900		—			—			84,900
Total		$	315,077	$	(82,601	)	$	(70,522	)	$	161,954	$	315,000	$	(82,601	)	$	(63,650	)	$	168,749

Annual amortization expense of intangible assets for the next five years is estimated to be as follows (in thousands):

	Annual Estimated  Expense
Remainder of 2014	$	4,856
2015	9,710
2016	7,942
2017	7,267
2018	7,125
2019	6,887
Thereafter	33,267
Total	$	77,054

Asset Impairments

There were no goodwill or intangible asset impairments recorded in the three and six months ended June 28, 2014, and June 29, 2013.

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Restructuring and Other Charges (Restructuring Expenses) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	$ 7,338	$ 2,724	$ 13,285	$ 6,906
Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	2,860	575	4,228	3,753
Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,594	(12)	2,173	135
Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	981	645	1,618	951
Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	443	461	1,726	561
Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	156	123	904	202
Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,304	932	2,636	1,304
Envelope [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	5,618	1,535	8,635	2,675
Envelope [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,713	(28)	1,805	522
Envelope [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,613	(12)	2,214	(12)
Envelope [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	982	645	1,618	902
Envelope [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	214	185	1,406	207
Envelope [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	34	26	66	49
Envelope [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,062	719	1,526	1,007
Print [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	598	1,162	2,604	2,143
Print [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	56	433	451	1,066
Print [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	(19)	0	(41)	147
Print [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	(1)	0	0	49
Print [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	215	461	292	515
Print [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	122	97	838	153
Print [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	225	171	1,064	213
Label and Packaging [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	336	(73)	627	202
Label and Packaging [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	322	104	599	351
Label and Packaging [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Label and Packaging [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Label and Packaging [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	14	(185)	28	(161)
Label and Packaging [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Label and Packaging [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	8	0	12
Corporate [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	786	100	1,419	1,886
Corporate [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	769	66	1,373	1,814
Corporate [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Corporate [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Corporate [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Corporate [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Corporate [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	17	34	46	72
2014 Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			2,325
2014 Plan [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			2,178
2014 Plan [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			0
2014 Plan [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			0
2014 Plan [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			147
2014 Plan [Member] | Envelope [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	81		81
2014 Plan [Member] | Envelope [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	81		81
2014 Plan [Member] | Envelope [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Envelope [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Envelope [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Envelope [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Envelope [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Print [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	246		253
2014 Plan [Member] | Print [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	145		152
2014 Plan [Member] | Print [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Print [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Print [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Print [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Print [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	101		101
2014 Plan [Member] | Label and Packaging [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	321		572
2014 Plan [Member] | Label and Packaging [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	321		572
2014 Plan [Member] | Label and Packaging [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Label and Packaging [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Label and Packaging [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Label and Packaging [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Label and Packaging [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Corporate [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	786		1,419
2014 Plan [Member] | Corporate [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	769		1,373
2014 Plan [Member] | Corporate [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Corporate [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Corporate [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Corporate [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0		0
2014 Plan [Member] | Corporate [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	17		46
2013 Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			926
2013 Plan [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			325
2013 Plan [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			207
2013 Plan [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			0
2013 Plan [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			394
2013 Plan [Member] | Envelope [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		57	(1)	109
2013 Plan [Member] | Envelope [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		37	(1)	79
2013 Plan [Member] | Envelope [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0	0	0
2013 Plan [Member] | Envelope [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0	0	10
2013 Plan [Member] | Envelope [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0	0	0
2013 Plan [Member] | Envelope [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0	0	0
2013 Plan [Member] | Envelope [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		20	0	20
2013 Plan [Member] | Print [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	68	538	859	1,244
2013 Plan [Member] | Print [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	(89)	434	299	1,140
2013 Plan [Member] | Print [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	(19)	0	(41)	0
2013 Plan [Member] | Print [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
2013 Plan [Member] | Print [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	74	90	207	90
2013 Plan [Member] | Print [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
2013 Plan [Member] | Print [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	102	14	394	14
2013 Plan [Member] | Label and Packaging [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1	112	27	367
2013 Plan [Member] | Label and Packaging [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1	104	27	355
2013 Plan [Member] | Label and Packaging [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
2013 Plan [Member] | Label and Packaging [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
2013 Plan [Member] | Label and Packaging [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
2013 Plan [Member] | Label and Packaging [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
2013 Plan [Member] | Label and Packaging [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	8	0	12
2013 Plan [Member] | Corporate [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		66		1,812
2013 Plan [Member] | Corporate [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		66		1,791
2013 Plan [Member] | Corporate [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		0
2013 Plan [Member] | Corporate [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		0
2013 Plan [Member] | Corporate [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		0
2013 Plan [Member] | Corporate [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		0
2013 Plan [Member] | Corporate [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		21
2012 Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			544
2012 Plan [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			0
2012 Plan [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			(189)
2012 Plan [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			732
2012 Plan [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			1
2012 Plan [Member] | Envelope [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1	834	(197)	1,124
2012 Plan [Member] | Envelope [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	(8)	0	(18)
2012 Plan [Member] | Envelope [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	118	0	118
2012 Plan [Member] | Envelope [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	139	0	183
2012 Plan [Member] | Envelope [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	156	(198)	204
2012 Plan [Member] | Envelope [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
2012 Plan [Member] | Envelope [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1	429	1	637
2012 Plan [Member] | Print [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	8	53	741	172
2012 Plan [Member] | Print [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	(1)	0	(74)
2012 Plan [Member] | Print [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	147
2012 Plan [Member] | Print [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	39
2012 Plan [Member] | Print [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	5	2	9	4
2012 Plan [Member] | Print [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	3	0	732	0
2012 Plan [Member] | Print [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	52	0	56
Residual Plans [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			899
Residual Plans [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			0
Residual Plans [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			104
Residual Plans [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			172
Residual Plans [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			623
Residual Plans [Member] | Envelope [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	72	32	120	60
Residual Plans [Member] | Envelope [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Envelope [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Envelope [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Envelope [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Envelope [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	34	26	66	49
Residual Plans [Member] | Envelope [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	38	6	54	11
Residual Plans [Member] | Print [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	276	571	751	727
Residual Plans [Member] | Print [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Print [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Print [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	(1)	0	0	10
Residual Plans [Member] | Print [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	136	369	76	421
Residual Plans [Member] | Print [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	119	97	106	153
Residual Plans [Member] | Print [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	22	105	569	143
Residual Plans [Member] | Label and Packaging [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	14	(185)	28	(165)
Residual Plans [Member] | Label and Packaging [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	(4)
Residual Plans [Member] | Label and Packaging [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Label and Packaging [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Label and Packaging [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	14	(185)	28	(161)
Residual Plans [Member] | Label and Packaging [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Label and Packaging [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Residual Plans [Member] | Corporate [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		34		74
Residual Plans [Member] | Corporate [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		23
Residual Plans [Member] | Corporate [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		0
Residual Plans [Member] | Corporate [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		0
Residual Plans [Member] | Corporate [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		0
Residual Plans [Member] | Corporate [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		0		0
Residual Plans [Member] | Corporate [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		34		51
Acquisition Integration Plans [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			6,418
Acquisition Integration Plans [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			1,725
Acquisition Integration Plans [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			1,604
Acquisition Integration Plans [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			0
Acquisition Integration Plans [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges			3,089
Acquisition Integration Plans [Member] | Envelope [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	5,464	612	8,632	1,382
Acquisition Integration Plans [Member] | Envelope [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,632	(57)	1,725	461
Acquisition Integration Plans [Member] | Envelope [Member] | Asset Charges, Net of Gain on Sale [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	1,613	(130)	2,214	(130)
Acquisition Integration Plans [Member] | Envelope [Member] | Equipment Moving Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	982	506	1,618	709
Acquisition Integration Plans [Member] | Envelope [Member] | Lease Termination Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	214	29	1,604	3
Acquisition Integration Plans [Member] | Envelope [Member] | Multi-employer Pension Withdrawal Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	0	0	0
Acquisition Integration Plans [Member] | Envelope [Member] | Building Clean-up and Other Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	$ 1,023	$ 264	$ 1,471	$ 339

XML

Long-Term Debt (Tables)

6 Months Ended

Jun. 28, 2014

Debt Disclosure [Abstract]

Schedule of long-term debt

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

	June 28, 2014			December 28, 2013
ABL Facility, due 2017	$	150,400		$	121,400
8.500% junior priority secured notes due 2022 ($250.0 million and $0 outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	247,246			—
6.000% senior priority secured notes due 2019 ($540.0 million and $0 outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	534,057			—
8.875% senior second lien notes due 2018 ($0 and $400.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			398,326
Term Loan Facility due 2017 ($0 and $329.1 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			326,013
15% Unsecured Term Loan due 2017 ($0 and $10.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013, respectively)	—			9,500
11.5% senior notes due 2017 ($225.0 million outstanding principal amount as of June 28, 2014, and December 28, 2013)	219,831			219,068
7% senior exchangeable notes due 2017	86,250			86,250
Other debt including capital leases	22,001			24,968
	1,259,785			1,185,525
Less current maturities	(7,001		)	(9,174		)
Long-term debt	$	1,252,784		$	1,176,351

XML

Acquisitions (Pro Forma Financial Information of National Envelope) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2014	Jun. 29, 2013	Jun. 28, 2014	Jun. 29, 2013
Business Acquisition [Line Items]
Net sales	$ 479,410	$ 406,540	$ 969,529	$ 825,154
Loss from continuing operations	(39,301)	(18,996)	(56,088)	(39,486)
Loss per share from continuing operations - basic	$ (0.59)	$ (0.30)	$ (0.84)	$ (0.62)
Loss per share from continuing operations - diluted	$ (0.59)	$ (0.30)	$ (0.84)	$ (0.62)
National Envelope Acquisition [Member]
Business Acquisition [Line Items]
Pro forma net sales		487,988		1,000,760
Pro forma loss from continuing operations		$ (32,275)		$ (63,417)
Pro forma loss per share from continuing operations - basic		$ (0.49)		$ (0.96)
Pro forma loss per share from continuing operations - diluted		$ (0.49)		$ (0.96)

XML

Condensed Consolidating Financial Information

6 Months Ended

Jun. 28, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

Cenveo, Inc. is a holding company (the "Parent Company"), which is the ultimate parent of all Cenveo subsidiaries. The Parent Company’s wholly owned subsidiary, Cenveo Corporation (the "Subsidiary Issuer"), issued the 6.000% Notes, the 8.500% Notes, the 7.875% Notes, the 8.875% Notes, the 7% Notes, and the 11.5% senior notes due 2017 (the "11.5% Notes," and collectively with the 6.000% Notes, the 8.500% Notes, the 7.875% Notes, the 8.875% Notes, and the 7% 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 North American subsidiaries, other than the Subsidiary Issuer (the "Guarantor Subsidiaries").

Presented below is condensed consolidating financial information for the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries as of June 28, 2014, and December 28, 2013, and for the three and six months ended June 28, 2014, and June 29, 2013.  The condensed consolidating financial information has been presented to show the financial position, results of operations and cash flows of the Parent Company, the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, assuming the guarantee structure of the Subsidiary Issuer Notes was in effect at the beginning of the periods presented.

The supplemental condensed consolidating financial information reflects the investments of the Parent Company in the Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries using the equity method of accounting. The Company’s primary transactions with its subsidiaries, other than the investment account and related equity in net income (loss) of subsidiaries, are the intercompany payables and receivables between its subsidiaries.

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	7,352		$	236		$	1,740		$	—		$	9,328
Accounts receivable, net	—			122,733			154,750			1,100			—			278,583
Inventories	—			84,844			74,669			989			—			160,502
Notes receivable from subsidiaries	—			36,938			3,245			—			(40,183		)	—
Prepaid and other current assets	—			52,278			5,867			2,488			—			60,633
Assets of discontinued operations - current	—			—			77			—			—			77
Total current assets	—			304,145			238,844			6,317			(40,183		)	509,123
Investment in subsidiaries	(548,648		)	1,903,678			3,378			7,829			(1,366,237		)	—
Property, plant and equipment, net	—			127,246			164,916			644			—			292,806
Goodwill	—			25,540			155,548			5,491			—			186,579
Other intangible assets, net	—			9,627			151,288			1,039			—			161,954
Other assets, net	—			46,183			5,456			511			—			52,150
Total assets	$	(548,648	)	$	2,416,419		$	719,430		$	21,831		$	(1,406,420	)	$	1,202,612
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	3,000		$	4,001		$	—		$	—		$	7,001
Accounts payable	—			131,371			100,349			581			—			232,301
Accrued compensation and related liabilities	—			26,785			7,953			524			—			35,262
Other current liabilities	—			53,095			18,345			630			—			72,070
Liabilities of discontinued operations - current	—			—			147			—			—			147
Intercompany payable (receivable)	—			1,382,926			(1,390,735		)	7,809			—			—
Notes payable to issuer	—			—			36,938			3,245			(40,183		)	—
Total current liabilities	—			1,597,177			(1,223,002		)	12,789			(40,183		)	346,781
Long-term debt	—			1,252,784			—			—			—			1,252,784
Other liabilities	—			115,106			38,754			(2,165		)	—			151,695
Shareholders’ (deficit) equity	(548,648		)	(548,648		)	1,903,678			11,207			(1,366,237		)	(548,648		)
Total liabilities and shareholders’ (deficit) equity	$	(548,648	)	$	2,416,419		$	719,430		$	21,831		$	(1,406,420	)	$	1,202,612

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	227,225		$	249,377		$	2,808		$	—		$	479,410
Cost of sales	—			194,081			203,786			1,569			—			399,436
Selling, general and administrative expenses	—			33,898			21,601			341			—			55,840
Amortization of intangible assets	—			185			3,131			133			—			3,449
Restructuring and other charges	—			6,517			821			—			—			7,338
Operating (loss) income	—			(7,456		)	20,038			765			—			13,347
Interest expense, net	—			26,519			147			—			—			26,666
Intercompany interest (income) expense	—			(216		)	216			—			—			—
Loss on early extinguishment of debt, net	—			26,480			—			—			—			26,480
Other expense (income), net	—			409			(219		)	22			—			212
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(60,648		)	19,894			743			—			(40,011		)
Income tax (benefit) expense	—			(597		)	(252		)	139			—			(710		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(60,051		)	20,146			604			—			(39,301		)
Equity in (loss) income of subsidiaries	(38,637		)	21,306			604			—			16,727			—
(Loss) income from continuing operations	(38,637		)	(38,745		)	20,750			604			16,727			(39,301		)
Income from discontinued operations, net of taxes	—			108			556			—			—			664
Net (loss) income	(38,637		)	(38,637		)	21,306			604			16,727			(38,637		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,125			645			(37		)	—			(1,733		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			480			—			—			—			480
Currency translation adjustment	—			—			682			(37		)	—			645
Comprehensive (loss) income	$	(37,512	)	$	(37,512	)	$	21,951		$	567		$	14,994		$	(37,512	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 28, 2014 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	468,692		$	494,554		$	6,283	$	—		$	969,529
Cost of sales	—			404,806			405,330			4,457		—			814,593
Selling, general and administrative expenses	—			67,506			43,151			677		—			111,334
Amortization of intangible assets	—			370			6,262			266		—			6,898
Restructuring and other charges	—			10,448			2,837			—		—			13,285
Operating (loss) income	—			(14,438		)	36,974			883		—			23,419
Interest expense, net	—			54,342			234			—		—			54,576
Intercompany interest (income) expense	—			(486		)	486			—		—			—
Loss on early extinguishment of debt, net	—			26,498			—			—		—			26,498
Other expense (income), net	—			226			(544		)	21		—			(297		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(95,018		)	36,798			862		—			(57,358		)
Income tax (benefit) expense	—			(988		)	(489		)	207		—			(1,270		)
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(94,030		)	37,287			655		—			(56,088		)
Equity in (loss) income of subsidiaries	(54,471		)	39,378			655			—		14,438			—
(Loss) income from continuing operations	(54,471		)	(54,652		)	37,942			655		14,438			(56,088		)
Income from discontinued operations, net of taxes	—			181			1,436			—		—			1,617
Net (loss) income	(54,471		)	(54,471		)	39,378			655		14,438			(54,471		)
Other comprehensive income (loss):
Other comprehensive income (loss) of subsidiaries	1,693			733			582			—		(3,008		)	—
Changes in pension and other employee benefit accounts, net of taxes	—			960			—			—		—			960
Currency translation adjustment	—			—			151			582		—			733
Comprehensive (loss) income	$	(52,778	)	$	(52,778	)	$	40,111		$	1,237	$	11,430		$	(52,778	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 28, 2014  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,672		$	(79,382	)	$	54,411		$	(2,128	)	$	—	$	(25,427	)
Net cash used in operating activities of discontinued operations	—			(730		)	(957		)	—			—		(1,687		)
Net cash provided by (used in) operating activities	1,672			(80,112		)	53,454			(2,128		)	—		(27,114		)
Cash flows from investing activities:
Capital expenditures	—			(8,424		)	(8,306		)	(47		)	—		(16,777		)
Purchase of investment	—			(2,000		)	—			—			—		(2,000		)
Proceeds from sale of property, plant and equipment	—			166			154			—			—		320
Net cash used in investing activities of continuing operations	—			(10,258		)	(8,152		)	(47		)	—		(18,457		)
Net cash provided by investing activities of discontinued operations	—			1,033			1,163			—			—		2,196
Net cash used in investing activities	—			(9,225		)	(6,989		)	(47		)	—		(16,261		)
Cash flows from financing activities:
Proceeds from issuance of 6.000% senior secured priority notes due 2019	—			540,000			—			—			—		540,000
Proceeds from issuance of 8.500% junior secured priority notes due 2022	—			250,000			—			—			—		250,000
Payment of financing-related costs and expenses and debt issuance discounts	—			(35,017		)	—			—			—		(35,017		)
Repayments of other long-term debt	—			(1,500		)	(1,467		)	—			—		(2,967		)
Purchase and retirement of common stock upon vesting of RSUs	(562		)	—			—			—			—		(562		)
Repayment of 15% Unsecured Term Loan due 2017	—			(10,000		)	—			—			—		(10,000		)
Repayment of Term Loan Facility due 2017	—			(329,100		)	—			—			—		(329,100		)
Repayment of 8.875% senior second lien notes due 2018	—			(400,000		)	—			—			—		(400,000		)
Borrowings under ABL Facility due 2017	—			287,900			—			—			—		287,900
Repayments under ABL Facility due 2017	—			(258,900		)	—			—			—		(258,900		)
Intercompany advances	(1,110		)	43,802			(44,766		)	2,074			—		—
Net cash (used in) provided by financing activities	(1,672		)	87,185			(46,233		)	2,074			—		41,354
Effect of exchange rate changes on cash and cash equivalents	—			—			4			16			—		20
Net (decrease) increase in cash and cash equivalents	—			(2,152		)	236			(85		)	—		(2,001		)
Cash and cash equivalents at beginning of period	—			9,504			—			1,825			—		11,329
Cash and cash equivalents at end of period	$	—		$	7,352		$	236		$	1,740		$	—	$	9,328

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 28, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	9,504		$	—		$	1,825		$	—		$	11,329
Accounts receivable, net	—			128,214			152,091			1,281			—			281,586
Inventories	—			89,830			71,722			13			—			161,565
Notes receivable from subsidiaries	—			36,938			—			—			(36,938		)	—
Prepaid and other current assets	—			46,050			6,813			2,490			—			55,353
Assets of discontinued operations - current	—			—			132			—			—			132
Total current assets	—			310,536			230,758			5,609			(36,938		)	509,965
Investment in subsidiaries	(496,980		)	1,865,003			5,385			6,725			(1,380,133		)	—
Property, plant and equipment, net	—			134,326			169,770			811			—			304,907
Goodwill	—			25,540			155,561			5,335			—			186,436
Other intangible assets, net	—			9,930			157,621			1,198			—			168,749
Other assets, net	—			37,952			5,175			487			—			43,614
Assets of discontinued operations - long-term	—			—			33			—			—			33
Total assets	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704
Liabilities and Shareholders’ (Deficit) Equity
Current liabilities:
Current maturities of long-term debt	$	—		$	6,600		$	2,574		$	—		$	—		$	9,174
Accounts payable	—			148,678			94,889			661			—			244,228
Accrued compensation and related liabilities	—			20,684			10,969			486			—			32,139
Other current liabilities	—			60,845			19,674			679			—			81,198
Liabilities of discontinued operations - current	—			1,372			641			—			—			2,013
Intercompany payable (receivable)	—			1,341,397			(1,349,273		)	7,876			—			—
Notes payable to issuer	—			—			36,938			—			(36,938		)	—
Total current liabilities	—			1,579,576			(1,183,588		)	9,702			(36,938		)	368,752
Long-term debt	—			1,173,457			2,894			—			—			1,176,351
Other liabilities	—			127,234			39,994			(1,647		)	—			165,581
Shareholders’ (deficit) equity	(496,980		)	(496,980		)	1,865,003			12,110			(1,380,133		)	(496,980		)
Total liabilities and shareholders’ (deficit) equity	$	(496,980	)	$	2,383,287		$	724,303		$	20,165		$	(1,417,071	)	$	1,213,704

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the three months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	160,726		$	242,563		$	3,251		$	—		$	406,540
Cost of sales	—			137,030			196,847			3,258			—			337,135
Selling, general and administrative expenses	—			26,661			20,471			201			—			47,333
Amortization of intangible assets	—			136			2,237			133			—			2,506
Restructuring and other charges	—			2,015			700			9			—			2,724
Operating (loss) income	—			(5,116		)	22,308			(350		)	—			16,842
Interest expense, net	—			28,134			105			(4		)	—			28,235
Intercompany interest (income) expense	—			(304		)	304			—			—			—
Loss on early extinguishment of debt, net	—			7,720			—			—			—			7,720
Other expense (income), net	—			509			(2,604		)	(196		)	—			(2,291		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(41,175		)	24,503			(150		)	—			(16,822		)
Income tax expense (benefit)	—			1,063			1,149			(38		)	—			2,174
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(42,238		)	23,354			(112		)	—			(18,996		)
Equity in (loss) income of subsidiaries	(18,883		)	22,123			(112		)	—			(3,128		)	—
(Loss) income from continuing operations	(18,883		)	(20,115		)	23,242			(112		)	(3,128		)	(18,996		)
Income (loss) from discontinued operations, net of taxes	—			1,232			(1,119		)	—			—			113
Net (loss) income	(18,883		)	(18,883		)	22,123			(112		)	(3,128		)	(18,883		)
Other comprehensive (loss) income:
Other comprehensive (loss) income of subsidiaries	(2,329		)	(2,329		)	(2,033		)	—			6,691			—
Currency translation adjustment	—			—			(296		)	(2,033		)	—			(2,329		)
Comprehensive (loss) income	$	(21,212	)	$	(21,212	)	$	19,794		$	(2,145	)	$	3,563		$	(21,212	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the six months ended June 29, 2013 (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	328,430		$	489,912		$	6,812		$	—		$	825,154
Cost of sales	—			281,183			401,544			6,310			—			689,037
Selling, general and administrative expenses	—			53,642			41,614			422			—			95,678
Amortization of intangible assets	—			273			4,475			265			—			5,013
Restructuring and other charges	—			4,849			2,044			13			—			6,906
Operating (loss) income	—			(11,517		)	40,235			(198		)	—			28,520
Interest expense, net	—			57,598			219			(7		)	—			57,810
Intercompany interest (income) expense	—			(654		)	654			—			—			—
Loss on early extinguishment of debt, net	—			7,847			—			—			—			7,847
Other expense (income), net	—			878			(2,699		)	(174		)	—			(1,995		)
(Loss) income from continuing operations before income taxes and equity in (loss) income of subsidiaries	—			(77,186		)	42,061			(17		)	—			(35,142		)
Income tax expense	—			2,711			1,608			25			—			4,344
(Loss) income from continuing operations before equity in (loss) income of subsidiaries	—			(79,897		)	40,453			(42		)	—			(39,486		)
Equity in (loss) income of subsidiaries	(38,028		)	39,290			(42		)	—			(1,220		)	—
(Loss) income from continuing operations	(38,028		)	(40,607		)	40,411			(42		)	(1,220		)	(39,486		)
Income (loss) from discontinued operations, net of taxes	—			2,579			(1,121		)	—			—			1,458
Net (loss) income	(38,028		)	(38,028		)	39,290			(42		)	(1,220		)	(38,028		)
Other comprehensive (loss) income :
Other comprehensive (loss) income of subsidiaries	(3,108		)	(3,108		)	(1,919		)	—			8,135			—
Currency translation adjustment	—			—			(1,189		)	(1,919		)	—			(3,108		)
Comprehensive (loss) income	$	(41,136	)	$	(41,136	)	$	36,182		$	(1,961	)	$	6,915		$	(41,136	)

CENVEO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 29, 2013  (in thousands)
	Parent Company			Subsidiary Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities of continuing operations	$	1,977		$	(56,895	)	$	61,867		$	(1,211	)	$	—	$	5,738
Net cash provided by operating activities of discontinued operations	—			2,486			1,122			—			—		3,608
Net cash provided by (used in) operating activities	1,977			(54,409		)	62,989			(1,211		)	—		9,346
Cash flows from investing activities:
Cost of business acquisitions, net of cash acquired	—			(5,145		)	—			—			—		(5,145		)
Capital expenditures	—			(8,900		)	(6,654		)	(61		)	—		(15,615		)
Purchase of investment	—			(1,650		)	—			—			—		(1,650		)
Proceeds from insurance claim	—			—			3,036			—			—		3,036
Proceeds from sale of property, plant and equipment	—			222			7,339			—			—		7,561
Net cash (used in) provided by investing activities of continuing operations	—			(15,473		)	3,721			(61		)	—		(11,813		)
Net cash used in investing activities of discontinued operations	—			(115		)	—			—			—		(115		)
Net cash (used in) provided by investing activities	—			(15,588		)	3,721			(61		)	—		(11,928		)
Cash flows from financing activities:
Repayment of 7.875% senior subordinated notes	—			(67,848		)	—			—			—		(67,848		)
Repayment of Term Loan B due 2016	—			(389,105		)	—			—			—		(389,105		)
Payment of financing-related costs and expenses and debt issuance discounts	—			(13,884		)	—			—			—		(13,884		)
Repayments of other long-term debt	—			—			(2,413		)	—			—		(2,413		)
Purchase and retirement of common stock upon vesting of RSUs	(363		)	—			—			—			—		(363		)
Repayments under Revolving Credit Facility, net	—			(18,000		)	—			—			—		(18,000		)
Proceeds from issuance of 15% Unsecured Term Loan due 2017	—			50,000			—			—			—		50,000
Repayment of 15% Unsecured Term Loan due 2017	—			(15,000		)	—			—			—		(15,000		)
Proceeds from issuance of Term Loan Facility due 2017	—			360,000			—			—			—		360,000
Borrowings under ABL Facility due 2017	—			266,700			—			—			—		266,700
Repayments under ABL Facility due 2017	—			(163,900		)	—			—			—		(163,900		)
Intercompany advances	(1,614		)	65,307			(64,526		)	833			—		—
Net cash (used in) provided by financing activities	(1,977		)	74,270			(66,939		)	833			—		6,187
Effect of exchange rate changes on cash and cash equivalents	—			—			7			154			—		161
Net increase (decrease) in cash and cash equivalents	—			4,273			(222		)	(285		)	—		3,766
Cash and cash equivalents at beginning of period	—			5,763			286			2,061			—		8,110
Cash and cash equivalents at end of period	$	—		$	10,036		$	64		$	1,776		$	—	$	11,876