0001068800-12-000025.txt : 20120301 0001068800-12-000025.hdr.sgml : 20120301 20120229182138 ACCESSION NUMBER: 0001068800-12-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120229 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120301 DATE AS OF CHANGE: 20120229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENVEO, INC CENTRAL INDEX KEY: 0000920321 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 841250533 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12551 FILM NUMBER: 12654906 BUSINESS ADDRESS: STREET 1: ONE CANTERBURY GREEN STREET 2: 201 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2035953000 MAIL ADDRESS: STREET 1: ONE CANTERBURY GREEN STREET 2: 201 BROAD STREET CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL INC DATE OF NAME CHANGE: 19950817 FORMER COMPANY: FORMER CONFORMED NAME: MAIL WELL HOLDINGS INC DATE OF NAME CHANGE: 19940328 8-K 1 form8k.htm form8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 29, 2012

 
CENVEO, INC.

(Exact Name of Registrant as Specified in Charter)



COLORADO
1-12551
84-1250533
(State of Incorporation)
(Commission
(IRS Employer
 
File Number)
Identification No.)


ONE CANTERBURY GREEN
   
201 BROAD STREET
   
STAMFORD, CT                                               
 
06901
(Address of Principal Executive Offices)
 
(Zip Code)


Registrant's telephone number, including area code:  (203) 595−3000

Not Applicable 

 Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

[ ] Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

[ ] Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))

 
 

 

Item 2.02    Results of Operations and Financial Condition.

On February 29, 2012, Cenveo, Inc. (the “Company”) issued a press release announcing its results of operations for the fourth quarter and year ended December 31, 2011.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The foregoing information is intended to be furnished under Item 2.02 “Results of Operations and Financial Condition” in accordance with Securities and Exchange Commission Release No. 33-8400.  Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits
 
(c)       Exhibits.

Exhibit
 
Number
Description
   
99.1
Press Release of Cenveo, Inc. dated February 29, 2012

 
 

 
2

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 29, 2012

CENVEO, INC.


By:       /s/ Mark S. Hiltwein             
Mark S. Hiltwein
Executive Vice President and
Chief Financial Officer

 
3

 

EXHIBIT INDEX


Exhibit
 
Number
Description
   
99.1
Press Release of Cenveo, Inc. dated February 29, 2012



EX-99.1 2 ex99p1.htm ex99p1.htm

Exhibit 99.1

News Release

Cenveo Announces Fourth Quarter and
Full Year 2011 Results

Company completes divestitures of certain non-core operations
 
Company pays down over $41 million in total debt during 4th Quarter
 
4th Quarter Non-GAAP Income from Continuing Operations of $18.2 million, or $0.29 per share
 
4th Quarter Non-GAAP Operating Margins of 9.6%
 
4th Quarter Adjusted EBITDA with discontinued operations of $64.8 million, up 7.6% from 2010

STAMFORD, CT – (February 29, 2012) – Cenveo, Inc. (NYSE: CVO) today announced results for the three months and full year ended December 31, 2011.

During the first quarter of 2012, the Company completed the previously announced sales of its Forms and Business Documents Group (“Documents Group”) and its wide format paper business (collectively the “Discontinued Operations”). For its fiscal year 2011 and prior periods, the Company will be reporting these businesses as discontinued operations in the consolidated financial statements resulting in the reclassification of the Company’s consolidated balance sheets, statements of operations and statements of cash flows to reflect these discontinued operations separately from the Company’s continuing operations.  All results discussed below exclude the results of the Discontinued Operations unless otherwise indicated.

For the three months ended December 31, 2011, net sales were $486.5 million, as compared to $435.0 million for the same period in the previous year, an increase of 11.8%. For the year ended December 31, 2011, net sales were $1.9 billion, compared to $1.7 billion for the prior year, an increase of 11.7%. The increase in net sales was primarily due to the acquisition of MeadWestvaco Corporation’s Envelope Product Group (“EPG”), and growth from direct envelope, custom label, content management, and specialty packaging product lines.
 
 
 
 

 
Operating income was $39.0 million for the three months ended December 31, 2011, compared to $17.5 million for the same period last year. This increase was a result of lower restructuring, impairment and other charges, a lower operating cost structure and contributions from the EPG acquisition. Non-GAAP operating income increased 13.1% to $46.7 million for the three months ended December 31, 2011, compared to $41.3 million for the same period last year. For the year ended December 31, 2011, operating income was $117.8 million, compared to an operating loss of $117.9 million for the prior year. This increase was a result of lower restructuring, impairment and other charges, a lower operating cost structure, and contributions from the EPG acquisition. For the year ended December 31, 2011, non-GAAP operating income increased 14.7% to $157.2 million, compared to $137.1 million for the prior year. Non-GAAP operating income excludes integration, acquisition and other charges, stock-based compensation provision, restructuring, impairment and other charges and divested operations or assets held for sale. A reconciliation of operating income (loss) to non-GAAP operating income is presented in the attached tables.

For the three months ended December 31, 2011, net loss was $14.5 million, or $0.23 per share, compared to a net loss of $9.8 million, or $0.16 per share, for the same period last year.  Net loss for three months ended December 31, 2011 includes income from continuing operations before income taxes, offset by income tax expense and a loss from the Discontinued Operations, primarily due to the write-down of allocated goodwill of $13.5 million related to the Discontinued Operations. The net loss in the same period last year includes a loss from continuing operations before income taxes, offset by an income tax benefit and income from Discontinued Operations.  For the year ended December 31, 2011, net loss was $8.6 million, or $0.14 per share, compared to $186.4 million, or $2.99 per share, for the prior year. The net loss for the year ended December 31, 2011 includes income from continuing operations before income taxes, offset by income tax expense and a loss from Discontinued Operations, primarily due to the write-down of allocated goodwill of $13.5 million related to the Discontinued Operations. The net loss in the prior year includes a loss from continuing operations before income taxes, partially offset by an income tax benefit and income from discontinued operations.

On a non-GAAP basis, income from continuing operations increased 68.8% to $18.2 million, or $0.29 per share, for the three months ended December, 31 2011, compared to $10.8 million, or $0.17 per share, for the three months ended January 1, 2011. For the year ended December 31, 2011, non-GAAP income from continuing operations increased 203.8% to $40.5 million, or $0.64 per share,
 
 
 
2

 
compared to $13.3 million, or $0.21 per share, for the same period last year. These increases are primarily attributable to stronger performance across the majority of the Company’s product lines combined with contributions from the EPG acquisition. Non-GAAP income from continuing operations excludes integration, acquisition and other charges, stock-based compensation provision, restructuring, impairment and other charges, divested operations or assets held for sale, gain on bargain purchase, (gain) loss on early extinguishment of debt and adjusts income taxes to reflect an estimated cash tax rate. A reconciliation of loss from continuing operations to non-GAAP income from continuing operations is presented in the attached tables.

Adjusted EBITDA for the three months ended December 31, 2011 was $62.6 million, compared to $56.0 million for the three months ended January 1, 2011, an increase of approximately 11.7%. Adjusted EBITDA for the year ended December 31, 2011, was $221.6 million, compared to $198.6 million for the year ended January 1, 2011, an increase of approximately 11.6%. For comparative purposes, Adjusted EBITDA, including the results of the Discontinued Operations, for the three months ended December 31, 2011 was $64.8 million, compared to $60.3 million for the same period last year, an increase of approximately 7.6%. Adjusted EBITDA, including the results of the Discontinued Operations, for the year ended December 31, 2011, was $235.1 million, compared to $216.3 million for the prior year, an increase of approximately 8.7%. On a go forward basis, the Company will report Adjusted EBITDA excluding the Discontinued Operations. These increases are primarily attributable to stronger performance across the majority of the Company’s product lines combined with contributions from the EPG acquisition. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, excluding integration, acquisition and other charges, stock-based compensation provision, restructuring, impairment and other charges, gain on bargain purchase, (gain) loss on early extinguishment of debt, divested operations or assets held for sale and (income) loss from discontinued operations, net of taxes. An explanation of the Company’s use of Adjusted EBITDA is detailed below and a reconciliation of net loss to Adjusted EBITDA is provided in the attached tables.

Robert G. Burton, Sr., Chairman and Chief Executive Officer stated:
I am very pleased with our fourth quarter operating results as we saw revenue increases, drove strong improvement in operating income and generated strong cash flows that we used to pay down debt. Combining these results with our recently completed dispositions of non-core businesses demonstrates that our game plan is working. When including the discontinued operations, we were
 
 
 
3

 
able to achieve our financial projections for 2011 delivering adjusted EBITDA of $235.1 million for the year, highlighted by delivering non-GAAP operating income margin of 9.6% for the fourth quarter. We also continued to focus on our capital structure and leverage targets. During the fourth quarter we paid off more than $41 million of debt and amended our credit facility to allow the Company to purchase subordinated debt in the open market.  Our focus on working capital has also begun to produce the desired results as we have lowered our inventory levels by over $25 million since the end of the second quarter.”

“The positive trends, which we have seen across most of our businesses in 2011, continued into the fourth quarter of 2011. Our envelope business posted another quarter of strong organic sales growth of 10%, benefiting from direct mail volumes and favorable product mix. Both our custom and long-run label businesses showed growth driven by improving economic conditions and strong holiday shipments. Our packaging products grew in line with expectations highlighted by performance in our shrink sleeve end markets. Our print markets saw operational improvement as new sales wins in non-traditional end markets and a rebound in our customers marketing spend drove meaningful improvement. Our content management offering continues to grow as our unique global platform continues to benefit from the outsourcing of project management and composition services.”

Mr. Burton concluded:
As we look forward to 2012 and beyond, we believe that our future success will be based on our current operating plan: to invest in our market leading businesses in niche markets; to leverage our low-cost, highly efficient operating platform; and to make disciplined accretive strategic acquisitions. We will continue to focus on de-leveraging our balancing sheet by driving cash flow, improving working capital, and by continuing to push for operational improvement. Based on the current business climate and factoring in our recent divestitures, I expect $230 million to $240 million in Adjusted EBITDA, and approximately $100 million to $110 million free cash flow and expect to end the year with net leverage between 4.5 and 4.7x. I look forward to our conference call tomorrow to discuss in more depth our positive 2012 outlook for Cenveo.”

Conference Call:
Cenveo will host a conference call tomorrow, Thursday, March 1, 2012 at 10:00 a.m. Eastern Time.  The conference call will be available via webcast, which can be accessed via the Internet at www.cenveo.com.

 
4

 





Cenveo, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)
 
   
Three Months Ended
   
Years Ended
 
   
December 31,
2011
   
January 1,
2011
   
December 31,
2011
   
January 1,
2011
 
                         
Net sales
  $ 486,482     $ 435,035     $ 1,909,187     $ 1,708,529  
Cost of sales
    389,019       347,897       1,546,173       1,385,702  
Selling, general and administrative expenses
    52,076       50,231       217,136       203,983  
Amortization of intangible assets
    2,554       2,458       10,306       10,638  
Restructuring, impairment and other charges
    3,835       16,932       17,812       226,150  
     Operating income (loss)
    38,998       17,517       117,760       (117,944 )
Gain on bargain purchase
                (11,720 )      
Interest expense, net
    27,904       28,978       115,968       121,037  
(Gain) loss on early extinguishment of debt
    (4,011 )     6,994       (4,011 )     9,592  
Other expense, net
    9,641       1,212       9,074       2,327  
    Income (loss) from continuing operations before income taxes
    5,464       (19,667 )     8,449       (250,900 )
Income tax  expense (benefit)
    7,227       (7,992 )     9,477       (53,202 )
     Loss from continuing operations
    (1,763 )     (11,675 )     (1,028 )     (197,698 )
(Loss) income from discontinued operations, net of taxes
    (12,765 )     1,922       (7,537 )     11,321  
     Net loss
  $ (14,528 )   $ (9,753 )   $ (8,565 )   $ (186,377 )
Income (loss) per share – basic and diluted:
                               
     Continuing operations
  $ (0.03 )   $ (0.19 )   $ (0.02 )     $ (3.17 )  
     Discontinued operations
    (0.20 )     0.03       (0.12 )     0.18  
     Net loss
  $ (0.23 )   $ (0.16 )   $ (0.14 )   $ (2.99 )
Weighted average shares:
                               
     Basic and Diluted
    63,260       62,725       62,983       62,382  
                                 










 
5

 


Cenveo, Inc. and Subsidiaries
Reconciliation of Loss from Continuing Operations to Non-GAAP Income from Continuing Operations
and Related Per Share Data
(in thousands, except per share data)
(unaudited)
 
   
Three Months Ended
   
Years Ended
 
   
December 31,
2011
   
January 1, 
2011
   
December 31, 
2011
   
January 1, 
2011
 
                         
Loss from continuing operations
  $ (1,763 )   $ (11,675 )   $ (1,028 )   $ (197,698 )
Integration, acquisition and other charges
    11,895       4,802       22,463       14,275  
Stock-based compensation provision
    1,587       2,062       8,716       10,853  
Restructuring, impairment and other charges
    3,835       16,932       17,812       226,150  
Divested operations or asset held for sale
                      3,758  
Gain on bargain purchase
                (11,720 )      
(Gain) loss on early extinguishment of debt
    (4,011 )     6,994       (4,011 )     9,592  
Income tax benefit (expense)
    6,664       (8,326 )     8,226       (53,614 )
    Non-GAAP income from continuing operations
  $ 18,207     $ 10,789     $ 40,458     $ 13,316  
                                 
    Income per share – diluted:
                               
  Continuing operations
  $ (0.03 )   $ (0.19 )   $ (0.02 )   $ (3.15 )
  Integration, acquisition and other charges
    0.19       0.08       0.36       0.23  
  Stock-based compensation provision
    0.03       0.03       0.14       0.17  
  Restructuring, impairment and other charges
    0.06       0.27       0.28       3.60  
  Divested operations or asset held for sale
                      0. 06  
  Gain on bargain purchase
                (0.19 )      
  (Gain) loss on early extinguishment of debt
    (0.06 )     0.11       (0.06 )     0.15  
  Income tax benefit (expense)
    0.10       (0.13 )     0.13       (0.85 )
      Non-GAAP continuing operations
  $ 0.29     $ 0.17     $ 0.64     $ 0.21  
                                 
    Weighted average shares—diluted
    63,333       62,931       63,124       62,845  
                                 



 
6

 


Cenveo, Inc. and Subsidiaries
Reconciliation of Net Loss to Adjusted EBITDA
(in thousands)
(unaudited)
 
   
Three Months Ended
   
Years Ended
 
   
December 31, 2011
   
January 1,
2011
   
December 31, 2011
   
January 1
 2011
 
                         
Net loss
  $ (14,528 )   $ (9,753 )   $ (8,565 )   $ (186,377 )
     Interest expense, net
    27,904       28,978       115,968       121,037  
     Income tax expense (benefit)
    7,227       (7,992 )     9,477       (53,202 )
     Depreciation
    13,348       13,475       53,648       53,214  
     Amortization of intangible assets
    2,554       2,458       10,306       10,638  
     Integration, acquisition and other charges
    11,895       4,802       22,463       14,275  
     Stock-based compensation provision
    1,587       2,062       8,716       10,853  
     Restructuring, impairment and other charges
    3,835       16,932       17,812       226,150  
     Gain on bargain purchase
                (11,720 )      
     (Gain) loss on early extinguishment of debt
    (4,011 )     6,994       (4,011 )     9,592  
     Divested operations or asset held for sale
                      3,758  
     Loss (income) from discontinued operations, net of taxes
    12,765       (1,922 )     7,537       (11,321 )
                                 
Adjusted EBITDA, as defined
  $ 62,576     $ 56,034     $ 221,631     $ 198,617  
                                 
Discontinued Operations Adjusted EBITDA
    2,271       4,217       13,456       17,724  
                                 
Adjusted EBITDA with Discontinued Operations
  $ 64,847     $ 60,251     $ 235,087     $ 216,341  



 
7

 


Cenveo, Inc. and Subsidiaries
Reconciliation of Operating Income (Loss) to Non-GAAP Operating Income
(in thousands)
(unaudited)
 
   
Three Months Ended
   
Years Ended
 
   
December 31, 2011
   
January 1,
2011
   
December 31, 2011
   
January 1,
2011
 
                         
Operating income (loss)
  $ 38,998     $ 17,517     $ 117,760     $ (117,944 )
Integration, acquisition and other charges
    2,320       4,802       12,888       14,275  
Stock-based compensation provision
    1,587       2,062       8,716       10,853  
Divested operations or asset held for sale
                      3,758  
Restructuring, impairment and other charges
    3,835       16,932       17,812       226,150  
                                 
    Non-GAAP operating income
  $ 46,740     $ 41,313     $ 157,176     $ 137,092  
                                 




 
8

 

 Cenveo, Inc. and Subsidiaries
Consolidated Balance Sheets
 (in thousands)

 
   
December 31,
2011
   
January 1,
2011
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 17,753     $ 49,749  
Accounts receivable, net
    288,483       254,453  
Inventories
    133,796       135,072  
Prepaid and other current assets
    72,742       65,615  
Assets of discontinued operations - current
    22,956       23,518  
Total current assets
    535,730       528,407  
Property, plant and equipment, net
    328,567       335,996  
Goodwill
    190,822       192,911  
Other intangible assets, net
    223,563       231,292  
Other assets, net
    79,490       74,720  
Assets of discontinued operations – long - term
    27,416       43,585  
Total assets
  $ 1,385,588     $ 1,406,911  
Liabilities and Shareholders’ Deficit
               
Current liabilities:
               
Current maturities of long-term debt
  $ 8,809     $ 10,098  
Accounts payable
    186,648       163,340  
Accrued compensation and related liabilities
    39,155       30,261  
Other current liabilities
    95,907       97,796  
Liabilities of discontinued operations - current
    5,346       4,216  
Total current liabilities
    335,865       305,711  
Long-term debt
    1,237,534       1,283,905  
Other liabilities
    185,419       149,379  
Liabilities of discontinued operations -  long - term
    8,474       9,247  
Commitments and contingencies
           
Shareholders’ deficit:
               
Preferred stock
           
Common stock
    633       627  
Paid-in capital
    350,390       342,607  
Retained deficit
    (672,847 )     (664,282 )
Accumulated other comprehensive loss
    (59,880 )     (20,283 )
Total shareholders’ deficit
    (381,704 )     (341,331 )
      Total liabilities and shareholders’ deficit
  $ 1,385,588     $ 1,406,911  




 
9

 

 Cenveo, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
 (in thousands)

   
Years Ended
 
   
December 31,
2011
 
January 1,
2011
 
Cash flows from operating activities:
             
Net loss
 
$
(8,565
)
$
(186,377
)
Adjustments to reconcile net loss to net cash provided by operating activities:
             
(Income) loss from discontinued operations, net of taxes
   
7,537
   
(11,321
)
Impairment of goodwill related to discontinued operations
   
13,500
   
 
Depreciation
   
53,648
   
53,214
 
Amortization of intangible assets
   
10,306
   
10,638
 
Non-cash interest expense, net
   
5,277
   
4,716
 
Deferred income taxes
   
11,793
   
(48,815
)
Non-cash taxes
   
   
(4,001
)
Non-cash restructuring, impairment and other charges, net
   
3,853
   
201,781
 
Gain on bargain purchase
   
(11,720
)
 
 
(Gain) loss on early extinguishment of debt
   
(4,011
)
 
9,592
 
Provisions for bad debts
   
2,348
   
5,000
 
Provisions for inventory obsolescence
   
3,416
   
3,681
 
Stock-based compensation provision
   
8,716
   
10,853
 
Loss on sale of assets
   
376
   
81
 
Changes in operating assets and liabilities, excluding the effects of acquired businesses:
             
Accounts receivable
   
(6,912
)
 
3,267
 
Inventories
   
20,860
   
(2,084
)
Accounts payable and accrued compensation and related liabilities
   
11,777
   
(18,171
)
Other working capital changes
   
(14,796
)
 
15,385
 
Other, net
   
(23,585
)
 
2,317
 
Net cash provided by continuing operating activities
   
83,818
   
49,756
 
Net cash (used in) provided by discontinuing operating activities
   
(3,496
)
 
8,830
 
Net cash provided by operating activities
   
80,322
   
58,586
 
Cash flows from investing activities:
             
Cost of business acquisitions, net of cash acquired
   
(59,719
)
 
(40,545
)
Capital expenditures
   
(15,671
)
 
(18,152
)
Proceeds from sale of property, plant and equipment
   
11,114
   
3,539
 
   Net cash used in investing activities of continuing operations
   
(64,276
)
 
(55,158
)
   Net cash used in investing activities of discontinued operations
   
(536
)
 
(879
)
   Net cash used in investing activities
   
(64,812
)
 
(56,037
)
Cash flows from financing activities:
             
       Repayments of Term Loan B due 2016
   
(23,800
)
 
 
       Repayment of 7⅞% senior subordinated notes
   
(8,952
)
 
 
       Repayment of 8% senior subordinated notes
   
(5,363
)
 
 
       Repayments of other long-term debt
   
(6,403
)
 
(7,635
)
Payment of financing related costs and expenses
   
(2,675
)
 
(23,154
)
       Purchase and retirement of common stock upon vesting  of RSUs
   
(1,283
)
 
(1,597
)
       Proceeds from exercise of stock options
   
356
   
1,030
 
       Proceeds from issuance of 8% senior second lien notes 
   
   
397,204
 
       Proceeds from issuance of Term Loan B
   
   
376,200
 
       Repayment of Term Loans
   
   
(683,306
)
(Repayment) borrowings under revolving credit facility, net
   
   
(22,500
)
Net cash (used in) provided by financing activities
   
(48,120)
   
36,242
)
Effect of exchange rate changes on cash and cash equivalents
   
614
   
169
 
          Net (decrease) increase in cash and cash equivalents
   
(31,996
)
 
38,960
 
Cash and cash equivalents at beginning of year
   
49,749
   
10,789
 
Cash and cash equivalents at end of year
 
$
17,753
 
$
49,749
 

 
10

 

###


In addition to results presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”), included in this release are certain non-GAAP financial measures, including Adjusted EBITDA, non-GAAP income from continuing operations, non-GAAP operating income, non-GAAP operating income margin, and free cash flow. Non-GAAP operating income is defined as operating income (loss) excluding integration, acquisition and other charges, stock-based compensation provision, divested operations or asset held for sale and restructuring, impairment and other charges. Non-GAAP operating income margin is calculated by dividing non-GAAP operating income into net sales.  Free cash flow is defined as Adjusted EBITDA less cash interest, cash taxes, and net capital expenditures. These non-GAAP financial measures as defined herein, and should be read in conjunction with GAAP financial measures. A reconciliation of loss from continuing operations to non-GAAP income from continuing operations and operating income (loss) to non-GAAP operating income is presented in the attached tables. These non-GAAP financial measures are not presented as an alternative to cash flows from continuing operations, as a measure of our liquidity or as an alternative to reported net loss as an indicator of our operating performance.  The non-GAAP financial measures as used herein may not be comparable to similarly titled measures reported by competitors.
 
We believe the use of Adjusted EBITDA, non-GAAP income from continuing operations, non-GAAP operating income, non-GAAP operating income margin and free cash flow along with GAAP financial measures enhances the understanding of our operating results and may be useful to investors in comparing our operating performance with that of our competitors and estimating our enterprise value.  Adjusted EBITDA is also a useful tool in evaluating the core operating results of the Company given the significant variation that can result from, for example, the timing of capital expenditures, the amount of intangible assets recorded or the differences in assets’ lives.  We also use Adjusted EBITDA internally to evaluate the operating performance of our segments, to allocate resources and capital to such segments, to measure performance for incentive compensation programs, and to evaluate future growth opportunities.  The non-GAAP financial measures included in this press release are reconciled to their most directly comparable GAAP financial measures in the tables included herein.

Cenveo (NYSE: CVO), headquartered in Stamford, Connecticut, is a leading global provider of print and related resources, offering world-class solutions in the areas of custom labels, specialty packaging, envelopes, commercial print, content management and publisher solutions. The company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With
 
 
 
11

 
approximately 8,400 employees worldwide, we pride ourselves on delivering quality solutions and service every day for our more than 100,000 customers. For more information please visit us at www.cenveo.com.
________________________
 
Statements made in this release, other than those concerning historical financial information, may be considered “forward-looking statements,” which are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such 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 of this release, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from management’s expectations include, without limitation: (i) the recent United States and global economic conditions, which have adversely affected us and could continue to do so; (ii) our substantial level of indebtedness, which 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 that are available to us could further exacerbate our risk exposure from debt; (vi) our ability to successfully integrate acquired businesses into our business; (vii) a decline of our consolidated profitability or profitability within one of our individual reporting units could result in the impairment of our assets, including goodwill, other long-lived assets and deferred tax assets; (viii) intense competition and fragmentation in our industry; (ix) the general absence of long-term customer agreements in our industry, 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 may adversely affect our business; (xii) increases in paper costs and decreases in its availability; (xiii) our labor relations; (xiv) our compliance with environmental laws; (xv) our dependence on key management personnel; (xvi) our dependence upon information technology systems; and (xvii) our international operations and the risks associated with operating outside of the United States. 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 in Cenveo, Inc.’s periodic filings with the SEC, which are available at http://www.cenveo.com.

Inquiries from analysts and investors should be directed to Robert G. Burton, Jr. at (203) 595-3005.


12
 
 
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