SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
/X/ Annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934 [no fee required, effective October 7, 1996] for the year
ended December 31, 2003.
OR
/_/ Transition report pursuant to section 15(d) of the Securities Exchange
Act of 1934 [no fee required]
Commission file number 1-12551
A. Full title of the Plan:
Mail-Well Corporation 401(k) Savings and Retirement Plan for Union
Employees
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principle executive office:
Cenveo, Inc.
8310 South Valley Highway
Suite 400
Englewood, Colorado 80112
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees
December 31, 2003 and 2002,and December 30, 2002, and for the year ended
December 31, 2003 and the day ended December 31, 2002 with Report of
Independent Registered Public Accounting Firm
Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees
Financial Statements
and Supplemental Schedules
Year ended December 31, 2003 and day ended December 31, 2002
CONTENTS
Report of Independent Registered Public Accounting Firm.....................1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............................2
Statements of Changes in Net Assets Available for Benefits..................3
Notes to Financial Statements...............................................4
Supplemental Schedules
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2003.......................................................10
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2002.......................................................11
Report of Independent Registered Public Accounting Firm
The Trustees and Participants of
Mail-Well Corporation 401(k)
Savings and Retirement Plan for Union Employees
We have audited the accompanying statements of net assets available for
benefits of Mail-Well Corporation 401(k) Savings and Retirement Plan for
Union Employees as of December 31, 2003 and 2002, and December 30, 2002, and
the related statements of changes in net assets available for benefits for
the year ended December 31, 2003 and the day ended December 31, 2002. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
at December 31, 2003 and 2002, and December 30, 2002, and the changes in its
net assets available for benefits for the year ended December 31, 2003 and
the day ended December 31, 2002, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets (held at end of year) as of December 31, 2003 and 2002,
are presented for purposes of additional analysis and are not a required
part of the financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Denver, Colorado
June 23, 2004
1
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Statements of Net Assets Available for Benefits
DECEMBER 31 DECEMBER 30
2003 2002 2002
--------------------------------------------------------
Investments, at fair value:
Mutual funds $ 2,519,692 $ 1,895,373 $ 1,891,494
Common collective trusts 2,842,300 2,241,305 2,235,496
Mail-Well common stock 369,310 226,160 234,403
Participant loans 345,358 263,652 263,652
--------------------------------------------------------
Total investments 6,076,660 4,626,490 4,625,045
Receivables:
Employee contributions 18,693 22,735 22,735
Employer contributions 3,457 14,356 14,356
--------------------------------------------------------
Total receivables 22,150 37,091 37,091
--------------------------------------------------------
Net assets available for benefits $ 6,098,810 $ 4,663,581 $ 4,662,136
========================================================
See accompanying notes.
2
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DAY ENDED
DECEMBER 31 DECEMBER 31
2003 2002
-------------------------------------
Additions (deductions)
Investment income:
Net appreciation (depreciation) in fair value of investments $ 796,940 $ (4,914)
Interest and dividend income 132,349 6,359
-------------------------------------
929,289 1,445
Contributions:
Employee contributions 502,701 -
Employer contributions 335,685 -
Rollover contributions 6,692 -
-------------------------------------
845,078 -
Asset transfers to other plans (23,898) -
Plan expenses (13,779) -
Payment of benefits to participants (301,461) -
-------------------------------------
Increase in net assets available for benefits 1,435,229 1,445
Net assets available for benefits, beginning of year 4,663,581 4,662,136
-------------------------------------
Net assets available for benefits, end of year $ 6,098,810 $ 4,663,581
=====================================
See accompanying notes.
3
Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees
Notes to Financial Statements
December 31, 2003
1. DESCRIPTION OF PLAN
The following description of the Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees (the Plan) provides only general
information. Participants should refer to the Plan document for a complete
description of the Plan's provisions.
GENERAL
The Plan was adopted effective December 1, 1999. The Plan is a salary
deferral plan of Mail-Well Corporation (the Company) for union employees.
Full-time salaried union employees become eligible the first day of the
month following one year of service. Eligible employees, where collectively
bargained, become eligible according to the terms of the collective
bargaining agreements.
On April 29, 2004, the shareholder's approved the change of the Company's
name from Mail-Well to Cenveo. On December, 30, 2002, the Company changed
its plan year to a calendar year creating a one-day plan year of December
31, 2002.
CONTRIBUTIONS
Each year, participants may contribute up to 15% of pretax annual
compensation, as defined in the Plan document and as limited by the Internal
Revenue Service. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans. The Company contributes 50% of the first 6% of base compensation that
a participant contributes to the Plan. Additional amounts may be contributed
at the option of the Company's Board of Directors. No such additional
contributions were approved for 2003.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions
and withdrawals, as applicable, and allocations of Company contributions and
Plan earnings, and is charged with an allocation of administrative expenses.
4
Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees
Notes to Financial Statements (continued)
December 31, 2003
1. DESCRIPTION OF PLAN (CONTINUED)
VESTING
A participant is 100% vested in their contributions at all times. Vesting in
employer matching contributions occurs 20% for each year of service. Upon
reaching five years of service, all employer matching contributions are
fully vested. Years of service attributable to predecessor companies prior
to such individual being employed by the Company are recognized in full for
vesting purposes. All employer matching contributions become fully vested
upon retirement, disability, or death of the participant.
INVESTMENT OPTIONS
Upon enrollment in the Plan, participants may elect to invest their
contributions in a variety of investment options offered by the Plan.
LOANS TO PARTICIPANTS
Participants may borrow from the Plan a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or 50% of their vested interest in the Plan.
Such loans bear an interest at the prime rate (as published in The Wall
Street Journal) plus 1% and are collateralized by the participants'
nonforfeitable interest in the Plan. Loans must be repaid within five years
unless they are for the purchase of a principal residence, in which event
they may be repaid over a period up to a maximum of 10 years.
PAYMENT OF BENEFITS
Upon retirement or termination of service, participants may roll their
account balance into another qualified retirement savings account, withdraw
their vested account balance less applicable taxes in a lump-sum payment, or
leave their account balance with the Company until normal retirement age if
their account balance is greater than $5,000. The Plan provides for advance
distribution for hardship if certain conditions are met.
5
Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
EXPENSES
Certain of the Plan's administrative expenses are paid by the Company. All
other administrative expenses are paid by the Plan and allocated to
participant accounts. Participants pay fees for loans and withdrawals.
FORFEITURES
Upon termination by a participant, employer matching contributions that have
not vested are used to offset administrative expenses. The balance of
forfeited non-vested accounts was not material as of December 31, 2003 and
2002, and December 30, 2002.
PLAN TERMINATION
Although it has not expressed an intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of the Employee Retirement Income
Security Act of 1974. In the event of Plan termination, participants will
become 100% vested in their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan recognizes income, expenses and other changes in net assets
available for benefits using the accrual method of accounting.
The Plan's investments are recorded in the financial statements at fair
value based on published market values except common collective trust funds
and participant loans which are stated at face value, which approximates
fair value. Unrealized and realized appreciation (depreciation) of
investments during the period is included in net appreciation in fair value
of investments. Realized gains and losses on sales of investments are
determined using the average-cost basis.
6
Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that
affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. FEDERAL INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue
Service dated July 17, 2003, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the
related trust is exempt from taxation. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its qualification. The
Plan administrator believes that the Plan is being operated in compliance
with the applicable requirements of the Code and, therefore, believes that
the Plan is qualified and the related trust is tax-exempt.
4. INVESTMENTS
For the year ended December 31, 2003 and the day ended December 31, 2002,
the Plan's investments (including investments purchased, sold and held
during the period) appreciated in fair value as follows:
YEAR ENDED DAY ENDED
DECEMBER 31 DECEMBER 30
2003 2002
-------------------------------------
Mutual funds $ 356,315 $ 3,292
Common collective trusts 281,587 842
Common stock 159,038 (9,048)
----------------------------------
$ 796,940 $(4,914)
==================================
6
Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
The fair values of individual investments that represent 5% or more of the
Plan's net assets at December 31, 2003 and 2002, and December 30, 2002 are
as follows:
DECEMBER 31 DECEMBER 30
2003 2002 2002
--------------------------------------------------------
Mutual funds:
Putnam Investors Fund $ 668,183 $ 477,867 $ 477,330
The George Putnam Fund of Boston 762,657 592,040 591,242
PIMCO Total Return 451,578 420,013 418,622
Putnam S&P 500 Index Fund 1,299,091 910,687 909,846
Putnam Stable Value Fund 1,543,209 1,330,618 1,325,650
Mail-Well Common Stock 369,310 263,652 234,403
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The financial statements are prepared on the accrual basis of accounting and
the Form 5500 is prepared on the cash basis of accounting by the Plan's
trustee.
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
DECEMBER 31 DECEMBER 30
2003 2002 2002
--------------------------------------------------------
Net assets available for benefits per the
financial statements $ 6,098,810 $ 4,663,581 $ 4,662,136
Employer's contribution receivable (3,457) (14,356) (14,356)
Employee contributions receivable (18,693) (22,735) (22,735)
--------------------------------------------------------
Net assets available for benefits per the
Form 5500 $ 6,076,660 $ 4,626,490 $ 4,625,045
========================================================
7
Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees
Notes to Financial Statements (continued)
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of contributions to participant accounts
per the financial statements to the Form 5500 for the year ended December
31, 2003:
EMPLOYER EMPLOYEE
CONTRIBUTIONS CONTRIBUTIONS
---------------------------------
Contributions made to participant accounts
per the financial statements $ 335,685 $ 502,701
Contribution receivable not recorded on the
Form 5500 at December 31, 2002 14,356 22,735
Contribution receivable not recorded on the
Form 5500 at December 31, 2003 (3,457) (18,693)
---------------------------------
Contributions made to participant accounts
per the Form 5500 $ 346,584 $ 506,743
=================================
8
SUPPLEMENTAL SCHEDULES
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
EIN: 84-1250534--Plan: No. 007
December 31, 2003
DESCRIPTION/
NUMBER CURRENT
IDENTITY OF ISSUE OF SHARES VALUE
----------------------------------------------------------------------------------------------------------------
Mutual Funds:
Putnam Investors Fund* 59,079 $ 668,183
The George Putnam Fund of Boston* 44,809 762,657
PIMCO Total Return 42,164 451,578
Algers Small Cap Fund 11,306 175,812
Growth Fund Putnam Asset Allocation* 6,088 61,612
Balanced Fund Putnam Asset Allocation* 7,122 70,366
Conservative Fund Putnam Asset Allocation* 5,445 48,079
The Putnam Fund for Growth & Income* 5,124 90,848
Putnam International Growth Fund* 9,170 190,557
Mail-Well Common Stock* 80,111 369,310
Common Collective Trusts:
Putnam Stable Value Fund* 1,543,209 1,543,209
Putnam S&P 500 Index Fund* 46,764 1,299,091
Participant loans 7.0% - 10.5% 345,358
---------------
$ 6,076,660
===============
*Investments with a party-in-interest.
10
Mail-Well Corporation 401(k) Savings and Retirement Plan
for Union Employees
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
EIN: 84-1250534--Plan: No. 007
December 31, 2002
DESCRIPTION/
NUMBER CURRENT
IDENTITY OF ISSUE OF SHARES VALUE
----------------------------------------------------------------------------------------------------------------
Mutual Funds:
Putnam Investors Fund* 53,633 $ 477,867
The George Putnam Fund of Boston* 39,922 592,040
PIMCO Total Return 39,364 420,013
Algers Small Cap Fund 8,676 95,084
Growth Fund Putnam Asset Allocation* 3,509 27,970
Balanced Fund Putnam Asset Allocation* 6,597 55,220
Conservative Fund Putnam Asset Allocation* 4,233 33,613
The Putnam Fund for Growth & Income* 4,399 62,295
Putnam International Growth Fund* 7,946 131,271
Mail-Well Common Stock* 90,464 226,160
Common Collective Trusts:
Putnam Stable Value Fund* 1,330,618 1,330,618
Putnam S&P 500 Index Fund* 42,084 910,687
Participant loans, 7.0%-10.5%* 7.0% - 10.5% 263,652
---------------
$ 4,626,490
===============
*Investments with a party-in-interest.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
DATE: June 28, 2004 Mail-Well Corporation Savings and Retirement Plan
for Union Employees
/s/ Michel P. Salbaing
Michel P. Salbaing
Sr. Vice President - Chief Financial Officer