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
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 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
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
We have audited the accompanying statements of net assets available for
benefits of Mail-Well Corporation 401(k) Savings and Retirement Plan 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 Retirement Plan
Statements of Net Assets Available for Benefits
DECEMBER 31 DECEMBER 30
2003 2002 2002
----------------------------------------------------------
Investments, at fair value:
Mutual funds $ 129,577,090 $ 111,109,481 $ 110,811,715
Common collective trusts 68,379,117 61,718,895 61,550,779
Mail-Well common stock 12,429,772 7,175,371 7,462,118
Participant loans 6,811,486 6,581,268 6,587,780
----------------------------------------------------------
Total investments 217,197,465 186,585,015 186,412,392
Receivables:
Employee contributions 529,894 520,145 520,145
Employer contributions 192,373 294,999 294,999
----------------------------------------------------------
Total receivables 722,267 815,144 815,144
----------------------------------------------------------
Net assets available for benefits $ 217,919,732 $ 187,400,159 $ 187,227,536
==========================================================
See accompanying notes.
2
Mail-Well Corporation 401(k) Savings Retirement Plan
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 $ 31,927,601 $ (42,787)
Interest and dividend income 5,080,366 242,375
---------------------------------------
37,007,967 199,588
Contributions:
Employee contributions 15,149,711 -
Employer contributions 5,758,292 -
Rollover contributions 1,519,526 -
---------------------------------------
22,427,529 -
Asset transfers to other plans (4,315,604) -
Administrative expenses (76,861) -
Payment of benefits to participants (24,523,458) (26,965)
---------------------------------------
Increase in net assets available for benefits 30,519,573 172,623
Net assets available for benefits, beginning of year 187,400,159 187,227,536
---------------------------------------
Net assets available for benefits, end of year $ 217,919,732 $ 187,400,159
=======================================
See accompanying notes.
3
Mail-Well Corporation 401(k) Savings and Retirement Plan
Notes to Financial Statements
December 31, 2003
1. DESCRIPTION OF THE PLAN
The following description of the Mail-Well Corporation 401(k) Savings and
Retirement Plan (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 March 1, 1994. The Plan is a salary deferral
plan of Mail-Well Corporation (the Company). Effective December 1, 1999, the
Plan was amended and restated to only include full-time salaried and
nonunion hourly employees. The union employees began a new plan effective
December 1, 1999.
The full-time salaried and nonunion hourly employees become eligible the
first day of the month following 30 days of service with the Company. The
Plan was amended to provide for negative enrollment in the Plan on behalf of
employees hired or first eligible to participate in the Plan after January
1, 2004.
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 50% 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. In 2003, the Company made an
additional discretionary contribution of $109,927 to the Plan, which was
based on 1% of the select participant groups 2002 compensation.
4
Mail-Well Corporation 401(k) Savings and Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
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 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
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE 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. In 2003, forfeitures
of $39,976 were used to fund administrative expenses and $170,000 to reduce
employer contributions. The balance of forfeited non-vested accounts was
$195,723, as of December 31, 2003. The balance of forfeited non-vested
accounts was not material as of December 31, 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 value except for 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 year is included in net appreciation in the fair
value of investments. Realized gains and losses on sales of investments are
determined on the average-cost basis.
6
Mail-Well Corporation 401(k) Savings and Retirement Plan
Notes to Financial Statements (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 December 24, 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. Subsequent to this issuance of the
determination letter, the Plan was amended. 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
The Plan's investments (including investments purchased, sold, and held
during the year) appreciated in fair value for the year ended December 31,
2003 and the day ended December 30, 2002 as follows:
YEAR ENDED DAY ENDED
DECEMBER 31 DECEMBER 31
2003 2002
-----------------------------------
Mutual funds $20,169,461 $ 225,352
Common collective trusts 6,145,365 18,876
Common stock 5,612,775 (287,015)
-----------------------------------
$31,927,601 $ (42,787)
===================================
7
Mail-Well Corporation 401(k) Savings and Retirement Plan
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:
PIMCO Total Return $25,573,589 $26,499,384 $26,404,631
Putnam International Growth Fund 12,631,301 10,146,602 10,060,325
Putnam Investors Fund 31,736,144 26,759,476 26,735,130
The George Putnam Fund of Boston 22,194,562 19,114,450 19,096,481
The Putnam Fund for Growth
& Income * 10,494,095 10,471,862
Putnam S&P 500 Fund 28,392,264 20,417,909 20,405,141
Putnam Stable Value Fund 39,986,853 41,300,986 41,145,638
Mail-Well Common Stock 12,429,772 * *
*Investment less than 5% of net assets
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 $217,919,732 $187,400,159 $187,227,536
Employer contributions receivable (192,373) (294,999) (294,999)
Employee contributions receivable (529,894) (520,145) (520,145)
---------------------------------------------------------
Net assets available for benefits per the
Form 5500 $217,197,465 $186,585,015 $186,412,392
=========================================================
8
Mail-Well Corporation 401(k) Savings and Retirement Plan
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 $5,758,292 $15,149,711
Contribution receivable not recorded on the
Form 5500 at December 31, 2002 294,999 520,145
Contribution receivable not recorded on the
Form 5500 at December 31, 2003 (192,373) (529,894)
-------------------------------
Contributions made to participant accounts
per the Form 5500 $5,860,918 $15,139,962
===============================
9
SUPPLEMENTAL SCHEDULES
Mail-Well Corporation 401(k) Savings and Retirement Plan
EIN:. 84-1250534--Plan:. No. 001
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2003
DESCRIPTION /
NUMBER CURRENT
IDENTITY OF ISSUE OF SHARES VALUE
------------------------------------------------------------------------------------------------------
Mutual Funds:
PIMCO Total Return 2,387,823 $ 25,573,589
Putnam International Growth Fund* 607,859 12,631,301
Putnam Investors Fund* 2,806,025 31,736,144
The George Putnam Fund of Boston* 1,304,028 22,194,562
The Putnam Fund for Growth & Income* 608,788 10,793,812
Algers Fund 690,068 10,730,556
Growth Fund Putnam Asset Allocation* 587,458 5,945,079
Balanced Fund Putnam Asset Allocation* 830,699 8,207,301
Conservative Fund Putnam Asset Allocation* 199,858 1,764,746
Common Collective Trusts:
Putnam S&P 500 Fund* 1,022,040 28,392,264
Putnam Stable Value Fund* 39,986,853 39,986,853
Mail-Well Common Stock* 2,696,263 12,429,772
Participant loans* 7.0% - 10.5% 6,811,486
---------------
217,197,465
===============
*Investments with a party-in-interest.
10
Mail-Well Corporation 401(k) Savings and Retirement Plan
EIN:. 84-1250534--Plan:. No. 001
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
December 31, 2002
DESCRIPTION /
NUMBER CURRENT
IDENTITY OF ISSUE OF SHARES VALUE
-----------------------------------------------------------------------------------------------------
Mutual Funds:
PIMCO Total Return 2,483,541 $ 26,499,384
Putnam International Growth Fund* 614,201 10,146,602
Putnam Investors Fund* 3,003,308 26,759,476
The George Putnam Fund of Boston* 1,288,904 19,114,450
The Putnam Fund for Growth & Income* 741,108 10,494,095
Algers Fund 595,286 6,524,335
Growth Fund Putnam Asset Allocation* 501,466 3,996,680
Balanced Fund Putnam Asset Allocation* 763,414 6,389,771
Conservative Fund Putnam Asset Allocation* 149,205 1,184,688
Common Collective Trusts:
Putnam S&P 500 Fund* 943,526 20,417,909
Putnam Stable Value Fund* 41,300,986 41,300,986
Mail-Well Common Stock* 2,870,148 7,175,371
Participant loans* 7.0% - 10.5% 6,581,268
----------------
$186,585,015
================
*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 401(k) Savings and Retirement
Plan
/s/ Michel P. Salbaing
Michel P. Salbaing
Sr. Vice President - Chief Financial Officer