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, 2006.
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:
Cenveo 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 principal executive office:
Cenveo, Inc.
One Canterbury Green
201 Broad Street
Stamford, CT 06901
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
Year Ended December 31, 2006
With Report of Independent Registered Public Accounting Firm
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Audited Financial Statements and Supplemental Schedule
Year Ended December 31, 2006
CONTENTS
Report of Independent Registered Public Accounting Firm.....................1
Audited Financial Statements
Statements of Net Assets Available for Benefits.............................2
Statement of Changes in Net Assets Available for Benefits...................3
Notes to Financial Statements...............................................4-9
Supplemental Schedule
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year).............10
Signatures..................................................................11
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm.....12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
THE TRUSTEES AND PARTICIPANTS OF
CENVEO 401(k) SAVINGS AND RETIREMENT PLAN FOR UNION EMPLOYEES
We have audited the accompanying statements of net assets available for plan
benefits of Cenveo 401(k) Savings and Retirement Plan for Union Employees (the
"Plan") as of December 31, 2006 and 2005, the related statement of changes in
net assets available for plan benefits for the year ended December 31, 2006.
These financial statements and supplemental schedule are the responsibility of
the Plan's management. Our responsibility is to express an opinion on the
financial statements based on our audits.
We conducted our audit 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 also 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 provides 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, 2006 and 2005 and the changes in net assets available for
benefits for the year then ended December 31, 2006 in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held at end of year) as of December 31, 2006, is presented for purpose of
additional analysis and is not a required part of the financial statements but
is 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in our audit of the financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ O'Connor Davies Munns & Dobbins, LLP
Harrison, New York
July 9, 2007
1
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Statements of Net Assets Available for Benefits
December 31,
2006 2005
------------ ------------
ASSETS
Investments (at fair value)
Mutual funds $ 3,603,171 $ 2,578,303
Common collective trusts 4,912,993 4,140,549
Cenveo common stock 1,530,968 988,722
Participant loans 606,325 411,812
------------ ------------
Total Investments 10,653,457 8,119,386
------------ ------------
Receivables
Employee contributions 11,165 42,182
Employer contributions 23,116 7,671
------------ ------------
Total Receivables 34,281 49,853
------------ ------------
Total Assets $ 10,687,738 $ 8,169,239
============ ============
LIABILITIES $ - $ -
------------ ------------
Net Assets Reflecting All Investments at Fair Value 10,687,738 8,169,239
------------ ------------
Adjustment from fair value to contract value for fully
benefit responsive investment contracts 2,599 507
------------ ------------
Net Assets Available for Benefits $ 10,690,337 $ 8,169,746
============ ============
See notes to financial statements
2
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
ADDITIONS
Contributions
Employee $ 668,028
Employer 422,353
Asset transfers from other plans 972,336
-------------
Total Contributions 2,062,717
-------------
Investment Income
Net appreciation in fair value of investments 1,204,731
Interest and dividend income 316,397
-------------
Total Investment Income 1,521,128
-------------
Total Additions 3,583,845
-------------
DEDUCTIONS
Payment of benefits to participants 1,060,970
Administrative expenses 2,284
-------------
Total Deductions 1,063,254
-------------
Net Change 2,520,591
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 8,169,746
-------------
End of Year $ 10,690,337
=============
See notes to financial statements
3
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
The following description of the Cenveo 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 an
earnings deferral plan of Cenveo, Inc. (the "Company") for union
employees. Full-time employees, where collectively bargained, become
eligible according to the terms of the collective bargaining
agreements. The Plan is subject to provisions of the Employee
Retirement Income Securities Act of 1974 ("ERISA"). All Plan assets
are held by the Plan trustee, Mercer Trust Company ("Mercer"),
formerly Putnam Fiduciary Trust Company.
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 rollover distributions from other qualified defined
benefit or defined contribution plans. The Company matches
participant contributions to the Plan in accordance with their
respective union agreements. The Company also makes flat rate
contributions in accordance with a union agreement for selected
participants. Additional amounts may be contributed at the option
of the Company's Board of Directors. No such additional
contributions were approved for 2006.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions and withdrawals, as applicable, the Company
contributions and allocations of Plan earnings, and is charged with
an allocation of administrative expenses.
VESTING
Participants are 100% vested in their contributions at all times.
Vesting in Company matching contributions accrue 20% for each year of
service. Upon reaching five years of service, all Company matching
contributions are fully vested. Years of service attributable to
predecessor companies prior to a participant being employed by the
Company are recognized in full for vesting purposes. All Company
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.
4
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN (CONTINUED)
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 participant's non-forfeitable 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 in the Plan
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.
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.
FORFEITURES
Upon termination by a participant, Company matching contributions
that have not vested are used to offset administrative expenses and
to reduce future Company contributions. At December 31, 2006 and
2005 forfeited non-vested accounts totaled $2,550 and $370,
respectively. These accounts will be used to reduce future employer
contributions and plan expenses. Non-vested forfeitures had no
impact on employer contributions in 2006.
PLAN TERMINATION
Although it has not expressed intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions
of the ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
CONCENTRATION OF MARKET AND CREDIT RISK
The Plan offers various investment options by which participants may
invest their account balances in any combination of mutual funds or
common collective trust funds. Investment securities are exposed to
various risks such as interest rate, market, and credit risk. Due to
the level of risk associated with certain investment securities, it
is at least reasonably possible that changes could materially affect
participants' account balances and the amounts reported in the
statements of net assets available for benefits.
5
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Notes to Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are recorded in the financial statements at
fair value based on published market values, except for certain common
collective trust funds which are at contract value 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 fair value of
investments in the statement of changes in net assets available for
benefits. Realized gains (losses) on sales of investments are
determined using the average-cost basis.
New Accounting Pronouncement
As described in Financial Accounting Standards Board Staff Position,
FSP AAG INV-1 and SOP 94-4-1, Reporting of Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to
the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the "FSP"), investment contracts held
by a defined-contribution plan are required to be reported at fair
value. However, contract value is the relevant measurement attribute
for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive
investment contracts, because contract value is the amount
participants would receive if they were to initiate permitted
transactions under the terms of the plan. As required by the FSP, the
Statements of Net Assets Available for Benefits presents the
adjustment of the fair value of the investment contracts from fair
value to contract value. Prior year balances have been reclassified
accordingly. The Statement of Changes in Net Assets Available for
Benefits is prepared on a contract value basis.
The Plan recognizes income, expenses and other changes in net assets
available for benefits using the accrual method of accounting.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
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.
6
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Notes to Financial Statements
3. 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.
Subsequent to this determination, 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, as
amended, is qualified and the related trust is tax exempt.
4. INVESTMENTS
INVESTMENT CONTRACTS
The Plan invests in an investment contract called the Putnam Stable
Value Fund ("Putnam"). Putnam maintains the contributions in a common
collective trust account. The account is credited with earnings on
the underlying investments and charged for Plan withdrawals and
administrative expenses charged by Putnam. The contract is included
in the financial statements at contract value, (which represents
contributions made under the contract, plus earnings, less
withdrawals and administrative expenses) because it is fully benefit
responsive. Participants may ordinarily directly withdraw or
transfer all or a portion of their investment at contract value.
There are no reserves against contract value for credit risk of the
contract issuer or otherwise. The fair value of the investment
contract at December 31, 2006 and 2005 was $2,043,214 and $1,810,017,
respectively. For the Plan years ended December 31, 2006 and 2005,
the average yield and crediting interest rates were approximately five
percent. The crediting interest rate is based on an agreed-upon
formula with the issuer, but cannot be less than zero.
Investments that represent 5% or more of the net assets
available for benefits at December 31, are as follows:
2006 2005
---------- ----------
Fair Value
Mutual funds:
The George Putnam Fund of Boston $ 973,494 $ 918,530
PIMCO Total Return Fund 556,406 492,689
Harbor Capital International Fund 544,827 *
Common Collective Trusts:
Putnam S&P 500 Index Fund 2,869,779 2,330,532
Cenveo Common Stock 1,530,968 988,722
Participant Loans 606,325 411,812
Contract Value
Putnam Stable Value Fund 2,045,813 1,810,524
* Investment represents less than 5% of net assets
7
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Notes to Financial Statements
4. INVESTMENTS (CONTINUED)
The Plan's investments (including investments purchased, sold and
held during the year) appreciated in fair value for the year ended
December 31, 2006 as follows:
Mutual Funds $ 237,973
Common Collective Trusts 382,139
Cenveo Common Stock 584,619
----------
$1,204,731
==========
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.
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500 for the year
ended December 31 as follows:
2006 2005
----------- -----------
Net assets available for benefits per the
financial statements $10,690,337 $ 8,169,746
Employer contributions receivable (23,116) (7,671)
Employee contributions receivable (11,165) (42,182)
Deemed distributions (24,446) (8,475)
Adjustment from fair value to contract value
for fully benefit-responsive investment contracts (2,599) -
----------- -----------
Net assets available for benefits per the
Form 5500 $10,629,011 $ 8,111,418
=========== ===========
8
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Notes to Financial Statements
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of contributions per the financial
statements to the Form 5500 for the year ended December 31, 2006:
Employer Employee
Contributions Contributions
------------- -------------
Contributions per the financial statements $422,353 $668,028
Contribution receivable not recorded on the
Form 5500 at December 31, 2005 7,671 42,182
Contribution receivable not recorded on the
Form 5500 at December 31, 2006 (23,116) (11,165)
-------- --------
Contributions per the Form 5500 $406,908 $699,045
======== ========
9
CENVEO 401(k) SAVINGS AND
RETIREMENT PLAN FOR UNION EMPLOYEES
Supplemental Schedule
December 31, 2006
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) EIN 84-1250534
Plan #007
(c) Description of
Investment, Including
(b) Identity of Issue Maturity Date, Par or (e) Current
(a) Borrower, Lessor, or Similar Party Maturity Value Value
--- -------------------------------------- --------------------- ----------
Mutual Funds:
American Beacon Large Cap Value Fund 10,069 $ 229,364
Goldman Sachs Structured Small Cap Equity Fund 25,127 360,316
Harbor Capital International Fund 8,847 544,827
PIMCO Total Return Fund 53,604 556,406
T. Rowe Price Blue Chip Growth Fund 5,051 180,709
* Growth Fund Putnam Asset Allocation 22,751 324,660
* Balanced Fund Putnam Asset Allocation 28,294 350,281
* Conservative Fund Putnam Asset Allocation 8,516 83,114
* The George Putnam Fund of Boston 53,814 973,494
* Cenveo Common Stock 72,215 1,530,968
Common Collective Trusts:
* Putnam Stable Value Fund 2,045,813 2,045,813
* Putnam S&P 500 Index Fund 77,207 2,869,779
* Participant Loans 4.75% - 10.50%** 606,325
-----------
$10,656,056
===========
*Investments represent a party-in-interest
**Interest Rates - Maturing from January 2007
through December 2011
See report of independent registered public accounting firm
10
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: July 9, 2007 Cenveo 401(k) Savings and Retirement Plan
for Union Employees
/s/ Sean S. Sullivan
--------------------
Sean S. Sullivan
Chief Financial Officer
11