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, 2004.
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.
8310 South Valley Highway
Suite 400
Englewood, CO 80112
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k)
Savings and Retirement Plan for Union Employees)
Year ended December 31, 2004
With Report of Independent Registered Public Accounting Firm
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees)
Financial Statements
and Supplemental Schedule
Year ended December 31, 2004
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
Supplemental Schedule
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2004...................................................11
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
benefits of Cenveo 401(k) Savings and Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan for Union
Employees) as of December 31, 2004 and 2003, and the related statement of
changes in net assets available for benefits for the year ended December 31,
2004. 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. We were
not engaged to perform an audit of the Plan's internal control over
financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and 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, 2004 and 2003, and the changes in its net assets available
for benefits for the year ended December 31, 2004, 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
schedule of assets (held at end of year) as of December 31, 2004, is
presented for purposes 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 audits
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/ Ernst & Young LLP
Denver, Colorado
June 24, 2005
1
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees)
Statements of Net Assets Available for Benefits
DECEMBER 31
2004 2003
--------------------------
Investments, at fair value:
Mutual funds $2,182,957 $2,519,692
Common collective trusts 3,998,809 2,842,300
Cenveo common stock 277,214 369,310
Participant loans 324,233 345,358
--------------------------
Total investments 6,783,213 6,076,660
Receivables:
Employee contributions 30,324 18,693
Employer contributions 5,699 3,457
--------------------------
Total receivables 36,023 22,150
--------------------------
Net assets available for benefits $6,819,236 $6,098,810
==========================
See accompanying notes.
2
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees)
Statement of Changes in Net Assets Available for Benefits
YEAR ENDED
DECEMBER 31, 2004
-----------------
Additions (deductions)
Investment income:
Net appreciation in fair value of investments $ 231,239
Interest and dividend income 152,585
----------
383,824
Contributions:
Employee contributions 550,468
Employer contributions 281,395
----------
831,863
Net asset transfers to other plans (6,120)
Plan expenses (21,961)
Payment of benefits to participants (467,180)
----------
Increase in net assets available for benefits 720,426
Net assets available for benefits, beginning of year 6,098,810
----------
Net assets available for benefits, end of year $6,819,236
==========
See accompanying notes.
3
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees)
Notes to Financial Statements
December 31, 2004
1. DESCRIPTION OF PLAN
The following description of the Cenveo 401(k) Savings and Retirement Plan
for Union Employees, formerly 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 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.
On April 29, 2004, the shareholders of the Company approved the change of
the Company's name from Mail-Well, Inc. to Cenveo, Inc.
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. Additional amounts may be contributed
at the option of the Company's Board of Directors. No such additional
contributions were approved for 2004.
On August 2, 2004, assets of $20,923 of the Cenveo, Inc. Employee Stock
Ownership Plan ("ESOP") were transferred into the Plan. The vested and
unvested shares of the ESOP participants were transferred to the Plan.
During 2004, assets of $27,043 were transferred to the Cenveo 401(k) Savings
and Retirement Plan.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions
and withdrawals, as applicable, the Company's contributions and allocations
of Plan earnings, and is charged with an allocation of administrative
expenses.
4
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees)
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
VESTING
Participants are 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 a participant 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 participant's
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
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly 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 and to reduce employer
contributions. The balance of forfeited nonvested accounts was not
significant as of December 31, 2004 and 2003.
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.
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 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.
6
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees)
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
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 for certain 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 in the statement of changes in net assets available for
benefits. Realized gains and losses on sales of investments in the statement
of changes in net assets available for benefits are determined using the
average-cost basis.
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. Subsequent to the 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.
7
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees)
Notes to Financial Statements (continued)
4. INVESTMENTS
For the year ended December 31, 2004, the Plan's investments (including
investments purchased, sold and held during the period)
appreciated/(depreciated) in fair value as follows:
YEAR ENDED
DECEMBER 31,
2004
--------------------
Mutual funds $ 128,922
Common collective trusts 219,377
Cenveo common stock (117,060)
--------------------
$ 231,239
====================
Investments that represent 5% or more of the Plan's net assets at December
31, 2004 and 2003, are as follows:
DECEMBER 31
2004 2003
--------------------------------------
Mutual funds:
Putnam Investors Fund $ - $ 668,183
The George Putnam Fund of Boston 847,792 762,657
PIMCO Total Return 443,615 451,578
Common Collective Trusts:
Putnam S&P 500 Index Fund 2,307,714 1,299,091
Putnam Stable Value Fund 1,691,095 1,543,209
Cenveo Common Stock * 369,310
* Investment represents less than 5% of net assets
8
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly 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
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
2004 2003
-----------------------------------
Net assets available for benefits per the
financial statements $ 6,819,236 $ 6,098,810
Employer's contribution receivable (5,699) (3,457)
Employee contributions receivable (30,324) (18,693)
Deemed distributions (6,353) (11,534)
-----------------------------------
Net assets available for benefits per the
Form 5500 $ 6,776,860 $ 6,065,126
===================================
The following is a reconciliation of contributions to participant accounts
per the financial statements to the Form 5500 for the year ended December
31, 2004:
EMPLOYER EMPLOYEE
CONTRIBUTIONS CONTRIBUTIONS
------------------------------------
Contributions made to participant accounts
per the financial statements $ 281,395 $ 550,468
Contribution receivable not recorded on the
Form 5500 at December 31, 2003 3,457 18,693
Contribution receivable not recorded on the
Form 5500 at December 31, 2004 (5,699) (30,324)
----------------------------------
Contributions made to participant accounts
per the Form 5500 $ 279,153 $ 538,837
====================================
The following is a reconciliation of investment income per the financial
statements to the Form 5500 for the year ended December 31, 2004:
Investment income per the financial statements $383,824
Investment income not recorded in the financial statements at
December 31 2004 5,181
----------------
Investment income per the Form 5500 $389,005
================
9
Supplemental Schedule
10
Cenveo 401(k) Savings and
Retirement Plan for Union Employees
(formerly Mail-Well Corporation 401(k) Savings and
Retirement Plan for Union Employees)
EIN: 84-1250534 Plan: No. 007
Schedule H, Line 4(i)--Schedule of Assets
(Held at End of Year)
December 31, 2004
DESCRIPTION/
NUMBER CURRENT
Identity of Issue OF SHARES VALUE
-----------------------------------------------------------------------------------------------------------------
Mutual Funds:
Goldman Sachs Core Small Cap Equity Fund 18,082 $ 245,917
The George Putnam Fund of Boston* 46,813 847,792
PIMCO Total Return 41,576 443,615
T. Rowe Price Blue Chip Growth Fund 285 8,805
Fidelity Diversified International Fund 1,715 49,126
Growth Fund Putnam Asset Allocation* 9,918 110,879
Balanced Fund Putnam Asset Allocation* 11,728 124,556
Conservative Fund Putnam Asset Allocation* 4,061 37,115
The Putnam Fund for Growth & Income* 5,681 110,429
Putnam International Growth Fund* 8,598 204,723
Cenveo Common Stock* 89,424 277,214
Common Collective Trusts:
Putnam Stable Value Fund* 1,691,095 1,691,095
Putnam S&P 500 Index Fund* 75,096 2,307,714
Participant loans* 5.0% - 10.5% 324,233
-------------
$6,783,213
=============
*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 29, 2005 Cenveo Corporation Savings and Retirement Plan
for Union Employees
/s/ Michel P. Salbaing
Michel P. Salbaing
Sr. Vice President - Chief Financial Officer