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
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
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
Year ended December 31, 2004
With Report of Independent Registered Public Accounting Firm
Cenveo 401(k) Savings and Retirement Plan
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
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........................................................10
Report of Independent Registered Public Accounting Firm
The Trustees and Participants of
Cenveo 401(k) Savings and Retirement Plan
We have audited the accompanying statements of net assets available for
benefits of Cenveo 401(k) Savings and Retirement Plan (formerly
Mail-Well Corporation 401(k) Savings and Retirement Plan) 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
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
Statements of Net Assets Available for Benefits
DECEMBER 31
2004 2003
-----------------------------
Investments, at fair value:
Mutual funds $113,593,723 $129,577,090
Common collective trusts 106,789,919 68,379,117
Cenveo common stock 13,968,709 12,429,772
Participant loans 7,599,259 6,811,486
-----------------------------
Total investments 241,951,610 217,197,465
Receivables:
Employee contributions 691,952 529,894
Employer contributions 245,069 192,373
-----------------------------
Total receivables 937,021 722,267
-----------------------------
Net assets available for benefits $242,888,631 $217,919,732
=============================
See accompanying notes.
2
Cenveo 401(k) Savings and Retirement Plan
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
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 $ 10,359,328
Interest and dividend income 5,340,899
------------
15,700,227
Contributions:
Employee contributions 15,661,050
Employer contributions 5,369,396
Rollover contributions 1,681,402
------------
22,711,848
Asset transfers from other plans 8,960,409
Administrative expenses (128,913)
Payment of benefits to participants (22,274,672)
------------
Increase in net assets available for benefits 24,968,899
Net assets available for benefits, beginning of year 217,919,732
------------
Net assets available for benefits, end of year $242,888,631
============
See accompanying notes.
3
Cenveo 401(k) Savings and Retirement Plan
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
Notes to Financial Statements
December 31, 2004
1. DESCRIPTION OF THE PLAN
The following description of the Cenveo 401(k) Savings and Retirement Plan,
formerly 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 Cenveo, Inc. (the "Company"). Effective December 1, 1999, the Plan
was amended and restated to include only nonunion employees that are not
leased employees. The union employees began a new plan effective December 1,
1999.
Nonunion employees that are not leased employees become eligible the first
day of the month following 30 days of service with the Company if they are
expected to work 1,000 hours in a Plan year, or if they complete 1,000 hours
of service in a consecutive 12-month period. Effective January 1, 2004, the
Plan was amended to provide for automatic 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 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 $5,806,132 of the Cenveo, Inc. Employee Stock
Ownership Plan ("ESOP") were merged into the Plan. The vested and unvested
shares of the ESOP participants were transferred to the Plan.
During 2004, the Company acquired Valco Graphics. Effective December 1,
2004, the Valco Graphics, Inc. Salary Deferral Plan and Trust was merged
into the Plan. Approximately $3 million of funds were transferred into the
plan in conjunction with the plan merger.
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
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
Notes to Financial Statements (Continued)
December 31, 2004
1. DESCRIPTION OF THE 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 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.
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. In 2004, forfeitures of $127,714 were used to fund
administrative expenses and $599,140 to reduce employer contributions.
Forfeited non-vested accounts included in the statements of net assets
available for benefits as of December 31, 2004 and 2003, were $49,124 and
$195,723, respectively.
5
Cenveo 401(k) Savings and Retirement Plan
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
Notes to Financial Statements (Continued)
December 31, 2004
1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
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 value 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 year is included in net appreciation in the 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 on 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 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.
6
Cenveo 401(k) Savings and Retirement Plan
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
Notes to Financial Statements (Continued)
December 31, 2004
4. INVESTMENTS
The Plan's investments (including investments purchased, sold, and held
during the year) appreciated (depreciated) in fair value for the year ended
December 31, 2004 as follows:
Mutual funds $ 7,035,617
Common collective trusts 6,235,230
Cenveo common stock (2,911,519)
-------------------
$ 10,359,328
===================
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:
PIMCO Total Return $ 25,733,897 $ 25,573,589
Goldman Sachs Core Small Cap Equity Fund 14,672,465 -
Putnam International Growth Fund 12,581,388 12,631,301
Putnam Investors Fund - 31,736,144
The George Putnam Fund of Boston 23,361,147 22,194,562
The Putnam Fund for Growth & Income 12,638,411 *
Common Collective Trusts:
Putnam S&P 500 Index Fund 65,123,386 28,392,264
Putnam Stable Value Fund 41,666,533 39,986,853
Cenveo Common Stock 13,968,709 12,429,772
*Investment represents less than 5% of net assets
7
Cenveo 401(k) Savings and Retirement Plan
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
Notes to Financial Statements (Continued)
December 31, 2004
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 $242,888,631 $217,919,732
Employer contributions receivable (245,069) (192,373)
Employee contributions receivable (691,952) (529,894)
Deemed distributions (250,429) (373,160)
-------------------------------
Net assets available for benefits per the
Form 5500 $241,701,181 $216,824,305
===============================
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 $ 5,369,396 $ 15,661,050
Contribution receivable not recorded on the
Form 5500 at December 31, 2003 192,373 529,894
Contribution receivable not recorded on the
Form 5500 at December 31, 2004 (245,069) (691,952)
------------------------------------
Contributions, net of excess contributions, made
to participant accounts per the Form 5500 $ 5,316,700 $ 15,498,992
====================================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 2004:
Benefits paid to participants per the financial statements $22,274,672
Benefit payments recorded in prior year's Form 5500 (78,566)
------------------
Benefits paid to participants per the Form 5500 $22,196,106
==================
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 $15,700,227
Investment income not recorded in the financial statements at December 31,
2004 44,165
------------------
Investment income per the Form 5500 $15,744,392
==================
8
Supplemental Schedule
9
Cenveo 401(k) Savings and Retirement Plan
(formerly Mail-Well Corporation 401(k) Savings and Retirement Plan)
EIN: 84-1250534 Plan: No. 001
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:
PIMCO Total Return 2,411,799 $ 25,733,897
Goldman Sachs Core Small Cap Equity Fund 1,078,858 14,672,465
T. Rowe Price Blue Chip Growth Fund 39,760 1,229,789
Fidelity Diversified International Fund 120,031 3,437,701
Putnam International Growth Fund* 528,408 12,581,388
The George Putnam Fund of Boston* 1,289,958 23,361,147
The Putnam Fund for Growth & Income* 650,124 12,638,411
Growth Fund Putnam Asset Allocation* 719,838 8,047,784
Balanced Fund Putnam Asset Allocation* 901,606 9,575,056
Conservative Fund Putnam Asset Allocation* 253,401 2,316,085
Common Collective Trusts:
Putnam S&P 500 Index Fund* 2,119,212 65,123,386
Putnam Stable Value Fund* 41,666,533 41,666,533
Cenvo Common Stock* 4,506,035 13,968,709
Participant loans* 4.75% - 10.5% 7,599,259
----------------
$ 241,951,610
================
*Investments with a party-in-interest.
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: June 29, 2005 Cenveo 401(k) Savings and Retirement Plan
/s/ Michel P. Salbaing
Michel P. Salbaing
Sr. Vice President - Chief Financial Officer