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, 2005.
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.
One Canterbury Green
201 Broad Street
Stamford, CT 06901
A U D I T E D F I N A N C I A L S T A T E M E N T S A N D
S U P P L E M E N T A L S C H E D U L E
Cenveo 401(k) Savings and Retirement Plan
Year ended December 31, 2005
With Report of Independent Registered Public Accounting Firm
Cenveo 401(k) Savings and Retirement Plan
Audited Financial Statements and Supplemental Schedule
Year ended December 31, 2005
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)..............9
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 the Cenveo 401(k) Savings and Retirement Plan as of December 31,
2005 and 2004, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2005. 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, 2005 and 2004, and the changes in its net assets available
for benefits for the year ended December 31, 2005, 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, 2005 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
-----------------------
Stamford, Connecticut
June 28, 2006
1
Cenveo 401(k) Savings and Retirement Plan
Statements of Net Assets Available for Benefits
DECEMBER 31,
2005 2004
---- ----
Non-interest bearing cash $ 516,516 $ -
Investments:
Mutual funds 124,532,358 113,593,723
Common collective trusts 104,096,401 106,789,919
Cenveo common stock 32,652,404 13,968,709
Participant loans 8,715,362 7,599,259
------------ ------------
Total investments 269,996,525 241,951,610
Receivables:
Employee contributions 1,029,038 691,952
Employer contributions 372,681 245,069
------------ ------------
Total receivables 1,401,719 937,021
------------ ------------
Net assets available for benefits $271,914,760 $242,888,631
============ ============
See accompanying notes.
2
Cenveo 401(k) Savings and Retirement Plan
Statement of Changes in Net Assets Available for Benefits
YEAR ENDED
DECEMBER 31, 2005
-----------------
ADDITIONS (DEDUCTIONS)
Investment income:
Net appreciation in fair value of investments $ 39,187,992
Interest and dividend income 7,133,995
------------
46,321,987
Contributions:
Employee contributions 15,702,606
Employer contributions 6,052,704
Rollover contributions 885,688
------------
22,640,998
Asset transfers to other plans (186,913)
Administrative expenses (204,703)
Payment of benefits to participants (39,545,240)
------------
Net increase 29,026,129
Net assets available for benefits, beginning of year 242,888,631
------------
Net assets available for benefits, end of year $271,914,760
============
See accompanying notes.
3
Cenveo 401(k) Savings and Retirement Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
The following description of the Cenveo 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"). The Plan includes only nonunion
employees that are not leased employees. 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.
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.
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. During 2005, the Company contributed 50% of the first 6% of base
compensation that a participant contributed to the Plan. At the option of
the Company's Board of Directors, additional amounts may be contributed to
the plan. No such additional contributions were approved for 2005.
Effective January 1, 2006, the Company is no longer making a matching
contribution to the Plan.
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.
4
Cenveo 401(k) Savings and Retirement Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants are 100% vested in their contributions at all times. Vesting in
Company matching contributions occurs 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.
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 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 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, Company matching contributions that have
not vested are used to offset administrative expenses and to reduce future
Company contributions.
5
Cenveo 401(k) Savings and Retirement Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN (CONTINUED)
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 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
INVESTMENT VALUATION AND INCOME RECOGNITION
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 are determined
on the average-cost basis.
The Plan recognizes income, expenses, and other changes in net assets
available for benefits using the accrual method of accounting.
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.
3. 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 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.
6
Cenveo 401(k) Savings and Retirement Plan
Notes to Financial Statements
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,
2005 as follows:
Mutual funds $3,383,039
Common collective trusts 2,895,436
Cenveo common stock 32,909,517
-----------
$39,187,992
===========
Investments that represent 5% or more of the Plan's net assets are as
follows:
DECEMBER 31
2005 2004
---- ----
Mutual funds:
PIMCO Total Return Fund $25,152,430 $25,733,897
Goldman Sachs Core Small Cap Equity Fund 14,834,094 14,672,465
Putnam International Growth Fund * 12,581,388
The George Putnam Fund of Boston 23,808,878 23,361,147
The Putnam Fund for Growth & Income * 12,638,411
Common Collective Trusts:
Putnam S&P 500 Index Fund 61,051,719 65,123,386
Putnam Stable Value Fund 43,044,683 41,666,533
Cenveo Common Stock 32,652,404 13,968,709
*Investment less than 5% of net assets
7
Cenveo 401(k) Savings and Retirement Plan
Notes to Financial Statements
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
2005 2004
---- ----
Net assets available for benefits per the
financial statements $271,914,760 $242,888,631
Employer contributions receivable (372,681) (245,069)
Employee contributions receivable (1,029,038) (691,952)
Deemed distributions (413,462) (250,429)
------------ ------------
Net assets available for benefits per the
Form 5500 $270,099,579 $241,701,181
============ ============
The following is a reconciliation of contributions per the financial
statements to the Form 5500 for the year ended December 31, 2005:
YEAR ENDED DECEMBER 31, 2005
EMPLOYER EMPLOYEE
CONTRIBUTIONS CONTRIBUTIONS
------------- -------------
Contributions per the financial statements $6,052,704 $15,702,606
Contribution receivable not recorded on the
Form 5500 at December 31, 2004 245,069 691,952
Contribution receivable not recorded on the
Form 5500 at December 31, 2005 (372,681) (1,029,038)
---------- -----------
Contributions per the Form 5500 $5,925,092 $15,365,520
========== ===========
8
Supplemental Schedule
Cenveo 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, 2005
DESCRIPTION/
NUMBER CURRENT
IDENTITY OF ISSUE OF SHARES VALUE
----------------- ------------ -------
Mutual Funds:
Goldman Sachs International Equity Fund 668,136 $ 8,438,560
Goldman Sachs Core Small Cap Equity Fund 1,098,822 14,834,094
PIMCO Total Return Fund 2,395,470 25,152,430
T. Rowe Price Blue Chip Growth Fund 101,392 3,317,557
Growth Fund Putnam Asset Allocation* 877,690 10,769,261
Balanced Fund Putnam Asset Allocation* 998,450 11,142,705
Conservative Fund Putnam Asset Allocation* 344,127 3,196,937
Putnam International Equity Fund* 407,237 10,706,270
The George Putnam Fund of Boston* 1,324,924 23,808,878
The Putnam Fund for Growth & Income* 665,942 13,165,665
Cenveo Common Stock* 2,481,186 32,652,404
Common Collective Trusts:
Putnam Stable Value Fund* 43,044,683 43,044,683
Putnam S&P 500 Index Fund* 1,897,784 61,051,719
Participant loans* 4.75% - 10.50% 8,715,362
------------
$269,996,525
============
*Investments with a party-in-interest.
9
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, 2006 Cenveo 401(k) Savings and Retirement Plan
/s/ Sean S. Sullivan
-----------------------
Sean S. Sullivan
Chief Financial Officer