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
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
Year Ended December 31, 2006
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, 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
We have audited the accompanying statements of net assets available for
benefits of Cenveo 401(k) Savings and Retirement Plan (the "Plan") as of
December 31, 2006 and 2005, and the related statement of changes in net assets
available for 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 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, 2006 and 2005, and the changes in net assets available for
benefits for the year 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
Statements of Net Assets Available for Benefits
December 31,
2006 2005
------------ ------------
ASSETS
Non-interest bearing cash $ 267,540 $ 516,516
------------ ------------
Investments (at fair value)
Mutual funds 123,472,394 124,532,358
Common collective trusts 94,974,678 104,084,348
Cenveo common stock 44,945,553 32,652,404
Participant loans 8,215,497 8,715,362
------------ ------------
Total Investments 271,608,122 269,984,472
------------ ------------
Receivables
Employee contributions 84,650 1,029,038
Employer contributions - 372,681
------------ ------------
Total Receivables 84,650 1,401,719
------------ ------------
Total Assets $271,960,312 $271,902,707
============ ============
LIABILITIES $ - $ -
------------ ------------
Net Assets Reflecting All Investments at Fair Value 271,960,312 271,902,707
------------ ------------
Adjustment from fair value to contract value for fully
benefit responsive investment contracts 48,235 12,053
------------ ------------
Net Assets Available for Benefits $272,008,547 $271,914,760
============ ============
See notes to financial statements
2
CENVEO 401(k) SAVINGS AND RETIREMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
ADDITIONS
Contributions
Employer 759
Employee $ 11,759,783
Rollover 1,502,445
Asset transfers from other plans 1,913,011
------------
Total Contributions 15,175,998
------------
Investment Income
Net appreciation in fair value of investments 36,335,447
Interest and dividend income 8,821,025
------------
Total Investment Income 45,156,472
------------
Total Additions 60,332,470
------------
DEDUCTIONS
Payment of benefits to participants 60,059,977
Administrative expenses 178,706
------------
Total Deductions 60,238,683
------------
Net Change 93,787
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 271,914,760
------------
End of Year $272,008,547
============
See notes to financial statements
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 an earnings
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. The
Plan provides for automatic enrollment 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 rollover distributions from other qualified defined
benefit or defined contribution plans. 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.
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.
4
CENVEO 401(k) SAVINGS AND RETIREMENT PLAN
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN (CONTINUED)
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 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 $402,008 and $756,168,
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.
5
CENVEO 401(k) SAVINGS AND RETIREMENT PLAN
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
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, which are at contract value and
participant loans, which are stated at face 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 (losses) on sales of investments are determined on
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
Payment of benefits are recorded when paid.
6
CENVEO 401(k) SAVINGS AND RETIREMENT PLAN
Notes to Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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. 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.
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 $37,931,957 and $43,032,630,
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.
7
CENVEO 401(k) SAVINGS AND RETIREMENT PLAN
Notes to Financial Statements
4. INVESTMENTS (CONTINUED)
Investments that represent 5% or more of the Plan's net assets
available for benefits are as follows at December 31,:
2006 2005
----------- -----------
Fair Value
Mutual funds:
PIMCO Total Return Fund $20,741,849 $25,152,430
Goldman Sachs Structured SmallCap Equity Fund 13,705,085 14,834,094
Harbor Capital International Fund 22,759,717 *
The George Putnam Fund of Boston 22,318,096 23,808,878
Common Collective Trusts:
Putnam S&P 500 Index Fund 57,042,721 61,051,719
Cenveo Common Stock 44,945,553 32,652,404
Contract Value
Putnam Stable Value Fund 37,980,192 43,044,683
*Investment represents less than 5% of net assets
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 $ 9,772,537
Common collective trusts 8,149,642
Cenveo common stock 18,413,268
-----------
$36,335,447
===========
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 assets available for benefits
per the financial statements to the Form 5500 for the year ended
December 31,:
2006 2005
------------ ------------
Net assets available for benefits per the
financial statements $272,008,547 $271,914,760
Employer contributions receivable - (372,681)
Employee contributions receivable (84,650) (1,029,038)
Deemed distributions (965,190) (413,462)
Adjustment from fair value to contract value
for fully benefit-responsive investment contracts (48,235) -
------------ ------------
Net assets available for benefits per the
Form 5500 $270,910,472 $270,099,579
============ ============
8
CENVEO 401(k) SAVINGS AND RETIREMENT PLAN
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 $ 759 $11,759,783
Contribution receivable not recorded on the
Form 5500 at December 31, 2005 372,681 1,029,038
Contribution receivable not recorded on the
Form 5500 at December 31, 2006 - (84,650)
-------- -----------
Contributions per the Form 5500 $373,440 $12,704,171
======== ===========
9
CENVEO 401(k) SAVINGS AND RETIREMENT PLAN
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 564,342 $ 12,855,700
Goldman Sachs Structured SmallCap Equity Fund 955,724 13,705,085
Harbor Capital International Fund 369,596 22,759,717
PIMCO Total Return Fund 1,998,251 20,741,849
T. Rowe Price Blue Chip Growth Fund 139,671 4,997,437
* Growth Fund Putnam Asset Allocation 854,038 12,187,117
* Balanced Fund Putnam Asset Allocation 885,230 10,959,147
* Conservative Fund Putnam Asset Allocation 302,074 2,948,246
* The George Putnam Fund of Boston 12,337,227 22,318,096
* Cenveo Common Stock 2,120,073 44,945,553
Common Collective Trusts:
* Putnam Stable Value Fund 37,980,192 37,980,192
* Putnam S&P 500 Index Fund 1,534,644 57,042,721
* Participant Loans 4.75% - 10.50%** 8,215,497
------------
$271,656,357
============
*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
/s/ Sean S. Sullivan
--------------------
Sean S. Sullivan
Chief Financial Officer
11