Exhibit 99.1 FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- PRESENTATION CORPORATE PARTICIPANTS MICHEL SALBAING Cenveo, Inc. - SVP Finance, CFO ------------------------------------------------------------ OPERATOR PAUL REILLY Cenveo, Inc. - Chairman, President & CEO Good day, ladies and gentlemen, and welcome to the Cenveo earnings release conference call. At this time all participants are in a listen-only mode. Later we will CONFERENCE CALL PARTICIPANTS conduct a question-and-answer session and instructions will follow at that time. If anyone should require assistance CRAIG HOAGLAND during the conference, please press seven, zero on your Anderson Hoagland - Analyst touchtone telephone. As a reminder, this conference is being recorded. I would now like to introduce your host for JEFF KOBYLARZ today's conference, Mr. Paul Reilly, Chairman, CEO and Solomon Asset Management - Analyst President of Cenveo. Mr. Reilly you can begin your conference. TODD MORGAN CIBC - Analyst ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO LEE BRADY Wachovia Securities - Analyst Thank you Adrienne. Good morning, ladies and gentlemen, and thank you for joining us today. During today's conference NICHOLAUS (INDISCERNIBLE) call we will cover the following salient points. DAVID FRYE 1. Q3 was in line with the low end of previously provided Stanfield Capital - Analyst management guidance and is in line with the Thompson first call estimate. This is the ninth quarter in a row where the AL (INDISCERNIBLE) EBITDA generated by our operations has shown year-over-year Seneca Capital improvement. MARK COOPER 2. We continue to make progress in our two key measurements. Wells Capital - Analyst We've increased return on capital employed on a year-over-year basis, and we increased market share in particular in our commercial print product lines. 3. The context in which we suggest you review our results and what this means for the future and finally, our guidance for the full year results. Our markets are getting stronger. This is good. Our challenge is to accelerate the realization of the operating leverage that we have built into our operations as we have rationalized them over the past two to three years. I will now pass the call over to Michel for the required Safe Harbor comments and his review of the financial reports attached to the press release. Michel. ------------------------------------------------------------ MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO Thank you, Paul. And again, good day ladies and gentlemen. During the course of this conference today we will be making certain forward-looking statements that are subject to various uncertainties and risks that could affect their outcome. These uncertainties and risks are set out in more detail in the invitation FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- you received with this call as well as in our filings with guidance as we expect to generate less than the $35 million the SEC. We invite you to refer to them in conjunction with of free cash flow from operations that we anticipated for this call. the full 2004. All forward-looking statements we make today are intended to It is a reflection of the impact of acquisitions and our come within the SEC's Safe Harbor with respect to such need to invest in working capital to support our expanded statements. As shown in the financial highlights attached to level of business in the office product channel in the press release, as well as in the supplementary particular. Our interest costs were flat in comparison to information to that press release, Cenveo's sales in the last year despite our lower average borrowing rates as our third quarter of 2004 were $428.1 million, including $4.7 variable debt balances outstanding during the quarter were million of acquired sales and EBITDA was $33.9 million. The higher than last year, commensurate with our higher acquisitions of Valco Graphics in Seattle and Waller Press inventory and receivable balances. With our present debt in San Francisco contributed minimally to the consolidated structure where 87% of our debt is at fixed rates, our EBITDA in the quarter. As anticipated, we will not realize interest expenses are not vulnerable to interest rate hikes significant benefits in 2004 as we are charging the cost of nor do we have any significant maturities before 2012 since integrating these acquisitions to current earnings. Sales in we expect that there will be no amount outstanding on our the third quarter were the highest they have been in the revolver when that facility matures in 2008. third quarter since 2001. Now an update by segment. First, the commercial segment. Also this is the first time since 2001 that we experienced a Sales in the first quarter increased in this segment second quarter in a row of year-over-year sales increase. year-over-year 4% or $12.3 million, including $4.7 million EBITDA was up 1.2% year-over-year, and EBITDA as a of acquired sales. Here are some milestones that were percentage of sales was 7.9%, slightly lower than the 8.1% achieved this quarter. Sales performance for commercial in achieved last year. These quarterly results were a little Q3 was the best since 2001. Quarter-over-quarter sales softer than the expectations that we had shared with you at growth for commercial was the best since 2000. Overall the end of the last quarter. This was caused by an pricing which has been soft throughout 2004 seemed to unfavorable mix in our resale segment, in shipments to our stabilize if not increase in Q3. Our national print expanded office products channel and our inability to business, that is our business where we supply high impact immediately pass on paper price increases in this channel as printing to national and regional customers, that business they become effective. This reduced profitability by which had been strong all year remains strong in Q3. On a approximately $2 million. year-to-date basis this business is up 8% from a year ago. SG&A expenses continued at an increased level this quarter Sales to our local print customers that were disappointing as compared to last year because of the investment we in the first half of 2004 were up over $2 million in Q3. continue to make in sales and marketing as our market EBITDA increased $1.3 million to $27.2 million or 8.3% of strengthens. During the quarter we incurred minimal sales from 6.3% of sales last quarter and 8.2% of sales last restructuring charges, which were offset by a gain on the year. While the market remains extremely competitive, our sale of a building vacated by an operation shut down in value added margins improved in Q3 over 2003. This is an 2004. Net income for the quarter was $2.5 million or $0.5 indication that we are effectively managing the increased cents per share compared to a net income of $2.2 million costs of paper in the commercial segment. Gross profit last year or $0.4 cents a share. During the quarter cash margins improved in Q3, and are up 90 basis points so far in flow from operations was approximately $19 million, some $10 2004. million better than last quarter compared to $13 million provided in the third quarter last year. As we have reported in the past, our selling expenses have increased in 2004 due to our investment in strategic sales We have had $38 million of increases in accounts receivable teams. Our sales performance in Q3 is ample evidence that and inventory during the quarter. Of this increase, $7 the investment is starting to pay off. We are controlling million came from acquisitions, and $10 million was needed our manufacturing costs and concentrating less on selling to support increased sales, especially in our resale unused capacity while attempting to increase profitability segment. The rest of this increase came from normal seasonal by raising prices. In particular, we have reduced our U.S. variations, which we expect to recover in the fourth envelope capacity by some 5%; reduced shift staffing and quarter. Total debt at September 30th was $770 million, down there is today an environment favorable to higher envelope $3 million from the level reported at the end of the prices. previous quarter. Let me turn now to the retail segment. During the third During the quarter we invested almost $10 million to acquire quarter of 2004 sales in the resale segment were up to Valco Graphics in Seattle and Waller Press in San Francisco. $100.7 million from $97.2 million in the same quarter last We expect to have our total debt down to a range of $750 to year. This was due to continued strong organic growth in $760 million by year end. Taking into account the cost of sales of our business label products and market share gains recent acquisitions this will be some $10 million higher in the office products channel. Growth in sales of business than the previous labels during the quarter were 10.3% FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- or $2.5 million better than last year. Sales of office one of two industry firms that pursued that strategy that products increased $3.7 million or 9%. Sales of our still remain independent today. Today we are delivering traditional business forms, especially continuous forms results in the range we told you two years ago. We have declined $2.7 million. As a result, Q3 was the second spent the last three years battling an industry depression quarter where the sales of our resale segment grew while at the same time shrinking the company and integrating quarter-over-quarter. the remaining parts. We expect 2004 will be the first year of organic sales We know that the only strategic rollups that have succeeded growth for this segment since before 2001. Overall in the in the long run have brought the benefits of integration to retail segment EBITDA was down to $11.8 million from $12.3 their customers. During this period we have delivered on million last year. This was due to the unfavorable mix of what we said we would do -- increase return on capital products shipped to our new customers in the office products employed and increase market share on a same-store basis. channel and costs incurred to ramp up to serve these Today our return on capital rivals those who trade at customers. Results were also negatively impacted by our significantly higher multiples, and we believe our market inability to pass on all paper price increases as they share on a same store basis has increased more than any of occurred. The contractual relationships in this channel our comps. Other accomplishments during this period include impose a delay in changing prices. We expect that all paper reduced debt by almost $500 million. Delayed any significant price increases incurred to date will have been fully passed debt principal payments until 2012. Launched a one-stop on by January 1, 2005. shopping value proposition resulting in $120 million of incremental sales over the last two years. Reduced operating Overall our EBITDA margin in resale remains a strong 11.7%. expenses by $132 million, $60 million of fixed costs. This market -- we are responding to a shift in this market towards superstore and mass merchandisers. This is an In spite of these accomplishments Cenveo stock has important strategic move for us since we did not have a floundered. Over the past year the stock has fallen 30% significant position with any superstores prior to 2004. while earnings have consistently improved. Current and While this strategic move hurt profits in Q3, we believe it potential institutional investors have told us that they will benefit us in the future. Finally, for the corporate believe multiples have decreased for all highly leveraged expenses. Unallocated corporate expenses were up slightly firms. These concerns are driven by the impact of rising from the same period last year. This increase was mostly due interest rates on these leveraged firms. However, rising to the cost of compliance with the requirements of interest rates do not impact our interest costs since 87% is Sarbanes-Oxley Act. The increase in our audit fees and our fixed rate. We understand the magnitude of our debt remains cost of compliance will be ongoing. In summary, we had good a concern, but it is also an opportunity. topline growth in the quarter and our EBITDA increased in the third quarter of 2004 despite continued investment in Let me explain. Our EBITDA, less capital--CapEx approximates sales and marketing in our commercial segment and the $110 million. This covers adequately our interest payments investment made in resale segment to gain market share in which approximates $70 million. We have no significant the office products retail channel. principal repayment until 2012. Our general economy continues to improve, and we see no signs of a downturn that We have effectively managed the increases in paper prices in could again drive down demand for our products. Our industry the commercial segment, and we expect we will have passed on is experiencing real volume increases, and in 2003 and early all cost increases by Q1 in the resale segments. We are 2004 price deflation is showing signs of abating. Clearly, controlling our manufacturing costs and improved volume and leverage that so savagely destroyed shareholder value during therefore capacity utilization should help pricing over the our industry recession provides the opportunity for next two to three quarters. significant shareholder value creation as our profits grow. So the question is how much will our profits grow. I will now turn the call back to Paul Reilly. First, let's look at the last several years. In 2002 our - ------------------------------------------------------------ earnings bottomed out at $121 million of EBITDA. Results for PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO 2004, even at the bottom of our guidance $135 million of EBITDA represents approximately a 6% compounded annual Thank you, Michel. In Q3 we have continued our progress in growth rate since 2002. Remember, based on a constant all of our key focus areas, achieving market share gains, enterprise value multiple because of our leverage each 6% increasing ROCE return on capital employed, achieving increase in EBITDA should increase our stock price efficiency gains, achieving EBITDA growth. This was the approximately $1.00 dollar per share or 30%. This stock ninth quarter in a row that we have done that. I will price increase excludes the impact of debt pay down. This 6% address in my remaining remarks the context in which we annual increase in EBITDA was performed in a market that suggest you review our results and what this means for the didn't grow in real terms and in a market that saw future. Today we are three years into a five to six-year significant pricing pressures. All industry experts predict process to reconstruct the company that was built upon a a better 2005. premise that big was good. This was popular and well received by Wall Street in the late '90s. Many sought this strategy. We are only FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- Also in 2004 we spent $10 million in increased selling capital employed. We expect that Q4 will continue to show expense. Overall sales growth did not respond year-over-year improvements. Four, we expect to see debt proportionally. Most of these incremental expenses were paydown in Q4 of some $15 million. And five, our main focus invested in business development executives selling or will be to accelerate our profit growth over the coming supporting our one-stop shopping value proposition. Our quarters. This concludes my remarks. Now I will pass the one-stop shopping value proposition resulted in over $60 phone call over to Adrienne who will instruct you on how you million of new sales in 2004 over 2003. This means our can ask questions. Adrienne. traditional business shrunk while expenses did not. We are going to fix this one way or another. Better sales or less expenses. Now to the immediate future. Our market is stabilizing and now our management can concentrate on making their companies stronger. A month ago in anticipation of finalizing our 2005 budget, our managers embarked on an extensive and rigorous process of benchmarking their results with their comparable locations whose results are significantly greater. I am very pleased with their progress and attitude. Many firms analyze benchmarking with the view to prove I am different. Our managers are analyzing benchmarking with a view to identify how I can be better. Almost one-third of our locations are profit leaders whose results exceed our cost of capital. We are working to unlock significant shareholder value that is not on our balance sheet. In 2004 we invested $10 million in two acquisitions and as anticipated will return little in 2004. In 2005 we expect a 40 to 50% return as our 2004 integration plans are fully implemented. So let me summarize the answer to the question how will earnings grow. We've been growing at 6% a year in a market more difficult than what is forecasted for 2005. We've invested $10 million in incremental sales expenses, and we have not seen an appropriate increase in sales. This will be fixed in 2005. We expect to unlock significant shareholder value and an extensive and rigorous process of benchmarking. At our February conference call we will report on the results of this process when we provide our 2005 guidance. We expect significant returns from our 2004 acquisitions in 2005 and beyond, and leverage should drive every 1% increase in EBITDA to a 5% increase in shareholder value. Cash flow paying down debt can grow shareholder value even further. This is why we think Cenveo is an excellent investment. Now let's turn to our guidance. Previously I told you that I expected the full year 2004 EBITDA would be in the range of $135 to $142 million. With the first three quarters behind us, and what we are seeing for the fourth quarter, I expect that the full year will come in at the bottom end of the range. Sales will continue to improve and grow whereas at this time the pressure on resale segment margins will continue to have a negative impact on our expectations. As I said at the beginning, although this slightly below where we expected to be, we look upon 2004 positively and as being a sound foundation for continued growth in 2005. So let me conclude. Q3 was the ninth consecutive quarter with year-over-year EBITDA growth. In Q3 we continue to increase market share and return on FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- QUESTION AND ANSWER ------------------------------------------------------------ - ------------------------------------------------------------ MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO OPERATOR Yes, and that is because remember we spent $20 million when Ladies and Gentlemen if you have a question at this time, we refinanced the $300 million bonds. And then we are please press the 1 key on your touchtone telephone. If your investing $10 to $12 million here. And we've invested $10 question has been answered or you wish to remove yourself million in acquisitions. And that equates to what we had from the queue, please press the # key. said we expected on an average basis; this company generates a free cash flow anywhere between $30 and $50 million a The first question is from Craig Hoagland from Anderson year. Hoagland. ------------------------------------------------------------ - ------------------------------------------------------------ CRAIG HOAGLAND - ANDERSON HOAGLAND - ANALYST CRAIG HOAGLAND - ANDERSON HOAGLAND - ANALYST Okay. Thanks. Hey guys. ------------------------------------------------------------ - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Thank you Craig. Hi Craig how we doing? ------------------------------------------------------------ - ------------------------------------------------------------ OPERATOR CRAIG HOAGLAND - ANDERSON HOAGLAND - ANALYST The next question is from Jeff Kobylarz from Salomon Asset Good. My question was just on what do you expect the change Management. in working capital to be at the end of '04 versus the end of '03? ------------------------------------------------------------ JEFF KOBYLARZ - SOLOMON ASSET MANAGEMENT - ANALYST - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Hi everyone. The question, Michel, is on a year-over-year basis 12/31 ------------------------------------------------------------ last year to 12/31 this year, what do you see as the change PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO in. Hi Jeff. - ------------------------------------------------------------ CRAIG HOAGLAND - ANDERSON HOAGLAND - ANALYST ------------------------------------------------------------ JEFF KOBYLARZ - SOLOMON ASSET MANAGEMENT - ANALYST Change in total working capital. I am trying to figure out what free cash flow will be for '04. And we know roughly $10 Can you elaborate on the pricing trends that you are seeing million of that went to acquisitions. How much of that is out there in envelope and commercial prints? going to go to working capital? ------------------------------------------------------------ - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO As I said, we are seeing two dynamics going on. First is If we start off the year at $35 million while we keep what is happening to actual prices as the prices for raw looking up the exact numbers - materials increase. And I will first go through them, and then I will go through net pricing. On the commercial side - ------------------------------------------------------------ of the business, the business where we are dealing directly MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO with the end users, generally speaking we are passing off those material price increases. Essentially they get put We think about $10 to $12 million in increase in working into our estimating system and it gets reflected by us and capital. our competitors the next day or the day after it becomes effective. - ------------------------------------------------------------ CRAIG HOAGLAND - ANDERSON HOAGLAND - ANALYST On the resale side, though, where we have contracts because our products could be in office products or books, or they Okay. And the debt level is going to be roughly flat could be in catalogs, there is a delay depending upon when year-over-year? it is announced and what are the terms of the contract. But the delay can be anywhere from 60 days to 180 days. So there those price increases don't immediately get passed through. And as we said or as Michel and I said earlier, we expect that by January 1, all the currently announced price increases will by then be reflected in our price. So that is not bad news. Typical news for what is happening in price FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- increases or material price increases getting passed on. competitors like ourselves have been taking a lot of Then we see two dynamics relative to just what is happening capacity out of the marketplace. So that is really what is to the general profitability. driving that. Excluding that, what is pricing. On the commercial side On the print side of the business our view is that of the Q3 particularly the commercial print side, we still are seeing over Q3 volumes have increased for the industry, about 3% in pricing pressures maybe as much as 3 to 4%. And that has real terms and our growth actually is two to three times been where we have seen those levels over the last one to better than that. We are experiencing very healthy market two years. But the good news is we are starting to see in share gains on the print side of the business. the commercial side the envelope pricing starting to firm up in that in our particular case our plans particularly our ------------------------------------------------------------ high-speed machines are fairly full. To the extent they JEFF KOBYLARZ - SOLOMON ASSET MANAGEMENT - ANALYST weren't, we have actually mothballed almost 5% of our production. And on top of that, we have reduced the number Okay great. And you said you expect you will be passing on of shifts that we are staffing at a variety of plants to all of the paper cost increases by January first, but what further reduce our costs and then ultimately our capacity. is your outlook for paper costs in general? What is the So we are seeing signs on the envelope side of prices trend that you expect over say the next six months? increasing. ------------------------------------------------------------ So generally speaking I would summarize paper price PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO increases are getting passed on as they usually do. Print pricing are remaining to be very, very competitive; they I probably should be on a paper company's conference call. have been for the last one or two years. But the good sign Certainly the tightness in paper pricing demand is being is we are seeing some improvement in envelopes. entirely driven by exchange rates and the weakness of the dollar. The weakness of the dollar has significantly - ------------------------------------------------------------ decreased imports, and demand has been relatively flat if JEFF KOBYLARZ - SOLOMON ASSET MANAGEMENT - ANALYST you look at most paper grades. And that is how we have seen the utilization rates in the paper companies increasing. It Good. Did you say the paper cost variance in this third is with that dynamic that has allowed them to pass -- in the quarter was $2 million? uncoated free sheet we've seen two increases this year and recently we got one on the coated offset area. So I think a - ------------------------------------------------------------ stable dollar from this point out will probably maybe things PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO could stable, certainly a weakening of the dollar will not be good for paper prices. That together with the mix difference -- and I'll explain that mix difference a bit more -- we put together with our ------------------------------------------------------------ resale customer a suggested or their normal purchasing JEFF KOBYLARZ - SOLOMON ASSET MANAGEMENT - ANALYST patterns. And what we had seen is that they have ramped up their speed of purchasing high-profit items versus Alright, okay. And lastly the press release mentioned Bob lower-profit items at an unfavorable rate to us. But we Hart will become Assistant to the Chairman and he will focus anticipate certainly by early next year that should get on strategy. Can you be a little bit more specific about better. So the combination of the mix as our new clients what kind of strategies initiatives he will focus on? have come on, together with the pricing pressures in Q3 amounted to $2 million. ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO - ------------------------------------------------------------ JEFF KOBYLARZ - SOLOMON ASSET MANAGEMENT - ANALYST We have within the Company a process of we call it mobilization. It is how do we give the people in our Can you comment generally about the overall demand for business the tools that they can succeed and they can own envelopes and for commercial print? It sounds like the both the solution and the problems, to particular problems. demand is better for envelopes. Part of that is maybe Over the last -- we have had two years into this process; seasonality? day to day I took a main role in that and at this point we think it would be better if somebody like Bob who has the - ------------------------------------------------------------ capabilities of doing that. So Bob will be heading up that PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO task for about a year. Yes, there is a seasonality, the period of September through ------------------------------------------------------------ November is a very strong direct-mail season and that JEFF KOBYLARZ - SOLOMON ASSET MANAGEMENT - ANALYST represents a much higher proportion of our envelope business than does our print. Generally speaking we are seeing the Alright. Thanks very much. demand for envelopes in Q3 over Q3 is relatively flat. But what has happened is that our FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------ there. And there is a very, very strong return on investment PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO when we do that. Thank you Jeff. Are there any more questions? ------------------------------------------------------------ TODD MORGAN - CIBC - ANALYST - ------------------------------------------------------------ OPERATOR So should we think of these as more sort of opportunistic events, you can do it because they are available? Or is this The next question is from Todd Morgan from CIBC. kind of an alternate form of CapEx? - ------------------------------------------------------------ ------------------------------------------------------------ TODD MORGAN - CIBC - ANALYST PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Thank you good afternoon. No, you know we were working on both of those acquisitions for both--for a year. They did present ourselves. They presented ourselves that they were in markets where we are - ------------------------------------------------------------ open, well matter of fact, any B market we would be open to PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO this sort of acquisition. At this moment, due to our capital structure, it is not a major focus of management. But if an Hi Todd, how we doing? opportunity like this presents ourselves, we will be open to it. - ------------------------------------------------------------ TODD MORGAN - CIBC - ANALYST ------------------------------------------------------------ TODD MORGAN - CIBC - ANALYST I was hoping you could talk a little bit about the acquisitions because first of all I think the number in the Okay. The one-stop shopping revenues, you mentioned the $60 press release is about $10 million. That is the expenditures million in the last year and the $120 in the last two years. for all announced acquisitions to date. Is that the right Is that truly incremental revenues? In other words, is that number? revenues in addition to what you've been receiving from some of your current customers that may have converted, or are - ------------------------------------------------------------ those new customers new revenues? PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO ------------------------------------------------------------ Correct. PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO - ------------------------------------------------------------ They are a combination of both, but in both cases they are TODD MORGAN - CIBC - ANALYST incremental revenues to the level we had in 2002. So roughly we added about $60 million of incremental revenues in 2003 Good, good. Can you talk a little bit about the strategic and a run rate for 2004 that will add a like amount, about thinking behind some of those? Are these geographic fill in $60 million, in 2004. But they are all incremental. In some things? Are you getting additional capabilities or how are cases they were current customers. In some cases they were you really looking at those? not. - ------------------------------------------------------------ ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO TODD MORGAN - CIBC - ANALYST We had discussed in prior conference calls our strategy to Okay. And I wanted to dig a little bit further about the increase local market share. We find that when we have a comment you made about trying to rationalize some of the good local market share that there is a high correlation difference in some of your pre-existing revenues and the with that and return on capital employed. Both of these one-stop shopping revenues and the selling costs to go along acquisitions were positioned to move us from a B market to with those. At this point do you have a sense of if the an A market. In a B market we have between 20% of market challenge is more in the $10 million in incremental selling share and 5%. And an A market is obviously when we have costs or the incremental one-stop shopping revenues, or is above 20. it the decrease in your previous revenue levels on your non one-stop shopping revenue levels and the sales costs going The actual mechanics of these acquisitions and why we expect with that? - -- I would read it 40% to 50% return that we're looking into `05 are very good. It is because we are actually in both ------------------------------------------------------------ cases moving our then operation, the operation we had in PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Cenveo before, into that one. So we are taking out a lot of fixed costs and having a combined position in the market larger. So in the case of Seattle we are moving our Seattle operation into the newly acquired Seattle operation. And in San Francisco we're doing the same FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- Clearly the latter. I think if you look at and not all the The next question is from Lee Brady from Wachovia $10 million gross that is there, approximately $6 million of Securities. it was in the system solution or the one-stop shopping area, to get a return of $60 million of incremental sales. That is ------------------------------------------------------------ an investment that I would make any day of the week. On the LEE BRADY - WACHOVIA SECURITIES - ANALYST non -- let's call it the traditional sales levels that is where we need the work. And we are working and I think we Hi guys. You talked about cash utilization on the envelope saw some improvement in Q3 because our local, our side, I guess you mentioned you were cutting at 5% along traditional sales were up in Q3. But ultimately we are going with your competitors are getting more rational as well, I to make some decisions in the next couple of months about guess. Could you talk about the rest of the commercial print what we do with the expense structure on the traditional side? Are you seeing any rationalization? It doesn't sound side of our business. That is where the work -- we got to like you are as you talked, I think you mentioned that increase the sales on the traditional side which is our pricing was still being pressured 3% to 4 %. preferred route, or we will need to reduce the expenses on the traditional side. ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO - ------------------------------------------------------------ TODD MORGAN - CIBC - ANALYST No, we do not. A business that has a little bit less operating leverage in it, but on the other side its a But I guess at the same time is it an issue with growing the business that we're seeing real terms. We did estimate that one-stop shopping revenues faster if you are investing more the market in Q3 grew in real terms 3% and that is a good in the sales effort, or is that the only right size right healthy market. A few more quarters like that, it will help. now? Are you growing at the right speed? But the only capacity that we see coming out of the print side tends to be lower quality, one color black and white - ------------------------------------------------------------ offset color work. So there is no demonstrable or measurable PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO decrease in capacity occurring on the print side of the business. No, I think we are at the right level. I think ultimately yes, we can do some more, but there is a significant amount ------------------------------------------------------------ of integration when you add one of these large accounts and LEE BRADY - WACHOVIA SECURITIES - ANALYST there is a learning curve you go up. So today we are at the right level in terms of expense structure. I am hopeful that Ok. And to expand a little on the M&A, could you elaborate we will get more than $60 million from that expense maybe on the pipeline that you are seeing? And you mentioned structure in future years as we go up the learning curve. any B markets you are in you are going to look to try to But our issue today is more in the traditional side of the position those more as A markets. How many B markets do you business. have if you are looking at your map? - ------------------------------------------------------------ ------------------------------------------------------------ TODD MORGAN - CIBC - ANALYST PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO And last question on the political front. Printers have We have six more B markets, and there is nothing in that talked about some of the revenues they may have gotten from pipeline. either direct-mail printings or other things like that. Do you have any sense of what revenues may have flowed to you ------------------------------------------------------------ from that source? LEE BRADY - WACHOVIA SECURITIES - ANALYST - ------------------------------------------------------------ Okay. And on the resale front, to make sure I was PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO understanding this correctly, you noted a shift to superstores and mass merchandisers and that you were not Either it is minimal or in the 1/2% range. positioned there in '04. Is that for the whole resale segment? - ------------------------------------------------------------ TODD MORGAN - CIBC - ANALYST ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Good. Thanks. It is for the office products part of it. - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO ------------------------------------------------------------ LEE BRADY - WACHOVIA SECURITIES - ANALYST Thank you Todd. Just the office products, okay. Could you -- - ------------------------------------------------------------ OPERATOR FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------ ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO An example would be that more and more corporations would be Next question. going to Staples office products or actually going small businesses going into the Staples store and buying it versus ------------------------------------------------------------ the more traditional markets where people have gone in the OPERATOR past. So they are growing more quickly than the others. The next question is from Nicolas (indiscernible). - ------------------------------------------------------------ LEE BRADY - WACHOVIA SECURITIES - ANALYST ------------------------------------------------------------ NICHOLAS You're saying you're making headway in that for '05? Just two questions, the first is could you give us a sense - ------------------------------------------------------------ for what impact paper price changes had on your top line PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO growth for commercial and resale during the quarter. And my second question is could you just give us a little bit more Yes. color on your outlook for new account wins with respect to outsourcing type arrangements similar to what you have in - ------------------------------------------------------------ American Express? Is there a large backlog of those that LEE BRADY - WACHOVIA SECURITIES - ANALYST you've marketed to, and are waiting to hear from, or just in general what is your outlook there? Last item here just to clarify, you mentioned that 1/3 of your locations are profit leaders. How would you categorize ------------------------------------------------------------ the rest of your locations, the other two-thirds? MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO - ------------------------------------------------------------ On paper price increases, very difficult to identify PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO specifically because there are price pressures one way. Naturally you would expect that if paper prices have gone up As non-profit leaders. 5% to 10%, then you would expect that the sales would go up commensurately, thinking that about 30%, 35% of the sales price is paper. You might say that there is a 3% growth. But - ------------------------------------------------------------ we haven't always seen that. Because there is a price PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO deflation. It is very, very hard to break it in pieces. Lee, I was saying there actually--profit leaders in our ------------------------------------------------------------ definition is that they exceeded their return on capital NICHOLAS employed, that is what makes them a profit leader. In terms of generalities, could you say that maybe half the - ------------------------------------------------------------ growth was attributed to paper prices in general, in rough LEE BRADY - WACHOVIA SECURITIES - ANALYST terms? I guess what I am trying to get at is how many profit losers ------------------------------------------------------------ do you have out of the rest? MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO - ------------------------------------------------------------ No, no. It is not nearly that. PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO If you are from the school that if you don't meet your ------------------------------------------------------------ return on capital employed you're losing money, or you are PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO destroying shareholder value, then two-thirds are. Relative to the number where cash flow is actually negative a Its only in half of our business where we've seen any, not handful, maybe two handfuls. And we have 90+ locations. even half, 40% of our business where we've seen measurable increases in our raw materials. - ------------------------------------------------------------ LEE BRADY - WACHOVIA SECURITIES - ANALYST ------------------------------------------------------------ MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO Okay, great. Thanks. Paper prices have been much more on the envelope side than they have been anywhere else. Call it, two sided coated free sheet, coated has not gone up not nearly as uncoated free sheet. FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------ anybody else is. And I think there is a little bit of that. PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO The other evidence we had is if you look at where our sales growth will come, it is coming in our one-stop shopping Relative to the pipeline we have a pipeline, and there are value proposition. And those margins -- there are some that some people in this pipeline that have been there for awhile are low and some that are high. It is a good spectrum of how and there are others that are new. Our ability to predict we price throughout our businesses. the speed at which people come out of this pipeline is not yet a science, so we have some people in this pipeline that So that would be another bit of evidence that our sales have been there almost a year and others that have just increases are not coming. Relative to our comps we had done entered and look very, very promising. some work, and in this case we are looking at actual sales dollars. We don't see on the same-store basis any of our So we are comfortable with our ability to continue to grow comps increasing in sales dollars similar to what we have that business, like we have been growing it over the last been increasing. That means taking out our acquisitions and two years. But you really just hit the key. These are big, taking out other people's acquisitions. So we are very, very big decisions usually made at the senior level of a major comfortable that certainly on the print side of the business corporation. And sometimes you need to go through a that our value proposition of being a one-stop shopping budgeting process. It takes a while. We are very, very happy store, is working. That's why I feel comfortable about the with what we see. It is as good as it has ever been, but I moneys we invested and the incremental selling expenses. wouldn't say with a high level of confidence that means exactly its going to happen next quarter either. ------------------------------------------------------------ DAVID FRYE - STANFIELD CAPITAL - ANALYST - ------------------------------------------------------------ NICHOLAS But that has been I guess from your competitive perspective winning you volumes but not necessarily protecting you on Okay thanks. the price pressure. Is that a fair characterization or am I thinking about two different segments within that business? - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. -CHAIRMAN, PRESIDENT & CEO ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Thank you Nicholas. I think you've got to split it between the one-stop shopping - ------------------------------------------------------------ and the traditional. Not only are we seeing decreases in the MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO traditional volumes, that is the place where we are experiencing most of our pricing pressures. Next question. ------------------------------------------------------------ OPERATOR DAVID FRYE - STANFIELD CAPITAL - ANALYST The next question is from David Frye from Stanfield Capital. So I see. So when you mentioned the two to three times industry growth, that was for your one-stop shopping - ------------------------------------------------------------ segment, not for the commercial print overall? DAVID FRYE - STANFIELD CAPITAL - ANALYST ------------------------------------------------------------ I was hoping to explore a little bit more the 3 to 4% PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO pricing pressure. I thought I heard you say that industry volumes in that segment and in commercial were up about 3%, It was commercial print overall, and we think our growth was and you were two or three times that on a volume growth. So in the 8 to 9% range real terms. I am trying to reconcile in my own mind you are growing volumes but you're losing on price, and are these ------------------------------------------------------------ competitive situations where you are underbidding to get the DAVID FRYE - STANFIELD CAPITAL - ANALYST volume? Or do you think the industry is experienced a similar kind of 3 to 4% volume? And maybe you can just give And within that pricing was down 3 to 4%? us some -- I mean 3 to 4% pricing pressure maybe and just give us some more color on that please. ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Correct. We don't have data for 2004, but we do know from looking at the prior two years of 2003 and 2002 that the pricing pressure that we experienced was similar to what we experienced. So we have no reason to believe that we are buying business on price more than FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------ ------------------------------------------------------------ DAVID FRYE - STANFIELD CAPITAL - ANALYST AL Okay, great. Thank you. Okay. Thank you. ------------------------------------------------------------ - ------------------------------------------------------------ MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Final question Operator. Thank you David. ------------------------------------------------------------ - ------------------------------------------------------------ OPERATOR MICHEL SALBAING - CENVEO, INC. - SVP FINANCE, CFO The final question is from Mark Cooper from Wells Capital. Next question. ------------------------------------------------------------ - ------------------------------------------------------------ MARK COOPER - WELLS CAPITAL - ANALYST OPERATOR You referred to a number of times your return on employed The next question is from Al (indiscernible) from Seneca capital. What exactly can we derive that here from your Capital. financial statements? - ------------------------------------------------------------ ------------------------------------------------------------ AL PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO I was wondering and I may have misheard you, you mentioned Yes, this would be working capital plus net property plant about exploring ways to unlock shareholder value from items equipment, plus intangible assets is the denominator. And on your balance sheet. Is that correct? I was just wondering the numerator is operating income. Operating income in our if I understood you correctly and what sort of items would case is a surrogate for EBITDA minus CapEx, either way is an you be talking about? acceptable way to do it. - ------------------------------------------------------------ ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO MARK COOPER - WELLS CAPITAL - ANALYST I was referring to the process that our managers were now EBITDA minus CapEx? going through where they were benchmarking their results against our profit leaders. And there is much we are ------------------------------------------------------------ learning about how we can run these companies better; how we PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO can make them stronger. And it goes the gamut from how we price in the market, how do we sell our value added, how do Yes, and when we talk about numbers we talk about we need a we have commission programs, how do we man our machines, how 20% that's a pretax and we believe our cost of capital is much supervision we have in the plant. So we are looking at 12% after-tax, so we interchangeable will use a 20% pretax a variety of different measurements. So when you have a is our goal or 12% after-tax as our goal. company like ours with 90 plus locations, there are people that do their jobs very, very well. And we're learning from ------------------------------------------------------------ each other, and it is a rigorous accelerated process, in MARK COOPER - WELLS CAPITAL - ANALYST anticipation of 2005 budget and what we see so far we really like. Okay and then your assertion of a free cash flow of $30 to $50 million a year, is that as simple as us looking at your - ------------------------------------------------------------ cash flow statement, taking cash flow from ops less AL investing activities? You also mentioned your high leverage as being maybe a ------------------------------------------------------------ negative driver of your stock valuation. I was just PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO wondering if you have any plans, aggressive plans is to reduce leverage? No, it is the ability to pay down debt. - ------------------------------------------------------------ ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO MARK COOPER - WELLS CAPITAL - ANALYST We have plans to reduce leverage. We have no plans to issue So that is going to be? stock if that's what you're referring to. Given where our stock price is, the only way to get out of where we are is to increase earnings and pay down debt. And that is the focus of management. FINAL TRANSCRIPT - ------------------------------------------------------------------------------------------------------------------------------- CVO - Q3 2004 CENVEO EARNINGS CONFERENCE CALL - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO The, the, the it is after everything. We look at it as the ability to pay down debt. - ------------------------------------------------------------ MARK COOPER - WELLS CAPITAL - ANALYST So for example right now you are at -- for the year to date you are at a $30 million cash deficit? - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Correct. - ------------------------------------------------------------ MARK COOPER - WELLS CAPITAL - ANALYST And you expect that $30 million for this year? - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO Let me go through the math -- at the beginning of the year we announced that we would have $35 million was our objective. Since then, we have made two decisions which have reduced that. We've spent $20 million in refinancing our bonds, which that's how we pushed out that we have no principal payments, no significant principal payments until 2012. And then we had $10 million we put into acquisitions. So we are then saying that we would expect cash this year to be reduced by $5 million. Michel in his remarks, this is based on the investments that we have made in the office products segment, and incremental sales he said we may miss that up to $10 million. What we are really saying is that we believe this year not $35 million, but our ability to pay down debt will be in the $25 million range. - ------------------------------------------------------------ MARK COOPER - WELLS CAPITAL - ANALYST Okay. Thanks Paul. - ------------------------------------------------------------ PAUL REILLY - CENVEO, INC. - CHAIRMAN, PRESIDENT & CEO I want to thank you everybody for your time, and we look forward to our conference call in early February. Have a great day. - ------------------------------------------------------------ OPERATOR Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect.