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Compass Diversified Trust Reports Third Quarter and Nine Month 2006 Financial Results

14 November 2006

Compass Diversified Trust (Nasdaq: CODI) and Compass Group Diversified Holdings LLC (collectively, the "Trust" or "CODI") announced today the consolidated results of operations for the three and nine months ended September 30, 2006.


For the quarter ended September 30, 2006, Compass Diversified Trust reported cash flow available for distribution of $7.9 million. For the nine months ended September 30, 2006, Compass Diversified Trust reported cash flow available for distribution of $13.9 million. For the nine month period, the Trust's results only reflect 46 days of activity for its initial businesses in the second quarter and the complete results of operations for the third quarter.


On September 29, 2006, the Trust's Board of Directors declared a distribution of $0.2625 per share payable on October 19, 2006 to all Trust shareholders of record as of October 13, 2006. The Trust intends to continue to declare and pay regular quarterly cash distributions on all outstanding shares.


Based upon the Trust's reported cash flow available for distribution for the quarter ended September 30, 2006 of $7.9 million, the coverage ratio of cash available for distribution to declared distributions for the October 19, 2006 distribution was approximately 1.5x. For the nine month period, that same coverage ratio for the combined July 18, 2006 distribution of $0.1327 per share and the October 19, 2006 distribution was approximately 1.7x.


The quarter ended September 30, 2006 was the first for which the Trust reported a non-cash expense of $8.0 million associated with the Supplemental Put Agreement (the "SPA") between its subsidiary, Compass Group Diversified Holdings LLC (the "Company") and Compass Group Management, LLC (the "Manager"). Upon termination of the Company's Management Services Agreement with the Manager, the Company is obligated to purchase the allocation interests owned by the Manager for a price (its "fair value") to be determined in accordance with the SPA. The Trust is required each quarter for accounting purposes to record the change in fair value of the obligation associated with the SPA in its earnings. This supplemental put accrual does not affect the Trust's cash flows or the calculation of cash flow available for distribution, but results in the recognition of a supplemental put expense in our income statement.


In commenting on the quarter, I. Joseph Massoud, CEO of the Company noted, "The third quarter represented our first full quarter of ownership and management of our subsidiary businesses. During the quarter, results of operations from these businesses met our expectations. We are extremely encouraged by the growth in cash flows for our company as a whole, and the coverage that this cash flow provides for our shareholder distributions. Regarding the Supplemental Put Agreement, the accrual associated therewith primarily represents the portion of the estimated increase in the value of our businesses over the Company's book value in those businesses to which the Manager would be entitled if the Management Services Agreement were terminated. Importantly, it should be noted that this particular non-cash expense may fluctuate significantly in future reporting periods as changes in subsidiary operating performance and other factors could significantly impact this estimate."


On August 1, 2006, the Company announced its acquisition of a controlling interest in Anodyne Medical Device, Inc. ("AMD"), a leading manufacturer of medical support surfaces and patient positioning devices. Total consideration for the transaction was approximately $31.0 million. On September 18, 2006, the Company further announced that AMD had executed a definitive purchase agreement to acquire Anatomic Concepts, Inc. from Anatomic Global, Inc. Total consideration for the transaction, which was completed on October 5, 2006, was $9.2 million.


About Compass Diversified Trust


Compass Diversified Trust ("CODI") was formed to acquire and manage a group of profitable middle market businesses that are headquartered in North America. CODI provides public investors with an opportunity to participate in the ownership and growth of companies which have historically been owned by private equity firms or wealthy individuals or families. CODI's disciplined approach to its target market provides opportunities to methodically purchase attractive businesses at values that are accretive to its shareholders. For sellers of businesses, CODI's' unique structure allows CODI to acquire businesses efficiently with no financing contingencies and, following acquisition, to provide its companies with substantial access to growth capital.


Upon acquisition, CODI works with the executive teams of its subsidiary companies to identify and capitalize on opportunities to grow those companies' earnings and cash flows. These cash flows support distributions to CODI shareholders, which are intended to be steady and growing over the long term.


Subsidiary Businesses


- CBS Personnel Holdings, Inc. and its consolidated subsidiaries, referred


to as CBS Personnel, is a provider of temporary staffing services in the


United States. CBS Personnel is headquartered in Cincinnati, OH,


operates 132 branch locations in 16 states and was founded in 1970.


- Crosman Acquisition Corporation and its consolidated subsidiaries,


referred to as Crosman, is a leading manufacturer of recreational airgun


and paintball products (through Game Face). Crossman is headquartered in


East Bloomfield, NY and was originally founded in 1923.


- Compass AC Holdings, Inc. and its consolidated subsidiary, referred to


as Advanced Circuits, is a manufacturer of low-volume quick-turn and


prototype rigid printed circuit boards ("PCBs"). The Company is based in


Aurora, CO and was founded in 1989.


- Silvue Technologies Group, Inc. and its consolidated subsidiaries,


referred to as Silvue, is a developer and manufacturer of proprietary,


high-performance coating systems for polycarbonate, glass, acrylic,


metals and other substrate materials used in the premium eyewear,


aerospace, automotive and industrial markets. Silvue is based in


Anaheim, CA and was founded in 1986.


- Anodyne Medical Device, Inc. and its consolidated subsidiaries, referred


to as AMD, is a leading manufacturer of medical support surfaces and


patient positioning devices, primarily used for the prevention and


treatment of pressure wounds experienced by patients with limited or no


mobility. AMD is based in Los Angeles, CA and was founded in 2005.


To find out more about Compass Diversified Trust, please visit http://www.compassdiversifiedtrust.com.


This press release may contain certain forward-looking statements, including statements with regard to the future performance of the Trust. Words such as "believes," "expects," "projects," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10Qs filed by CODI with the Securities and Exchange Commission for the quarters ended March 31,2006 and June 30, 2006 and other filings with the Securities and Exchange Commission. CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Compass Diversified Trust Investor Relations Contact:


Jim Bottiglieri KCSA Worldwide


Chief Financial Officer Jeffrey Goldberger / Garth Russell


203.221.1703 212.896.1249 / 212.896.1250


jbottiglieri@compasstrust.com jgoldberger@kcsa.com / grussell@kcsa.com


Compass Diversified Trust


Condensed Consolidated Balance Sheets


(in thousands)


September 30, December 31,


2006 2005


(Unaudited)


Assets


Current assets:


Cash and cash equivalents $ 13,049 $ 100


Accounts receivable, less allowances


of $4,738 at September 30, 2006 91,142 -


Inventories 22,162 -


Prepaid expenses and other current


assets 10,140 3,308


Current assets of discontinued


operations 542 -


Total current assets 137,035 3,408


Property, plant and equipment, net 22,110 -


Goodwill 189,448 -


Intangible assets, net 143,678 -


Deferred debt issuance costs, net 5,834 -


Other non-current assets 12,401 -


Assets of discontinued operations 466 -


Total assets $510,972 $ 3,408


Liabilities and stockholders' equity


(deficit)


Current liabilities:


Accounts payable and accrued expenses $ 65,074 $ 1


Distributions payable 5,368 -


Due to related party 531 3,308


Working capital facility 11,697 -


Current liabilities of discontinued


operations 625 -


Total current liabilities 83,295 3,309


Supplemental put obligation 8,016 -


Long-term debt less current portion 60,000 -


Deferred income taxes 42,842 -


Other non-current liabilities 17,544 -


Total liabilities 211,697 3,309


Minority interests 25,956 100


Total stockholders' equity (deficit) 273,319 (1)


Total liabilities and stockholders'


equity (deficit) $510,972 $ 3,408


Compass Diversified Trust


Condensed Consolidated Statement of Operations


(in thousands, except per share data, unaudited)


Three Months Nine Months


Ended Ended


September 30, 2006 September 30, 2006


Net sales $183,837 $278,520


Cost of sales 138,875 209,752


Gross profit 44,962 68,768


Operating expenses:


Staffing expense 13,468 20,439


Selling, general and


administrative expenses 15,563 23,911


Supplemental Put obligation 8,016 8,016


Fees to manager 1,928 2,814


Research and development expense 279 1,553


Amortization expense 2,865 4,156


Operating income 2,843 7,879


Other income (expense):


Interest income 353 447


Interest expense (2,340) (3,414)


Amortization of debt issuance


costs (321) (479)


Other income, net 205 594


Income from continuing


operations before income


taxes and minority


interests 740 5,027


Provision for income taxes 3,582 5,163


Minority interest 1,187 1,896


Loss from continuing


operations (4,029) (2,032)


Income from discontinued operations,


net of income taxes 145 260


Net loss $ (3,884) $ (1,772)


Basic and fully diluted loss per


share $ (0.19) $ (0.18)


Weighted average number of shares of


trust stock outstanding - basic and


fully diluted 20,120 10,031


Cash dividends declared per share $ 0.2625 $ 0.3952


Compass Diversified Trust


Condensed Consolidated Statement of Cash Flows


(in thousands, unaudited)


Nine Months


Ended


September 30, 2006


Cash flows from operating activities:


Net loss from continuing operations $(2,032)


Adjustments to reconcile net loss to


net cash provided by operating


activities:


Depreciation of property and


equipment 1,526


Amortization of intangible assets 4,156


Amortization of debt issuance


costs 479


Supplemental put obligation 8,016


Minority interests 1,896


Loan forgiveness accrual 1,072


Deferred taxes (624)


In process research and


development charge 1,120


Other (389)


Changes in operating assets and


liabilities, net of acquisition:


Increase in accounts receivable (4,357)


Increase in inventories (8,323)


Decrease in prepaid expenses and


other current assets 408


Increase in accounts payable and


accrued expenses 10,319


Decrease in due to related party (3,308)


Decrease in net assets of


discontinued operations 338


Net cash provided by


operating activities 10,297


Cash flows from investing activities:


Acquisition of initial


businesses, net of cash


acquired (310,759)


Purchases of property and


equipment (4,031)


Anodyne acquisition (31,050)


Net cash used in investing


activities (345,840)


Cash flows from financing activities:


Proceeds from the issuance of


debt 71,574


Proceeds from the issuance of


trust shares, net 284,962


Debt issuance costs (6,307)


Distributions paid (2,587)


Other 756


Net cash provided by


financing activities 348,398


Net increase in cash and cash


equivalents 12,855


Foreign currency adjustment 94


Cash and cash equivalents - beginning


of period 100


Cash and cash equivalents - end of


period $ 13,049


Compass Diversified Trust Condensed Consolidated Table of Cash Flows Available for Distribution ("CFAD")


(in thousands, unaudited)


Three Months Nine Months


Ended Ended


September 30, 2006 September 30, 2006


Net loss $(3,884) $(1,772)


Adjustment to reconcile net loss


to cash provided by operating


activities:


Depreciation and amortization 4,134 6,161


Supplemental put expense 8,016 8,016


Silvue's in process R&D


expensed at acquisition date - 1,120


Advanced Circuit's loan


forgiveness accrual 536 1,072


Minority interest 1,187 1,896


Deferred taxes (652) (624)


Other (205) (311)


Changes in operating assets and


liabilities (7,444) (5,261)


1,688 10,297


Add:


Unused fee on delayed term loan 554 842


Changes in operating assets and


liabilities 7,444 5,261


Less:


Maintenance capital


expenditures


CODI 51 70


CBS Personnel 255 291


Crosman 892 1,477


Advanced Circuits 253 323


Silvue 196 199


Anodyne 157 157


Estimated cash flow available for


distribution $ 7,882 $13,883


Distribution declared in September


2006 $(5,368) $(5,368)


Distribution paid in July 2006 - (2,547)


Total distributions $(5,368) $(7,915)

Source: prnewswire


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