Compass Diversified Trust Reports Third Quarter and Nine Month 2006 Financial Results14 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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