UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2006


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMPASS DIVERSIFIED TRUST

(Exact name of registrant as specified in its charter)


Delaware (State ofor other jurisdiction of incorporation or organization)		0-51937 (Commission file number)		57-6218917 (I.R.S. employer identification number)

COMPASS GROUP DIVERSIFIED HOLDINGS LLC

(Exact name of registrant as specified in its charter)


Delaware (State ofor other jurisdiction of incorporation or organization)		0-51938 (Commission file number)		20-3812051 (I.R.S. employer identification number)

Sixty One Wilton Road
Second Floor
Westport, CT 06880
(203) 221-1703

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yeso Noþ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.


~~Large accelerated filer~~o		~~Accelerated filer~~o		Large accelerated filero Accelerated fileroNon-accelerated filerþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Noþ

As of ~~August~~November 1, 2006, there were 20,450,000 shares of
Compass Diversified Trust outstanding.

COMPASS DIVERSIFIED TRUST

QUARTERLY REPORT ON FORM 10-Q
For the period ended ~~June~~September 30, 2006

TABLE OF CONTENTS


				Page
				Number
Forward-Looking Statements					3
Part I Financial Information
	Item 1.	Financial Statements:
		Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2006 (unaudited) and December 31, 2005			4
		Condensed Consolidated Statement of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2006 (unaudited)			5
		Consolidated Statement of Stockholders’ Equity for the ~~six~~nine months ended ~~June~~September 30, 2006 (unaudited)			6
		Condensed Consolidated Statement of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2006 (unaudited)			7
		Notes to unaudited Condensed Consolidated Financial Statements			8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			2123
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk			3539
	Item 4.	Controls and Procedures			3640
Part II Other Information					37
	Item 1	Legal Proceedings			3741
	Item 1A.	Risk Factors			3741
	Item 5.	Other Information			42
	Item 6.	Exhibits			3943
	Signatures		40		44
Exhibit Index			42		46

NOTE TO READER

In reading this Quarterly Report on Form 10-Q, references to:

	•		the “Trust” refers to Compass Diversified Trust;

	•		“businesses” refers to, collectively, the initial businesses and Anodyne Medical Device, Inc. and the subsidiaries controlled by the Company;

	•		the “Company” refers to Compass Group Diversified Holdings LLC;

	•		the “Manager” refers to Compass Group Management ~~LLC;~~LLC (“CGM”);

	•		the “initial businesses” refers to, collectively, CBS Personnel Holdings, Inc., Crosman Acquisition Corporation, Compass AC Holdings, Inc. and Silvue Technologies Group, Inc.

	•		the “Trust Agreement” refers to the amended and restated trust agreement of the Trust dated as of April 25, 2006;

	•		the “LLC Agreement” refers to the amended and restated operating agreement of the Company dated as of April 25, 2006; and

	•		“we,” “us” and “our” refer to the Trust, the Company and the ~~initial~~ businesses together.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, contains both historical and forward-looking statements. We may, in some cases, use words such as “project,” “predict,” “believe’” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,” or “may,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q are subject to a number of risks and uncertainties, some of which are beyond our control, including, among other things:

	•		our ability to successfully operate our businesses on a combined basis, and to effectively integrate and improve any future acquisitions;

	•		our ability to remove ~~our Manager~~CGM and ~~our Manager’s~~CGM’s right to resign;

	•		the Trust and our organizational structure, which may limit our ability to meet our dividend and distribution policy;

	•		our ability to service and comply with the terms of our indebtedness;

	•		our cash flow available for distribution and our ability to make distributions in the future to our shareholders;

	•		our ability to pay the management fee, profit allocation when due and to pay the put price if and when due;

	•		our ability to make and finance future acquisitions;

	•		our ability to implement our acquisition and management strategies;

	•		the regulatory environment in which our businesses operate;

	•		trends in the industries in which our businesses operate;

	•		changes in general economic or business conditions or economic or demographic trends in the United States and other countries in which we have a presence, including changes in interest rates and inflation;

	•		environmental risks affecting the business or operations of our businesses;

	•		our and ~~our Manager’s~~CGM’s ability to retain or replace qualified employees of our businesses and ~~our Manager;~~CGM;

	•		costs and effects of legal and administrative proceedings, settlements, investigations and claims; and

	•		extraordinary or force majeure events affecting the business or operations of our businesses.

Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware or which we currently deem immaterial could also cause our actual results to differ.

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this Quarterly Report on Form 10-Q may not occur. These forward-looking statements are made as of the date of this Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, whether as a result of new information, future events or otherwise, except as required by law.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Compass Diversified Trust

Condensed Consolidated Balance Sheets


	June 30,		December 31,			September 30,			December 31,
	2006		2005			2006			2005
(in thousands)	(Unaudited)					(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	16,113	$	100		$	13,049		$	100
Accounts receivable, less allowances of $4,857 at June 30, 2006		84,062		—
Accounts receivable, less allowances of $4,738 at September 30, 2006							91,142			—
Inventories		11,667		—			22,162			—
Prepaid expenses and other current assets		10,019		3,308			10,140			3,308
Current assets of discontinued operations		597		—			542			—


Total current assets		122,458		3,408			137,035			3,408

Property, plant and equipment, net		19,451		—			22,110			—
Goodwill		167,981		—			189,448			—
Intangible assets, net		135,692		—			143,678			—
Deferred debt issuance costs, less accumulated amortization of $158 at June 30, 2006		6,149		—
Deferred debt issuance costs, less accumulated amortization of $473 at Sep. 30, 2006							5,834			—
Other non-current assets		6,208		—			12,401			—
Assets of discontinued operations		488		—			466			—


Total assets	$	458,427	$	3,408		$	510,972		$	3,408


Liabilities and stockholders’ equity
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable and accrued expenses	$	59,565	$	1		$	65,074		$	1
Distribution payable		2,587		—			5,368			—
Due to related party		1,017		3,308			531			3,308
Working capital facility		2,260		—			11,697			—
Current liabilities of discontinued operations		635		—			625			—


Total current liabilities		66,064		3,309			83,295			3,309

Supplemental put obligation							8,016
Long-term debt		50,000		—			60,000			—
Deferred income taxes		41,969		—			42,842			—
Other non-current liabilities		16,400		—			17,544			—


Total liabilities		174,433		3,309			211,697			3,309

Minority interests		14,523		100			25,956			100

Stockholders’ equity (deficit)
Trust shares, no par value, 500,000 authorized; 19,500 shares issued and outstanding		269,471		—
Trust shares, no par value, 500,000 authorized; 20,450 shares issued and outstanding							275,092			—
Accumulated earnings (deficit)		—		(1	)		(1,773	)		(1	)

Total stockholders’ equity (deficit)		269,471		(1	)		273,319			(1	)

Total liabilities and stockholders’ equity (deficit)	$	458,427	$	3,408		$	510,972		$	3,408

Compass Diversified Trust

Condensed Consolidated Statement of Operations
(unaudited)


	Three-months			Six-months			Three-months			Nine-months
	Ended			Ended			Ended			Ended
(in thousands, except per share data)	June 30, 2006			June 30, 2006			September 30, 2006			September 30, 2006

Net sales	$	94,683		$	94,683		$	183,837		$	278,520
Cost of sales		70,877			70,877			138,875			209,752

Gross profit		23,806			23,806			44,962			68,768
Operating expenses:
Staffing expense		6,971			6,971			13,468			20,439
Selling, general and administrative expenses		8,348			8,348			15,563			23,911
Supplemental put expense								8,016			8,016
Fees to manager		886			886			1,928			2,814
Research and development expense		1,273			1,273			279			1,553
Amortization expense		1,291			1,291			2,865			4,156

Operating income		5,037			5,037			2,843			7,879

Other income (expense):
Interest income		139			139			353			447
Interest expense		(1,073	)		(1,073	)		(2,340	)		(3,414	)
Amortization of debt issuance costs		(158	)		(158	)		(321	)		(479	)
Other income, net		342			342			205			594


Income from continuing operations before income taxes and minority interests		4,287			4,287			740			5,027
Provision for income taxes		1,581			1,581			3,582			5,163
Minority interest		709			709			1,187			1,896


Income from continuing operations		1,997			1,997
Loss from continuing operations								(4,029	)		(2,032	)
Income from discontinued operations, net of income taxes		115			115			145			260


Net income	$	2,112		$	2,112
Net loss							$	(3,884	)	$	(1,772	)


Basic and fully diluted income per share	$	0.21		$	0.43
Basic and fully diluted loss per share							$	(0.19	)	$	(0.18	)


Weighted average number of shares of trust stock outstanding — basic and fully diluted		9,857			4,956			20,120			10,031


Cash dividends declared per share	$	0.1327		$	0.1327		$	0.2625		$	0.3952

Compass Diversified Trust

Condensed Consolidated Statement of Cash Flows
(unaudited)


	Six Months			Nine Months
	Ended			Ended
(in thousands)	June 30, 2006			September 30, 2006
Cash flows from operating activities:
Net income from continuing operations	$	1,997
Adjustments to reconcile net income to net cash provided by 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		578			1,526
Amortization of intangible assets		1,291
Amortization expense					4,156
Amortization of debt issuance costs		158			479
Supplemental put expense					8,016
Minority interests		709			1,896
Loan forgiveness accrual					1,072
Deferred taxes		28			(624	)
In-process research and development charge		1,120			1,120
Other		421			(389	)

Changes in operating assets and liabilities, net of acquisition:
Increase in accounts receivable		(122	)		(4,357	)
Increase in inventories		(785	)		(8,323	)
Increase in prepaid expenses and other current assets		(235	)
Decrease in prepaid expenses and other current assets					408
Increase in accounts payable and accrued expenses		6,633			10,319
Decrease in due to related party		(3,308	)		(3,308	)
Decrease in net assets of discontinued operations		124			338

Net cash provided by operating activities		8,609			10,297


Cash flows from investing activities:
Acquisition of initial businesses, net of cash acquired		(310,649	)		(310,759	)
Purchases of property and equipment		(2,113	)		(4,031	)
Anodyne acquisition					(31,050	)

Net cash used in investing activities		(312,762	)		(345,840	)


Cash flows from financing activities:
Proceeds from the issuance of debt		52,438			71,574
Proceeds from the issuance of trust shares, net		273,269			284,962
Increase in deferred debt issuance costs		(6,401	)
Debt issuance costs					(6,307	)
Distributions paid					(2,587	)
Other		870			756

Net cash provided by financing activities		320,176			348,398


Net increase in cash and cash equivalents		16,023			12,855
Foreign currency adjustment		(10	)		94

Cash and cash equivalents — beginning of period		100			100

Cash and cash equivalents — end of period	$	16,113		$	13,049


Supplemental disclosure of non-cash activities:
Income taxes paid	$	2,961		$	6,940
Interest paid	$	405		$	2,638
Distribution declared	$	2,587		$	5,368

Compass Diversified Trust

Notes to Condensed Consolidated Financial Statements
~~June~~September 30, 2006
(unaudited)

Note A — Organization and Business Operations

Compass Diversified Trust, a Delaware statutory trust (the “Trust”), was incorporated in Delaware on November 18, 2005. Compass Group Diversified Holdings, LLC, a Delaware limited liability company (the “Company”), was also formed on November 18, 2005. Compass Group Management LLC, a Delaware limited liability company (“CGM” or the “Manager”), was the sole owner of 100% of the Interests of the Company (as defined in the Company’s operating agreement, dated as of November 18, 2005, which were subsequently reclassified as the “Allocation Interests” pursuant to the Company’s amended and restated operating agreement, dated as of April 25, 2006 (as amended and restated, the “LLC Agreement”))~~(see~~ (see Note K — Related parties).

The Trust and the Company were formed to acquire and manage a group of small and middle-market businesses headquartered in the United States. In accordance with the amended and restated trust agreement, dated as of April 25, 2006 (the “Trust Agreement”), the Trust is sole owner of 100% of the Trust Interests (as defined in the LLC Agreement) of the Company and, pursuant to the LLC Agreement, the Company has, outstanding, the identical number of Trust Interests as the number of outstanding shares of the Trust. Compass Group Diversified Holdings, LLC, a Delaware limited liability company is the operating entity with a board of directors and other corporate governance responsibilities, similar to that of a Delaware corporation.

On May 16, 2006, the Company completed its initial public offering of 13,500,000 shares of the Trust at an offering price of $15.00 per share (“the IPO”). Total net proceeds from the IPO, after deducting the underwriters’ discounts, commissions and financial advisory fee, were approximately $188.3 million. On May 16, 2006, the Company also completed the private placement of 5,733,333 shares to Compass Group Investments, Inc (“CGI”) for approximately $86.0 million and completed the private placement of 266,667 shares to Pharos I LLC, an entity controlled by Mr. Massoud, the Chief Executive Officer of the Company, and owned by our management team, for approximately $4.0 million. CGI also purchased 666,667 shares for $10.0 million through the IPO.

On May 16, 2006, the Company also entered into a Financing Agreement, (the “Financing Agreement”), which is a $225.0 million secured credit facility with Ableco Finance LLC, as collateral and administrative agent. Specifically, the Financing Agreement provides for a $60.0 million revolving line of credit commitment, a $50.0 million term loan and a $115.0 million delayed draw term loan commitment. Outstanding indebtedness under the Financing Agreement will mature on May 16, 2011 (see Note H — Debt).

The Company used the net proceeds of the IPO, the separate private placements that closed in conjunction with the IPO, and initial borrowings under the Company’s Financing Agreement to make loans to and acquire controlling interests in each of the following businesses (the “initial businesses”), which controlling interests were acquired from certain subsidiaries of CGI and from certain minority owners of each initial ~~business:~~business. The Company paid an aggregate of approximately $139.3 million for the purchase of the controlling interests in the following initial businesses (see Note C):

	•		a controlling interest in CBS Personnel Holdings, Inc (“CBS Personnel”) was purchased for approximately $54.6 million, representing at the time of purchase approximately 97.6% of the outstanding stock of CBS Personnel on a primary basis and approximately 94.4% on a fully diluted basis, after giving effect to the exercise of vested and in the money options and vested non-contingent warrants;

	•		a controlling interest in Crosman Acquisition Corporation (“Crosman”) was purchased for approximately $26.1 million representing approximately 75.4% of the outstanding stock of Crosman on a primary basis and 73.8% on a fully diluted basis;

	•		a controlling interest in Compass AC Holdings, Inc.(“Advanced Circuits or ACI”) was purchased for approximately $35.4 million, representing approximately 70.2% of the outstanding stock of Advanced Circuits on a primary and fully diluted basis; and

	•		a controlling interest in Silvue Technologies Group, Inc. (“Silvue”)was purchased for approximately $23.2 million, representing approximately 73.0% of the outstanding stock of Silvue on a primary and fully diluted ~~basis,~~basis.

On July 31, 2006 the Company entered into a Stock and Note Purchase Agreement with CGI and Compass Medical Mattresses Partners, LP (the “Seller”), a wholly- owned, indirect subsidiary of CGI, to purchase approximately 47.3% of the outstanding capital stock, on a fully-diluted basis, of Anodyne Medical Device, Inc. (“Anodyne”), which represents approximately 69.8% of the voting power of all Anodyne stock. Pursuant to the same agreement, the Company also acquired from the Seller all of the outstanding debt under Anodyne’s credit facility (the “Original Loans”). On the same date, the Company entered into a Note Purchase and Sale Agreement with CGI and the Seller for the purchase from the Seller of a secured promissory note (the “Promissory Note”) issued by a borrower controlled by Anodyne’s chief executive officer,( see Note K — Related Party Transactions).

The purchase price aggregated approximately $31.1 million for the Anodyne stock, the Original Loans and the Promissory Note, which purchase price was paid by the Company in the form of $17.3 million in cash and 950,000 shares of newly issued shares in the Trust. The shares were valued at $13.1 million or $13.77 per share, the average closing price of the shares on the NASDAQ Global Market for the ten trading days ending on July 27, 2006. Transaction expenses were approximately $700,000. The cash consideration was funded through available cash and a drawing on our existing credit facility of approximately $18.0 million.

Concurrent with the closing of the acquisition of Anodyne, the Company amended Anodyne’s credit facility and made available to Anodyne a $5.0 million secured revolving loan commitment and secured term loans in the amount of $8.75 million The loans to Anodyne are secured by security interests in all of the assets of Anodyne and the pledge of the equity interests in Anodyne’s subsidiaries.

Note B — Summary of Significant Accounting Policies

Basis of Presentation

The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are in the opinion of management, necessary for the fair statement of financial condition and results of operations for the interim period. The results of operations for the quarter and ~~six~~nine months ended ~~June~~September 30, 2006 represents the results of operations of the initial businesses from May 16, 2006 to ~~June~~September 30, 2006 and the results of operations of Anodyne from August 1, 2006 to September 30, 2006, and therefore are not indicative of the results to be expected for the full year ~~or a full fiscal quarter.~~.

Principles of Consolidation

The consolidated financial statements include the accounts of the Trust and the Company, as well as the initial businesses as of May 16, 2006, and Anodyne as of August 1, 2006, all of which are controlled by the Company. All inter-company balances and transactions have been eliminated in consolidation. The operations of the initial businesses are included in the Company’s consolidated results from May 16, 2006, and Anodyne from August 1, 2006, the ~~date~~dates of acquisition.

The acquisition of businesses that the Company owns or controls more than a 50% share of the voting interest are accounted for under the purchase method of accounting. The amount assigned to the identifiable assets acquired and the liabilities assumed is based on the estimated fair values as of the date of acquisition, with the remainder, if any, recorded as goodwill.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles generally requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those ~~estimates~~estimates.

Revenue recognition

In accordance with Staff Accounting Bulletin 104,Revenue Recognition, the Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sellers price to the buyer is fixed and determinable, and collection is reasonably assured. Shipping and handling costs are charged to operations when incurred and are classified as a component of cost of sales.

CBS Personnel

Revenue from temporary staffing services is recognized at the time services are provided by the Company employees and is reported based on gross billings to customers. Revenue from employee leasing services is recorded at the time services are provided and is reported on a net basis (gross billings to clients less worksite employee salaries and payroll -related taxes). Revenue is recognized for permanent placement services at the employee start date. Permanent placement services are fully guaranteed to the satisfaction of the customer for a specified ~~period and as such, allowances based on historical experience are recognized upon recognition of the sale.~~period.

Advanced Circuits

Revenue is recognized upon shipment of product to the customer, net of sales returns and allowances. Appropriate reserves are established for anticipated returns and allowances based on past experience. Revenue is typically recorded at F.O.B. shipping point but for sales of certain custom products, revenue is recognized upon completion and customer acceptance.

Silvue

For certain UK customers, revenue is recognized after receipt by the customer as the terms are F.O.B. destination.

Anodyne

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Inventories

Inventories consist of manufactured goods and purchased goods acquired for resale. Manufactured inventory costs include raw materials, direct and indirect labor and factory overhead. Inventories are stated at lower of cost or market and are determined using the first-in, first-out method.

Property, plant and equipment

Property, plant and equipment, is recorded at cost. The cost of major additions or betterments is capitalized, while maintenance and repairs that do not improve or extend the useful lives of the related assets are expensed as incurred. Depreciation is provided principally on the straight-line method over estimated useful lives. Leasehold improvements are amortized over the life of the lease or the life of the improvement, whichever is shorter.

The useful lives are as follows:


Machinery and Equipment		3 to 5 years
Office Furniture and Equipment		3 to 5 years
Buildings and Building Improvements		2 to 15 years
Vehicles		2 to 3 years
Leasehold Improvements	Shorter of useful life or lease term

Property, plant and equipment and other long-lived assets are evaluated for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated discounted present value of the expected future cash flows from using the asset.

Deferred charges

Deferred charges representing the costs associated with the issuance of debt instruments are amortized over the life of the related debt ~~instrument~~instrument.

Insurance reserves

Insurance reserves represent estimated costs of self insurance associated with product liability and workers’ compensation at the Company’s subsidiary Crosman and estimated costs of self insurance for workers’ compensation at the Company’s subsidiary CBS Personnel. Stop loss coverage is maintained for individual and aggregate product liability claims. The reserves for workers’ compensation are based upon actuarial assumptions of individual case estimates and incurred but not reported (“IBNR”) losses. At ~~June~~September 30, 2006, the current portion of these reserves are included as a component of accounts payable and accrued liabilities and the non-current portion is included as a component of other non-current liabilities.

Supplemental Put

As distinct from its role as Manager of the Company, CGM is also the owner of 100% of the allocation interests in the Company. Concurrent with the IPO, CGM and the Company entered into a Supplemental Put Agreement, which may require the Company to acquire these allocation interests upon termination of the Management Services Agreement.. Essentially, the put rights granted to CGM require the Company to acquire CGM’s allocation interests in the Company at a price based on a percentage of the increase in fair value in the Company’s businesses over its basis in those businesses, Each fiscal quarter the Company estimates the fair value of its businesses for the purpose of determining its potential liability associated with the Supplemental Put Agreement. Any change in the potential liability is accrued currently as a non-cash adjustment to earnings. For the three months ended September 30, 2006, the Company recognized approximately $8.0 million in non-cash expense related to the Supplemental Put Agreement.

Warranty reserves

The Company’s subsidiary, Crosman, generally warrants its air-gun product for one year and its soft air products for 90 days. The warranty accrual is based on the prior nine months historical warranty activity and is included in accrued expenses. The activity in the product warranty reserve from May 16, 2006 (inception) to ~~June~~September 30, 2006 is as follows: (in thousands)


Balance at May 16, 2006	$	724		$	724
Accruals for warranties issued during period		443			1,219

Settlements made during the period		(408	)		(1,137	)

Balance at June 30, 2006	$	759
Balance at September 30, 2006				$	806

Earnings per share

Basic and diluted income per share is computed on a weighted average basis from the period January 1, 2006 through ~~June~~September 30, 2006. The weighted average number of trust shares outstanding was computed based on 1,000 shares of allocation interests outstanding for the period January 1, 2006 through ~~June~~September 30, 2006, ~~and~~ 19,500,000 trust shares, for the period from May 16, 2006 through ~~June~~September 30, 2006 and 950,000 additional trust shares (issued in connection with the acquisition of Anodyne) for the period from August 1, 2006 through September 30, 2006.

Advertising costs

All advertising costs are expensed in operations as incurred. Advertising costs were ~~$0.7~~$1.5 million and $2.2 million for the three and ~~six months~~nine month periods ended ~~June~~September 30, 2006.

Research and development

Research and development costs are charged to operations when incurred. Research and development expense was approximately ~~$1.3~~$0.3 million and $1.6 million for the ~~period~~three and nine months ended ~~June~~September 30, 2006 which includes approximately $1.1 million of in-process research and development costs charged to expense in connection with the purchase asset allocation of the Company’s subsidiary, Silvue on May 16, 2006.

Recent accounting pronouncements

On July 13, 2006, the Financial Accounting Standards Board issued Interpretation No. (FIN) 48,Accounting for Uncertainty in Income Taxes,which is effective January 1, 2007. The purpose of FIN 48 is to clarify and set forth consistent rules for accounting for uncertain tax positions in accordance with FAS 109,Accounting for Income Taxes.The cumulative effect of applying the provisions of this interpretation is required to be reported separately as an adjustment to the opening balance of retained earnings in the year of adoption. The Company is in the process of reviewing and evaluating FIN 48, and therefore the ultimate impact of its adoption is not yet known.

In September 2006, the U.S. Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB 108 eliminates the diversity of practice surrounding how public companies quantify financial statement misstatements. It establishes an approach that requires quantification of financial statement misstatements based on the effects of the misstatements on each of the company’s financial statements and the related financial statement disclosures. We do not expect SAB 108 to have a material impact on our financial condition or results of operations. SAB 108 must be applied to annual financial statements for their first fiscal year ending after November 15, 2006.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). This standard clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing an asset or liability. Additionally, it establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. We have not yet determined the impact that the implementation of SFAS No. 157 will have on our results of operations or financial condition. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106, and 132(R)” ( “SFAS No. 158”). This standard requires employers to recognize the underfunded or overfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in the funded status in the year in which the changes occur through accumulated other comprehensive income. Additionally, SFAS No. 158 requires employers to measure the funded status of a plan as of the date of its year-end statement of financial position. We are currently evaluating the impact that the implementation of SFAS No. 158 will have on our financial statements. The new reporting requirements and related new footnote disclosure rules of SFAS No. 158 are effective for fiscal years ending after December 15, 2006. The new measurement date requirement applies for fiscal years ending after December 15, 2008. We have determined that this statement is not applicable to the Company.

1112

Note C — Acquisition of ~~initial~~ businesses

The Company used the proceeds from its initial public offering and private placements to acquire controlling interests in its initial businesses for cash from CGI and minority interest holders. On August 1, 2006, the Company purchased a controlling interest in Anodyne, which manufactures and distributes medical mattresses.

The acquisition of majority interests in the Company’s ~~initial~~ businesses have been accounted for under the purchase method of accounting. The preliminary purchase price allocation is based on estimates of the fair value of the assets acquired and liabilities assumed. The fair values assigned to the acquired assets were developed from information supplied by management and valuations supplied by independent appraisal experts.

Allocation of Purchase ~~Price~~Price- initial businesses

The acquisitions have been accounted for under the purchase method of accounting. The results of operations of each of the initial businesses and Anodyne are included in the condensed consolidated financial statements since May 16, ~~2006.~~2006 and August 1, 2006, respectively . In accordance with SFAS No. 141 a deferred tax liability was recorded to reflect the net increase in the financial accounting basis of the assets acquired over their related income tax basis (see Note I ). The initial purchase price allocation may be adjusted within one year of the purchase date for changes in estimates of the fair value of assets acquired and liabilities assumed.

As part of the acquisition of the initial businesses the Company allocated approximately $100.7 million of the purchase price to customer relations in accordance with EITF 02-17. “Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination.” The Company will amortize the amount allocated to customer relationships over a period ranging from 9 to 16 years. In addition the Company allocated approximately $34.4 million of the purchase price to trade names and technology. Trade names totaling approximately $26.9 million of the allocation have indefinite lives.

The estimated fair value of assets acquired and liabilities assumed that were accounted for as a business combination relating to the acquisitions of the initial businesses are summarized below.


(in thousands)	CBS Personnel		Crosman		ACI		Silvue		Total
*Assets:*
Current assets (1)	$	65,033	$	34,793	$	5,737	$	6,597	$	112,160
Property, plant and equipment		2,617		9,983		3,158		2,137		17,895
Intangible assets		71,200		19,150		20,700		26,920		137,970
Goodwill		60,073		28,783		59,563		18,034		166,453
Other assets		1,927		3,500		592		517		6,536


Total assets		200,850		96,209		89,750		54,205		441,014

*Liabilities*:
Current Liabilities		34,741		15,442		5,669		6,668		62,520
Other liabilities		108,149		48,944		46,396		21,891		225,380
Minority interests		3,401		5,703		2,259		2,427		13,790


Total liabilities and minority interests		146,291		70,089		54,324		30,986		301,690
Cost of net assets acquired		54,559		26,120		35,426		23,219		139,324
Loans to initial businesses		73,228		46,477		45,606		14,294		179,605

	$	127,787	$	72,597	$	81,032	$	37,513	$	318,929


(1)		– Includes approximately ~~$8.3~~$8.2 million in cash.

1213

Allocation of Purchase Price- Anodyne

The estimated fair value of assets acquired and liabilities assumed that were accounted for as a business combination relating to the acquisition of Anodyne is summarized below.


(in thousands)	Anodyne
*Assets:*
Current assets	$	6,347
Property, plant and equipment		1,909
Intangible assets		10,890
Goodwill		21,507
Other assets		581

Total assets		41,234

*Liabilities*:
Current liabilities		2,991
Other liabilities		12,636
Minority interests		10,593

Total liabilities and minority interests		26,220
Cost of net assets acquired		15,014
Note purchase		5,286
Loans to Anodyne		10,750

	$	31,050

Unaudited Pro Forma Information

The following unaudited pro forma data for the ~~six~~nine months ended ~~June~~September 30, 2006 gives effect to the acquisition of the initial businesses and the acquisition of Anodyne, all as described ~~in this note~~above, as if the acquisitions had been completed as of January 1, 2006. The pro forma data gives effect to actual operating results and adjustments to interest expense, amortization and minority interests in the acquired businesses. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transactions had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representative of these results for any future period. ~~The pro-forma information below only includes the acquisitions of our initial businesses.~~

Six months ended June 30, 2006
(in thousands, except per share data) Total
Net sales $ 352,586
Income from continuing operations before income taxes and minority interests $ 14,471
Net income $ 7,605
Basic and fully diluted income per share $ 0.39
Nine months ended September 30, 2006


(in thousands, except per share data)	Total
Net sales	$	547,622
Income from continuing operations before income taxes and minority interests	$	14,086
Net income	$	838
Basic and fully diluted income per share	$	0.04

Note D — Business segment data

At ~~June~~September 30, 2006 the Company has ~~four~~five reportable business segments which represent the initial businesses acquired on May 16, 2006 and Anodyne acquired on August 1, 2006. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. ~~The initial businesses were acquired in connection with the Company’s IPO (see Note A) and local management at the time of acquisition was retained.~~

A description of each of the reportable segments and the types of products and services from which each segment derives its revenues is as follows:

	•		CBS Personnel, a human resources outsourcing firm, is a provider of temporary staffing services in the United States. CBS Personnel serves over 3,500 corporate and small business clients. CBS Personnel also offers employee leasing services, permanent staffing and temporary-to-permanent placement services.

	•		Crosman, a recreational products company, is a manufacturer and distributor of recreational ~~airgun~~air rifle products and ~~related products and accessories.~~accessories as well as soft-air products. Its products are sold primarily in North America through approximately 500 retailers.

	•		ACI, an electronic components manufacturing company, is a provider of prototype and quick-turn printed circuit boards. ACI manufactures and delivers custom printed circuit boards to over 4,000 customers in the United States.

	•		Silvue, a global hard-coatings company, is a developer and producer of proprietary, high performance liquid coating system used in the eye-ware, aerospace, automotive and industrial markets. Silvue has sales and distribution operations in the United States, Europe and Asia as well as manufacturing operations in the United States and Asia.

	•		Anodyne, a medical support surfaces company, is a manufacturer of patient positioning devices primarily used for the prevention and treatment of pressure wounds experienced by patients with limited or no mobility. Anodyne is headquartered in California and its product is sold primarily in North America.

The tabular information that follows shows data of reportable segments reconciled to amounts reflected in the Consolidated Financial Statements. The Company does not consider the purchase accounting adjustments associated with its purchase of ~~the initial~~its businesses in assessing the performance of individual reporting units. These adjustments are included as part of the reconciliations of segment amounts to consolidated amounts. The operations of each of the ~~initial~~ businesses are included in consolidated operating results as of ~~May 16, 2006, the~~their date of acquisition. There are no inter-segment transactions.

Depreciation
and
amortization
expense
for the three
and six
Identifiable months
Goodwill assets ended
Goodwill and identifiable assets of business segments June 30, 2006 June 30, 2006 June 30, 2006
CBS Personnel $ 59,294 $ 78,810 $ 295
Crosman 32,377 59,804 337
ACI 50,659 27,178 409
Silvue 11,304 19,853 129

Total 153,634 185,645 $ 1.170
Reconciliation of segments to consolidated amount: —
Corporate and other identifiable assets — 104,781 857
Goodwill carried at Corporate level 14,347 — —

Total $ 167,981 $ 290,446 $ 2,027

Goodwill and identifiable assets of business segments


					Depreciation and
					amortization
					expense for the
					nine months
	Goodwill		Identifiable assets		ended
	September 30,		September 30,		September 30,
	2006		2006 (3)		2006
CBS Personnel	$	59,294	$	17,902	$	843
Crosman		32,377		47,275		879
ACI		50,659		23,863		1,226
Silvue		11,270		16,650		420
Anodyne		17,585		14,193		171

Total		171,185		119,883	$	3,539
Reconciliation of segments to consolidated amount:		—
Corporate and other identifiable assets		—		110,499		2,622
Goodwill carried at Corporate level		18,263		—		—

Total	$	189,448	$	230,382	$	6,161


(3)		Not including accounts receivable scheduled above

Note E — Inventories

Inventories are stated at the lower of cost or market determined on the first-in, first-out method. Cost includes raw materials, direct labor and manufacturing overhead. Market value is based on current replacement cost for raw materials and supplies and on net realizable value for finished goods. Inventory consisted of the following (in thousands):

June 30, 2006
Raw Materials And Supplies $ 4,826
Finished Goods 6,880
Less Obsolescence Reserve (39 )

$ 11,667


	September 30, 2006
Raw materials and supplies	$	9,274
Finished goods		12,920
Less: obsolescence reserve		(32	)

	$	22,162

Note F –— Property, plant and equipment

Property, plant and equipment is comprised of the following (in thousands)

June 30, 2006
Land $ 258
Machinery and Equipment 9,575
Office Furniture and Equipment 4,523
Buildings and Building Improvements 4,433
Leasehold Improvements 1,220

20,009
Less: Accumulated depreciation (558 )

$ 19,451


	September 30, 2006
Land	$	256
Machinery and equipment		12,017
Office furniture and equipment		4,842
Buildings and building improvements		5,053
Leasehold improvements		1,468

		23,636
Less: Accumulated depreciation		(1,526	)

	$	22,110

Depreciation expense was ~~$0.6~~$0.9 million and $1.5 million during the three and ~~six~~nine month periods ended ~~June~~September 30, 2006.

1517

Indebtedness under the Financing Agreement bears interest at rates equal to the London Interbank Offer Rate, or LIBOR, plus a spread ranging from 4.25% to 5.50%, depending on the Company’s leverage ratio (as defined in the Financing Agreement) at the time of borrowing. The interest rate will increase by 2.0% above the highest applicable rate during any period when an event of default under the Financing Agreement has occurred and is continuing. In addition, the Company pays commitment fees ranging between 1.0% and 1.5% per annum on the unused portion of the $60.0 million revolving line of credit and a rate ranging between 1.0% and 2.0% on the unused portion of the $115.0 million delayed draw term loan, which rate will adjust downwards as such loans are drawn. The Company ~~pays~~will pay letter of credit override fees at a rate ranging between 1.0% and 1.5% of the aggregate amount of letters of credit outstanding at any business, which rate will adjust downward based on the amount drawn on the revolving line of credit. Letters of Credit outstanding at September 30, 2006 total approximately $20.0 million. These fees are reflected as a component of interest expense in the Company’s Statement of Operations. ~~Letters of credit outstanding at June 30, 2006 total approximately $21.0 million.~~

The Company is subject to certain affirmative and restrictive covenants arising under the Financing Agreement, among other customary covenants that require the Company:

	•		to maintain a minimum level of cash flow and coverage of fixed charges;

	•		to leverage new businesses it acquires to a minimum specified level at the time of acquisition; and

	•		to keep the total debt to cash flow at or below a ratio of 3 to 1.

In addition, the Company is only permitted to make acquisitions that satisfy certain specified minimum criteria. A breach of any of these covenants will be an event of default under the Financing Agreement, among other customary events of default. Upon the occurrence of an event of default, the lender will have the right to accelerate the maturity of any indebtedness outstanding under the Financing Agreement; the Company may be prohibited from making any distributions to its shareholders and will be subject to additional restrictions, prohibitions and limitations. As of ~~June~~September 30, 2006 the Company was in compliance with all of the covenants included in the Financing Agreement.

The Company has the ability to voluntarily prepay up to approximately $50 million of the Financing Agreement without penalty provided that the Company does not elect to terminate the commitments under the Financing Agreement in connection with such prepayment. If any amount in excess of $50 million is voluntarily prepaid or if the Company elects to terminate the commitments under the Financing Agreement, the Company is required to pay a premium ranging from 4% if the prepayment occurs on or prior to the first anniversary of the closing of the Financing Agreement, which premium decreases to 2% after the first anniversary and on or prior to the second anniversary and 1% after the second anniversary and on or prior to third anniversary thereof. After the third anniversary of the closing of the Financing Agreement, there will be no prepayment penalty.

The Company incurred approximately $6.4 million in fees and costs for the arranging of the Financing Agreement, which were paid to Ableco Finance LLC, the third party that assisted us in obtaining the financial agreement and for various other costs. These costs were capitalized and are being amortized over the life of the ~~loans~~loans.

As of ~~June~~September 30, 2006, the Company had $50.0 million in term loans outstanding; $10.0 million in delayed draw term loans outstanding and $9.5 million in ~~connection with~~revolving credit commitments outstanding under the Financing Agreement.

On June 6, 2006 Silvue entered into an unsecured working capital credit facility for its operations in Japan with The Chiba Bank Ltd. This credit facility provides Silvue with the ability to borrow up to approximately $3.5 million (400,000,000 yen) for working capital needs. The facility expires in May 2007. Outstanding obligations under this facility bear interest at the rate of 1.875% per annum. As of ~~June~~September 30, 2006, the Company had approximately ~~$2.3~~$2.2 million outstanding under this facility.

Note I — Income taxes

Compass Diversified Trust is classified as a grantor trust for U.S. Federal income tax purposes and is not subject to income taxes. Compass Diversified Holdings LLC is a partnership and is not subject to income taxes.

Each of the Company’s majority owned subsidiaries are subject to Federal and state income taxes.

1719

Note J — Stockholder’s equity

The Trust is authorized to issue 500,000,000 trust shares and the Company is authorized to issue a corresponding number of LLC interests. ~~As such, the~~The Company will at all times have the identical number of LLC interests outstanding as trust shares. Each trust share represents an undivided beneficial interest in the Trust, and each trust share is entitled to one vote per share on any matter with respect to which members of the Company are entitled to vote.

On July 18, 2006 the Trust paid a distribution of $0.1327 per share to all holders of record on July 11, 2006. This distribution represented a pro-rata distribution for the quarter ended June 30, 2006. On October 19, 2006 the Company paid a distribution of $0.2625 per share to all holders of record as of October 13, 2006 for the quarter ended September 30, 2006.

Note K — Related party transactions

The Company has entered into the following agreements with Compass Group Management LLC:

	•		Management Services Agreement

	•		LLC Agreement

	•		Supplemental Put Agreement

Management Services Agreement —The Company entered into a Management Services Agreement (“Agreement”) with CGM effective May 16, 2006. The Agreement provides for CGM to perform services for the Company in exchange for a management fee paid quarterly and equal to 0.5% of the Company’s adjusted net assets. The Company amended the Agreement on November 8, 2006, to clarify that adjusted net assets are not reduced by non-cash charges associated with the Supplemental Put Agreement, which amendment was unanimously approved by the Compensation Committee and the Board of Directors. The management fee is required to be paid prior to the payment of any distributions to shareholders. For the ~~period~~three and nine month periods ended ~~June~~September 30, 2006 the Company incurred the following management fees to CGM, by entity :(in thousands)


			Three months ended		Nine months ended
			September 30, 2006		September 30, 2006
CBS Personnel	$	135	$	261	$	396
Crosman		97		144		241
ACI		63		126		189
Silvue		44		87		131
Anodyne				58		58
Corporate		547		1,252		1,799

Total	$	886	$	1,928	$	2,814

LLC Agreement —As distinguished from its provision of providing management services to the Company, pursuant to the Management Services Agreement, CGM is also an equity holder of the Company’s allocation interests. As such, CGM has the right to distributions pursuant to a profit allocation formula upon the occurrence of certain events. CGM paid $100,000 for the aforementioned allocation interests and has the right to cause the Company to purchase the allocation interests it owns. (see Supplemental Put Agreement below).

Supplemental Put Agreement — ~~In connection~~As distinct from its role as Manager of the Company, CGM is also the owner of 100% of the allocation interests in the Company. Concurrent with the ~~LLC agreement described above~~IPO, CGM and the Company entered into a Supplemental Put Agreement, ~~with CGM pursuant to~~ which ~~CGM shall have the right to cause~~may require the Company to ~~purchase the~~acquire these allocation interests ~~then owned by them~~ upon termination of the Management Services Agreement. ~~The~~Essentially, the put rights granted to CGM require the Company ~~did not record an obligation relating~~to acquire CGM’s allocation interests in the Company at a price based on a percentage of the increase in fair value in the Company’s businesses over its basis in those businesses. Each fiscal quarter the Company estimates the fair value of its businesses for the purpose of determining its potential liability associated with the Supplemental Put Agreement. Any change in the potential liability is accrued currently as a non-cash adjustment to earnings. For the three months ended September 30, 2006, the Company recognized approximately $8.0 million in non-cash expense related to the Supplemental Put Agreement at the closing of the IPO or for the period ended June 30, 2006 because the amount paid for the Company’s manager’s allocation interest approximated the fair value of the Supplemental Put Agreement.

Anodyne acquisition

On July 31, 2006, the Company acquired from CGI and its wholly-owned, indirect subsidiary, Compass Medical Mattress Partners, LP (the “Seller”) approximately 47.3% of the outstanding capital stock, on a fully-diluted basis, of Anodyne, representing approximately ~~72.7%~~69.8% of the voting power of all Anodyne stock. Pursuant to the same agreement, the Company also acquired from the Seller all of the Original Loans. On the same date, the Company entered into a Note Purchase and Sale Agreement with CGI and the Seller for the purchase from the Seller of a Promissory Note (“Note”) issued by a borrower controlled by Anodyne’s chief executive officer. ~~Our manager~~The Note is secured by shares of Anodyne stock and guaranteed by Anodyne’s chief executive officer. The Note accrues interest at the rate of 13% per annum and is added to the Note’s principal balance. The balance of the Note plus accrued interest totaled approximately $5.4 million at September 30, 2006. The Note matures in August, 2008.

CGM acted as an advisor to the Company in the Anodyne transaction for which it received transaction services fees and expense payments totaling approximately $300,000. ~~(See Note N “Subsequent events” below).~~

Note L — Commitments and contingencies

In the normal course of business, the Company and its subsidiaries are involved in various claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, the Company does not believe that their outcome will have a material adverse effect on the Company’s consolidated financial position or results of operations.

Note M — Subsequent events

On ~~July 31,~~October 5, 2006 the Company entered into a Stock and Note Purchase Agreement with CGI and Compass Medical Mattresses Partners, LP (the “Seller”), a wholly- owned, indirect subsidiary of CGI, to purchase approximately 47.3% of the outstanding capital stock, on a fully-diluted basis, of Anodyne ~~Medical Device,~~acquired Anatomic Concepts, Inc. (“Anodyne”), which represents approximately 69.8% of the voting power of all Anodyne stock. Pursuant to the same agreement, the Company also acquired from the Seller all of the outstanding debt under Anodyne’s credit facility (the “Original Loans”Anatomic”). On the same date, the Company entered into a Note Purchase and Sale Agreement with CGI and the Seller for the purchase from the Seller of a secured promissory note (the “Promissory Note”) issued by a borrower controlled by Anodyne’s chief executive officer.

The ~~purchase price aggregated approximately $30.4 million for the Anodyne stock, the Original Loans and the Promissory Note, which~~cash purchase price was ~~paid by the~~approximately $9.2 million. The Company ~~in the form of $17.3~~borrowed $4.0 million under its revolving credit facility and $5.0 million in ~~cash~~delayed draw term loans to finance this acquisition. The acquisition will be accounted for under the purchase method of accounting. Anatomic designs, manufactures and 950,000 shares of newly issued shares in the Trust. The shares were valued at $13.1 million or $13.77 per share, the average closing price of the shares on the NASDAQ Global Market for the ten trading days ending on July 27, 2006. Transaction expenses were approximately equal to $700,000. The cash consideration was funded through available cash and a drawing on our existing credit facility of approximately $18.0 million.

~~Anodyne, a leading manufacturer of~~distributes medical support surfaces and medical patient positioning devices, ~~was established in February 2006 by CGI~~including mattresses, mattress overlays and ~~Anodyne’s chief executive officer to acquire AMF Support Surfaces, Inc. (“AMF”)~~replacements, operating room patient positioning devices, operating table pads and ~~the business of SenTech Medical Systems, Inc. (“SenTech”),~~related accessories. Anatomic is located in Corona, California and Coral Springs, Florida, respectively. AMF is a leading manufacturer of powered and static mattress replacement systems, mattress overlays, seating cushions and patient positing devices. SenTech is a leading designer and manufacturer of advanced electronically controlled alternating pressure, low air loss and lateral rotation specialty support surfaces for the wound care industry.

Concurrent with the closing of the acquisition of Anodyne, the Company amended Anodyne’s credit facility so that it will make available to Anodyne a $5.0 million secured revolving loan commitment and secured term loans in the amount of $8.75 million. The loans to Anodyne are secured by security interests in all of the assets of Anodyne and the pledge of the equity interests in Anodyne’s subsidiaries. The terms and conditions of the credit facilities are similar to those in place with our existing businesses, except as to amount and the inclusion of a separate acquisition facility.California.

2022

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This item 2 contains forward-looking statements. Forward-looking statements in this Quarterly Report onForm 10-Q are subject to a number of risks and uncertainties, some of which are beyond our control. Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware or which we currently deem immaterial could also cause our actual results to differ, including those discussed in the sections entitled” Forward-Looking Statements” and “Risk Factors” included elsewhere in this Quarterly Report as well as those risk factors discussed in the section entitled “Risk Factors” in our Registration Statement onForm S-1 (File No. 130326).

Overview

Compass Diversified Trust, a Delaware statutory trust (the “Trust”), was incorporated in Delaware on November 18, 2005. Compass Group Diversified Holdings, LLC, a Delaware limited liability company (the “Company”, “Compass”, “we” or “us”), was also formed on November 18, 2005. Compass Group Management LLC, a Delaware limited liability company (the “Manager”), was the sole owner of 100% of the Interests of the Company (as defined in the Company’s operating agreement, dated as of November 18, 2005, which were subsequently reclassified as the “Allocation Interests” pursuant to the Company’s amended and restated operating agreement, dated as of April 25, 2006 (as amended and restated, the “LLC Agreement”)).

The Trust and the Company were formed to acquire and manage a group of small and middle-market businesses headquartered in the United States. In accordance with the amended and restated trust agreement, dated as of April 25, 2006 (the “Trust Agreement”), the Trust is sole owner of 100% of the Trust Interests (as defined in the LLC Agreement) of the Company and, pursuant to the LLC Agreement, the Company has outstanding, the identical number of Trust Interests as the number of outstanding shares of the Trust. The Company is the operating entity with a board of directors and other corporate governance responsibilities, similar to that of a Delaware corporation.

Initial public offering and acquisition of initial businesses

On May 16, 2006, we completed our initial public offering of 13,500,000 shares of the Trust at an offering price of $15.00 per share (“the IPO”). Total net proceeds from the IPO, after deducting the underwriters’ discounts, commissions and financial advisory fee, were approximately $188.3 million. On May 16, 2006, we also completed the private placement of 5,733,333 shares to CGI for approximately $86.0 million and completed the private placement of 266,667 shares to Pharos I LLC, an entity controlled by Mr. Massoud, the Chief Executive Officer of the Company, and owned by our management team, for approximately $4.0 million. CGI also purchased 666,667 shares for $10.0 million through the IPO.

On May 16, 2006, we also entered into a Financing Agreement, (the “Financing Agreement”), which is a $225.0 million secured credit facility with Ableco Finance LLC, as collateral and administrative agent. Specifically, the Financing Agreement provides for a $60.0 million revolving line of credit commitment, a $50.0 million term loan and a $115.0 million delayed draw term loan commitment. Outstanding indebtedness under the Financing Agreement will mature on May 16, ~~2011~~2011.

We used the net proceeds of the IPO, the separate private placements that closed in conjunction with the IPO, and initial borrowings under our Financing Agreement to make loans to and acquire controlling interest in each of the following businesses (the “initial businesses”), which controlling interests were acquired from certain subsidiaries of CGI and from certain minority owners of each initial ~~business:~~business. We paid an aggregate of approximately $139.3 million for the purchase of the controlling interests in the following initial businesses:

a controlling interest in CBS Personnel was purchased for approximately $54.6 million, representing at the time of purchase approximately 97.6% of the outstanding stock of CBS Personnel on a primary basis and approximately 94.4% on a fully diluted basis, after giving effect to the exercise of vested and in the money options and vested non-contingent warrants;

2123

	•		a controlling interest in CBS Personnel was purchased for approximately $54.6 million, representing at the time of purchase approximately 97.6% of the outstanding stock of CBS Personnel on a primary basis and approximately 94.4% on a fully diluted basis, after giving effect to the exercise of vested and in the money options and vested non-contingent warrants;

	•		a controlling interest in Crosman was purchased for approximately $26.1 million representing approximately 75.4% of the outstanding stock of Crosman on a primary basis and 73.8% on a fully diluted basis;

	•		a controlling interest in Advanced Circuits was purchased for approximately $35.4 million, representing approximately 70.2% of the outstanding stock of Advanced Circuits on a primary and fully diluted basis; and

	•		a controlling interest in Silvue was purchased for approximately $23.2 million, representing approximately 73.0% of the outstanding stock of Silvue on a primary and fully diluted basis.

At the close of the acquisitions of the initial businesses, the Company’s board of directors engaged the Manager to externally manage the day-to-day operations and affairs of the Company, oversee the management and operations of the initial businesses and to perform those services customarily performed by executive officers of a public company.

We are dependent upon the earnings of and cash distributions from the businesses that we own to meet our corporate overhead and management fee expenses and to pay distributions. These earnings, net of any minority interests in these businesses, will be available:

	•		First, to meet capital expenditure requirements, management fees and corporate overhead expenses

	•		Second, to fund ~~distributions;~~distributions from the businesses to the Company; and

	•		Third, to be distributed by the Trust to shareholders.

Recent events

On ~~July 31,~~August 1, 2006, we ~~entered into a Stock and Note Purchase Agreement with CGI and Compass Medical Mattresses Partners, LP (the “Seller”), a wholly- owned, indirect subsidiary of CGI, to purchase~~acquired approximately 47.3% of the outstanding capital stock, on a fully-diluted basis, of Anodyne Medical Device, Inc. (“Anodyne”), which represents approximately 69.8% of the voting power of all Anodyne ~~stock. Pursuant to the same agreement, we also acquired~~stock from ~~the Seller all of the outstanding debt under Anodyne’s credit facility (the “Original Loans”). On the same date, we entered into a Note Purchase and Sale Agreement with~~ CGI and ~~the Seller for the~~Compass Medical Mattresses Partners, LP (the “Seller”), a wholly- owned, indirect subsidiary of CGI.

The purchase ~~from the Seller of a secured promissory note (the “Promissory Note”) issued by a borrower controlled by Anodyne’s chief executive officer.~~

~~We paid approximately $30.4~~price aggregated $31.1 million for the Anodyne stock, the Original Loans and the Promissory Note, which purchase price was paid by the Company in the form of $17.3 million in cash and 950,000 shares of newly issued shares in the Trust. The shares were valued at $13.1 million or $13.77 per share, ~~representing~~ the average closing price of the shares on the NASDAQ Global Market for the ten trading days ending on July 27, 2006. Transaction expenses were approximately $700,000. The cash consideration was funded through available cash and a drawing on our existing credit facility of approximately $18.0 million.

On October 5, 2006 Anodyne ~~a leading manufacturer of~~acquired Anatomic Concepts, Inc. (“Anatomic”). The cash purchase price was approximately $9.2 million. Anatomic designs, manufactures and distributes medical support surfaces and medical patient positioning devices, ~~was established in February 2006 by CGI~~including mattresses, mattress overlays and ~~an entity formed by Anodyne’s chief executive officer to acquire AMF Support Surfaces, Inc. (“AMF”)~~replacements, operating room patient positioning devices, operating table pads and ~~the business of SenTech Medical Systems, Inc. (“SenTech”),~~related accessories. Anatomic is located in Corona, California and Coral Springs, Florida, respectively. AMF is a leading manufacturer of powered and static mattress replacement systems, mattress overlays, seating cushions and patient positing devices. SenTech is a leading designer and manufacturer of advanced electronically controlled alternating pressure, low air loss and lateral rotation specialty support surfaces for the wound care industry.

Concurrent with the closing of the acquisition of Anodyne, the Company amended Anodyne’s credit facility so that it will make available to Anodyne a secured revolving loan commitment and secured term loans. The loans to Anodyne are secured by security interests in all of the assets of Anodyne and the pledge of the equity interests in Anodyne’s subsidiaries. The terms and conditions of the credit facilities are similar to those in place with our existing businesses, except as to amount and the inclusion of a separate acquisition facility. We believe that the terms of the loans are reasonable given the leverage and risk profile of Anodyne.California.

2224

Results of Operations

We acquired our initial businesses on May 16, 2006, and, therefore cannot provide a comparison ~~between~~of our consolidated results of operations for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2006 with any prior period. In the following results of operations, we provide (i) our consolidated results of operations for the three and ~~six~~nine month ~~period~~periods ended ~~June~~September 30, 2006, which includes the results of operations of our initial businesses (segments) as of May 16, 2006 and the results of operations of Anodyne from August 1, 2006, and (ii) comparative, historical, unconsolidated results of operations for each of the initial businesses, on a stand-alone basis, for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2006 and 2005. Anodyne was formed in 2005, began business operations in February 2006 and was acquired by us on August 1, 2006. As a result, comparative results of operations are not available and results of operations from the date of acquisition, although included in our consolidated results, are not meaningful.

Consolidated Results of Operations — Compass Diversified Trust and Compass Group Diversified Holdings LLC


	Three-months		Six-months
	ended		ended		Three-months ended		Nine-months ended
	June 30, 2006		June 30, 2006		September 30, 2006		September 30, 2006
Net sales	$	94,683	$	94,683	$	183,837	$	278,520
Cost of sales		70,877		70,877		138,875		209,752

Gross profit		23,806		23,806		44,962		68,768
Selling, general and administrative expense		15,319		15,319		29,031		44,351
Fees to manager		886		886		1,928		2,814
Supplemental put cost						8,016		8,016
Amortization of intangibles		1,291		1,291		2,865		4,156
Research and development expense		1,273		1,273		279		1,552

Operating income	$	5,037	$	5,037	$	2,843	$	7,879

Results of Operations for the Acquired initial businesses

We acquired our initial businesses on May 16, 2006. As a ~~consequence~~result, our consolidated operating results only include the results of operations for ~~a forty-six~~the 138 day period between May 16, 2006 and ~~June~~September 30, 2006. The following reflects a comparison of the historical results of operations for each of our initial businesses for the entire three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2006, which we believe is a more meaningful comparison in explaining the historical financial performance of the businesses. These results of operations are not necessarily indicative of the results to be expected for the full year.

CBS Personnel

Overview

CBS Personnel, a provider of temporary staffing services in the United States, provides a wide range of human resources services, including temporary staffing services, employee leasing services, and permanent staffing and temporary-to-permanent placement services. CBS Personnel serves over 3,500 corporate and small business clients and during an average week places over 21,000 temporary employees in a broad range of industries, including manufacturing, transportation, retail, distribution, warehousing, ~~and~~ automotive supply, ~~and~~ construction, industrial, healthcare and financial sectors.

Results of Operations

The table below summarizes the income from operations data for CBS Personnel for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2006 and 2005.


									Three-months ended				Nine-months ended
	Three-months ended				Six-months ended				September 30,		September 30,		September 30,		September 30,
(in thousands)	June 30, 2006		June 30, 2005		June 30, 2006		June 30, 2005		2006		2005		2006		2005
Revenues	$	137,141	$	135,000	$	269,548	$	266,583	$	136,993	$	138,902	$	406,542	$	405,486
Cost of revenues		111,550		109,749		220,114		217,182		111,643		112,323		331,743		329,505

Gross profit		25,591		25,251		49,434		49,401		25,350		26,579		74,799		75,981

Selling, general and administrative expense		20,084		20,905		40,170		42,192		19,201		20,434		59,387		62,626
Fees to manager		257		250		502		492		262		272		764		764
Amortization of intangibles		331		477		726		956		270		476		811		1,433

Income from operations	$	4,919	$	3,619	$	8,036	$	5,761	$	5,617	$	5,397	$	13,837	$	11,158

~~Six-months ended June 30, 2006 vs. June 30, 2005~~

~~Revenues~~

Revenues for the six months ended June 30, 2006 increased approximately $3.0 million over the corresponding six months ended June 30, 2005. Revenues from light industrial staffing increased $4.6 million, revenues from clerical staffing increased $1.6 million and revenues from technical staffing increased $1.5 million. These increases were offset in part by a $3.1 million decrease in revenues from payrolling services and a $3.3 million decrease in revenues attributable to one specific customer that CBS Personnel stopped providing services for in the fourth quarter of 2005, due to the customer’s credit issues.

~~Cost of revenues~~

Direct cost of revenues for the six months ended June 30, 2006 increased approximately $2.9 million and is attributable to costs associated with the increase in revenues for the same period and an increase in worker’s compensation costs of approximately $0.5 million. Gross profit totaled approximately 18.3% and 18.5% as a percentage of revenues in each of the three month periods ended June 30, 2005 and 2006, respectively. This decrease in gross profit as a percent of sales is principally due to the increase in worker’s compensation charges during the period.

~~Selling, general and administrative expenses~~

Selling, general and administrative expenses for the six months ended June 30, 2006, decreased approximately $2.0 million. This decrease is principally the result of a decrease in bad debt expense of $1.2 million, a decrease in non-recurring restructuring costs of $0.3 million and a decrease in healthcare costs totaling $0.4 million. Bad debt expense was lower in 2006 as a result of increased efforts by management in the collection process and the resulting improvement in days sales receivable outstanding.

Amortization expense

Amortization expense decreased approximately $0.2 million in the ~~six~~three months ended ~~June~~September 30, 2006 as a result of CBS Personnel’s recapitalization in connection with ~~Compass’~~our purchase of a controlling interest in CBS Personnel. As part of our recapitalization, CBS Personnel repaid their original long term debt which required the write off the balance of deferred costs which resulted in lower overall amortization costs associated with that original debt.

Income from operations

Income from operations increased approximately ~~$2.3~~$0.2 million to ~~$8.0~~$5.6 million infor the ~~six~~three months ended ~~June~~September 30, 2006 compared to the ~~six~~three months ended ~~June~~September 30, 2005 based on the factors described above.

Nine-months ended September 30, 2006 vs. September 30, 2005

Revenues

Revenues for the nine months ended September 30, 2006 increased approximately $1.1 million over the corresponding nine months ended September 30, 2005. Revenues from light industrial staffing increased $13.1 million and revenues from technical staffing increased $1.4 million. These increases were offset in part by a $7.8 million decrease in revenues from clerical services, and a $4.5 million decrease in revenues from medical and payroll services. The remaining decrease in revenues is attributable to the remaining niche segments provided by CBS Personnel. These decreases in revenues include approximately $7.1 million attributable to one specific customer that CBS Personnel stopped providing services for in the fourth quarter of 2005, due to the customer’s credit issues.

Cost of revenues

Direct cost of revenues for the nine months ended September 30, 2006 increased approximately $2.2 million principally due to those costs associated with the increase in revenues and increases in unemployment taxes totaling approximately $0.9 million. Gross profit totaled approximately 18.4% and 18.7% as a percentage of revenues in each of the nine month periods ended September 30, 2006 and 2005, respectively. The decrease in gross profit as a percent of revenues is primarily attributable to a shift in the service mix, in that a greater percentage of revenues are the result of providing service to larger clients and light industrial accounts.

Selling, general and administrative expenses

Selling, general and administrative expenses for the nine months ended September 30, 2006, decreased approximately $3.2 million. This decrease is principally the result of a decrease in bad debt expense of $2.2 million and a decrease in non-recurring restructuring costs of $0.5 million. Bad debt expense was lower in 2006 as a result of increased efforts by management in the collection process and the resulting improvement in day’s sales receivable outstanding.

Amortization expense

Amortization expense decreased approximately $0.6 million in the nine months ended September 30, 2006 as a result of CBS Personnel’s recapitalization in connection with our purchase of a controlling interest in CBS Personnel. As part of our recapitalization, CBS Personnel repaid their original long term debt which required CBS to write off the balance of deferred costs, which, in turn, resulted in lower overall amortization costs associated with that original debt.

Income from operations

Income from operations increased approximately $2.6 million to $13.8 million in the nine months ended September 30, 2006 compared to $11.2 million for nine months ended September 30, 2005 principally as a result of the factors described above.

~~Six-months~~Nine-months ended ~~June~~September 30, 2006 vs. ~~June~~September 30, 2005

Net sales

Revenues for the ~~six~~nine months ended ~~June~~September 30, 2006 increased approximately ~~$17.0~~$21.3 million over the corresponding ~~six~~nine month period ended ~~June~~September 30, 2005. Revenues attributable to sales of its “soft air” products increased ~~$10.6~~$12.5 million and revenues attributable its ~~airgun and related ammunition sales~~air rifles increased approximately ~~$6.0~~$7.5 million. The increased sales of its soft air products iswas the result of the overall growth in the soft air market and the ability of Crosman to leverage its position in this growing market. The increased sales of its ~~airgun products and related ammunition is~~air rifles was due to (i) ~~reconfigured products~~new product introductions that drove sales growth and (ii) more adequate inventory levels available to its customers during specific peak selling periods during the period.

Cost of sales

Cost of sales for the ~~six~~nine months ended ~~June~~September 30, 2006 increased approximately ~~$9.0~~$11.5 million. This increase is due almost entirely to the corresponding increase in sales offset in part by overall increased gross profit margins ~~(31.5%~~(30.1% at ~~June~~September 30, 2006 vs. ~~23.3%~~23.7% at ~~June~~September 30, 2005) resulting from Crosman’s ability to reduce certain product discounting during the period ~~as a result of~~and its ~~increased~~ operating ~~leverage, primarily for soft air products.~~leverage.

Selling, general and administrative expenses

Selling, general and administrative expenses increased approximately ~~$1.5~~$1.8 million during the ~~six~~nine months ended ~~June~~September 30, 2006 compared to the corresponding period in 2005. This increase is due to additional performance bonus expense of approximately ~~$1.7~~$1.9 million recorded in the ~~six~~nine months ended ~~June~~September 30, 2006 and additional selling and marketing costs totaling ~~$0.4~~$0.5 million related to the significant increase in sales, offset in part by a $0.6 million decrease in legal costs in 2006.

Operating income

Operating income for the ~~six~~nine months ended ~~June~~September 30 2006 was approximately ~~$8.5~~$12.3 million compared to approximately ~~$2.0~~$4.3 million for the ~~six~~nine months ended ~~June~~September 30, 2005, an increase of approximately ~~$6.5~~$8.0 million. This increase was primarily due to increased revenues and other factors as described above.

Advanced Circuits

Overview

Advanced Circuits is a provider of prototype, quick-turn and volume production printed circuit boards, or PCBs, to customers throughout the United States. Collectively, prototype and quick-turn PCBs represent over 60% of Advanced Circuits’ gross revenues. Advanced Circuits ~~manufacturescustom~~manufactures custom PCBs in as little as 24 hours, while maintaining an approximately 98% error-free production rate and real-time customer service and product tracking 24 hours per day.

Advanced Circuits does not depend or expect to depend upon any customer or group of customers, with no single customer accounting for more than 2% of its net sales in the three or ~~six-months~~nine-months ended ~~June~~September 30, ~~2006~~2006.

In September 2005, a subsidiary of CGI acquired Advanced Circuits, Inc. along with R.J.C.S. LLC, an entity previously established solely to hold Advanced Circuits’ real estate and equipment assets. Immediately following the acquisitions, R.J.C.S. LLC was merged into Advanced Circuits, Inc. The results for the three and ~~six-months~~nine-months ended ~~June~~September 30, 2006 and ~~June~~September 30, 2005 reflect the combined results of the two businesses. The following section discusses the historical financial performance of the combined entities.

2729

~~Six-months~~Nine-months ended ~~June~~September 30, 2006 vs. ~~June~~September 30, 2005

Net sales

Net sales for the ~~six~~nine months ended ~~June~~September 30, 2006 increased approximately ~~$3.2~~$5.1 million over the corresponding ~~six~~nine month period ended ~~June~~September 30, 2005. ~~Sales~~Increased sales from quick-turn production PCB’s ~~increased by $1.4 million~~ and ~~sales of~~ Prototype PCB’s ~~increased by $1.3 million. Sales in Advanced Circuits long-lead time and other product categories~~ are principally responsible for ~~the remaining increases in net sales~~this increase.

Cost of sales

Cost of sales for the ~~three~~nine months ended ~~June~~September 30, 2006 increased approximately ~~$0.5~~$1.4 million. This increase principally is due ~~principally~~ to the corresponding increase in sales offset in part by efficiencies realized from the increased capacity utilization of Advanced Circuits Aurora, COColorado facility. Gross profit as a percentage of sales also increased during the ~~six~~nine months ended ~~June~~September 30, 2006 ~~(57.9%~~(59.3% at ~~June~~September 30, 2006 vs. ~~53.7%~~57.1% at ~~June~~September 30, 2005) ~~largely~~ as a result of utilizing this increased ~~capacity.~~capacity and the favorable product mix associated with the increase in sales of quick-turn and prototype PCB’s.

Selling, general and administrative expenses

Selling, general and administrative expenses increased approximately ~~$1.6~~$2.2 million during the ~~six~~nine months ended ~~June~~September 30, 2006 compared to the corresponding period in 2005. This increase is principally due to charges of approximately ~~$1.6~~$2.1 million related to accrued loan forgiveness. The loan forgiveness expense is related to a bonus plan whereby the loans issued in connection with the purchase of Advanced Circuit’s stock by its management may be forgiven upon the achievement of certain financial performance ~~targets~~targets.

Amortization expense

Amortization expense increased approximately ~~$1.4~~$2.1 million in the ~~six~~nine months ended ~~June~~September 30, 2006, as a result of intangible assets acquired in connection with the September 2005 change in ownership.

Operating income

Operating income for the ~~six~~nine months ended ~~June~~September 30, 2006 was approximately ~~$7.0~~$10.8 million compared to approximately ~~$7.5~~$11.7 million for the three months ended ~~June~~September 30, 2005, a decrease of approximately ~~$0.5~~$1.1 million. This decrease primarily was ~~primarily~~ the result if the accrued loan forgiveness charges and amortization costs incurred in 2006 which were not factors in 2005 and other factors as described above. We will continue to incur these non-cash charges in the future.

Silvue

Overview

Silvue is a developer and producer of proprietary, high performance liquid coating systems used in the high-end eyewear, aerospace, automotive and industrial markets. Silvue’s coating systems, which impart properties such as abrasion resistance, improved durability, chemical resistance, ultraviolet, or UV protection, can be applied to a wide variety of materials, including plastics, such as polycarbonate and acrylic, glass, metals and other surfaces.

On August 31, 2004, Silvue was formed by CGI and management to acquire SDC Technologies, Inc. and on September 2, 2004, it acquired 100% of the outstanding stock of SDC Technologies, Inc. Following this acquisition, on April 1, 2005, SDC Technologies, Inc. purchased the remaining 50% it did not previously own of Nippon Arc Co. LTD (“Nippon ARC”), which was formerly operated as a joint venture with Nippon Sheet Glass Co., LTD., for approximately $3.6 million.

2931

~~Six-months~~Nine-months ended ~~June~~September 30, 2006 vs. ~~June~~September 30, 2005

Net sales

Revenues for the ~~six~~nine months ended ~~June~~September 30, 2006 increased approximately $2.9 million over the corresponding ~~six~~nine months ended ~~June~~September 30, 2005. This increase principally is ~~principally~~ due to approximately $1.8 million in sales associated with Nippon ARC which Silvue acquired on April 1, 2005. ~~Sales related to Nippon ARC were $3.3 million and $1.2 million in each of the six month periods ended June 30, 2006 and 2005 respectively.~~ In addition, increase in sales of approximately $1.0 millions in its core ophthalmic business and aluminum ~~wheels manufacturing operations~~coatings products also contributed to the increase in sales during the ~~six~~nine months ended ~~June~~September 30, 2006.

Cost of sales

Cost of sales for the ~~six~~nine months ended ~~June~~September 30, 2006 increased approximately ~~$1.1~~$0.8 million. This increase is almost entirely the result of direct costs associated with the increase in net sales primarily related to Nippon ARC. Gross profit as a percentage of sales was approximately ~~74.8%~~75.9% and ~~79.6~~76.7 % in each of the ~~six~~nine month periods ended ~~June~~September 30, 2006 and 2005, respectively. This decrease in gross profit percentage is due to a greater percentage of overall sales being derived from Asia where margins are typically lower than those in the United States or Europe. We expect that gross profit as a percent of revenues will approximate the 2006 rate, going forward.

Selling, general and administrative expense

Selling, general and administrative expenses increased approximately ~~$1.0~~$0.8 million during the ~~six~~nine months ended ~~June~~September 30, 2006 compared to the corresponding period in 2005. This increase primarily was ~~primarily~~ due to increased costs of approximately ~~$0.5~~$0.3 million related to the inclusion of Nippon ARC for the full ~~six~~nine months in 2006 and increased accounting and professional fees of approximately ~~$0.4~~$0.5 million associated with ~~the~~our purchase ~~and recapitalization~~ of ~~Silvue by Compass.~~Silvue.

Research and development costs

Research and development costs increased approximately ~~$0.1~~$0.2 million in the ~~six~~nine months ended ~~June~~September 30, 2006 compared to the same period in 2005. This increase is primarily the result of increased costs associated with the inclusion of Nippon ARC for a full ~~six~~nine month period in 2006.

Amortization expense

Amortization expense increased approximately ~~$0.1~~$0.2 million in the ~~six~~nine months ended ~~June~~September 30, 2006. This increase is primarily the result of increased costs associated with the inclusion of Nippon ARC for a full ~~six~~nine month period in 2006.

Operating income

Operating income for the ~~six~~nine months ended ~~June~~September 30, 2006 was approximately ~~$2.3~~$4.0 million compared to approximately ~~$1.7~~$3.0 million for the ~~six~~nine months ended ~~June~~September 30, 2005, an increase of approximately ~~$0.6~~$1.0 million. This increase was primarily due to increased revenues, the inclusion of Nippon ARC for a full ~~six~~nine month period in 2006 and other factors as described above.

Liquidity and Capital Resources

On May 16, 2006 we completed an initial public offering and concurrent private placement of shares of trust stock, each representing a beneficial interest in the Company. The net proceeds from these offerings after underwriter’s commissions, discounts and public offering costs totaled approximately $269.9 million. In conjunction with this offering, we entered into a third party credit facility for an aggregate borrowing amount of $225 million as follows: (i) $60 million revolving line of credit commitment; (ii) $50 million term loan; and (iii) $115 million delayed term loan (“Financing Agreement”).

We used the net proceeds from our initial public offering and private placement together with the $50 million term loan to acquire controlling interests in, and to provide loans to, our initial businesses on May 16, 2006. As a consequence, our consolidated cash flows from operating, financing and investing activities reflect the inclusion of our initial businesses for the 46138 day period between May 16, 2006 and ~~June~~September 30, 2006. Any comparison of our consolidated cash flows for this short period in 2006 to any prior period is not meaningful.

At ~~June~~September 30, 2006, on a consolidated basis, cash flows provided by operating activities totaled approximately ~~$8.6~~$10.3 million, which represents the inclusion of the results of operations of the initial businesses for 46138 days (May 16, 2006 through ~~June~~September 30, 2006). On July 31, 2006 we acquired a controlling interest in Anodyne. As a result, consolidated cash flows include Anodyne’s results for two months (August 1, 2006 through September 30, 2006).

Cash flows used in investing activities totaled approximately ~~$312.8~~$345.8 million, which ~~largely~~ reflects the costs to acquire the initial ~~businesses.~~businesses and Anodyne. Cash flow provided by financing activities totaled ~~$320.2~~$348.4 million, reflecting the net proceeds of the shareholder offerings and ~~the initial~~ draw-downs of debt from our Finance Agreement.

At ~~June~~September 30, 2006 we had approximately ~~$16.1~~$13.0 million of cash on hand and the following outstanding loans due from each of our initial businesses:

	•		CBS Personnel — approximately ~~$68.8~~$64.2 million;

	•		Crosman — approximately ~~$44.3~~$49.5 million;

	•		Advanced Circuits — approximately ~~$42.6~~$40.4 million; ~~and~~

	•		Silvue — approximately ~~$10.9~~$19.2 million; and

	•		Anodyne – approximately $11.7 million.

Each loan has a scheduled maturity and each business is entitled to repay all or a portion of the principal amount of the outstanding loans, without penalty, prior to maturity.

~~On July 31,~~In September 2006, ~~we acquired a controlling interest~~our subsidiary Silvue borrowed approximately $9.0 million in term loans from us in order to redeem its outstanding cumulative preferred stock.

In October 2006, Anodyne ~~together~~borrowed an additional $9.2 million in term loans in order finance its Anatomic acquisition.

A non-cash charge to earnings of approximately $8.0 million was recorded during the quarter ended September 30, 2006 in order to recognize our estimated, potential liability in connection with the ~~Original Loans,~~Supplemental Put Agreement between us and our Manager, (see Related Party Transactions).

Our primary source of cash is from the receipt of interest and principal on our outstanding ~~loan balance which was approximately $10.8 million on August 4, 2006. See “Related Party Transactions” below.~~

Weloans to our businesses. Accordingly, we are dependent upon the earnings of and ~~distributions~~cash flow of ~~our~~these businesses, to meet our working capital needs and to provide financing for our operating expenses including the payments of the management fee expenses and to pay distributions to our shareholders. In addition, we generate cash from the receipt of interest and principal received on our outstanding loans to our businesses

~~These earnings and distributions, net of any minority interests,~~which are available for (i) operating expenses; (ii) payment of principal and interest under our Financing Agreement,; (iii) payments to our Manager due or potentially due pursuant to the Management Services Agreement,the LLC Agreement, and the Supplemental Put Agreement; (iv)cash distributions to our shareholders and (v) investments in future acquisitions. Payments made under (iii) above are required to be paid before distributions to shareholders and may be significant and exceed the funds held by the Company, which may require the Company to dispose of assets or incur debt to fund such expenditures. We believe that we currently have sufficient liquidity and resources to meet our existing obligations including anticipated distributions to our shareholders over the next twelve months.

We intend to use the Financing Agreement to pursue acquisitions of additional businesses to the extent permitted under our Financing Agreement and to provide for working capital needs. All obligations under the Financing Agreement will mature on May 16, 2011. As of ~~June~~September 30, 2006, wethe Company had ~~$50~~$50.0 million ~~of borrowings~~in term loans outstanding; $10.0 million in delayed draw term loans outstanding and $9.5 million in revolving credit commitments outstanding under the ~~term loan portion~~Financing Agreement. On October 5, 2006 we borrowed an additional $9.0 million under our Financing Agreement in order to fund Anodyne’s acquisition of ~~the facility.~~Anatomic (see Recent Events).

The Financing Agreement is secured by a first priority lien on all the assets of the Company, including, but not limited to, the capital stock of our businesses, loan receivables from these businesses, cash and other assets. The Financing Agreement also requires that the loan agreements between the Company and our businesses be secured by a first priority lien on the assets of our businesses.

The Financing Agreement includes certain affirmative and restrictive covenants, including, among other customary covenants that require us:

	•		to maintain a minimum level of cash flow;

	•		to leverage new businesses we acquire to a minimum specified level at the time of acquisition;

	•		to keep our total debt to cash flow at or below a ratio of 3 to 1; and

	•		to maintain a minimum rate of cash flow to our fixed ~~charges~~charges.

In addition, we are only permitted to make acquisitions that satisfy certain specified minimum criteria imposed by our lender.

We are in compliance with the covenants contained in the Financing Agreement. We do not believe these financial covenants, including the limitation on the total debt the Company may have, will materially limit our ability to undertake future financing.

We incurred approximately $6.4 million in fees and costs for the arranging of the Financing Agreement, which were paid to the lenders and a third party that assisted us in obtaining the Financing Agreement and for various other costs. This amount is being amortized over the life of the loan.

We intend to pursue a policy of making regular distributions on our outstanding shares. Our policy is dependent upon the liquidity and capital resources available in our businesses, taking into consideration their long and short-term capital needs.

On July 18, 2006 we paid a distribution of $0.1327 per share to all holders of record on July 11, 2006 and on October 19, 2006 we paid a distribution $0.2625 per share to holders of record on October 13, 2006. ~~This distribution represented~~Respectively, these distributions represent (i) a pro-rata distribution for the quarter ended June 30, ~~2006. We expect to pay quarterly distributions of $0.2625 per share, each fiscal quarter beginning with~~2006 and (ii) a full distribution for the quarter ended September 30, 2006. We intend to continue to declare and pay regular quarterly cash distributions.

The table below details cash receipts and payments that are not reflected on our income statement in order to provide an additional measure of management’s estimate of cash flow available for distribution (“CAD”). CAD is a non-GAAP measure that we believe provides additional information to evaluate our ability to make anticipated quarterly distributions. It is not necessarily comparable with similar measures provided by other entities. We believe that CAD, together with future distributions and cash available from our businesses (net of reserves) will be sufficient to meet our anticipated distributions over the next twelve months. The table below reconciles CAD to net income and to cash flow provided by operating activities, which we consider to be the most directly comparable financial measure calculated and presented in accordance with GAAP.


	Six months
	ended				Three months ended			Nine months ended
(in thousands)	June 30, 2006				September 30, 2006			September 30, 2006
Net income	$	2,112
Adjustment to reconcile pro forma net income to cash provided by operating activities
Net loss					$	(3,884	)	$	(1,772	)
Adjustment to reconcile net loss to cash provided by operating activities
Depreciation and amortization		2,027				4,134			6,161
Adjustment to add back Silvue’s in-process R&D expensed at acquisition date		1,120
Advanced circuits loan forgiveness accrual		536
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		709				1,187			1,896
Deferred taxes		28				(652	)		(624	)
Other		(106	)			(205	)		(311	)
Changes in operating assets and liabilities		2,183				(7,444	)		(5,261	)

Net cash provided by operating activities		8,609				1,688			10,297
Plus:
Unused fee on delayed term loan (1)		288				554			842
Changes in operating assets and liabilities						7,444			5,261

Less:
Changes in operating assets and liabilities		2,183
Maintenance capital expenditures for the ended quarter June 30, 2006 (2)

Maintenance capital expenditures (2)
Compass Group Diversified Holdings LLC		19				51			70
CBS Personnel		36				255			291
Crosman		585				892			1,477
Advanced Circuits		70				253			323
Silvue		3				196			199
Anodyne						157			157


Estimated cash flow available for distribution	$	6,001			$	7,882		$	13,883


Distribution paid July 2006				��	$	—		$	(2,547	)
Distribution declared September 2006						(5,368	)		(5,368	)


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

Related Party Transactions

We have entered into the following agreements with our Manager, ~~Compass Group Management, LLC.~~CGM. Any fees associated with the agreements described below must be paid, if applicable, prior to the payment of any distributions to shareholders.

	•		Management Services Agreement

	•		LLC Agreement

	•		Supplemental Put Agreement

Management Services Agreement —We entered into a Management Services Agreement (“Agreement”) with our ~~manager~~Manager effective May 16, 2006. The Agreement provides for ~~CGM~~our Manager to perform services for us in exchange for a management fee paid quarterly and equal to 0.5% of ~~the Company’s~~our adjusted net assets. We amended the Agreement on November 8, 2006, to clarify that adjusted net assets are not reduced by non-cash charges associated with the Supplemental Put, which amendment was unanimously approved by the Compensation Committee and the Board of Directors. The management fee is required to be paid prior to the payment of any distributions to shareholders. For the ~~period~~three and nine months ended ~~June~~September 30, 2006 we ~~expensed $886,000 of management fees~~paid approximately $1.9 million and $2.8 million, respectively, to our ~~manager~~Manager for its quarterly management fee.

LLC Agreement —As distinguished from its provision of providing management services to us, pursuant to the Management Services Agreement, our ~~manager~~Manager is also an equity holder of ~~the Company’s~~our allocation interests. As such, our ~~manager~~Manager has the right to a distribution pursuant to a profit allocation formula upon the occurrence of certain events. Our ~~manager~~Manager paid $100,000 for the aforementioned allocation interests and has the right to cause the Company to purchase the allocation interests it owns under certain ~~circumstances.~~circumstances, (see Supplemental Put Agreement below).

Supplemental Put Agreement — ~~In connection~~As distinct from its role as our Manager, CGM is also the owner of 100% of the allocation interests in the Company. Concurrent with the ~~LLC agreement described above, we~~IPO, CGM and the Company entered into a Supplemental Put Agreement, ~~with our manager pursuant~~which may require the Company to ~~which our manager has the right to cause us to purchase the~~acquire these allocation interests ~~then owned by them~~ upon termination of the Management Services Agreement. ~~The~~Essentially, the put rights granted to CGM require us to acquire CGM’s allocation interests in the Company ~~did not record an~~at a price based on a percentage of the increase in fair value in the Company’s businesses over its ~~obligation relating~~basis in those businesses. Each fiscal quarter we estimates the fair value of our businesses for the purpose of determining our potential liability associated with the Supplemental Put Agreement. Any change in the potential liability is accrued currently as a non-cash adjustment to earnings. For the three months ended September 30, 2006, we recognized approximately $8.0 million in non-cash expense related to the Supplemental Put ~~Agreement as of June 30, 2006 because we the amount paid for our manager’s allocation interest approximates the fair value of the Supplemental Put Agreement as of June 30, 2006.~~Agreement.

Anodyne acquisition —

On July 31, 2006, we acquired from CGI and its wholly-owned, indirect subsidiary, Compass Medical Mattress Partners, LP (the “Seller”) approximately 47.3% of the outstanding capital stock, on a fully-diluted basis, of Anodyne, representing approximately ~~72.7%~~69.8% of the voting power of all Anodyne stock. Pursuant to the same agreement, we also acquired from the Seller all of the Original Loans. On the same date, we entered into a Note Purchase and Sale Agreement with CGI and the Seller for the purchase from the Seller of a Promissory Note issued by a borrower controlled by Anodyne’s chief executive officer. The promissory Note accrues interest at the rate of 13% per annum and is added to the Notes principal balance. The balance of the Note plus accrued interest totaled approximately $5.4 million at September 30, 2006. The Note matures in August, 2008. The balance of the Promissory Note and accrued interest totals approximately $5.4 million at September 30, 2006.

Our ~~manager~~Manager, CGM acted as an advisor to us in the transaction for which it received transaction services fees and expense payments totaling approximately $300,000.

3437

Contractual Obligations and Off-Balance Sheet Arrangements

We have no special purpose entities or off balance sheet arrangements, other than operating leases entered into in the ordinary course of business.

Long-term contractual obligations, except for our long-term debt obligations, are generally not recognized in our consolidated balance sheet. Non-cancelable purchase obligations are obligations we incur during the normal course of business, based on projected needs.

The table below summarizes the payment schedule of our contractual obligations at ~~June~~September 30, 2006.


			Less than		1-3		3-5		More than				Less than		1-3		3-5		More than
(in thousands)	Total		1 Year		Years		Years		5 years		Total		1 Year		Years		Years		5 years
Long-Term Debt Obligations (a)	$	65,000	$	5,000	$	60,000	$	—	$	—	$	87,176	$	5,876	$	11,752	$	69,548	$	—
Capital Lease Obligations		417		132		205		66		14		417		132		205		66		14
Operating Lease Obligations (b)		20,735		5,033		7,434		3,089		5,179		25,167		6,003		9,241		4,254		5,669
Purchase Obligations (c)		48,950		18,966		16,333		13,651		—		50,168		17,210		17,963		14,995		—

Supplemental Put Obligation (d)											$	162,928	$	29,221	$	39,161	$	88,863	$	5,683

	$	135,102	$	29,131	$	83,972	$	16,806	$	5,193

It establishes an approach that requires quantification of financial statement misstatements based on the effects of the misstatements on each of the company’s financial statements and the related financial statement disclosures. We do not expect SAB 108 to have a material impact on our financial condition or results of operations. SAB 108 must be applied to annual financial statements for their first fiscal year ending after December 15, 2006.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”. This standard clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing an asset or liability. Additionally, it establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. We have not yet determined the impact that the implementation of SFAS No. 157 will have on our results of operations or financial condition. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158,“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This standard requires employers to recognize the underfunded or overfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in the funded status in the year in which the changes occur through accumulated other comprehensive income. Additionally, SFAS No. 158 requires employers to measure the funded status of a plan as of the date of its year-end statement of financial position. We are currently evaluating the impact that the implementation of SFAS No. 158 will have on our financial statements. The new reporting requirements and related new footnote disclosure rules of SFAS No. 158 are effective for fiscal years ending after December 15, 2006. The new measurement date requirement applies for fiscal years ending after November 15, 2008. We have determined that this statement is not applicable to the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity

At ~~June~~September 30, 2006, we were exposed to interest rate risk primarily through borrowings under our Financing Agreement ~~since~~because borrowings under this agreement are subject to variable interest rates. In connection with the acquisition of our ~~initial~~ businesses, ~~on May 16, 2006,~~ we had outstanding ~~$50~~$69.5 million under the Financing Agreement as afollows: $60 million in outstanding term ~~loan~~loans as of ~~June~~September 30, 2006 ~~which~~(which was used to partially fund the acquisition of the initial ~~businesses.~~businesses and Anodyne) and $9.5 million outstanding under the Revolving Credit portion of the facility. In addition we have ~~$2.3~~approximately $2.2 million in a fixed-rate revolving credit facility outstanding in connection with Silvue’s operations in Japan.

ITEM 4. CONTROLS AND PROCEDURES

As required by Exchange Act Rule 13a-15(b), the Trust’s Regular Trustees and the Company’s management, including the Chief Executive Officer and Chief Financial Officer of the Company, conducted an evaluation of the effectiveness of the Trust’s and the Company’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of ~~June~~September 30, 2006. Based on that evaluation, the Regular Trustees of the Trust and the Chief Executive Officer and Chief Financial Officer of the Company concluded that the Trust’s and the Company’s disclosure controls and procedures were effective as of ~~June~~September 30, 2006.

In connection with the evaluation required by Exchange Act Rule 13a-15(d), the Trust’s Regular Trustees and the Company’s management, including the Chief Executive Officer and Chief Financial Officer of the Company, concluded that no changes in the Trust’s or the Company’s internal control over financial reporting occurred during the ~~second~~third quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Trust’s and the Company’s internal control over financial reporting.

3640

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Legal proceedings associated with the Company’s and the Trust’s business together with legal proceedings for the initial businesses have not changed materially from those disclosed in the Registration Statement on Form S-1, (File No. 333-130326) as filed with the SEC, and incorporated herein by reference.

ITEM 1A. RISK FACTORS

~~Risk~~Except as set forth below, risk factors and uncertainties associated with the Company’s and the Trust’s business have not changed materially from those disclosed in the Registration Statement on Form S-1, (File No. 333-130326) as filed with the SEC and incorporated herein by reference, ~~except as regards to risks unique to~~and in our Quarterly Report filed on Form 10-Q on August 10, 2006 for the ~~acquisition and business of Anodyne that could have a material affect on our financial condition, business or operations, as well as the trading price of our public securities as summarized below.~~quarter ended June 30, 2006. Additional risks and uncertainties that are not currently known to us or that we currently believe are immaterial may also materially adversely affect our financial condition, business and operations.

Risks Related to ~~Anodyne~~Taxation

Our shareholders will be subject to tax on their share of the company’s taxable income, which taxes or taxable income could exceed the cash distributions they receive from the trust.

~~The loss~~Our shareholders will be subject to U.S. federal income tax and, possibly, state, local and foreign income tax, on their share of the company’s taxable income, which taxes or taxable income could exceed the cash distributions they receive from the trust.There is, accordingly, a ~~key customer could cause~~risk that our shareholders may not receive cash distributions equal to their portion of our taxable income or sufficient in amount even to satisfy their personal tax liability that results from that income.This may result from gains on the sale or exchange of stock or debt of subsidiaries that will be allocated to shareholders who hold (or are deemed to hold) shares on the day such gains were realized if there is no corresponding distribution of the proceeds from such sales, or where a ~~rapid decrease~~shareholder disposes of shares after an allocation of gain but before proceeds (if any) are distributed by the company. Shareholders may also realize income in ~~Anodyne’s earnings~~

~~The loss~~excess of ~~a key customer could cause a rapid decrease in Anodyne’s earnings. Anodyne’s customer base is comprised~~distributions due to the company’s use of ~~a small number~~cash from operations or sales proceeds for uses other than to make distributions to shareholders, including to fund acquisitions, satisfy short- and long-term working capital needs of large and influential distributors of medical mattresses and support surface systems as well as smaller regional distributors and long term care facilities. Accordingly, the loss of any one customer could materially and adversely impact the operating results of Anodyne in a way that could be material to our ~~results of operation.~~

~~Anodyne acquired its first two~~ businesses, ~~and faces risks associated with consolidation and integration.~~

Anodyne just recently acquired its first two businesses and faces risks associated with consolidation and integration. Anodyne was formed in early 2006 to acquire Sentech Medical Systems, Inc. (“Sentech”) and AMF Support Surfaces, Inc. (“AMF”).or satisfy known or unknown liabilities. In addition, certain financial covenants with the company’s lenders may limit or prohibit the distribution of cash to ~~Sentech and AMF, Anodyne intends~~shareholders. The company’s board of directors is also free to ~~acquire other businesses~~change the company’s distribution policy. The Company is under no obligation to make distributions to shareholders equal to or in excess of their portion of our taxable income or sufficient in amount even to satisfy the ~~medical mattress and support surface sector. Anodyne’s operating~~tax liability that results ~~will be influenced by the ability of Anodyne’s management to integrate these.~~

~~Anodyne’s business could be materially impacted by fluctuations in raw material costs, such as foam, vinyl or fabric.~~

Anodyne’s results of operation could be materially impacted by fluctuations in the cost of raw materials such as foam, vinyl or fabric. In particular, fluctuations in the cost of polyurethane foam could have a material effect on profitability. Since November of 2005, the cost of polyurethane foam has increased significantly, in some cases by over 40%. There can be no assurancefrom that increases in the costs of raw materials such as polyurethane foam can be passed along to customers. Any inability to pass on increases in the costs of raw materials could materially impact Anodyne’s profitability

~~The manufacturing of medical support surfaces could migrate to lower-cost production countries.~~

The manufacturing of medical support surfaces could migrate to lower-cost production countries. All of Anodyne’s manufacturing takes place in the United States. Over the last several years, the number of low-cost, imported support surfaces has increased, and off-shore production could materially impact Anodyne’s results of operation.income.

3741

~~Certain~~ITEM 5. OTHER INFORMATION

Allocation of ~~Anodyne’s products are subject to regulation by~~Profits and Losses Associated with the ~~FDA.~~

~~Certain~~Divestiture of ~~Anodyne’s mattress products are Class II devices within Section 201(h)~~Subsidiaries of the ~~Federal Food, Drug~~Company or for other Unusual Events

In general, the Company’s profits and ~~Cosmetic Act (21 USC §321(h) (the “FDCA”)~~losses are determined on an annual basis and ~~as such, are subject~~allocated among the holders in proportion to the ~~requirements~~number of months during the year in which they held shares, determined as of the ~~FDCA and certain rules and regulations~~close of the Food and Drug Administration (the “FDA”). Prior to our acquisition of Anodyne, one of its subsidiaries received a warning letter from the FDA in connection with certain deficiencies identified during a regular FDA audit, including noncompliance with certain design control requirements, certainlast trading day of the ~~good manufacturing practice regulations defined in 21 C.F.R. 820~~preceding month. Therefore, a holder who held (or was deemed to hold) shares for the first five months of a year would be allocated 5/12ths of the annual income, regardless of amount of income actually earned during the first five months. However, with respect to gains and ~~certain record keeping requirements. Anodyne’s subsidiary has undertaken corrective measures to address~~losses realized on the deficiencies and continues to fully cooperate with the FDA. Anodyne is vulnerable to actions that may be taken by the FDA which may have a material adverse effect on Anodyne and/or its business. The FDA has the authority to inspect without notice, and to take any disciplinary action that it sees fit.

~~A change in Medicare Reimbursement Guidelines may reduce demand for Anodyne’s products.~~

~~Certain change in Medicare Reimbursement Guidelines may reduce demand for medical support surfaces and have a material effect on Anodyne’s operating performance.~~

~~Anodyne relies significantly on several key executives~~

~~As with~~divestiture of the Company’s subsidiaries and for other ~~businesses Anodyne relies significantly~~unusual profits and losses, the Company will allocate such gains and losses to holders who held (or are deemed to hold) shares on several key executives. While Anodyne has entered into employment contracts with these executives there can be no assurances that Anodyne will be able to retain their continuing services. Loss of of any of Anodyne’s executive officers could have a material effect on Anodyne’s operating performance.the day such unusual gain or loss is realized.

3842

ITEM 6.Exhibits


Exhibit No.		Description
~~2.1~~		Stock and Note Purchase Agreement dated as of July 31 2006 among Compass Group Diversified Holdings LLC, Compass Group Investments, Inc.,and Compass Medical Mattress Partners, L.P.*

3.1		Certificate of Trust of Compass Diversified Trust**

3.2		Certificate of Formation of Compass Group Diversified Holdings LLC**

3.3		Amended and Restated Trust Agreement of Compass Diversified Trust****

3.4		Amended and Restated Operating Agreement of Compass Group Diversified Holdings LLC****

4.1		Specimen certificate evidencing a share of trust of Compass Diversified Trust (included in Exhibit 3.5)****

4.2		Specimen certificate evidencing an interest of Compass Group Diversified Holdings LLC (included in Exhibit 3.6)****

10.1		Amended and restated Management Services Agreement with CGM dated November 8, 2006

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant

32.1		Section 1350 Certification of Chief Executive Officer of Registrant

32.2		Section 1350 Certification of Chief Financial Officer of Registrant

~~99.1~~		Note Purchase and Sale Agreement dated as of July 31, 2006, among Compass Group Diversified Holdings LLC, Compass Group Investments, Inc and Compass Medical Mattress Partners, L.P.*


*		~~Previously filed in connection with Compass Diversified Trust’s and Compass Group Diversified Holdings LLC’s current report on Form 8-K filed on August 1, 2006.~~

**		Previously filed in connection with Compass Diversified Trust’s and Compass Group Diversified Holdings LLC’s registration statement on Form S-1 (File No. 333-130326, 333-130326-01) filed on December 14, 2005.

***		Previously filed in connection with amendment no. 3 to Compass Diversified Trust’s and Compass Group Diversified Holdings LLC’s registration statement on Form S-1 (File No. 333-130326, 333-130326-01) filed on April 13, 2006.

****		Previously filed in connection with amendment no. 4 to Compass Diversified Trust’s and Compass Group Diversified Holdings LLC’s registration statement on Form S-1 (File No. 333-130326, 333-130326-01) filed on April 26, 2006.

3943

EXHIBIT INDEX


Exhibit No.		Description
~~2.1~~		Stock and Note Purchase Agreement dated as of July 31, 2006, among Compass Group Diversified Holdings LLC, Compass Group Investments, Inc and Compass Medical Mattress Partners, L.P.*

3.1		Certificate of Trust of Compass Diversified Trust**

3.2		Certificate of Formation of Compass Group Diversified Holdings LLC**

3.3		Amended and Restated Trust Agreement of Compass Diversified Trust****

3.4		Amended and Restated Operating Agreement of Compass Group Diversified Holdings LLC****

4.1		Specimen certificate evidencing a share of trust of Compass Diversified Trust (included in Exhibit 3.5)***

4.2		Specimen certificate evidencing an interest of Compass Group Diversified Holdings LLC (included in Exhibit 3.6)****

10.1		Amended and restated Management Services Agreement with CGM dated November 8, 2006

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant

32.1		Section 1350 Certification of Chief Executive Officer of Registrant

32.2		Section 1350 Certification of Chief Financial Officer of Registrant

~~99.1~~		Note Purchase and Sale agreement dated as of July 31, 2006, among Compass Group Diversified Holdings LLC, Compass Group Investments, Inc and Compass Medical Mattress Partners, L.P.*


*		~~Previously filed in connection with Compass Diversified Trust’s and Compass Group Diversified Holdings LLC’s current report on Form 8-K filed on August 1, 2006.~~

**		Previously filed in connection with Compass Diversified Trust’s and Compass Group Diversified Holdings LLC’s registration statement on Form S-1 (File No. 333-130326, 333-130326-01) filed on December 14, 2005.

***		Previously filed in connection with amendment no. 3 to Compass Diversified Trust’s and Compass Group Diversified Holdings LLC’s registration statement on Form S-1 (File No. 333-130326, 333-130326-01) filed on April 13, 2006.

****		Previously filed in connection with amendment no. 4 to Compass Diversified Trust’s and Compass Group Diversified Holdings LLC’s registration statement on Form S-1 (File No. 333-130326, 333-130326-01) filed on April 26, 2006.

4246


Customer and distributor relations	$	100,739		$	107,400
Technology		7,450			9,750
Licensing agreements and anti-piracy covenants		1,894			2,384

		110,830			119,534
Accumulated amortization		(1,291	)		(4,156	)

		108,792			115,378
Trade names, not subject to amortization		26,900			28,300

Balance at June 30, 2006	$	135,692
Balance at September 30, 2006				$	143,678


Deferred tax assets:
Tax credits	$	1,797		$	1,946
Accounts receivable and allowances		1,370			1,183
Workers’ compensation		6,308			6,624
Deferred income		595
Accrued expenses		2,731
NOL Carryforwards					2,362
Loan forgiveness					794
Other		510			769

Total deferred tax assets		13,311			13,678
Less:
Valuation allowance		(1,589	)		(1,946	)

Net deferred tax asset	$	11,722		$	11,732


Deferred tax liabilities:
Intangible assets	$	(45,561	)	$	(46,517	)
Property and equipment		(1,542	)		(1,576	)
Prepaid and other expenses		(1,140	)		(427	)
Discontinued operations					(436	)

Total deferred tax liabilities	$	(48,243	)	$	(48,956	)


Total net deferred tax liability	$	(36,521	)	$	(37,224	)

																��
									Three-months ended				Nine-months ended
	Three-months ended				Six-months ended				September 30,		September 30,		September 30,		September 30,
(in thousands)	June 30, 2006		June 30, 2005		June 30, 2006		June 30, 2005		2006		2005		2006		2005
Net sales	$	25,034	$	18,929	$	48,783	$	31,826	$	24,765	$	20,468	$	73,548	$	52,294
Cost of sales		16,892		15,092		33.416		24,403		17,972		15,490		51,388		39,893

Gross profit		8,142		3,837		15,367		7,423		6,793		4,978		22,160		12,401

Selling, general and administrative expense		3,342		2,399		6,252		4,844		2,737		2,298		8,989		7,141
Fees to manager		145		145		306		290		145		145		451		435
Amortization of intangibles		138		159		326		319		89		179		415		498

Income from operations	$	4,517	$	1,134	$	8,483	$	1,970	$	3,822	$	2,356	$	12,305	$	4,327


									Three-months ended				Nine-months ended
	Three-months ended				Six-months ended				September 30,		September 30,		September 30,		September 30,
(in thousands)	June 30, 2006		June 30, 2005		June 30, 2006		June 30, 2005		2006		2005		2006		2005
Net sales	$	12,278	$	10,641	$	24,001	$	20,781	$	12,513	$	10,672	$	36,514	$	31,454
Cost of sales		5,087		4,969		10,093		9,621		5,137		4,234		14,844		13,484

Gross profit		7,191		5,672		13,908		11,160		7,376		6,438		21,670		17,970

Selling, general and administrative expense		2,414		1,823		5,249		3,604		2,832		2,271		8,467		6,246
Fees to manager		125		—		250		—		126		—		375		—
Amortization of intangibles		689		—		1,401		—		664		—		2,066

Income from operations	$	3,963	$	3,849	$	7,008	$	7,556	$	3,754	$	4,167	$	10,762	$	11,724


									Three-months ended				Nine-months ended
	Three-months ended				Six-months ended				September 30,		September 30,		September 30,		September 30,
(in thousands)	June 30, 2006		June 30, 2005		June 30, 2006		June 30, 2005		2006		2005		2006		2005
Net sales	$	5,516	$	4,412	$	10,254	$	7,390	$	5,463	$	5,372	$	15,717	$	12,762
Cost of sales		1,418		1,075		2,586		1,508		1,206		1,472		3,792		2,979

Gross profit		4,098		3,337		7,668		5,882		4,257		3,900		11,925		9,783

Selling, general and administrative expense		2,009		1,784		4,267		3,231		2,002		2,215		6,268		5,438
Research and development		315		286		596		487		279		178		875		666
Fees to manager		88		87		175		175		87		87		263		263
Amortization of intangibles		180		126		360		253		190		128		550		379

Income from operations	$	1,506	$	1,054	$	2,270	$	1,736	$	1,699	$	1,292	$	3,969	$	3,037


									Total											Total
	Number of					Accumulated			Stockholders’			Number of					Accumulated			Stockholders’
(in thousands )	Shares		Amount			Earnings			Equity			Shares		Amount			Deficit			Equity
Balance — December 31, 2005		—	$	—		$	(1	)	$	(1	)		—	$	—		$	(1	)	$	(1	)

Issuance of Trust shares, net of offering costs		19,500		269,947			—			269,947			19,500		269,947			—			269,947
Issuance of Trust shares —Anodyne acquisition													950		13,100						13,100
Dividend declared		—		(476	)		(2,111	)		(2,587	)		—		(5,368	)					(5,368	)
Net income		—					2,112			2,112
Dividend paid															(2,587	)					(2,587	)
Net loss													—					(1,772	)		(1,772	)


Balance — June 30, 2006		19,500	$	269,471		$	—		$	269,471
Balance — September 30, 2006													20,450	$	275,092		$	(1,773	)	$	273,319


Six months ended June 30, 2006
(in thousands, except per share data)	Total
Net sales	$	352,586
Income from continuing operations before income taxes and minority interests	$	14,471
Net income	$	7,605
Basic and fully diluted income per share	$	0.39


				Three months ended			Nine months ended
				September 30 2006			September 30 2006
CBS Personnel	$	2,636		$	5,617		$	8,252
Crosman		2,790			3,822			6,612
ACI		1,855			3,754			5,609
Silvue		692			1,699			2,391
Anodyne					140			140

Total		7,973			15,032			23,004
Reconciliation of segment profit to consolidated income from continuing operations before income taxes and minority interests:
Interest expense, net		(934	)		(1,987	)		(2,967	)
Other income		342			205			594
Corporate and other (2)		(3,094	)		(12,510	)		(15,604	)

Total consolidated income from continuing operations before income taxes and minority interests	$	4,287		$	740		$	5,027


(1)		Segment profit represents operating income

(2)		Corporate and other consists of charges at the corporate level and purchase accounting adjustments


	Accounts
	receivable			Allowances
*Accounts receivable and allowances*	June 30, 2006			June 30, 2006
CBS Personnel	$	61,628		$	(3,053	)
Crosman		21,240			(1,634	)
ACI		3,345			(162	)
Silvue		2,706			(8	)

Total		88,919			(4,857	)
Reconciliation of segments to consolidated amount:
Corporate and other		—			—

Total		88,919		$	(4,857	)

Allowance for doubtful accounts and other		(4,857	)

Total consolidated net accounts receivable	$	84,062


					Depreciation
					and
					amortization
					expense
					for the three
					and six
			Identifiable		months
	Goodwill		assets		ended
*Goodwill and identifiable assets of business segments*	June 30, 2006		June 30, 2006		June 30, 2006
CBS Personnel	$	59,294	$	78,810	$	295
Crosman		32,377		59,804		337
ACI		50,659		27,178		409
Silvue		11,304		19,853		129

Total		153,634		185,645	$	1.170
Reconciliation of segments to consolidated amount:		—
Corporate and other identifiable assets		—		104,781		857
Goodwill carried at Corporate level		14,347		—		—

Total	$	167,981	$	290,446	$	2,027


	June 30, 2006
Raw Materials And Supplies	$	4,826
Finished Goods		6,880
Less Obsolescence Reserve		(39	)

	$	11,667


Balance at beginning of period	$	—	$	—
Acquisition of initial businesses		166,453		166,453
Increase in goodwill attributable to an earn-out provision		1,528		1,528
Anodyne acquisition				21,507

Balance at June 30, 2006	$	167,981
Balance at September 30, 2006			$	189,448


	Three and
	six-months
	ended)			Three months ended			Nine-months ended
	June 30, 2006			September 30, 2006			September 30, 2006
Current taxes:
Federal	$	1,371		$	3,478		$	4,849
State		49			360			409
Foreign		63			466			529

Total current taxes		1,483			4,304		$	5,787


Deferred taxes:
Federal		438			(1,027	)		(589	)
State		33			(68	)		(35	)
Foreign		(373	)		373			—

Total deferred taxes		98			(722	)		(624	)


Total tax expense	$	1,581		$	3,582		$	5,163


(1)		Represents the 2% commitment fee on the ~~$115 million~~ unused portion of the delayed term ~~loan~~loan.

(2)		Represents maintenance capital expenditures that were funded from operating cash ~~flow.~~flow and excludes approximately $1.5 million of growth capital expenditures for the nine months ended September 30, 2006.


(a)		Reflects long-term debt of ~~$50~~$60 million and related interest obligations

(b)		Reflects various operating leases for office space, manufacturing facilities and equipment from third parties with various lease terms running from one to fourteen years.

(c)		Reflects non-cancelable commitments as of ~~June~~September 30, 2006, including: (i) committed shareholder distributions of $7.8 million, (ii) management fees of ~~$6.8~~$7.4 million per year over the next five years and; (iii)other obligations, including amounts due under employment agreements.

(d)		The supplemental put obligation is an estimated liability accrued as if our management services agreement with CGM had been terminated This agreement has not been terminated and there is no basis upon which to determine a date in the future, if any, that this amount will be paid.



	COMPASS DIVERSIFIED TRUST

	By:	/s/ James J. Bottiglieri

		James J. Bottiglieri
		Regular Trustee
~~Date: August 10, 2006~~