EXHIBIT99.1
| | |
Compass Diversified Trust | | Investor Relations Contact: |
Jim Bottiglieri | | KCSA Worldwide |
Chief Financial Officer | | Jeffrey Goldberger / Garth Russell |
203.221.1703 | | 212.896.1249 / 212.896.1250 |
jbottiglieri@compasstrust.com | | jgoldberger@kcsa.com /grussell@kcsa.com |
Compass Diversified Trust Reports
Third Quarter and Nine Month 2006 Financial Results
WESTPORT, CT, November 8, 2006– Compass Diversified Trust (NASDAQ: CODI) and Compass Group Diversified Holdings LLC (collectively, the “Trust” or “CODI”) announced today the consolidated results of operations for the three and nine months ended September 30, 2006.
For the quarter ended September 30, 2006, Compass Diversified Trust reported cash flow available for distribution of $7.9 million. For the nine months ended September 30, 2006, Compass Diversified Trust reported cash flow available for distribution of $13.9 million. For the nine month period, the Trust’s results only reflect 46 days of activity for its initial businesses in the second quarter and the complete results of operations for the third quarter.
On September 29, 2006, the Trust’s Board of Directors declared a distribution of $0.2625 per share payable on October 19, 2006 to all Trust shareholders of record as of October 13, 2006. The Trust intends to continue to declare and pay regular quarterly cash distributions on all outstanding shares.
Based upon the Trust’s reported cash flow available for distribution for the quarter ended September 30, 2006 of $7.9 million, the coverage ratio of cash available for distribution to declared distributions for the October 19, 2006 distribution was approximately 1.5x. For the nine month period, that same coverage ratio for the combined July 18, 2006 distribution of $0.1327 per share and the October 19, 2006 distribution was approximately 1.7x.
The quarter ended September 30, 2006 was the first for which the Trust reported a non-cash expense of $8.0 million associated with the Supplemental Put Agreement (the “SPA”) between its subsidiary, Compass Group Diversified Holdings LLC (the “Company”) and Compass Group Management, LLC (the “Manager”). Upon termination of the Company’s Management Services Agreement with the Manager, the Company is obligated to purchase the allocation interests owned by the Manager for a price (its “fair value”) to be determined in accordance with the SPA. The Trust is required each quarter for accounting purposes to record the change in fair value of the obligation associated with the SPA in its earnings. This supplemental put accrual does not affect the Trust’s cash flows or the calculation of cash flow available for distribution, but results in the recognition of a supplemental put expense in our income statement.
| | | | | | |
| | 800 Second Avenue | | Tel 212 682 6300 | | E-mail pr@kcsa.com |
| | New York, NY 10017 | | Fax 212 697 0910 | | www.kcsa.com |
2
In commenting on the quarter, I. Joseph Massoud, CEO of the Company noted, “The third quarter represented our first full quarter of ownership and management of our subsidiary businesses. During the quarter, results of operations from these businesses met our expectations. We are extremely encouraged by the growth in cash flows for our company as a whole, and the coverage that this cash flow provides for our shareholder distributions. Regarding the Supplemental Put Agreement, the accrual associated therewith primarily represents the portion of the estimated increase in the value of our businesses over the Company’s book value in those businesses to which the Manager would be entitled if the Management Services Agreement were terminated. Importantly, it should be noted that this particular non-cash expense may fluctuate significantly in future reporting periods as changes in subsidiary operating performance and other factors could significantly impact this estimate.”
On August 1, 2006, the Company announced its acquisition of a controlling interest in Anodyne Medical Device, Inc. (“AMD”), a leading manufacturer of medical support surfaces and patient positioning devices. Total consideration for the transaction was approximately $31.0 million. On September 18, 2006, the Company further announced that AMD had executed a definitive purchase agreement to acquire Anatomic Concepts, Inc. from Anatomic Global, Inc. Total consideration for the transaction, which was completed on October 5, 2006, was $9.2 million.
About Compass Diversified Trust
Compass Diversified Trust (“CODI”) was formed to acquire and manage a group of profitable middle market businesses that are headquartered in North America. CODI provides public investors with an opportunity to participate in the ownership and growth of companies which have historically been owned by private equity firms or wealthy individuals or families. CODI’s disciplined approach to its target market provides opportunities to methodically purchase attractive businesses at values that are accretive to its shareholders. For sellers of businesses, CODI’s’ unique structure allows CODI to acquire businesses efficiently with no financing contingencies and, following acquisition, to provide its companies with substantial access to growth capital.
Upon acquisition, CODI works with the executive teams of its subsidiary companies to identify and capitalize on opportunities to grow those companies’ earnings and cash flows. These cash flows support distributions to CODI shareholders, which are intended to be steady and growing over the long term.
Subsidiary Businesses
| • | | CBS Personnel Holdings, Inc. and its consolidated subsidiaries, referred to as CBS Personnel, is a provider of temporary staffing services in the United States. CBS Personnel is headquartered in Cincinnati, OH, operates 132 branch locations in 16 states and was founded in 1970. |
|
| • | | Crosman Acquisition Corporation and its consolidated subsidiaries, referred to as Crosman, is a leading manufacturer of recreational airgun and paintball products (through Game Face). Crossman is headquartered in East Bloomfield, NY and was originally founded in 1923. |
| | | | | | |
| | 800 Second Avenue | | Tel 212 682 6300 | | E-mail pr@kcsa.com |
| | New York, NY 10017 | | Fax 212 697 0910 | | www.kcsa.com |
3
| • | | Compass AC Holdings, Inc. and its consolidated subsidiary, referred to as Advanced Circuits, is a manufacturer of low-volume quick-turn and prototype rigid printed circuit boards (“PCBs”). The Company is based in Aurora, CO and was founded in 1989. |
|
| • | | Silvue Technologies Group, Inc. and its consolidated subsidiaries, referred to as Silvue, is a developer and manufacturer of proprietary, high-performance coating systems for polycarbonate, glass, acrylic, metals and other substrate materials used in the premium eyewear, aerospace, automotive and industrial markets. Silvue is based in Anaheim, CA and was founded in 1986. |
|
| • | | Anodyne Medical Device, Inc. and its consolidated subsidiaries, referred to as AMD, is a leading manufacturer of medical support surfaces and patient positioning devices, primarily used for the prevention and treatment of pressure wounds experienced by patients with limited or no mobility. AMD is based in Los Angeles, CA and was founded in 2005. |
To find out more about Compass Diversified Trust, please visitwww.compassdiversifiedtrust.com.
This press release may contain certain forward-looking statements, including statements with regard to the future performance of the Trust. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10Qs filed by CODI with the Securities and Exchange Commission for the quarters ended March 31,2006 and June 30, 2006 and other filings with the Securities and Exchange Commission. CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Tables Below
| | | | | | |
| | 800 Second Avenue | | Tel 212 682 6300 | | E-mail pr@kcsa.com |
| | New York, NY 10017 | | Fax 212 697 0910 | | www.kcsa.com |
4
Compass Diversified Trust
Condensed Consolidated Balance Sheets
(in thousands)
| | | | | | | | |
| | September 30, | | | December 31, | |
| | 2006 | | | 2005 | |
| | (Unaudited) | | | | | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 13,049 | | | $ | 100 | |
Accounts receivable, less allowances of $4,738 at September 30, 2006 | | | 91,142 | | | | — | |
Inventories | | | 22,162 | | | | — | |
Prepaid expenses and other current assets | | | 10,140 | | | | 3,308 | |
Current assets of discontinued operations | | | 542 | | | | — | |
| | | | | | |
| | | | | | | | |
Total current assets | | | 137,035 | | | | 3,408 | |
| | | | | | | | |
Property, plant and equipment, net | | | 22,110 | | | | — | |
Goodwill | | | 189,448 | | | | — | |
Intangible assets, net | | | 143,678 | | | | — | |
Deferred debt issuance costs, net | | | 5,834 | | | | — | |
Other non-current assets | | | 12,401 | | | | — | |
Assets of discontinued operations | | | 466 | | | | — | |
| | | | | | |
| | | | | | | | |
Total assets | | $ | 510,972 | | | $ | 3,408 | |
| | | | | | |
| | | | | | | | |
Liabilities and stockholders’ equity (deficit) | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | $ | 65,074 | | | $ | 1 | |
Distributions payable | | | 5,368 | | | | — | |
Due to related party | | | 531 | | | | 3,308 | |
Working capital facility | | | 11,697 | | | | — | |
Current liabilities of discontinued operations | | | 625 | | | | — | |
| | | | | | |
| | | | | | | | |
Total current liabilities | | | 83,295 | | | | 3,309 | |
| | | | | | | | |
Supplemental put obligation | | | 8,016 | | | | — | |
Long-term debt less current portion | | | 60,000 | | | | — | |
Deferred income taxes | | | 42,842 | | | | — | |
Other non-current liabilities | | | 17,544 | | | | — | |
| | | | | | |
| | | | | | | | |
Total liabilities | | | 211,697 | | | | 3,309 | |
| | | | | | | | |
Minority interests | | | 25,956 | | | | 100 | |
| | | | | | | | |
Total stockholders’ equity (deficit) | | | 273,319 | | | | (1 | ) |
| | | | | | |
| | | | | | | | |
Total liabilities and stockholders’ equity (deficit) | | $ | 510,972 | | | $ | 3,408 | |
| | | | | | |
| | | | | | |
| | 800 Second Avenue | | Tel 212 682 6300 | | E-mail pr@kcsa.com |
| | New York, NY 10017 | | Fax 212 697 0910 | | www.kcsa.com |
5
Compass Diversified Trust
Condensed Consolidated Statement of Operations
(in thousands, except per share data, unaudited)
| | | | | | | | |
| | Three Months | | | Nine Months | |
| | Ended | | | Ended | |
| | September 30, 2006 | | | September 30, 2006 | |
Net sales | | $ | 183,837 | | | $ | 278,520 | |
Cost of sales | | | 138,875 | | | | 209,752 | |
| | | | | | |
Gross profit | | | 44,962 | | | | 68,768 | |
Operating expenses: | | | | | | | | |
Staffing expense | | | 13,468 | | | | 20,439 | |
Selling, general and administrative expenses | | | 15,563 | | | | 23,911 | |
Supplemental Put obligation | | | 8,016 | | | | 8,016 | |
Fees to manager | | | 1,928 | | | | 2,814 | |
Research and development expense | | | 279 | | | | 1,553 | |
Amortization expense | | | 2,865 | | | | 4,156 | |
| | | | | | |
Operating income | | | 2,843 | | | | 7,879 | |
| | | | | | | | |
Other income (expense): | | | | | | | | |
Interest income | | | 353 | | | | 447 | |
Interest expense | | | (2,340 | ) | | | (3,414 | ) |
Amortization of debt issuance costs | | | (321 | ) | | | (479 | ) |
Other income, net | | | 205 | | | | 594 | |
| | | | | | |
| | | | | | | | |
Income from continuing operations before income taxes and minority interests | | | 740 | | | | 5,027 | |
Provision for income taxes | | | 3,582 | | | | 5,163 | |
Minority interest | | | 1,187 | | | | 1,896 | |
| | | | | | |
| | | | | | | | |
Loss from continuing operations | | | (4,029 | ) | | | (2,032 | ) |
Income from discontinued operations, net of income taxes | | | 145 | | | | 260 | |
| | | | | | |
| | | | | | | | |
Net loss | | $ | (3,884 | ) | | $ | (1,772 | ) |
| | | | | | |
| | | | | | | | |
Basic and fully diluted loss per share | | $ | (0.19 | ) | | $ | (0.18 | ) |
| | | | | | |
| | | | | | | | |
Weighted average number of shares of trust stock outstanding – basic and fully diluted | | | 20,120 | | | | 10,031 | |
| | | | | | |
| | | | | | | | |
Cash dividends declared per share | | $ | 0.2625 | | | $ | 0.3952 | |
| | | | | | |
| | | | | | |
| | 800 Second Avenue | | Tel 212 682 6300 | | E-mail pr@kcsa.com |
| | New York, NY 10017 | | Fax 212 697 0910 | | www.kcsa.com |
6
Compass Diversified Trust
Condensed Consolidated Statement of Cash Flows
(in thousands, unaudited)
| | | | |
| | Nine Months | |
| | Ended | |
| | September 30, 2006 | |
Cash flows from operating activities: | | | | |
Net loss from continuing operations | | $ | (2,032 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | |
Depreciation of property and equipment | | | 1,526 | |
Amortization of intangible assets | | | 4,156 | |
Amortization of debt issuance costs | | | 479 | |
Supplemental put obligation | | | 8,016 | |
Minority interests | | | 1,896 | |
Loan forgiveness accrual | | | 1,072 | |
Deferred taxes | | | (624 | ) |
In process research and development charge | | | 1,120 | |
Other | | | (389 | ) |
| | | | |
Changes in operating assets and liabilities, net of acquisition: | | | | |
Increase in accounts receivable | | | (4,357 | ) |
Increase in inventories | | | (8,323 | ) |
Decrease in prepaid expenses and other current assets | | | 408 | |
Increase in accounts payable and accrued expenses | | | 10,319 | |
Decrease in due to related party | | | (3,308 | ) |
Decrease in net assets of discontinued operations | | | 338 | |
| | | |
Net cash provided by operating activities | | | 10,297 | |
| | | |
| | | | |
Cash flows from investing activities: | | | | |
Acquisition of initial businesses, net of cash acquired | | | (310,759 | ) |
Purchases of property and equipment | | | (4,031 | ) |
Anodyne acquisition | | | (31,050 | ) |
| | | |
Net cash used in investing activities | | | (345,840 | ) |
| | | |
| | | | |
Cash flows from financing activities: | | | | |
Proceeds from the issuance of debt | | | 71,574 | |
Proceeds from the issuance of trust shares, net | | | 284,962 | |
Debt issuance costs | | | (6,307 | ) |
Distributions paid | | | (2,587 | ) |
Other | | | 756 | |
| | | |
Net cash provided by financing activities | | | 348,398 | |
| | | |
| | | | |
Net increase in cash and cash equivalents | | | 12,855 | |
Foreign currency adjustment | | | 94 | |
Cash and cash equivalents — beginning of period | | | 100 | |
| | | |
Cash and cash equivalents — end of period | | $ | 13,049 | |
| | | |
| | | | | | |
| | 800 Second Avenue | | Tel 212 682 6300 | | E-mail pr@kcsa.com |
| | New York, NY 10017 | | Fax 212 697 0910 | | www.kcsa.com |
7
Compass Diversified Trust
Condensed Consolidated Table of Cash Flows Available for Distribution (“CAD”)
(in thousands, unaudited)
| | | | | | | | |
| | Three Months | | | Nine Months | |
| | Ended | | | Ended | |
| | September 30, 2006 | | | September 30, 2006 | |
Net loss | | $ | (3,884 | ) | | $ | (1,772 | ) |
Adjustment to reconcile net loss to cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 4,134 | | | | 6,161 | |
Supplemental put expense | | | 8,016 | | | | 8,016 | |
Silvue’s in process R&D expensed at acquisition date | | | — | | | | 1,120 | |
Advanced Circuit’s loan forgiveness accrual | | | 536 | | | | 1,072 | |
Minority interest | | | 1,187 | | | | 1,896 | |
Deferred taxes | | | (652 | ) | | | (624 | ) |
Other | | | (205 | ) | | | (311 | ) |
Changes in operating assets and liabilities | | | (7,444 | ) | | | (5,261 | ) |
| | | | | | |
| | | 1,688 | | | | 10,297 | |
Add: | | | | | | | | |
Unused fee on delayed term loan | | | 554 | | | | 842 | |
Changes in operating assets and liabilities | | | 7,444 | | | | 5,261 | |
Less: | | | | | | | | |
Maintenance capital expenditures | | | | | | | | |
CODI | | | 51 | | | | 70 | |
CBS Personnel | | | 255 | | | | 291 | |
Crosman | | | 892 | | | | 1,477 | |
Advanced Circuits | | | 253 | | | | 323 | |
Silvue | | | 196 | | | | 199 | |
Anodyne | | | 157 | | | | 157 | |
| | | | | | |
| | | | | | | | |
Estimated cash flow available for distribution | | $ | 7,882 | | | $ | 13,883 | |
| | | | | | |
| | | | | | | | |
Distribution declared in September 2006 | | $ | (5,368 | ) | | $ | (5,368 | ) |
Distribution paid in July 2006 | | | — | | | | (2,547 | ) |
| | | | | | |
Total distributions | | $ | (5,368 | ) | | $ | (7,915 | ) |
| | | | | | |
| | | | | | |
| | 800 Second Avenue | | Tel 212 682 6300 | | E-mail pr@kcsa.com |
| | New York, NY 10017 | | Fax 212 697 0910 | | www.kcsa.com |