Compass Diversified Holdings - 10-Q quarterly report FY

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

     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 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.

FINANCIAL INFORMATION

Compass Diversified Trust

Condensed Consolidated Balance Sheets

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 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. 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):

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.

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 nine months ended September 30, 2006 represents the results of operations of the initial businesses from May 16, 2006 to 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 .

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 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.

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.

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.

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. One customer accounted for approximately 35% of Crosman’s sales from May 16, 2006 to September 30, 2006 and represents approximately 43% of its accounts receivable balance as of September 30, 2006.

Cooperative charges and sales rebates to distributors are recorded at the time of shipment based upon historical experience. Changes in such allowances may be required if future rebates differ from historical experience. Cooperative charges recorded as a reduction of net sales were $0.2 million for the period ended September 30, 2006.

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.

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.

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

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.

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

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, 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:

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.

Goodwill represents the difference between purchase cost and the fair value of net assets acquired in business acquisitions. Goodwill is tested for impairment at least annually and impairments, if any, are charged directly to earnings. Assumptions used in the testing include, but are not limited to the use of an appropriate discount rate and estimated future cash flows. In estimating cash flows current market information as well as historical factors are considered. Intangible assets, which include customer relations, trade names, technology and licensing agreements that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable.

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

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 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.

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.

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 September 30, 2006 is as follows: (in thousands)

Deferred income taxes are calculated under the liability method. Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes at the enacted tax rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

The effective tax rate differs from the statutory rate of 34%, principally due to state taxes and foreign tax credits.

Basic and diluted income per share is computed on a weighted average basis from the period January 1, 2006 through 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 September 30, 2006, 19,500,000 trust shares, for the period from May 16, 2006 through 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.

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

Research and development costs are charged to operations when incurred. Research and development expense was approximately $0.3 million and $1.6 million for the three and nine months ended 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.

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.

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 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.

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 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.

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.

The following unaudited pro forma data for the nine months ended September 30, 2006 gives effect to the acquisition of the initial businesses and the acquisition of Anodyne, all as described 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.

At September 30, 2006 the Company has 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.

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:

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 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 businesses are included in consolidated operating results as of their date of acquisition. There are no inter-segment transactions.

A disaggregation of the Company’s consolidated revenue and other financial data for the three and nine month periods ended September 30, 2006 is presented below, (in thousands).

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):

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

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

A reconciliation of the change in the carrying value of goodwill for the period ended September 30, 2006 is as follows (in thousands):

Other Intangible assets subject to amortization are comprised of the following at September 30, 2006, (in thousands):

Amortization expense was $2.9 million and $4.2 million during the three and nine month periods ended September 30, 2006.

On May 16, 2006, the Company entered into a Financing Agreement, dated as of May 16, 2006 (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. The Company intends to use the Financing Agreement to provide for its working capital needs, the working capital needs of its initial businesses and to pursue acquisitions of additional businesses.

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 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.

On May 16, 2006, the Company borrowed the full amount available under the $50 million term loan in connection with its acquisition of controlling interests in, and making loans to, the four initial businesses. The Company may borrow under the delayed draw term loan at any time, subject to the satisfaction of certain conditions, from May 16, 2006 until May 16, 2009. As of September 30, 2006 the Company had $10.0 million outstanding under the delayed draw term loan which it borrowed in connection with the Anodyne acquisition.

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 the initial businesses, loan receivables from the Company’s businesses, cash and other assets. The Financing Agreement also requires that the loan agreements between the Company and its businesses be secured by a first priority lien on the assets of the businesses subject to the letters of credit issued by third party lenders on behalf of such initial businesses.

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

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 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.

As of 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 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 September 30, 2006, the Company had approximately $2.2 million outstanding under this facility.

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.

Components of the Company’s income tax expense (benefit) are as follows(in thousands):

The tax effects of temporary difference that have resulted in the creation of deferred tax assets and deferred tax liabilities at September 30, 2006 are as follows (in thousands):

At September 30, 2006, the Company recognized approximately $48.9 million in deferred tax liabilities. A significant portion of the balance in deferred tax liabilities reflects temporary differences in the basis of property and equipment and intangible assets related to the Company’s purchase accounting adjustments in connection with the acquisition of the initial businesses.

For financial accounting purposes the Company recognized a significant increase in the fair values of the intangible assets and property and equipment. For income tax purposes the existing tax basis of the intangible assets and property and equipment is utilized. In order to reflect the increase in the financial accounting basis over the existing tax basis, a deferred tax liability was recorded. This liability will decrease in future periods as these temporary differences reverse.

A valuation allowance of approximately $1.9 million has been provided at September 30, 2006. A valuation allowance is provided whenever it is more likely than not that some or all of deferred assets recorded may not be realized. At September 30, 2006 the Company believes that a portion of deferred tax assets recorded will not be realized in the future.

The Trust is authorized to issue 500,000,000 trust shares and the Company is authorized to issue a corresponding number of LLC interests. 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.

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

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 three and nine month periods ended September 30, 2006 the Company incurred the following management fees to CGM, by entity : (in thousands)

Approximately $0.5 million of the management fees incurred were unpaid as of September 30, 2006.

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 — 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.

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 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. 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.

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.

On October 5, 2006 Anodyne acquired Anatomic Concepts, Inc. (“Anatomic”). The cash purchase price was approximately $9.2 million. The Company borrowed $4.0 million under its revolving credit facility and $5.0 million in delayed draw term loans to finance this acquisition. The acquisition will be accounted for under the purchase method of accounting. Anatomic designs, manufactures and distributes medical support surfaces and medical patient positioning devices, including mattresses, mattress overlays and replacements, operating room patient positioning devices, operating table pads and related accessories. Anatomic is located in Corona, California.

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.

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.

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. We paid an aggregate of approximately $139.3 million for the purchase of the controlling interests in the following initial businesses:

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:

On August 1, 2006, we 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 from CGI and Compass Medical Mattresses Partners, LP (the “Seller”), a wholly- owned, indirect subsidiary of CGI.

The purchase 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, 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 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, including mattresses, mattress overlays and replacements, operating room patient positioning devices, operating table pads and related accessories. Anatomic is located in Corona, California.

We acquired our initial businesses on May 16, 2006, and, therefore cannot provide a comparison of our consolidated results of operations for the three and nine-month periods ended 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 nine month periods ended 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 nine-month periods ended 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.

We do not generate any revenues apart from those generated by the businesses we own, control and operate. The Trust and the Company may generate interest income on the investment of available funds, but expect such earnings to be minimal. Our investment in our initial businesses is typically in the form of loans from the Company to such businesses, as well as equity interests in those companies. Cash flow coming to the Trust and the Company is the result of interest payments on those loans, amortization of those loans and, in the future, potentially, dividends on the Company’s equity ownership. However, on a consolidated basis these items will be eliminated.

The Trust’s and the Company’s operating expenses primarily consist of the salary and related costs and expenses of the Company’s Chief Financial Officer and his staff, the cost of professional services and other expenses including the directors and audit fees, directors and officers’ insurance premiums and tax preparation services.

Pursuant to the Management Services Agreement, we pay CGM a quarterly management fee equal to 0.5% (2.0% annualized) of our adjusted net assets, which is defined in the Management Services Agreement (see Related Party Transactions). The Company accrues for the management fee on a quarterly basis. For the three and nine month periods ended September 30, 2006 we incurred approximately $1.9 million and $2.8 million, respectively, in expense for these fees.

In addition, concurrent with the Initial Public Offering, we entered into a Supplemental Put Agreement with our Manager pursuant to which our Manager shall have the right to cause the Company to purchase the allocation interests then owned by them upon termination of the Management Services Agreement The Company accrued approximately $8.0 million in expense during the quarter ended September 30, 2006 in connection with this agreement. This non-cash expense primarily represents that portion of the estimated increase in the value of our businesses over our basis in those businesses that our Manager would be entitled to if the Management Services Agreement were terminated, (see — Related Party Transactions).

We acquired our initial businesses on May 16, 2006. As a result, our consolidated operating results only include the results of operations for the 138 day period between May 16, 2006 and 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 nine-month periods ended 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, 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, automotive supply, construction, industrial, healthcare and financial sectors.

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

     Revenues for the three months ended September 30, 2006 decreased approximately $1.9 million over the corresponding three months ended September 30, 2005. Revenues from light industrial staffing increased $7.0 million. This increase was offset by a $6.8 million decrease in clerical staffing and a $1.7 million decrease in revenues attributable to payroll, technical and medical services. The remaining decrease in revenues is attributable to the remaining niche segments provided by CBS Personnel. These decreases in revenues include a $2.2 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.

     Direct cost of revenues for the three months ended September 30, 2006 decreased approximately $0.7 million. Gross profit totaled approximately 18.5% and 19.1% of revenues for the three month periods ended September 30, 2006 and 2005, respectively. The decrease in cost of revenues is primarily attributable to the decrease in revenues for the same period. The decrease in gross profit as a percent of revenues is attributable to a shift in product mix to larger accounts and light industrial accounts.

     Selling, general and administrative expenses for the three months ended September 30, 2006, decreased approximately $1.2 million. This decrease is largely the result of a decrease in bad debt expense of $0.9 million and a decrease in non-recurring restructuring costs of $0.2 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 decreased approximately $0.2 million in the three 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 the write off the balance of deferred costs which resulted in lower overall amortization costs associated with that original debt.

     Income from operations increased approximately $0.2 million to $5.6 million for the three months ended September 30, 2006 compared to the three months ended September 30, 2005 based on the factors described above.

     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.

     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 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 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 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.

     Crosman is a manufacturer and distributor of recreational airgun products, “soft-air” products, and related accessories. Crosman’s products are sold through approximately 500 retailers in over 6,000 retail locations in the United States and 44 other countries. The United States market, however, continues to be Crosman’s primary market, accounting for approximately 87% of net sales for the nine month period ended September 30, 2006.

The table below summarizes the income from operations data for Crosman for the three and nine-month period ended September 30, 2006.

     Net sales for the three months ended September 30, 2006 increased approximately $4.3 million over the corresponding three month period ended September 30, 2005. Revenues attributable to sales of its “soft air” products increased $1.5 million and revenues attributable its air rifles increased approximately $2.6 million. The increase in sales of its soft air products was 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 air rifles products was due to (i) new product introductions that drove sales growth and (ii) more adequate inventory levels available to its customers during specific peak selling periods during the quarter.

     Cost of sales for the three months ended September 30, 2006 increased approximately $2.4 million. This increase was due almost entirely to the corresponding increase in sales, offset in part by overall increased gross profit margins (27.5% at September 30, 2006 vs. 24.3% at September 30, 2005) resulting from reduced returns and positive product mix changes.

     Selling, general and administrative expenses

     Selling, general and administrative expenses increased approximately $0.4 million during the three months ended September 30, 2006 compared to the corresponding period in 2005. This increase is due primarily to additional insurance, commissions and other associated costs related to the increase in sales.

     Operating income for the three months ended September 30, 2006 was approximately $3.8 million compared to approximately $2.4 million for the three months ended September 30, 2005, an increase of approximately $1.4 million. This increase was primarily due to increased revenues and other factors as described above.

     Revenues for the nine months ended September 30, 2006 increased approximately $21.3 million over the corresponding nine month period ended September 30, 2005. Revenues attributable to sales of its “soft air” products increased $12.5 million and revenues attributable its air rifles increased approximately $7.5 million. The increased sales of its soft air products was 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 air rifles was due to (i) 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 for the nine months ended September 30, 2006 increased approximately $11.5 million. This increase is due almost entirely to the corresponding increase in sales offset in part by overall increased gross profit margins (30.1% at September 30, 2006 vs. 23.7% at September 30, 2005) resulting from Crosman’s ability to reduce certain product discounting during the period and its operating leverage.

   Selling, general and administrative expenses increased approximately $1.8 million during the nine months ended September 30, 2006 compared to the corresponding period in 2005. This increase is due to additional performance bonus expense of approximately $1.9 million recorded in the nine months ended September 30, 2006 and additional selling and marketing costs totaling $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 for the nine months ended September 30 2006 was approximately $12.3 million compared to approximately $4.3 million for the nine months ended September 30, 2005, an increase of approximately $8.0 million. This increase was primarily due to increased revenues and other factors as described above.

     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 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 nine-months ended September 30, 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 nine-months ended September 30, 2006 and September 30, 2005 reflect the combined results of the two businesses. The following section discusses the historical financial performance of the combined entities.

The table below summarizes the income from operations data for Advanced Circuits for the three and nine-month periods ended September 30, 2006 and September 30, 2005.

     Net sales for the three months ended September 30, 2006 increased approximately $1.8 million over the corresponding three month period ended September 30, 2005. Increased sales from quick-turn production PCB’s and Prototype PCB’s are principally responsible for this increase.

     Cost of sales for the nine months ended September 30, 2006 increased approximately $0.9 million. This increase principally is due to the corresponding increase in sales offset in part by efficiencies derived from the increased capacity utilization of Advanced Circuits Aurora, Colorado facility. Gross profit as a percentage of sales decreased during the three months ended September 30, 2006 (58.9% at September 30, 2006 vs. 60.3% at September 30, 2005) largely as a result of the increased raw material costs of purchasing laminates.

     Selling, general and administrative expenses increased approximately $0.6 million during the three months ended September 30, 2006 compared to the corresponding period in 2005. This increase is principally due to charges of approximately $0.5 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 Circuits’ stock by its management may be forgiven upon the achievement of certain financial performance targets.

Amortization expense increased approximately $0.7 million in the three months ended September 30, 2006 as a result of amortization associated with intangible assets acquired in connection with the September 2005 acquisition.

     Operating income for the three months ended September 30, 2006 was approximately $3.8 million compared to approximately $4.2 million for the three months ended September 30, 2005, a decrease of approximately $0.4 million. This decrease primarily was due to the non-cash loan forgiveness and amortization expense increases in 2006 that were not factors in the third quarter of 2005, offset in part by the growth in Advanced Circuits revenues and corresponding increases in gross profit, as described above.

     Net sales for the nine months ended September 30, 2006 increased approximately $5.1 million over the corresponding nine month period ended September 30, 2005. Increased sales from quick-turn production PCB’s and Prototype PCB’s are principally responsible for this increase.

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

     Selling, general and administrative expenses increased approximately $2.2 million during the nine months ended September 30, 2006 compared to the corresponding period in 2005. This increase is principally due to charges of approximately $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.

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

     Operating income for the nine months ended September 30, 2006 was approximately $10.8 million compared to approximately $11.7 million for the three months ended September 30, 2005, a decrease of approximately $1.1 million. This decrease primarily was 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 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.

The table below summarizes the income from operations data for Silvue for the three and nine-month period ended September 30, 2006 and September 30, 2005.

     Net sales

     Revenues for the three months ended September 30, 2006 increased approximately $0.1 million over the corresponding three months ended September 30, 2005. This increase principally was due to increased coating sales to existing customers.

     Cost of sales

     Cost of sales for the three months ended September 30, 2006 decreased approximately $0.3 million. Gross profit was approximately 77.9% and 72.6% of revenue in each of the three month periods ended September 30, 2006 and 2005, respectively. This increase in gross profit percentage principally was due to sales of higher margin products, specifically in Asia.

     Selling, general and administrative expense

     Selling, general and administrative expenses decreased approximately $0.2 million during the three months ended September 30, 2006 compared to the corresponding period in 2005. This decrease primarily was due to a reduction in personnel costs.

     Research and development costs

     Research and development costs totaled approximately $0.3 million and 0.2 million in the three month periods ended September 30, 2006 and 2005, respectively.

      Amortization expense

     Amortization expense increased approximately $0.1 million in the three months ended September 30, 2006 as compared to the prior three month period in 2005 principally due to the increase in amortizable intangible assets resulting from the Nippon ARC acquisition.

     Operating income

     Operating income for the three months ended September 30, 2006 was approximately $1.7 million compared to approximately $1.3 million for the three months ended September 30, 2005, an increase of approximately $0.4 million. This increase was due primarily to increased revenues and other factors as described above.

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

     Net sales

     Revenues for the nine months ended September 30, 2006 increased approximately $2.9 million over the corresponding nine months ended September 30, 2005. This increase principally is due to approximately $1.8 million in sales associated with Nippon ARC which Silvue acquired on April 1, 2005. In addition, increase in sales of approximately $1.0 millions in its core ophthalmic business and aluminum coatings products also contributed to the increase in sales during the nine months ended September 30, 2006.

     Cost of sales

     Cost of sales for the nine months ended September 30, 2006 increased approximately $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 75.9% and 76.7 % in each of the nine month periods ended 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 $0.8 million during the nine months ended September 30, 2006 compared to the corresponding period in 2005. This increase primarily was due to increased costs of approximately $0.3 million related to the inclusion of Nippon ARC for the full nine months in 2006 and increased accounting and professional fees of approximately $0.5 million associated with our purchase of Silvue.

     Research and development costs

     Research and development costs increased approximately $0.2 million in the nine months ended 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 nine month period in 2006.

     Amortization expense

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

     Operating income

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

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 138 day period between May 16, 2006 and September 30, 2006. Any comparison of our consolidated cash flows for this short period in 2006 to any prior period is not meaningful.

At September 30, 2006, on a consolidated basis, cash flows provided by operating activities totaled approximately $10.3 million, which represents the inclusion of the results of operations of the initial businesses for 138 days (May 16, 2006 through 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 $345.8 million, which reflects the costs to acquire the initial businesses and Anodyne. Cash flow provided by financing activities totaled $348.4 million, reflecting the net proceeds of the shareholder offerings and draw-downs of debt from our Finance Agreement.

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

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.

In September 2006, 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 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 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 loans to our businesses. Accordingly, we are dependent upon the earnings of and cash flow of these businesses, 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 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 revolving credit commitments outstanding under the 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 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:

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. Respectively, these distributions represent (i) a pro-rata distribution for the quarter ended June 30, 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.

Cash flows of certain of our businesses are seasonal in nature. Cash flows from CBS Personnel are typically lower in the March 31 quarter of each year than in other quarters due to reduced seasonal demand for temporary staffing services and to lower gross margins during that period associated with the front-end loading of certain taxes and other payments associated with payroll paid to our employees. In addition, Crosman’s business is seasonal in nature, with cash flow typically peaking in the December 31 quarter of each year as a result of holiday related sales.

We have entered into the following agreements with our Manager, 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 — We entered into a Management Services Agreement (“Agreement”) with our Manager effective May 16, 2006. The Agreement provides for our Manager to perform services for us in exchange for a management fee paid quarterly and equal to 0.5% of 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 three and nine months ended September 30, 2006 we paid approximately $1.9 million and $2.8 million, respectively, to our 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 is also an equity holder of our allocation interests. As such, our Manager has the right to a distribution pursuant to a profit allocation formula upon the occurrence of certain events. Our 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, (see Supplemental Put Agreement below).

Supplemental Put Agreement — 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 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 us 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 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.

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

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 September 30, 2006.

The table does not include the long-term portion of the actuarially developed reserve for workers compensation, which does not provide for annual estimated payments beyond one year. This liability, totaling approximately $14.4 million at September 30, 2006, is included in our balance sheet as a component of other non-current liabilities.

A summary of critical accounting policies and estimates may be found in our Registration Statement on Form S-1, (File No.333-130326) as filed with the SEC.

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. We are 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 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.

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

     We expect to borrow under the revolving credit portion of the Financing Agreement to finance our short-term working capital needs.

     At September 30, 2006, we were not exposed to significant foreign currency exchange rate risks that could have a material effect on our financial condition or results of operations.

     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 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 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 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.

     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.

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 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 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 excess of distributions due to the company’s use of 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 our businesses, 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 shareholders. The company’s board of directors is also free to 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 tax liability that results from that income.

In general, the Company’s profits and losses are determined on an annual basis and allocated among the holders in proportion to the number of months during the year in which they held shares, determined as of the close of the last trading day of the 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 losses realized on the divestiture of the Company’s subsidiaries and for other unusual profits and losses, the Company will allocate such gains and losses to holders who held (or are deemed to hold) shares on the day such unusual gain or loss is realized.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.