Compass Diversified (CODI) Earnings Call Transcript & Summary

Good afternoon, and welcome to Compass Diversified's call to discuss its acquisition of PrimaLoft. [Operator Instructions] As a reminder, this conference call is being recorded, and the press release and slide presentation regarding today's announcement are available on the Investor Relations section of the company's website. The archived replay can be accessed on the CODI website following the call. I would now like to turn the conference over to your host, Cody Slach of Gateway Group. Cody, you may now begin.

Thank you, operator. Good afternoon, everyone, and thank you for joining us. On the call with me today are Elias Sabo, CEO of CODI; Ryan Faulkingham, CFO of CODI; Pat Maciariello, COO of Compass Group Management; and Zach Sawtelle, the lead Compass partner on the PrimaLoft transaction. During this call, we may make certain forward-looking statements, including statements about the expected closing of the transaction with PrimaLoft, Inc; expected accretion and financial impact of the transaction; anticipated future performance of both PrimaLoft and CODI; and statements with respect to PrimaLoft's pronounced ESG efforts. Words such as believes, expects, projects, estimates 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 on a material basis from those projected in these forward-looking statements, and some of these factors are enumerated in our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K as well as in other SEC filings. Except as required by law, CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. With that said, I will now turn the call over to CODI's CEO, Elias Sabo.

Good afternoon, everyone, and thank you for joining us today. We are excited to announce that CODI has entered into a definitive agreement to acquire PrimaLoft, the leading provider of branded, high-performance synthetic insulation and materials used primarily in consumer outerwear and accessories. PrimaLoft has all the attributes we look for in an acquisition. And once closed, will add to CODI's track record of acquiring industry-leading, innovative, high free cash flow businesses with strong competitive advantages. Beyond its excellent business fundamentals, PrimaLoft operates at the forefront of sustainability and is fully in line with CODI's mission of conducting our business in a responsible and ethical manner while delivering superior investment results. As we've mentioned in our past presentations, a top strategic effort of ours over the past few years has been to lower our weighted average cost of capital. Our success in this endeavor with our placement of $1 billion of 8-year unsecured bonds in May of last year, fixed at 5.25% and our placement of $300 million of 10-year unsecured bonds in November, fixed at 5%, has provided CODI with a significant competitive advantage and allows us to continue to buy A+ businesses like PrimaLoft. This was a highly competitive acquisition process and CODI's unmatched speed and certainty to close was a key differentiator. I would like to commend the team at CODI, who did a tremendous job executing in a compressed time frame. We're excited about this transaction for a number of reasons, which Pat and Zach will detail shortly. But first, please allow us to play a short video of PrimaLoft. [Presentation]

I'll now turn it over to Pat and Zach to go through some additional details about PrimaLoft.

Thanks, Elias. First and foremost, on Page 5. This is what PrimaLoft does. They produce high-performance synthetic insulation and materials used in outerwear and accessories. Their core offering includes a wide range of insulation product types that are optimized to keep end consumers at a comfortable temperature regardless of weather conditions. At the most premium end of the product range, PrimaLoft's technically focused brand partners incorporate the company's products to design each new garment with specific use cases in mind while minimizing weight and maximizing flexibility. Amongst many very exciting product lines is its ThermoPlume product. ThermoPlume is a patented federal-like product that mimics the lightweight and softness of down insulation while allowing for seamless integration into standard design and manufacturing processes. This product utilizes recycled raw materials and eliminates the need for animal-based feathers. Though a meaningful revenue stream for the business today, we believe ThermoPlume remains in the early stages of its growth trajectory, and we'll continue to take market share from traditional goose and duck down insulation products. Here on Slide 5, you can see examples of how Nike adopted PrimaLoft's ThermoPlume product into its ACG Lunar Lake jacket and prominently displays an embroider PrimaLoft logo on the exterior of the jacket. Next to that image is Moncler's Parker that utilizes PrimaLoft's gold active insulation, an example of PrimaLoft's [indiscernible] product. It's not just Nike and Moncler, however, who trust PrimaLoft. The company has earned the trust of close to 1,000 leading brands around the world. PrimaLoft's business is well diversified across plains and geographies. The company does roughly 63% of its sales to brand partners located in North America, 30% in Europe and approximately 7% to brand partners in Asia. As we've mentioned in the past, CODI focuses relentlessly on identifying and acquiring true middle market leaders with strong competitive barriers and significant tailwinds, and we are confident we have found just that in PrimaLoft. This company is a true innovation leader, operates in a growing market with significant opportunities to take market share by displacing centuries old technology, recessed significant intellectual property, has an exceptional financial profile, a world-class management team and operates with sustainability at the forefront. We're incredibly excited to add PrimaLoft to CODI's group of leading middle market businesses and to partner with the PrimaLoft team. With that, I will turn it over to Zach Sawtelle to talk a bit more about market size and sustainability.

Thanks, Pat. We believe PrimaLoft's addressable market is conservatively valued in excess of $3 billion, which comprises the product categories, price lines and geographies where PrimaLoft currently competes, such as insulated jackets, gloves and footwear. Notably, PrimaLoft's novel technologies such as PrimaLoft Bio fibers, which accelerate bio degration of applications beyond their current core markets and are not included in the $3 billion market size. Alternative applications include use in the diaper, hygiene and wipes market, and provide potential future upside. Today, PrimaLoft captures less than 3% of the total market opportunity and is well positioned for future growth, driven by the continued trend towards more contoured synthetically insulated jackets versus puffy down jackets, increasing PrimaLoft market share within a synthetically insulated jacket market due to superior product performance and branding, momentum in the revolutionary ThermoPlume product, which is compelling sustainable alternative to traditional puffy down and the general trend amongst brand partners to emphasize sustainability and product development. Moving to the next slide. Performance and sustainability have been the guiding principles of PrimaLoft since its inception in 1983 when it developed the first water-resistant synthetic insulation that was floral carbon-free, a major milestone at the time. Today, greater than 90% of products are composed of at least 50% recycled materials. Even with this notable achievement, the company continues to focus on intervening at the polymer, manufacturing and product level to reduce their carbon footprint. For example, PrimaLoft developed a proprietary synthetic insulation manufacturing process that reduced carbon emissions by up to 70%. Additionally, the company has partnered with origin materials, a materials technology platform that can turn biomass into building blocks of polyester while eliminating the need for fossil resources and capturing carbon in the process. The goal of this collaboration is to develop carbon-negative insulating fibers of the future. PrimaLoft is well positioned to continue its relentless quest to unleash the full potential of people, products and planet as they address the needs for sustainable product innovations in the apparel industry and beyond. I'd like to now turn it over to Ryan Faulkingham to talk a bit more about financial profile and transaction structure.

Thanks, Zach. We're very excited about what we've seen from the PrimaLoft team as it relates to their ability to drive consistent, strong financial and operational results. Moving to Slide 10. PrimaLoft's pro forma net sales for the trailing 12 months were greater than $76 million with approximately $32 million of adjusted EBITDA, representing approximately 40% EBITDA margins. Since 2017, PrimaLoft's revenue CAGR has been approximately 16%. As Pat mentioned, PrimaLoft benefits from a heavily outsourced manufacturing model, which leads to low CapEx spend of roughly 1% of sales or less than $1 million. This allows PrimaLoft to produce strong free cash flow. In addition, the business has negative working capital, which highlights the competitive positioning of PrimaLoft and the strength of PrimaLoft's management team. As far as the transaction turns on Slide 11, you can see that CODI has agreed to purchase PrimaLoft for an enterprise value of $530 million, excluding working capital and certain other adjustments. PrimaLoft's management team is rolling over significant equity equating to approximately 30% of their pretax proceeds and will become approximately 9% equity owners of the PrimaLoft business. To finance the transaction, which we expect to close in July, CODI is expecting to draw approximately $495 million on our revolver, leaving approximately $105 million in availability, which does not include our $250 million upsize option. Total outstanding indebtedness after we closed PrimaLoft, will be approximately $1.8 billion, and our senior leverage will be approximately 1.1x and our total leverage approximately 4.1x. In the near term, we will be considering debt refinancing options. I'd now like to turn the call back over to Elias for closing remarks.

Thanks, Ryan. We really admire what PrimaLoft stands for, and I want to again express our enthusiasm to partner with a great business and great management team. With that, thank you for attending today, and we'll now take your questions. Operator?

[Operator Instructions] Your first question today comes from the line of Matt Koranda with ROTH Capital Partners.

Congrats on the acquisition. So I just wanted to start out with the TAM that you guys provided, $3 billion, relatively large market size. Could you dig into a little bit more about how that is broken down between sort of the mix of apparel versus other categories that are in there? And then also maybe just what is addressed by kind of the traditional goose down fill versus kind of synthetic fill. How does that market kind of break out? And where is the opportunity biggest to take share there?

Matt, this is Zach Sawtelle. I'm happy to take that question. So the $3 billion market size, we believe, is fairly conservative, and it's composed of evaluating just the premium price lanes. This product is a relatively small amount of cost relative to the overall retail price. So we think it actually can play beyond sort of the premium price lanes, but we decided to narrow the market to adjust those premium price lines. It's composed about half of apparel. The other half would be in sort of the home goods market as well. And then if I look in the apparel side of the business, about 1/3 of that is broken into down, be it 2/3 of that into synthetic.

Great. That's helpful. And then I mean you guys referenced a 16% CAGR since 2017. Maybe if you could just talk about the progression of growth for PrimaLoft? And was there any discernible COVID benefits? Are we coming off of that peak if there was one? Maybe just a little bit more about the progression there would be helpful.

Yes. I mean it's -- COVID was actually -- the company declined during COVID and came back well in 2021 and is continuing that growth in 2022. Other than the blip during COVID, I'd say it's been a pretty sustained march uphill for the last 5 or 6 years.

Okay. Great. And then just a couple on margins, if I could, really quickly. So super high EBITDA margin business makes some sense just kind of given the asymmetry point sort of the price point of the ultimate product and what you guys are selling into the OEMs. But maybe you could speak to kind of stability of the 40% EBITDA margin that you referenced. Has that kind of grown with the business as it has scaled over the last several years? Or has it been relatively steady? Maybe just talk to the progression of EBITDA margin in the business.

Yes. So I would say there's decent operating leverage in this business. I think there has been very stable gross margin in this business well over a decade. But as the business has grown in scale, obviously, they've gotten -- the benefits of operating leverage and that EBITDA margin has grown over time. But the gross margin has been remarkably stable.

Okay. Great. And then how much reinvestment is done through the P&L? Obviously, I understand that super low in terms of capital intensity, and it sounds like an outsourced model. So maybe you could just speak to that briefly in terms of the outsourced model and how many sort of partners you're using on the production front, kind of footprint synthetically that, that engenders. And then curious also just like how much reinvestment in the P&L do you do maybe through R&D and other forms in OpEx?

Yes. I think we'll get into a little of that. We probably won't go fully through our sort of supply chain and the diversification of our supply chain. Rest assured is diversified. But I would say the company invests just a couple of percent in marketing right now, right, and the company has an R&D team of -- I'd say, a good chunk of their employee base are kind of in high teens, low 20s of people who's focused on R&D.

Okay. Great. And then I'll do one more and jump back in queue here guys I promise. Just on the balance sheet, I mean, you referenced it in the prepared remarks, it sounds like pro forma total net leverage, just a touch above 4x. And with the realization that most of your debt is essentially termed out for quite some time here. Maybe you could just speak to sort of comfort with going beyond the 4x net leverage CODI that you've highlighted, appetite for additional acquisitions within the CODI portfolio. And then timing, I guess, in terms of how soon could we see a sort of refi and maybe a terming out of the revolver.

Yes, Matt, it's Elias. So I'd say we're comfortable where we are with this portfolio. As we've said over the last couple of years, since 2019 when we started to work on a transformation of the portfolio, we had sold a couple of businesses, as you know, 3 businesses. We bought 3 businesses that were really high growth. And that transformation helped us to achieve a much faster core growth rate. I would say, adding PrimaLoft is an extension of that strategy. We believe this business to be accretive to the growth rate of the portfolio right now, accretive to the margin and accretive to the cash flow profile. So that's some of the -- just when you think about where the business is today, it is a fundamentally faster-growing business than it was, say, 3 or 4 years ago. As a result of that, I would say we expect deleveraging to occur just by a function of the growth of the portfolio. And now we have 11 companies. It is very diversified. The number of growth businesses that we have within the portfolio has just increased by 1 with the acquisition of PrimaLoft. And with that, we think that we have really consistent growth. Now that being said, there's a lot of macro uncertainty that sits out there. And so we think that this brings us up to a point where we are comfortable, but we would likely think about kind of options with our balance sheet here over the next few months in order to create more flexibility just as kind of the outlook is remaining uncertain. But I think one of the things that I would point out, and I know this wasn't part of your question, these are the times when we really shine in being able to acquire businesses. And so using a little bit of additional leverage in the near term we're comfortable with, and then we determine how we want to deleverage and how we want to term it out to give ourselves more flexibility to stay in the acquisition market. Just like in 2020 when the VIX was really high, when market uncertainty was really high, and all of the competitive players that you would expect, principally private equity firms were sitting on the sideline because they didn't have access to financing. This is when we are able to come in and buy premium businesses and use our competitive advantage of a balance sheet with committed financing where our peers can't. And so this is another example of that. We did it twice with Marucci and BOA, I think we all are pleased now with those acquisitions and given the performance. I would say this company probably looks as much like BOA. No, I don't want to promise that kind of growth because I think that would be a really high bar to achieve. But if you look at the financial profile of this company, if you look at the disruptive technology that this company has, the IP that it has, I think something like 2/3 of its revenue is covered by either patents or trade secrets. And so if you look at all that, customer diversification, low market penetration it has all the right attributes. So we look at this and say, wow, this is a business that has a lot of the same attributes of BOA. We know how well that is not saying that this will perform at that level. But we're really excited about it, and we'll figure out kind of what the right strategy is. As you know, we have an ATM in place. That ATM, we plan on using when we think the price of our shares is reasonable to deleverage. We also have the ability to deleverage through the sale of companies. We are, as you know, under contract with a stack for the divestiture of ACI, although we don't have any additional information to provide on that. And there's other levers that we can pull. So we feel comfortable with the use of our balance sheet up to this point. But I would anticipate in the next few months, that we will seek out a refinancing to create additional availability for us to be able to continue to pursue acquisitions and stay kind of in the business just like we were able to consummate on this transaction.

Your next question comes from the line of Robert Dodd with Raymond James.

Just to go back to the manufacturing question. I mean, it looks like your contract manufacturing [indiscernible] concentrated in a couple of hubs in Asia, which is pretty close to where the customer manufacturing is as well. I mean, first, I mean, how -- 2 questions. One, contract manufacturers or principal scalable. How scalable is it? And two, you did mention the -- it was down during COVID. Was that a demand side decline? Or is that a manufacturing or a supply chain problem given the location of your manufacturing sites?

Rob, this is Zach Sawtelle, I can answer that question. So first, you're right to note that we are co-located by our brand partners. If you think about the core product, we're essentially shipping air. So freight would become prohibitively expensive if we weren't co-located next to them. We have a diverse group of co-manufacturing partners. What I'd say is that each product that we produce has redundancy at other manufacturers. So we feel very confident about our ability to be able to shift production if there was ever an issue at a manufacturer. Furthermore, we have long-standing partnerships with these manufacturers, many of them spanned over decades, and we are a very important customer to most of our co-manufacturers as well. So yes, I think we have a good, strong position with respect to our outsourcing model that provides us the flexibility to also move to where our brand partners potentially move their manufacturing in the future. And if you look back 5, 7 years, a big chunk of the manufacturing was outsourced in China, a meaningful amount of that has moved to Vietnam over the last 5 to 7 years. And so again, the flexibility in the outsourced model allows us to be able to move where our brand partners ultimately decide to manufacture their end products. With respect to the downturn in 2020, if you think about the product we're selling here, it's seasonal. And so the vast majority of the sales come in the first half of the year, and if you think about the timing of when COVID actually occurred in March of 2020 and the world kind of shut down for a handful of months, it was really about missing brand partners, retrenching and deciding not to order when everyone thought the world was about to end in March of 2020.

Got it. I appreciate all the color. On one of the -- I mean, as you said, 91% of the products have 50% or more of recycle. Any -- I mean, is there a target to get that to 75%? Or any targets you can illustrate for us about further increasing the use of recycled, which had obviously hit some pretty good markets for ESG for you, but also, obviously, those brand partners are looking for improvements on that side as well for their own metrics.

Yes. The ultimate target is to move to 100% recycled and away from fossil-based raw materials, as I noted within the Origin Materials partnership earlier. And there's some technological advances that need to occur in order to get there. But the goal is again to get to reduce the amount of sort of Origin Materials in all of our insulation products. And it's not just about increasing recycled material or content in each product, but it's also about reducing the overall carbon footprint. As we mentioned earlier in the presentation, the management team is also focused on innovating in the process, and they've developed a novel technology in order to reduce the actual carbon footprint of the manufacturing process. It's their peer line by over 70%. So yes, I think the goal ultimately is to move to all recycled materials, but they're also attacking the carbon problem from a manufacturing technology as well.

Got it. And I guess that is the Origin partnership, you talked about earlier. An obvious one for me, I kind of ask you about this every acquisition you make, I mean, [indiscernible], for example, I mean, obviously, it's on the customer list here. It's also obviously a customer BOA for -- to the snowboarding boots. And there are a lot of other means that our customers of BOA or relationship with other of the businesses that you now own within CODI. I mean, is that -- is there an expectation that you're going to be able to use existing relationships, customer expertise that you acknowledge that you have in other areas of CODI to cross-pollinate across the platforms? Or is this just obviously, this is a very interesting business. So is it -- was any of that a component in either your thinking of the deal or why you won the deal?

I mean, I'd say -- this is Pat. I'd say that it's -- PrimaLoft is a stand-alone business unto itself with a great management team. That being said, obviously, we have knowledge and relationships that perhaps we could bring to the table, and we'll look to do that. And I'm quite certain that Shawn Neville at BOA and Mike Joyce at PrimaLoft will have plenty of conversations in the future as well. But they're completely independent, completely separate. But we do in the background sort of encourage idea generation and idea sharing.

[Operator Instructions] Your next question comes from the line of Matthew Howlett with B. Riley.

Congrats. It certainly looks like it's up your wheelhouse. My question first on just a brief overview of management, Mike and the team Just anything quickly to say about that a little bit of the background?

Yes. So Mike Joyce has been -- Mike Joyce actually carved the business out in the New Albany in 2012. He ran the division at New Albany and really has been a leader of PrimaLoft since its inception, actually pitched, I think, internally at New Albany, that they ought to invest capital, but ultimately decided that they were going to carve it out because it was focused too much on consumer side of their business. So Mike has really been the steward of the brand and driving force behind innovation and product technology at PrimaLoft for quite some time, assembled a very talented and long-tenured team that spans across marketing, product technology and CFO that again, been with him for roughly a decade or so. So we've been really impressed with Mike and the team and couldn't be more happy to partner with them.

Yes, they're going to roll over. They're on about 9% of the company to roll over their shares effectively. In terms of retaining them -- is there retention? Does that just look like every 1 of your existing -- is the structure effectively the same that you do with your other subsidiaries?

Yes. It's structured very similarly.

Very similar. Got you. Okay. And then the potential for add-ons, I mean, you guys are really good at this. You do 1 or 2 a year, your subsidiaries. I mean does this have the potential. And I guess -- does it go without saying that you look at this as $100 million EBITDA potential 1 day?

Yes. So the M&A story isn't sort of the core thesis here as what we underwrote, but management has some interesting ideas around technology acquisition and other potential complementary businesses that could slide in nicely around their adjacent product categories. So yes, M&A is a potential value driver in the future, but I would just reiterate it wasn't the core thesis on the underwriting.

Got you. I guess -- and the last one, I know you outlined your capital management and refinancing that. I mean does this -- I mean, does this take you out of the acquisition pipeline for some time? Or do you feel like you still have liquidity, capital to continue in this environment where things could come up for sale pretty quickly, do you still have the capacity to be in the market for opportunities?

Yes, Matt, it's Elias. So I would say we're still pursuing add-on acquisitions into the existing subsidiaries. I think for the immediate term right now, we're focused on closing this transaction, which should happen in the next kind of 45 days or so. And then we'll address our balance sheet to give us flexibility to pursue additional kind of platform acquisitions. Absent doing some type of balance sheet refinancing, we probably would not be pursuing a new platform. As you know, if you look back over the last 3 deals that we did, BOA was $450 million. It was roughly $250 million for [indiscernible], and this is $530 million. So if you said kind of your average deal size is, call it, $400 million. We probably would not be putting that much capital to work without having some type of refinancing done. What we're not looking to do is just create kind of additional leverage to drive the business, especially given some of the uncertainty. We're comfortable where we are. We're comfortable with the balance sheet and the leverage that we have today, but we likely wouldn't be materially increasing that. But one of the things that we'll be focused on is what our different alternative kind of alternatives for us on our balance sheet sources of capital that would allow us to stay active in the new platform market as well. And so I would expect in the next few months more to come on that. But as of right now, absent something that we would do with the balance sheet other than add-ons, this is probably where we would be comfortable in terms of taking leverage up. And then I think we can easily get back into the new platform market, given the number of opportunities we have available to us with our balance sheet.

Great. And then if you remarked Capital for Lugano, Lugano's inventory and about 11. Nothing's changed in that regard?

But yes, of course. And I would say, remember, this is a business that pre-working capital as we've said before, generates upwards of $100 million of free cash flow. And we're not a heavy working capital intensive business outside of Lugano. So we feel really good about our free cash flow potential. We feel really good about just the general deleveraging that occurs by virtue of growth. And we think this is -- again, we think this is accretive to our growth profile. We've been growing double digits for the past, whatever, I think, 5, 6 quarters. So we feel good about kind of where the business is positioned, where the balance sheet is, the capital we have available, the capital -- the cash flow that we are generating. This is without question the best position our business has ever been. But we also wanted to just be responsible and prudent with use of our balance sheet, and we don't want to take on too much leverage, especially given some of the macro uncertainty that is out there, which is why we'll address kind of our balance sheet once we close this transaction. And as I mentioned earlier, we've mapped from ROTH there's a number of different alternatives that we can pursue with our balance sheet, some of which are under kind of ongoing right now, for example, the ACI potential divestiture.

Your next question comes from the line of Derek Hewett with Bank of America.

Congratulations on the transaction. Could you remind us how much leverage would decline if the Advanced Circuits deal ultimately ends up going through? And then longer term, is the target leverage still about 3.5x with the understanding that it could kind of flex up maybe 4%, maybe a little bit higher when you do a deal, but ultimately, you would like to see that go down in the near term to the 3.5x range?

Yes. Derek, I'll ask -- answer those questions. I'll answer the second question first, which is, there really hasn't been a fundamental shift in our financial policy. I think still the business is comfortable at 3.5x. But as Elias highlighted earlier, we've had an acceleration in the growth rate of the business, and we see some positive momentum as we head through the rest of the year, that we will have organic deleveraging in the near term. So we feel comfortable where we're at, but there has been no change fundamentally in that financial policy. Now with respect to Advanced Circuits, there's still question in terms of the total proceeds. But if we took the cash proceeds we expect net of minority interest and all items, the cash that will come on our balance sheet versus the EBITDA we will lose as part of that sale. It really will not be a deleveraging event, maybe like 1/10 of a turn, it's really more of a liquidity event for us, and it will free up, of course, the revolver and put some cash on the balance sheet.

We will now turn to some questions from our webcast.

Okay. We've got a couple of questions on the webcast here. There was one in particular, which I'll answer pretty quickly here, which is 5.11 currently doing business with PrimaLoft, and the answer there is, yes. In a strong way. I'm sure there's room for improvement there as well. We do have a couple -- we had a couple of questions on supply chain. I think we've handled that and answered that. There is though a few questions on the competition. Of course, we won't name competitors. But Zach, if you don't mind providing some description on how we're competitively positioned against some of the other options that the retail partners would have in the market.

Sure. Happy to, Ryan. So maybe first, I'll start. We did a pretty robust analysis around top 35 brand partners across a couple of thousand different SKUs in the marketplace today. And I think there's 2 things really stand out. One, the PrimaLoft brand really allows the brand partners to command a premium products that has the PrimaLoft brand on it, tentative price at a meaningfully double-digit premium to others that may have had competitive third-party brands of insulation. And then the second component was that PrimaLoft was by far and away the leader with respect to branded by over a factor of 10 to its next closest competitor, when you're talking about actual third-party branded insulation. So they really do stand apart as a leader in their market, especially in the premium categories. And they really differentiate themselves on a couple of different facets. One, they have best-in-class technology. As we noted earlier. Their products are protected with utility patents, and this goes for ThermoPlume. This goes for the [indiscernible] with the manufactured, reduced carbon insulation and they also have very strong trade secret protection programs in place that protects things such as ingredients around at the polymer level, all the way through specialized manufacturing process that allow them to produce really unique products with superior capabilities that are very difficult for their competitors to replicate. In addition, they have a very robust internal innovation team that is working on products and programs that are many years into the future. And we don't see any competitor in the space that's investing nearly as much with as much focus on both performance and sustainability aspects as well. And then the third component, I think, that distinguishes themselves, I alluded to earlier, really is around the branding. PrimaLoft has been in the market for over 3 decades and has really earned the trust of their design partners. When you think about how a jacket is constructed, insulation is really a mission-critical component of that jacket and there's really no tolerance for failure. And again, they've earned the trust of both the design partners and the end consumers knowing that, that brand is the market credibility and quality that they can trust that their jacket is going to work whether on the top of Everest or just going for a walk in the city.

Great. Thanks, Zach. We had a couple of questions on the structure of our debt refinancing, and it's just too early in that process to talk to any specifics. So we have 1 last question. Pat, it's probably best for you here, which is around the nature of the sales process here with respect to PrimaLoft.

Sure. I mean it was competitive. I'd say upwards of 99% in my view of companies that are this good and of this size will be some sort of auction process. We mentioned in the press release that William Blair and Robert Baird worked as sell-side representatives to the company. They did talk to other people. However, we are confident that the -- our certainty to close was a key differentiator and along with our speed and allowed us to prevail at the end of the day.

Okay. Fantastic. That concludes the last of our questions. So Elias, back to you for closing remarks.

Yes. Thank you, everyone, for joining today. As I mentioned earlier, we're incredibly excited to announce this acquisition and look forward to speaking to you all again on our second quarter earnings call. Have a great day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.