Transformative acquisition will double the size of the company
with minimal leverage and no dilution to shareholders
OMAHA, NE – December 5, 2022 -- FitLife Brands, Inc. (“FitLife” or the “Company”) (OTCPK: FTLF), a provider of innovative and proprietary nutritional supplements for health-conscious consumers, announced that it has entered into definitive documentation to acquire all of the issued and outstanding common shares of Mimi’s Rock Corp. (“Mimi’s Rock” or “MRC”) (TSXV: MIMI, OTCQB: MIMNF), subject to customary closing conditions.
Highlights of the transaction, which is expected to close in February, 2023, are as follows:
The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to approximately double the size of the Company to more than $60 million annual revenue
Annual adjusted EBITDA of the combined businesses is anticipated to exceed $12 million
The all-cash transaction, with no shares being issued by FitLife, is expected to be highly accretive to existing shareholders once all transaction-related costs have been expensed
The total transaction value is approximately CDN $27.2 million (approximately $20.3 million US dollars at current exchange rates)
After adjustment for transaction expenses and working capital, the remaining consideration paid by FitLife will retire all of MRC’s outstanding indebtedness and fund payment to Mimi’s Rock shareholders of CDN $0.17 per share
The Company expects to incur $1.2-1.5 million in transaction expenses, and post-closing the Company anticipates investing approximately $2.0 million to enhance MRC’s working capital
Mimi’s Rock shareholders owning approximately 47% of the outstanding shares have entered into voting agreements in support of the transaction
The purchase will be funded using a combination of cash on hand and a committed term loan to be provided by the Company’s bank, First Citizens Bank, with a rate of SOFR+275
Post-closing, total FitLife leverage will be minimal, with net debt/pro forma EBITDA expected to be comfortably below 1.0x, and the Company anticipates being debt-free within approximately one year of closing the transaction
Revenue concentration with GNC, the Company’s largest customer, is expected to decline from 65-70% currently to 30-35% for the combined businesses
Online revenue as a percent of total revenue is expected to increase from approximately 26% currently to 60-65% for the combined businesses
The total number of brands owned and managed by FitLife will increase from 9 to 12
Mimi’s Rock owns and manages three brands—Dr. Tobias, All Natural Advice, and Maritime Naturals—which are sold primarily on Amazon.com.
MRC’s flagship brand, Dr. Tobias, has been sold on Amazon since 2013 and generates approximately 87% of MRC’s revenue, with almost all of the revenue denominated in US dollars. Dr. Tobias’s fish oil and colon cleanse SKUs are among the most popular products on Amazon in their respective categories. The Dr. Tobias brand sells over 1.1 million units annually on Amazon, and the combined product portfolio has generated approximately 150,000 customer reviews.
MRC’s other two brands, All Natural Advice and Maritime Naturals, are sold primarily in Canada and provide FitLife an entrance into the skin-care category. Across the three brands, Mimi’s Rock has more than 75,000 “Subscribe & Save” customers on Amazon that account for an estimated 20% of MRC’s revenue.
The transaction is expected to be effected through a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario). The Arrangement will require the approval of MRC’s shareholders at a special meeting expected to be held in February, 2023. Mimi’s Rock shareholders who collectively own or control, directly or indirectly, approximately 47% of the outstanding shares have entered into voting agreements with affiliates of FitLife agreeing to vote their shares in favor of the Arrangement.
FitLife plans to fund the consideration, the transaction costs, and the working capital investment using a combination of cash on hand and a new, committed term loan not to exceed $12.5 million to be provided by First Citizens Bank. In addition, in conjunction with the closing of the Arrangement, the Company intends to enter into a new upsized, undrawn $3.5 million revolving line of credit, which facility has already been approved by First Citizens Bank.
The Company currently intends to hedge the purchase price and other transaction-related currency needs through a CDN forward contract. Post-closing, the Company anticipates that approximately 95% of the revenue for the combined businesses will be denominated in US dollars. The remaining revenue will be primarily denominated in CDN, which amounts will be offset in whole or in part by CDN-denominated operating expenses.
FitLife’s CEO, Dayton Judd, commented, “We are excited to welcome Mimi’s Rock to the FitLife family. We look forward to working closely with the talented team at Mimi’s Rock to help drive further growth and profitability for their brands. We remain focused on qualifying for listing on NASDAQ and anticipate making the transition as soon as we have the requisite number of shareholders. We also intend to continue looking for compelling, accretive bolt-on acquisitions that fit our strategic focus.”
About FitLife Brands
FitLife Brands is a developer and marketer of innovative and proprietary nutritional supplements for health-conscious consumers. FitLife markets over 130 different dietary supplements to promote sports nutrition, improved performance, weight loss and general health primarily through domestic and international GNC franchise locations as well as through more than 17,000 additional domestic retail locations and, increasingly, online. FitLife is headquartered in Omaha, Nebraska. For more information, please visit our website at www.fitlifebrands.com.
About Mimi’s Rock Corp.
Mimi’s Rock Corp. (www.mimisrock.com) is an online dietary supplement and wellness company which markets and sells its products under the Dr. Tobias, All Natural Advice and Maritime Naturals brand names. The Dr. Tobias brand features over 30 products, including the top-selling Dr. Tobias Colon 14-Day Cleanse and the #1 selling Omega 3 Fish Oil on Amazon.com. All Natural Advice and Maritime Naturals products focus on skin and beauty care. Products sold under the All Natural and Maritime Naturals brand names are made in Canada and registered with Health Canada and under the EU Cosmetics Act. All Natural Advice has been featured on BNN as a top selling skincare brand in Canada, and has been rated the #1 Beauty Brand on Amazon Canada for the past four years.
Cautionary Statement About Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like "plans," "expects," "will," "anticipates," "believes," "intends," "projects," "targets," "estimates," "outlook," or other words of similar meaning. All statements that address expectations or projections about the future, including statements about completion of this transaction and FitLife's financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; and the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives are forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond FitLife's control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on FitLife's business, results of operations and financial condition. With respect to the contemplated transaction, forward-looking statements include, without limitation, financial estimates, statements as to the completion and benefits or effects of the transaction, including financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. The following risks, uncertainties and other factors could affect the Company's financial performance and cause actual results to differ materially from those expressed or implied in any forward-looking statements: the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement for the transaction; the risk that any necessary regulatory approvals may not be obtained; risks that any of the closing conditions to the transaction may not be satisfied in a timely manner; the failure to realize the benefits of the transaction or FitLife’s strategy; the effect of the announcement of the transaction on the ability of the Company or Mimi’s Rock to retain customers and key personnel and to maintain relationships with suppliers, and on their operating results and business generally; and potential litigation in connection with the transaction.
Additionally, there may be other risks and uncertainties that FitLife is unable to currently identify or that FitLife does not currently expect to have a material impact on its business. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of FitLife's management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. FitLife disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the "Risk Factors" section of FitLife's Annual Report on Form 10-K, as modified by subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K
Known for solutions that yield results, Seth Yakatan has completed or advised on acquisitions and corporate finance transactions totaling over $3 billion. He is CEO of Katan Associates International—a financial strategy and merchant banking firm specializing in commercialization and asset monetization—especially those within life-science and e-commerce sectors.