FitLife Brands to Acquire Irwin Naturals

Core Viewpoint - FitLife Brands, Inc. has announced the acquisition of substantially all assets of Irwin Naturals, a nutritional supplement company, under Section 363 of the US Bankruptcy Code, with the transaction expected to close around August 8, 2025 [1][2]. Transaction Highlights - The purchase price for the acquisition is $42.5 million, which includes approximately $16 million of net working capital and equates to a pre-synergy acquisition multiple of less than 6x EBITDA [8][9]. - The combined revenue for the first full year of operation is anticipated to exceed $120 million, with adjusted EBITDA expected to be between $20-25 million [8][9]. About Irwin Naturals - Irwin Naturals, founded in 1994, generates approximately 4% of its revenue from online sales, 61% from wholesale sales to mass market customers, and 35% from wholesale sales to health food stores [3]. - Major mass market customers for Irwin include CVS, Walmart, Walgreens, and Costco Canada [3]. Rationale for the Transaction - The product lines of FitLife and Irwin are largely complementary, with Irwin strong in weight loss, sexual wellness, and body cleanse segments, while FitLife focuses on sports nutrition [5]. - The acquisition is expected to enhance revenue growth through complementary channel strengths, particularly in the food, drug, and mass market channels where FitLife currently has minimal revenue [6]. - FitLife anticipates operational synergies that will allow for more profitable operations of Irwin, including an expected reduction of approximately $1.5 million in SG&A costs [7]. Financing Arrangements - The transaction will be funded through a combination of cash on hand and a new committed term loan of $40.625 million, along with an upsized $10 million revolving credit facility from First Citizens Bank [8][9]. - Pre-synergy total leverage at closing is expected to be less than 2.25x EBITDA [8]. Company Performance Expectations - For the second quarter of 2025, FitLife expects a year-over-year revenue decline of approximately 4-5%, attributed mainly to the performance of a specific product under the Dr. Tobias brand [11][12]. - The company anticipates net income for the second quarter to be between $1.6 - 1.8 million, including transaction-related expenses [12].