- The combined business is anticipated to generate between
$15 million and$20 million in revenue in 2024, driven primarily by B2B sales to gyms, fitness studios and multi-family residential - Equipment sales are expected to be largely generated by distributors, including WOODWAY, with minimal marketing expenditure
- The business is anticipated to be cashflow positive and adjusted EBITDA profitable potentially as early as the fourth quarter of 2024
The transaction closed on
Transaction Highlights:
The acquisition is expected to yield several strategic and financial benefits, positioning the combined entity for further growth:
- Rationale
- Expected to provide immediate scale in all functions (Sales, Engineering, Logistics, Supply Chain, Corporate Overhead)
- Expected to generate near-term cashflow for TRNR
- Diversifies revenue (products and channels), with significant growth in B2B channel
- Gaining a strong B2B sales and distribution partner in WOODWAY
- Projected financials
- Combined revenue in 2024 is expected to be between
$15 million and$20 million - Run-rate cashflow positive and adjusted EBITDA profitable potentially as early as the fourth quarter of 2024
- Combined revenue in 2024 is expected to be between
- Valuation
- Enterprise value of deal (not including earn-out potential) is
$15.4 million - Expected to be between 1.0x and 1.3x EV / Projected 2024 CLMBR revenue
- Expected to be between 3x and 4x EV / Projected 2024 CLMBR EBITDA, as adjusted for synergies
- Enterprise value of deal (not including earn-out potential) is
- Structure
- “Asset deal” (acquiring assets and specific liabilities, decreasing unknown risks)
- Sellers are rolling all equity into TRNR and no cash is being taken “off the table”
- “Lock-up” on common shares until the end of
October 2024 , which is the same lockup period as TRNR pre-IPO shareholders
- Consideration
- 1.4 million shares of TRNR common equity issued at transaction close
- Earn-out potential for achieving certain levels of B2B unit sales in 2024, paid in TRNR common equity
- 1.5 million shares of non-voting Series B preferred equity that is held back for two years against representations and warranties before converting to TRNR common equity in 2026
$1.5 million of subordinated debt assumed$8.0 million of senior debt assumed, with$1.4 million of senior debt paid down
- 1.4 million shares of TRNR common equity issued at transaction close
TRNR Investor Contact
ir@formelife.com
TRNR Media Contact
forme@jacktaylorpr.com
About
CLMBR is an innovative vertical climbing machine. It's the first vertical climber to feature a large-format touch display with on-demand, instructor-led classes. CLMBR's design is compact and easy to move – making it perfect for commercial or in-home use. Unlike many traditional fitness machines, CLMBR offers an efficient and effective full-body strength and cardio workout. With its low impact and ergonomic movement, CLMBR is safe for most ages and levels of ability. CLMBR is available directly to consumers on CLMBR.com as well as businesses, including gyms and fitness studios, hotels, and physical therapy facilities.
FORME is a digital fitness platform that combines premium smart home gyms with live virtual personal training and coaching to deliver an immersive experience and better outcomes for both consumers and trainers. FORME delivers an immersive and dynamic at-home fitness experience through two connected hardware products: 1.
Forward Looking Statements:
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” or similar expressions. that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations. These statements are based on various assumptions and on the current expectations of FORME and CLMBR’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of FORME and CLMBR. These forward looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; failure to realize the anticipated benefits of the proposed transaction, or costs associated with, integrating the businesses of FORME and CLMBR; the incurrence of significant indebtedness by FORME and the risk that FORME defaults in its obligations thereunder; risks related to the rollout of the combined business and the timing of expected business milestones; the effects of competition on FORME’s future business; and those factors discussed in FORME’s Registration Statement on Form S-1 filed with the
Source: Forme
2024 GlobeNewswire, Inc., source