- Acquire Weekly
- Posts
- Deal Teardown: Why I'd Pay $4.2M for This "Dying" E-commerce Brand (That Every Other Buyer Rejected)
Deal Teardown: Why I'd Pay $4.2M for This "Dying" E-commerce Brand (That Every Other Buyer Rejected)
Here's the issue: you pay for perfection. And perfect businesses rarely have the upside that makes you generational wealth. The real money is in businesses that look broken to everyone else but are fixable to you.
Everyone wants to buy a Rocketship.
A business growing 40% year-over-year. Clean financials. Happy customers. No problems.
Here's the issue: you pay for perfection. And perfect businesses rarely have the upside that makes you generational wealth.
The real money is in businesses that look broken to everyone else but are fixable to you.
Let me show you a deal that had 14 buyers pass on it. I would have written the check immediately.
The Deal Nobody Wanted
Business: Premium outdoor gear e-commerce brand
Asking Price: $4.2M
TTM Revenue: $3.8M (down from $4.9M in 2023)
TTM EBITDA: $950K (25% margin)
Multiple: 4.4x EBITDA
Traffic: 480K annual visitors (down 22% YoY)
Email List: 94,000 subscribers
SKUs: 47 products (12 hero products drive 80% of revenue)
Inventory: $620K on hand
Why Buyers Passed:
Revenue declining 22% year-over-year
Customer acquisition cost up 60% in 18 months
Amazon eating their lunch (down to 18% of sales from 35%)
Founder burnout (hasn't launched new product in 14 months)
iOS 14 privacy updates killed their Facebook ads
Every buyer saw a dying brand.
I saw a $12M exit in 24 months.
Here's why.
Part 1: The Financials (Why "Down 22%" Isn't the Real Story)
Everyone sees revenue dropping from $4.9M to $3.8M and runs away.
Nobody asks: "Where did that $1.1M go?"
Revenue Breakdown 2023 vs 2024:
2023:
DTC Website: $2.6M (53%)
Amazon: $1.7M (35%)
Wholesale: $600K (12%)
2024:
DTC Website: $2.4M (63%)
Amazon: $680K (18%)
Wholesale: $720K (19%)
See what actually happened?
The founder didn't lose the business. He deliberately killed Amazon because margins were garbage (18% vs 45% on DTC). And wholesale actually grew 20%.
But here's the problem: he killed Amazon without replacing that volume. He just... stopped.
The Real Story:
This business didn't decline. It shifted to higher-margin channels and the founder got tired.
Check the margin progression:
2023: 22% EBITDA margin ($1.08M EBITDA on $4.9M)
2024: 25% EBITDA margin ($950K EBITDA on $3.8M)
He made almost the same profit on $1.1M less revenue.
That's not a dying business. That's an operator who optimized for cashflow and then stopped growing.
Unit Economics (The Part That Matters):
Current customer metrics:
Average order value: $127
Repeat purchase rate: 34% within 12 months
Customer lifetime value: $287 (2.26 purchases average)
Blended CAC: $78 (up from $48 in 2022)
LTV:CAC ratio: 3.68x
In e-commerce, anything above 3x is printable. You have a working business model.
The Margin Opportunity Nobody Sees:
Current COGS: 42% of revenue ($1.60M)
I called three manufacturers. One quoted 28% COGS at current volume. Another quoted 24% at 2x volume.
Why? The founder is using the same manufacturer he started with in 2017. He never renegotiated. Never put work out to bid.
Conservative scenario: Renegotiate to 32% COGS (not even the best quote)
That's a 10-point margin improvement = $380K added to EBITDA on current revenue.
You just paid for 9 months of the acquisition with one negotiation.
The business has 94,000 email subscribers.
Current email revenue: $340K annually (9% of total revenue)
Industry standard for e-commerce: 25-35% of revenue from email.
What's happening?
I looked at the email program. They send 1-2 emails per month. No automation. No segmentation. No cart abandonment sequence.
Their welcome series is literally one email that says "Thanks for signing up."
The Email Fix (Worth $800K+ in Value):
Basic e-commerce email infrastructure:
Welcome series (5 emails over 14 days)
Cart abandonment (3 emails over 48 hours)
Browse abandonment (2 emails)
Post-purchase sequence (4 emails over 30 days)
Win-back campaigns (monthly to 90+ day inactive)
Seasonal campaigns (weekly during peak, bi-weekly off-peak)
Conservative estimate: Take email from 9% to 20% of revenue = $760K annually
At 45% margin (DTC), that's $342K added EBITDA.
Cost to implement: $8K for a freelance email marketer to set it up, $2K/month to maintain.
Net: $318K added EBITDA in year one.
At 4.5x EBITDA, you just added $1.43M in enterprise value.
The Customer Cohort Analysis:
I pulled the customer data (seller provided it). Here's what nobody else noticed:
Customers acquired in 2019-2021: 42% repurchase rate
Customers acquired in 2023-2024: 26% repurchase rate
The new customers are worse quality? No.
The founder stopped doing email marketing and content in 2023. The old customers were nurtured. The new ones were abandoned.
Fix the retention system, and those 2023-2024 customers (4,200 people) become worth an additional $190K in LTV.
Part 3: The Traffic Collapse (And Why It Doesn't Matter)
Traffic is down 22% year-over-year. That sounds terrible.
But look at where the traffic went:
Traffic Sources 2023:
Paid social (Facebook/Instagram): 180K visitors (38%)
Organic search: 120K visitors (25%)
Direct: 95K visitors (20%)
Email: 52K visitors (11%)
Referral: 28K visitors (6%)
Traffic Sources 2024:
Paid social: 62K visitors (13%) - down 66%
Organic search: 148K visitors (31%) - up 23%
Direct: 142K visitors (30%) - up 49%
Email: 41K visitors (8.5%) - down 21%
Referral: 87K visitors (18%) - up 211%
What actually happened:
The founder stopped Facebook ads cold turkey after iOS 14 killed his ROAS. Traffic dropped, but the quality improved massively.
Conversion rates:
2023: 1.8% overall conversion
2024: 2.6% overall conversion
He's converting 44% better with "worse" traffic.
Why? Because paid social was bringing in window shoppers. Organic, direct, and referral traffic are buyers.
The Real Problem:
The founder gave up on paid acquisition entirely instead of fixing it. He threw out the baby with the bathwater.
Part 4: The Product Line (A Masterclass in Focus)
47 SKUs. 12 products drive 80% of revenue.
Top 3 Products (52% of Revenue):
Premium hiking backpack - $189, 35% margin, 1,847 units sold
Ultralight sleeping bag - $249, 42% margin, 1,283 units sold
Camp cooking system - $156, 38% margin, 1,492 units sold
These aren't commodity products. Average Amazon reviews for similar products: 4.1 stars. These products: 4.7-4.8 stars across 300-600 reviews.
The Product Insight:
The founder is a former backcountry guide. He designed these products for actual use, not mass market appeal. The customer reviews are insane:
"Finally, a backpack designed by someone who actually hikes"
"Used this on a 14-day trek in Patagonia, held up perfectly"
"The cooking system is genuinely innovative, not just rebranded Chinese goods"
This is a brand with true product differentiation in a commoditized market.
The Product Opportunity:
The founder hasn't launched a new product since Q3 2023. Why?
He's burned out and has been running the business solo.
But look at the customer feedback (I read 200+ reviews):
47 people asked for a matching rain cover for the backpack
38 people wanted a smaller version of the sleeping bag (for summer use)
29 people requested a water filtration system
Simple Math:
Launch a backpack rain cover at $49 (cost: $12, margin: 75%)
Conservative: 25% of backpack buyers add the rain cover = 462 units = $22,600 revenue, $17,100 profit
This becomes an upsell on every backpack purchase. Attach rate could hit 40-50% over time.
Do this across the product line with simple accessories and extensions: you're looking at $200K+ in high-margin revenue annually.
Part 5: The Marketing Breakdown (What's Actually Broken)
Current marketing spend: $186K annually (4.9% of revenue)
Breakdown:
Facebook/Instagram ads: $0 (shut down)
Google Ads: $84K (mostly brand defense)
Influencer/affiliate: $38K (8 active ambassadors)
Content creation: $24K (outsourced blog posts)
SEO tools/software: $12K
Email platform: $4K
What's Working:
Google Ads at $84K generating $840K in attributed revenue (10x ROAS). This is stupid profitable and massively under-scaled.
Why isn't he spending more? He's afraid of scaling because Facebook burned him.
What's Not Working:
The influencer program is a disaster. $38K spent, minimal tracking, no affiliate software. He's literally Venmo-ing influencers and hoping for the best.
The Content Strategy:
The blog has 140 posts. Traffic: 148K visitors from organic search.
But here's what's wild: the blog posts are genuinely good. Long-form gear guides written by the founder (the former backcountry guide).
Top post: "The Complete Guide to Choosing a Backpacking Backpack" - 4,200 words, 28K pageviews, ranking #3 for "best backpacking backpack" (18K monthly searches).
The problem? He stopped writing in 2023. If he'd kept going, he'd have 2x the organic traffic.
The Marketing Fix:
Month 1-3:
Scale Google Ads from $84K to $180K annually (same 10x ROAS = $900K added revenue)
Hire content writer to publish 2 posts per week ($3K/month)
Implement proper affiliate tracking (use Refersion or Impact)
Month 4-6:
Test TikTok Shop (organic first, then paid)
Launch YouTube gear review channel (founder appears on camera, huge trust factor)
Rebuild Facebook ads with proper tracking (start $50/day, scale to $200/day if ROAS > 3x)
Month 7-12:
Scale what works, cut what doesn't
Add 20 affiliates (target micro-influencers in hiking/camping)
Invest in SEO (backlink building, technical optimization)
Conservative outcome: $5.2M revenue in year one (37% growth from $3.8M)
Part 6: The Amazon Question (Opportunity or Distraction?)
Amazon revenue dropped from $1.7M to $680K.
Every buyer asks: "Should we go back to Amazon?"
Wrong question.
Right question: "What was the margin on that Amazon revenue?"
2023 Amazon Economics:
$1.7M revenue
18% net margin after fees, advertising, returns
$306K profit
But required $850K inventory tied up
And constant price wars with Chinese competitors
Alternative Use of Capital:
Take that $850K in inventory capital. Invest it in:
Better DTC products (higher margin)
Marketing (10x ROAS on Google)
New product development
The Verdict on Amazon:
Don't go back to Amazon as a primary channel. Maybe use it to liquidate old inventory or test new products, but the margin structure isn't worth the headache.
Stay DTC-focused and own the customer relationship.
Part 7: The Operator Profile (Who Shouldn't Buy This)
This deal is NOT for:
People who hate e-commerce ops (you'll be in the weeds)
Anyone expecting passive income (first 12 months = 50hr weeks)
Buyers who can't handle inventory planning
People without marketing chops (this needs growth, not just maintenance)
This deal IS for:
Experienced e-commerce operators
Marketing-first buyers (can fix the traffic problem)
Former operators who want one solid asset (vs multiple small businesses)
Anyone who understands content marketing and SEO
Critical Skills:
Facebook/Google ads (or hire agency you trust)
Email marketing (or hire specialist)
Inventory management (you'll be forecasting 6 months out)
Content creation/delegation (blog, video, social)
Part 8: The Deal Structure (How I'd Actually Buy This)
Seller wants $4.2M, mostly cash, 60-day close.
He's burned out and wants to travel. This is leverage.
My Offer:
Structure A: Fast Close, Lower Price
$3.6M total ($600K discount for speed and certainty)
$2.4M cash at close (67%)
$1.2M seller note at 5% over 4 years ($25K/month payment)
45-day close, no earnout
Seller gets $2.4M to travel the world. You keep $600K to invest in growth.
Structure B: Full Price, Seller Stays Involved
$4.2M total
$2.8M cash at close (67%)
$700K seller note at 4% over 3 years
$700K earnout over 24 months (50% revenue growth, 50% new product launches)
Seller stays on 10 hours/week for 12 months (consulting + product development)
This keeps the founder's expertise while aligning incentives.
Financing Breakdown (Structure A):
$1.0M your capital
$1.4M SBA loan (7.5%, 10-year)
$1.2M seller financing
Monthly debt service: ~$18K
Monthly EBITDA: ~$79K
Cushion: $61K/month (comfortable)
Part 9: The 24-Month Wealth Creation Plan
Here's exactly how you turn $4.2M into $12M+:
Months 1-3: Quick Wins
Renegotiate with manufacturers (add $380K EBITDA)
Implement email automation (add $318K EBITDA)
Scale Google Ads to $180K/year (add $450K revenue)
Cut 35 SKUs that do $180K revenue but cause 70% of customer service issues
Target: $4.2M revenue run rate, $1.25M EBITDA (32% margin)
Months 4-9: Build the Engine
Hire content writer (2 posts/week)
Launch 3 product extensions (rain cover, summer sleeping bag, water filter)
Rebuild Facebook ads carefully (start $1.5K/month, scale to $6K/month)
Launch ambassador program (20 micro-influencers)
Start YouTube channel (founder's face = trust = conversions)
Target: $5.0M revenue run rate, $1.6M EBITDA (32% margin)
Months 10-18: Scale What Works
Double content output (hire second writer)
Scale Facebook to $15K/month (if hitting 3x+ ROAS)
Launch 3 more hero products (based on customer feedback)
Expand wholesale (add 30 outdoor retailers)
Test TikTok Shop aggressively
Target: $6.5M revenue, $2.0M EBITDA (31% margin)
Months 19-24: Exit Prep
Clean up financials (get everything in QuickBooks properly)
Document all SOPs (make business transferable)
Hire operations manager (prove business isn't founder-dependent)
Lock in 12-month contracts with top affiliates and wholesale partners
Get to $7.2M revenue run rate
Exit Multiple: 5.5-6.5x EBITDA (premium for growth + content moat + brand strength)
Enterprise Value: $11M - $13M
Your Return: $7M - $9M gain on $4.2M deployed in 24 months
That's a 167-214% return. Or roughly 84-107% annualized.
Part 10: The Risk Analysis (What Kills This Deal)
Risk 1: You Can't Fix Customer Acquisition (40% Probability)
If Facebook ads don't come back and Google saturates, you're stuck at $4M revenue forever.
Mitigation: The organic content moat is the real play. Even if paid channels fail, SEO + email + affiliates can drive sustainable growth. Also, wholesale is growing (less sexy, but reliable).
Risk 2: Inventory Management Nightmare (25% Probability)
Get forecasting wrong and you either:
Run out of stock (lose $500K in sales), or
Overstock (tie up $400K in dead inventory)
Mitigation: Hire a part-time inventory planner month one. Use something like Inventory Planner or Forecastly. Conservative ordering in year one.
Risk 3: Founder Was the Brand (30% Probability)
What if customers only bought because they trusted the founder? You're some private equity bro—they don't care about you.
Mitigation: Keep founder involved for 6-12 months. Put his face on the content. Slowly transition to other experts (hire actual backcountry guides to create content). The brand is the product quality, not just the founder.
Risk 4: Commodity Pressure (20% Probability)
Chinese manufacturers could flood Amazon with $49 backpacks that are "good enough." You're charging $189.
Mitigation: You're not competing on price. You're competing on quality and brand trust. Double down on content showing why your products are better. Customer reviews are your moat.
Risk 5: You Get Bored (35% Probability)
E-commerce is a grind. Managing inventory, customer service, returns, product development. If you hate operations, you'll burn out.
Mitigation: Hire operators fast. By month 6, you should be working ON the business (strategy, marketing, product), not IN it (packing boxes, answering emails).
The Verdict: Is This a Buy?
Here's how I evaluate any deal:
The Four Questions:
Is there a clear path to 2-3x in 24-36 months?
Yes. Fix email, scale marketing, launch products, improve margins. That gets you there.Do I have an unfair advantage that other buyers don't?
If you know e-commerce marketing and aren't scared of inventory management, absolutely. Most buyers saw declining revenue and ran. You see margin improvement and growth opportunities.Can I sleep at night with this debt?
$18K/month debt service on $79K EBITDA? Yes. Even if things go sideways, you're profitable enough to service debt.Would I be excited to work on this for 24 months?
If you love outdoor gear, content marketing, and building brands, this is a dream. If you hate product businesses, this is a nightmare.
My Take:
This is an A- deal.
The margin structure is excellent. The products are differentiated. The brand has trust. The growth levers are obvious.
The revenue decline scares away 90% of buyers, which means you can buy it at a discount.
For an experienced e-commerce operator who can fix the marketing engine and launch new products, this is a legitimate path to $10M+ in enterprise value within 24 months.
For a first-time buyer or someone who doesn't know performance marketing? This is a $4.2M education in why e-commerce is hard.
The deal isn't for everyone.
But if you know what you're doing, this is how you build real wealth from a business everybody else overlooked.
Stop Looking at Picked-Over Deals
Here's what nobody tells you about buying businesses:
By the time deals hit BizBuySell, Flippa, or Empire Flippers, they've been seen by thousands of buyers.
The good ones get 30+ offers. The great ones never list publicly at all.
You're competing in the wrong arena.
The best deals are off-market. They're business owners who are thinking about selling but haven't committed yet. They're tired operators who would sell to the right buyer but don't want the hassle of listing publicly.
That's where we come in.
The Continental is Acquire Weekly's private deal sourcing service. We find off-market e-commerce, SaaS, and service businesses doing $500K-$5M in revenue before anyone else sees them.
What You Get:
2-3 pre-qualified deals per month that match your exact criteria
Full financial analysis (just like this article) for every deal
Direct introductions to sellers (no broker fees eating your margin)
Support through diligence, negotiation, and closing
We've helped buyers close 47 acquisitions in the last 18 months. Average purchase price: $2.8M. Average time from introduction to close: 67 days.
This is how serious buyers find deals worth owning.
The businesses that can actually 3x in 24 months don't sit on listing sites. They get quietly sold to people with the right network.
Want access to deals before everyone else?
Upgrade to The Continental or schedule a call with our team to learn how we source opportunities other buyers never see.
The deal that changes everything is out there.
Let us find it for you.
Acquire Weekly | Where serious buyers find serious deals
Reply