Sell Your E-commerce Brand ($1M+ Profit) to Andrew Wilkinson & Tiny: Inventory, Seasonality, Moats

Sell Your E-commerce Brand ($1M+ Profit) to Andrew Wilkinson & Tiny: Inventory, Seasonality, Moats is the playbook I use to move from first email to funds-flow in ~30 days.
You’ll see exactly what I buy, how I price inventory and seasonality, and how to present your moat so you get more cash at close.
I’ll write in plain English, with every sentence on a new line, and give you copy-paste checklists you can use today.

Fit Check: Are You a Tiny-Style E-commerce Brand

I buy simple, durable, profitable brands with $1M+ annual profit and clean books.
You’re a fit if you have 30–70% gross margins, inventory turns ≥4x/year in core SKUs, and repeat purchase that isn’t coupon-dependent.
I move fastest when no single customer or channel >25% of revenue and the team can operate without you.
For ruthless focus while prepping, read: Delete 95% of Your Email.

Model Map: DTC, Marketplaces, Wholesale—What I Prefer

I like DTC + selective marketplace with pricing discipline and strong retention.
I’m fine with wholesale if it’s profitable after chargebacks, MDF, and freight.
Pure marketplace FBA with platform risk is okay when repeat rates and brand queries are strong.
I pay for durability, not just channel hacks.

Profit Quality: Contribution Margin Beats Vibes

I underwrite contribution margin after variable costs.
That means COGS, pick-pack-ship, payment fees, packaging, and returns all counted.
If CM holds after pausing paid spend for 60–90 days, I lean in.
If CM evaporates without ads, the multiple shrinks.

Inventory Truth: Valuation, Obsolescence, Write-Downs

Count inventory at lower of cost or NRV with a visible obsolescence reserve.
Split on-hand by age buckets and flag dead stock.
Show landed cost rules so freight and duties are consistent.
Inventory truth beats inventory optimism every time.

Seasonality: How I Normalize Without Losing Your Shirt

I peg working capital using 12 monthly snapshots and adjust for expected seasonal peaks.
I compare same-months YoY and weight recent months if you’re growing.
I’ll never punish a Q4 brand for having Q4 inventory.
Seasonality is a math problem, not a negotiation tactic.

Cash Conversion Cycle: Turn Speed Into Valuation

Show CCC = DIO + DSO − DPO by quarter for 24–36 months.
Faster turns and stable DPO let me push more cash at close.
If lead times are long, prove safety stock math and supplier reliability.
Cash flow discipline is a moat in plain sight.

SKU Strategy: Prune the Long Tail to Lift Value

I reward SKU rationalization and ABC analysis.
Kill zombies that create returns and slow turns.
Bundle B and C SKUs to grow AOV and reduce leftover parts.
Cleaner assortments close faster.

Moats That Matter in E-commerce

I pay for brand pull (direct search, email, and SMS), community, design/IP, and ops excellence.
I pay for subscriptions with low churn and owned channels that print cash.
I do not pay for “we hustle harder.”
Show me the thing a smart competitor can’t copy in 12 months.

Channel Mix & Platform Risk: Amazon, Shopify, Wholesale

Diversify without losing focus.
If Amazon is >50%, show brand queries, repeat, and off-Amazon demand.
If Meta or TikTok drives acquisition, show payback and what happens when you throttle spend.
Dependence without a mitigation plan becomes an earnout.

Pricing Power: The Cleanest Multiple Expander

List the last two price changes and their impact on returns and NRR.
If you raised price and repeat rate held, I stretch multiples.
If discounting crept up, show the fix.
Price power is a moat you can prove.

Repeat Purchase & LTV/CAC: Cohorts Over Averages

Show 12-, 24-, 36-month cohort curves with repeat purchase rate and contribution margin.
Prove CAC and payback by channel using raw tables, not slides.
If the core base buys again without new discounts, you win.
Clarity beats cleverness.

3PL, SLAs, and Ops: Boring Is Beautiful

I want 3PL scorecards, SLA adherence, and returns cycle time.
If you insource fulfillment, prove unit costs vs 3PL and how you flex in Q4.
Ops reliability lowers my risk and increases cash at close.
People remember how you sell them, not just how you sell the company.

Returns, Refunds, and Warranty: Plug the Leaks

Show returns rate by SKU, cause codes, and fixes shipped.
Prove that negative margin SKUs were culled or redesigned.
Returns discipline is profit defense, not a footnote.
I reward systems, not hope.

Data Room: The Vital 20% for E-commerce

Upload first: TTM P&L tied to bank, top-20 SKUs by month, top-20 customers by month, returns by reason, inventory aging, and cohorts.
Add vendor contracts, 3PL SLAs, MAP policy, and chargeback history.
Answer all questions in one thread to avoid drift.
For crisp comms, read: I Don’t Respond to Long Emails.

LOI Structure: Inventory and the Working Capital Peg

We price cash-free, debt-free with a normalized NWC peg that includes inventory and deferred balances.
We agree to a dollar-for-dollar true-up at closing.
I include a short schedule with inclusions, exclusions, and a sample calculation.
For tone and narrative, see: Never Tell, Always Storytell.

Earnouts vs Cash in E-commerce

Earnouts can align when there’s a near-term catalyst like a retail rollout or inventory unlock.
Keep it ≤18 months, ≤20–25% of price, one metric (e.g., gross profit), and fixed governance.
Otherwise, trade earnout dollars for escrow and more cash now.
If you truly believe in the upside, use rollover equity.

Diligence Sprint: What I Check First for Brands

I test landed cost and freight allocation, verify chargeback trends, and spot-check invoices to bank.
I tie returns to SKU fixes and compare ad throttling to base demand.
I review supplier MOQs, lead times, and backup plans.
I keep scope small so we can close fast.

Team, SOPs, and Replaceability

Show SOPs for purchasing, replenishment, and customer service.
Prove bench depth so we don’t rely on one superhero.
If you’re still the keystone, we’ll design a paid transition with clear deliverables.
Predictability is the asset I’m buying.

Timeline: How to Close in ~30 Days

Days 1–3 share a four-line email, an 8-slide deck, and the vital 20% data room.
Days 4–10 align on terms and sign the LOI.
Days 11–20 run focused diligence and draft the SPA.
Days 21–30 finalize markups, wire funds, and kick off the Day-1 plan.
For rhythm and clarity, skim: 02: Journaling With AI.

Red Flags and Fast Fixes

Red flags: inventory optimism, murky landed cost, coupon-juiced “loyalty,” and platform-only demand.
Fixes: write-downs, freight consistency, cohort proof, and channel diversification.
Fix basics pre-LOI and you convert complexity to cash at close.
If you like capital allocation stories, see: A $3,600 Keyboard and a $66 Million Dollar Investment.

Copy-Paste Tools You Can Use Today

Working Capital Peg (E-commerce).
“Purchase Price assumes delivery of Net Working Capital of $[peg] at Closing, calculated as current assets including inventory at lower of cost or NRV and accounts receivable, minus current liabilities including accounts payable and accrued expenses, excluding cash, debt, income tax balances, and non-operating items, GAAP-consistent with past practice.
Dollar-for-dollar true-up above or below the peg.”

Contribution Margin Checklist.
COGS.
Inbound freight and duties.
Packaging.
Payment fees.
Pick-pack-ship.
Returns and write-offs.
Affiliate/marketplace fees.
= Contribution Margin.

Seasonality Note (Short).
“Peg derived from 12 monthly NWC snapshots with Q4 weighting due to seasonal build.
Definitions and schedule attached.”

FAQs

What EBITDA and margin profile do you engage with fastest.
$1M–$20M EBITDA with 30–70% gross margins and clean contribution margins.

Do you require audited financials to issue an LOI.
No.
I need reconciled statements tied to bank and evidence-backed add-backs.

How do you treat inventory in the price.
We include it via the working capital peg and true-up dollar-for-dollar at close.

My brand is Amazon-heavy.
Is that fatal.
No.
Show brand demand, repeat rate, and a plan to grow off-Amazon.

Returns are high in one category.
What happens.
Fix the root cause, show trend improvement, and remove negative-margin SKUs.
I price solutions, not problems.

Will you accept an earnout.
Yes when short, small, and simple with locked governance.
Otherwise I prefer cash and a modest escrow.

How do you view wholesale.
Keep it profitable after chargebacks, MDF, and freight.
Share retailer scorecards and renewal history.

What’s the single fastest way to add value before LOI.
Publish a clean contribution margin pack and inventory aging with write-downs.

What does a great 8-slide deck include.
Snapshot, 3-year + TTM financials, cohorts and repeat, SKU and margin mix, channel mix, moat, org chart, risks, and your ask.

How do I keep team disruption low.
Use a Day-1 memo, lock roles, set a weekly KPI cadence, and pace announcements.
For communication tone, see: Never Tell, Always Storytell.

Can we really close in ~30 days.
Yes with a tight data room, decisive comms, and standard docs.
Speed is a choice.

Where do founders quietly lose money at closing.
Vague peg definitions, inconsistent landed cost, and ignoring returns-driven write-downs.

Conclusion

Sell Your E-commerce Brand ($1M+ Profit) to Andrew Wilkinson & Tiny: Inventory, Seasonality, Moats boils down to inventory truth, seasonality math, and a real moat you can prove with cohorts and contribution margin.
Bring a clean data room, lock the peg, show pricing power, and I can push for more cash at close and a ~30-day close.
Get Your Copy of Never Enough at https://www.neverenough.com/

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