
The e-commerce business with one supplier holding 60% of its costs
The setup
A strategic buyer was evaluating a direct-to-consumer electronics retailer at $6M against $1.5M EBITDA — a 4x multiple. Shopify ran the storefront cleanly. 15,000 orders over 18 months, refund rate stable at 1.2%, fulfillment timestamps in place. Revenue and execution were governed. The story being sold was a clean, scalable e-commerce operation.
Two views
Revenue is verified. Margins are healthy. Customer base is stable. Proceed at asking.
The revenue story is real. The cost story has a single point of failure that nobody negotiated against. Reprice and require contractual protection before close.
What the assessment surfaced
Four of five lenses came back healthy. The fifth — cost commitments — surfaced a structural risk that quality of earnings work had not flagged: the entire margin profile depended on one supplier relationship with no contract behind it.
Shopify orders timestamped and clean
9 of 12 suppliers uncontracted
Single supplier carrying majority of COGS
No manual GL adjustments, refunds stable
The evidence
Three of twelve suppliers operated under written contracts. The remaining nine — including the one carrying 60% of cost of goods sold — operated on handshake terms, with prices and lead times that had drifted informally over years. The current owner had personal relationships with each. A change of ownership exposed the buyer to the risk that the dominant supplier could renegotiate, delay, or walk, with no contractual recourse and no alternative supplier qualified.
Decision and dollar impact
DVTA returned a REPRICE signal. The deal closed, but on materially different terms.
Final valuation came down from $6M to $5.14M — a 14.2% adjustment reflecting concentrated supply chain risk. The buyer required written supply agreements with the top three suppliers as a condition of closing, plus a 6-month diversification plan to qualify a backup source for the dominant SKUs.
The seller agreed. The buyer acquired the business with the supply chain risk priced in and contractually contained.
Takeaway
A healthy P&L can hide a fragile supply chain. DVTA looks past the income statement to the operational dependencies that make those numbers possible — and surfaces them in time to be negotiated.
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