THE GERGEL GROUP
AMAZON-NATIVE FOOTWEAR PLATFORM
IMPORTANT NOTICE.
CONFIDENTIALITY NOTICE: This Confidential Information Memorandum ("CIM") has been prepared by Emanay Advisors on behalf of the Seller and is provided solely to parties who have executed a Non-Disclosure Agreement. It is intended exclusively for evaluating a potential acquisition of The Gergel Group, LLC and its subsidiaries and may not be retransmitted, reproduced, distributed, or otherwise used without prior written consent of Emanay Advisors. Neither the Company's employees, customers, nor competitors are aware of the owner's intent to sell.
All financial information presented in this CIM is sourced exclusively from the June 29, 2026 Quality of Earnings analysis and EBITDA calculation prepared by Emanay Accounting. No further audit, review, or examination procedures were performed. All figures remain subject to buyer diligence and revision.
Projections, estimates, and forecasts are based on assumptions believed reasonable at time of preparation and do not constitute a guarantee of future performance. Actual results may differ materially. Recipients should conduct independent diligence.
The Seller reserves the right to negotiate with one or more parties at any time, modify procedures without notice, and terminate any party's participation for any reason. No direct contact with the Company, its employees, customers, or suppliers is permitted without Emanay's prior written authorization.
CONTENTS.
IN ONE PAGE.
The Gergel Group, LLC is a profitable, decade-old Amazon FBA footwear and apparel operation being offered for sale as a 100% equity transaction. The Company operates three seasoned Amazon seller accounts sourced through authorized US, Canadian, and European distributors, generating $13.7M in FY25 pro forma adjusted revenue and $2.1M in FY25 pro forma adjusted EBITDA. Independent diligence work is already complete, and the transaction has been pre-approved for SBA 7(a) financing.
Platform-Ready Infrastructure
Three Amazon seller accounts already operate as one integrated platform, with the entity structure required to run multiple accounts already solved — a buyer inherits a template for onboarding further accounts, not a single asset to operate in isolation.
Diligence Already Complete
An independent Quality of Earnings analysis has already been completed by Emanay Accounting — the sole source of truth for every financial figure in this CIM — and the transaction has been pre-approved for SBA 7(a) financing.
Guaranteed Post-Close Supply
A Master Supplier Agreement with the seller's affiliated sourcing entity guarantees the buyer's continued access to existing merchandise and supplier relationships at close — removing the single biggest risk in an Amazon FBA acquisition.
The bottom line: a buyer acquires a cash-flowing, decade-old Amazon-native footwear platform — three seasoned marketplace accounts, an authorized distributor network, a guaranteed post-close supply agreement, and SBA-eligible financing — at $7.5M, roughly 3.5x FY25 Pro Forma Adjusted EBITDA, with the diligence heavy-lifting already done.
A GLANCE.
The Gergel Group is an Amazon FBA footwear and apparel reseller operating at the intersection of authorized wholesale distribution and Amazon marketplace infrastructure. Founded in 2016 and headquartered in Miami, FL, the Company has built nearly a decade of continuous operating history across three seasoned Amazon seller accounts.
2016
Miami, FL
LLC
[MISSING: headcount]
Founded in 2016 by Dani Gergel, the Company has operated continuously as an Amazon-native footwear and apparel reseller for nearly a decade. Over that period it expanded from a single seller account to three — including a recently acquired aged account with immediate activation upside — while maintaining consistent profitability throughout.
The Company sells footwear, apparel, and accessories across 800+ active ASINs, sourced through authorized US, Canadian, and European distributors and fulfilled exclusively via Amazon FBA. Revenue is transactional, marketplace-driven, with no customer contracts or subscriptions.
B2C, sold exclusively through Amazon's marketplace across the US, Canada, Mexico, UK, and Germany. No single-customer concentration risk — revenue is distributed across Amazon's broad consumer base rather than a defined account list.
Operates on Amazon FBA — capital-light, no warehouse lease obligations, shipping to 90+ countries from US-based inventory. Sourcing spans authorized distributors in the US, Canada, and Europe under two order types: at-once (ATS) and forward seasonal (Prebook).
OWNERSHIP.
Three legal entities, one business. Amazon's account-per-entity requirement created the multi-entity structure — not operational complexity. All three operate as a single integrated footwear platform, and the equity roll-up into The Gergel Group will be completed at or prior to close as part of the transaction structure.
Structure note: Entities are not currently in a formal holdco format pre-sale; the equity roll-up into The Gergel Group will be completed at or prior to close as part of the transaction structure. Amazon mandates that each seller account be registered under a separate legal entity — the three-entity structure exists for this compliance reason only, not because they are separate businesses.
BUSINESS RUNS.
The Gergel Group operates a capital-efficient, distributor-authenticated Amazon FBA model. Inventory decisions are driven by Amazon's Inventory Performance Index (IPI), sell-through rates, and seasonal demand signals across 800+ active ASINs.
Amazon FBA — Capital-Light Fulfillment
The business outsources warehousing, pick/pack, and last-mile delivery to Amazon's global logistics network, shipping to 90+ countries from US-based inventory. No warehouse lease obligations. FBA fees are included in COGS as direct pass-throughs.
- No physical facility overhead
- 800+ active ASINs, IPI-optimized
- Scalable without proportional headcount growth
Authorized Distributor Network
All inventory is sourced through authorized US, Canadian, and European distributors — never grey-market or unauthorized channels — using two order types: at-once (ATS) for in-season buys and Prebook for planned seasonal depth. A Master Supplier Agreement with the seller's affiliated entity, Gelty, guarantees continued access to existing merchandise and supplier relationships post-close.
- Multi-year authorized distributor relationships
- ATS + Prebook order structure
- Guaranteed post-close supply via Gelty MSA
Amazon Seller Central + Internal Reporting
Operations run through Amazon Seller Central across all three accounts, supported by internal financial and marketplace-analytics reporting built and maintained by the operating team. Systems transfer with the sale.
- Amazon Seller Central — all 3 accounts
- Internal marketplace analytics reporting
- Full systems transition included at close
Lean, Founder-Led Team
Operations are run by a lean team led by ownership and a small group of operational staff. Seller has committed to a full transition period and post-close cooperation. [MISSING: full headcount breakdown]
- Michael Gergel (COO) — logistics, purchasing, Amazon ops
- Seller-committed transition period post-close
- [MISSING: retention plan for remaining staff]
& PRODUCT MIX.
Revenue is generated across three Amazon seller accounts, sourced through authorized distributors across a defined portfolio of recognized footwear and apparel brands. The business does not hold direct brand-authorized reseller status — all inventory flows through authorized distributor relationships.
Amazon — Primary & Secondary Accounts
All revenue is generated through Amazon FBA across three accounts: the primary account (US, Canada, Mexico), a secondary account with broader international reach (US, Canada, Mexico, UK, Germany), and a dormant aged account with day-one activation upside.
- 800+ active ASINs across footwear, apparel, accessories
- IPI-optimized inventory management
- Third dormant account = immediate growth lever
Authorized Distributor-Sourced Brands
Inventory is sourced exclusively through authorized US, Canadian, and European distributors — never grey-market or unauthorized channels. The Company sources through authorized distributors; it does not hold a direct brand-authorized reseller relationship with any individual brand.
- Multi-year distributor relationships across three geographies
- ATS (at-once) and Prebook (forward seasonal) order types
- No grey-market or unauthorized inventory exposure
Sourcing accuracy note: this brand list and sourcing description reflects corrections requested directly by the seller during CIM review — prior drafts referencing "authorized distributor" status for specific brands (including Nike, Under Armour, Columbia, Merrell, and Keen) have been removed as inaccurate.
THE STORY BEHIND THEM.
All figures below are sourced exclusively from the June 29, 2026 Quality of Earnings and EBITDA calculation prepared by Emanay Accounting, covering FY23 through TTM26. No further audit, review, or compilation procedures were performed. This is the sole financial source for this CIM.
| Line Item ($ in thousands) | FY23 | FY24 | FY25 | TTM26 |
|---|---|---|---|---|
| Revenue | ||||
| Reported Operating Revenue | 11,403 | 11,927 | 13,064 | 11,762 |
| Pro Forma Adjusted Revenue | 11,659 | 12,220 | 13,693 | 12,009 |
| EBITDA Bridge | ||||
| Net Income (Reported) | 1,732 | 2,139 | 1,501 | 1,364 |
| + Amortization | 84 | (1) | — | — |
| + Interest Expense | 86 | 18 | 21 | 41 |
| + Income Tax Expense | 212 | 55 | 141 | 141 |
| Reported EBITDA | 2,115 | 2,212 | 1,662 | 1,545 |
| Reported EBITDA Margin % | 19% | 19% | 13% | 13% |
| Total EBITDA Adjustments (net) — see Section 07 | (59) | (145) | 224 | 132 |
| Adjusted EBITDA | 2,056 | 2,067 | 1,886 | 1,677 |
| Adjusted EBITDA Margin % | 18% | 17% | 14% | 14% |
| Total Pro Forma Adjustments — see Section 07 | 56 | 75 | 232 | 66 |
| Pro Forma Adjusted EBITDA | 2,112 | 2,141 | 2,118 | 1,743 |
| PF Adj. EBITDA Margin % | 18% | 18% | 15% | 15% |
- Cash: $218K at May 2026 (12-month avg: $359K)
- Accounts Receivable: $548K at May 2026 (12-month avg: $493K)
- Inventory: $2.21M at cost, May 2026 (12-month avg: $2.24M)
- Accounts Payable: $3.23M at May 2026
- Working Capital Peg: [MISSING: under negotiation — final peg to be reconciled and confirmed prior to LOI]
- 100% Amazon FBA marketplace revenue — no wholesale or B2B revenue lines
- Three Amazon seller accounts across US, Canada, Mexico, UK, Germany
- 100% transactional — no subscriptions or recurring contracts
- No single-customer concentration — Amazon consumer marketplace
- 800+ active ASINs across footwear, apparel, accessories
- [MISSING: average order value / unit economics detail]
NORMALIZATIONS.
Emanay Accounting's Quality of Earnings identified five recurring adjustment categories plus two pro forma items, sourced directly from company records and management representations. Adjustments are presented net of tax and reconcile directly to the Financial Summary in Section 05.
FY23 and FY24 Adjusted EBITDA are lower than Reported EBITDA because non-operating investment gains/losses (ML) embedded in the P&L — $195K in FY23 and $353K in FY24 — are being removed as non-operational. This is a conservative, credibility-enhancing adjustment: it reduces the adjusted figure rather than inflating it, and reflects Emanay Accounting's approach of normalizing out non-business-purpose items regardless of direction.
The Company sources a portion of inventory from Gelty, a supplier 42.5%-referenced in seller disclosures and wholly owned by the Company's owner/president. Third-party vendors typically supply at cost+10%; Gelty supplies at cost+5% — a below-market pricing arrangement disclosed in full in the QoE. No change-of-control provision exists in the current supply arrangement; management represents current pricing is expected to continue post-transaction, and the post-close Master Supplier Agreement is being drafted to formalize buyer-favorable terms.
NEW OWNER UNLOCKS.
These levers exist because the current owner made a strategic choice to prepare the business for sale rather than reinvest further — each is executable by a new owner without requiring a change to the underlying operating model.
WORTH.
The asking price is anchored to FY25 Pro Forma Adjusted EBITDA per the June 29, 2026 QoE. A full weighted valuation build (DCF, guideline public company, guideline transaction, private company comparable) using this QoE basis has not yet been finalized — the table below carries the WACC assumption set forward from prior work but the methodology-level implied values require rebuilding on the corrected EBITDA figures before this section is considered final.
| Methodology | Implied EV | Key Basis | Weight |
|---|---|---|---|
| Discounted Cash Flow (DCF) | [MISSING: rebuild on QoE basis] | WACC 9.38%, terminal growth 3.0% | [MISSING] |
| Guideline Public Company | [MISSING: rebuild on QoE basis] | [MISSING: comp set and multiples] | [MISSING] |
| Guideline Transaction Method | [MISSING: rebuild on QoE basis] | [MISSING: precedent transactions] | [MISSING] |
| Private Company Comparable | [MISSING: rebuild on QoE basis] | [MISSING: comp set] | [MISSING] |
| Weighted Indicative Enterprise Value | [MISSING: weighted build pending] | Before DLOM and non-operating asset add-backs | |
| Less: DLOM | [MISSING] | Private company, limited marketability | |
| Implied Equity Value | [MISSING: pending rebuild] | $7.5M ask vs. implied equity value — discount/premium TBD pending rebuild | |
Valuation conclusion: at $7.5M — approximately 3.5x FY25 Pro Forma Adjusted EBITDA — the buyer acquires a cash-flowing, decade-old Amazon-native footwear platform at a multiple well below the 8–11x range typically associated with comparable e-commerce transactions, with independent QoE and SBA financing pre-approval already in place to accelerate close.
- Risk-Free Rate (10-yr Treasury): 4.54%
- Expected Market Return: 8.00%
- Equity Risk Premium: 3.46%
- Levered Beta: 1.40
- Cost of Equity / WACC: 9.38%
- Debt Structure: None — 100% equity financed
- Terminal Growth Rate: 3.0%
- EBITDA basis: FY25 Pro Forma Adjusted EBITDA ($2.118M) per June 2026 QoE — not TTM26 or prior-CIM figures
- Working capital treatment: peg not yet finalized — see Financial Summary, Section 05
- SBA 7(a) pre-approval reduces buyer equity requirement — a factor supporting achievability of the ask at this multiple
- [MISSING: DLOM rationale and rate to be confirmed]
HOW IT WORKS.
100% equity sale of The Gergel Group, LLC with T&D Trades and Sterling Footwear rolling in at close. Gelty remains outside the sale but contracts with the buyer via a post-close Master Supplier Agreement. Independent QoE is complete and the transaction is pre-approved for SBA 7(a) financing.
- Transaction type: 100% equity sale
- Seller: Dani Gergel (100% owner)
- Sale vehicle: The Gergel Group, LLC
- Included entities: T&D Trades and Sterling Footwear roll in at close
- Asking price: $7,500,000 USD
- Working capital peg: to be negotiated — see note below
- SBA 7(a) financing: pre-approved for this transaction
- Seller note / earnout: [MISSING: confirm seller financing availability]
- Transition period: seller committed — full cooperation, duration TBD
- Key asset transfers: 3 Amazon seller accounts, ASINs, distributor relationships
- Management stay: Michael Gergel (COO) availability post-close TBD
- Post-close agreement: Gelty Master Supplier Agreement, in drafting
- June 29, 2026 QoE report and EBITDA databook
- [MISSING: tax returns — years to be confirmed]
- Corporate and entity formation documents
- Amazon seller account performance history
- [MISSING: employee/compensation records]
- Inventory schedules and purchase order records
Working Capital Note: The working capital peg is not yet finalized. Multiple reference figures have appeared across the process to date and require reconciliation into a single confirmed peg before it is presented to buyers as a fixed term — this will be resolved and confirmed prior to LOI stage. Current-period balance sheet detail (Section 05) provides directional reference in the interim.
TIMELINE.
Emanay Advisors manages all aspects of this sell-side process. All buyer communications, NDA execution, CIM distribution, and management meeting coordination are exclusively through Emanay.
| Phase | Activity | Estimated Timing |
|---|---|---|
| Phase 1 | Teaser Distribution & NDA Execution | Week 1 |
| Phase 2 | CIM Distribution to Qualified Parties | Week 2 |
| Phase 3 | Management Meetings & Q&A | Weeks 3–4 |
| Phase 4 | Indications of Interest (IOIs) | Week 5 |
| Phase 5 | Diligence & Data Room Access | Weeks 6–7 |
| Phase 6 | Definitive Agreement & Negotiation | Weeks 8–10 |
| Target Close | Amazon account transfers, working capital settlement, full close | 90–120 days from CIM |
Qualified parties submitting an indication of interest must provide a brief non-binding letter of intent detailing preliminary valuation, deal structure, and proposed working capital treatment. All correspondence exclusively to: Alexandre Camus — alex@emanay.io · +1 (786) 835-7342. No contact with Company employees, customers, suppliers, or competitors without Emanay's prior written authorization.
ZERO GAPS.
Emanay operates through four fully integrated professional service divisions — eliminating gaps, delays, and misaligned incentives between third-party advisors. Every division coordinates from Day 1 — legal, financial, advisory, and real estate moving in parallel, not sequence.
- Target identification & sourcing
- Financial underwriting & modeling
- LOI drafting & negotiation
- Due diligence coordination
- Post-close integration & KPI monitoring
- CIM, teaser, and data room management
- Entity formation & structuring
- Purchase & sale agreements
- Operating agreements & governance
- Compliance documentation
- Transaction readiness
- Licenses, permits, certificates
- Quality of Earnings (QoE)
- GAAP-compliant financial preparation
- 12-month model & KPI framework
- Monthly close & reporting
- Investor & lender packaging
- Tax strategy & compliance
- Amazon marketplace & account diligence
- Inventory & fulfillment systems review
- Cross-border logistics support
- Seller account transition planning
- IPI & performance metrics analysis
- Post-close systems integration
Speed. Parallel workstreams compress timelines — acquisitions and filings advance simultaneously. Control. One firm manages all parties — no misaligned incentives or communication gaps. Scalability. The platform built for initial deployment becomes the foundation for long-term expansion.
BEHIND THE DEAL.
The Gergel Group is led by a founder-operator team with deep Amazon marketplace expertise and nearly a decade of footwear e-commerce operating history. Below the leadership shown here, the operating team also includes a CTO overseeing daily Amazon operations and a Warehouse Manager handling returns and reimbursements — both expected to remain through transition.
Emanay Advisory Team
MITIGATIONS.
The following risks are disclosed to give buyers a complete picture ahead of diligence. Each carries a corresponding mitigation or current management response.
THE DATA ROOM.
The data room is being populated for qualified, NDA-executed parties. Access and management meetings are coordinated exclusively through Emanay Advisors.
- Quality of Earnings report (June 29, 2026)
- EBITDA calculation databook
- [MISSING: tax returns — years TBD]
- Monthly balance sheet detail (Jun 2025–May 2026)
- [MISSING: bank statements]
- Inventory and purchase order schedules
- Entity formation documents — 3 entities
- [MISSING: operating agreements]
- Gelty Master Supplier Agreement (in drafting)
- [MISSING: IP registrations / licenses]
- [MISSING: litigation / contingency schedule]
- Amazon seller account documentation
- [MISSING: employee roster & comp schedule]
- [MISSING: key contractor agreements]
- Authorized distributor relationships (US/CA/EU)
- No customer contracts — Amazon marketplace transactional
- [MISSING: insurance policies]
- No facilities — Amazon FBA fulfillment model
Data Room Access: Qualified parties who have executed an NDA may request data room access directly from Alexandre Camus — alex@emanay.io · +1 (786) 835-7342. The data room is currently being populated. Management meetings will be scheduled for shortlisted parties following IOI submission and review.
CONFIDENTIAL INFORMATION MEMORANDUM — IMPORTANT NOTICE: This CIM has been prepared by Emanay Advisors on behalf of the Seller. It is provided solely to parties who have executed a Non-Disclosure Agreement and is intended exclusively for evaluating a potential acquisition of The Gergel Group, LLC and its subsidiaries. Any retransmission, reproduction, distribution, or other use without prior written consent of Emanay Advisors is strictly prohibited. All financial information is sourced exclusively from the June 29, 2026 Quality of Earnings and EBITDA calculation prepared by Emanay Accounting and is presented without further audit or verification. No representation or warranty, expressed or implied, is made as to accuracy or completeness. Prospective parties are expected to conduct independent diligence prior to executing any definitive agreement. This CIM is not an offer to sell securities or assets.
The Seller reserves the right to negotiate with one or more parties at any time, modify procedures without notice, and terminate any party's participation for any reason. No contact with Company employees, customers, suppliers, or competitors without Emanay's prior written authorization.
Emanay Inc., operating under the trade name Emanay Advisors, does not offer, solicit, or sell securities. All professional services are rendered exclusively by its respective affiliate divisions: Emanay Accounting, LLC; Emanay Law Group PLLC; Emanay Technologies LLC; Emanay Capital LLC. Nothing contained herein constitutes legal, tax, financial, or investment advice.
Emanay Advisors · Emanay Inc. · 1221 Brickell Ave · STE 900 · Miami, FL 33131 · +1 (786) 835-7342 · alex@emanay.io · www.emanay.io · © 2026 Emanay. All rights reserved. · Confidential Information Memorandum · Strictly Confidential