An HVAC shop riding the Albany semiconductor wave. In-house sheet metal fab. SBA pre-approved. But: 80% GC concentration, a 2023 earnings collapse, and a retiring owner who holds the licenses.
◉ OUR VERDICTConditional Buy @ $1.9M
DEAL_TEARDOWN · #048PART 1 OF 2
$740K
2025 SDE
3.24x
Ask Mult
$1.9M
Target
'21'22'23'24'25
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The archive.
1 PAST ISSUE · 2026
#048 · APR 15CONDITIONAL BUY
Albany Metro HVAC.
$4.36M REV · 17 EMPLOYEES · HVAC / SHEET METAL
$740K
2025 SDE
3.24x
Ask Mult
$1.9M
Target
Albany semiconductor wave HVAC play. In-house fab shop is a real moat. 2023 earnings collapse + 80% GC concentration demand a structured counter-offer.
CRITICALOwner Holds All Licenses — Transfer Uncertainty▼
The retiring owner is the license holder for HVAC contracting in New York. License transfer or re-testing timelines can take 3–12 months, halting operations. Escrow release must be contingent on successful transfer.
CRITICAL80% Revenue from Single GC Customer▼
Roughly 80% of revenue flows from one general contractor. Loss of this client post-acquisition would be catastrophic. Require multi-year contract guarantees or a significant price adjustment before proceeding.
⬤ High Risks
HIGH2023 SDE Collapse — Unverified Recovery▼
SDE dropped sharply in 2023 before recovering in 2024–25. The cause has not been independently verified. A QoE must explain and validate the recovery before any earnout or full price is paid.
HIGHSBA Covers Only $1M of $2.4M Ask▼
The buyer must fund a $1.4M gap through equity and seller financing. At $1.9M the payback drops from 3.8 to 2.7 years, making the deal workable — but only at the counter-price.
⬤ Key Strengths
STRENGTHIn-House Sheet Metal Fab — Real Competitive Moat▼
In-house fabrication captures margin that competitors send out. It's capital-intensive to replicate and adds genuine enterprise value beyond cash flow. A defensible operational advantage.
STRENGTH46% Revenue Growth Since 2021 + SBA Pre-Approved▼
Riding the Albany semiconductor construction wave with strong top-line growth. SBA pre-approval of $1M signals professionally maintained books. A quality-of-earnings review should be straightforward.
VerdictConditional Buy
Target Price$1.9M
Asking Price$2.4M
$4.36MRevenue 2025
$740KSDE 2025
3.24xAsk Multiple
2.57xTarget Multiple
17Employees
18yrOperating History
Business Snapshot
Attribute
Detail
BizzedAI Flag
Business Type
HVAC installation & sheet metal fabrication
Niche moat — hard to replicate fab
Location
Albany Metro, New York
Semiconductor construction wave tailwind
Revenue (2025)
$4.36M
+46% since 2021
SDE (2025)
$740,000
Post-collapse recovery unverified
Customer Concentration
~80% from one GC
⚠ Critical risk — requires contract lock-in
Employees
17 full-time
Owner-dependent — key person risk
Owner Tenure
18 years, retiring
⚠ Holds licenses — transfer critical path
SBA Status
Pre-approved @ $1M
Signals clean books
Financial History
2023 Earnings Collapse: SDE dropped significantly in 2023 before recovering. The cause is unverified — a QoE report must explain this before full price is paid.
'21'22'23 ▼'24'25
Year
Revenue
SDE (Est.)
Margin
2021
~$2.98M
~$520K
17.4%
2022
~$3.42M
~$610K
17.8%
2023
~$3.60M
~$310K
8.6% ⚠
2024
~$4.10M
~$690K
16.8%
2025
$4.36M
$740K
17.0%
Deal Structure Analysis
Seller's Ask
Price$2.4M
Multiple3.24x SDE
SBA Coverage$1.0M (42%)
Equity Gap$1.4M
Payback~3.8 years
BizzedAI Counter
Price$1.9M
Multiple2.57x SDE
SBA Coverage$1.0M (53%)
Equity Gap$900K
Payback~2.7 years ✓
Red Flags & Strengths
🚨
License transfer risk — owner holds all NY HVAC contracting licenses. Transfer takes 3–12 months and can halt operations.
🚨
80% GC concentration — single customer dependency. No contract = no business. Must be locked in at LOI.
⚠️
2023 earnings collapse — unexplained SDE drop. Requires independent QoE before earnout or full price.
⚠️
Financing gap — SBA only covers 42%. Buyer needs $1.4M in equity + seller carry at ask price.
✅
In-house sheet metal fabrication — real operational moat. Competitors must outsource; this shop captures that margin.
Tie a portion of purchase price (min. $200K) in escrow contingent on successful license transfer to buyer or designated employee within 90 days of close.
Critical
Multi-Year GC Contract Required
Require a minimum 2-year contract (or right-of-first-refusal) from the primary GC before LOI. Without this, the 80% concentration risk is terminal.
High
Independent QoE on 2023 SDE Collapse
Commission a Quality of Earnings report specifically focused on the 2023 EBITDA decline. The explanation must be verified before earnout or full payment.
High
Owner Transition Agreement — 12 Months
Require a 12-month paid transition period with defined customer introductions and knowledge transfer milestones. Owner's network IS the business at this stage.
Medium
Equipment Audit & Replacement Schedule
The sheet metal fab equipment is a key asset. An independent audit with a 5-year replacement schedule is required to price capital expenditure risk into the model.
Downside Scenario Model
Bear Case: GC contract is not renewed post-acquisition. Revenue drops 65% to ~$1.5M. At $1.9M purchase price, buyer is underwater within 18 months without immediate customer diversification.
Scenario
Revenue
SDE
Payback @ $1.9M
Bull (GC retained + growth)
$5.2M
$900K
2.1 years
Base (GC retained, flat)
$4.4M
$740K
2.7 years
Bear (GC lost after 12mo)
$1.5M
$180K
10.6 years ⚠
Catastrophic (GC + license fail)
$800K
-$40K
Never ✗
BRIT Framework Scores
BRIT = Business quality · Risk profile · Investment return · Transfer complexity. Each dimension scored 0–25. Composite: 62/100 — viable with conditions.