01 · Overview
$2.35M buys $742K of owner earnings, at 3.17× with $290K in cash to close
The price includes the vans, the tools, $64,000 of parts inventory and every customer agreement. The building is leased and is not part of the sale.
The offering
- Business
- Commercial HVAC service, maintenance and replacement
- Founded
- 2008
- Employees
- 14, including the owner
- Sale type
- Asset sale
- Included
- Equipment at $412,000, inventory at $64,000, name, phone numbers, contracts
- Real estate
- Leased from an unrelated landlord
- Reason for sale
- Retirement
- Transition
- 12 weeks of training, owner on call for 12 months
Financial snapshot, 2025
- Revenue
- $3,264,000
- Gross profit
- $1,371,000
- SDE
- $742,000
- SDE margin
- 22.7%
Financing: Illustrative SBA 7(a) loan
- Down payment
- $235,000 (10%)
- Borrowed
- $2,115,000
- Rate and term
- 10.5% over 10 years
- Loan payments per year
- $342,465
- Closing costs and working capital
- $55,000
- Cash to close
- $290,000
Terms are an illustration, not an offer of credit. A lender sets the real ones.
02 · Underwrite
At the asking price the business covers its debt 1.8 times after paying you $120K
These are your assumptions, not ours. Move them and the deal re-prices.
Price to SDE
3.17×
Cash to close
$290,000
Down payment plus $55,000 closing and working capital
Loan payments per year
$342,465
$2,115,000 borrowed
Debt coverage
1.82×
SDE less your salary, over loan payments. Lenders commonly look for 1.25× or better.
Left over each year
$239,535
After loan payments, your salary and the reserve
Return on cash
82.6%
Left over, divided by cash to close
Where each dollar of the $742,000 in 2025 SDE goes
- Loan payments
- $342,46546¢
- Your salary
- $120,00016¢
- Equipment reserve
- $40,0005¢
- Left over
- $239,53532¢
03 · Earnings
Owner earnings grew 49% in three years, from $498K to $742K
Revenue grew 35% over the same years. Earnings grew faster because agreement work carries a better margin than one-off repairs.
From reported net income to SDE, 2025
See each add-back and why it is thereHide the table
| Net income, as reported | $318,400 |
|---|---|
| Owner salaryTom's W-2 pay. A new owner sets their own. | +$165,000 |
| Owner taxes and benefitsPayroll taxes, health plan and retirement match on the owner's pay. | +$31,200 |
| DepreciationA non-cash charge, mostly on the vans. | +$96,400 |
| InterestOn the seller's equipment loans, which are paid off at closing. | +$52,000 |
| Owner vehicle and personalA personal truck, phone plans and travel run through the company. | +$43,000 |
| Software migrationA one-time move to new dispatch software in 2025. It does not recur. | +$36,000 |
| SDE | $742,000 |
4 years of revenue and earnings
2022
$498K
2023
$604K
2024
$671K
2025
$742K
See the adjusted statementsHide the table
| 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|
| Revenue | $2,412,000 | $2,781,000 | $3,018,000 | $3,264,000 |
| Cost of goods sold | $1,447,200 | $1,640,800 | $1,768,500 | $1,893,000 |
| Gross profit | $964,800 | $1,140,200 | $1,249,500 | $1,371,000 |
| Operating expenses | $763,800 | $944,200 | $962,000 | $1,052,600 |
| Net income | $201,000 | $196,000 | $287,500 | $318,400 |
| Add-backs | $297,000 | $408,000 | $383,500 | $423,600 |
| SDE | $498,000 | $604,000 | $671,000 | $742,000 |
| SDE margin | 20.6% | 21.7% | 22.2% | 22.7% |
Why 2023 net income dipped while revenue grew
Operating expenses in 2023 include $58,000 of legal fees and a settlement over a shipment of defective rooftop units from a supplier. The matter closed that year and the supplier was replaced. The $58,000 is added back in 2023 and nowhere else.
Why add-backs rose in 2025
The $36,000 software migration is a one-time cost. Without it, 2025 add-backs are $387,600, within $5,000 of 2024.
04 · Growth
Four levers the owner named add $306K a year, and the first two need no new customers
Tom named these. Each one is priced from his own records. None of them is in the asking price.
Today against the model
The model is an illustration of the levers below at the stated assumptions. It is not a forecast.
01Sell agreements to repair customers
+$79K
Today
212 agreements
Model
300 agreements
88 more agreements at $2,150 a year and a 42% margin. 428 current customers have no agreement.
02Bring the labor rate to market
+$105K
Today
$138 an hour
Model
$149 an hour
9,600 billed hours a year at $11 more. The rate has not moved since 2022.
03Add a second install crew
+$88K
Today
1 crew, 7-week backlog
Model
2 crews
$420,000 of added replacement revenue at a 21% contribution. The backlog already exists.
04Sell more controls retrofits
+$34K
Today
5% of revenue
Model
8% of revenue
$98,000 of added revenue at a 35% contribution. One technician is certified today.
05 · Flags
Six questions a buyer will ask, answered here first
- 01
One customer is 14% of revenue. What happens if they leave?
The customer owns nine medical office buildings and has used Northlight for 11 years. The current agreement runs through 2028. If it ended, SDE would fall by about $95,000 and the business would still cover the illustrated debt. The top ten customers together are 38% of revenue.
- 02
The contractor license is in the owner's name. Can I operate?
The service manager has held his own mechanical contractor license since 2021 and intends to stay. Tom will also remain the license qualifier for up to 12 months while the buyer qualifies.
- 03
Why did net income fall in 2023?
A $58,000 legal cost over defective equipment from a supplier. It closed in 2023. Without it, 2023 net income is $254,000, up from $201,000 the year before.
- 04
Will the technicians stay?
Nobody can promise that. What the record shows: no technician has left in 24 months, average tenure is 5.4 years, and pay was raised to the local market rate in 2024. None of them has been told about the sale.
- 05
How long is the lease?
It runs through August 2029 with one five-year option at a rent set by formula. Assignment needs the landlord's consent, which the lease says cannot be unreasonably withheld.
- 06
How old is the fleet?
Nine vans averaging 4.1 years. Three were replaced in 2024 and 2025. Two are past 150,000 miles and should be replaced within two years, at about $55,000 each.
06 · Business
14 people, 9 vans and a seven-week install backlog
The work comes in by phone and by agreement schedule, and most of it is done the same week.
Facility and lease
- Space
- 9,200 sq ft shop, warehouse and office
- Rent
- $9,400 a month
- Lease
- Through August 2029, one five-year option
- Landlord
- Unrelated third party
The building is not for sale. The lease is the buyer's to assume.
How the work flows
01
Call or schedule
Agreement visits are booked a quarter ahead. Repair calls reach a dispatcher, not a voicemail.
02
Dispatch
Two dispatchers route six technicians. Most repair calls are answered within one business day.
03
Diagnose and repair
Technicians carry common parts on the van. 71% of calls close on the first visit.
04
Quote the replacement
Units past repair are quoted by the service manager and handed to the install crew.
05
Invoice
Invoices go out the day the work closes. Receivables average 34 days.
Services, by share of revenue
- Service and repair46%
- Replacement and install27%
- Maintenance agreements22%
- Controls retrofits5%
Team of 14
- 1OwnerSales to the largest accounts, estimating, license qualifier
- 1Service manager9 years with the company, licensed, runs daily operations
- 2Dispatch and office
- 6Service techniciansAverage tenure 5.4 years
- 3Install crew
- 1Controls technician
Assets in the sale
- Vans
- 9, average age 4.1 years
- Equipment and tools
- $412,000 at fair market value
- Broker's estimate. An equipment list is in the data room.
- Parts inventory
- $64,000 at cost
$186,000 already spent on equipment
| Year | Spent |
|---|---|
| 2023 · Two service vans | $48,000 |
| 2024 · One van, refrigerant recovery equipment, dispatch hardware | $71,000 |
| 2025 · Two vans and a material lift | $67,000 |
07 · Customers
640 accounts, and 91% of the 212 service agreements renew
Every customer is a commercial building. There is no residential work.
- Active accounts
- 640
- Service agreements
- 212
- Agreement renewal
- 91%
- Three-year average
- Average customer tenure
- 6.8 years
- Largest customer
- 14% of revenue
- Top ten customers
- 38% of revenue
Who they are, by share of revenue
- Medical and dental offices31%
- Retail and restaurants24%
- Light industrial19%
- Schools and churches14%
- Property managers12%
What marketing costs
Northlight spent $38,000 on marketing in 2025, which is 1.2% of revenue. Most new accounts come by referral from property managers and from the vans being seen on rooftops. There is no outside sales staff.
08 · Structure
An asset sale with 12 weeks of training and the owner on call for 12 months
- Structure
- Asset sale, free of debt
- Training
- 12 weeks full time, included in the price
- After training
- Owner available by phone and as license qualifier for 12 months
- Non-compete
- Five years, 75 miles
- Seller financing
- A note of up to 10% of the price will be considered
- Working capital
- Receivables and payables stay with the seller
09 · Seller
Tom Lindqvist built this over 17 years and wants to stop at 63
Tom was a rooftop technician for another contractor until 2008, when he bought one used van and took three of his customers with their blessing. Two of the three are still customers.
He never built a sales team. He answered the phone, showed up when he said he would, and let property managers pass his name along. That is why marketing is 1.2% of revenue, and it is also why the growth levers above are still on the table.
His wife retired last year. Neither of their children wants the business. He would rather sell to someone who will keep the crew than wind it down.
“I don't want the biggest check. I want the one from somebody my guys will still be working for in five years.”
10 · Market
3,900 commercial buildings, and the median rooftop unit is 14 years old
- Metro population
- 412,000
- Growing 1.6% a year
- Commercial buildings over 10,000 sq ft
- 3,900
- Median rooftop unit age
- 14 years
- Typical service life is 15 to 20
- Northlight's share of buildings
- 16%
Commercial heating and cooling is repair work that cannot be put off. A medical office with no air conditioning in July closes for the day.
Units installed in the building boom of the early 2010s are reaching the end of their service lives together. The phase-down of older refrigerants makes repair of those units more expensive each year, which pushes owners toward replacement.
11 · Reviews
4.8 stars across 312 public reviews
- 4.8
- 312 reviews
- Better Business Bureau
- A+
- Accredited since 2011
“They have looked after our nine buildings for over a decade. I have their dispatcher's name in my phone, not a call center.”
Facilities director, medical office group
“Unit died on a Friday in August. They had a temporary one running by Saturday noon.”
Restaurant owner
“The quote was not the cheapest. It was the only one that explained what we did not need.”
Church administrator
12 · Next
Three steps to a call with the owner
01
Tell the broker you are interested
Reply by email with a short note on your background and how you would fund the purchase.
02
A 30-minute call with the broker
Bring your questions. The data room with tax returns and the equipment list opens after this call.
03
Meet Tom
A call first, then an evening visit to the shop after the crew has gone home.
Example Business Advisors
13 · Legal
What you agreed to when you opened this
- 01This memorandum is confidential. You will not share it or discuss it with anyone other than your own advisors.
- 02You will not contact the business, its owner, its employees, its customers or its landlord. All contact goes through the broker.
- 03The information comes from the seller. The broker has not audited it and makes no warranty that it is accurate or complete.
- This memorandum is not an offer to sell securities or a solicitation of an offer to buy them.
- Figures for future periods are illustrations built on the stated assumptions. They are not forecasts or promises.
- A buyer must rely on their own investigation and their own advisors before making an offer.
- Financing terms shown are examples. Only a lender can offer credit.