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Sedgemoor Business Advisors · Confidential

Illustrative sample. Heldrake Mechanical LLC, its owner, its customers and Sedgemoor Business Advisors are fictional; any resemblance to real businesses or people is coincidental.

Confidential Information Memorandum — Heldrake Mechanical LLC

Confidential — for review by qualified parties under executed NDA only.

Executive Summary

Heldrake Mechanical LLC is a commercial HVAC service and preventative-maintenance contractor based in Fairhollow, Indiana, operating for seventeen years since its 2009 founding and distinguished by a recurring base of 64 contracted maintenance sites with an average tenure the seller reports at about seven years. The company serves K-12 and municipal buildings, medical and outpatient offices, light industrial and warehouse facilities, and other commercial properties. Its work centers on rooftop-unit service, chiller and boiler maintenance, controls troubleshooting, and planned equipment replacement rather than new construction. Quinlan Voss owns 100% of the company, serves as President, and leads customer relationships, estimating, and field quality, supported by seventeen full-time employees.

Certified gross receipts rose from $2,085,000 in 2023 to $2,240,000 in 2024 and $2,412,000 in 2025, and gross profit reached $1,568,000 in the 2025 trailing year. Net income improved over the same period to $132,600 in 2025. Certified normalized seller's discretionary earnings for 2025 stand at $269,000, after deducting a $125,000 replacement salary for the owner's role. Through June 30, 2026, gross receipts totaled $1,268,000 and net income reached $96,000, indicating that the operating trend has carried into the current year.

The revenue base is balanced across service lines, with maintenance contracts representing 46% of 2025 revenue by the seller's estimate, demand service and repair 38%, and planned retrofit 16%. Per the customer revenue summary, contracted sites grew from 57 at the end of 2023 to 64 at the end of 2025, and 94% of sites active throughout 2025 renewed. The largest customer represented about 11% of 2025 revenue, and no customer beyond the top two exceeds 6%, per the completed intake form. The field team is seasoned, with five of the eight service technicians carrying five or more years of tenure with the company.

The seller has indicated a price expectation of $1,350,000, with shop and office premises leased and no real estate included in the offering. Vehicle and equipment notes of about $144,000 at December 31, 2025 may be assumed or paid at the buyer's option. Quinlan Voss has offered 90 days of full-time transition, followed by up to nine months of availability by phone and for key-account introductions to support continuity.

Company Overview

Heldrake Mechanical LLC is a limited liability company that elects S-corporation taxation and files federal Form 1120-S returns. Founded in 2009 and based in Fairhollow, Indiana, the company provides commercial HVAC service, preventative-maintenance contracts, and light retrofit work for school and municipal facilities, medical offices, light industrial buildings, and other commercial properties. The seller reports that new construction is not a line of business, which keeps the company focused on recurring service relationships with building owners and facility managers rather than on project bidding against general contractors.

Quinlan Voss holds 100% of the ownership interest and serves as President, with direct responsibility for customer relationships, estimating, and field quality oversight. The organization comprises eighteen people including the owner, consisting of eight service technicians, three installer helpers, two dispatch and customer-service staff, one parts and warehouse employee, one estimator and project coordinator, an office manager, and a bookkeeper. All seventeen employees on the January 31, 2026 roster are full-time, and four technicians hold EPA Section 608 universal certification.

In 2025 the company recorded certified gross receipts of $2,412,000 and gross profit of $1,568,000, with net income of $132,600. At December 31, 2025 the company held 64 active maintenance-contract sites, and the seller reports an average contract tenure of about seven years. The fleet consists of eight fully stocked service vans and two box trucks, supported by recovery machines, vacuum pumps, and diagnostic tools for rooftop and hydronic work, with a seller-estimated replacement value of $310,000 for vehicles, tools, and shop equipment.

The company operates from leased shop, parts, and office premises in Fairhollow under a lease running through June 30, 2028, with annual rent of $88,800 in 2025. Operations run on cloud-based dispatch and invoicing software, mapping tools, and an office productivity suite, with no on-premises servers to maintain or migrate at closing.

History and Milestones

Heldrake Mechanical LLC was founded in 2009 in Fairhollow, Indiana, and has operated continuously under the ownership of Quinlan Voss since that time, building a commercial service practice concentrated on maintenance contracts and repair work for existing buildings. A detailed narrative of the company's early years, including its original service offering and the timing of its expansion into chiller, boiler, and controls work, was not provided in the material supplied for this memorandum.

The workforce record offers a useful view of the company's development, since the longest-tenured service technician has been with the company for 14 years and a second technician for 11 years. The office manager has served for 10 years and the senior dispatcher for 9 years, indicating that the core of the field and office organization was assembled well before the current reporting period and has remained stable through ownership's continued involvement.

The recent record shows steady progress across the three certified years. Contracted maintenance sites grew from 57 at year-end 2023 to 61 at year-end 2024 and 64 at year-end 2025, per the seller-prepared customer revenue summary. Over the same span, certified gross receipts increased from $2,085,000 in 2023 to $2,240,000 in 2024 and $2,412,000 in 2025, while net income advanced from $32,800 to $52,300 and then $132,600.

Several other milestones mark the period. The current facility lease commenced on July 1, 2023 for a five-year term with one five-year renewal option. In 2024 the company resolved a warranty-defense matter through a $22,000 settlement, which the broker add-back memo characterizes as non-recurring. The seller reports that the after-hours service rate has remained unchanged since 2022, and the company entered 2026 with gross receipts of $1,268,000 through June 30.

Products and Services

Heldrake Mechanical LLC delivers commercial HVAC services across three lines that together produced certified gross receipts of $2,412,000 in 2025. The seller estimates that maintenance contracts accounted for 46% of 2025 revenue, demand service and repair for 38%, and planned retrofit and replacement for 16%, a mix confirmed in the seller-prepared customer revenue summary. The company does not pursue new construction, concentrating instead on the installed equipment base of existing commercial buildings.

Preventative-maintenance contracts form the foundation of the business, covering 64 active sites at December 31, 2025. Contracted work includes scheduled rooftop-unit service, chiller and boiler maintenance, filter and belt programs, and controls checks performed on a recurring cycle. These agreements give customers predictable upkeep and give the company forward visibility into technician scheduling, and the seller reports an average contract tenure of about seven years together with 2025 renewal of 94% of sites active all year.

Demand service and repair addresses equipment failures, comfort complaints, and controls faults as they arise, including after-hours calls billed at a dedicated rate. Contract relationships tend to channel repair calls back to the company, since its technicians already know the equipment at each site and maintain service histories in the dispatch system. The seller reports that the after-hours rate has not changed since 2022.

Planned retrofit and replacement work covers the scheduled replacement of aging rooftop units, boilers, and related components, typically identified during maintenance visits and quoted by the estimator and project coordinator under the owner's direction. This line converts the company's field knowledge of each building into project revenue without requiring the bid exposure associated with new construction.

Service delivery relies on eight stocked service vans, two box trucks, and specialized recovery, evacuation, and diagnostic equipment, which the seller values at $310,000 on a replacement basis. Cost of goods sold, covering parts, equipment, and direct materials, was $844,000 in 2025, yielding gross profit of $1,568,000. Margin by service line was not provided.

Market and Industry

Commercial HVAC service contractors are generally classified under NAICS code 238220, Plumbing, Heating, and Air-Conditioning Contractors, which spans firms that install, service, and repair heating, ventilation, air-conditioning, and refrigeration systems. Service-focused contractors occupy the segment of this classification devoted to the installed base of existing buildings, distinct from firms whose revenue depends primarily on new construction activity and the associated bidding cycle with general contractors.

The industry operates within a defined regulatory framework. Technicians who handle refrigerants must hold certification under Section 608 of the federal Clean Air Act, administered by the Environmental Protection Agency, which also governs refrigerant recovery, recycling, and leak management. The ongoing federal phasedown of hydrofluorocarbon refrigerants under the American Innovation and Manufacturing Act is reshaping equipment selection and service practices. Mechanical contractor licensing, building codes, and inspection requirements are typically administered at the state or local level, and ventilation and energy standards published by ASHRAE inform design and maintenance practice across commercial facilities.

Demand for commercial HVAC service is driven by the aging of installed equipment, the operational necessity of climate control in schools, healthcare settings, and warehouses, and rising attention to indoor air quality and energy efficiency. Because heating and cooling failures disrupt occupancy, building owners tend to treat maintenance and repair as non-discretionary spending, which makes service revenue more resilient across economic cycles than construction-dependent work. Refrigerant transitions and efficiency upgrades also generate planned replacement activity as older systems reach the end of their useful lives.

The industry is highly fragmented, consisting largely of owner-operated regional firms alongside a smaller number of national service organizations. In recent years, consolidators and private-equity-backed platforms have actively acquired established regional contractors with recurring maintenance agreements. The availability of qualified technicians remains a persistent constraint industrywide, so firms with stable, experienced field staff are generally regarded as holding a meaningful operating advantage.

Customer Base

Heldrake Mechanical LLC serves a diversified roster of commercial building owners and operators, with 64 active maintenance-contract sites at December 31, 2025, up from 57 at year-end 2023 and 61 at year-end 2024, per the seller-prepared customer revenue summary. By segment, the 2025 site base comprised 21 light industrial and warehouse sites, 18 K-12 and municipal sites, 14 medical and outpatient sites, and 11 other commercial sites, giving the company exposure to several end markets with differing seasonal and budget patterns.

Customer concentration is moderate. Per the completed intake form, Pellham Community Schools represented about 11% of 2025 revenue, or about $265,000, and Oakmere Medical Plaza represented about 8%, or about $193,000, both as seller estimates. No other customer exceeds 6% of revenue, and the top five customers together accounted for 34% of 2025 revenue. Against certified 2025 gross receipts of $2,412,000, the balance of revenue is spread across a broad group of contract and demand-service accounts.

Retention is a defining strength of the customer base. The customer revenue summary reports that 94% of sites active throughout 2025 renewed their maintenance agreements, and the seller reports an average contract tenure of about seven years. The institutional character of much of the base, including school districts, municipal facilities, and outpatient medical practices, tends to favor continuity once a service provider is established and familiar with a building's equipment, controls, and access procedures.

The seller has emphasized relationship continuity in the sale, offering key-account introductions during a transition period of up to twelve months in total. Quinlan Voss currently leads customer relationships and estimating, so the planned introductions to the largest accounts, together with the long tenure of the dispatch and office staff who handle day-to-day customer contact, support the transfer of these relationships. The underlying contract documents, including renewal terms, pricing escalators, and assignment provisions, were not provided in the material reviewed.

Operations and Facilities

Heldrake Mechanical LLC operates from a leased shop, parts cage, and office facility in Fairhollow, Indiana, which serves as the base for dispatch, parts staging, vehicle loading, and administration. The lease runs from July 1, 2023 through June 30, 2028 with one five-year renewal option, and certified rent expense was $84,000 in 2023, $86,400 in 2024, and $88,800 in 2025, matching monthly base rent of $7,000, $7,200, and $7,400 respectively.

Field operations are organized around eight service technicians and three installer helpers, who perform scheduled maintenance, demand repairs, and planned replacement work across the customer base. Two dispatch and customer-service staff coordinate calls and route technicians, while a parts and warehouse employee manages inventory and van restocking. An estimator and project coordinator prepares retrofit quotations and schedules installation work under the direction of Quinlan Voss, who oversees field quality.

The fleet and equipment base consists of eight fully stocked service vans and two box trucks, together with refrigerant recovery machines, vacuum pumps, and diagnostic tools suited to rooftop and hydronic systems. The seller estimates the replacement value of vehicles, tools, and shop equipment at $310,000, against notes payable of about $144,000 at year-end 2025. Certified depreciation was $48,000 in 2023, $52,000 in 2024, and $55,000 in 2025, and interest expense declined from $18,600 in 2023 to $14,400 in 2025 as the notes amortized.

The company runs on cloud-based dispatch and invoicing software, supplemented by mapping tools and an office productivity suite, and maintains no on-premises servers. This arrangement supports service histories by site, technician routing, and billing without hardware that would require replacement or migration in an ownership change.

Cost of goods sold, covering parts, equipment, and direct materials, was $730,000 in 2023, $784,000 in 2024, and $844,000 in 2025, rising in line with revenue. A seasonal operating line of credit is available and, per the seller, remains undrawn, indicating that day-to-day working capital needs have been met from operating cash flow.

Management and Employees

Quinlan Voss is the sole owner and President of Heldrake Mechanical LLC, with responsibility for customer relationships, estimating, and field quality. Certified officer compensation was $180,000 in each of 2023, 2024, and 2025 and $90,000 for the first half of 2026. The certified normalization deducts a $125,000 replacement salary for a general manager performing the owner's functions, which the spread treats as the market cost of the role going forward.

The employee roster as of January 31, 2026 lists seventeen full-time employees, excluding the owner. The eight service technicians carry tenures of 14, 11, 8, 6, 5, 3, 2, and 1 years, giving the company both a seasoned senior group and a developing bench of newer technicians. Four technicians hold EPA Section 608 universal certification, which permits work on all classes of refrigerant equipment. The three installer helpers have tenures of 7, 4, and 2 years.

The office and support staff show similar stability. The office manager has served for 10 years, one dispatcher for 9 years and the other for 3 years, the parts and warehouse employee for 6 years, the estimator and project coordinator for 5 years, and the bookkeeper for 4 years. This depth in dispatch, estimating, and administration distributes operational knowledge beyond the owner and supports continuity of customer contact through a transition.

Certified salaries and wages, excluding officer compensation, were $762,000 in 2023, $798,000 in 2024, and $834,000 in 2025, with $426,000 recorded through June 30, 2026. Individual pay rates, benefits, and any employment or non-compete agreements were not provided. The seller reports that retaining the technician team is a priority in the sale, and the estimator role provides a foundation for transferring the owner's estimating responsibilities under new ownership.

Financial Performance

The financial figures in this memorandum derive exclusively from the certified spread prepared by Sedgemoor Business Advisors and are not to be re-derived from source documents. Heldrake Mechanical LLC has delivered three consecutive years of revenue growth on a certified basis. Gross receipts were $2,085,000 in 2023, $2,240,000 in 2024, and $2,412,000 in 2025, an increase of $155,000 from 2023 to 2024 and $172,000 from 2024 to 2025. For the six months ended June 30, 2026, gross receipts were $1,268,000.

Cost of goods sold was $730,000 in 2023, $784,000 in 2024, and $844,000 in 2025, and $444,000 in the 2026 interim period. Gross profit accordingly rose from $1,355,000 in 2023 to $1,456,000 in 2024 and $1,568,000 in 2025, increases of $101,000 and $112,000 respectively, with gross profit of $824,000 through June 30, 2026. Direct costs have scaled closely with revenue, so the gross margin has remained consistent across the period.

Labor is the largest operating expense. Salaries and wages were $762,000 in 2023, $798,000 in 2024, and $834,000 in 2025, and $426,000 in the 2026 interim. Officer compensation was held at $180,000 in each of 2023, 2024, and 2025, with $90,000 recorded in the 2026 interim. Rent was $84,000 in 2023, $86,400 in 2024, and $88,800 in 2025, and $44,400 in the 2026 interim, consistent with the scheduled base rent in the facility lease.

Non-cash and financing charges have been modest. Depreciation was $48,000 in 2023, $52,000 in 2024, and $55,000 in 2025, and $27,500 in the 2026 interim. Interest expense declined from $18,600 in 2023 to $16,200 in 2024 and $14,400 in 2025, and was $6,800 in the 2026 interim, reflecting amortization of vehicle and equipment notes.

Net income improved markedly across the period, from $32,800 in 2023 to $52,300 in 2024 and $132,600 in 2025, and reached $96,000 for the six months ended June 30, 2026. The 2024 result absorbed a $22,000 warranty-defense settlement that the broker add-back memo identifies as non-recurring, and 2025 benefited from revenue growth outpacing increases in labor and occupancy costs.

The interim period indicates continued momentum, with first-half 2026 gross receipts of $1,268,000 and net income of $96,000. A comparable prior-year interim statement was not provided, so seasonality within the year cannot yet be measured against a like period. Balance sheet detail, including receivables, inventory, and working capital levels, was not included in the material reviewed.

SDE Recast and Add-Backs

Seller's discretionary earnings for Heldrake Mechanical LLC have been recast on a certified basis for 2023, 2024, and 2025. The recast begins with an SDE floor equal to net income plus officer compensation, depreciation, and interest, adds documented one-time adjustments to reach full SDE, and then deducts a $125,000 replacement salary to arrive at normalized SDE. The certified normalized SDE was $166,400 in 2023, $209,500 in 2024, and $269,000 in 2025.

The certified bridge for each year is as follows:

The one-time adjustments are drawn from the broker add-back memo. In each full year they include a household vehicle's lease and insurance of $12,000 recorded within auto and truck expense, which the memo documents as personal. The 2024 figure of $34,000 additionally includes a $22,000 warranty-defense settlement within legal and professional services, which the memo documents as non-recurring. These items are already contained in the certified one-time adjustment line and are not added again.

Officer compensation of $180,000 is added back in full within the SDE floor, and the $125,000 replacement salary is then deducted. The resulting officer-compensation excess add-back of $55,000 in each of 2023, 2024, and 2025 is therefore already embedded in normalized SDE rather than being an additional adjustment. Salaries and wages paid to non-owner staff, $834,000 in 2025, are treated as ordinary operating costs and are not added back.

For the six months ended June 30, 2026, the certified components are net income of $96,000, officer compensation of $90,000, depreciation of $27,500, and interest of $6,800, and the broker memo identifies a $6,000 interim personal auto expense. A certified interim SDE bridge was not prepared, so the 2025 normalized SDE of $269,000 serves as the trailing reference figure for valuation.

Growth Opportunities

Heldrake Mechanical LLC enters an ownership transition with several identifiable avenues for growth, most of which build on the existing technician team, contract base, and dispatch infrastructure rather than requiring new lines of business. The seller has identified three specific initiatives, and the company's operating profile suggests further opportunities to extend revenue from its established customer relationships across Fairhollow and the surrounding region.

The first seller-identified opportunity is the addition of a second-shift emergency crew. Demand service and repair represented 38% of 2025 revenue by the seller's estimate, and a dedicated evening crew would allow the company to respond to after-hours failures without drawing day-shift technicians off scheduled maintenance. Because salaries and wages were $834,000 in 2025, a new crew represents a measured incremental investment against a revenue line that already accounts for a substantial share of certified gross receipts of $2,412,000.

The second opportunity is expanded bidding on school-district preventative-maintenance requests for proposals in the neighboring county. The company already serves 18 K-12 and municipal sites, giving it relevant references, familiarity with public procurement, and experience with institutional facility schedules. Extending into an adjacent county would leverage this track record and could add contracted sites with the long tenure that characterizes the existing base.

The third opportunity is a review of the after-hours service rate, which the seller reports has remained unchanged since 2022. Labor, parts, and occupancy costs have risen over the intervening years, with rent increasing from $84,000 in 2023 to $88,800 in 2025, so a rate adjustment aligned with current market levels could improve the profitability of emergency work with limited operational change.

Beyond these initiatives, the maintenance base offers a natural channel for planned retrofit and replacement work, which represented 16% of 2025 revenue. As equipment across the 64 contracted sites ages, systematic capital-planning proposals prepared by the estimator could convert maintenance findings into scheduled replacement projects. Converting demand-service customers into maintenance agreements would likewise increase recurring revenue and smooth technician utilization.

These opportunities rest on a certified 2025 normalized SDE of $269,000 and a stable workforce. Expanding refrigerant certification among the four technicians who do not yet hold universal credentials, beyond the four who already do, would further broaden scheduling flexibility as volume grows.

Transaction Structure

The seller has indicated a price expectation of $1,350,000 for Heldrake Mechanical LLC. Whether the transaction will be structured as a purchase of assets or of membership interests was not specified in the material provided, and the allocation of the purchase price among equipment, goodwill, and other asset classes has not been established. The basis on which working capital, receivables, and parts inventory would be delivered at closing was also not provided.

Vehicle and equipment notes held by a credit union lender totaled about $144,000 at December 31, 2025 and, per the seller, may be assumed or paid at the buyer's option. These notes are secured against the fleet and equipment, which the seller values at $310,000 on a replacement basis. Interest expense on the notes was $14,400 in 2025. A seasonal operating line of credit is available to the company and is reported by the seller as undrawn.

The seller has offered a transition consisting of 90 days of full-time involvement, followed by up to nine months of availability by phone and for key-account introductions. This structure is designed to transfer the owner's customer relationships, estimating practices, and field quality standards to new ownership, and it aligns with the seller's stated aim of placing the business with a buyer who will retain the technician team.

The facility lease permits assignment with landlord consent, which may not be unreasonably withheld, and the landlord is unaffiliated with the owner. Base rent was $7,400 per month in 2025. Terms relating to seller financing, earn-out provisions, non-competition covenants, and any escrow or holdback arrangements were not provided and remain subject to negotiation between the parties.

Real Estate

No real estate is included in the offering. Heldrake Mechanical LLC leases its shop, parts cage, and office premises in Fairhollow, Indiana from a landlord unaffiliated with the owner. The lease term runs from July 1, 2023 through June 30, 2028 and includes one five-year renewal option, providing occupancy continuity well beyond an anticipated closing date.

Base rent was $7,000 per month in 2023, $7,200 per month in 2024, and $7,400 per month in 2025, corresponding to certified rent expense of $84,000, $86,400, and $88,800 for those years, and rent of $44,400 was recorded for the six months ended June 30, 2026. Assignment of the lease requires landlord consent, which may not be unreasonably withheld. The precise square footage of the premises was not legible in the lease summary provided, and the scheduled base rent for 2026 onward and the renewal-period rent terms were not provided.

Reason for Sale

Per the completed intake form, Quinlan Voss plans to step back from day-to-day operations over the next two years. The seller reports a strong preference for a buyer who will retain the company's technicians, reflecting the long tenure of the field team and the role those employees play in the company's customer relationships and service quality.

The seller has not indicated any operational, financial, or competitive concern as a factor in the decision, and no other motive for the sale was provided in the material reviewed. The timing coincides with three consecutive years of certified revenue growth, from $2,085,000 in 2023 to $2,412,000 in 2025, and with net income reaching $96,000 in the first six months of 2026.

Consistent with a planned, gradual exit, Quinlan Voss has offered 90 days of full-time transition support followed by up to nine months of availability by phone and for introductions to key accounts. This arrangement allows the owner's relationships and estimating knowledge to be transferred deliberately, while the established office manager, dispatch staff, and estimator provide day-to-day continuity throughout the handover.

Appendix — Supporting Documents

The financial figures in this memorandum derive exclusively from the certified spread prepared by Sedgemoor Business Advisors and are not to be re-derived from source documents. The seller intake form, completed in March 2026, records the owner's description of the business, its ownership, workforce, customers, debt, and proposed transition. The federal Form 1120-S returns cover tax years 2023 through 2025. The year-to-date profit and loss statement covers the period from January 1 through June 30, 2026.

The facility lease summary describes the lease for the company's shop and office premises for the term July 1, 2023 through June 30, 2028. The customer revenue summary, prepared by the seller, covers calendar years 2023 through 2025. The employee roster is stated as of January 31, 2026, and the systems and equipment list is stated as of December 31, 2025.

The broker add-back memo, dated March 2026, addresses the adjustments applied in recasting seller's discretionary earnings. The certified financial spread covers fiscal years 2023 through 2025 and the 2026 year-to-date period, and it serves as the basis for the certified income statement and seller's discretionary earnings figures presented in this memorandum. Each document is available to qualified buyers for review under the executed confidentiality agreement.

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Sample document produced by RapidCIM for a fictional company. Heldrake Mechanical LLC, its owner, its customers and Sedgemoor Business Advisors are invented. Any resemblance to real businesses or people is coincidental.