Three Kinds of Phantom Revenue Sit in Every 2023 Building-Products Base Year
Public HVAC comps have finished repricing a demand pull-forward that private marks and covenant tests still capitalize, and the natural strategic buyer wins every banked process on cost of capital.
Why the unwind hits leverage before it hits the growth story
Pull-forward volume and A2L pre-buy revenue inflated the 2023 base, and OEM price pass-through inflated margin with it. Post-pandemic OEM price increases flow through a distributor's P&L on far better economics than volume growth does. The A2L refrigerant transition pulled orders forward while supply chains were snarled, which is the condition under which a distributor's pricing power looks strongest (and the condition that does not repeat). Strip roughly 15% of phantom EBITDA out of an entry model and the leverage multiple the deal was approved at rises by about the same proportion. No covenant gets tested.
So the existing book gets normalized before anyone looks at a new deal, and the allocation cost is real: diligence hours go to re-underwriting marks instead of sourcing. That base year sits in the mark and the covenant headroom, and in the exit assumption on any platform being taken to market.
Watsco's cost of capital wins the banked processes
The consolidation math is real: 2,000+ independent regional distributors against a leader holding only about 20% of residential systems. That leader carries very little debt and clears 15%+ ROIC, so it wins any banked process on cost of capital alone. The edge for a levered buyer is proprietary sourcing in states the leader has not entered, since 50-state coverage remains incomplete, from owners who sell into platform breadth and parts availability they cannot build themselves.
The same file names the terminal risk. E-commerce accounts for a third of the leader's revenue across a 120,000+ contractor network, which is the best public evidence anywhere of how deep workflow penetration runs in a trades channel and also the precise revenue base that OEM direct-to-contractor selling threatens. The digital front end is the moat and the disintermediation vector at once.
Shein prints the same lesson with a different distortion
The second mechanism is policy rather than pull-forward, and it clears at a harsher number. Shein's disclosures tie a shrinking U.S. business in the first quarter to the repeal of the sub-$800 de minimis exemption, the rule that let a cross-border parcel enter duty-free. Duty-free treatment was doing the work the merchandising got credit for. Cross-border commerce inherits that discount rate whether anyone volunteers it or not, and so do DTC-import and import-logistics positions. The listing price is the comparable now, rather than a 2022 round.
Revenue produced by a rule change is worth less than revenue produced by a customer, and a growth rate does not distinguish between them.
Where the reads agree, and what to discount
Both reads converge from opposite ends of the market: public comps have absorbed conditions that private marks still capitalize, and the index gives no cover. The S&P 500 rose 3.6% over a trailing one-month window with the Fear & Greed Index at Neutral. Idiosyncratic de-ratings inside a calm index are where stale private comps do the most damage, because nothing in the LP conversation forces the question.
The Watsco figures are relayed second-hand from charting services and investor-relations decks, so treat the drawdown and the ROIC as directional until pulled first-hand. And the bull case is an assumption stack: a $10B revenue target times an assumed 8% net margin times an assumed 25x forward multiple gives $20B and 56% upside, with no stated time horizon. The horizon decides whether 56% reads as attractive or embarrassing, and it is the one input the memo leaves out. That verdict may be too harsh, since a near exit year makes the arithmetic fine, but where the assumed exit multiple supplies most of the modeled IRR the same treatment applies.
What to do
Commission a base-year normalization pass on every HVAC, refrigeration and building-products holding before the next ops committee: strip pull-forward volume, A2L pre-buy revenue and OEM price pass-through, then restate entry leverage against the clean base.
Re-anchor entry multiples on every live HVAC and residential-services LOI to the post-de-rating public comp this quarter, and re-run exit assumptions on any building-products platform being marketed this year.
Build a proprietary sourcing map of independent HVAC/R distributors in states the largest strategic has not yet entered, and route add-on sourcing there instead of into banked processes.