Out of the Truck

He Left a Private Equity HVAC Company, Then Bought a Retiring Owner’s Shop

Episode 04Frank Mares, Proactive Air Conditioning

If you own an independent HVAC company, more of your callers now open with the same question. Are you family-owned, or part of something bigger? Private equity is buying HVAC companies all over the country, and homeowners notice when every visit ends in an estimate.

Frank Mares saw that as an opening. On this episode of Out of the Truck, Sarah Gonzales sits down with the owner of Proactive Air Conditioning, a Dallas technician with 15+ years of experience. He started his own company after the one he worked for took private equity money. In this episode, we talk about selling without pushing, giving technicians a stake in the business, and buying out a local owner who was ready to retire.

Frank Mares
Frank MaresProactive Air Conditioning

About the guest. Francisco “Frank” Mares founded Proactive Air Conditioning, the Dallas HVAC company he has run since October 2022. Born and raised in Dallas, he worked his way from maintenance technician to lead technician at another Dallas company before starting his own HVAC company. He runs the business by the numbers and reinvests what it earns.

What You’ll Learn in This Episode

  1. 01
    What changed when investors bought in. Owners in the office gave way to an estimate on every call.
  2. 02
    How to talk to a homeowner who asked AI first. Connect what they read to how their own attic or closet install works.
  3. 03
    Repair or replace, decided by the homeowner’s plans. Two years in the house calls for a repair, seven or more for a new system.
  4. 04
    How phantom equity works in a two-technician shop. Salary, a year-end profit bonus, and a share of any future sale.
  5. 05
    Why he planned for the worst case before he quit, and how he got through a slow first winter.
  6. 06
    How he found his first acquisition on BizBuySell, and why the owner’s letter to customers mattered.
  7. 07
    Why owner-run shops rarely earn big EBITDA multiples, and the tax question that sank a deal he nearly closed.

What Changes When Private Equity Buys an HVAC Company?

When private equity buys an HVAC company, Frank says the pressure to sell reaches every call. He joined his old company when it had about seven technicians and the owners still worked in the office. Once investors came in, technicians had to write an estimate on every visit, even on a two-year-old unit.

Then came training on how to keep selling after a customer says no. Frank had been on the other end of that pitch at 17, at a fair, and bought something he didn’t want. “I don’t like that being done to me,” he tells Sarah. “So I don’t like to do it to other people.”

His own approach starts with one question: how long will you stay in the home? For a couple of years, he’ll repair the system. For seven years or more, he recommends a new one and fixes undersized ductwork while he’s there.

Homeowners have noticed the difference. More of them now ask whether a company is family-owned, and plenty ask AI about their system before they call. Frank connects that research to the house in front of him, because what works on paper changes in an attic or a closet.

Can a Small HVAC Company Offer Technicians Phantom Equity?

Yes, a small HVAC company can offer phantom equity, and Frank does it at Proactive Air Conditioning with two full-time technicians. Phantom equity is a written promise of a share of the sale price if the company is ever sold, without handing over actual shares. Frank writes it into the contract for the people he wants to keep.

What his technicians getHow it works
SalaryThe same pay in a slow winter as in a busy summer
Year-end bonusA percentage of the profit
Phantom equityVests after five years, and builds by at least 1% a year when the technician meets their numbers, up to the amount agreed
The numbersWork ethic, showing up on time, and callback volume

The salary takes the worry out of winter. The equity gives his technicians a reason to care for the customers, the trucks, and the company as if they owned it. Frank saw too much turnover at larger companies, and he wants every hire to stay.

Carrying salaries takes cash, so Frank planned for it before he quit. He calls himself frugal, saved hard, and ran his start-up numbers as worst-case scenarios. His first winter was slow anyway, and his advice is to stay calm and avoid irrational decisions.

Some of the equity idea came from other businesses he heard about on drive-time podcasts. PBD Podcast, Owned and Operated, and Michael E. Gerber’s The E-Myth are the ones he names.

Frank’s equity plan started with another owner’s idea. Yours could too.

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How Do You Buy an Existing HVAC Business?

Frank bought an existing HVAC business through BizBuySell, where the owner, about to retire, had listed it himself. The owner was 71 or 72 and still climbing into attics. He’d been an engineer and got into HVAC after learning what it cost to service his own rental property.

He grew by word of mouth and the Nextdoor app, mostly on repairs, and never upsold. As Frank describes him, “If all you needed was a capacitor, he would replace the capacitor.” Another buyer worked with the owner all summer and then disappeared, so in the winter the owner came back to Frank.

Frank paid in December, a large sum for him then, and struggled through the first months before the work picked up. The owner had spent two to three years telling customers he’d only sell to someone who would treat them right. He wrote them a letter introducing Frank, and customers read it alongside the reviews.

Once Proactive Air Conditioning gets in the door, Frank expects to keep the customer.

What Is a Small, Owner-Run HVAC Business Worth?

A small, owner-run HVAC business is usually worth less than its owner hopes. Sarah says sellers under $1 million often expect three, five, or eight times EBITDA, the earnings figure buyers use to price a company. Frank’s answer is that those multiples belong to companies that run without their owner.

When the owner is also the technician, the buyer has to replace his salary and his work. So the asking price has to account for that.

His second deal came close, then fell apart over how the price was split between equipment and the rest of the business. The seller’s split would have left Frank with a tax bill he wasn’t comfortable carrying into the slow months. He says he kind of regrets walking away now.

Frank isn’t finished buying. Sarah pointed him toward SBA loans, backed by the U.S. Small Business Administration, and now he’s looking at companies priced in the millions. He expects a little over $1 million in revenue this year. Next year, he hopes to hire another technician or two and at least double it.

Bought a company, or built one worth buying? Tell the story on the show.

Transcript

Sarah Gonzales

Hi, welcome to the Out of the Truck podcast. I’m your host, Sarah Gonzales. This is where we sit down with HVAC leaders for honest conversations to help you grow your company, lead your team with confidence, and get ahead in a fast-changing market. Really excited to welcome today Frank Mares, owner and supervisor of Proactive Air Conditioning in Dallas. Frank is an incredible entrepreneur who has built a great company in a hyper-competitive market. So we’re going to hear about that today from him. Frank, welcome, it’s great to have you.

Francisco Mares

Hey, Sarah, thank you for having me. It’s great to talk to you again. It’s been a little while.

Sarah Gonzales

Yeah, it’s always, I know it’s been a while. It’s always good to see you. Was, I was excited to have the opportunity to catch up. Frank, can you introduce yourself to the audience and tell us a little bit about Proactive and also your journey to building this business.

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