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ISSUE #048 · APRIL 15, 2026
Albany Metro HVAC.
Buy it, or walk?
$4.36M REVENUE · 17 EMPLOYEES · ASKING $2.4M · 18YR OLD
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 VERDICT Conditional Buy @ $1.9M
DEAL_TEARDOWN · #048PART 1 OF 2
$740K
2025 SDE
3.24x
Ask Mult
$1.9M
Target
Revenue · 2021–20252023 dip
'21'22'23'24'25
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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.
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bizzed.ai
Issue #048 · Apr 15, 2026 · Confidential
Due Diligence Report · BizzedAI · April 2026
Albany Metro HVAC,
Plumbing & Sheet Metal.
Albany Metro, New York · $4.36M Revenue · 17 Employees · Asking $2.4M
Verdict
Conditional Buy
Walk At
$2,400,000
Target Price
$1,900,000
$4.36M
2025 Revenue
$740K
2025 SDE
17%
SDE Margin
17
Employees
$1M
SBA Pre-Approved
Why $1.9M — Not $2.4M
ReasonThe Math
2023 earnings collapse is unpriced at askSDE fell 59% on a 16% revenue drop. At $2.4M the buyer absorbs all downside risk. At $1.9M with an earn-out, the seller shares it.
80% GC revenue is not recurring — it is a pipelineGC relationships are personal to the owner. At transition, GC clients reassess. The asking price assumes zero attrition. That is not a safe assumption.
Fair value multiples do not support $2.4MDefensible 2.5x–2.9x SDE on $740K = $1.85M–$2.15M. The ask implies 3.24x with no discount for project revenue risk or concentration.
Debt service at $2.4M is punishingSBA at 9.75%–14.75%. At $2.4M, debt service eats ~20% of SDE. At $1.9M, payback drops from 3.8 years to 2.7 years.
Earn-out keeps the seller alignedA $300K earn-out tied to 24-month GC retention forces the seller to support relationship transfer rather than collect and walk.
The earn-out is the critical mechanism. Without it, you are paying $2.4M for relationships that may not survive the transition.
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Recommended Offer Structure
Scenario A — Buy at Ask ($2.4M)
SBA 7(a) cash at close$1.0M
Seller note—
Earn-out—
Equity at risk$1.4M
Payback period~3.8 years
Downside protectionNone
Scenario B — Recommended ($1.9M)
SBA 7(a) cash at close$1.0M
Seller note$600K @ 7%, 5-yr
Earn-out$300K / 24-mo GC retention
Equity at risk$900K
Payback period~2.7 years
Downside protectionEarn-out caps GC attrition
Conditions to Proceed
Do not issue an LOI until all four CRITICAL items below are resolved.
Critical
2023 SDE Compression Explained
Documented, verifiable non-recurring event supported by tax returns.
Critical
No Single GC Customer >20% of Revenue
Confirmed by customer-level revenue breakdown for top 5–10 GC clients.
Critical
All Contractor Licenses Held by the Entity
Not personally by the retiring owner — or qualified replacement committed before close.
Critical
2025 SDE of $740,294 Verified
At least 3 years of federal business tax returns and a line-by-line add-back schedule.
Financial Track Record
'21 $2.98M'22 $3.54M'23 $2.96M'24 $3.65M'25 $4.36M
YearRevenueSDEMarginRead
2021$2.98M$541K18.2%Baseline. Healthy margins.
2022$3.54M$613K17.3%Revenue up 19%. Margins holding.
2023 ⚠$2.96M$249K8.4%CRITICAL: SDE fell 59% on 16% rev drop. Root cause unknown.
2024$3.65M$648K17.8%Strong recovery. Albany semiconductor wave begins.
2025$4.36M$740K17.0%Best revenue year. Margins inline with historical average.
The 2023 signal — what it actually means. SDE fell 59% on a 16% revenue drop. Fixed costs don't flex when GC pipelines slow down. It will repeat in the next downturn unless the new owner builds recurring service revenue.
The 2024–2025 rebound — real but concentrated. Revenue up 47% across two years, catching the Albany semiconductor construction wave. The growth is real but concentrated in one macro driver.
Market & Geography

Albany is not a generic secondary market. The Albany-Schenectady-Troy MSA is New York's second-fastest growing region and sits in the middle of one of the largest industrial construction waves in U.S. history. The NY all-electric building mandate — live January 1, 2026 — creates direct demand for heat pumps, electric HVAC retrofits, and mechanical redesigns. The BLS projects 8% job growth for HVAC mechanics through 2034 and 20% growth in New York State specifically.

PE firms accounted for 23% of all HVAC deals in 2024, up from 8% in 2023. Strategic acquirers are actively targeting this type of multi-trade business in this geography — a credible 3–5 year exit exists if the new owner professionalises and builds recurring revenue.

Green & Red Flags
●
In-house sheet metal fabrication shop — genuine competitive moat, captures margin, hard to replicate quickly.
●
17 employees with strong internal succession resources — if verified, materially lowers key-person risk.
●
SBA pre-approval of $1M — books professionally scrubbed, lender has already underwritten the deal.
●
46% revenue growth since 2021 — legitimate trajectory with Albany semiconductor tailwind through 2030.
●
Owner retiring + 100% sale + 80% GC revenue = classic setup for post-close revenue attrition.
●
2023 SDE collapse demonstrates thin fixed-cost coverage. Will repeat in next downturn without revenue mix restructuring.
●
17 employees for $4.4M revenue is lean. Losing 2–3 key estimators or technicians is catastrophic.
●
SBA covers only $1M of $2.4M ask. Buyer must fund $1.4M gap through equity and seller financing.
Critical Diligence Checklist
Critical
1 · 2023 Root Cause
Tax returns for 2023. Single project loss? Bad debt write-off? Market cycle?
Critical
2 · Customer Concentration
Revenue breakdown by top 5–10 GC clients. If any single client exceeds 20%, renegotiate or walk.
Critical
3 · WIP Schedule
24 months of work-in-progress and retainage. Project contractors hide working-capital holes here.
Critical
4 · Licensing
Who holds the master plumber and HVAC license? If solely the retiring owner, deal-breaker until transferred.
High
5 · Key Employee Retention
Identify top 3–5 staff. Require signed stay-bonus agreements pre-close.
High
6 · Forward Backlog
Signed contracts, LOIs, and bid pipeline — minimum 6 months.
High
7 · Fab Shop Lease
Term, escalation, renewal option. The fabrication shop is a core asset — confirm it transfers cleanly.
High
8 · Bonding Capacity
Current surety relationships and limits. Essential for commercial bid work.
Medium
9 · Entity and Legal
Legal name, entity type, EIN. No litigation, liens, or undisclosed liabilities.
Medium
10 · Environmental
Historical solvent and refrigerant exposure at fab shop site.
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BizzedAI Due Diligence Report · Albany Metro HVAC · April 2026 · Confidential
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