EXIT PLANNING

CONSTRUCTION SUBCONTRACTOR EXIT PLANNING TIMELINE.

QUICK ANSWER

A clean exit from a commercial subcontractor business takes 36 months of structured work. Month 36 is the financial system installed, the owner on payroll, and personal expenses out. Month 24 is operations transitioned to the senior team and customer concentration reduced. Month 12 is the M&A advisor engaged, the confidential memo drafted, and bonding and banking transferability confirmed. Month 6 is indications of interest reviewed and a letter of intent negotiated. Compressed timelines reduce valuation by 20% to 40%.

The reason the runway is three years rather than one is arithmetic rather than caution. Buyers pull three years of monthly financials, so whatever the books look like in month 36 is what the buyer reads in diligence. If month 36 is the first clean month, the buyer sees a system that started recently and asks questions about everything before it. Every item on the timeline exists to put a specific piece of evidence in the buyer's file before they ask for it, which is why the order counts as much as the content does.

BY JOSH LUEBKERPublished 2026-08-06Updated 2026-08-07
THE DEFINITION

WHAT IT MEANS.

An exit planning timeline is the 36 month sequence a commercial subcontractor runs before a sale, with the financial system installed at month 36, operations transitioned at month 24, an advisor engaged at month 12, and a letter of intent negotiated at month 6.

THE 36 MONTH PATH

WHAT HAPPENS WHEN.

01

Month 36, the financial system has to be in place

Three years before the intended sale the system a buyer will diligence has to already be running, not getting installed. That means books job costed with cost codes that mirror the estimating system, a monthly WIP schedule on a fixed cadence of the first Monday after the tenth, a 13 week cash flow forecast updated weekly, the owner on payroll at the revenue band appropriate salary with a $180K target at $12M, personal expenses fully separated from the business, and a P&L, balance sheet, and WIP that reconcile cleanly every month. Buyers pull three years of monthly financials, so if month 36 is the first clean month, the buyer sees a system that started recently and starts asking about everything before it.

02

Month 24, operations transition to the senior team

Two years out the owner steps back from daily operations, not entirely but meaningfully. A general manager or operations lead carries day to day decisions, PMs run jobs without the owner approving every change, and estimators win work without the owner pricing every bid. The owner's role becomes strategic: relationships with key GCs, capital allocation, and senior hiring. That serves two purposes, because the business has to be able to run without the owner and the buyer has to see historical evidence that it did. Customer concentration gets addressed here too, and the target is under 35% from any single customer by month 12.

03

Month 12, advisor engaged and memo drafted

An M&A advisor or broker who specializes in construction gets engaged to run the process, manage buyer outreach, and quarterback diligence, because buyers, multiples, and structures are different in this industry than in generic small business M&A. A confidential information memorandum gets drafted with the three year financial summary, growth trajectory, market position, key relationships, and owner transition plan, and it lives or dies on the financial discipline installed at month 36. Bonding and banking transferability gets confirmed with the agent and the bank, because some lines transfer cleanly and some need renegotiating. Personal tax and estate planning belongs here too, with the seller's CPA rather than with the M&A advisor.

04

Month 6, indications of interest, then letter of intent

Six months before closing the active sale process runs. Indications of interest come in from buyers who have read the memo, and the seller and advisor evaluate them on price, structure, cultural fit, and likelihood of close, with two to four typically advancing to management meetings. A letter of intent gets signed with one buyer, granting 60 to 90 days of exclusive diligence. The buyer's accountants pull historical financials, their attorneys review contracts, employment agreements, and customer concentration, and their bonding underwriter evaluates transferability. This is where every shortcut taken at month 36 becomes a problem. Closing happens at month zero, with the seller often staying 6 to 12 months in a consulting role.

THE ARITHMETIC

WHAT IT LOOKS LIKE IN DOLLARS.

What the runway is worth in multiple

Sixty or more months of work supports 4.0x to 4.5x EBITDA. Twenty four months supports 3.5x to 4.0x. Twelve months supports 3.0x to 3.5x. Less than twelve months supports 2.0x to 3.0x. On a $1.7M EBITDA business the distance between 4.5x and 2.5x is $3.4M of valuation.

What nine months of rebuild did

A verified marine client at $13.5M saw valuation move from $2.3M to $5.5M in 9 months once job costing, spend discipline, and per job reporting were in place. The revenue didn't change. The provable profit did.

The concentration targets

A single GC above 40% of revenue is the threshold that worries buyers. The standard is under 35% from any single customer by month 12, ideally with no customer above 25%, and the diversification work needs 18 to 24 months to run.

WHAT GETS INSTALLED FIRST

THE MONTH 36 BUILD.

Books job costed to the estimate

Cost codes mirror the estimating system so actual cost compares to bid cost line by line. That's the structure three years of clean monthly financials get built on, and it's the one item nobody can retrofit once diligence starts.

The monthly WIP and the weekly forecast, on a fixed cadence

The WIP schedule goes out the first Monday after the tenth, every month, and the 13 week cash flow forecast gets updated weekly. Onboarding runs 60 days, which leaves 34 months of system operation before the sale conversation starts.

The owner on payroll and personal spend out

A revenue band appropriate salary, with a $180K target at $12M, and personal expenses fully separated from the business. Both exist to make reported profit mean what a buyer needs it to mean, and both are worth more the earlier they happen.

$10.7M+
Client AR Recovered Since 2023
48
Active Trade Specializations
60 DAYS
Average Onboarding Time
PRICING

FLAT MONTHLY FEE. NO SURPRISES.

Three tiers, priced by your trailing twelve month revenue. Which one you're in depends on how much of the work you want off your desk. No hourly billing, no payroll, and no add-ons.

Last 12 months revenueMonthly fee
Up to $1M$1,900 to $2,900
$1M to $3.5M$2,600 to $3,900
$3.5M to $6.5M$3,800 to $5,700
$6.5M to $9.5M$5,100 to $7,100
$9.5M to $12.5M$6,100 to $8,500
$12.5M to $15.5M$7,400 to $11,000
$15.5M to $18.5M$9,400 to $13,500
$18.5M+Quoted individually

Range reflects the three tiers below. Which one you're in depends on how much of the work you want off your desk. No payroll. No hidden line items.

Core

You stop guessing.

You get the CFO work. Job costing built against the way you estimate, a 13 week cash forecast, monthly WIP, and a meeting every month that ends in decisions rather than a report.

Your bookkeeper keeps doing the books.

Executive

You stop touching the books.

Everything in Core, and we run the bookkeeping and the controllership as well. Nobody in your office is answering coding questions or chasing a reconciliation at month end.

We do the books. No payroll.

Strategic

Every job shows its margin while it's still running.

Everything in Executive, plus the job costing and WIP platform set up, loaded with your cost codes, and managed for you every month. You never have to learn it.

We do the job costing.

COMMON QUESTIONS

FREQUENTLY ASKED.

36 months is the standard runway. Three years is what it takes to install the financial system, transition operations to the senior team, diversify customer concentration, and confirm bonding and banking transferability. Compressed timelines reduce achievable valuation by 20% to 40%, so the long runway is the protection on what you've built.
Have the financial system already running. Job costed books, a monthly WIP schedule on a fixed cadence, a 13 week cash flow forecast, the owner on payroll at the revenue band appropriate salary, and personal expenses separated from the business. Buyers diligence three years of monthly financials, so the system has to be running at month 36 to deliver three clean years at sale.
Twelve months before the intended sale is the standard timing. The advisor needs runway to draft the confidential information memorandum, manage buyer outreach, run management meetings, negotiate the letter of intent, and quarterback diligence. Hiring at month 3 or month 6 compresses the process and typically reduces the achievable multiple.
It depends on the surety and on the structure of the sale. Some bonding lines transfer cleanly under new ownership, some require renegotiation, and some don't transfer at all. The Construction CFO works with bonding agents 12 months before a sale to confirm transferability, because a surprise at closing can delay or break a deal.
Achievable multiples drop. Less than 12 months of runway typically comes in at 2.0x to 3.0x EBITDA, with a real risk the sale doesn't close. The highest value move is to engage a fractional CFO immediately and compress what would normally be 36 months of work into the window you have. SPM has run that compressed protocol for multiple clients.
WHAT THIS TIES INTO
Josh Luebker, The Construction CFO
Josh Luebker
FRACTIONAL CFO · THE CONSTRUCTION CFO

Former commercial project manager and master electrician: 150+ projects worth $2.1B combined, from $50,000 to $300M. Now fractional CFO to commercial subcontractors.

HOW MANY MONTHS OUT ARE YOU?

Bring your last three years and your intended exit date. We'll tell you which items on the 36 month path are already behind you and which ones are behind schedule.

You don't hire a CFO because it's safe, you do it because the real risk isn't having one.
Book a 20 minute diagnostic

20 minutes. No sales pressure. We will tell you exactly what's broken before we talk about anything else.

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