EXIT PLANNING

SELLING YOUR CONSTRUCTION COMPANY. HERE'S WHAT BUYERS ACTUALLY REQUIRE.

QUICK ANSWER

Construction companies typically sell for 2-4x EBITDA, but only if the financials support the number. Most owners start thinking about exit 6-12 months before they want to sell. That's not enough time. Buyers want 2-3 years of WIP history, clean job costing, adjusted EBITDA they can verify, and evidence that the business runs without you. Start 3 years before you need the money.

Buyers pay for certainty. Every system that takes a question off their diligence list adds to the multiple, and every question you can't answer with a document takes something off it. Three years is the honest timeline because two of those years have to be clean history that already exists when the buyer asks for it. You can't build a WIP record backwards. An owner who starts six months out is selling a promise, and promises trade at the bottom of the range.

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

WHAT IT MEANS.

Adjusted EBITDA is the starting point for every construction company valuation: net income with the non-cash charges and the owner specific items that won't continue under new ownership added back.

THE 3 YEAR TIMELINE

WHAT HAS TO BE TRUE, AND WHEN.

01

Year 1, build the financial infrastructure

Get ControlQore in place. Set up job costing aligned to your estimate structure. Build the WIP report and produce it monthly. Separate owner salary from owner distributions, and take personal expenses off the P&L. Start tracking adjusted EBITDA. This is the foundation everything else sits on, and none of it can be done retroactively.

02

Year 2, build the track record

Year 2 is the first full year of clean financials with job costing and WIP behind them. Keep margins consistent. Grow revenue without growing overhead in proportion. Diversify the GC base so no single GC sits above 30% of revenue. Add a project management layer so the owner isn't the only person running jobs, and document your estimating process so it can be taught to somebody else.

03

Year 3, position for the transaction

Year 3 is when the picture becomes sellable: two full years of clean financials, two WIP schedules, and adjusted EBITDA a buyer can verify from the documents. A management team that can run 90 days without the owner. Engage a CPA familiar with construction M&A to review your statements before you go to market, and talk to a broker or a banker 12 months before you want to close.

THE MATH

WHAT IT LOOKS LIKE IN DOLLARS.

What the add-backs are worth

A construction company with $300K reported net income might have $520K in adjusted EBITDA after add-backs. At 3.5x, that's $1.82M against $1.05M, a $770K difference out of the same business. The difference is documentation a buyer can verify.

$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. The one-time onboarding fee is right here in the table.

Last 12 months revenueMonthly feeOne-time onboarding
Up to $1M$1,900 to $2,900$1,000
$1M to $3.5M$2,600 to $3,900$1,500
$3.5M to $6.5M$3,800 to $5,700$3,000
$6.5M to $9.5M$5,100 to $7,100$4,500
$9.5M to $12.5M$6,100 to $8,500$6,000
$12.5M to $15.5M$7,400 to $11,000$7,500
$15.5M to $18.5M$9,400 to $13,500$9,000
$18.5M+Quoted individuallyQuoted individually

The onboarding fee covers migrating your books back to the start of your last taxable year and getting you fully operational in 60 days. It's billed once, with your first invoice. It's the same for all three tiers. Your first month is prorated, and your monthly engagement starts on the first of the first full month.

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. The onboarding fee is right here in the table.

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 and never in a report.

Your bookkeeper still does the books.

Executive

You stop touching the books.

Everything in Core, and we run the bookkeeping and the controllership as well. Your office stops answering coding questions and stops chasing a reconciliation on the last day of the month.

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 books, the job costing, and the software. No payroll.

COMMON QUESTIONS

FREQUENTLY ASKED.

Start 2 to 3 years before you want to sell. Get job costing in place, build a WIP history, clean up owner compensation, take personal expenses out of the business, and build a management layer that can operate without you. Buyers pay for certainty, so every financial system you have running reduces their uncertainty and raises what they will pay.
At minimum: 2 to 3 years of compiled or reviewed financial statements, a WIP schedule for each of those years, a working capital calculation, an adjusted EBITDA reconciliation, and a backlog summary with signed contracts. Private equity and strategic buyers will also want job level profitability history and bonding capacity documentation.
Adjusted EBITDA starts with net income and adds back interest, taxes, depreciation, and amortization, then makes further adjustments for owner specific items: salary above market rate, personal vehicle expense, personal insurance, non-recurring legal costs, and other items that won't continue under new ownership. Adjusted EBITDA is what buyers use to value the business.
Two to three years minimum. Buyers want to see 2+ years of WIP history, cleaned up financials, and consistent EBITDA. A company that started job costing 6 months before listing doesn't have the history a buyer needs to verify the numbers. Starting 3 years out gives you time to build the record that earns a premium multiple.
SPM builds the financial systems that drive valuation: job costing, WIP reporting, EBITDA tracking, and clean overhead allocation. Clients who have been with SPM for 2+ years have the WIP history, the adjusted EBITDA record, and the financial documentation buyers require. We don't manage the transaction itself, we make sure the financials support the price you want to get.
WHAT THIS TIES INTO
Josh Luebker, SPM The Construction CFO
Josh Luebker
FRACTIONAL CFO · SPM THE CONSTRUCTION CFO

Josh Luebker is a master electrician turned construction CFO, founder of SPM The Construction CFO and author of CONTROL: The Construction Financial Operating System.

HOW MANY YEARS OF CLEAN WIP HISTORY DO YOU HAVE RIGHT NOW?

Josh spends twenty minutes asking about your financials, your WIP history and what you want the exit to look like. There's no selling and no proposal on that call. If he can help, you'll set a longer second call.

You don't hire a CFO because it's safe, you do it because the real risk isn't having one.
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20 minutes. Nothing gets sold on this call and nothing gets proposed. Josh asks questions to work out whether he can help at all.

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