Before you wire funds, verify fleet condition, driver classification, client contracts, and DOT compliance — here's exactly what to audit.
Acquiring a same-day delivery company in the $1M–$5M revenue range offers access to recurring commercial contracts, established route density, and a fragmented market ripe for roll-up. But the category carries hidden landmines: misclassified drivers, aging fleets, customer concentration, and outdated dispatch technology can turn a promising deal into a capital trap. This checklist covers the five most critical due diligence categories — financial performance, customer contracts, fleet and operations, labor and compliance, and technology — so you can price risk accurately and negotiate with confidence.
Verify the true owner earnings and confirm that revenue is recurring, documented, and defensible to an SBA lender or equity partner.
Request 3 years of P&Ls, tax returns, and a CPA-prepared SDE add-back schedule.
Confirms actual owner earnings and eliminates inflated discretionary expenses from valuation.
Red flag: Tax returns show materially lower revenue than the seller's P&L — unexplained gap suggests cash skimming.
Reconcile monthly revenue by client to identify seasonal swings or one-time spikes.
Exposes revenue volatility that could compress post-close performance and debt service coverage.
Red flag: A single month or quarter accounts for a disproportionate share of annual revenue with no clear explanation.
Review accounts receivable aging and DSO across all commercial clients.
Slow-paying clients inflate reported revenue and signal potential collection problems post-close.
Red flag: More than 20% of AR is 60+ days past due, especially if concentrated in one or two clients.
Confirm fuel, insurance, and vehicle maintenance costs as a percentage of revenue over 3 years.
Rising cost ratios signal margin compression that will worsen post-close without operational improvements.
Red flag: Fuel and insurance together exceed 30% of revenue, leaving insufficient margin for debt service.
Evaluate the stickiness, diversity, and contractual security of the commercial client base driving recurring revenue.
Obtain and review all signed client service agreements, including pricing, terms, and renewal clauses.
Written contracts confirm revenue predictability and protect the buyer if a client attempts post-close repricing.
Red flag: Top clients are operating on expired or month-to-month agreements with no auto-renewal provision.
Calculate revenue concentration: identify what percentage each top-5 client represents.
Over-reliance on one anchor client creates existential revenue risk if that relationship doesn't survive transition.
Red flag: Any single client represents more than 30% of total revenue without a multi-year contract in place.
Verify client relationships are managed by a dispatcher or manager, not solely by the owner.
Owner-dependent client relationships are the most common cause of post-close revenue erosion in courier acquisitions.
Red flag: Seller personally handles all client communication and no dispatcher has direct client contact.
Confirm whether any contracts include change-of-control clauses requiring client consent at close.
Undetected change-of-control provisions can void contracts at the moment of acquisition, triggering immediate revenue loss.
Red flag: Key commercial contracts include assignment restrictions or client consent requirements that haven't been disclosed.
Assess the true condition, ownership structure, and replacement timeline of the vehicle fleet to forecast post-close capex.
Obtain titles, registration records, and current mileage for every vehicle in the fleet.
Confirms clean ownership and reveals undisclosed liens that could complicate asset transfer at closing.
Red flag: Multiple vehicles have liens, title irregularities, or are titled in the owner's personal name rather than the business.
Review maintenance logs and mechanic records for each vehicle over the past 24 months.
Deferred maintenance is the most common hidden capex liability in delivery company acquisitions.
Red flag: Maintenance logs are incomplete or missing, and vehicles show visible wear inconsistent with claimed mileage.
Assess lease vs. owned mix and review all lease terms, residual values, and transfer provisions.
Unfavorable lease terms or non-transferable agreements can create immediate replacement costs post-close.
Red flag: A majority of the fleet is on leases with below-market residuals, balloon payments, or non-assignable terms.
Obtain an independent mechanic inspection on the 3 highest-mileage vehicles in the fleet.
Third-party inspection surfaces deferred repairs the seller has no obligation to disclose voluntarily.
Red flag: Independent inspection reveals engine, transmission, or brake issues that will require repair within 90 days of close.
Identify driver misclassification exposure, regulatory compliance gaps, and insurance adequacy before finalizing deal terms.
Classify all drivers as W-2 or 1099 and review the basis for independent contractor status.
Misclassified drivers expose the buyer to DOL back-wages, IRS penalties, and state labor board liability.
Red flag: Drivers are classified as 1099 but work fixed schedules, use company vehicles, and have no other clients.
Request current DOT operating authority certificate, USDOT number, and MCS-150 filing history.
Expired or incorrectly maintained DOT authority can halt operations immediately post-close.
Red flag: DOT authority has lapsed, is under active review, or MCS-150 biennial update is more than 2 years overdue.
Review driver qualification files (DQFs) for all CDL and non-CDL drivers per FMCSA requirements.
Incomplete DQFs can trigger DOT audits, fines, and potential operational shutdowns under FMCSA enforcement.
Red flag: Multiple driver files are missing MVR checks, medical certificates, or signed drug and alcohol policy acknowledgments.
Obtain 5-year commercial auto insurance loss runs and review accident history and claims frequency.
High claims frequency signals fleet management or driver quality issues and will increase post-close premiums.
Red flag: More than 2 at-fault accidents per year per 10 vehicles, or any open litigation from prior delivery incidents.
Evaluate the dispatch platform, route optimization tools, and client-facing tracking capabilities that drive operational efficiency and client retention.
Identify all dispatch and route optimization software used and confirm licensing ownership or transferability.
Non-transferable or owner-licensed software can disable operations immediately after ownership transfer.
Red flag: Dispatch software is licensed to the owner personally or tied to an email that won't transfer at close.
Assess whether the platform integrates with client systems for order submission and real-time tracking.
Client-facing tracking integration creates switching costs and is increasingly required by commercial clients.
Red flag: No real-time tracking capability exists and clients rely on manual call-in updates for delivery confirmation.
Review historical uptime, support contracts, and whether dispatch software is still actively maintained.
Unsupported or sunset software creates near-term replacement costs that must be priced into the acquisition.
Red flag: Dispatch software is a legacy system with no active vendor support, updates, or a credible migration path.
Evaluate driver mobile app adoption rates and GPS hardware installed across the fleet.
Low tech adoption among drivers signals operational inefficiency and resistance to process improvement post-close.
Red flag: Fewer than 60% of drivers use the dispatch app consistently and GPS hardware is missing from more than half the fleet.
Find Same-Day Delivery Company Businesses For Sale
Vetted targets with diligence packages — skip the cold search.
Same-day delivery companies in the $1M–$5M revenue range typically trade at 2.5x–4.5x EBITDA. The high end of that range is reserved for businesses with diversified commercial contracts of 12+ months, a modern maintained fleet, clean DOT compliance, and dispatch technology that operates independently of the owner. Businesses with customer concentration above 30%, aging fleets, or driver classification risk will price closer to 2.5x–3x to account for post-close remediation costs.
Request the complete driver roster with classification status, review each 1099 driver's contract and engagement structure, and apply the DOL's ABC test or economic reality test to assess true classification risk. Red flags include drivers on fixed schedules, using company vehicles exclusively, and working solely for this company with no other clients. Engage labor counsel to issue a formal opinion before close and consider a holdback or indemnification provision in the purchase agreement to cover potential back-pay or penalty exposure.
Review every signed service agreement for contract length, pricing schedules, volume commitments, termination clauses, and any change-of-control provisions that require client consent upon ownership transfer. Contracts without assignment rights can void automatically at close, triggering immediate revenue loss. Also verify that no single client exceeds 30% of revenue unless they have a multi-year agreement and a relationship that extends beyond the current owner.
Yes, same-day delivery companies are generally SBA 7(a) eligible, which allows buyers to finance 80–90% of the purchase price with as little as 10% equity injection. Lenders will scrutinize fleet condition as collateral, DOT compliance history, driver classification status, and client contract stability. A clean DOT record, documented commercial contracts, and 3 years of tax-return-supported financials significantly improve SBA loan approval odds and can reduce the required seller note or buyer equity contribution.
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