Sector guide · Transport & logistics
The deal killers when you sell a transport business
These five issues sink or discount more transport sales than everything else combined. All fixable, all needing lead time.
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These five issues sink or discount more transport sales than everything else combined. All fixable, all needing lead time.
01Living on the spot marketThe big oneOwner dependence
Revenue won load by load with no written commitments is revenue a buyer cannot bank on, and they will price it accordingly. Converting even part of the freight task to written arrangements in the year before sale directly converts into price.
02One customer is the businessRevenue quality
A single freight customer at 60 or 70 per cent of revenue is the first risk every buyer and every financier prices. Diversifying takes time, but even moving concentration meaningfully down over 18 months changes the entire conversation.
03Compliance gaps left unaddressedConcentration
Chain of responsibility issues, patchy fatigue records or a rough insurance claims history do not stay hidden in due diligence, and discovered problems cost far more than disclosed and fixed ones. Clean it up now, document the fix, and the story becomes one of good management rather than hidden risk.
04An ageing fleet with no planCompliance
Deferred maintenance and a fleet run past its cycle get deducted twice: once for the catch up cost and once for what they imply about everything else. Keep investing like you are staying, right up until you leave. Buyers can tell the difference from the front gate.
05The owner on the allocation deskAsset condition
If the freight, the customers and the drivers all run through your phone, the business stops when you do, and buyers price that as the risk it is. Getting yourself off the desk is the single highest value project in your run up to sale, and it takes a year to do properly.
Transfer of business under the Fair Work Act, the two awards, and accrued entitlements
Two modern awards cover a Queensland road transport business, and a fleet doing both line haul and metro work runs both side by side. The Road Transport and Distribution Award 2020 [MA000038] applies to employers throughout Australia in the road transport and distribution industry and their employees in the listed classifications. The Road Transport (Long Distance Operations) Award 2020 [MA000039] applies to long distance operations.
The industry covered by MA000038 is defined broadly. It includes road transport of goods, materials or livestock, and receiving, handling or storing goods in distribution facilities. It covers storage and distribution related to air freight forwarding, wholesale meat transport from abattoirs, and petroleum product cartage and distribution. It also covers milk and cream transport, quarried materials cartage, and vehicle relocation and distribution services. MA000038 expressly excludes employees undertaking long distance operations, who fall under MA000039, and also excludes employees under the Mining Industry Award 2020, the Transport (Cash in Transit) Award 2020, the Waste Management Award, enterprise awards and public sector awards.
Misclassification between the two awards is a standard diligence finding and a standard price adjustment. A buyer samples payslips against the classification structures of both awards and prices any gap as a liability. Auditing your own classifications before you list is cheaper than negotiating a retrospective underpayment calculation across a table with a buyer who now has leverage.
On a transfer of business, continuity of service is not optional. The Fair Work Ombudsman states that a new employer has to recognise an employee’s service with the old employer. Recognition of prior service is mandatory for sick and carer’s leave, for flexible work requests and for parental leave entitlements.
Annual leave turns on whether the employers are associated entities. Where they are associated entities, accumulated annual leave carries across to the new employer. Where they are not associated entities, the new employer may decline to recognise it, in which case the old employer has to pay out the employee’s untaken accumulated annual leave. That is a cash item at settlement, not a bookkeeping entry.
Redundancy pay works the same way, in the buyer’s favour. A new employer that is not an associated entity of the old employer can choose not to recognise an employee’s service for redundancy purposes, and then the old employer bears the redundancy liability. Employees lose the redundancy entitlement if they reject an offer of employment on similar terms and conditions that recognises prior service. Notice of termination is also the old employer’s obligation, either as notice or as payment instead of notice. If the employee is later terminated, only service with the new employer counts for determining how much notice is required.
Long service leave sits under Queensland law. An employee is entitled to 8.6667 weeks of paid long service leave after 10 years of continuous service, and a further 4.3333 weeks after 15 years, totalling 13 weeks. The entitlement is governed by the Industrial Relations Act 2016 (Qld). It is based on continuous service, including instances where that Act states an employee’s continuity of service is taken to be with the same employer or not broken. The specific section governing continuity on a transmission of business could not be confirmed against the Act in the research behind this page. Quantify the balance with your accountant and confirm the transfer position with your solicitor.
Contractor arrangements now carry their own regime, and it is federal rather than Queensland. The regulated road transport worker rules commenced on 26 August 2024. A regulated road transport contractor must work in the road transport industry. The person must be party to a services contract as an individual, a director or family member of a director, a trustee or a partner. The person must perform all or the greater part of the work under the contract personally, and must not be an employee or an employee-like worker. The contract needs a constitutional connection. Minimum Standards Orders made by the Fair Work Commission are legally binding, and contravention exposes individuals and businesses to penalties. Minimum Standards Guidelines cover similar matters but are not binding. Orders can cover payment, insurance, consultation, cost recovery, representation and delegates’ rights, and cannot cover overtime rates, rostering, purely commercial matters, or work health and safety matters covered elsewhere. A road transport order on fuel cost recovery has been issued.
Build the employee schedule before you go to market. Name, start date, award and classification, ordinary hours, accrued annual leave, accrued personal leave, long service leave position and any allowance history. Add a separate schedule for contractor agreements showing which of them could fall inside the regulated road transport contractor definition. In a business with a long-tenured driver cohort, the accrued entitlement number is a large adjustment and it will be negotiated, and if you have quantified it first you control the conversation about it.
The 12 to 24 month preparation window
The best outcomes come from owners who started a year or two before they needed to. Here is the one I take transport and logistics clients through.
Know where you stand
Start hereGet a confidential market appraisal covering the business as a going concern and the fleet at honest market values, with a clear picture of which levers would lift the number.
Clean the engine room
12 to 24 months outSeparate business and personal spending, build the normalised earnings schedule, get the fleet register complete with maintenance histories and payout figures, move handshake customers and subcontractors onto written terms, and bring the compliance file up to audit standard. Unglamorous work that converts directly into price.
Build the premium
6 to 18 months outGrow the contracted share of revenue, work customer concentration down, solve backloading on your main lanes, invest in driver retention, and get yourself off the allocation desk by building up your operations person. This is the phase where a business stops being trucks with an owner and becomes an enterprise buyers compete for.
Go to market from strength
Going to marketTimed with contracts in place and a presented fleet, the business goes confidentially to qualified buyers, approached directly rather than advertised, and several of them at once. Two operators who both want your lanes and your drivers will pay more than one operator negotiating against an empty room.
Don't wait until you think you're ready
That is the ideal run up, not a waiting list, and nobody is checking your start date. Transport is consolidating, and larger operators are actively acquiring established businesses for their lanes, their drivers and their accreditation, because building those from scratch in this market is slower and dearer than buying them. A business with contracted freight, a stable driver roster, specialist capability such as refrigerated, dangerous goods or oversize work, or accreditation a buyer needs can attract strategic interest today.
Others can fast track: if your financials are already clean, your freight is already contracted and the operation already runs without you, the two year plan collapses into months.
Ask what it is worth
Free, in writing, and nobody finds out you asked. Tell me the trade and the suburb and I will do the rest.
Nobody finds out you are selling. This goes to me only, into my own database in Sydney. I will not contact your accountant, your landlord, your bank or your staff, ever, unless you ask me to.
If you would rather not put anything in writing yet, ring 0431 124 128. Prefer to pick a time yourself? Book a time in my diary.
Find out what the whole business is worth
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