The risks that don't show up on the balance sheet
Freight is a consolidating industry. Carriers buy carriers to add capacity, lanes and drivers. Brokers buy brokers for customers and carrier networks. Fleets merge to gain density. The financial and legal diligence on these deals is usually thorough. The technology side often gets a single question: "What TMS do they run?"
That leaves real exposure on the table:
- Software that can't transfer. The TMS license, ELD contract or EDI agreement may not be assignable, or may carry change-of-control fees.
- Data you can't trust. Duplicate customers, stale rate tables, incomplete history and AR that doesn't tie to the general ledger.
- Fragile interfaces. Customer EDI connections, fuel card feeds, ELD integrations and accounting links that only one person understands.
- Hidden customization. Custom code and reports that won't survive an upgrade or a move to a different system.
- Cyber exposure. Weak access controls, no tested backups, end-of-life servers or a past incident nobody mentioned.
- Key-person risk. The person who keeps dispatch, billing or settlements running may not stay after the deal.
- Integration cost. Combining two TMS platforms, two charts of accounts and two sets of customer EDI connections costs time and money that should be in the deal model.
None of these will kill a good deal, but each one affects price, terms, timing and what happens on day one.
What we review
Strong Tower Consulting looks at the target's technology the way an operator would, because we've spent years inside carrier systems: running conversions, migrating databases during upgrades, and leading go-live weeks on site. We also know how freight software works down to the database, because our sister company builds it.
Transportation management system
Which TMS the target runs, what version, how it's hosted, how it's configured and customized, how well it's actually used, and whether it could support the combined business. We look at order entry, dispatch, rating and tariffs, FSC tables, accessorials, billing, settlements and reporting.
Data quality and history
We sample and test the data that matters for valuation and integration: customer and lane history, revenue by customer, rate tables, equipment and driver records, open AR and AP, and how well operational data ties to the financials. Where possible, we pull it directly from the database so you're not relying on prepared reports. See SQL Data Mining & Analytics.
Integrations and EDI
An inventory of every interface: EDI 204, 990, 214 and 210 with customers, ELD and telematics, fuel cards, imaging, accounting and payroll, load boards and visibility tools. For each, we note who supports it, how it's built, and what it would take to move or rebuild it. Customer EDI connections are especially important, since they're part of what you're buying. See ELD, EDI & Back-Office Integration.
Software contracts and licenses
We review the target's technology agreements from a business and technical view: what's licensed, what it costs, renewal and term dates, assignment and change-of-control language, data ownership and export rights, and termination provisions. We flag issues for your attorneys; we don't provide legal advice.
Infrastructure and cyber risk
Servers and cloud services, network, end-of-life systems, backups and recovery testing, user access and admin rights, multi-factor authentication, security practices, and any known incidents. We look for the gaps that could turn into a ransomware event or an outage after close. See Data Protection & Business Continuity.
People and support
Who keeps the systems running, what's documented and what's in someone's head, which outside providers are involved, and what knowledge you need to secure before or at close.
Independent by design
Strong Tower Consulting never requires you to buy our software. Our sister company, Exspeedite, builds a TMS, and that's why we can read a target's system quickly and accurately. Our findings and integration recommendations are about the combined business, not a software sale. If keeping one company's existing system is the right answer, we'll say so.
Scott first worked with us as he was assigned to migrate our Database during a TMW/Maddocks software upgrade. His knowledge and easy going manner were a great help during this process.
After close: the integration roadmap
Diligence answers "what are we buying?" The integration roadmap answers "what do we do on day one, day ninety and day three hundred?" We lay out:
- Day-one essentials. Access, security, backups, payroll and settlements, billing and customer EDI must keep running without a gap.
- System decision. Keep both TMS platforms for now, move the acquired company onto the buyer's system, or move both to something new, with the costs and risks of each.
- Data migration plan. Customers, rates, equipment, drivers, open AR and AP, and the history needed for reporting and audits, mapped, cleansed, test-loaded and reconciled.
- Interface and EDI cutover. A schedule for moving customer EDI connections, ELD, fuel cards and accounting feeds without missing tenders or invoices.
- Training and change. Role-based training for dispatchers, CSRs, billing and payroll staff who are learning new systems and new processes.
- Timeline and budget. A realistic sequence that avoids peak season and month-end close, with costs that belong in the deal model.
When it's time to execute, our TMS Implementation & Go-Live and Project & Program Management practices can carry the plan through cutover.
How a due diligence engagement runs
- Scope and confidentiality. Agree on scope, timeline and access, and work under your deal's confidentiality terms.
- Document request. A technology request list covering systems, contracts, interfaces, infrastructure, security and support.
- Review and interviews. Remote and on-site review of systems and data, plus interviews with the target's operations, accounting and IT contacts, as the seller allows.
- Findings report. Ranked findings with risk level, cost estimates where possible, and suggested deal points or conditions.
- Integration roadmap. Day-one, near-term and long-term plan for combining the two operations' technology.
Deal timelines are short, so we keep reporting tight and focused on what affects your decision. More on our approach: How We Work.
What you get
| Deliverable | What it gives you |
|---|---|
| Technology inventory | Every system, interface, contract and provider at the target, on one page |
| Data quality assessment | How reliable the target's customer, rate, revenue and AR data is, and what it takes to clean it |
| Contract and license summary | Terms, costs, renewal dates and transfer issues to raise with your attorneys |
| Cyber and continuity findings | Security and recovery gaps ranked by risk, with remediation steps |
| Findings report | Ranked risks and their likely cost, written for owners and deal teams |
| Integration roadmap | Day-one checklist, system decision, migration and cutover plan, timeline and budget |
Who this is for
- Carriers acquiring another truckload, LTL, cartage or specialized operation
- Brokerages and 3PLs buying another brokerage or adding asset capacity
- Investors and owners evaluating a freight company and wanting an operator's view of its technology
- Sellers preparing for a sale who want systems documented and issues fixed before buyers ask
- Companies that already closed a deal and are now running two of everything
Growth by acquisition is a business decision first, so this practice often pairs with Business Management Consulting. Whichever side of the table you're on, a Strong Tower review gives you a clear, independent view of the technology in the deal.
Frequently asked questions
Why does technology due diligence matter when buying a carrier or broker?
Because the target's systems hold its customers, rates, drivers, equipment, receivables and history, and they determine how hard it will be to combine the two companies. Software contracts that cannot transfer, dirty data, fragile interfaces or a security gap can add cost and risk that never shows up in the financial statements.
When should we bring you in?
As early as possible after a letter of intent, while there is still time to ask questions, adjust terms and plan the integration. We can also help before an offer with a lighter review if the seller allows it.
Do you replace our attorneys or accountants?
No. We cover the technology side: systems, data, interfaces, software contracts from a business and technical view, infrastructure and cyber risk. Legal, tax and financial diligence stay with your attorneys and accountants, and we share findings with them.
Can you help sellers get ready for a sale?
Yes. A seller-side readiness review finds and fixes technology issues, documents systems and cleans up data before buyers start asking, which makes the process smoother.
Will you recommend moving both companies onto Exspeedite?
No. Strong Tower Consulting is independent. Our consulting never requires buying our sister company's software. The integration roadmap compares realistic options, including keeping one company's existing system, and recommends what fits the combined business.
TMW is a trademark of its respective owner (Trimble Inc.). Strong Tower Consulting is an independent consulting firm and is not affiliated with or endorsed by Trimble or TMW Systems.