Home
Contact
Structured Notes·April 11, 2026·4 min read

The first step: The listing filter

The Listing Filter

This is Stage 1 of four. The stages matter because each one gives you different information, and collapsing them creates problems. At Stage 1 you have a public listing and nothing else. At Stage 2 you have a founder call but still no financials. Stage 3 is the LOI — price locked, exclusivity begins. Stage 4 is due diligence, where the financials finally open.

Almost every evaluation framework I've encountered assumes you have information from a later stage. Questions like "how long have your top 5 clients been with you?" — that's a Stage 2 question. You can't answer it from a listing. The skill I'm developing at Stage 1 is narrower than that: read what's available, identify the signals, decide whether the business earns a conversation.


Structural assessment comes first

Before I look at the individual business, I look at the market it operates in. This can be done entirely from industry knowledge and public information — no contact required.

The question is whether the market itself is structurally attractive for acquisition. A business in a declining vertical has a permanent headwind regardless of how well it's run. A business in a structurally strong vertical has a tailwind behind every operational improvement I make.

I'm assessing four things.

Demand trajectory. Is underlying demand growing, stable, or shrinking — and why? The why matters more than the direction. Demand driven by irreversible forces is more durable than demand driven by trend or discretionary spend. Pest control in Queensland is the example I keep coming back to: termite pressure in that region is increasing due to climate-driven habitat expansion. That's a biological and geographic reality, not a business cycle. The demand doesn't reverse.

Recession sensitivity. B2B services split into three buckets. Discretionary spend gets cut first when businesses tighten. Deferrable spend gets delayed but eventually happens. Non-deferrable spend happens regardless — compliance services, essential maintenance, pest control, payroll. A business owner with a termite infestation doesn't defer treatment because GDP growth slowed. My targets need to sit in the non-deferrable bucket.

Technology disruption risk. Is there a plausible path where software or AI removes the need for this service within my holding period? Basic bookkeeping is being eaten quickly. Anything requiring physical presence, licensed judgment, or regulated inspection is more protected. The test: can this service be delivered without a human showing up or applying a licensed skill?

Regulatory and licensing environment. Regulation functions as a barrier to entry. If a competitor needs certifications, licensing history, or compliance standing to enter the market, that's structural protection for existing operators. Pest control operators need licenses, ongoing CPD, and chemical handling certifications. That's not bureaucracy — it's a moat.

I classify markets as: structural decline, cyclical, stable, or opportunistic. Opportunistic means structural tailwind plus recession resistance plus low disruption risk. That's what I'm targeting. Stable is acceptable at the right price. Cyclical requires caution given my leverage structure. Structural decline is a hard pass.


Reading the listing itself

If a market clears the structural assessment, I look at the listing. At this point I have no financial data and no seller contact. I'm reading two types of information: what's explicit, and what's implied.

Explicit information is limited. Industry, years in operation, asking price, stated revenue (unverified), staff count, location, sometimes a reason for sale.

Implied signals are where the actual evaluation happens. A listing that says "established client base, repeat work" is implying repeatable revenue — unverified, but a signal worth carrying into a Stage 2 call. A listing where the owner is retiring after twenty years is telling me there's likely high owner dependence built over decades of personal relationship-building. A listing that says "operates with minimal owner involvement" is either describing a genuinely systematised business or a sales pitch — I can't distinguish which at Stage 1, but I can note it as a claim to probe later.

The signals I weight most at this stage:

Years in operation against staff count. A fifteen-year-old business with two employees is almost certainly owner-dependent. A six-year-old business with eight staff has more structural depth.

Reason for sale. Retirement is neutral. Health is sympathetic but may signal urgency on the seller's side, which affects negotiation dynamics. "Pursuing other opportunities" on a profitable business is worth exploring in a Stage 2 call.

Revenue descriptors. Words like project-based, tender-driven, or pipeline included suggest revenue that hasn't been locked in. Words like retainer, contract, service agreement, and repeat suggest more durable revenue structure — still unverified, but worth continuing.

Licensing and certifications. If mentioned, it signals a regulatory moat that transfers with the business.

Owner transition language. "Owner willing to stay on for transition" is standard. "Owner essential to operations" is a warning — and more informative for being stated explicitly.


What Stage 1 is actually deciding

The output of a listing review is a single binary decision: does this business earn a Stage 2 conversation?

That's it. I'm not assessing revenue quality at this stage — I don't have the information to do that. I'm not verifying owner dependence — I'm reading signals that suggest it. I'm accumulating enough signal to decide whether thirty minutes on a founder call is worth spending.

The structural assessment is the faster, more ruthless cut. If the market is in structural decline, nothing about the individual business matters. The listing filter is the second cut — slower, more qualitative, looking for red flags that would make a conversation pointless.

What I'm building is the habit of doing these in sequence rather than jumping to the business that looks most interesting and working backwards to justify it.