Hi ,

It’s still me, David Downing, your friendly neighborhood business broker and M&A advisor, helping small business owners across Texas navigate valuations, exits, and acquisitions. I send these updates from [email protected], tied to my business brokerage site.

In this issue: An invitation to Rock Out with a CPA, my renewed love of the Holidays, the one book every small business owner should read, a lesson from the field on financial add-backs, an exciting Deal of the Month, and a short Zen reflection to close.

🎸 You’re Invited: Cooper CPA’s Rockin’ Social

Ever seen a CPA crush a drum solo?
My new firm, Cooper CPA Group, hosts a quarterly Rockin’ Business Social, and I’d love for you to join us. It is a relaxed, come-and-go evening with live music by Gary Cooper and his band, good food, drinks, and plenty of conversation. No slides. No sales pitches. Just great people and great music.

When: Thursday, December 4, 2025, 5:00 to 8:30 PM
Where: 1703 W. 12th Street, Houston, TX 77008 (The Heights)
RSVP: https://www.coopercpagroup.com/rockinsocial

Feel free to bring a colleague or client who would enjoy the night. Hope to see you there!

🎄Family Update: “Ho Ho” Lights and Holiday Magic

This season has felt special in a way I did not fully expect. My two-year-old son Owen is at the age where Halloween and Christmas are pure magic. He was finally old enough for a full trick-or-treating night and has been shouting “Halloween! Halloween!” every day since. Now that Christmas decorations are popping up earlier than ever, he is proudly pointing out every “Ho Ho” light, train, and tree we drive past. When he meets Santa in person, I am pretty sure he is going to lose his mind.

Somewhere along the way, the holidays shifted for me from wonder to logistics. As adults we often treat them like obstacle courses in scheduling, expectations, and keeping a straight face with relatives we do not always agree with. Watching this season through my son’s eyes has brought the spark back. His excitement pulls me straight into the present, brings back memories I had forgotten, and reminds me how much joy is available when I actually pay attention.

It is a magical time of year, and I hope you get a moment to feel that same sense of wonder too.

📘The Must-Read Manual for Owners and Future Buyers

The holidays can be a mixed bag for business owners. On one hand, it is a chance to slow down and reflect. On the other hand, it often exposes where the owner has become a bottleneck. Staffing gets tight. Processes get strained. You feel the pressure of being the one who keeps everything moving.

If this sounds familiar, get your hands on Traction: Get a Grip on Your Business. It’s the clearest, most practical operating manual I have used, and it has helped countless companies run smoother, grow more reliably, and create real breathing room for owners. The book centers around the Entrepreneurial Operating System and gives you simple, step-by-step instructions and templates to implement it in your company.

If you are a small business owner, it will show you how to work on your business instead of being trapped inside it. If you are a buyer, it gives you a clear blueprint for how to run the company you acquire and avoid many of the headaches that bog down first-time operators.

You can pick it up here: Traction: Get a Grip on Your Business

Traction is the single most useful book I recommend to owners and buyers who want a strong start heading into the new year.

🦝 Tips from the Field: Avoiding “Trashy” Add-Backs

One pattern keeps showing up in deals this year. Owners list add-backs that are messy, unsupported, or impossible to defend. These look small at first, but they can quietly destroy company valuation.

Let’s break this down in plain English.

What the heck is an Add-Back?
Add-backs are adjustments that show what the business would have earned under a new owner. Common examples include:
• Personal expenses run through the business
• One-time or non-recurring costs
• Discretionary items that are not required for operations

When these adjustments are clean and well-documented, they help buyers understand the company’s true cash flow. When they are not, buyers start digging through the financials like a raccoon in a trash can, and they do not like what they find.

Why Add-Backs Matter So Much
Buyers usually value a business as a multiple of earnings. That means every legitimate dollar added back can translate into three to five dollars of purchase price.

The inverse is also true. If an add-back looks shaky, unclear, or overly aggressive, buyers discount it. Sometimes they ignore it entirely. That leads to lower offers, harder negotiations, and in some cases a buyer who walks away.

If You Plan to Sell
Start treating add-backs like financial inventory. Document as you go. Keep receipts. Write short notes explaining why each cost will not apply to the new owner.

A clean record builds trust and protects valuation.

If You Are Buying
Look at add-backs with a skeptical eye. Great deals often fall apart once the “adjustments” are tested. Unsupported or exaggerated add-backs usually indicate bigger issues under the surface. Catching them early can save you from overpaying or taking on risk you did not sign up for.

Need Help?
Whether you are preparing to sell or reviewing a potential acquisition, my firm Cooper CPA Group can help you validate add-backs, normalize earnings, and understand the real financial performance of the business.

Add-backs move valuation fast. A modest investment in reviewing them can easily return many multiples at closing.

⚙️ Deal of the Month: Heavy Industrial Machine Shop in Houston

A long-established heavy industrial machine shop in the Houston market is preparing to come to market. With annual revenue of ~$5 million, the company provides oversized machining, gear work, and emergency rebuild services for cement, mining, aerospace, and power generation clients.

Cooper CPA Group is currently engaged as a financial advisor on the diligence side, and the business is represented by an investment banking firm managing the sell-side process.

If you would like to learn more before this opportunity is shared more broadly, feel free to reach out and I can make the appropriate introductions.

🌌 Zen Corner: No Problem To Solve?

The human mind is built to solve problems. It scans for threats, unfinished tasks, and imagined scenarios even when nothing is actually wrong.

There is a simple question that can interrupt this automatic pattern:
What is here now if there is no problem to solve?

During the upcoming holidays, if you find yourself with a moment to be still, sit down and run this question through your head for a few minutes. You may be surprised at the simple clarity and peace it brings.

🍂 Until Next Month

If you or someone you know is thinking about buying or selling a business in 2026, or wants help preparing clean financials before sharing them with a buyer, I am always happy to connect.

Thank you again for following along. I hope you and your family have a meaningful and restful Thanksgiving.

Sincerely,
David

📧 [email protected] | [email protected] 
📞 (713) 205 2455
👉 Book a call with me