David’s Deal Digest – October 2025

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: family update, a new trusted advisors directory, career news, a lesson from the field on clean books, and a Zen reflection to close.

👶 Family Update: Baby Theo Arrives!

This September, my wife and I welcomed our second son, Theo, into the world.
That officially makes my first son, Owen, a big brother. It’s no easy change for him (It’s hard going from king of the house to just a prince 😂), but ultimately, I know he’ll be an amazing brother and will cherish this new relationship as he gets older.

Between diaper changes and buyer calls, life feels full right now. Being a father has made me acutely aware of how powerful transition periods can be. We spend so much time building routines, identities, and lifestyles, but all of that can change in an instant.

It’s chaotic, but it’s also where growth happens. These transitions stretch us, challenge us, and remind us that life’s most meaningful moments often arrive wrapped in uncertainty.

🍂 As we shed our old “leaves” this transitory fall season, let’s look with curiosity and excitement toward what’s next.

🤝 A New Resource: Trusted Advisors & Brokers I Partner With

Over the past few months, I have been building something I wish existed when I started in business brokering: a curated directory of professionals I genuinely trust.

Buying or selling a business is rarely a solo effort. It is a team sport. The right CPA, lender, attorney, or broker can make the difference between a deal that closes smoothly and one that never crosses the finish line. Think of it like a game of poker. When you have a strong hand, you hold the advantage.

This new section of my website highlights the people I consider my “face cards”. These are the professionals I call when a deal needs clarity, creativity, or forward momentum. Many are long-time partners I have worked with for years, while others are rising leaders across Houston and Texas who share the same commitment to transparency and execution.

Explore the new pages here:
🔗 Trusted Advisors
🔗 Other Brokers I Partner With

Whether you are preparing to sell, looking to buy, or simply planning your next business chapter, these are the people who help make things happen behind the scenes, and they are some of the best at what they do.

💼 Career Update: Joining Cooper CPA Group to Serve Business Owners in a Bigger Way

If having a new son wasn’t enough, I went ahead and got a new job too. I’m excited to share that I will be joining Cooper CPA Group as Director of M&A later this month.

Led by Gary Cooper, the most musical CPA you will ever meet, Cooper CPA Group has been serving Houston businesses for more than two decades. The firm helps owners strengthen their financial foundations through smart tax planning, accurate bookkeeping, and practical consulting that actually moves the needle.

In my new role, I will be leading the firm’s emerging M&A advisory practice, supporting clients on both the buy and sell side with:
✅ Business valuations and financial analysis
✅ Exit readiness and due diligence
✅ Buy-side guidance and deal structuring
✅ Referrals to trusted bankers, attorneys, and advisors

What I love about Cooper CPA Group is that it is more than an accounting firm. It’s a team that helps business owners make better financial decisions year-round, not just at tax time.

We work with clients to:
📊 Plan taxes proactively to reduce liability and improve cash flow
🧾 Clean up QuickBooks files to create reliable, decision-ready financials
🎯 Review performance quarterly to set goals and track progress
🏁 Plan successions and exits for smooth transitions when the time comes

Cooper CPA Group has deep roots in Houston, and I look forward to helping more Texas business owners plan their next chapter with confidence.

I will also continue my work as a Business Broker with First Choice Business Brokers, helping owners value, market, and sell their businesses directly. Together, these two roles allow me to serve clients across the full lifecycle of ownership — from growth and optimization to exit and transition.

If you or someone you know could benefit from a more strategic financial or M&A plan before year-end, I would be happy to connect and share more about how our team can help.

📞 Call: (713) 243-8590
🌐 Visit: www.coopercpagroup.com

⚙️ Tips from the Field: The Elephant in the Books

One pattern I see often in small business sales is financials that look fine on the surface but fall apart under closer review. I call this the Elephant in the Books.

It might be a major non-cash expense that never got booked, unreconciled cash receipts, or the infamous “miscellaneous” or “ask my accountant” transactions with no backup.

On paper, everything looks fine until a buyer starts digging and the elephant appears — laying its crushing weight on the value of the business.

In a recent transaction, a business appeared modestly profitable based on the owner’s reports. But during the buyer’s review, several expenses that had been missed or misclassified came to light, including rent adjustments, fees, and utilities. Once those were correctly booked, profitability nearly disappeared. The buyer revised their offer significantly downward, and the sellers ultimately accepted.

It is a reminder for owners that the time to clean up your books is before you share them, not after a buyer starts digging. Uncovering problems late in a deal causes stress, delays, and almost always devalues the business.

For buyers, it is the flip side of the same lesson: a deep financial review can pay for itself many times over. Catching inconsistencies early can lead to better pricing, stronger negotiation leverage, and a clearer picture of what you are actually buying.

If you are unsure where to start, you can explore my Trusted Advisors page for professionals who can help with financial clean-up, or reach out to me directly to learn how my new firm, Cooper CPA Group, supports both buyers and sellers in preparing or reviewing financials with confidence.

🧘 Zen Corner: The Paradox of Change and Permanence

This month has brought a lot of change: welcoming a new baby, stepping into a new role, and finding a new rhythm at home and work.

Zen meditation teacher Henry Shukman wrote: “That which changes cannot change into that which never changes.”

At first, it sounds like a puzzle. But it points to something simple and profound. Everything we see, from our roles and thoughts to the businesses we build, is always changing. No amount of effort can make the temporary become permanent.

Beneath all of that movement, though, there is something steady and unchanging: awareness itself. The quiet part of us that simply notices everything rise and fall.

It’s like the ocean and its waves. The surface is always in motion with peaks, crashes, and calm, but the depth below stays still. The waves don’t need to become the ocean. They already are the ocean.

🌊 Peace isn’t about stopping the waves of change, but remembering we’ve always been the ocean underneath.

If you are looking to explore that stillness for yourself, I highly recommend The Way, a mindfulness app created by Henry Shukman that’s grounded, practical, and deeply insightful.

📬 Until Next Month

If you know a business owner who might benefit from this newsletter or from a conversation about valuation, exit planning, or financial strategy, feel free to forward this or connect us directly.

Thank you for being part of my community.

Until next time,
David

David Downing
📧 [email protected] | 📞 (713) 205-2455
👉 Book a Call With Me