Ethan Lee

Ethan Lee

Partner | Hemming Morse

If You’re Not Controlling Your Narrative, They Will

Ethan Lee & Tim Vavla · RizeCon 2026 · Pocatello

Three words. Cash flow, risk, and growth. That’s what buyers are paying for — and that’s what determines whether the exit you’ve been working toward is the one you actually get. Ethan Lee, a valuation expert who spent years as a forensic expert witness testifying in court on business disputes, and Tim Vavla, whose background in data analytics at Oracle and Sun Microsystems informs how they help clients manage and measure their way to stronger exits, came to RizeCon to make the abstract practical. The framework they use works for businesses at every stage — startup through late-stage — because the knock on the door can come at any time.

The session was part valuation primer, part live dashboard demonstration, and part honest conversation about what companies are getting wrong. The through-line: data visibility solves a surprising number of problems, and controlling the narrative before a buyer defines it for you is one of the most underused levers in the exit process.

What they covered

Cash flow, risk, and growth — the three valuation drivers. Buyers are purchasing the future earnings of a business. They evaluate that purchase through three lenses: how predictable and substantial the cash flow is, how much risk exists in the transfer of ownership and operations, and what growth prospects remain. Almost everything else in an exit conversation traces back to one of these three factors. Understanding which of the three is your weakest leg — and addressing it before going to market — is the entire game.

Predictable cash flow commands a premium. Service businesses, in particular, have a natural advantage here when they can demonstrate recurring revenue — whether through contracts, subscriptions, licensing, or leases. Private equity buyers live by ARR and MRR (annual and monthly recurring revenue) because predictability lowers risk. A construction company that’s 70-80% new build is a much harder underwrite than one that has a stable base of retrofit and remodel work — because one depends on macro factors outside any operator’s control and the other doesn’t.

Risk management is narrative control. One of Ethan and Tim’s current clients is a construction company with 35% of revenue concentrated in a single customer in a niche market. To a financial buyer unfamiliar with the industry, that reads as a red flag. When they got deeper, they found the niche was effectively recession-proof. That concentration story, told correctly to the right buyer, actually becomes a risk-mitigation factor. What looks like a liability becomes a feature — but only if you’re the one telling the story. If you’re not prepared, buyers write the narrative themselves, and that narrative will lower your multiple.

Financial hygiene before going to market. The quality-of-earnings process — where a buyer’s team audits the financial statements — is standard on the buy side. The trend is toward sellers doing it themselves first, proactively, before going to market. The goal is to find the gaps before they do, normalize EBITDA, and document the add-backs clearly. For a company where tax minimization has been the goal, that means cleaning up expenses that were written off but should be normalized before presenting to buyers. Tim’s line: EBITDA multiples are simply measures of required rate of return. A 5X multiple means the buyer needs a 20% return. A 3X multiple means they need 33%. More risk equals lower multiple. Controlling what looks risky controls the price.

Data visibility creates maturity — and maturity commands better multiples. Tim presented a live dashboard built for a fictitious but realistic assisted living company, pulling data from accounting systems, electronic health records, payroll, credit card transactions, and food services into a single view. The story it told: when data from siloed systems gets aggregated into one place and made visible, behavior changes. Not because the problems are new — they were always there — but because visibility creates accountability. Their healthcare client reduced overtime by 65% in a single year, not because they implemented some radical new system, but because the managers could finally see the overtime clearly. The same pattern played out in food costs: when the head chef was shown the data broken down by category — meat, dairy, produce, by item — food costs dropped the next two months without additional intervention.

Making a smaller business look bigger. Financial buyers like companies in the $20-50 million range because there’s more maturity, more process, more demonstrated capability to operate without the founder. Tim’s argument: if you’re a $5-10 million company, you can operate with that same level of maturity. Systems, data, documented processes, quality financial reporting — these are signals that communicate institutional readiness. A smaller company that can demonstrate data-driven management, clear financial controls, and process consistency looks significantly less risky than one of equal revenue that doesn’t. And less risky means a better multiple.

Growth strategy and accountability. A manufacturing company they work with was essentially waiting for the phone to ring rather than proactively pursuing business. Getting explicit about a growth strategy — what does the pipeline look like, what’s in backlog, what’s the forecast — and then building accountability structures around it gives buyers something to see. It also gives sellers a better story to tell: not just what the trailing twelve months looked like, but where the business is going and how you’re managing toward that.

The silver tsunami context. Baby boomers are retiring en masse, and there’s an enormous amount of business wealth tied up in privately held companies that will be coming to market. In that environment, being the differentiated seller — the one with clean books, strong data, low owner dependency, and a coherent narrative — is the competitive advantage. When businesses are abundant on the market, buyers become more selective. The ones that get picked are the ones that look mature and de-risked.

What attendees got

Ethan and Tim offered to continue conversations after the session and indicated they work on a combination of advisory fees tied to milestones and success fees on completed sell-side transactions. They also noted they work with clients on both the buy side and the sell side, and on succession planning for worst-case scenarios: sudden disability, death in the ownership group, or divorce. Knowing the exit plan before the emergency is what protects everyone.

One story that landed

The assisted living dashboard demo. Tim walked the room through how one company reduced its overtime bill by 65% in a year — not by implementing a new payroll system or firing people, but by making the overtime visible in a way management hadn’t seen before. The data was always there, in the payroll system. It just wasn’t being looked at in context. Once they saw it, they responded. Shift bonuses came down 30-40%. Food costs followed the same pattern: the head chef was brought into a room, shown a breakdown of what was being ordered by category and item, and costs dropped the next two months. Tim’s line on this: it’s like quantum physics — when something is viewed, it changes. Visibility creates behavior change.

“If you’re in front of a potential buyer and you’re not in control of your narrative, they’re going to manage the narrative for you.” — Tim Vavla

“Being prepared for an optimal exit is critical because you never know when you’re going to get the knock on the door.” — Ethan Lee

About the speakers

Ethan Lee is a valuation professional whose career began in forensic expert witness work — testifying in court as to the value of businesses in dispute matters. He now works on the deal side, helping business owners navigate exits and growth through acquisition. Tim Vavla brings a data analytics background from Oracle and Sun Microsystems to the M&A advisory work he and Ethan do together. The firm has been operating for approximately three years and works with companies in the two-to-twenty million revenue range, helping them build the financial and operational maturity that supports a premium exit.

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