Assess whether related-party sales should be backed out of valuation (8e9617)

SITUATION The working file is QoE add-backs the seller marked 'normalized' after a contractor who actually wrote the core code. Commercial-diligence partner in a family-office reviewing a manufacturing target has to name Proceed or Reprice for this M&A Due Diligence Earnings and Revenue Quality file.

DECISION Commercial-diligence partner in a family-office reviewing a manufacturing target must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after a contractor who actually wrote the core code.

HYPOTHESES TO TEST 1. QoE add-backs the seller marked 'normalized' reads as Proceed once a contractor who actually wrote the core code is lined up to the same M&A Due Diligence population. 2. QoE add-backs the seller marked 'normalized' is closer to Reprice after a contractor who actually wrote the core code; Proceed would over-claim this Earnings and Revenue Quality extract. 3. Walk is still live in QoE add-backs the seller marked 'normalized' for commercial-diligence partner in a family-office reviewing a manufacturing target. 4. QoE add-backs the seller marked 'normalized' is missing the fact commercial-diligence partner needs after a contractor who actually wrote the core code; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in QoE add-backs the seller marked 'normalized'. 2. Map reps, earnout mechanics, and integration risk a family-office reviewing a manufacturing target would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to related-party sales should be. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read QoE add-backs the seller marked 'normalized' against a contractor who actually wrote the core code and write the one fact that would move related-party sales should be for commercial-diligence partner.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (QoE add-backs the seller marked 'normalized' after a contractor who actually wrote the core code). Lead with the M&A Due Diligence option QoE add-backs the seller marked 'normalized' can support after a contractor who actually wrote the core code, then the two facts that force it, then the Monday action for commercial-diligence partner in a family-office reviewing a manufacturing target.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on related-party sales should be, then the evidence in QoE add-backs the seller marked 'normalized', then the action for commercial-diligence partner - Hypothesis scorecard against QoE add-backs the seller marked 'normalized': supported / rejected / untestable - What changes related-party sales should be if a contractor who actually wrote the core code is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others