Earnouts Introduction
- 02:19
What are earnouts and deferred consideration?
Transcript
Now we're gonna take a look at Earnouts. And these are sometimes known as deferred consideration. So what are Earnouts? What is deferred consideration? This is also sometimes called contingent consideration. This is a situation where in an acquisition, the acquirer and the vendor agree that some of the purchase price is going to be deferred into the future. So it's not gonna be made at the deal date, but in the future. Now, usually in those situations, the future payment is linked to the underlying performance of the business. So the payment may be larger or smaller depending on the performance. So the performance is very good, the Earnout or the contingent consideration could be very high. If it's very poor, it could be zero. So this additional payment in the future can either be in the form of cash or it can be in the form of shares, and that will affect how you'll account for the contingent consideration. So in some cases, it will be a liability. In other cases, it will be equity. Certainly my experience in most situations, it is treated as a liability. Now, why would you do this? Well, there are two big reasons why we have Earnouts and contingent consideration. The first is that in some businesses there's some uncertainty about the future performance of the business. And this is a great way of getting the acquirer confident that the business is not gonna fall off a cliff after the acquisition. And the second reason it's often used is where there's a big gap in price sector expectations between the acquirer and the vendor. And the Earnout is a way of kind of meeting those expectations. And usually the acquirer is prepared to pay a little bit more if the additional payment is pushed into the future and it's linked to the underlying performance of the business. So you can see here we've got an example. Three year old FinTech group sold for 275 million. It's called ClearScore. And it says at the very bottom of this article that there's an additional Earnout payable on top of that purchase price, but it was contingent on financial targets being met. And that could have been a profit growth or some such measure.