Fix issue in the Earn Out Agreement

Aug 6th, 2022
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How to fix issue in the Earn Out Agreement

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hello and welcome to another tutorial video were gonna continue with the theme that weve been using these past few lessons and answer a question that was submitted the other day and also a question that is very common about a topic that we think causes a lot of confusion so heres the question that came in one of our students wrote in and said can you explain what happens with an urn out in an MA deal how do you model it how do you factor it into the purchase price allocation schedule the sources in use and schedule and possibly other schedules in the model and then where does it show up on the three financial statements now the truth is that there have been books written about this topic and very long academic papers so we cant go into all that here what I want to do though is give you the short crash course version of this topic so that you know the key points to cover it were gonna start off by telling you a little bit about what urn outs are and why you use them then well go

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Tax: Purchase Price or Compensation Expense? Generally, an earn-out will be treated for tax purposes as part of the purchase price. However, if the selling shareholder will continue to provide services to the company, it is possible that the amount will be considered compensation for services.
As one court commented, an earnout reflects a disagreement over the value of the business that is bridged when the seller trades the certainty of less cash at closing for the prospect of more cash over time . . . But since value is debatable and the causes of underperformance equally so, an earnout often converts
Accounting treatment of the earnout. From an auditors perspective, payments associated with a specific post-deal period of employment of the seller will be treated as compensation. On the other hand, if payments are made regardless of the sellers employment, it could be recognized as additional purchase price.
Uncertainty: One of the main drawbacks of an earn-out payment is the uncertainty involved. Since the payment is contingent upon the future performance of the business, there is no guarantee that the seller will receive the additional payments they are hoping for.
The seller might drive down costs artificially to boost earnings, or the buyer could inflate costs to decrease profits. One alternative to an earn-out is a staggered purchase, where a valuation for the business is agreed.
If the contingent earn-out is considered to be additional purchase price, the fair value of the contingent earn-out is recorded as a liability (or asset in select cases) or equity (if equity instruments are to be issued) at the acquisition date and the fair value is considered part of the consideration paid, thus
An earnout thats treated as compensation is immediately deductible. On the other hand, the earnout must be capitalized and amortized over time if its considered a deferred payment on the purchase price.
If recognised, the expected earn-out payments should be disclosed in the individual financial statements as acquisition costs of the shares at present value at the time of the acquisition. At the same time, a provision should be recognised as a liability and compounded in subsequent periods.

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