Fix number in the Earn Out Agreement

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

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one of the most often unthought of side effects of opening an Etsy business or running a business in general is dealing with those customers that are a little crazy a little nutty I mean lack lack of uh PC here but uh lets just call it what it is if you deal with enough people over time the crazies are going to come out of the woodwork um and just because a customer has a problem or has an issue doesnt make them crazy but there are there are customers that are very hard to please and they look for opportunities uh to kind of work the uh quote unquote system so today I want to talk about some of the problems and some of the encounters and things that you have to watch out for and be prepared for uh with customers and their problems and their issues and sometimes some of these bring out the the the worst of the worst its going to happen but being prepared can definitely help lets go hey everyone what is going on Welcome Back to the handmade and Beyond podcast Im LL your host and I a

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What Is an Earnout? An earnout is a contractual provision stating that the seller of a business is to obtain additional compensation in the future if the business achieves certain financial goals, which are usually stated as a percentage of gross sales or earnings.
This means if the seller is trying to sell the business for a price more than a buyer is willing to buy, an earnout can be made, so if, say, there is a profit of more than 1 million dollars, then 5% of the gross sales should be paid to the seller over the next two years.
Earnout structures involve seven key elements: (1) the total/headline purchase price, (2) the % of total purchase price paid up front, (3) the contingent payment, (4) the earnout period, (5) the performance metrics, targets, and thresholds, (6) the measurement and payment methodology, and (7) the target/threshold and
Earnouts are a type of purchase agreement where an element of the price is contingent upon the performance of the business after the sale. They are often linked to a post-deal EBITDA target, but can also be driven by revenue or other KPIs, depending on the circumstances.
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.
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.
An earn-out provision typically requires the buyer to make one or more contingent payments after closing, which are payable if and when specified targets are satisfied within specified periods.

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