Earnouts and other forms of contingent consideration provisions are becoming more common, which adds a level of accounting complexity. To shed light on the fundamentals, PwC partners Andreas Ohl and Chris Rhodes join Heather Horn to discuss the different types of structures and the related accounting considerations from the perspective of both the buyer and seller. 

Topics include:

• 0:46 - The motivations behind earnouts. Before getting into the accounting, we begin by discussing some of the typical motivations for these provisions. 
• 6:28 - Deal structure. Andreas and Chris share common financial and non-financial deal structures stressing the importance of clearly defined terms.
• 9:18 - Buyer considerations. There are various considerations that a buyer needs to consider in their accounting. Andreas walks through the guidance.
• 17:49 - Seller considerations. What does the seller need to consider? We explain.

Andreas Ohl is a partner in PwC's National office focused on mergers and acquisitions under US GAAP and IFRS. Andreas is chairman of the Business Valuation Standards Board at the International Valuation Standards Council, is a member of the working group that authored the AICPA's In-Process R&D guide, and has served as a member of the FASB's Valuation Resource Group.

Chris Rhodes is a partner in PwC's Transaction Services practice. He provides commercial structuring, valuation, and accounting advice for a variety of transactions under both US GAAP and IFRS. His focus includes strategic transactions, such as acquisitions, divestitures, and joint ventures, along with capital raising and capital restructuring. Chris has advised companies across a variety of industries, but concentrates on non-financial services companies.

Heather Horn is PwC’s National office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series, as well as periodic webcasts for the power and utilities industry. With over 25 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].