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Germaine Curtin Transaction Attorney. GLOBAL SPONSORS Platinum Sponsors. Earn-Outs and how they impact the sale of a business. Matt Slappey CBI, BCI Certified Business Intermediary Mergers and Acquisitions (M&A) Advisor. Earn-Out. Definition according to Google: - PowerPoint PPT Presentation


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GLOBAL SPONSORSPlatinum Sponsors

Germaine CurtinTransaction Attorney

1Murphy Business & Financial Corporation3Earn-OutDefinition according to Google:a provision written into some financial transactions whereby the seller of a business will receive additional payments based on the future performance of the business sold

Wikipedia defines it as:Earn out refers to a pricing structure in mergers and acquisitions where the sellers must "earn" part of the purchase price based on the performance of the business following the acquisition. In an earn out, part of the purchase price is paid after closing based on the target company achieving certain financial goals

3Our Firm Time: __________

Read Slide

Point: Our experience and knowledge of this market and these businesses

Point: Explain WHY these are important characteristics of a M&A firm

Time: __________

Murphy Business & Financial Corporation4Reality of an Earn-outAn earn-out is used in most cases to bridge what a seller thinks his/her company is worth to the price that a buyer is putting on that same business.

When a business is full of potential that the owner has never actually realized (some of this is real and some is smoke)

Keeps negotiations alive when the parties seem far apart.

4Our Firm Time: __________

Read Slide

Point: Our experience and knowledge of this market and these businesses

Point: Explain WHY these are important characteristics of a M&A firm

Time: __________

ScenarioYou have a listing/engagement with a client.

The client has $500K per year in cash flow.

The market will tell you that a buyers offer of 3 x cash flow is not unreasonable.

The seller wants $2,000,000+ or a 4x+ multiple

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5Things to understandWhy does the seller think the company is worth more than the market rate?

Is there a valid reason that the company is worth more?

Is there true unrealized potential?

Is the company about to land a large contract or opportunity?

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6Examples of companies that lean toward an earn outConsulting companies

No sales reps other than the owner

No management other than the owner

Family members involved in the business

Professional practices Murphy Business & Financial Corporation7

7SBA Deal?If you are going to seek financing via an SBA loan for your deal, do not pursue an earn-out because the SBA does not allow the use of earn-outs. They require a defined purchase price.

This is not the SBA lenders in the room making the rule, it is the SBA.

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8Earn-Out StructureCreate an earn-out that is the most simple and effective way to measure company or owner performance.

Complicated earn-outs must be clearly understood by all parties and all parties must be able to verify all the information required to create the payouts.

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9Types of StructuresRevenue Goal

Gross Profit Goal


Retention of current clients

Acquisition of new clients

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10Tax ImplicationsMost earn-outs are treated as an Installment Payment which allows taxation in the year it is actually received.

Can use this technique to keep taxation of sales of smaller businesses under the top tax rates.

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11Tax ImplicationsMurphy Business & Financial Corporation12

Instead of $500,000 today, what if a seller gets $87,850 this year and for the next 5 years? Tax savings of $73,000 that seller gets to keep because of the tax structure of the payments! (14.6% x $500,000)Tax Rates-Single Person

Annual Income

25%36,251-87,85028%87,851-183,25033%183,251-398,35035%398-351-400,00039.6%400,001+12Tax NoteIt should also be noted that there may be situations in which a seller would choose to recognize the sale of a business currently and forego deferral treatment, such as when a business is sold at a loss, or when it is known or expected that tax rates will increase in the future.

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13Taking care of employeesIt is possible for an owner to expense a portion of his earn out payments that are then paid to employees for retention or performance that leads to the seller receiving an earn-out payment. Scenarios change as to how to legally do this based on differences in an asset or stock deal, so consult a qualified attorney and/or tax advisor.

This can really motivate employees to achieve the earn out goals, thus earning it for the seller! Murphy Business & Financial Corporation14

14SummaryEarn outs are a powerful tool to bridge the gap in business values.

Both sides can benefit from using them effectively.

There are tax implications and advantages of earn outs.

Knowing how to navigate earn-outs can help you close more transactions.Murphy Business & Financial Corporation15

15Thank You For Your Time!Questions?Matt

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