Pitfalls Around Earnouts (and Why They Rarely Payout)

By George Deeb
Published: May 30, 2019 | Last updated: March 21, 2024
Key Takeaways

“The devil is in the detail, in terms of how an earnout gets written.”


An earnout is a financing arrangement for the purchase of a business in which the seller finances a portion of the purchase price, and payment of this amount is contingent on achieving a predetermined level of future earnings. An earnout is often used to bridge a valuation gap. The seller only gets paid if the predetermined level of future EBITDA or other financial targets are achieved.


Earnouts typically never pay out the way a selling company is hoping they will, emphasizing the importance of making sure you are 100% content with the upfront proceeds only in the event the earnout payout ends up being zero. The reason earnouts rarely payout as planned are numerous, including:

  • The way it was actually written, which can end up benefiting the buyer
  • The buyer is not naturally motivated to have their behavior drive additional proceeds to the seller
  • Typically, the pace of business post a sale is materially slower than life before the sale
  • Unexpected things can happen, that may or may not be in your control. I will address each of the points below

The Devil Is in the Detail

The devil is in the detail in terms of how an earnout gets written. The first issue is whether it is driven by future revenues (which is in seller's benefit) or future EBITDA (which is in buyer's benefit). Revenue is 100% clear and clean, but buyers do not want sellers to load up marketing losses trying to juice up revenues to get a higher payout. And, on the flipside, sellers should be wary of an EBITDA-based earnout—because, after they sell the company, there could be a lot of corporate expenses which may be pushed down to your divisional level and hurt EBITDA and the earnout.


In addition, earnout payment calculations can be manipulated by other things, like making adjustments for any net working capital changes of the company. Balance sheet movements are a lot harder to control than income statement movements. For example, you can't control how fast your vendors pay your accounts receivable owed to you, meaning any inflation in your collection time could decrease your earnout payment. Same type of thing around any capital expenditure-based adjustments, where any monies you spend on needed asset purchases to drive your growth could also end up hurting your expected payout.

Let's face facts. A buyer is typically more than happy to wait a year before investing a lot of their promotion support in your business (which you are most likely hoping for to drive the earnout). From a buyer's perspective, why pay $15MM for a business when they can pay $5MM, with no additional earnout payments made. So, unless you detail otherwise in your agreement, don't expect the buyer to be doing a lot of sales or marketing favors for you during the earnout period.

Seller Beware

Protect yourself from the buyer loading up a lot of expenses during the earnout period, which can hurt your payout. For example, sales & marketing expenses today, which will help long-term growth of the buyer, will typically come at a loss during the earnout period until the future revenues are driving for the buyer well after the earnout period has ended (great for them, horrible for you).


When selling to big companies, don't expect the way things operated at your company will be the same after the sale. Typically, the pace of business will get a lot slower, based on both new corporate tasks required and the slower decision making process of bigger companies. Any slowdown in pace could impact your ability to maximize the earnout payout.

Then there is the list of all the unexpected things that could happen during the earnout period which can hurt the payout. Perhaps there is a big hit to the economy, like there was around 9/11/01. Or, some hurricane wipes out your home office in New Orleans. Or your salesperson is 'cooking his books' to drive more commissions, only to find out the contracts were never real too late in the earnout period to actually make up for the unexpected shortfall. This last point actually happened to one of my businesses during its earnout period, costing the shareholders around $3MM of additional proceeds!


Must-Haves in Earnout Structure

Earnouts have a bad rap, but sometimes are necessary in order to get your shareholders a reasonable way to achieve their ROI objectives. So, when you use an earnout structure, make sure:

  1. It is iron clad in its drafting, so no confusion and no opportunities for the buyer to manipulate the calculation.
  2. Negotiate for the buyer to bring full promotional support day one, at no impact to the payout calculation.
  3. Make sure you are realistic on what life will be like, post sale, to make sure you are still happy with the deal with slower growth assumptions.
  4. Make sure the business is largely run as-is until the earnout period is ended, to prevent any unexpected buyer expenses, decisions or process from negatively impacting the earnout.

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Written by George Deeb

George Deeb
George has a passion for start-ups and formalized his consulting efforts as the Founder and Managing Partner of Red Rocket in 2010. George has consulted over 500 startups since launching Red Rocket. George has a very deep base of relationships in the startup, digital and venture community, in Chicago and nationwide. 

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