The Downside of Earnouts

question 33

Essay

The Downside of Earnouts
In the mid-1980s, a well-known aerospace conglomerate acquired a high-growth systems integration company by paying a huge multiple of earnings. The purchase price ultimately could become much larger if certain earnout objectives, including both sales and earnings targets, were achieved during the 4 years following closing. However, the buyer's business plan assumed close cooperation between the two firms, despite holding the system integrator as a wholly owned but largely autonomous subsidiary. The dramatic difference in the cultures of the two firms was a major impediment to building trust and achieving the cooperation necessary to make the acquisition successful. Years of squabbling over policies and practices tended to delay the development and implementation of new systems. The absence of new systems made it difficult to gain market share. Moreover, because the earnout objectives were partially defined in terms of revenue growth, many of the new customer contracts added substantial amounts of revenue but could not be completed profitably under the terms of these contracts. The buyer was slow to introduce new management into its wholly owned subsidiary for fear of violating the earnout agreement. Finally, market conditions changed, and what had been the acquired company's unique set of skills became commonplace. Eventually, the aerospace company wrote off most of the purchase price and merged the remaining assets of the acquired company into one of its other product lines after the earnout agreement expired.
-Describe conditions under which an earnout might be most appropriate.

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Definitions:

Monopolistic Competitive Firms

These are companies in a market structure characterized by many firms selling products that are similar but not identical, allowing for some degree of market power.

Elastic

A term used in economics to describe a situation where the demand or supply for a good or service significantly changes in response to a change in price.

Product Differentiation

A tactic used by companies to distinguish their products from those of competitors by highlighting unique features.

Customization

The process of modifying goods or services to meet specific customer preferences or requirements.