Contingent consideration definition
/What is Contingent Consideration?
Contingent consideration is an obligation of the acquiring entity to transfer additional assets or equity interests to the former owners of an acquiree. The amount of this consideration can be significant, depending on the subsequent performance of the acquiree. The terms under which this consideration will be calculated and paid is part of the acquisition agreement. The consideration will only be paid if specified future events occur or conditions are met.
Advantages of Contingent Consideration
There are several advantages to the use of contingent consideration, which are as follows:
Price reduction. A buyer can use it to avoid paying too much for a target company. If the buyer suspects that the seller’s forecasts are too high, then achieving the forecast can be tied to contingent consideration.
Reduced cash payout. The buyer does not need to pay as much cash up-front. Instead, some of the purchase price is delayed until the actions tied to the contingent payment are achieved.
Seller incentive. The prospect of an additional payout at a later date is an excellent incentive for the sellers to continue working for the business after it has been sold.
Accounting for Contingent Consideration
The amount of contingent consideration paid is recorded at its fair value in the accounting records of the acquiring entity.
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The Difference Between Contingent Consideration and Deferred Consideration
Contingent consideration and deferred consideration are both forms of payment in business acquisitions, but they differ in structure and certainty. Deferred consideration refers to a portion of the purchase price that is agreed upon upfront but paid at a later date, making it a certain and fixed obligation. In contrast, contingent consideration is a payment that depends on the achievement of specific future events or performance targets, such as revenue milestones or regulatory approvals, meaning it is uncertain and conditional. While deferred consideration is typically included as a liability at the time of the transaction, contingent consideration may be recognized only if the conditions are likely to be met and can be measured reliably.