How is contingent consideration (an earn-out) accounted for after close under IFRS 3, and why can it create earnings volatility?
An advanced M&A Advisory question — expect it in final rounds and case-heavy interviews (IB, PE, Big-4 Transaction Services).
THE SHORT ANSWER
Under IFRS 3 contingent consideration is measured at fair value at the acquisition date and included in the cost of the combination (affecting goodwill). The subsequent treatment depends on classification: if it's classified as a liability (a cash/asset obligation), it's remeasured to fair value at each reporting date with changes generally going through profit or loss — so as the probability of hitting the earn-out targets changes, the P&L swings, sometimes materially and counter-intuitively (a successful acquiree raises the earn-out liability, creating a charge). If it's classified as equity, it isn't remeasured. Measurement-period adjustments (within 12 months, for facts existing at acquisition) instead adjust goodwill. The volatility matters because earn-outs common in growth/founder deals can produce large non-operating P&L movements that analysts must strip out — and management must explain — so structuring and disclosure are scrutinized.
WHAT INTERVIEWERS LISTEN FOR
- ✓Initial fair value at acquisition, included in consideration/goodwill
- ✓Liability-classified: remeasured to FV through P&L each period
- ✓Equity-classified: not remeasured
- ✓Measurement-period adjustments (≤12m) hit goodwill, not P&L
COMMON MISTAKES
- ✗Thinking earn-outs only affect goodwill
- ✗Not distinguishing liability vs equity classification
- ✗Missing the P&L volatility from remeasurement
Reading isn't the same as answering under pressure.
Interviewers don't hand you the model answer — you deliver yours on a clock. Practice this and 1,000+ questions with AI feedback on every answer.
RELATED QUESTIONS
- Walk me through a DCF.
- What is the difference between Enterprise Value and Equity Value?
- Why might you use EV/Revenue instead of EV/EBITDA?
- How do you calculate WACC?
- A company trades at 8x EV/EBITDA versus a peer at 12x. Why the gap, and what would you check?
- What is a football field chart and how is it used?