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Earnings and quality

Revenue recognition

Also known as: rev rec, ASC 606, IFRS 15, revenue recognition principle

Definition

Revenue recognition is the set of accounting rules that determines when, and in what amount, a company records revenue. Under US GAAP (ASC 606) and IFRS (IFRS 15), revenue is recognized when control of goods or services transfers to the customer, not simply when cash is received.

Updated November 2026

Revenue recognition, explained simply

For diligence the practical question is whether revenue sits in the right period. Recording a sale before delivery, or recognizing an annual prepayment in full on day one, overstates the current period and understates the next.

Aggressive recognition immediately before a sale is a well-known risk, so revenue testing is central to a quality of earnings analysis.

Where the revenue belongs

Illustrative

Alder Creek, an order of $0.4 million around the 2025 year end

Recording revenue on invoice in December moves about $0.13 million of profit, at a 33% gross margin, from 2026 into 2025.

The five steps of ASC 606

  1. Identify the contract with the customer
  2. Identify the performance obligations in the contract
  3. Determine the transaction price
  4. Allocate the price to the performance obligations
  5. Recognize revenue when, or as, each obligation is satisfied

Common issues found in diligence

IssueExample
Cash-basis accountingRevenue recorded when paid rather than when earned
Early recognitionInvoicing before goods are shipped
Upfront paymentsAnnual fees recognized in full on day one
Rebates and returnsDiscounts granted later but not accrued
Bundled contractsProduct and service sold together, recognized as one

Worked example

In late December 2025, Alder Creek invoiced and recorded a $0.4 million order. The goods shipped on 5 January 2026, so the revenue belongs to 2026. At a 33% gross margin, about $0.13 million of profit moves from 2025 into 2026.

Alder Creek Manufacturing, Inc. is a fictional company. All figures are illustrative.

Why it matters in a deal

Revenue timing affects EBITDA, working capital and trends. A spike at period end, or a policy that favors early recognition, is a recognized risk in the months before a sale.

Red flags

  • A spike in sales in the final days of a period
  • Revenue rising while deferred revenue falls
  • No written revenue recognition policy

Frequently asked questions

What is revenue recognition in M&A?
Revenue recognition is the set of accounting rules that determines when, and in what amount, a company records revenue. Under US GAAP (ASC 606) and IFRS (IFRS 15), revenue is recognized when control of goods or services transfers to the customer, not simply when cash is received.
Does ASC 606 apply to private companies?
Yes, to those preparing financial statements under US GAAP.
Is cash-basis revenue acceptable in a transaction?
Buyers usually convert it to accrual so that periods can be compared fairly.

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