The Securities and Exchange Commission is getting some pushback from Amazon over staff requests for more disclosure regarding its recognition of revenue under a massive new accounting standard that took effect this year.
The SEC wrote to Amazon after reviewing the company’s second quarter filing of 2018 to ask for more disclosure about revenue associated with Amazon’s “Prime” members. The SEC found a Form 8-K disclosure indicating the company exceeded 100 million paid Prime members and shipped more than 5 billion items to Prime members in 2017. “In future periodic reports, please disclose the percentage of net sales attributable to sales to Prime members versus sales to non-Prime members,” wrote William Thompson of the SEC to Amazon CFO Brian Olsavsky.
“We respectfully do not believe that net sales attributable to Prime members versus sales to non-Prime members is meaningful or useful information,” replied Shelley Reynolds, vice president and worldwide controller for Amazon. Some products purchased by Prime members are sold by third-party sellers, she said. “Management does not track the percentage of net sales that are attributable to Prime members and, therefore, Prime membership status is not tied into our financial reporting systems.”
The new revenue standard, Accounting Standards Codification Topic 606, or ASC 606, requires companies to follow a new, five-step method for determining when and in what amounts to recognize revenue in financial statements. The SEC indicated early on it planned to respect judgments in the early days of implementation to give companies some time to adapt to the new approach. Staff has also indicated, however, it plans to scrutinize year-end disclosures more closely.
Amazon’s refusal to answer the question about Prime membership revenue is similar to an earlier exchange between the SEC and Google parent Alphabet over YouTube revenue, says Marc Butler, director at analytics firm Intelligize. “It will be interesting to see whether Amazon’s argument emboldens more tech companies to shield revenue information from disclosure, and how the SEC will react if that occurs,” he says.
In its comment letter to Amazon, the SEC also asks the company to better explain how it determines whether it is acting as the principal or an agent in its sale of digital media content. The difference is important because it determines whether a company recognizes revenue on a gross or net basis, which can drive a significantly different number to the top line in financial statements.
The answer depends, Reynolds replied, on whether the company’s promise to the customer is to provide digital content, in which case Amazon is the principal and recognizes gross revenue, or to facilitate a sale to a third party, where Amazon is an agent recognizing revenue on a net basis. And that determination hinges on whether Amazon has control over the content before it is transferred to the customer.
Sometimes, that’s not entirely clear, wrote Reynolds, so the determination rests on indicators in ASC 606 that address which party is responsible for fulfilling the promise and establishing pricing. “We base our gross versus net decision on this assessment,” she wrote.
The SEC also asks Amazon to clarify whether its revenue related to third-party seller services, advertising services, and Amazon web services are recognized at a point in time or over time. That’s been another area of complicated analysis, especially for technology companies that provide bundled goods and services and subscription-type services.
“Revenue related to arrangements recognized at a point in time are recognized when the related services are provided,” Amazon’s Reynolds wrote. “Revenue related to services provided over time are primarily recognized using output methods, such as consumption or lapse of time, which is the most representative measure of the value of the services transferred to the customer.” Reynolds promised to edit the disclosure in future filings.
Finally, the SEC asked Amazon to disclose in future reports any increases in net sales that are attributable to the adoption of new services, like Amazon SageMaker, a machine learning service. Amazon replied it did not identify any material increase in net sales linked to Amazon SageMaker, but it promised to disclose “any material increases in net sales attributable to new products and services” in management discussion and analysis.