SPECIAL REPORT REVENUE RECOGNITION FROM AN ONLINE MARKETPLACE

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1 SPECIAL REPORT REVENUE RECOGNITION FROM AN ONLINE MARKETPLACE

2 Online marketplace: A forum for transacting commerce by leveraging third party inventory, marketplaces offer a variety of products typically from multiple suppliers and the convenience of purchasing multiple products and brands from a single location. In a marketplace transaction, the marketplace owner may report the total amount received from customers or report only the commission paid by suppliers (brands or merchants). In the case of the former, the marketplace owner is the Merchant of Record while in the latter, the suppliers assume this status. The decision to recognize revenue as Gross versus Net calls for an assessment of the risks and rewards of being the Merchant of Record. Total Item Price Gross Revenue Total Item Price The key risks assumed by the Merchant of Record are those of inventory and credit. While the marketplace owner does not carry any inventory as the Merchant of Record, it is legally responsible for the products in the event of returns by the customer or lost orders. The Merchant of Record also bears the costs associated with chargebacks and credit card fraud. Cost of Goods Sold The key reward of being the Merchant of Record is that the marketplace owner has exclusive ownership of customer data. As customers may be sensitive to dissemination of their information to parties other than the marketplace owner, Merchant of Record status is valuable in that it prevents suppliers from getting this data. Another important distinction is that the Merchant of Record manages customer satisfaction a responsibility that the marketplace owner can use to its benefit to provide superior service and therefore enhance its brand value. Structurally, in an owner-branded marketplace one in which only the brand of the marketplace is visible to customers the marketplace owner is typically the Merchant of Record. In a supplier-branded marketplace one in which customers are able to see which supplier is providing the product suppliers tend to have a strong preference to be the Merchant of Record. The benefit to suppliers here, of course, is that they receive the same Gross Profit Commission customer data as the marketplace owner, enabling them to target customers directly in future marketing efforts. While the marketplace owner relinquishes exclusive ownership of the data, there are benefits to this case as well: namely, the ability to outsource tax remittance and customer service. The Merchant of Record designation must be supported by the payment processing solution that the marketplace uses. While a AN EVOLVING TOPIC MERCHANT OF RECORD RISKS VS REWARDS

3 standard relationship using a payment gateway, processor and acquiring bank will not guarantee that suppliers can be the Merchants of Record, a new breed of online payment companies are offering solutions that give marketplaces more options in assigning the Merchant of Record. Ways to Record Revenue This section provides a more detailed comparison of Gross and from an accounting standpoint. Gross Revenue Gross Revenue is the income generated by a company through sales of goods, without any kind of deduction taken into consideration. Gross reporting treats the transaction as the marketplace owner purchasing a product from the supplier and then selling it to the end-user. As such, revenues represent the marketplace s Gross Merchandise Volume (GMV). is used to define a commission-only revenue model. Net Revenue is a fixed-commission value whereby the marketplace owner is treated as a sales agent and does not set prices or assume inventory risk. The Emerging Issues Task Force (EITF), which assists the Standards in Financial Accounting Standard Board (FASB), recognizes that best practices in ecommerce accounting continue to evolve and provides the following guidelines: In order to record Gross Revenue, the marketplace owner should meet some of the following criteria: The marketplace owner is the primary obligor in the arrangement The marketplace owner has general inventory risk Back-end general inventory risk exists if the customer has a right of return and the marketplace owner will take title to and assume the risks and rewards of ownership of the product if it is returned The marketplace owner has the ability to determine the price at which it sells the product or service The marketplace owner changes the product or performs part of the service The marketplace owner has discretion in supplier selection When a marketplace has multiple suppliers for a product or service ordered by a customer and discretion to select the supplier that will provide the product or service ordered by a customer, it is an indication that the marketplace owner is acting as a principal The marketplace owner has physical loss inventory risk (after customer order or during shipping) The marketplace owner has credit risk In order to record, the marketplace owner should meet some of the following criteria: The supplier is the primary obligor in the arrangement The amount the marketplace owner earns per transaction is fixed (in dollars or as a percentage of the arrangement fee) The supplier has credit risk SOURCE: EITF Gross Versus Net Presentation of Revenue AN EVOLVING PRACTICE AN ACCOUNTING STANDPOINT

4 Gross Revenue Overstock Apple Amazon (direct) ebay Amazon (third party) Sears Wal-Mart Buy.com Excerpt from Overstock Annual Report: Beginning in 2003, we took responsibility for all returned items As a result, we are considered to be the primary obligor for these sales transactions We now record revenue on a gross basis. AN EVOLVING PRACTICE WHAT THE BIG PLAYERS DO

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