Twitter上市可能遭遇广告收入入账难题

    Twitter最新的IPO申请文件更改、丰富了部分广告销售收入入账的说明。

    7月份，这家公司在私下提交给美国证交会（SEC）的第1版IPO申请文件S-1中表示，Twitter并无一贯的政策来确认某些交易收入。这一版最初并未向公众公开。这家公司表示，它的收入确认方法还在发展完善中。另外，当时也不清楚广告主就相关业务实际将向Twitter支付多少钱。

    Twitter表示，它在计算季报时对于这些交易会使用“最佳销售价格估算值”。而且，它计算估算值的方法可能随时间调整。

    但到10月初Twitter发布公开版的S-1时，收入确认政策这部分已经发生了改变。有关“Twitter仍在努力确定如何估算从这些交易获得的收入”这些文字消失了。取而代之的内容是，更详细的介绍Twitter提到的那些交易的类型以及为什么收入需要估算。这一次，Twitter表示对自己的估算能力有信心。“我们相信使用（最佳销售价格估算值）能使得收入确定与交易所处的经济环境保持一致，”Twitter在最终草案中写道。

    会计专家表示，如果不是负责监管上市公司信息披露的美国证交会要求，Twitter原本也许不会改变这些措辞。目前无法联络到Twitter就此发表评论。一般而言，企业从递交IPO申请后到完成IPO这段时间不能公开发表评论。依照美国《创业企业融资法案》（JOBS Act），Twitter得以秘密递交了第1版S-1。它后来决定公开这些文件。

    一家公司到底应该如何、以及何时将销售额确认为收入，这个问题越来越是SEC和会计界的隐忧。美国财务会计标准委员会(Financial Accounting Standards Board）正在与国际监管机构合作订立有关收入确认的规定。

    会计专家罗伯特•威林斯说：“这是个热点话题。”

    大多数公司倾向于在实际获得收入前记入一些销售额。问题出在公司将交易记为收入后，实际上最后可能拿不到钱，也有可能因为退货而退款。过去几年最引人瞩目的会计问题中有很多都是与公司确认收入的方式相关。比方说，团购网站Groupon就在IPO流程中被SEC要求重新报告收入。最初，它将所有来自客户的钱都记为收入，包括稍后需要付给商家的钱。Groupon被要求必须扣除这些需要支付给商家的款项。

    7月份，IBM披露称，SEC正在调查其公布云计算业务收入的方式。电动汽车公司Tesla则强调称，他只记入那些已售出并已交付给客户的汽车所取得的收入。

    Twitter至今尚未实现盈利。但它今年上半年的销售总额近2.5亿美元。而且，这些数字看起来增长迅速。

    Twitter大部分收入来源于广告。但它与广告主达成的大部分交易都不是固定金额合同。用户查看广告主的tweet信息时，Twitter会获得一些广告收入。如果用户点击这些tweet、转发给他人或其他情形，广告主会支付更多的钱。因此，广告主与Twitter签约时，通常并不清楚到底要付多少钱。

    Twitter changed and expanded the description of how it tallies sales from some of its advertising deals in its IPO filings.

    The first version of its IPO filing, or S-1, which it confidentially filed to the SEC in July but did not initially release to the public, implied Twitter did not have a consistent policy to determine how much it stated on its financial statements it got from some deals. The company said its method was still evolving. In the deals involved, it wasn't yet clear how much Twitter would be paid from advertisers.

    In these cases, Twitter said it would use its "best estimate of sales price," when tallying up figures to compute its quarterly statements. And the way it calculates those estimates could change over time.

    But by the time Twitter released its public S-1 in early October that section of its so-called revenue recognition policy had changed. Gone was language saying that the company was still trying to determine how to estimate Twitter's take on these deals. In its place was a more detailed description of the types of deals Twitter was talking about and why revenue would need to be estimated. This time Twitter said it was confident in its estimation abilities. "We believe the use of [best estimate of sales price] results in revenue recognition in a manner consistent with the underlying economics of the transaction," wrote Twitter in the final draft.

    Accounting experts say Twitter wouldn't have changed the language unless it was told to do so by the Securities and Exchange Commission, which polices public corporate filings. Twitter could not be reached for comment. Companies tend not to make public comments after they have filed for an IPO, but before they have completed the deal. Under the JOBS Act, Twitter was able to file the first versions of its S-1 confidentially. It later decided to release them.

    How and when companies count sales as revenue has been a growing concern for the SEC, and the accounting profession. The U.S.'s Financial Accounting Standards Board along with international regulators are in the process of setting revenue recognition rules.

    "It's a hot topic," says Robert Willens, an accounting expert.

    Most companies tend to book some sales before they are are actually paid for them. The problem arises when companies book revenue for deals where they might not actually get paid, or revenue for items that are likely to get returned. Many of the most notable accounting problems of the past few years have been related to the way companies count revenue. Groupon, for instance, during its IPO process was forced by the SEC to restate its revenue. Initially, the company had called all the money it got from customers as revenue, including cash that was later paid out to merchants. Groupon (GRPN) was forced to exclude the retailer payouts.

    In July, IBM (IBM) disclosed that the SEC was investigating how it reports revenue from its cloud computing business. Tesla (TSLA), the electric car company, stressed that it only booked revenue on cars that had been both sold and delivered to customers.

    Twitter has yet to turn a profit. Its sales, though, totaled nearly a quarter of billion dollars in the first half of the year. And they appear to be growing rapidly.

    Twitter derives most of its revenue from advertising. Most of the deals it strikes with advertisers are not fixed upfront. Twitter gets paid something when users see advertisers' tweets. But advertisers pay more when users click on the tweet or retweet it to others, among other situations. As a result, exactly how much an advertiser will pay is often unclear when it signs up with Twitter.