20180930Q3

Table of Contents

 







 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





 

 



 

 



FORM 10-Q



 

 



 

 



(Mark One)



 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

-OR-





 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-33647





 

 



 

 

MercadoLibre, Inc.

(Exact name of Registrant as specified in its Charter)





 

 



 

 







 

 



 

 

Delaware

 

98-0212790

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

Arias 3751, 7th Floor

Buenos Aires, C1430CRG, Argentina

(Address of registrant’s principal executive offices)

(+5411) 4640-8000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)





 

 



 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes       No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.    Yes       No  

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:





 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

 

 

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

  

 

Smaller reporting company

 



 

 

 

Emerging growth company

 



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No  

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

45,202,859 shares of the issuer’s common stock, $0.001 par value, outstanding as of October 31, 2018.







 



 

 


 

Table of Contents

 



MERCADOLIBRE, INC.

INDEX TO FORM 10-Q

 



 

PART I. FINANCIAL INFORMATION

 

Item 1 — Unaudited Interim Condensed Consolidated Financial Statements

 

Interim Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017

Interim Condensed Consolidated Statements of Income for the nine and three-month periods ended September 30, 2018 and 2017

Interim Condensed Consolidated Statements of Comprehensive Income for the nine and three-month periods ended September 30, 2018 and 2017

Interim Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2018 and 2017

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

30 

Item 3 — Qualitative and Quantitative Disclosures About Market Risk

57 

Item 4 — Controls and Procedures

60 

PART II. OTHER INFORMATION

61 

Item 1 — Legal Proceedings

61 

Item 1A — Risk Factors

61 

Item 6 — Exhibits

62 

INDEX TO EXHIBITS

62 



 

 


 

Table of Contents

 

MercadoLibre, Inc.

Interim Condensed Consolidated Financial Statements

as of September 30, 2018 and December 31, 2017

and for the nine and three-month periods

ended September 30, 2018 and 2017

 



 

 


 

Table of Contents

 



MercadoLibre, Inc.

Interim Condensed Consolidated Balance Sheets

As of September 30, 2018 and December 31, 2017

(In thousands of U.S. dollars, except par value)

(Unaudited)





 

 

 



September 30,

 

December 31,



2018

 

2017

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$                    1,028,579

 

$                       388,260

Restricted cash and cash equivalents

49,151 

 

 —

Short-term investments

67,041 

 

209,432 

Accounts receivable, net

27,141 

 

28,168 

Credit cards receivables, net

266,461 

 

521,130 

Loans receivable, net

90,827 

 

73,409 

Prepaid expenses

11,013 

 

5,864 

Inventory

7,395 

 

2,549 

Other assets

54,071 

 

58,107 

Total current assets

1,601,679 

 

1,286,919 

Non-current assets:

 

 

 

Long-term investments

2,823 

 

34,720 

Property and equipment, net

138,417 

 

114,837 

Goodwill

88,650 

 

92,279 

Intangible assets, net

18,719 

 

23,174 

Deferred tax assets

125,521 

 

57,324 

Other assets

42,542 

 

63,934 

Total non-current assets

416,672 

 

386,268 

Total assets

$                    2,018,351

 

$                    1,673,187

Liabilities and Equity

 

 

 

Current liabilities:

 

 

 

Accounts payable and accrued expenses

$                       230,999

 

$                       221,095

Funds payable to customers

525,089 

 

583,107 

Salaries and social security payable

57,372 

 

65,053 

Taxes payable

22,740 

 

32,150 

Loans payable and other financial liabilities

141,502 

 

56,325 

Other liabilities

11,830 

 

3,678 

Dividends payable

 —

 

6,624 

Total current liabilities

989,532 

 

968,032 

Non-current liabilities:

 

 

 

Salaries and social security payable

23,389 

 

25,002 

Loans payable and other financial liabilities

554,830 

 

312,089 

Deferred tax liabilities

92,322 

 

23,819 

Other liabilities

16,526 

 

18,466 

Total non-current liabilities

687,067 

 

379,376 

Total liabilities

$                    1,676,599

 

$                    1,347,408



 

 

 

Equity:

 

 

 



 

 

 

Common stock, $0.001 par value, 110,000,000 shares authorized,

 

 

 

45,201,662 and 44,157,364 shares issued and outstanding at September 30,

 

 

 

2018 and December 31, 2017

$                                45

 

$                                44

Additional paid-in capital

221,719 

 

70,661 

Retained earnings

505,768 

 

537,925 

Accumulated other comprehensive loss

(385,780)

 

(282,851)

Total Equity

341,752 

 

325,779 

Total Liabilities and Equity

$                    2,018,351

 

$                    1,673,187









The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

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Table of Contents

 

MercadoLibre, Inc.

Interim Condensed Consolidated Statements of Income

For the nine and three-month periods ended September 30, 2018 and 2017

(In thousands of U.S. dollars, except for share data)

(Unaudited)









 

 

 

 

 

 

 

 



 

Nine Months Ended September 30,

 

Three Months Ended September 30,



 

2018

 

2017

 

2018

 

2017

Net revenues

 

$               1,011,634

 

$                 858,479

 

$             355,281

 

$                       304,921

Cost of net revenues

 

(519,410)

 

(342,241)

 

(185,563)

 

(129,094)

Gross profit

 

492,224 

 

516,238 

 

169,718 

 

175,827 

Operating expenses:

 

 

 

 

 

 

 

 

Product and technology development

 

(107,311)

 

(93,019)

 

(35,478)

 

(32,380)

Sales and marketing

 

(342,382)

 

(207,925)

 

(110,443)

 

(84,139)

General and administrative

 

(111,195)

 

(91,575)

 

(34,800)

 

(31,766)

Impairment of Long-Lived Assets

 

 —

 

(2,837)

 

 —

 

 —

Total operating expenses

 

(560,888)

 

(395,356)

 

(180,721)

 

(148,285)

(Loss) income from operations

 

(68,664)

 

120,882 

 

(11,003)

 

27,542 



 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

Interest income and other financial gains

 

27,746 

 

37,020 

 

8,636 

 

14,200 

Interest expense and other financial losses

 

(39,805)

 

(19,686)

 

(15,869)

 

(6,709)

Foreign currency gains (losses)

 

22,102 

 

(19,475)

 

3,924 

 

1,622 

Net (loss) income before income tax gain (expense)

 

(58,621)

 

118,741 

 

(14,312)

 

36,655 



 

 

 

 

 

 

 

 

Income tax gain (expense)

 

24,372 

 

(37,241)

 

4,234 

 

(8,989)

Net (loss) income

 

$                  (34,249)

 

$                   81,500

 

$              (10,078)

 

$                         27,666







 

 

 

 

 

 

 

 



 

Nine Months Ended September 30,

 

Three Months Ended September 30,



 

2018

 

2017

 

2018

 

2017

Basic EPS

 

 

 

 

 

 

 

 

Basic net (loss) income

 

 

 

 

 

 

 

 

Available to shareholders per common share

 

$                           (0.77)

 

$                                1.85

 

$                           (0.23)

 

$                            0.63

Weighted average of outstanding common shares

 

44,302,724 

 

44,157,364 

 

44,588,704 

 

44,157,364 

Diluted EPS

 

 

 

 

 

 

 

 

Diluted net (loss) income

 

 

 

 

 

 

 

 

Available to shareholders per common share

 

$                           (0.77)

 

$                                1.85

 

$                           (0.23)

 

$                            0.63

Weighted average of outstanding common shares

 

44,302,724 

 

44,157,364 

 

44,588,704 

 

44,157,364 



 

 

 

 

 

 

 

 

Cash Dividends declared (per share)

 

 —

 

0.450 

 

 —

 

0.150 















The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

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MercadoLibre, Inc.

Interim Condensed Consolidated Statements of Comprehensive Income

For the nine and three-month periods ended September 30, 2018 and 2017

(In thousands of U.S. dollars)

(Unaudited)









 

 

 

 

 

 

 



Nine Months Ended September 30,

 

Three Months Ended September 30,



2018

 

2017

 

2018

 

2017

Net (loss) income

$                       (34,249)

 

$               81,500

 

$                 (10,078)

 

$                 27,666

Other comprehensive (loss) income, net of income tax:

 

 

 

 

 

 

 

Currency translation adjustment

(101,980)

 

(17,945)

 

550 

 

(5,180)

Unrealized gains on hedging activities

2,406 

 

 —

 

1,494 

 

 —

Unrealized net gains on available for sale investments

142 

 

340 

 

77 

 

(1,413)

Less: Reclassification adjustment for gains (losses) from accumulated other comprehensive income

3,497 

 

(587)

 

1,779 

 

 —

Net change in accumulated other comprehensive (loss) income, net of income tax

(102,929)

 

(17,018)

 

342 

 

(6,593)

Total Comprehensive (loss) income

$                     (137,178)

 

$               64,482

 

$                   (9,736)

 

$                 21,073







The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

 

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MercadoLibre, Inc.

Interim Condensed Consolidated Statements of Cash Flow

For the nine month periods ended September 30, 2018 and 2017

(In thousands of U.S. dollars)

(Unaudited)





 

 

 

 



 

Nine Months Ended September 30,



 

2018

 

2017



 

 

Cash flows from operations:

 

 

 

 

Net (loss) income

 

$                       (34,249)

 

$                        81,500

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

Unrealized devaluation loss, net

 

9,262 

 

28,463 

Impairment of Long-Lived Assets

 

 —

 

2,837 

Depreciation and amortization

 

33,861 

 

29,953 

Accrued interest

 

(11,258)

 

(16,391)

Non cash interest and convertible notes amortization of debt discount and amortization of debt issuance costs

 

18,386 

 

9,234 

LTRP accrued compensation

 

27,706 

 

28,734 

Deferred income taxes

 

(75,275)

 

(14,769)

Changes in assets and liabilities:

 

 

 

 

Accounts receivable 

 

(14,891)

 

(13,380)

Credit card receivables

 

121,896 

 

(113,514)

Prepaid expenses

 

(6,810)

 

6,800 

Inventory

 

(6,015)

 

(1,172)

Other assets

 

(17,463)

 

(31,528)

Accounts payable and accrued expenses

 

50,979 

 

71,794 

Funds payable to customers

 

82,909 

 

151,635 

Other liabilities

 

6,077 

 

3,703 

Interest received from investments

 

10,986 

 

18,490 

Net cash provided by operating activities

 

196,101 

 

242,389 

Cash flows from investing activities:

 

 

 

 

Purchase of investments

 

(1,814,416)

 

(3,180,633)

Proceeds from sale and maturity of investments

 

1,964,480 

 

3,371,543 

Payment for acquired businesses, net of cash acquired

 

(2,281)

 

 —

Purchases of intangible assets

 

(217)

 

(84)

Advance for property and equipment

 

(4,426)

 

(12,777)

Changes in principal of loans receivable, net

 

(55,860)

 

(46,951)

Purchases of property and equipment

 

(65,133)

 

(39,280)

Net cash provided by investing activities

 

22,147 

 

91,818 

Cash flows from financing activities:

 

 

 

 

Funds received from the issuance of convertible notes

 

880,000 

 

 —

Transaction costs from the issuance of convertible notes

 

(16,264)

 

 —

Purchase of convertible note capped call

 

(137,476)

 

(67,308)

Unwind of convertible note capped call

 

121,703 

 

 —

Payments on convertible notes

 

(348,123)

 

 —

Proceeds from loans payable and other financial liabilities

 

156,075 

 

13,153 

Payments on loans payable and other financing liabilities

 

(78,705)

 

(4,304)

Dividends paid

 

(6,624)

 

(19,871)

Net cash provided by (used in) financing activities

 

570,586 

 

(78,330)

Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents

 

(99,364)

 

(28,819)

Net increase in cash, cash equivalents and restricted cash equivalents

 

689,470 

 

227,058 

Cash, cash equivalents and restricted cash equivalents, beginning of the period

 

$                      388,260

 

$                      234,140

Cash, cash equivalents and restricted cash equivalents, end of the period

 

$                   1,077,730

 

$                      461,198









The accompanying notes are an integral part of these interim condensed consolidated financial statements.





 

 

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1. Nature of Business

MercadoLibre, Inc. (“MercadoLibre” or the “Company”) was incorporated in the state of Delaware, in the United States of America in October 1999. MercadoLibre is one of the largest online commerce ecosystem in Latin America, serving as an integrated regional platform and as a provider of the necessary online and technology based tools that allow businesses and individuals to trade products and services in the region. The Company enables commerce through its marketplace platform (including online classifieds for motor vehicles, vessels, aircraft, services and real estate), which allows users to buy and sell in most of Latin America. 

Through MercadoPago, MercadoLibre enables individuals and businesses to send and receive online payments; through MercadoEnvios, MercadoLibre facilitates the shipping of goods from sellers to buyers; through our advertising products, MercadoLibre facilitates advertising services for large retailers and brands to promote their product and services on the web; through MercadoShops, MercadoLibre allows users to set-up, manage and promote their own online webstores under a subscription-based business model; through MercadoCredito, MercadoLibre extends loans to certain merchants and consumers; and through MercadoFondo, allows users to invest funds deposited in their MercadoPago accounts. In addition, MercadoLibre develops and sells software enterprise solutions to e-commerce business clients in Brazil.

As of September 30, 2018, MercadoLibre, through its wholly-owned subsidiaries, operated online ecommerce platforms in Argentina, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Peru, Mexico, Panama, Honduras, Nicaragua, Salvador, Uruguay, Bolivia, Guatemala, Paraguay and Venezuela. Additionally, MercadoLibre operates an online payments solution in Argentina, Brazil, Mexico, Venezuela, Colombia, Chile, Peru and Uruguay. It also offers a shipping solution in Argentina, Brazil, Mexico, Colombia, Chile and Uruguay. The Company operates a real estate classified platform that covers some areas of State of Florida, in the United States of America.

 

2. Summary of significant accounting policies

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company, its wholly-owned subsidiaries and consolidated Variable Interest Entities (“VIE”). These interim condensed consolidated financial statements are stated in U.S. dollars, except where otherwise indicated. Intercompany transactions and balances with subsidiaries have been eliminated for consolidation purposes.

Substantially all net revenues, cost of net revenues and operating expenses, are generated in the Company’s foreign operations. Long-lived assets, intangible assets and goodwill located in the foreign jurisdictions totaled $242,061 thousands and $223,134 thousands as of September 30, 2018 and December 31, 2017, respectively.

These interim condensed consolidated financial statements reflect the Company’s consolidated financial position as of September 30, 2018 and December 31, 2017. These financial statements include the Company’s consolidated statements of income and comprehensive income for the nine and three-month periods ended September 30, 2018 and 2017 and statement of cash flows for the nine-month periods ended September 30, 2018 and 2017. These interim condensed consolidated financial statements include all normal recurring adjustments that management believes are necessary to fairly state the Company’s financial position, operating results and cash flows.

Because all of the disclosures required by U.S. GAAP for annual consolidated financial statements are not included herein, these unaudited interim condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2017, contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated statements of income, of comprehensive income and of cash flows for the periods presented herein are not necessarily indicative of results expected for any future period. For a more detailed discussion of the Company’s significant accounting policies, see note 2 to the financial statements in the Company’s Form 10-K for the year ended December 31, 2017. During the nine-month period ended September 30, 2018, there were no material updates made to the Company’s significant accounting policies, except for the adoption of ASC 606 and ASU 2016-16- Income taxes (Topic 740) as of January 1, 2018 and early adoption of ASU 2017-12 Derivatives and Hedging (Topic 815) as of April 1, 2018. See Note 2 to these interim condensed consolidated financial statements for more details.





 

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Revenue recognition



Revenues are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.



Contracts with customers may include promises to transfer multiple services including discounts on current or future services. Determining whether services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.



Revenues are recognized when each performance obligation is satisfied by transferring the promised service to the customer according to the following criteria described for each type of service:



·

Revenues from the Enhanced Marketplace service include the final value fees and shipping fees charged to the Company’s customers. Because the Company acts as an agent, revenues derived from the shipping services are presented net of the respective transportation costs charged by third-party carriers and paid by the Company. As part of the Company’s business strategy, shipping costs may be fully or partially subsidized at the Company’s option.



·

Revenues from the Non-Marketplace services are generated from payments fees, classifieds fees, ad sales up-front fees and fees from other ancillary businesses.



Revenue recognition criteria for the services mentioned above are described in note 2 to the consolidated financial statements in the Company’s Form 10-K for the year ended December 31, 2017.



Contract Balances



Timing of revenue recognition may differ from the timing of invoicing to customers. Receivables represent amounts invoiced and revenue recognized prior to invoicing when the Company has satisfied the performance obligation and has the unconditional right to payment. The allowance for doubtful accounts, loan receivables and chargebacks is estimated based upon our assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions and other factors that may affect our customers’ ability to pay. The allowance for doubtful accounts, loan receivables and chargebacks was $29,980 thousands and $19,734 thousands as of September 30, 2018 and December 31, 2017, respectively.



Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period in accordance with ASC 606 (as defined below). Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following reporting period. Deferred revenue as of December 31, 2017 and 2016 was $6,116 thousands and $1,955 thousands, respectively, of which $4,913 thousands and $1,994 thousands were recognized as revenue during the nine-months periods ended September 30, 2018 and 2017, respectively.



As of September 30, 2018, total deferred revenue was $6,414 thousands, mainly due to fees related to listing and optional feature services billed and loyalty programs that are expected to be recognized as revenue in the coming months.



Variable Interest Entities (VIE)



A VIE is an entity that (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, (ii) has equity investors who lack the characteristics of a controlling financial interest or (iii) in which the voting rights of some equity investors are disproportionate to their obligation to absorb losses or their right to receive returns, and substantially all of the entity’s activities are conducted on behalf of the equity investors with disproportionately few voting rights. The Company consolidates VIEs of which it is the primary beneficiary. The Company is considered to be the primary beneficiary of a VIE when it has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. Please see Note 12 to these unaudited interim consolidated financial statements for additional detail on the VIEs used for securitization purposes.

Foreign currency translation

All of the Company’s consolidated foreign operations use the local currency as their functional currency, except for Argentina, which has used the U.S. dollar as its functional currency since July 1, 2018, as described below. Accordingly, these foreign subsidiaries translate assets and liabilities from their local currencies into U.S. dollars by using period-end exchange rates while income and expense accounts are translated at the average rates in effect during the period, unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of the transaction are used. The resulting translation adjustment is recorded as a component of other comprehensive (loss) income.

 

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Highly inflationary status in Argentina



In May 2018, the International Practices Task Force (“IPTF”) discussed the highly inflationary status of the Argentine economy. Historically, the IPTF has used the Consumer Price Index (“CPI”) when considering the inflationary status of the Argentine economy. Given that the CPI was considered flawed by the current Argentine Government until December 2015 and the new CPI was published as from June 2016, the IPTF considered alternative indices to determine the three-year cumulative inflation.



A highly inflationary economy is one that has cumulative inflation of approximately 100% or more over a three-year period. The alternative three-year cumulative indices at June 30, 2018 exceeded 100%. The Company transitioned its Argentinian operations to highly inflationary status as of July 1, 2018, in accordance with U.S. GAAP, and changed the functional currency for Argentine subsidiaries from Argentine Pesos to U.S. dollars, which is the functional currency of their immediate parent company.



Pursuant to the change in the functional currency, monetary assets and liabilities are re measured at closing exchange rate, and non-monetary assets, revenues and expenses are remeasured at the rate prevailing on the date of the respective transaction. The effect of the re measurement is recognized as foreign currency gains (losses).



Argentina is the second largest principal market of the Company’s business, as measured by net revenue (see Note 5 – Segment Reporting). Recently, the economic environment in Argentina has been volatile with weak economic conditions, devaluation of local currency, high interest rates, high level of inflation and a large public deficit which led Argentina to request financial assistance from the International Monetary Fund.  

Venezuelan deconsolidation

Effective December 1, 2017, the Company determined that deteriorating conditions in Venezuela had led the Company to no longer meet the accounting criteria for control over its Venezuelan subsidiaries. Venezuela’s selective default determination, restrictive exchange controls and suspension of foreign exchange market in Venezuela, the lack of access to U.S. dollars through official currency exchange mechanisms together with the worsening in Venezuela macroeconomic environment resulted in other-than-temporary lack of exchangeability between the Venezuela bolivar and the U.S. dollar, and restricted the Company’s ability to pay dividends and its ability to satisfy other obligations denominated in U.S. dollars. Therefore, in accordance with the applicable accounting standards, as of December 1, 2017, the Company deconsolidated the financial statements of its subsidiaries in Venezuela and began reporting the results under the cost method of accounting.  

Beginning December 1, 2017, the Company no longer includes the results of the Venezuelan subsidiaries in its consolidated financial statements.

Derivative Financial Instruments



The Company’s operations are in various foreign currencies and consequently are exposed to foreign currency risk. The Company uses derivative instruments to reduce the volatility of earnings and cash flows. All outstanding derivatives are recognized in the Company’s consolidated balance sheet at fair value. The effective portion of a designated derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and is subsequently reclassified into the financial statement line item in which the variability of the hedged item is recorded in the period the hedging transaction affects earnings.



The Company also hedges its economic exposure to foreign currency risk related to foreign currency denominated monetary assets and liabilities with foreign derivative currency contracts. The gains and losses on the foreign exchange derivative contracts economically offset gains and losses on certain foreign currency denominated monetary assets and liabilities recognized in earnings. Accordingly, these outstanding non-designated derivatives are recognized in the Company’s consolidated balance sheet at fair value, and changes in fair value from these contracts are recorded in other income (expense), net in the consolidated statement of income.



 

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2.00% Convertible Senior Notes due 2028 – Debt Exchange

On August 24, 2018, the Company issued $800 million of 2.00% Convertible Senior Notes due 2028 and on August 31, 2018 the Company issued an additional $80 million of notes pursuant to the partial exercise of the initial purchasers’ option to purchase such additional notes, resulting in an aggregate principal amount of $880 million of 2% Convertible Senior Notes due 2028 (collectively, the “2028 Notes”). In connection with the issuance of the 2028 Notes, the Company paid $91,784 thousands (including transaction expenses) to enter into capped call transactions with respect to its common shares (the “ 2028 Notes Capped Call Transactions”), with certain financial institutions. For more detailed information in relation to the 2028 Notes and the 2028 Notes Capped Call Transactions, see Note 9 to these unaudited interim condensed consolidated financial statements.

The convertible debt instrument was separated into debt and equity components at issuance and a fair value was assigned. The value assigned to the debt component was the estimated fair value, as of the issuance date, of similar debt without the conversion feature. As of the issuance date the Company determined the fair value of the liability component of the 2028 Notes based on market data that was available for senior, unsecured non-convertible corporate bonds issued by comparable companies. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including market interest rates, credit standing, and yield curves, all of which are defined as level 2 observable inputs. The difference between the cash proceeds and this estimated fair value represents the value assigned to the equity component and was recorded as a debt discount. The debt discount is amortized using the effective interest method from the origination date through its stated contractual maturity date.

The initial debt component of the 2028 Notes was valued at $546,532 thousands, based on the contractual cash flows discounted at an appropriate market rate for non-convertible debt at the date of issuance, which was determined to be 7.44%. The carrying value of the permanent equity component reported in additional paid-in-capital was initially valued at $333,468 thousands. The effective interest rate after allocation of transaction costs to the liability component is 7.66% and is used to amortize the debt discount and transaction costs. Additionally, the Company recorded a deferred tax liability related to the additional paid-in capital component of the 2028 Notes of $70,028 thousands.

In connection with the 2028 Notes issued, the Company used a portion of the net proceeds to repurchase or exchange $263,724 thousands principal amount of its 2019 Notes out of which $131,602 thousands were exchanged through a private exchange agreement. The Company assessed whether the instruments subject to exchange are substantially different from each other, considering qualitative aspects such as currency, term, rate, among others, and quantitative aspects, in which is assessed whether i) the present value of discounted cash flows under the conditions of the new instrument and original instrument is at least 10% different and ii) the change in the fair value of the embedded conversion option is at least 10% of the carrying amount of the original debt immediately prior to the exchange. In this regard the Company has recognized as extinguishment the exchange of the Notes due to the fact that instruments subject to exchange are substantially different.

Income tax

The Company is subject to U.S. and foreign income taxes. The Company accounts for income taxes following the liability method of accounting which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets are also recognized for tax loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized. The Company’s income tax expense consists of taxes currently payable, if any, plus the change during the period in the Company’s deferred tax assets and liabilities.

On August 17, 2011, the Argentine government issued a new software development law and on September 9, 2013 a regulatory decree was issued that established new requirements to benefit from the new software development law. The decree establishes requirements to comply with annual incremental ratios related to exports of services and research and development expenses that must be achieved to remain within the tax holiday. The Company’s Argentine subsidiary has to achieve certain required ratios annually under the software development law in order to be eligible for the benefits mentioned below.

On September 17, 2015, the Argentine Industry Secretary issued Resolution 1041/2015 approving the Company’s application for eligibility under the new software development law for the Company’s Argentine subsidiary, Mercadolibre S.R.L. As a result, the Company’s Argentine subsidiary has been granted a tax holiday retroactive from September 18, 2014. A portion of the benefits obtained is a 60% relief of total income tax related to software development activities and a 70% relief of payroll taxes related to software development activities.

 

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The benefits to the Company under the software development law will expire on December 31, 2019. As a result of the Company’s eligibility under the new law, it recorded an income tax benefit of $18,474 thousands and $7,912 thousands during the nine and three-month periods ended September 30, 2018, respectively. Aggregate per share effect of the Argentine tax holiday amounted to $0.42 and $0.18 for the nine and three-month periods ended September 30, 2018, respectively. Furthermore, the Company recorded a labor cost benefit of $5,415 thousands and $1,681 thousands during the nine and three-month periods ended September 30, 2018, respectively. Additionally, $1,438 thousands and $437 thousands were accrued to pay software development law audit fees during the nine and three-month periods ended September 30, 2018, respectively. During the nine and three-month periods ended September 30, 2017, the Company recorded an income tax benefit of $17,672 thousands and $6,367 thousands, respectively. Aggregate per share effect of the Argentine tax holiday amounted to $0.40 and $0.14 for the nine and three-month periods ended September 30, 2017, respectively. Furthermore, the Company recorded a labor cost benefit of $5,513 thousands and $2,016 thousands during the nine and three-month periods ended September 30, 2017, respectively. Additionally, $1,623 thousands and $587 thousands were accrued to pay software development law audit fees during the nine and three-month periods ended September 30, 2017, respectively.

Tax reform

Argentina

On December 27, 2017, the Argentine Senate approved a comprehensive income tax reform effective since January 1, 2018. The Argentine tax reform, among other things, reduced the prior 35 percent income tax rate applicable to the Argentine entities to 30 percent for 2018 and 2019 and to 25 percent for 2020 and thereafter. The new regulation imposes a withholding income tax on dividends paid by Argentine entities of 7 percent for 2018 and 2019, increasing to 13 percent from 2020 forward. The new regulation also repeals the “equalization tax” (i.e., the prior 35 percent withholding tax applicable to dividends distributed in excess of the accumulated taxable income) for income accrued from January 1, 2018 forward.

USA

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years and (2) bonus depreciation that will allow for full expensing of qualified property.

The Tax Act also established new tax laws that came into effect on January 1, 2018, including, but not limited to: (a) the elimination of the corporate alternative minimum tax (AMT); (b) the creation of the base erosion anti-abuse tax (BEAT), a new minimum tax; (c) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (d) a new provision designed to tax global intangible low-taxed income (GILTI), which allows for the possibility of using foreign tax credits (FTCs) and a deduction of up to 50 percent to offset income tax liability (subject to some limitations); (e) a new limitation on deductible interest expense; (f) the repeal of the domestic production activity deduction; (g) limitations on the deductibility of certain executive compensation; (h) limitations on the use of FTCs to reduce the U.S. income tax liability; and (i) limitations on net operating losses (NOLs) generated after December 31, 2017, to 80 percent of taxable income.

The Deemed Repatriation Transition Tax (Transition Tax) is a tax on previously untaxed accumulated and current earnings and profits (E&P) of certain of our foreign subsidiaries. To determine the amount of the Transition Tax, the Company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. The Company filed its 2017 U.S. Federal Income Tax return in October 2018, and in connection with that filing finalized its calculation of the Transition Tax and determined that no tax duty resulted from the Transition Tax since the tax was offset in its entirety with available foreign tax credits as of December 31, 2017. Because the final calculation was consistent with the Company’s previous estimate of the Transition Tax, the Company has not recorded any adjustments as a result of finalizing the calculation.

The Company assessed whether its valuation allowance analysis is affected by various aspects of the Tax Act (including the deemed repatriation of deferred foreign income, GILTI inclusions and new categories of FTCs). As a consequence of such analysis, the Company recorded an increase in valuation allowance of $12,097 thousands to fully reserve the outstanding foreign tax credits as of December 31, 2017.

The Tax Act created a new requirement that certain income (i.e., GILTI) earned by controlled foreign corporations (CFCs) must be included in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC tested income” over the net deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expenses taken into account in the determination of net CFC-tested income.

 

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Under U.S. GAAP, the Company was allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company selected the period cost method. Accordingly, the Company has not recorded any impact in connection with the potential GILTI tax as of September 30, 2018 and December 31, 2017.

The Company’s management considers the earnings of our foreign subsidiaries to be indefinitely reinvested, other than certain earnings the distributions of which do not imply withholdings, exchange rate differences or state income taxes, and for that reason has not recorded a deferred tax liability.

As of September 30, 2018 and December 31, 2017, the Company had included under non-current deferred tax assets the foreign tax credits related to the dividend distributions received from its subsidiaries for a total amount of $12,659 thousands and $12,097 thousands, respectively. As of September 30, 2018 and December 31, 2017, the Company recorded a valuation allowance of $12,659 thousands and $12,097 thousands, respectively, to fully impair the outstanding foreign tax credits.

Accumulated other comprehensive loss

The following table sets forth the Company’s accumulated other comprehensive loss as of September 30, 2018 and December 31, 2017:





 

 

 

 

 



 

 

September 30,

 

December 31,



 

 

2018

 

2017



 

 

(In thousands)

Accumulated other comprehensive loss:

 

 

 

 

 

Foreign currency translation

 

 

$                             (385,627)

 

$                   (283,647)

Unrealized gains on investments

 

 

161 

 

1,211 

Unrealized losses on hedging activities

 

 

(295)

 

 —

Estimated tax loss on unrealized gains on investments

 

 

(19)

 

(415)



 

 

$                             (385,780)

 

$                   (282,851)



The following tables summarize the changes in accumulated balances of other comprehensive loss for the nine-month period ended September 30, 2018:







 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



Unrealized

 

Unrealized

 

Foreign

 

Estimated tax

 

 

 



(Losses) Gains on

 

(Losses) Gains on

 

Currency

 

(expense)

 

 

 



hedging activities, net

 

Investments

 

Translation

 

benefit

 

Total

 



 

 

(In thousands)

Balances as of December 31, 2017

$                                   —

 

$                                  1,211

 

$                   (283,647)

 

$                        (415)

 

$                (282,851)

 

Other comprehensive  income (loss) before reclassifications

2,406 

 

161 

 

(101,980)

 

(19)

 

(99,432)

 

Amount of loss (gain) reclassified from accumulated other comprehensive loss

(2,701)

 

(1,211)

 

 —

 

415 

 

(3,497)

 

Net current period other comprehensive income (loss)

(295)

 

(1,050)

 

(101,980)

 

396 

 

(102,929)

 

Ending balance

$                               (295)

 

$                                     161

 

$                   (385,627)

 

$                          (19)

 

$                (385,780)

 







 

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Amount of (Loss) Gain

 

 

 

 

 

 



 

 

Reclassified from

 

 

 

 

 

 

Details about Accumulated

 

 

Accumulated Other

 

 

 

 

 

 

Other Comprehensive Loss

 

 

Comprehensive

 

Affected Line Item

Components

 

 

Loss

 

in the Statement of Income



 

 

(In thousands)

 

 

 

 

 

 

Unrealized gains on investments

 

 

$                                  1,211

 

Interest income and other financial gains

Unrealized gains on hedging activities

 

 

2,701 

 

Foreign currency gains (losses)

Estimated tax gain on unrealized losses on investments

 

 

(415)

 

Income tax loss

Total reclassifications for the period

 

 

$                                  3,497

 

Total, net of income taxes



 





Use of estimates

The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to accounting for allowances for doubtful accounts, loan receivables and chargebacks, recoverability of goodwill and intangible assets with indefinite useful life, useful life of long-lived assets and intangible assets, impairment of short-term and long-term investments, impairment of long-lived assets, compensation costs relating to the Company’s long term retention plan, fair value of convertible note debt, fair value of investments, fair value of derivative instruments, recognition of income taxes and contingencies. Actual results could differ from those estimates.

Recently Adopted Accounting Standards

Effective January 1, 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers related to revenue recognition (“ASC 606”) issued by the Financial Accounting Standards Board (“FASB”) in 2014. ASC 606 provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 using the full retrospective transition method and recast the prior reporting period presented.

In connection with the MercadoEnvios service, the Company has identified a performance obligation with the seller to arrange for the transportation of the merchandise sold to the buyer using third-party carriers. As the Company acts as agent, upon adoption of ASC 606, the revenues derived from the shipping services are presented net of the respective transportation costs charged by third-party carriers and paid by the Company. As part of the business strategy, the Company may fully or partially subsidize the cost of shipping at the Company’s option. Under the current guidance the Company must account for the subsidized cost of shipping netting of revenues rather than as cost of net sales. For the nine and three-month periods ended September 30, 2018, the Company incurred $316,705 thousands and $107,555 thousands, respectively, of subsidized shipping costs that have been incurred and included as a reduction of revenues. For the nine and three-month periods ended September 30, 2017, the Company incurred $102,638 thousands and $65,740 thousands, respectively, of subsidized shipping costs that have been included as a reduction of revenues.

Under the full retrospective method, the Company retrospectively applied ASC 606 to the nine and three-month periods ended September 30, 2017. The total impact resulting from the change in presentation of shipping subsidies was a decrease in Net revenues and Cost of net revenues of $102,638 thousands and $65,740 thousands in the Interim Condensed Consolidated Statement of Income for the nine and three-month periods ended September 30, 2017, respectively. Additionally, the adoption of ASC 606 did not modify the carrying amount of assets or liabilities as of the beginning of the first period presented, thus, there was no effect on the opening balance of retained earnings as of January 1, 2017.

Furthermore, the adoption did not have a material impact on the Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017, on Net (loss) income for the nine and three-month periods ended September 30, 2018 and 2017 and on the Statements of Cash Flows for the nine-month periods ended September 30, 2018 and 2017.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16 (ASU 2016-16) "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory." ASU 2016-16 generally accelerates the recognition of income tax consequences for asset transfers between entities under common control. The Company adopted ASU 2016-16 as of January 1, 2018 using a modified retrospective transition method, resulting in a $2,092 thousands increase to the opening balance of retained earnings.

 

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In August 2017, the FASB issued Accounting Standards Update No. 2017-12 (ASU 2017-12) "Derivatives and Hedging (Topic 815): Target improvements to accounting for hedging activities." ASU 2017-12 expands and refines hedge accounting for both non-financial and financial risk components and align the recognition and presentation effects of the hedging instrument and the hedged item in the financial statements. The amendments also make certain improvements to simplify the hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The Company early-adopted ASU 2017-12 as of April 1, 2018. The adoption did not have impact on the Company’s financial statements for prior periods, as the Company did not engage in hedging activities during any of the comparative periods presented. Please see Note 11 to the Company’s unaudited condensed consolidated financial statements for additional detail on hedging activities. 

Recently issued accounting pronouncements not yet adopted

On February 25, 2016 the FASB issued ASU 2016-02. The amendments in this update create Topic 842, Leases, which supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. Previous GAAP did not require lease assets and lease liabilities to be recognized for most leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous GAAP. Based on existing leases currently classified as operating leases, the Company expects to recognize on the statements of financial position right-of-use assets and lease liabilities. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Additionally, on July 30, 2018 the FASB issued ASU 2018-11 which includes a new guidance related to a new alternative transition method for the implementation of ASC 842, Leases. Under this new alternative transition method, comparative periods presented in financial statements in the period of adoption will not need to be restated and lessors may elect not to separate lease and non-lease components when certain conditions are met. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company’s financial statements and expects the ASU will have a material impact, primarily to the consolidated balance sheets and related disclosures.

On June 16, 2016 the FASB issued the ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of credit losses on financial instruments”. This update amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this update eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however this topic will require that credit losses be presented as an allowance rather than as a write-down. The new standard is effective for fiscal years beginning after December 15, 2019. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.  

On August 28, 2018 the FASB issued the ASU 2018-13 “Fair value measurement (Topic 820): Disclosure Framework—Changes to the disclosure requirements for fair value measurement”. This update modified the disclosure requirements on fair value measurements based on concepts in the FASB Concepts Statement. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. 

On August 29, 2018 the FASB issued the ASU 2018-15 “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)”. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.  





 

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3. Net (loss) income per share

Basic earnings per share for the Company’s common stock is computed by dividing, net (loss) income available to common shareholders attributable to common stock for the period by the weighted average number of common shares outstanding during the period.

On June 30, 2014, the Company issued $330 million of 2.25% Convertible Senior Notes due 2019 and on August 24, 2018 and August 31, 2018 the Company issued an aggregate principal amount of $880 million of 2.00% Convertible Senior Notes due 2028 (see Note 9 to these interim condensed consolidated financial statements). The conversion of these notes are included in the calculation for diluted earnings per share utilizing the “if converted” method. Accordingly, conversion of these Notes is not assumed for purposes of computing diluted earnings per share if the effect is antidilutive.

The denominator for diluted net (loss) income per share for the nine and three-month periods ended September 30, 2018 and 2017 does not include any effect from the 2019 Notes Capped Call Transactions (as defined in Note 9) or the 2028 Notes Capped Call Transactions because it would be antidilutive. In the event of conversion of any or all of the 2019 Notes or the 2028 Notes, the shares that would be delivered to the Company under the Capped Call Transactions (as defined in Note 9) are designed to partially neutralize the dilutive effect of the shares that the Company would issue under the Notes. See Note 9 to these interim condensed consolidated financial statements and Note 17 of the financial statements as of December 31, 2017 on Form 10-K for more details.

For the nine and three-month periods ended September 30, 2018 and 2017, the effects of the Capped Call Transactions would have been antidilutive and, as a consequence, they were not factored into the calculation of diluted earnings per share.

Net (loss) income per share of common stock is as follows for the nine and three-month periods ended September 30, 2018 and 2017:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30,

 

Three Months Ended September 30,



 

2018

 

2017

 

2018

 

2017



 

(In thousands)

 

(In thousands)



 

Basic

 

Diluted

 

Basic

 

Diluted

 

Basic

 

Diluted

 

Basic

 

Diluted

Net (loss)  income per common share

 

$                      (0.77)

 

$                       (0.77)

 

$                        1.85

 

$                        1.85

 

$                      (0.23)

 

$                       (0.23)

 

$                       0.63

 

$                        0.63



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)  income

 

$                  (34,249)

 

$                   (34,249)

 

$                    81,500

 

$                    81,500

 

$                  (10,078)

 

$                   (10,078)

 

$                   27,666

 

$                    27,666



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average of common stock outstanding for Basic earnings per share

 

44,302,724 

 

 —

 

44,157,364 

 

 —

 

44,588,704 

 

 —

 

44,157,364 

 

 —

Adjusted weighted average of common stock outstanding for Diluted earnings per share

 

 —

 

44,302,724 

 

 —

 

44,157,364 

 

 —

 

44,588,704 

 

 —

 

44,157,364 

 

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4. Goodwill and intangible assets

Business combinations

Acquisition of a machine learning company in Argentina

On September 6, 2018, the Company, through its subsidiaries Meli Participaciones S.L. and Marketplace Investment LLC, completed the acquisition of 100% of the equity interest of Machinalis S.R.L., a company that develops machine-learning tools located and organized under the laws of Argentina. The objective of the acquisition was to enhance the capabilities of the Company in machine-learning tools.

The aggregate purchase price for the acquisition was $5,855 thousands, measured at its fair value amount which included: (i) the total cash payment of $2,566 thousands at the time of closing; (ii) an escrow of $2,096 thousands and (iii) a contingent additional cash consideration up to $1,193 thousands.

The Company’s consolidated statement of income includes the results of operations of the acquired business as from September 6, 2018. The net income before intercompany eliminations of the acquired Company included in the Company’s consolidated statement of income since the acquisition amounted to $8 thousands.

In addition, the Company incurred in certain direct costs of the business combination which were expensed as incurred.

The following table summarizes the purchase price allocation for the acquisition:



 

 

 



 

Machinalis S.R.L.
In thousands of U.S. dollars

Cash and cash equivalents

 

$

285 

Other net tangible liabilities

 

 

(47)

Total net tangible assets acquired

 

 

238 

Customer lists

 

 

100 

Trademark

 

 

299 

Non-solicitation and Non-compete agreements

 

 

239 

Goodwill

 

 

4,979 

Purchase Price

 

$

5,855 



 

 

 



The purchase price was allocated based on the provisional measurement of the fair value of assets acquired and liabilities assumed considering the information available as of the date of these consolidated financial statements. The valuation of identifiable intangible assets acquired reflects management’s estimates based on the use of established valuation methods. Such assets consist of trademark, customer lists, non-compete and non-solicitation agreements for a total amount of $638 thousands. Management of the Company estimates that customer lists, trademark and non-compete agreements will be amortized over a three-year period, while non-solicitation agreements will be amortized over a five-year period.

The Company recognized goodwill for this acquisition based on management’s expectation that the acquired business will improve the Company’s business. Arising goodwill was allocated proportionally to each of the segments identified by the Company’s management, considering the synergies expected from this acquisition and it is expected that the acquiree will contribute to the earnings generation process of such segment. Goodwill arising from this acquisition is not deductible for tax purposes.

The results of operations for periods prior to the acquisitions, individually and in the aggregate, were not material to the consolidated statements of operations of the Company and, accordingly, pro forma information has not been presented.

 

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Goodwill and intangible assets

The composition of goodwill and intangible assets is as follows:







 

 

 

 



 

September 30,

 

December 31,



 

2018

 

2017



 

(In thousands)

Goodwill

 

$                         88,650

 

$                         92,279

Intangible assets with indefinite lives

 

 

 

 

- Trademarks

 

9,439 

 

11,587 

Amortizable intangible assets

 

 

 

 

- Licenses and others

 

5,692 

 

6,175 

- Non-compete agreement

 

2,338 

 

2,689 

- Customer list

 

14,851 

 

16,584 

- Trademarks

 

3,570 

 

1,772 

Total intangible assets

 

$                         35,890

 

$                         38,807

Accumulated amortization

 

(17,171)

 

(15,633)

Total intangible assets, net

 

$                         18,719

 

$                         23,174



Goodwill

The changes in the carrying amount of goodwill for the nine-month period ended September 30, 2018 and the year ended December 31, 2017 are as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Period ended September 30, 2018



 

Brazil

 

Argentina

 

Mexico

 

Chile

 

 

Colombia

 

Other Countries

 

Total



 

(In thousands)

Balance, beginning of the period

 

$                    32,492 

 

$                   5,761 

 

$             30,396 

 

$                          18,805 

 

 

$               3,632 

 

$                   1,193 

 

$           92,279 

- Business acquisitions

 

3,110 

 

1,132 

 

543 

 

61 

 

 

80 

 

53 

 

4,979 

- Effect of exchange rates changes

 

(6,360)

 

(1,990)

 

1,895 

 

(2,027)

 

 

(73)

 

(53)

 

(8,608)

Balance, end of the period

 

$                    29,242 

 

$                   4,903 

 

$             32,834 

 

$                          16,839 

 

 

$               3,639 

 

$                   1,193 

 

$           88,650 









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Year ended December 31, 2017



 

Brazil

 

Argentina

 

Mexico

 

Chile

 

Venezuela

 

Colombia

 

Other Countries

 

Total



 

(In thousands)

Balance, beginning of the year

 

$                27,660 

 

$            6,587 

 

$          29,342 

 

$                 17,388 

 

$               5,989 

 

$               3,643 

 

$                1,188 

 

$           91,797 

- Business acquisitions

 

5,966 

 

 —

 

 —

 

 —

 

 —

 

 —

 

 —

 

5,966 

- Effect of exchange rates changes

 

(1,134)

 

(826)

 

1,054 

 

1,417 

 

 —

 

(11)

 

 

505 

- Deconsolidation of Venezuelan subsidiaries

 

 —

 

 —

 

 —

 

 —

 

(5,989)

 

 —

 

 —

 

(5,989)

Balance, end of the year

 

$                32,492 

 

$            5,761 

 

$          30,396 

 

$                 18,805 

 

$                    — 

 

$               3,632 

 

$                1,193 

 

$           92,279 



Intangible assets with definite useful life

Intangible assets with definite useful life are comprised of customer lists, non-compete and non-solicitation agreements, acquired software licenses, other acquired intangible assets including developed technologies and trademarks. Aggregate amortization expense for intangible assets totaled $1,368 thousands and $1,182 thousands for the three-month periods ended September 30, 2018 and 2017, respectively, while aggregate amortization expense for intangible assets for the nine-month periods ended September 30, 2018 and 2017 amounted to $4,696 thousands and $3,247 thousands, respectively.

 

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The following table summarizes the remaining amortization of intangible assets (in thousands of U.S. dollars) with definite useful life as of September 30, 2018:







 

 

 

 

 

 

For year ended 12/31/2018

 

 

 

 

 

$                          1,282

For year ended 12/31/2019

 

 

 

 

 

2,755 

For year ended 12/31/2020

 

 

 

 

 

1,711 

For year ended 12/31/2021

 

 

 

 

 

1,291 

Thereafter

 

 

 

 

 

2,241 



 

 

 

 

 

$                          9,280





5. Segment reporting

Reporting segments are based upon the Company’s internal organizational structure, the manner in which the Company’s operations are managed and resources are assigned, the criteria used by management to evaluate the Company’s performance, the availability of separate financial information and overall materiality considerations.

Segment reporting is based on geography as the main basis of segment breakdown in accordance with the criteria used for  evaluation of the Company’s performance as determined by management. The Company’s segments include Brazil, Argentina, Mexico and other countries (which includes Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Panama, Honduras, Nicaragua, Salvador, Bolivia, Guatemala, Paraguay, Peru, Uruguay and the United States of America). As of September 30, 2017, the Company’s segments included Brazil, Argentina, Mexico, Venezuela and other countries.

Direct contribution (loss) consists of net revenues from external customers less direct costs and includes any impairment of long- lived assets. Direct costs include costs of net revenues, product and technology development expenses, sales and marketing expenses and general and administrative expenses over which segment managers have direct discretionary control, such as advertising and marketing programs, customer support expenses, allowances for doubtful accounts, payroll and third-party fees. All corporate related costs have been excluded from the Company’s direct contribution.

Expenses over which segment managers do not currently have discretionary control, such as certain technology and general and administrative costs are monitored by management through shared cost centers and are not evaluated in the measurement of segment performance.

As a consequence of the implementation of ASC 606 further described in Note 2, the Company reassessed the definition of its customers for each service, which resulted in a change of the information presented for net revenues by similar services. As from January 1, 2018, net revenues from shipping services are included as part of our Enhanced Marketplace Services. Such change has been applied retroactively for comparative purposes.

The following tables summarize the financial performance of the Company’s reporting segments:







 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30, 2018



 

Brazil

 

Argentina

 

Mexico

 

 

Other Countries

 

Total



 

(In thousands)

Net revenues

 

$                600,822 

 

$                    285,763 

 

$                     63,567 

 

 

$                     61,482 

 

$                1,011,634 

Direct costs

 

(544,139)

 

(185,755)

 

(101,086)

 

 

(57,183)

 

(888,163)

Direct contribution (loss)

 

56,683 

 

100,008 

 

(37,519)

 

 

4,299 

 

123,471 



 

 

 

 

 

 

 

 

 

 

 

Operating expenses and indirect costs of net revenues

 

 

 

 

 

 

 

 

 

 

(192,135)

Loss from operations

 

 

 

 

 

 

 

 

 

 

(68,664)



 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

Interest income and other financial gains

 

 

 

 

 

 

 

 

 

 

27,746 

Interest expense and other financial losses

 

 

 

 

 

 

 

 

 

 

(39,805)

Foreign currency gains

 

 

 

 

 

 

 

 

 

 

22,102 

Net loss before income tax gain

 

 

 

 

 

 

 

 

 

 

$                    (58,621)

 

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Nine Months Ended September 30, 2017



 

Brazil

 

Argentina

 

Mexico

 

Venezuela

 

Other Countries

 

Total



 

(In thousands)

Net revenues

 

$                493,508 

 

$                    250,692 

 

$                     33,618 

 

$             38,329 

 

$                     42,332 

 

$                  858,479 

Direct costs

 

(314,196)

 

(150,973)

 

(70,977)

 

(16,841)

 

(34,932)

 

(587,919)

Impairment of Long-lived Assets

 

-

 

-

 

-

 

(2,837)

 

-

 

(2,837)

Direct contribution (loss)

 

179,312 

 

99,719 

 

(37,359)

 

18,651 

 

7,400 

 

267,723 



 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses and indirect costs of net revenues

 

 

 

 

 

 

 

 

 

 

 

(146,841)

Income from operations

 

 

 

 

 

 

 

 

 

 

 

120,882 



 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income and other financial gains

 

 

 

 

 

 

 

 

 

 

 

37,020 

Interest expense and other financial losses

 

 

 

 

 

 

 

 

 

 

 

(19,686)

Foreign currency losses

 

 

 

 

 

 

 

 

 

 

 

(19,475)

Net income before income tax expense

 

 

 

 

 

 

 

 

 

 

 

$                  118,741 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Three Months Ended September 30, 2018



 

 

 

 

 

 

 

Brazil

 

Argentina

 

Mexico

 

 

Other Countries

 

Total



 

 

 

 

 

 

 

(In thousands)

Net revenues

 

$                           220,828 

 

$                         83,714 

 

$                            28,962 

 

 

$                           21,777 

 

$                          355,281 

Direct costs

 

(190,172)

 

(60,409)

 

(35,229)

 

 

(18,822)

 

(304,632)

Direct contribution (loss)

 

30,656 

 

23,305 

 

(6,267)

 

 

2,955 

 

50,649 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses and indirect costs of net revenues

 

 

 

 

 

 

 

 

 

 

(61,652)

Loss from operations

 

 

 

 

 

 

 

 

 

 

(11,003)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 



Interest income and other financial gains

 

 

 

 

 

 

 

 

 

 

8,636 



Interest expense and other financial losses

 

 

 

 

 

 

 

 

 

 

(15,869)



Foreign currency gains

 

 

 

 

 

 

 

 

 

 

3,924 

Net loss before income tax gain

 

 

 

 

 

 

 

 

 

 

$                          (14,312)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

17


 

Table of Contents

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Three Months Ended September 30, 2017



 

 

 

 

 

 

 

Brazil

 

Argentina

 

Mexico

 

Venezuela

 

Other Countries

 

Total



 

 

 

 

 

 

 

(In thousands)

Net revenues

 

$                           176,575 

 

$                         91,308 

 

$                            11,489 

 

$              9,751 

 

$                           15,798 

 

$                          304,921 

Direct costs

 

(129,958)

 

(56,210)

 

(24,923)

 

(4,582)

 

(12,684)

 

(228,357)

Direct contribution (loss)

 

46,617 

 

35,098 

 

(13,434)

 

5,169 

 

3,114 

 

76,564 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses and indirect costs of net revenues

 

 

 

 

 

 

 

 

 

 

 

(49,022)

Income from operations

 

 

 

 

 

 

 

 

 

 

 

27,542 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 



Interest income and other financial gains

 

 

 

 

 

 

 

 

 

 

 

14,200 



Interest expense and other financial losses