Mercadolibre, Inc.
MERCADOLIBRE INC (Form: 10-Q, Received: 11/04/2016 16:22:32)

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  3 0 , 201 6

-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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files.    Yes       No  

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





 

 

 

 

 

 



 

 

 

 

 

 

Large accelerated filer

 

 

Accelerated filer

 



 

 

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

 

Smaller reporting company

 

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.

44,157,341 shares of the issuer’s common stock, $0.001 par value, outstanding as of November 3, 2016.







 



 

 


 

Table of Contents

 



MERCADOLIBRE, INC.

IN DEX 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 , 201 6 and December 31, 201 5

 Interim Condensed Consolidated Statements of Income for the nine and three-month periods ended September 30 , 201 6 and 201 5

 Interim Condensed Consolidated Statements of Comprehensive Income for the nine and three-month periods ended September 30 , 201 6 and 201 5

 Interim Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30 , 201 6 and 201 5

 Notes to Interim Condensed Consolidated Financial Statements (unaudited)

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

26 

 Item 3 — Qualitative and Quantitative Disclosures About Market Risk

56 

 Item 4 — Controls and Procedures

62 

 PART II. OTHER INFORMATION

63 

 Item 1 — Legal Proceedings

63 

 Item 1A — Risk Factors

64 

 Item 6 — Exhibits

64 

 INDEX TO EXHIBITS

66 



 

 


 

Table of Contents

 

M ercadoLibre, Inc.

Interim Condensed Consolidated Financial Statements

as of September 30 , 201 6 and December 31, 201 5

and for the nine and three -month periods

ended September 30 , 201 6 and 2015

 



 

 


 

Table of Contents

 



M ercadoLibre, Inc.

Interim Condensed Consolidated Balance Sheets

As of September 30 , 201 6 and December 31, 2015

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

(Unaudited)





 

 

 



September 30,

 

December 31,



2016

 

2015

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$          187,995

 

$          166,881

Short-term investments

283,650 

 

202,112 

Accounts receivable, net

31,086 

 

28,428 

Credit cards receivables, net

226,818 

 

131,946 

Prepaid expenses

6,299 

 

6,007 

Inventory

1,388 

 

222 

Other assets

21,871 

 

9,577 

Total current assets

759,107 

 

545,173 

Non-current assets:

 

 

 

Long-term investments

155,178 

 

187,621 

Property and equipment, net

121,006 

 

81,633 

Goodwill

94,493 

 

86,545 

Intangible assets, net

27,725 

 

28,991 

Deferred tax assets

44,066 

 

29,688 

Other assets

54,482 

 

43,955 

Total non-current assets

496,950 

 

458,433 

Total assets

$       1,256,057

 

$       1,003,606

Liabilities and Equity

 

 

 

Current liabilities:

 

 

 

Accounts payable and accrued expenses

$            95,970

 

$            62,038

Funds payable to customers

313,837 

 

203,247 

Salaries and social security payable

43,676 

 

32,918 

Taxes payable

27,810 

 

10,092 

Loans payable and other financial liabilities

6,077 

 

1,965 

Other liabilities

2,319 

 

7,667 

Dividends payable

6,624 

 

4,548 

Total current liabilities

496,313 

 

322,475 

Non-current liabilities:

 

 

 

Salaries and social security payable

14,801 

 

10,422 

Loans payable and other financial liabilities

299,472 

 

294,342 

Deferred tax liabilities

36,070 

 

27,049 

Other liabilities

14,414 

 

9,860 

Total non-current liabilities

364,757 

 

341,673 

Total liabilities

$          861,070

 

$          664,148



 

 

 

Equity:

 

 

 



 

 

 

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

 

 

 

44,157,341 and 44,156,854 shares issued and outstanding at September 30,

 

 

 

2016 and December 31, 2015, respectively

$                   44

 

$                   44

Additional paid-in capital

137,979 

 

137,923 

Retained earnings

505,915 

 

440,770 

Accumulated other comprehensive loss

(248,951)

 

(239,279)

Total Equity

394,987 

 

339,458 

Total Liabilities and Equity

$       1,256,057

 

$       1,003,606





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

 

 

1


 

Table of Contents

 

M ercadoLibre, Inc.

Interim Condensed Consolidated Statements of Income

For the nine and   three -month periods ended September 30 , 201 6 and 201 5

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

(Unaudited)





 

 

 

 

 

 

 

 



 

Nine Months Ended September 30,

 

Three Months Ended September 30,



 

2016

 

2015

 

2016

 

2015

Net revenues

 

$           588,121

 

$            471,058

 

$                230,847

 

$              168,641

Cost of net revenues

 

(213,993)

 

(151,832)

 

(85,199)

 

(56,813)

Gross profit

 

374,128 

 

319,226 

 

145,648 

 

111,828 

Operating expenses:

 

 

 

 

 

 

 

 

Product and technology development

 

(72,223)

 

(53,927)

 

(26,066)

 

(17,042)

Sales and marketing

 

(107,743)

 

(86,442)

 

(39,723)

 

(31,125)

General and administrative

 

(64,061)

 

(57,127)

 

(26,150)

 

(18,381)

Impairment of Long-Lived Assets

 

(13,717)

 

(16,226)

 

 —

 

 —

Total operating expenses

 

(257,744)

 

(213,722)

 

(91,939)

 

(66,548)

Income from operations

 

116,384 

 

105,504 

 

53,709 

 

45,280 



 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

Interest income and other financial gains

 

25,192 

 

14,768 

 

9,892 

 

5,777 

Interest expense and other financial losses

 

(18,807)

 

(16,162)

 

(6,492)

 

(6,011)

Foreign currency (loss) gain

 

(5,062)

 

(6,647)

 

(4,823)

 

2,570 

Net income before income / asset tax expense

 

117,707 

 

97,463 

 

52,286 

 

47,616 



 

 

 

 

 

 

 

 

Income / asset tax expense

 

(32,690)

 

(30,639)

 

(13,374)

 

(1,976)

Net income

 

$             85,017

 

$              66,824

 

$                  38,912

 

$                45,640









 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30,

 

Three Months Ended September 30,



 

2016

 

2015

 

 

2016

 

2015

Basic EPS

 

 

 

 

 

 

 

 

 

Basic net income

 

 

 

 

 

 

 

 

 

Shareholders per common share

 

$               1.93

 

$               1.51

 

 

$                  0.88

 

$                     1.03

Weighted average of outstanding common shares

 

44,157,215 

 

44,155,303 

 

 

44,157,341 

 

44,155,830 

Diluted EPS

 

 

 

 

 

 

 

 

 

Diluted net income

 

 

 

 

 

 

 

 

 

Shareholders per common share

 

$               1.93

 

$               1.51

 

 

$                  0.88

 

$                     1.03

Weighted average of outstanding common shares

 

44,157,215 

 

44,155,303 

 

 

44,157,341 

 

44,155,830 



 

 

 

 

 

 

 

 

 

Cash Dividends declared

 

0.450 

 

0.309 

 

 

0.150 

 

0.103 











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

 

 

2


 

Table of Contents

 

M ercadoLibre, Inc.

Interim Condensed Consolidated Statements of Comprehensive Income

For the nine and   three -month periods ended September 30 , 201 6 and 201 5

(In thousands of U.S. dollars)

(Unaudited)









 

 

 

 

 

 

 



Nine Months Ended September 30,

 

Three Months Ended September 30,



2016

 

2015

 

2016

 

2015

Net income

$     85,017

 

$     66,824

 

$     38,912

 

$     45,640

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

 

 

 

 

 

 

 

Currency translation adjustment

(11,056)

 

(46,054)

 

(2,974)

 

(22,127)

Unrealized net gains (losses) on available for sale investments

712 

 

(38)

 

1,106 

 

(11)

Less: Reclassification adjustment for losses on available for sale investments

(672)

 

(379)

 

 —

 

 —

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

(9,672)

 

(45,713)

 

(1,868)

 

(22,138)

Total Comprehensive Income (loss)

$     75,345

 

$     21,111

 

$     37,044

 

$     23,502





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

 

 

3


 

Table of Contents

 



Me rcadoLibre, Inc.

Interim Condensed Consolidated Statement s of Cash Flow

For the nine -month periods ended September 30 , 201 6 and 201 5

(In thousands of U.S. dollars)

(Unaudited)







 

 

 

 



 

Nine Months Ended September 30,



 

2016

 

2015



 

 

Cash flows from operations:

 

 

 

 

Net income

 

$            85,017

 

$            66,824

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Unrealized Devaluation Loss, net

 

5,162 

 

6,080 

Impairment of Long-Lived Assets

 

13,717 

 

16,226 

Depreciation and amortization

 

20,698 

 

16,956 

Accrued interest

 

(12,643)

 

(9,311)

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

 

9,122 

 

12,917 

LTRP accrued compensation

 

19,251 

 

8,032 

Deferred income taxes

 

(5,895)

 

6,206 

Changes in assets and liabilities:

 

 

 

 

Accounts receivable 

 

(2,409)

 

(50,105)

Credit Card Receivables

 

(92,811)

 

(122,328)

Prepaid expenses

 

(272)

 

(4,922)

Inventory

 

(1,048)

 

(169)

Other assets

 

(15,865)

 

(13,089)

Accounts payable and accrued expenses

 

13,852 

 

66,898 

Funds payable to customers

 

100,322 

 

100,938 

Other liabilities

 

136 

 

2,226 

Interest received from investments

 

11,348 

 

7,900 

Net cash provided by operating activities

 

147,682 

 

111,279 

Cash flows from investing activities:

 

 

 

 

Purchase of investments

 

(2,548,060)

 

(1,435,655)

Proceeds from sale and maturity of investments

 

2,525,118 

 

1,424,150 

Payment for acquired businesses, net of cash acquired

 

(7,284)

 

(45,009)

Purchases of intangible assets

 

(49)

 

(1,502)

Advance for property and equipment

 

(6,129)

 

(17,779)

Purchases of property and equipment

 

(55,510)

 

(19,063)

Net cash used in investing activities

 

(91,914)

 

(94,858)

Cash flows from financing activities:

 

 

 

 

Proceeds from loans payable and other financial liabilities

 

3,892 

 

5,015 

Payments on loans payable and other financing

 

(6,492)

 

(4,622)

Dividends paid

 

(17,795)

 

(16,426)

Repurchase of Common Stock

 

 —

 

(2,714)

Net cash used in financing activities

 

(20,395)

 

(18,747)

Effect of exchange rate changes on cash and cash equivalents

 

(14,259)

 

(47,794)

Net increase (decrease) in cash and cash equivalents

 

21,114 

 

(50,120)

Cash and cash equivalents, beginning of the period

 

$166,881 

 

223,144 

Cash and cash equivalents, end of the period

 

$187,995 

 

$          173,024





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

 



 

 

4


 

Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)



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 the leading ecommerce company in Latin America, serving as an integrated regional platform and as an enabler of the necessary online and technology tools to 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 MercadoClics and other ad-sales products, MercadoLibre facilitates advertising services to large retailers and brands to promote their product and services on the web; and through MercadoShops, MercadoLibre facilitates users to set-up, manage, and promote their own on-line web-stores under a subscription-based business model. In addition, MercadoLibre develops and sells software enterprise solutions to e-commerce business clients in Brazil.

As of September 30, 2016, MercadoLibre, through its wholly-owned subsidiaries, operated online ecommerce platforms directed towards Argentina, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Peru, Mexico, Panama, Honduras, Nicaragua, Salvador , Portugal, Uruguay, Bolivia, Guatemala, Paraguay and Venezuela. Additionally, MercadoLibre operates an online payments solution directed towards Argentina, Brazil, Mexico, Venezuela, Chile, Peru and Colombia. It also offers a shipping solution directed towards Argentina, Brazil, Mexico, Colombia and Chile. In addition, 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 and its wholly-owned subsidiaries. These interim condensed consolidated financial statements are stated in U.S. dollars , except for amounts 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, amounting to approximately 99.9% and 99.7% of the con solidated amounts during the nine -month periods ended September 30, 2016 and 2015. Long-lived assets, intangible assets and goodwill located in the foreign operations totaled $232,819 thousands and $184,178 thousands as of September 30, 2016 and December 31, 2015, respectively.

These interim condensed consolidated financial statements reflect the Company’s consolidated financial position as of September 30 , 201 6   and December 31, 201 5 . These financial statements also show the Company’s consolidated statements of income and comprehensive income for the nine and three-month periods ended September 30 , 201 6 and 201 5; and statement of cash flows for the nine-month period ended September 30, 2016 and 2015 . 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, 201 5 , 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 Form 10-K. During the nine-month period ended September 30, 2016, there were no material updates made to the Company’s significant accounting policies.

Foreign currency translation

All of the Company’s foreign operations have determined the local currency to be their functional currency, except for Venezuela since January 1, 2010, as described below. Accordingly, these foreign operating 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 translat ion adjustment is recorded as a component of other comprehensive   (loss) income.

 

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Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

Venezuelan currency status

Pursuant to U.S. GAAP, the Company has transitioned its Venezuelan operations to highly inflationary status as from January 1, 2010, which requires that transactions and balances are re-measured as if the U.S. dollar was the functional currency for such operation. The cumulative   three   year inflation rate as of December 31, 2010 exceeded   100% . The Company continues to treat the economy of Venezuela as highly-inflationary. Therefore,   no   translation effect was accounted for in other comprehensive income   related to the Venezuelan operations.

O n February 10, 2015, the Venezuelan government issued a decree that unified the two previous foreign exchange systems “SICAD 1 and SICAD 2” into a new single system ( SICAD ) , with an initial public foreign exchange rate of 12 BsF per U.S. dollar. The SICAD auction process remains available only to obtain foreign currency to pay for a limited list of goods considered to be of high priority by the Venezuelan government, which does not include those relating to the Company’s business. In the same decree the Venezuelan government created the “Sistema Marginal de Divisas” (“SIMADI”), a new foreign exchange system that is separate from SICAD, which publishes a foreign exchange rate from the Central Bank of Venezuela (“ BCV ”) on a daily basis.

In light of the disappearance of SICAD 2, and the Company’s inability to gain access to U.S. dollars under SICAD, it started requesting and was granted U.S. dollars through SIMADI. As a result, the Company from that moment expected to settle its transactions through SIMADI going forward and concluded that the SIMADI exchange rate should be used to re-measure its bolivar-denominated monetary assets and liabilities and to re-measure the revenues and expenses of the Venezuelan subsidiaries effective as of March 31, 2015. In connection with this re-measurement, the Company recorded a foreign exchange loss of $20.4 million during the first quarter of 2015.

Considering this change in facts and circumstances and the lower U.S. dollar-equivalent cash flows then expected from the Venezuelan business, the Company reviewed its long-lived assets, goodwill and intangible assets with indefinite useful life for impairment and concluded that the carrying value of certain real estate investments in Venezuela as of March 31, 2015 would not be fully recoverable. As a result, the Company recorded an impairment of long-lived assets of $ 16.2 million on March 31, 2015. The carrying amount was adjusted to its estimated fair value of approximately $9.2 million as of March 31, 2015 , by using the market approach, and considering prices for similar assets.

On March 9, 2016 the BCV issued the Exchange Agreement No.35, which is effective since March 10, 2016. The agreement established a “protected” exchange rate ( DIPRO ) for certain transactions, such as but not limited to: imports of goods of the food and health sectors, as well as supplies associated with the production of said sectors; expenses relating to health treatments, sports, culture, scientific research, and other urgent matters defined by the exchange regulations. All foreign currency transactions not expressly provided in Exchange Agreement No.35 will be processed on the alternate foreign currency markets governed by the exchange regulations, at the floating supplementary market exchange rate ( DICOM ).

Additionally, the agreement established that the alternate foreign currency markets referred to in Exchange Agreement No.33 of February 10, 2015 (SIMADI) will continue to operate until replaced by others. As of the date of issuance of these interim condensed consolidated financial statements, the SIMADI has not been replaced and for that reason, the Company continued using SIMADI. From March 31, 2016 through June 30, 2016, the SIMADI exchange rate increased from 273 BsF per U.S. dollar to 628 BsF per U.S. dollar, a 130% increase in the exchange rate. As a consequence of the local currency devaluation , the Company recorded a foreign exchange loss of $4.9 million during the second quarter of 201 6 .

Considering the significant devaluation and the lower U.S. dollar-equivalent cash flows then expected from the Venezuelan business, the Company reviewed its long-lived assets (including non-current other assets) , goodwill and intangible assets with indefinite useful life for impairment and concluded that the carrying value of certain real estate investments in Venezuela as of June 30, 2016 would not be fully recoverable. As a result, on June 30, 2016, the Company recorded an impairment related to offices and commercial property under construction included within non-current other assets of $13.7 million . The carrying amount of offices and commercial property under construction was adjusted to its estimated fair value of approximately $12.5   million as of June 30, 2016, by using the market approach, and considering prices for similar assets. As of September 30, 2016, the SIMADI exchange rate was 658.9   BsF per U.S. dollar .

Until 2010 the Company was able to obtain U.S. dollars for any purpose, including dividends distribution, using alternative mechanisms other than through the Commission for the Administration of Foreign Exchange Control (CADIVI). Those U.S. dollars, obtained at a higher exchange rate than the one offered by CADIVI, and held at U.S. bank accounts of our Venezuelan subsidiaries, were used until 2012 for dividend distributions from our Venezuelan subsidiaries. The Company has not distributed dividends from the Venezuelan subsidiaries since 2011.

The following table sets forth the assets, liabilities and net assets of the Company’s Venezuelan subsidiaries, before intercompany eliminations of a net liability of $13.4   million and $24.6   million, as of September 30 , 201 6 and December 31, 201 5 and net revenues for the nine -month periods ended September 30 , 201 6 and 201 5 :







 

 

 

 

 

 

 

 

 

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Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)



 

 

 

September 30,



 

 

2016

 

2015

 



 

 

(In thousands)

Venezuelan operations

 

 

 

 

 

 



Net Revenues

 

$

26,451 

 

$

28,529 

 



 

 

 

 

 

 

 

 



 

 

September 30,

 

December 31,

 



 

 

2016

 

2015

 



 

 

(In thousands)

 



Assets

 

 

56,569 

 

 

65,407 

 



Liabilities

 

 

(16,902)

 

 

(36,266)

 



Net Assets

 

$

39,667 

 

$

29,141 

 





As of September 30 , 201 6 , net assets (before intercompany eliminations) of the Venezuelan subsidiaries amounted to approximately 10.0%  o f consolidated net assets, and cash and investments of the Venezuelan subsidiaries held in local currency in Venezuela amounted to approximately 1.0% of our consolidated cash and investments.

The Company’s ability to obtain U.S. dollars in Venezuela is negatively affected by the exchange regulations in Venezuela that are described above and elsewhere in these interim condensed consolidated financial statements. In addition, its business and ability to obtain U.S. dollars in Venezuela would be negatively affected by additional material devaluations or the imposition of significant additional and more stringent controls on foreign currency exchange by the Venezuelan government.

Despite the current difficult macroeconomic environment in Venezuela, the Company continues to actively manage, through its Venezuelan subsidiaries, its investment in Venezuela.

Argentine currency status

During December 2015 the Argentine peso exchange rate increased by approximately  37%  against the U.S. dollar to  13.3  Argentine pesos per U.S. dollar as of December 31, 2015. Due to this increase, during the fourth quarter of 2015, the Company recognized a foreign exchange gain of   $18.2  million (as a result of having a net asset position in U.S. dollars) and the reported Other Comprehensive Loss increased by  $22.8  million (as a result of having a net asset position in Argentine pesos). As of September 30 , 2016 the Argentine Peso exchange rate against the U.S. dollar was 15.3 .



Brazilian currency status

During   2015,   the       Brazilian Reais exchange rate   increased in approximately   44% ,   relative to the U.S. dollar, from   2.7   Brazilian Reais   per U.S. dollar as of December 31, 2014   to   3.9   Brazilian Reais per U.S. dollar   as of December 31, 2015.    Due to the fluctuations of the Brazilian foreign currency against the U.S. dollar, the Company recognized a foreign exchange gain of       $14.6   million during the year 2015. In addition, the reported Other   Comprehensive   Loss of our Brazilian segment   increased   by   $9.0   million during   the year 2015 .   As of September 30 , 2016 the Brazilian   Reais exchange rate against the U.S. dollar was 3.2 .



Income and asset taxes

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 carry   forwards. 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

 

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Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

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 the regulatory decree was issued, which established the new requirement to become beneficiary of the new software development law. The new decree establishes compliance requirements 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 Argentine operation will have to achieve certain required ratios annually under the new software development law.

The Industry Secretary resolution which rules, among other provisions, on the mechanism to file the information to obtain the benefits derived from the new software development law was issued in late February 2014. During May 2014, the Company presented all the required documentation in order to apply for the new software development law.

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 Argentinean subsidiary, Mercadolibre S.R.L. Furthermore, on September 18, 2016, the Argentine Industry Secretary issued Resolution s   93/2016 and 97/2016 approving the Company’s application for eligibility under the new software development law for the Company’s Argentinean subsidiaries, Neosur S.RL. and Business Vision S.A. As a result, the Company’s Argentinean subsidiaries have been granted a tax holiday retroactive from September 18, 2014. A portion of the benefits obtained as beneficiaries of the new law is a relief of  60%  of total income tax related to software development activities and a  70%  relief in payroll taxes related to software development activities.

The new software development law, which provides that beneficiaries must meet certain on-going eligibility requirements, 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  $16,018 and $6,823 thousands for the nine and three -month periods ended September 30, 2016, respectively. Furthermore, the Company recorded a labor cost benefit of  $4,173  and   $2,167 thousands for the nine and three-month periods ended September 30, 2016, respectively . Additionally,  $1,416 and $631   thousands  were accrued to pay software development law audit fees during the nine and three-month periods ended September 30, 2016, respectively During the third quarter of 2015, the Company recorde d an income tax benefit of  $16,015   thousands, a labor cost benefit of  $4,183 thousands and $1,414 million were accrued to pay software development law audit fees. Aggregate per share effect of the Argent ine tax holiday amounted to  $0.46 and $0.20  for the nine and three-month periods ended September 30, 2016, respectively.

In November 2015, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17). The new guidance requires that deferred income tax liabilities and assets be classified as non-current in a classified statement of financial position. The amendments in this Update are effective for fiscal years beginning after December 15, 2016, with early adoption permitted.

The company elected to apply the amendments retrospectively to all periods presented as it reduce s the costs and complexity in current GAAP without affecting the quality of information provided to users of financial statements.

 The quantitative effect of the change on the December 31, 2015 balance sheet presented was a decrease in current deferred tax assets and current deferred tax liabilities of 12,290 thousands and 2,551 thousands, respectively. Those balances were reclassified to non-current deferred tax assets and non-current deferred tax liabilities as appropriate. Consequently, all deferred taxes were presented as Non-current in balance sheet. 

As of September 30, 2016 and December 31, 2015, the Company included under non-current deferred tax assets caption the foreign tax credits related to the dividend distributions received from its subsidiaries for a total amount of   $15,966   thousands and   $10,102   thousands, respectively. Those foreign tax credits will be used to offset the future domestic income tax payable.  

 

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Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

Accumulated other comprehensive loss

The following table sets forth the Company’s accumulated other comprehensive loss as of September  3 0 , 2016 and the year ended December 31, 2015:







 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015



 

(In thousands)

Accumulated other comprehensive loss:

 

 

 

 

Foreign currency translation

 

$             (249,663)

 

$        (238,607)

Unrealized gains (losses) on investments

 

1,077 

 

(1,023)

Estimated tax (loss) gain on unrealized gains (losses) on investments

 

(365)

 

351 



 

$             (248,951)

 

$        (239,279)



The following tables summarize the changes in accumulated balances of other comprehensive loss for the nine -month period ended September  3 0 , 2016:

 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Unrealized

 

Foreign

 

Estimated tax

 

 

 



 

(Losses) Gains on

 

Currency

 

(expense)

 

 

 



 

Investments

 

Translation

 

benefit

 

Total

 



 

(In thousands)

Balances as of December 31, 2015

 

$                (1,023)

 

$        (238,607)

 

$              351

 

$      (239,279)

 

Other comprehensive loss before reclassifications adjustments for gains (losses) on available for sale investments

 

1,077 

 

(11,056)

 

(365)

 

(10,344)

 

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

 

1,023 

 

 —

 

(351)

 

672 

 

Net current period other comprehensive income gain (loss)

 

2,100 

 

(11,056)

 

(716)

 

(9,672)

 

Ending balance

 

$                 1,077

 

$        (249,663)

 

$             (365)

 

$      (248,951)

 









 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

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 losses on investments

 

$                (1,023)

 

Interest expense and other financial losses

Estimated tax gain on unrealized losses on investments

 

351 

 

Income / asset tax gain

Total reclassifications for the year

 

$                   (672)

 

Total, net of income taxes







Inventory

Inventory, consisting of points of sale (“POS”) devices available for sale, are accounted for using the first-in first-out (“FIFO”) method, and are valued at the lower of cost or market value.   

Impairment of long-lived assets  

The Company reviews its long-lived assets (including non-current other assets) for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

As explained above under “Foreign Currency Translation”, the Company has been subject to more unfavorable exchange markets in Venezuela since March 2015. Furthermore, from March 31, 2016 through June 30, 2016, the SIMADI exchange rate increased from 273 BsF per U.S. dollar to 628 BsF per U.S. dollar, a 130% increase in the exchange rate.  

 

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Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

Considering these changes in facts and circumstances and the lower U.S. dollar-equivalent cash flows expected from the Venezuelan business, and long-lived assets expected use, the Company concluded that certain real estate investments held in Caracas, Venezuela, should be impaired. The fair value of long-lived assets was estimated through market approach using level 3 inputs in the fair value hierarchy. These level 3 inputs included, but are not limited to, executed purchase agreements in similar assets and third party valuations. As a consequence, the Company estimated the fair value of the impaired long-lived assets, and recorded impairment losses of $13.7 million and $16.2 million on June 30, 2016 and March 31, 2015 , respectively.    

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 allowance for doubtful accounts and chargeback provisions, 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 debt note, recognition of income taxes and contingencies. Actual results could differ from those estimates.

Recently issued accounting pronouncements

On March 8, 2016 the FASB issued the ASU 2016-04. When an entity sells a prepaid stored-value product (such as gift cards, telecommunication cards, and traveler’s checks), it recognizes a financial liability for its obligation to provide the product holder with the ability to purchase goods or services at a third-party merchant. When a prepaid stored-value product goes unused wholly or partially for an indefinite time period, the amount that remains on the product is referred to as breakage. There currently is diversity in the methodology used to recognize breakage. Subtopic 405-20 includes derecognition guidance for both financial liabilities and nonfinancial liabilities, and Topic 606, Revenue from Contracts with Customers, includes authoritative breakage guidance but excludes financial liabilities. The amendments in this Update provide a narrow scope exception to the guidance in Subtopic 405-20 to require that breakage be accounted for consistent with the breakage guidance in Topic 606. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the company´s financial statements.

On March 14, 2016 the FASB issued the ASU 2016-06. Topic 815 requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met, including the “clearly and closely related” criterion. The amendments in this Update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The amendments apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the company´s financial statements.

On March 17, 2016 the FASB issued the ASU 2016-08. This update releases Accounting Standards Update No. 2016-08--Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in this Update will clarify the implementation guidance on principal versus agent considerations. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements.

On March 30, 2016 the FASB issued the ASU 2016-09. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards. The areas for simplification in this Update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. In addition, the amendments in this Update eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. This Accounting Standards Update is the final version of Proposed Accounting Standards Update—Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which has been deleted. The new standard is effective for fiscal years beginning after December

 

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Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements.

On April 14, 2016 the FASB issued the ASU 2016-10.This update releases Accounting Standards Update No. 2016-10—Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This Update clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard. The Update includes targeted improvements based on input the Board received from the Transition Resource Group for Revenue Recognition and other stakeholders. The Update seeks to proactively address areas in which diversity in practice potentially could arise, as well as to reduce the cost and complexity of applying certain aspects of the guidance both at implementation and on an ongoing basis. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements.

On May 3, 2016 the FASB issued the ASU 2016-11 on Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815). The amendments in this Update eliminate some guidance related to revenue recognition and derivatives. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements.   

On May 9, 2016 the FASB issued the ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients”. The amendments in this update address narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. Additionally, the amendments in this update provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. 

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 it’s 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 the Company´s financial statements.    

On August 26, 2016 the FASB issued the “ ASU 2016-15—Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments ”. This update addresses the following e ight specific cash flow issues: d ebt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle.   The new standard is effective for fiscal years   beginning after December 15, 201 7. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements .  

On October 24, 2016 the FASB issued the “ ASU 2016-1 6 Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ”. This update eliminates the exception that prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset or assets have been sold to an outside party. Consequently, this update requires to recognize the current and deferred income tax consequences of an intra-entity asset transfer when the transfer occurs. The new standard is effective for fiscal years   beginning after December 15, 201 7. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements .  

 

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MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)



3. Net income per share

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

Diluted earnings per share for the Company’s common stock assume the issuance of shares as a consequence of a convertible debt securities conversion event and the effects of assumed share settlement of long term retention plans for earnings per share calculations.







Net income   per share of common st ock is as follows for the nine and three -month periods ended September 30 , 201 6 and 201 5 :

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Nine Months Ended September 30,

 

Three Months Ended September 30,



2016

 

2015

 

2016

 

 

 

2015



(In thousands)

 

 

 

 

 

 

 

 



Basic

 

Diluted

 

Basic

 

Diluted

 

Basic

 

Diluted

 

Basic

 

Diluted

Net income per common share

$          1.93

 

$          1.93

 

$          1.51

 

$          1.51

 

$          0.88

 

$          0.88

 

$1.03 

 

$1.03 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$      85,017

 

$      85,017

 

$      66,824

 

$      66,824

 

$      38,912

 

$      38,912

 

$45,640 

 

$45,640 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average of common stock outstanding for Basic  earnings per share

44,157,215 

 

 

 

44,155,303 

 

 

 

44,157,341 

 

 

 

44,155,830 

 

 

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

 

 

44,157,215 

 

 

 

44,155,303 

 

 

 

44,157,341 

 

 

 

44,155,830 







For the nine and three-month periods ended September 30, 2016 and 2015 there was no impact on the calculation of diluted earnings per share as a consequence of the consideration of the Convertible Notes and the Long term retention plan referred to above calculated using the “if converted” method and the “treasury stock method” respectively.

The denominator for diluted net income per share for the nine and three-month periods ended   September 30 ,   201 6 and   201 5 does not include any effect from the capped call   issued in connection with the notes because it would be antidilutive. In the event of conversion of any or all of the Notes, the shares that would be delivered to the Company under the   Note hedges are designed to partially neutralize the dilutive effect of the shares that the Company would issue under the Notes.

 

4. Business combinations, goodwill and intangible assets

Business combinations

Acquisition of a software development company in Argentina

On February   12 , 201 6 , the Company completed, through its subsidiaries Meli Participaciones S.L. and Marketplace Investment LLC, a limited liability company organized under the laws of Delaware, USA (together referred to as the “Buyers”), the acquisition of the 100% of equity interest of Monits S.A. , a software development company located and organized under the laws of the Buenos Aires City, Argentina. The objective of the acquisition was to enhance the capabilities of the Company in terms of software development.

The aggregate purchase price for the acquisition of the 100% of the acquired business was $3,056 thousands, measured at its fair value, amount that included: (i) the total cash payment of $1,713 thousands at closing day ; (ii) an escrow of $128 thousands and iii) a contingent additional cash consideration up to   $1,215 thousands .  

The Company’s unaudited interim condensed consolidated statement of income includes the results of operations of the acquired business as from February 12, 2016 . The net revenues and net income   before intercompany eliminations of the acquired Company included in the Company’s interim condensed consolidated statement of income since the acquisition amounted to $ 1,641 thousands and $93 thousands, respectively.

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

 

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MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

As of September 30 , 2016, the fair value of the contingent consideration recorded is $1,215 thousands. Contingent additional cash considerations are to be paid after the achievement of the performance targets.

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







 

 

 



 

Monits S.A.
In thousands of U.S. dollars

Cash and cash equivalents

 

$

Other net tangible assets

 

 

25 

Total net tangible assets acquired

 

 

28 

Non solicitation agreement

 

 

196 

Goodwill

 

 

2,832 

Purchase Price

 

$

3,056 



The purchase price was allocated based on the measurement of the fair value of assets acquired and liabilities assumed considering the information available as of the date of   acquisition . The valuation of identifiable intangible assets acquired reflects management’s estimates based on the use of established valuation methods. Such assets consist of non-solicitation agreement for an amount of $196 thousands. Management of the Company estimates that the non-solicitation agreement will be amortized over a two -year period.

The Company recognized goodwill for this acquisition based on management expectation that the acquired business will improve the Company’s business.

Arising goodwill has been 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 segments.   Goodwill arising from this acquisition is not deductible for tax purposes.

Acquisition of a software development company in Brazil  

On June 1 , 2016, through its subsidiary Ebazar.com.br Ltda., the Company acquired  100%  of the issued and outstanding shares of capital stock of Axado Informação e Tecnologia S.A. (“Axado”) , a company that develops logistic software for the e-commerce industry in Brazil .

The aggregate purchase price for the acquisition of the 100% of the acquired business was  $5,536  thousands, measured at its fair value, which included: (i) the total cash payment of  $4,706   thousands at closing day; and  (ii) an escrow of  $830   thousands . Additionally, payments of $830   thousands will be transferred to the sellers by the end of the first and second year after the acquisition,   aiming to continue the employment relationship as key emp loyees. This additional payment will be expensed over the period up to fulfillment of the conditions required by the selling and purchase agreement.

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

The Company’s consolidated statement of income includes the results of operations of the acquired business as from June 1, 2016 . The net revenues and net loss of the acquiree included in the Company’s statement of income since the acquisition amounted to  $363   thousands and $92 thousands, respectively.

 

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MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

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



 

   

   



 

 

 



 

Axado Informacao e Tecnologia Ltda
In thousands of U.S. dollars

Cash and cash equivalents

 

$

90 

Other net tangible assets

 

 

77 

Total net tangible assets acquired

 

 

167 

Customer lists

 

 

676 

Trademark

 

 

251 

Software

 

 

282 

Non-solicitation and Non-compete agreements

 

 

118 

Goodwill

 

 

4,042 

Purchase Price

 

$

5,536 



The purchase price was allocated based on the measurement of the fair value of assets acquired and liabilities assumed considering the information available as of the date of acquisition. 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, software and non-compete and non-solicitation agreement s for a total amount of   $1,327   thousands. Management of the Company estimates that customer lists and non-compete agreements will be amortized over a   five   - year period , while trademark and software will be amortized over a three - 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 to the   Brazilian   segment 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 gen eration process of such segment. Goodwill arising from this acquisition is deductible for tax purposes.

Supplemental pro forma financial information required by U.S. GAAP for each acquisition, both individually and in the aggregate, was not material to the interim condensed consolidated financial statements of income of the Company   and, accordingly, such information has not been presented .

Goodwill and intangible assets

The composition of goodwill and intangible assets is as follows:





 

 

 

 



 

September 30,

 

December 31,



 

2016

 

2015



 

(In thousands)

Goodwill

 

$            94,493

 

$            86,545

Intangible assets with indefinite lives

 

 

 

 

- Trademarks

 

13,388 

 

13,074 

Amortizable intangible assets

 

 

 

 

- Licenses and others

 

7,457 

 

8,691 

- Non-compete/solicitation agreement

 

1,835 

 

1,615 

- Customer lists

 

14,825 

 

12,971 

- Trademarks

 

612 

 

 —

Total intangible assets

 

$            38,117

 

$            36,351

Accumulated amortization

 

(10,392)

 

(7,360)

Total intangible assets, net

 

$            27,725

 

$            28,991





 







 

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MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

Goodwill

The changes in the carrying amount of goodwill for the nine -month period ended September 30, 2016 and the year ended December 31, 2015 are as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Period ended September 30, 2016



 

Brazil

 

Argentina

 

Chile

 

Mexico

 

Venezuela

 

Colombia

 

Other Countries

 

Total



 

(In thousands)

Balance, beginning of the period

 

$           18,526 

 

$           7,430 

 

$        16,438 

 

$           33,834 

 

$             5,729 

 

$             3,437 

 

$             1,151 

 

$         86,545 

- Business acquisition

 

5,635 

 

700 

 

 —

 

190 

 

260 

 

57 

 

32 

 

6,874 

- Effect of exchange rates changes

 

3,667 

 

(1,164)

 

1,238 

 

(2,979)

 

 —

 

299 

 

13 

 

1,074 

Balance, end of the period

 

$           27,828 

 

$           6,966 

 

$        17,676 

 

$           31,045 

 

$             5,989 

 

$             3,793 

 

$             1,196 

 

$         94,493 









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Year ended December 31, 2015



 

Brazil

 

Argentina

 

Chile

 

Mexico

 

Venezuela

 

Colombia

 

Other Countries

 

Total



 

(In thousands)

Balance, beginning of year

 

$           10,557 

 

$         11,859 

 

$        19,101 

 

$           15,719 

 

$             5,729 

 

$             4,521 

 

$             1,343 

 

$         68,829 

- Business acquisition

 

14,066 

 

 —

 

 —

 

22,978 

 

 —

 

 —

 

 —

 

37,044 

- Effect of exchange rates changes

 

(6,097)

 

(4,429)

 

(2,663)

 

(4,863)

 

 —

 

(1,084)

 

(192)

 

(19,328)

Balance, end of the year

 

$           18,526 

 

$           7,430 

 

$        16,438 

 

$           33,834 

 

$             5,729 

 

$             3,437 

 

$             1,151 

 

$         86,545 







Intangible assets with definite useful life

Intangible assets with definite useful life are comprised of customer lists and user base, non-compete and non- solicitation agreements, acquired software licenses and other acquired intangible assets including developed technologies. Aggregate amortization expense for intangible assets totaled   $1,144   thousands and   $909   thousands for the three-month periods ended September 30, 2016 and 2015, respectively, while for the nine-month periods ended at such dates amounted to   $2,863 thousands and   $2,273   thousands, respectively.

The following table summarizes the remaining amortization of intangible assets (in thousands of U.S. dollars) with definite useful life as of September 30, 2016 :







 

 

 

 

 

 

For year ended 12/31/2016

 

 

 

 

 

$              1,045

For year ended 12/31/2017

 

 

 

 

 

3,554 

For year ended 12/31/2018

 

 

 

 

 

3,013 

For year ended 12/31/2019

 

 

 

 

 

2,373 

Thereafter

 

 

 

 

 

4,352 



 

 

 

 

 

$            14,337



 

 

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 to reflect the evaluation of the Company’s performance defined by the management. The Company’s segments include Brazil, Argentina, Mexico, Venezuela and other countries (such as Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Panama, Honduras, Nicaragua, Salvador, Bolivia, Guatemala, Paraguay, Peru, Portugal, Uruguay and USA).

Direct contribution consists of net revenues from external customers less direct costs and any impairment of long lived assets. Direct costs include costs of net revenues, p roduct 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

 

15


 

Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)

marketing programs, customer support expenses, allowances for doubtful accounts, payroll, 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.

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







 

 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30, 2016



 

Brazil

 

Argentina

 

Mexico

 

Venezuela

 

Other Countries

 

Total



 

(In thousands)

Net revenues

 

$             311,427 

 

$             185,885 

 

$             34,375 

 

$             26,451 

 

$             29,983 

 

$               588,121 

Direct costs

 

(188,772)

 

(105,217)

 

(29,004)

 

(12,691)

 

(21,281)

 

(356,965)

Impairment of Long-lived Assets

 

-

 

-

 

-

 

(13,717)

 

-

 

(13,717)

Direct contribution

 

122,655 

 

80,668 

 

5,371 

 

43 

 

8,702 

 

217,439 



 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses and indirect costs of net revenues

 

 

 

 

 

 

 

 

 

 

 

(101,055)

Income from operations

 

 

 

 

 

 

 

 

 

 

 

116,384 



 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income and other financial gains

 

 

 

 

 

 

 

 

 

 

 

25,192 

Interest expense and other financial losses

 

 

 

 

 

 

 

 

 

 

 

(18,807)

Foreign currency losses

 

 

 

 

 

 

 

 

 

 

 

(5,062)

Net income before income / asset tax expense

 

 

 

 

 

 

 

 

 

 

 

$               117,707 









 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30, 2015



 

Brazil

 

Argentina

 

Mexico

 

Venezuela

 

Other Countries

 

Total



 

(In thousands)

Net revenues

 

$             215,651 

 

$             171,496 

 

$             29,308 

 

$             28,529 

 

$             26,074 

 

$               471,058 

Direct costs

 

(127,406)

 

(92,547)

 

(21,175)

 

(10,500)

 

(16,427)

 

(268,055)

Impairment of Long-lived Assets

 

-

 

-

 

-

 

(16,226)

 

-

 

(16,226)

Direct contribution

 

88,245 

 

78,949 

 

8,133 

 

1,803 

 

9,647 

 

186,777 



 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses and indirect costs of net revenues

 

 

 

 

 

 

 

 

 

 

 

(81,273)

Income from operations

 

 

 

 

 

 

 

 

 

 

 

105,504 



 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income and other financial gains

 

 

 

 

 

 

 

 

 

 

 

14,768 

Interest expense and other financial losses

 

 

 

 

 

 

 

 

 

 

 

(16,162)

Foreign currency losses

 

 

 

 

 

 

 

 

 

 

 

(6,647)

Net income before income / asset tax expense

 

 

 

 

 

 

 

 

 

 

 

$                 97,463 

 

 

16


 

Table of Contents

 

MercadoLibre, Inc.

Notes to Interim Condensed Consolidated Financial Statements (unaudited)





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Three Months Ended September 30, 2016



 

 

 

 

 

 

 

Brazil

 

Argentina

 

Mexico

 

Venezuela

 

Other Countries

 

Total



 

 

 

 

 

 

 

(In thousands)

Net revenues

 

$               131,003 

 

$               69,983 

 

$               11,807 

 

$                 6,885 

 

$                     11,169 

 

$               230,847 

Direct costs

 

(77,012)

 

(39,026)

 

(10,353)

 

(3,462)

 

(7,943)

 

(137,796)

Direct contribution

 

53,991 

 

30,957 

 

1,454 

 

3,423 

 

3,226 

 

93,051 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses and indirect costs of net revenues

 

 

 

 

 

 

 

 

 

 

 

(39,342)

Income from operations

 

 

 

 

 

 

 

 

 

 

 

53,709 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 



Interest income and other financial gains