10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2011
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o |
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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)
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Delaware
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98-0212790 |
(State or other jurisdiction
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(I.R.S. Employer |
of incorporation or organization)
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Identification Number) |
Arias 3751, 7th Floor
Buenos Aires, C1430CRG, Argentina
(Address of registrants principal executive offices)
011-54-11-4640-8000
(Registrants 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
þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, 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 þ No o
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:
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date.
44,142,020 shares of the issuers common stock, $0.001 par value, outstanding as of
November 1, 2011.
MERCADOLIBRE, INC.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
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Item 1. |
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Unaudited Condensed Consolidated Financial Statements |
MercadoLibre, Inc.
Condensed Consolidated Financial Statements
as of September 30, 2011 and December 31, 2010
and for the three- and nine-month periods
ended September 30, 2011 and 2010
MercadoLibre, Inc.
Condensed Consolidated Balance Sheets
As of September 30, 2011 and December 31, 2010
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September 30, |
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December 31, |
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2011 |
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2010 |
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(Unaudited) |
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(Audited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
59,083,417 |
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$ |
56,830,466 |
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Short-term investments |
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67,578,494 |
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5,342,766 |
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Accounts receivable, net |
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15,429,301 |
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12,618,173 |
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Funds receivable from customers |
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13,244,197 |
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6,151,518 |
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Prepaid expenses |
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1,140,002 |
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913,262 |
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Deferred tax assets |
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11,922,213 |
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12,911,256 |
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Other assets |
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6,093,323 |
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6,867,767 |
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Total current assets |
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174,490,947 |
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101,635,208 |
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Non-current assets: |
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Long-term investments |
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41,002,762 |
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78,846,281 |
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Property and equipment, net |
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31,351,966 |
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20,817,712 |
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Goodwill, net |
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62,861,760 |
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60,496,314 |
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Intangible assets, net |
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6,710,125 |
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4,141,167 |
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Deferred tax assets |
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3,495,916 |
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2,975,118 |
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Other assets |
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5,430,114 |
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771,223 |
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Total non-current assets |
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150,852,643 |
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168,047,815 |
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Total assets |
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$ |
325,343,590 |
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$ |
269,683,023 |
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Liabilities and Equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
19,998,140 |
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$ |
17,232,103 |
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Funds payable to customers |
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58,874,916 |
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48,788,225 |
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Payroll and social security payable |
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11,722,130 |
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10,786,534 |
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Taxes payable |
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9,997,791 |
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11,487,574 |
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Loans payable and other financial liabilities |
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140,107 |
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100,031 |
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Dividends payable |
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3,531,362 |
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Total current liabilities |
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104,264,446 |
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88,394,467 |
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Non-current liabilities: |
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Payroll and social security payable |
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3,056,099 |
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2,562,343 |
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Loans payable and other financial liabilities |
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178,543 |
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188,846 |
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Deferred tax liabilities |
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8,219,638 |
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5,167,699 |
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Other liabilities |
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1,770,821 |
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1,651,398 |
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Total non-current liabilities |
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13,225,101 |
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9,570,286 |
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Total liabilities |
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$ |
117,489,547 |
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$ |
97,964,753 |
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Commitments and contingencies (Note 8) |
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Equity: |
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Common stock, $0.001 par value, 110,000,000 shares authorized,
44,142,020 and 44,131,376 shares issued and outstanding at
September 30,
2011 and December 31, 2010, respectively |
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$ |
44,142 |
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$ |
44,131 |
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Additional paid-in capital |
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120,440,906 |
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120,391,622 |
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Retained earnings |
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118,262,734 |
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73,681,556 |
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Accumulated other comprehensive loss |
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(34,304,372 |
) |
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(22,399,039 |
) |
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Total Equity of MercadoLibre, Inc. |
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204,443,410 |
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171,718,270 |
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Noncontrolling Interest |
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3,410,633 |
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Total equity |
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207,854,043 |
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171,718,270 |
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Total liabilities and equity |
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$ |
325,343,590 |
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$ |
269,683,023 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
MercadoLibre, Inc.
Condensed Consolidated Statements of Income
For the three- and nine-month periods ended September 30, 2011 and 2010
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Nine Months Ended September 30, |
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Three Months Ended September 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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(Unaudited) |
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(Unaudited) |
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Net revenues |
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$ |
212,465,972 |
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$ |
154,399,483 |
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$ |
81,628,144 |
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$ |
55,951,378 |
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Cost of net revenues |
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(51,331,295 |
) |
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(32,755,531 |
) |
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(20,060,474 |
) |
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(11,450,919 |
) |
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Gross profit |
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161,134,677 |
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121,643,952 |
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61,567,670 |
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44,500,459 |
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Operating expenses: |
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Product and technology development |
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(16,600,802 |
) |
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(11,425,716 |
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(5,925,019 |
) |
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(4,224,476 |
) |
Sales and marketing |
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(45,567,338 |
) |
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(34,863,616 |
) |
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(16,701,982 |
) |
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(12,281,672 |
) |
General and administrative |
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(28,160,262 |
) |
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(21,725,081 |
) |
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(8,976,946 |
) |
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(8,683,605 |
) |
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Total operating expenses |
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(90,328,402 |
) |
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(68,014,413 |
) |
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(31,603,947 |
) |
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(25,189,753 |
) |
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Income from operations |
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70,806,275 |
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53,629,539 |
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29,963,723 |
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19,310,706 |
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Other income (expenses): |
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Interest income and other financial gains |
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7,037,264 |
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3,073,427 |
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2,913,596 |
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1,361,899 |
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Interest expense and other financial charges |
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(2,562,633 |
) |
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(6,919,307 |
) |
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(1,052,865 |
) |
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(567,969 |
) |
Foreign currency gain / (loss) |
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2,080,822 |
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7,275 |
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3,284,190 |
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(354,219 |
) |
Other income / (loss), net |
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253,148 |
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(7,292 |
) |
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Net income before income / asset tax expense |
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77,614,876 |
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49,790,934 |
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35,101,352 |
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19,750,417 |
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Income / asset tax expense |
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(22,439,967 |
) |
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(9,705,408 |
) |
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(8,804,905 |
) |
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(959,454 |
) |
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Net income |
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$ |
55,174,909 |
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$ |
40,085,526 |
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$ |
26,296,447 |
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$ |
18,790,963 |
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Less: Net Income attributable to Noncontrolling
Interest |
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522 |
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522 |
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Net income attibutable to MercadoLibre, Inc. |
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$ |
55,174,387 |
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$ |
40,085,526 |
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$ |
26,295,925 |
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$ |
18,790,963 |
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Condensed Consolidated Statements of Income
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Nine Months Ended September 30, |
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Three Months Ended September 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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(Unaudited) |
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(Unaudited) |
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Basic EPS |
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Basic net income attibutable to MercadoLibre, Inc. per
common share |
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$ |
1.25 |
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$ |
0.91 |
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$ |
0.60 |
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$ |
0.43 |
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Weighted average shares |
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44,137,176 |
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44,121,539 |
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44,141,925 |
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44,129,762 |
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Diluted EPS |
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Diluted net income attibutable to MercadoLibre, Inc.
per
common share |
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$ |
1.25 |
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$ |
0.91 |
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$ |
0.60 |
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$ |
0.43 |
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Weighted average shares |
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44,150,872 |
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44,144,678 |
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44,151,218 |
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44,151,367 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
MercadoLibre, Inc.
Condensed Consolidated Statements of Changes in Equity
For the nine-month periods ended September 30, 2011 and 2010 (unaudited)
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Accumulated |
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Additional |
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other |
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Total Equity |
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Total |
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Comprehensive |
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Common stock |
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paid-in |
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Retained |
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comprehensive |
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of |
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Noncontrolling |
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income |
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Shares |
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Amount |
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capital |
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Earnings |
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|
income / (loss) |
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MercadoLibre, Inc. |
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Equity |
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Total |
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Balance as of December 31, 2009 |
|
|
|
|
|
|
44,120,269 |
|
|
$ |
44,120 |
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|
$ |
120,257,998 |
|
|
$ |
17,656,537 |
|
|
$ |
(23,765,418 |
) |
|
$ |
114,193,237 |
|
|
$ |
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|
$ |
114,193,237 |
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|
Stock options exercised |
|
|
|
|
|
|
7,126 |
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|
7 |
|
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|
18,192 |
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|
|
|
|
|
|
18,199 |
|
|
|
|
|
|
|
18,199 |
|
Stock-based compensation stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183 |
|
|
|
|
|
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|
|
183 |
|
|
|
|
|
|
|
183 |
|
Stock-based compensation restricted shares |
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|
|
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|
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|
37,696 |
|
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|
37,696 |
|
|
|
|
|
|
|
37,696 |
|
Stock-based compensation LTRP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,291 |
|
|
|
|
|
|
|
|
|
|
|
52,291 |
|
|
|
|
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|
|
52,291 |
|
LTRP shares issued |
|
|
|
|
|
|
3,981 |
|
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4 |
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(4 |
) |
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|
|
Net income |
|
$ |
40,085,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,085,526 |
|
|
|
|
|
|
|
40,085,526 |
|
|
|
|
|
|
|
40,085,526 |
|
Currency translation adjustment |
|
|
1,129,724 |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
1,129,724 |
|
|
|
1,129,724 |
|
|
|
|
|
|
|
1,129,724 |
|
Unrealized net gain on investments |
|
|
670,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
670,471 |
|
|
|
670,471 |
|
|
|
|
|
|
|
670,471 |
|
Realized net gain on investments |
|
|
(27,630 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,630 |
) |
|
|
(27,630 |
) |
|
|
|
|
|
|
(27,630 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
41,858,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2010 |
|
|
|
|
|
|
44,131,376 |
|
|
$ |
44,131 |
|
|
$ |
120,366,356 |
|
|
$ |
57,742,063 |
|
|
$ |
(21,992,853 |
) |
|
$ |
156,159,697 |
|
|
$ |
|
|
|
$ |
156,159,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
61 |
|
|
|
|
|
|
|
61 |
|
Stock-based compensation restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation LTRP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,205 |
|
|
|
|
|
|
|
|
|
|
|
25,205 |
|
|
|
|
|
|
|
25,205 |
|
Net income |
|
$ |
15,939,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,939,493 |
|
|
|
|
|
|
|
15,939,493 |
|
|
|
|
|
|
|
15,939,493 |
|
Currency translation adjustment |
|
|
218,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
218,758 |
|
|
|
218,758 |
|
|
|
|
|
|
|
218,758 |
|
Unrealized net loss on investments |
|
|
(624,944 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(624,944 |
) |
|
|
(624,944 |
) |
|
|
|
|
|
|
(624,944 |
) |
Realized net gains on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
15,533,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2010 |
|
|
|
|
|
|
44,131,376 |
|
|
$ |
44,131 |
|
|
$ |
120,391,622 |
|
|
$ |
73,681,556 |
|
|
$ |
(22,399,039 |
) |
|
$ |
171,718,270 |
|
|
$ |
|
|
|
$ |
171,718,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
MercadoLibre, Inc.
Condensed Consolidated Statements of Changes in Equity
For the nine-month periods ended September 30, 2011 and 2010 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
other |
|
|
Total Equity |
|
|
Total |
|
|
|
|
|
|
Comprehensive |
|
|
Common stock |
|
|
paid-in |
|
|
Retained |
|
|
comprehensive |
|
|
of |
|
|
Noncontrolling |
|
|
Total |
|
|
|
income |
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
Earnings |
|
|
income / (loss) |
|
|
MercadoLibre, Inc. |
|
|
Equity |
|
|
Equity |
|
Balance as of December 31, 2010 |
|
|
|
|
|
|
44,131,376 |
|
|
$ |
44,131 |
|
|
$ |
120,391,622 |
|
|
$ |
73,681,556 |
|
|
$ |
(22,399,039 |
) |
|
$ |
171,718,270 |
|
|
$ |
|
|
|
$ |
171,718,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options exercised |
|
|
|
|
|
|
5,950 |
|
|
|
6 |
|
|
|
11,169 |
|
|
|
|
|
|
|
|
|
|
|
11,175 |
|
|
|
|
|
|
|
11,175 |
|
Stock-based compensation LTRP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,120 |
|
|
|
|
|
|
|
|
|
|
|
38,120 |
|
|
|
|
|
|
|
38,120 |
|
Dividend Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,593,209 |
) |
|
|
|
|
|
|
(10,593,209 |
) |
|
|
|
|
|
|
(10,593,209 |
) |
LTRP shares issued |
|
|
|
|
|
|
4,694 |
|
|
|
5 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,648,037 |
|
|
|
3,648,037 |
|
Net income |
|
$ |
55,174,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,174,387 |
|
|
|
|
|
|
|
55,174,387 |
|
|
|
522 |
|
|
|
55,174,909 |
|
Currency translation adjustment |
|
|
(12,787,985 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,787,985 |
) |
|
|
(12,787,985 |
) |
|
|
(237,926 |
) |
|
|
(13,025,911 |
) |
Unrealized net gains on investments |
|
|
928,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
928,179 |
|
|
|
928,179 |
|
|
|
|
|
|
|
928,179 |
|
Realized net gain on investments |
|
|
(45,527 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45,527 |
) |
|
|
(45,527 |
) |
|
|
|
|
|
|
(45,527 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
43,269,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2011 |
|
|
|
|
|
|
44,142,020 |
|
|
$ |
44,142 |
|
|
$ |
120,440,906 |
|
|
$ |
118,262,734 |
|
|
$ |
(34,304,372 |
) |
|
$ |
204,443,410 |
|
|
$ |
3,410,633 |
|
|
$ |
207,854,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
MercadoLibre, Inc.
Condensed Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2011 and 2010 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
Cash flows from operations: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
55,174,909 |
|
|
$ |
40,085,526 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
5,249,168 |
|
|
|
3,594,156 |
|
Accrued interest |
|
|
(4,461,828 |
) |
|
|
(262,088 |
) |
Stock-based compensation expense stock options |
|
|
|
|
|
|
183 |
|
Stock-based compensation expense restricted shares |
|
|
|
|
|
|
37,696 |
|
LTRP accrued compensation |
|
|
2,527,494 |
|
|
|
2,798,656 |
|
Deferred income taxes |
|
|
1,174,177 |
|
|
|
(6,950,762 |
) |
Changes in assets and liabilities, net of the effect of the acquired business : |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(6,290,360 |
) |
|
|
(6,048,287 |
) |
Funds receivable from customers |
|
|
(8,188,181 |
) |
|
|
(877,971 |
) |
Prepaid expenses |
|
|
(276,976 |
) |
|
|
(113,329 |
) |
Other assets |
|
|
(5,228,268 |
) |
|
|
(2,600,348 |
) |
Accounts payable and accrued expenses |
|
|
6,288,050 |
|
|
|
7,856,387 |
|
Funds payable to customers |
|
|
16,052,471 |
|
|
|
7,393,673 |
|
Other liabilities |
|
|
273,016 |
|
|
|
(2,923,832 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
62,293,672 |
|
|
|
41,989,660 |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of investments |
|
|
(297,570,336 |
) |
|
|
(85,338,161 |
) |
Proceeds from sale and maturity of investments |
|
|
268,529,776 |
|
|
|
51,145,297 |
|
Payment for acquired businesses, net of cash acquired |
|
|
(5,468,180 |
) |
|
|
|
|
Purchases of intangible assets |
|
|
(119,262 |
) |
|
|
(12,788 |
) |
Purchases of property and equipment |
|
|
(17,084,397 |
) |
|
|
(10,554,982 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(51,712,399 |
) |
|
|
(44,760,634 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Decrease in loans payable |
|
|
|
|
|
|
(2,898,702 |
) |
Dividends distribution |
|
|
(7,061,847 |
) |
|
|
|
|
Stock options exercised |
|
|
11,175 |
|
|
|
18,199 |
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(7,050,672 |
) |
|
|
(2,880,503 |
) |
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(1,277,650 |
) |
|
|
299,975 |
|
|
|
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
|
|
2,252,951 |
|
|
|
(5,351,502 |
) |
Cash and cash equivalents, beginning of the period |
|
|
56,830,466 |
|
|
|
49,803,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period |
|
$ |
59,083,417 |
|
|
$ |
44,451,900 |
|
|
|
|
|
|
|
|
6
MercadoLibre, Inc.
Condensed Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2011 and 2010 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
45,247 |
|
|
$ |
5,765,634 |
|
Cash paid for income and asset taxes |
|
$ |
22,355,122 |
|
|
$ |
16,603,211 |
|
|
|
|
|
|
|
|
|
|
Acquisition of AutoPlaza.com |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
3,876 |
|
|
$ |
|
|
Tax credits |
|
|
49,951 |
|
|
|
|
|
Non current assets |
|
|
99,522 |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired |
|
|
153,349 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
|
153,349 |
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable Intangible Assets |
|
|
8,966,744 |
|
|
|
|
|
Noncontrolling interest |
|
|
(3,648,037 |
) |
|
|
|
|
Total purchase price |
|
$ |
5,472,056 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents acquired |
|
|
3,876 |
|
|
|
|
|
|
|
|
|
|
|
|
Payment for acquired businesses, net of cash acquired |
|
$ |
5,468,180 |
|
|
|
|
|
|
|
|
|
|
|
|
7
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
1. Nature of Business
MercadoLibre Inc. (the Company) is an e-commerce enabler whose mission is to build the
necessary online and technology tools to allow practically anyone to trade almost anything,
helping to make inefficient markets more efficient in Latin America.
The Company developed a web-based marketplace in which buyers and sellers are brought together
to browse, buy and sell items such as computers, electronics, collectibles, automobiles,
clothing and a host of practical and miscellaneous items. Additionally, the Company introduced
MercadoPago in 2004, an integrated online payments solution. MercadoPago was designed to
facilitate transactions on the MercadoLibre Marketplace by providing an escrow mechanism that
enables users to send and receive payments online.
Since 2004, the Company introduced an online classifieds platform for motor vehicles, vessels
and aircrafts and since 2006 the real state online classifieds platform. In 2006, the Company
launched eShops, a new platform tailored to attract lower rotation items and increase the
breadth of products offered, the introduction of user generated information guides for buyers
that improve the shopping experience, and the expansion of the online classifieds model by
adding the services category.
During 2007 the Company also launched a new and improved version of its MercadoPago payments
platform in Chile and Colombia as well as in Argentina during 2008. The new MercadoPago, in
addition to improving the ease of use and efficiency of payments for marketplace purchases,
also allows for payments outside of the Companys marketplaces. Users are able to transfer
money to other users with MercadoPago accounts and to incorporate MercadoPago as a means of
payments in their independent commerce websites. In this way MercadoPago 3.0 as it has been
called is designed to meet the growing demand for Internet based payments systems in Latin
America. On March 30, 2010, the Company started processing off-MercadoLibre transactions
through its new direct payments product to any site in Brazil which elects to adopt it. On July
16, 2010, the Company launched MercadoPago 3.0 in Brazil for all of its marketplace
transactions. In February 2011, the Company started processing off-platform transactions in
Mexico using its new direct payments product, MercadoPago 3.0, for any site in Mexico that
elects to adopt it, while maintaining the escrow product for on-platform transactions. On April
15, 2011, the Company launched a new and improved version of its MercadoPago payments platform
for all its marketplace transactions in Mexico.
As of September 30, 2011, the Company, through its wholly-owned subsidiaries, operated online
commerce platforms directed towards Argentina, Brazil, Chile, Colombia, Costa Rica, Dominican
Republic, Ecuador, Mexico, Panama, Peru, Portugal, Uruguay and Venezuela, and online payments
solutions directed towards Argentina, Brazil, Mexico, Venezuela, Chile and Colombia. In
addition, the Company operates a real estate classified platform that covers some areas of
Florida, U.S.A.
8
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
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
financial statements are stated in US dollars. All intercompany transactions and balances have
been eliminated.
Substantially all revenues and operating costs are generated in the Companys foreign
operations, amounting to approximately 99.7% and 99.5% of the consolidated totals during the
nine-month periods ended September 30, 2011 and 2010, respectively. Long-lived assets located
in the foreign operations totaled $94,052,845 and $81,834,265 as of September 30, 2011 and
December 31, 2010, respectively. Cash and cash equivalents as well as short and long-term
investments, totaling $167,664,673 and $141,019,513 at September 30, 2011 and December 31,
2010, respectively, are mainly located in the United States of America and Brazil.
These unaudited interim condensed financial statements reflect the Companys consolidated
financial position as of September 30, 2011 and December 31, 2010. These statements also show
the Companys consolidated statement of income for the three- and nine-month periods ended
September 30, 2011 and 2010, its consolidated statement of shareholders equity and its
consolidated statement of cash flows for the nine-month periods ended September 30, 2011 and
2010. These statements include all normal recurring adjustments that management believes are
necessary to fairly state the Companys financial position, operating results and cash flows.
Because all of the disclosures required by generally accepted accounting principles in the
United States of America for annual consolidated financial statements are not included herein,
these interim financial statements should be read in conjunction with the audited financial
statements and the notes thereto for the year ended December 31, 2010, contained in the
Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC)
on February 25, 2011. The condensed consolidated statements of income, equity and cash flows
for the periods presented are not necessarily indicative of results expected for any future
period.
Revenue Recognition
The Company generates revenues for different services provided. When more than one
service is included in one single arrangement with the customer, the Company recognizes
revenue according to multiple element arrangements accounting, distinguishing between each
of the services provided and allocating revenues based on their respective selling prices.
9
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
2. Summary of Significant Accounting Policies (Continued)
Revenue Recognition (Continued)
Revenues are recognized when evidence of an arrangement exists, the fee is fixed or
determinable, no significant obligation remains and collection of the receivable is reasonably
assured.
Services are separately recognized as revenue according to the following criteria described for
each type of services:
Services for intermediation between on-line buyers and sellers, for which the company charges
a percentage on the transaction value (final value fees), are recognized as revenue once the
sale transaction between the buyer and seller is successfully completed (which occurs upon
confirmation of the sale by the seller).
Services for the use of the Companys on-line payments solution, for transactions
off-platform ordered by MercadoPago customers. The Company does not charge a separate fee for
on-platform transactions in certain countries. The fee that we charge for all off-marketplace
platform transactions is recorded as revenue once the transaction is completed, at the time
when the payment is processed by the Company. For on-marketplace platform transactions, we
generate revenue in the countries where we offer the service in a way that implies that the
customer has to pay an additional fee for the right to use the payments solution.
Listing and optional feature services, which fees relate to the right of a seller to have the
item offered listed in a preferential way, as well as classified advertising services, are
recorded as revenue ratably during the listing period. Those fees are charged at the time the
listing is uploaded onto the Companys platform and is not subject to successful sale of the
items listed.
Advertising revenues such as the sale of banners are recognized on accrual basis, and
MercadoClics services or sponsorship of sites are recognized based on per-click values and as
the impressions are delivered.
Credit Cards Receivables
Credit cards receivables from customers mainly relate to the Companys payments solution
and arise due to the time taken to clear transactions through external payment networks or
during a short period of time until those credit cards receivables are sold to financial
institutions.
The company maintains allowances for doubtful accounts for estimated losses that may result
from the inability of its customers to make required payments. Allowances are based upon
several factors including, but not limited to, historical experience and the current condition
of specific customers.
10
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
2. Summary of Significant Accounting Policies (Continued)
Credit Cards Receivables (Continued)
Credit cards receivables are presented net of the related allowance for doubtful accounts and
chargebacks.
As of September 30, 2011, there are no past due credit card receivables.
Foreign Currency Translation
All of the Companys foreign operations have determined the local currency to be their
functional currency, except for Venezuela, as described below. Accordingly, these foreign
subsidiaries translate assets and liabilities from their local currencies to U.S. dollars
using year end exchange rates while income and expense accounts are translated at the average
rates in effect during the year. The resulting translation adjustment is recorded as part of
accumulated other comprehensive income (loss), a component of MercadoLibre equity. Gains and
losses resulting from transactions denominated in non-functional currencies are recognized in
earnings. Net foreign currency transaction results are included in the consolidated statements
of income under the caption Foreign currency gain / (loss) and amounted to $3,284,190 and
$(354,219) for the three-month periods ended September 30, 2011 and 2010, respectively. For
the nine-month periods ended September 30, 2011 and 2010, Foreign currency gain / (loss)
amounted to $2,080,822 and $7,275, respectively
Until September 30, 2009, the Company translated its Venezuelan subsidiaries assets,
liabilities, income and expense accounts at the official rate of 2.15 Bolivares Fuertes
per US dollar.
Starting in the fourth quarter of 2009, as a result of the changes in facts and circumstances
that affected the Companys ability to convert currency for dividends remittances using the
official exchange rate in Venezuela, the Venezuelan subsidiaries assets, liabilities, income
and expense accounts were translated using the parallel exchange rate resulting in the
recognition in that quarter of a currency translation loss adjustment of $16,977,276 recorded
in accumulated other comprehensive income/(loss). The average exchange rate used for
translating the fourth quarter of 2009 results was 5.67 Bolivares Fuertes per US dollar and
the year-end exchange rate used for translating assets and liabilities was 6.05 Bolivares
Fuertes per US dollar.
As of the date of these interim condensed consolidated financial statements the Company did not
buy US dollars at the official rate of 2.15 Bolivares Fuertes per US dollar.
According to US GAAP, we have transitioned our Venezuelan operations to highly inflationary
status as of January 1, 2010 considering the US dollar as the functional currency. See Highly
inflationary status in Venezuela below.
Therefore, no translation effect was accounted for in other comprehensive income since January
1, 2010 related to our Venezuelan operations.
11
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
2. Summary of Significant Accounting Policies (Continued)
Foreign Currency Translation (Continued)
Until May 13, 2010, the only way by which US dollars could be purchased outside the official
currency market was using an indirect mechanism consisting in the purchase and sale of
securities, including national public debt bonds (DPNs) denominated in Bolivares Fuertes and
bonds issued by the government that were denominated in U.S. dollars. This mechanism for
transactions in certain securities created an indirect parallel foreign currency exchange
market in Venezuela that enabled entities to obtain foreign currency through financial brokers
without going through Commission for the Administration of Foreign Exchange
(CADIVI). Although the parallel exchange rate was higher, and accordingly less
beneficial, than the official exchange rate, some entities used the parallel market to
exchange currency because of the delays of CADIVI in approving in a timely manner the exchange
of currency requested by such entities. Until May 13, 2010, our Venezuelan subsidiaries used
this mechanism to buy US dollars and accordingly we used the parallel average exchange rate to
re-measure those foreign currency transactions.
However, on May 14th, 2010, the Venezuelan government enacted reforms to its exchange
regulations and close-down such parallel market by declaring that foreign-currency-denominated
securities issued by Venezuelan entities were included in the definition of foreign currency,
thus making the Venezuelan Central Bank (BCV) the only institution that could legally
authorize the purchase or sale of foreign currency bonds, thereby excluding non-authorized
brokers from the foreign exchange market.
Trading of foreign currencies was re-opened as a regulated market on June 9, 2010 with the
Venezuelan Central Bank as the only institution through which foreign currency-denominated
transactions can be brokered. Under the new system, known as the Foreign Currency Securities
Transactions System (SITME), entities domiciled in Venezuela can buy U.S. dollardenominated
securities only through banks authorized by the BCV to import goods, services or capital
inputs. Additionally, the SITME imposes volume restrictions on an entitys trading activity,
limiting such activity to a maximum equivalent of $50,000 per day, not to exceed $350,000 in a
calendar month. This limitation is non-cumulative, meaning that an entity cannot carry over
unused volume from one month to the next.
As a consequence of this new system, commencing on June 9, 2010, we have transitioned from the
parallel exchange rate to the SITME rate and started re-measuring foreign currency
transactions using the SITME rate published by BCV, which was 5.27 Bolivares Fuertes per
U.S. dollar as of June 9, 2010.
For the period beginning on May 14, 2010 and ending on June 8, 2010 (during which there was no
open foreign currency markets) we applied US GAAP guidelines, which state that if
exchangeability between two currencies is temporarily lacking at the transaction date or
balance sheet date, the first subsequent rate at which exchanges could be made shall be used.
12
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
2. Summary of Significant Accounting Policies (Continued)
Foreign Currency Translation (Continued)
Accordingly, the June 9, 2010 exchange rate published by the Venezuelan Central Bank has been
used to re-measure transactions during the abovementioned period. As of September 30, 2011, the
exchange rate used to re-measure transactions is 5.30 Bolivares Fuertes per U.S. dollar.
The following table sets forth the assets, liabilities and net assets of the Companys
Venezuelan subsidiaries, before intercompany eliminations, as of September 30, 2011 and
December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Venezuelan operations |
|
|
|
|
|
|
|
|
Assets |
|
$ |
24,390,518 |
|
|
$ |
21,928,340 |
|
Liabilities |
|
|
(7,729,510 |
) |
|
|
(8,212,581 |
) |
|
|
|
|
|
|
|
Net Assets |
|
|
16,661,008 |
|
|
|
13,715,759 |
|
|
|
|
|
|
|
|
As of September 30, 2011, net assets of the Venezuelan subsidiaries (before intercompany
eliminations) amount to approximately 8.0% of our consolidated net assets, and cash and
investments of the Venezuelan subsidiaries held in local currency in Venezuela amount to
approximately 5.2% of our consolidated cash and investments.
Although, the current mechanisms available to obtain US dollars for dividends distributions to
shareholders outside Venezuela imply increased restrictions, the Company does not expect that
the current restrictions to purchase dollars have a significant adverse effect on its business
plans with regard to the investment in Venezuela.
Highly inflationary status in Venezuela
During May 2009, the International Practices Task Force discussed the highly inflationary
status of the Venezuelan economy. Historically, the Task Force has used the Consumer Price
Index (CPI) when considering the inflationary status of the Venezuelan economy.
The CPI has existed since 1984. However, the CPI covers only the cities of Caracas and
Maracaibo. Commencing on January 1, 2008, the National Consumer Price Index (NCPI) has been
developed to cover the entire country of Venezuela. Since inflation data is not available to
compute a cumulative three year inflation rate for the entire country solely based on the NCPI,
the Company uses a blended rate using the NCPI and CPI to calculate Venezuelan inflation rate.
13
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
2. Summary of Significant Accounting Policies (Continued)
Foreign Currency Translation (Continued)
The cumulative three year inflation rate as of December 31, 2009 was calculated using the CPI
information for periods before January 1, 2008 and NCPI information for the period after
January 1, 2008. The blended CPI/NCPI three-year inflation index (23 months of NCPI and 13
months of CPI) as of November 30, 2009 exceeded 100%. According to US GAAP, calendar year-end
companies should apply highly inflationary accounting as from January 1, 2010. Therefore, the
Company transitioned its Venezuelan operations to highly inflationary status as of January 1,
2010 considering the US dollar as the functional currency.
Taxes on Revenues
The Companys subsidiaries in Brazil, Argentina, Venezuela and Colombia are subject to certain
taxes on revenues which are classified as cost of revenues. Taxes on revenues totaled
$5,948,244 and $3,893,210 for the three-month periods ended September 30, 2011 and 2010,
respectively. Taxes on revenues totaled $15,698,754 and $10,518,144 for the nine-month periods
ended September 30, 2011 and 2010, respectively.
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 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 Companys deferred tax assets
will not be realized. The Companys income tax expense consists of taxes currently payable, if
any, plus the change during the period in the Companys deferred tax assets and liabilities.
From fiscal year 2008 to fiscal year 2019, the Companys Argentine subsidiary is a beneficiary
of a software development law. Part of the benefits obtained from being a beneficiary of the
aforementioned law is a relief of 60% of total income tax determined in each year, until fiscal
year 2019. Aggregate tax benefit totaled $1,527,295 and $1,250,042 for the three-month periods
ended September 30, 2011 and 2010, respectively. Aggregate tax benefit totaled $4,062,730 and
$3,220,530 for the nine-month periods ended September 30, 2011 and 2010, respectively.
Aggregate per share effect of the Argentine tax holiday amounts to $0.03 and $0.03 for the
three-month periods ended September 30, 2011 and
2010, respectively. Aggregate per share effect of the Argentine tax holiday amounts to $0.09
and $0.07 for the nine-month periods ended September 30, 2011 and 2010, respectively. If
the Company had not been granted the Argentine tax holiday, the Company would have pursued an
alternative tax planning strategy and, therefore, the impact of not having this particular
benefit would not necessarily be the abovementioned dollar and per share effect.
14
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
2. Summary of Significant Accounting Policies (Continued)
Income and Asset Taxes (Continued)
As of September 30, 2011 and December 31, 2010, MercadoLibre, Inc has included in the
non-current deferred tax assets line the foreign tax credits related to the dividend
distributions received from its subsidiaries for a total amount of $3,000,169 and $2,436,224,
respectively. Those foreign tax credits will be used to offset the future domestic income tax
payable.
Use of estimates
The preparation of
condensed
consolidated
financial
statements in
conformity with
generally accepted
accounting
principles 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,
depreciation,
amortization,
impairment and
useful lives of long-lived assets, compensation cost
related to cash and share-based compensation and
restricted shares, recognition of current and
deferred income taxes and contingencies. Actual
results could differ from those estimates.
Comprehensive Income
Comprehensive income is comprised of two components, net income and other comprehensive income
(loss), and defined as all other changes in equity of the Company that result from transactions
other than with shareholders. Other comprehensive income (loss) includes the cumulative
translation adjustment relating to the translation of the financial statements of the Companys
foreign subsidiaries and unrealized gains/(losses) on investments classified as
available-for-sale securities. Total comprehensive income for the three-month periods ended
September 30, 2011 and 2010 amounted to $10,096,602 and $22,447,005, respectively and for the
nine-month periods ended September 30, 2011 and 2010 amounted to $43,031,650 and $41,858,091
respectively.
Recent Accounting Pronouncements
Goodwill Impairment Test
On September 15, 2011, the Financial Accounting Standards Board (FASB) issued an amendment to
the guidance on testing goodwill for impairment. Under the revised guidance, entities testing
goodwill for impairment have the option of performing a qualitative
assessment before calculating the fair value of the reporting unit (i.e., step 1 of the
goodwill impairment test). If entities determine, on the basis of qualitative factors, that the
fair value of the reporting unit is more likely than not less than the
15
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
2. Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements (Continued)
Goodwill Impairment Test (Continued)
carrying amount, the
two-step impairment test would be required. The accounting standard update does not change how goodwill
is calculated or assigned to reporting units, nor does it revise the requirement to test
goodwill annually for impairment. In addition, it does not amend the requirement to test
goodwill for impairment between annual tests if events or circumstances warrant; however, it
does revise the examples of events and circumstances that an entity should consider. The
amendments are effective for annual and interim goodwill impairment tests performed for fiscal
years beginning after December 15, 2011 and early adoption is permitted. The Company expects to
adopt this new guidance for its financial statements related to the fiscal year ending December
31, 2011.
Presentation of Comprehensive Income
On June 16, 2011 the Financial Accounting Standards Board (FASB) issued an amendment to
disclosures about the presentation of the comprehensive income in the financial statements.
The new guidance provides two ways to present the components of the comprehensive income, in
either (a) a continuous statement of comprehensive income, or (b) two separate but consecutive
statements. The amended disclosures about the presentation of
the comprehensive income in the financial statements are effective for fiscal years, and
interim periods within those years, beginning after December 15, 2011. The Company does
not expect to have a significant impact on the presentation of the consolidated financial
statements.
Fair value measurement and disclosure
In May 2011, the FASB issued new accounting guidance that amends some fair value measurement
principles and it expands the ASC 820 existing disclosure requirements for fair value
measurements. The new guidance states that the concepts of highest and best use and valuation
premise are only relevant when measuring the fair value of nonfinancial assets and prohibits
the grouping of financial instruments for purposes of determining their fair values when the
unit of account is specified in other guidance. We will adopt this accounting standard upon its
effective date for periods beginning on or after December 15, 2011, and do not anticipate that
this adoption will have a significant impact on our financial position or results of
operations.
3. Net Income per Share
Basic earnings per share for the Companys common stock is computed by
dividing net income attributable to MercadoLibre, Inc. common stock
for the period by the weighted average number of common shares
outstanding during the period.
16
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
3. Net Income per Share (Continued)
|
|
The Companys restricted shares granted to its outside directors were participating securities.
Accordingly, net income attributable to MercadoLibre, Inc. for the nine-month periods ended
September 30, 2010, was allocated between unvested restricted shares and common stock under the
two class method for purposes of computing basic and diluted earnings per share. |
|
|
Diluted earnings per share for the Companys common stock assume the exercise of
outstanding stock options and vesting restricted shares, additional shares and shares granted
under the 2008 Long Term Retention Plan under the Companys stock based employee compensation
plans. |
|
|
The following table shows how net income attributable to MercadoLibre, Inc. is allocated using
the two-class method, for the three-month periods ended September 30, 2011 and 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
Basic |
|
|
Diluted |
|
|
Basic |
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
26,296,447 |
|
|
$ |
26,296,447 |
|
|
$ |
18,790,963 |
|
|
$ |
18,790,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MercadoLibre, Inc.
corresponding to unvested restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Noncontrolling interests |
|
|
522 |
|
|
|
522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MercadoLibre, Inc.
corresponding to common stock |
|
$ |
26,295,925 |
|
|
$ |
26,295,925 |
|
|
$ |
18,790,963 |
|
|
$ |
18,790,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows how net income attributable to MercadoLibre, Inc. is
allocated using the two-class method, for the nine-month periods ended September 30, 2011 and
2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
Basic |
|
|
Diluted |
|
|
Basic |
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
55,174,909 |
|
|
$ |
55,174,909 |
|
|
$ |
40,085,526 |
|
|
$ |
40,085,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MercadoLibre, Inc.
corresponding to unvested restricted shares |
|
|
|
|
|
|
|
|
|
|
4,474 |
|
|
|
4,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Noncontrolling interests |
|
|
522 |
|
|
|
522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MercadoLibre, Inc.
corresponding to common stock |
|
$ |
55,174,387 |
|
|
$ |
55,174,387 |
|
|
$ |
40,081,052 |
|
|
$ |
40,081,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
3. Net Income per Share (Continued)
|
|
Net income attributable to MercadoLibre, Inc. per share of common stock is as follows for the
three-month periods ended September 30, 2011 and 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
Basic |
|
|
Diluted |
|
|
Basic |
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MercadoLibre, Inc.
per common share |
|
$ |
0.60 |
|
|
$ |
0.60 |
|
|
$ |
0.43 |
|
|
$ |
0.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MercadoLibre, Inc. |
|
$ |
26,295,925 |
|
|
$ |
26,295,925 |
|
|
$ |
18,790,963 |
|
|
$ |
18,790,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of common stock
outstanding for Basic
earnings per share |
|
|
44,141,925 |
|
|
|
44,141,925 |
|
|
|
44,129,762 |
|
|
|
44,129,762 |
|
Adjustment for stock options |
|
|
|
|
|
|
4,513 |
|
|
|
|
|
|
|
12,949 |
|
Adjustment for shares granted under LTRP |
|
|
|
|
|
|
4,780 |
|
|
|
|
|
|
|
8,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average
of common stock outstanding
for Diluted earnings per share |
|
|
44,141,925 |
|
|
|
44,151,218 |
|
|
|
44,129,762 |
|
|
|
44,151,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MercadoLibre, Inc. per share of common stock is as follows for
the nine-month periods ended September 30, 2011 and 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
Basic |
|
|
Diluted |
|
|
Basic |
|
|
Diluted |
|
Net income attributable to MercadoLibre, Inc.
per common share |
|
$ |
1.25 |
|
|
$ |
1.25 |
|
|
$ |
0.91 |
|
|
$ |
0.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to MercadoLibre, Inc. |
|
$ |
55,174,387 |
|
|
$ |
55,174,387 |
|
|
$ |
40,081,052 |
|
|
$ |
40,081,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of common stock outstanding for Basic
earnings per share |
|
|
44,137,176 |
|
|
|
44,137,176 |
|
|
|
44,121,539 |
|
|
|
44,121,539 |
|
Adjustment for stock options |
|
|
|
|
|
|
8,894 |
|
|
|
|
|
|
|
14,821 |
|
Adjustment for shares granted under LTRP |
|
|
|
|
|
|
4,802 |
|
|
|
|
|
|
|
8,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average of common stock outstanding
for Diluted earnings per share |
|
|
44,137,176 |
|
|
|
44,150,872 |
|
|
|
44,121,539 |
|
|
|
44,144,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The calculation of diluted net income per share excludes all anti-dilutive shares. For the
three- and nine-month periods ended September 30, 2011 and 2010, there were no anti-dilutive shares. |
18
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
4. Business Combinations, Goodwill and Intangible Assets
|
|
Business Combinations |
|
|
|
On September 14, 2011, the Company completed, through one of its subsidiaries, Meli
Participaciones S.L. (ETVE or the Buyer), the acquisition of the 60% of outstanding
membership interest of Autopark LLC, a limited liability company organized under the laws of
Delaware, from Hasteny Trading S.A. (Hastenyor the Seller), a parent company organized
under the laws of Uruguay, who owned all the shares of the capital stock of Autopark LLC. |
|
|
Autopark LLC owns directly and indirectly the 100% of the membership interest of AP
Clasificados S.R.L. de C.V. (AP Clasificados), a company organized under the laws of Mexico.
AP Clasificados operates an online classified advertisements platform in Mexico primarily
dedicated to the sale of automobiles at www.autoplaza.com.mx and real estate at
www.homeshop.com.mx (the Acquired Business). |
|
|
The aggregate purchase price paid by the Company to the Seller for the 60% of the Acquired
Business was $5,472,056. In addition, the Company incurred in certain direct costs of the
business combination which were expensed as incurred. |
|
|
On September 12, 2011 (the settlement date), part of the purchase price amounting to
$1,500,000, was placed into an escrow account, in order to cover unexpected liabilities and
working capital. On September 12, 2012 and 2013, 50% of the escrow amount less the amount of
all claims made by the Buyer, if any, will be released, respectively. |
|
|
In addition, ETVE has the right and option (but not the obligation) to purchase the remaining
40% of the membership interest of Autopark LLC following the earlier to occur of (i) third
anniversary of the settlement date, or (ii) additional capital contribution be required to
capitalize Autopark LLC by their own members decision and Hasteny does not make such
additional capital contribution within ten (10) days of such members consent. The total
consideration to be paid shall be the greater of (i) $4,000,000 and (ii) the amount resulting
from multiplying (A) the percentage of the membership interest held by Hasteny as of the date
of the Call Notice by (B) an amount equal to 3.5 times the amount of invoiced sales of the
Acquired Business for the twelve months period ending on the date of Call Notice. |
|
|
On the other hand, Hasteny has the right and option (but not the obligation) to sell and
transfer, all of the Hasteny interest in Autopark LLC, to ETVE and ETVE has the obligation to
buy following the earlier to occur (i) the third anniversary of the effective date, (ii) the
termination of the employment of the main operating officer of the acquired company, or (iii)
death or incapacitation of the main operating officer of the acquired company. The total
consideration to be paid by ETVE for the Hasteny Interests shall be the same as described in
the preceding paragraph. |
|
|
The Seller and its affiliates have also agreed to enter into certain non-compete agreements
with the Company for 5 years since September 12, 2011. |
19
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
4. Business Combinations, Goodwill and Intangible Assets (Continued)
|
|
Business Combinations (Continued) |
|
|
The Companys statement of income includes the results of operations of the Acquired Businesses
from September 15, 2011. |
|
|
The following table summarizes the preliminary allocation of the cash paid in the acquisition: |
|
|
|
|
|
Net Tangible Assets |
|
$ |
153,349 |
|
Identifiable Intangible Assets |
|
|
3,290,998 |
|
Deferred Tax Liabilities |
|
|
(987,299 |
) |
Goodwill |
|
|
6,663,045 |
|
Noncontrolling interest |
|
|
(3,648,037 |
) |
|
|
|
|
Aggregate Purchase Price |
|
$ |
5,472,056 |
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired were valued
at their respective fair values at the acquisition
date according to U.S. GAAP. The valuation of identifiable
intangible assets acquired as well as non-controlling interest reflects
managements estimates based on, among other factors, use of established
valuation methods. The identifiable intangible assets consist of trademarks and
domains, customer lists and non-compete agreements. Management of the
Company estimates that
trademarks have an
indefinite useful
life, for that reason,
these intangible
assets are not
amortized but they are
subject to an annual
impairment test.
Intangible assets
associated with
customer list and
non-compete agreements
are amortized over a
five year period. |
|
|
The Company recognized a goodwill because the acquired business is expected to expand the
companys business in Mexico and to strengthen the Company`s leadership position in that
country. |
|
|
Goodwill is not expected to be deductible for tax purposes. |
|
|
The purchase price allocation, as fully described above, is preliminary. |
|
|
The results of operations for periods prior to the acquisition, individually and in the
aggregate, were not material to the condensed consolidated statements of operations of the
Company and, accordingly, pro forma results of operations have not been presented. |
20
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
4. |
|
Business Combinations, Goodwill and Intangible Assets (Continued) |
|
|
Goodwill and Intangible Assets |
|
|
The composition of goodwill and intangible assets is as follows: |
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Goodwill |
|
$ |
62,861,760 |
|
|
$ |
60,496,314 |
|
|
|
|
|
|
|
|
|
|
Intangible assets with
indefinite lives |
|
|
|
|
|
|
|
|
- Trademarks |
|
|
5,106,747 |
|
|
|
2,460,952 |
|
Amortizable intangible assets |
|
|
|
|
|
|
|
|
- Licenses and others |
|
|
2,671,058 |
|
|
|
2,606,402 |
|
- Non-compete agreement |
|
|
1,288,216 |
|
|
|
1,241,357 |
|
- Customer list |
|
|
1,765,069 |
|
|
|
1,607,097 |
|
|
|
|
|
|
|
|
Total intangible assets |
|
$ |
10,831,090 |
|
|
$ |
7,915,808 |
|
Accumulated amortization |
|
|
(4,120,965 |
) |
|
|
(3,774,641 |
) |
|
|
|
|
|
|
|
Total intangible assets, net |
|
$ |
6,710,125 |
|
|
$ |
4,141,167 |
|
|
|
|
|
|
|
|
Goodwill
|
|
The changes in the carrying amount of goodwill for the nine-month period ended September 30,
2011 and the year ended December 31, 2010, are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2011 |
|
|
|
Brazil |
|
|
Argentina |
|
|
Chile |
|
|
Mexico |
|
|
Venezuela |
|
|
Colombia |
|
|
Other Countries |
|
|
Total |
|
Balance, beginning of year |
|
$ |
13,130,649 |
|
|
$ |
23,364,326 |
|
|
$ |
7,296,888 |
|
|
$ |
5,025,623 |
|
|
$ |
4,846,030 |
|
|
$ |
5,448,068 |
|
|
$ |
1,384,730 |
|
|
$ |
60,496,314 |
|
- Purchase of Autoplaza.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,663,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,663,045 |
|
- Effect of exchange rates changes |
|
|
(1,332,609 |
) |
|
|
(1,272,397 |
) |
|
|
(751,701 |
) |
|
|
(951,712 |
) |
|
|
|
|
|
|
(3,186 |
) |
|
|
14,006 |
|
|
|
(4,297,599 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of the period |
|
$ |
11,798,040 |
|
|
$ |
22,091,929 |
|
|
$ |
6,545,187 |
|
|
$ |
10,736,956 |
|
|
$ |
4,846,030 |
|
|
$ |
5,444,882 |
|
|
$ |
1,398,736 |
|
|
$ |
62,861,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010 |
|
|
|
Brazil |
|
|
Argentina |
|
|
Chile |
|
|
Mexico |
|
|
Venezuela |
|
|
Colombia |
|
|
Other Countries |
|
|
Total |
|
Balance, beginning
of year |
|
$ |
12,565,062 |
|
|
$ |
24,446,463 |
|
|
$ |
6,734,405 |
|
|
$ |
4,770,560 |
|
|
$ |
4,846,030 |
|
|
$ |
5,100,939 |
|
|
$ |
1,359,287 |
|
|
$ |
59,822,746 |
|
- Effect of
exchange rates
changes |
|
|
565,587 |
|
|
|
(1,082,137 |
) |
|
|
562,483 |
|
|
|
255,063 |
|
|
|
|
|
|
|
347,129 |
|
|
|
25,443 |
|
|
|
673,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of
the year |
|
$ |
13,130,649 |
|
|
$ |
23,364,326 |
|
|
$ |
7,296,888 |
|
|
$ |
5,025,623 |
|
|
$ |
4,846,030 |
|
|
$ |
5,448,068 |
|
|
$ |
1,384,730 |
|
|
$ |
60,496,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizable intangible assets |
|
|
Amortizable intangible assets are comprised of customer lists and user base, trademarks and
trade names, non-compete agreements, acquired software licenses and other acquired intangible
assets including developed technologies. Aggregate amortization expense for intangible assets
totaled $252,293 and $236,637 for the three-month periods ended September 30, 2011 and 2010,
respectively. Aggregate amortization expense for intangible assets totaled $730,815 and $616,984 for the nine-month periods ended September 30, 2011 and
2010, respectively. |
21
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
4. |
|
Business Combinations, Goodwill and Intangible Assets (Continued) |
|
|
Goodwill and Intangible Assets |
|
|
Expected future intangible asset amortization from acquisitions completed as of September 30,
2011 is as follows: |
|
|
|
|
|
For year ended 12/31/2011 |
|
$ |
211,694 |
|
For year ended 12/31/2012 |
|
|
698,693 |
|
For year ended 12/31/2013 |
|
|
430,549 |
|
For year ended 12/31/2014 |
|
|
112,035 |
|
For year ended 12/31/2015 |
|
|
85,947 |
|
Thereafter |
|
|
64,460 |
|
|
|
|
|
|
|
$ |
1,603,378 |
|
|
|
|
|
5. Segments
|
|
Reporting segments are based upon the Companys internal organizational structure, the manner
in which the Companys operations are managed, the criteria used by management to evaluate the
Companys 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 Companys performance defined by the management. |
|
|
The MercadoLibre segments include Brazil, Argentina, Mexico, Venezuela and other countries
(such as Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Panama, Peru, Portugal and
Uruguay). |
|
|
Direct contribution consists of net revenues from external customers less direct costs. Direct
costs include specific costs of net revenues, 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, headcount compensation, third party fees. All corporate related costs have been
excluded from the Companys 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. |
22
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
|
|
The following tables summarize the financial performance of the Companys reporting segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2011 |
|
|
|
Brazil |
|
|
Argentina |
|
|
Mexico |
|
|
Venezuela |
|
|
Other Countries |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
46,003,915 |
|
|
$ |
15,828,272 |
|
|
$ |
5,608,572 |
|
|
$ |
9,045,783 |
|
|
$ |
5,141,602 |
|
|
$ |
81,628,144 |
|
Direct costs |
|
|
(25,709,957 |
) |
|
|
(6,264,769 |
) |
|
|
(3,183,432 |
) |
|
|
(3,180,061 |
) |
|
|
(2,636,836 |
) |
|
|
(40,975,055 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct contribution |
|
|
20,293,958 |
|
|
|
9,563,503 |
|
|
|
2,425,140 |
|
|
|
5,865,722 |
|
|
|
2,504,766 |
|
|
|
40,653,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses and
indirect costs of net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,689,366 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,963,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and other financial gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,913,596 |
|
Interest expense and other financial results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,052,865 |
) |
Foreign currency gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,284,190 |
|
Other losses, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,292 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income / asset tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
35,101,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2010 |
|
|
|
Brazil |
|
|
Argentina |
|
|
Mexico |
|
|
Venezuela |
|
|
Other Countries |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
31,077,654 |
|
|
$ |
10,802,682 |
|
|
$ |
4,722,635 |
|
|
$ |
5,762,290 |
|
|
$ |
3,586,117 |
|
|
$ |
55,951,378 |
|
Direct costs |
|
|
(19,235,066 |
) |
|
|
(5,353,452 |
) |
|
|
(2,914,273 |
) |
|
|
(2,653,357 |
) |
|
|
(2,230,064 |
) |
|
|
(32,386,212 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct contribution |
|
|
11,842,588 |
|
|
|
5,449,230 |
|
|
|
1,808,362 |
|
|
|
3,108,933 |
|
|
|
1,356,053 |
|
|
|
23,565,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses and
indirect costs of net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,254,460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,310,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and other financial gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,361,899 |
|
Interest expense and other financial results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(567,969 |
) |
Foreign currency loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(354,219 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income / asset tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,750,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2011 |
|
|
|
Brazil |
|
|
Argentina |
|
|
Mexico |
|
|
Venezuela |
|
|
Other Countries |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
120,659,242 |
|
|
$ |
38,800,077 |
|
|
$ |
16,212,999 |
|
|
$ |
23,051,176 |
|
|
$ |
13,742,478 |
|
|
$ |
212,465,972 |
|
Direct costs |
|
|
(69,712,512 |
) |
|
|
(15,845,674 |
) |
|
|
(8,881,811 |
) |
|
|
(9,096,997 |
) |
|
|
(7,230,721 |
) |
|
|
(110,767,715 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct contribution |
|
|
50,946,730 |
|
|
|
22,954,403 |
|
|
|
7,331,188 |
|
|
|
13,954,179 |
|
|
|
6,511,757 |
|
|
|
101,698,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses and indirect costs of net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,891,982 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,806,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and other financial gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,037,264 |
|
Interest expense and other financial results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,562,633 |
) |
Foreign currency gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,080,822 |
|
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
253,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income / asset tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
77,614,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
5. Segments (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2010 |
|
|
|
Brazil |
|
|
Argentina |
|
|
Mexico |
|
|
Venezuela |
|
|
Other Countries |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues |
|
$ |
88,210,536 |
|
|
$ |
28,609,190 |
|
|
$ |
13,861,921 |
|
|
$ |
13,705,926 |
|
|
$ |
10,011,910 |
|
|
$ |
154,399,483 |
|
Direct costs |
|
|
(50,090,123 |
) |
|
|
(13,985,689 |
) |
|
|
(8,544,912 |
) |
|
|
(6,759,831 |
) |
|
|
(5,694,502 |
) |
|
$ |
(85,075,057 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct contribution |
|
|
38,120,413 |
|
|
|
14,623,501 |
|
|
|
5,317,009 |
|
|
|
6,946,095 |
|
|
|
4,317,408 |
|
|
|
69,324,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses and indirect costs of net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,694,887 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,629,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and other financial gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,073,427 |
|
Interest expense and other financial results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,919,307 |
) |
Foreign currency gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income / asset tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
49,790,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the allocation of the long-lived tangible assets based on
geography: |
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
US long-lived tangible assets |
|
$ |
6,871,005 |
|
|
$ |
3,617,420 |
|
|
|
|
|
|
|
|
Other countries long-lived tangible assets |
|
|
|
|
|
|
|
|
Argentina |
|
|
14,147,946 |
|
|
|
13,580,175 |
|
Brazil |
|
|
2,637,183 |
|
|
|
3,264,625 |
|
Mexico |
|
|
456,358 |
|
|
|
68,878 |
|
Venezuela (*) |
|
|
6,823,256 |
|
|
|
206,815 |
|
Other countries |
|
|
416,218 |
|
|
|
79,799 |
|
|
|
|
|
|
|
|
|
|
$ |
24,480,961 |
|
|
$ |
17,200,292 |
|
|
|
|
|
|
|
|
Total long-lived tangible assets |
|
$ |
31,351,966 |
|
|
$ |
20,817,712 |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
On June 2, 2011, the Companys Venezuelan subsidiary acquired an office property of
992 square meters in a building located in Caracas, Venezuela. The purchase price of $6.6 million was paid in
cash. |
24
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
5. Segments (Continued)
|
|
The following table summarizes the allocation of the goodwill and intangible assets based on
geography: |
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
US intangible assets |
|
$ |
|
|
|
$ |
3,507 |
|
|
|
|
|
|
|
|
|
|
Other countries goodwill and intangible assets |
|
|
|
|
|
|
|
|
Argentina |
|
|
23,044,009 |
|
|
|
24,825,718 |
|
Brazil |
|
|
11,813,433 |
|
|
|
13,137,658 |
|
Mexico |
|
|
13,898,219 |
|
|
|
5,043,335 |
|
Venezuela |
|
|
6,595,409 |
|
|
|
6,595,866 |
|
Other countries |
|
|
14,220,815 |
|
|
|
15,031,397 |
|
|
|
|
|
|
|
|
|
|
$ |
69,571,885 |
|
|
$ |
64,633,974 |
|
|
|
|
|
|
|
|
Total goodwill and intangible assets |
|
$ |
69,571,885 |
|
|
$ |
64,637,481 |
|
|
|
|
|
|
|
|
6. Fair Value Measurement of Assets and Liabilities
|
|
The following table summarizes the Companys financial assets and liabilities measured at fair
value on a recurring basis as of September 30, 2011 and December 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
Quoted Prices in |
|
|
|
Balances as of |
|
|
active markets for |
|
|
Balances as of |
|
|
active markets for |
|
|
|
September 30, |
|
|
identical Assets |
|
|
December 31, |
|
|
identical Assets |
|
Description |
|
2011 |
|
|
(Level 1) |
|
|
2010 |
|
|
(Level 1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds |
|
$ |
14,533,599 |
|
|
$ |
14,533,599 |
|
|
$ |
14,578,477 |
|
|
$ |
14,578,477 |
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset backed securities |
|
|
17,762,521 |
|
|
|
17,762,521 |
|
|
|
14,319,103 |
|
|
|
14,319,103 |
|
|
|
|
|
|
|
|
|
|
Sovereign Debt Securities |
|
|
10,635,822 |
|
|
|
10,635,822 |
|
|
|
13,147,239 |
|
|
|
13,147,239 |
|
|
|
|
|
|
|
|
|
|
Corporate Debt Securities |
|
|
14,720,669 |
|
|
|
14,720,669 |
|
|
|
11,381,761 |
|
|
|
11,381,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial Assets |
|
$ |
57,652,611 |
|
|
$ |
57,652,611 |
|
|
$ |
53,426,580 |
|
|
$ |
53,426,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys financial assets are valued using market prices on active markets (level 1).
Level 1 instrument valuations are obtained from real-time quotes for transactions in active
exchange markets involving identical assets. As of September 30, 2011 and December 31, 2010,
the Company did not have any assets obtained from readily-available pricing sources for comparable instruments (level 2) or without observable market values that would require a
high level of judgment to determine fair value (level 3). |
25
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
6. Fair Value Measurement of Assets and Liabilities (Continued)
|
|
The unrealized net gains on short term and long term investments are reported as a component of
accumulated other comprehensive income. The Company does not anticipate any significant
realized losses associated with those investments in excess of the Companys historical cost. |
|
|
In addition, as of September 30, 2011, the Company had $65,462,243 of short-term investments,
which consisted of time deposits maintained as held to maturity investments. As of December 31, 2010, the Company had $45,340,944 of short-term and long-term investments,
which consisted of time deposits considered held to maturity securities. Those investments are
accounted for at amortized cost which, as of September 30, 2011 and December 31, 2010,
approximates their fair values. |
|
|
As of September 30, 2011 and December 31, 2010, the carrying value of the Companys cash and
cash equivalents approximated their fair value which was held primarily in money markets funds and bank deposits. In addition, the carrying value of accounts receivables, funds
receivables from customers, other receivables, other assets, accounts payables, social security
payables, taxes payables, loans and provisions and other liabilities approximates their fair
values because of its short term maturity. |
|
|
For the three- and nine-month periods ended September 30, 2011 and 2010, the Company held no
direct investments in auction rate securities, collateralized debt obligations, structured
investment vehicles. As of September 30, 2011 and December 31, 2010, the Company does not have
any non-financial assets or liabilities measured at fair value. |
|
|
As of September 30, 2011 and December 31, 2010, the fair value of short and long-term
investments classified as available for sale securities are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2011 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Gross Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses (1) |
|
|
Value |
|
Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sovereign Debt Securities |
|
$ |
1,733,173 |
|
|
$ |
3,035 |
|
|
$ |
|
|
|
$ |
1,736,208 |
|
Corporate Debt Securities |
|
|
384,983 |
|
|
|
|
|
|
|
(4,940 |
) |
|
|
380,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-term investments |
|
$ |
2,118,156 |
|
|
$ |
3,035 |
|
|
$ |
(4,940 |
) |
|
$ |
2,116,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sovereign Debt Securities |
|
$ |
8,269,512 |
|
|
$ |
630,102 |
|
|
$ |
|
|
|
$ |
8,899,614 |
|
Corporate Debt Securities |
|
|
14,312,659 |
|
|
|
172,068 |
|
|
|
(144,099 |
) |
|
|
14,340,628 |
|
Asset Backed Securities (2) |
|
|
17,022,343 |
|
|
|
754,516 |
|
|
|
(14,339 |
) |
|
|
17,762,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-term investments |
|
$ |
39,604,514 |
|
|
$ |
1,556,686 |
|
|
$ |
(158,438 |
) |
|
$ |
41,002,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
41,722,670 |
|
|
$ |
1,559,721 |
|
|
$ |
(163,378 |
) |
|
$ |
43,119,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
6. Fair Value Measurement of Assets and Liabilities (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
Gross Amortized |
|
|
Unrealized |
|
|
Gross Unrealized |
|
|
Estimated Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses (1) |
|
|
Value |
|
Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Debt Securities |
|
$ |
398,752 |
|
|
$ |
26 |
|
|
$ |
(773 |
) |
|
$ |
398,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term investments |
|
$ |
398,752 |
|
|
$ |
26 |
|
|
$ |
(773 |
) |
|
$ |
398,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sovereign Debt Securities |
|
$ |
13,282,207 |
|
|
$ |
98,958 |
|
|
$ |
(233,926 |
) |
|
$ |
13,147,239 |
|
Corporate Debt Securities |
|
|
10,987,910 |
|
|
|
110,521 |
|
|
|
(114,675 |
) |
|
|
10,983,756 |
|
Asset Backed Securities |
|
|
14,107,501 |
|
|
|
439,239 |
|
|
|
(227,637 |
) |
|
|
14,319,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term investments |
|
$ |
38,377,618 |
|
|
$ |
648,718 |
|
|
$ |
(576,238 |
) |
|
$ |
38,450,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
38,776,370 |
|
|
$ |
648,744 |
|
|
$ |
(577,011 |
) |
|
$ |
38,848,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Unrealized losses from securities are primarily attributable to market price movements.
Management does not believe any remaining unrealized losses represent other-than-temporary
impairments based on our evaluation of available evidence including the credit rating of
the investments, as of September 30, 2011 and December 31, 2010. |
|
(2) |
|
Asset backed securities have investment grade credit ratings. These investments are
collateralized by real estate and they are guaranteed by the U.S. Federal Government. |
|
|
As of September 30, 2011, the estimated fair values of short-term and long-term
investments classified by its contractual maturities are as follows: |
|
|
|
|
|
One year or less |
|
$ |
2,116,252 |
|
One year to two years |
|
|
5,452,507 |
|
Two years to three years |
|
|
3,228,204 |
|
Three years to four years |
|
|
3,812,512 |
|
Four years to five years |
|
|
1,781,791 |
|
More than five years |
|
|
26,727,747 |
|
|
|
|
|
Total |
|
$ |
43,119,013 |
|
|
|
|
|
7. Compensation Plan for Outside Directors
|
|
The Company compensated its outside directors through the payment of cash fees and, from time
to time, through the issuance of equity awards. |
|
|
On June 10, 2009, the Company issued an aggregate of 2,305 shares of common stock and 8,350
restricted shares of common stock (the Restricted Shares) to our outside directors. The
Restricted Shares vested in full in June 2010. Restricted Shares awarded to employees and
directors are measured at their fair market value using the grant-date price of the Companys
shares. For the three- and nine-month periods ended September 30, 2010, the Company recognized
nil and $37,696, respectively, of compensation expense related to these awards, which are
included in operating expenses in the accompanying condensed consolidated statement of income. |
27
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
7. Compensation Plan for Outside Directors (Continued)
|
|
The total accrued compensation cost for the three-month periods ended September 30, 2011 and
2010 in cash and equity awards amounts to $105,112 and $132,718 , respectively which were
included in operating expenses. For the nine-month periods ended September 30, 2011 and 2010,
the Company recognized $428,402 and $279,947 respectively, which amounts are included in
operating expenses in the accompanying condensed consolidated statement of income. |
8. Commitments and Contingencies
|
|
Litigation and Other Legal Matters |
|
|
The Company is subject to certain contingent liabilities with respect to existing or potential
claims, lawsuits and other proceedings. The Company accrues liabilities when it considers
probable that future costs will be incurred and such costs can be reasonably estimated. The
proceeding-related reserve is based on developments to date and historical information related
to actions filed against the Company. As of September 30, 2011, the Company had established
reserves for proceeding-related contingencies of $1,738,721 to cover legal actions against the
Company. In addition, as of September 30, 2011 the Company and its subsidiaries are subject to
certain legal actions considered by the Companys management and its legal counsels to be
reasonably possible for an aggregate amount up to $2,660,672. |
|
|
No loss amount has been accrued for such possible legal actions of which most significant
(individually or in the aggregate) are described below. |
|
|
As of September 30, 2011, 343 legal actions were pending in the Brazilian ordinary courts, 8 of
which were related to alleged intellectual property infringement. In addition, as of September
30, 2011, there were 1,759 cases still pending in Brazilian consumer courts. Filing and
pursuing of an action before Brazilian consumer courts do not require the assistance of a
lawyer. In most of the cases filed against the Company, the plaintiffs asserted that the
Company was responsible for fraud committed against them, or responsible for damages suffered
when purchasing an item on the Companys website, when using MercadoPago, or when the Company
invoiced them. |
|
|
On March 17, 2006, Vintage Denim Ltda., or Vintage, sued the Companys Brazilian subsidiaries
MercadoLivre.com Atividades de Internet Ltda. and eBazar.com.br Ltda. in the 29th Civil Court
of the County of São Paulo, State of São Paulo, Brazil. Vintage requested a preliminary
injunction alleging that these subsidiaries were infringing Diesel trademarks and their right
of exclusive distribution as a result of sellers listing allegedly counterfeit and original
imported Diesel branded clothing through the Brazilian page of the Companys website, based on
Brazilian Industrial Property Law (Law 9,279/96). Vintage sought an order enjoining the sale of
Diesel-branded clothing on the Companys platform. A preliminary injunction was granted on
April 11, 2006 to prohibit the offer of Diesel-branded products, and a fine for non-compliance
was imposed in the approximate amount of $5,300
|
28
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
8. Commitments and Contingencies (Continued)
|
|
Litigation and Other Legal Matters (Continued) |
|
|
per defendant per day of non-compliance. The
Company appealed that fine and obtained its suspension in 2006. Because the appeal of the preliminary injunction failed, in March of 2007,
Vintage presented petitions alleging the Companys non-compliance with the preliminary
injunction granted to Vintage and requested a fine of approximately $3.3 million against the
Companys subsidiaries, which represents approximately $5,300 per defendant per day of alleged
non-compliance since April 2006. In July 2007, the judge ordered the payment of the fine
mandated in the preliminary injunction, without specifying the amount. In September 2007, the
judge decided that (i) the Brazilian subsidiaries were not responsible for alleged infringement
of intellectual property rights by its users; and that (ii) the plaintiffs did not prove the
alleged infringement of its intellectual property rights. However, the decision maintained the
injunction until such ruling is non-appealable. The plaintiff appealed the judges ruling
regarding the subsidiarys non-responsibility and the Company appealed the decision that
maintained the preliminary injunction. On July 26, 2011 the State Court of Appeals of the State
of São Paulo confirmed the judges ruling regarding our subsidiarys non-responsibility. The
decision on the appeal regarding the decision that maintained the preliminary injunction is
still pending. In the opinion of the Companys legal counsel, as of
September 30, 2011, the amount of $215,703 was not reserved since it was considered reasonably
possible but not probable. |
|
|
State of São Paulo Fraud Claim |
|
|
On June 12, 2007, a state prosecutor of the State of São Paulo, Brazil presented a claim
against the Brazilian subsidiary. The state prosecutor alleges that the Brazilian subsidiary
should be held liable for any fraud committed by sellers on the Brazilian version of the
Companys website, or responsible for damages suffered by buyers when purchasing an item on the
Brazilian version of the MercadoLibre website. On June 26, 2009, the Lower Court Judge ruled in
favor of the State of São Paulo prosecutor, declaring that the Brazilian subsidiary shall be
held joint and severally liable for fraud committed by sellers and damages suffered by buyers
when using the website, and ordering the Brazilian subsidiary to remove from the Terms of
Service of the Brazilian website any provision limiting the Companys responsibility, with a
penalty of approximately $2,500 per day of non-compliance. On June 29, 2009 the Company
presented a recourse to the lower court, which was not granted. On September 29, 2009 the
Company presented an appeal and requested to suspend the effects of the ruling issued by the
lower court until the appeal is decided by State Court of Appeals, which request was granted on
December 1, 2009. The decision on the appeal is still pending. In the opinion of the Companys
management and its legal counsel the risk of loss is reasonably possible. |
29
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
8. Commitments and Contingencies (Continued)
|
|
City of São Paulo Tax Claim |
|
|
In 2007 São Paulo tax authorities have asserted taxes and fines against our Brazilian
subsidiary relating to the period from 2005 to 2007 in an approximate amount of $5.9 million
according to the exchange rate at that moment. In 2007 the Company presented administrative defenses against the authorities claim and the tax authorities ruled against
the Brazilian subsidiary. In 2009 the Company presented an appeal to the Conselho Municipal de
Tributos or São Paulo Municipal Council of Taxes which reduced the fine. On February 11, 2011,
the Company appealed this decision to the Câmaras Reunidas do Egrégio Conselho Municipal de
Tributos or Superior Chamber of the São Paulo Municipal Council of Taxes which maintained the
reduction of the Infraction. As of the date of these financial statements, the total amount of
the claim is approximately $5.1 million including surcharges and interest. With this decision
the administrative stage is finished. On August 15, 2011, the Company made a deposit in court
of approximately R$9.5 million or $5.1 million, according to the exchange rate at September 30,
2011, and filed a lawsuit in 8th Public Treasury Court of the County of São Paulo,
State of São Paulo, Brazil order to contest the taxes and fines asserted by the Tax
Authorities. The Companys management and its legal advisors believe that the risk of loss is
remote, and as a result, it has not reserved any provisions for this claim. |
|
|
Brazilian Federal Tax Claims |
|
|
On September 2, 2011, the Brazilian Federal tax authority has asserted taxes and fines against
our Brazilian subsidiary relating to the Income Tax for the 2006 period in an approximate
amount of R$5.1 million or $2.8 million, according to the exchange rate at September 30, 2011.
On September 30, 2011 the Company presented administrative defenses against the tax
authorities claim. The Company ´s management and its legal advisors believe that the risk of
loss is remote, and as a result, the Company has not reserved any provisions for this claim. |
|
|
State of São Paulo Customer Service Level Claim |
|
|
On September 1, 2010, a state prosecutor of the State of São Paulo, Brazil presented a claim
against the Companys Brazilian subsidiary. The state prosecutor alleges that the Brazilian
subsidiary should improve its customer service level and provide (among other things) a
telephone number for customer support. On November 17, 2010, the Judge of the first instance
court granted an injunction against the Brazilian subsidiary imposing the obligation to provide
customer service over telephone means within 60 days with a penalty of approximately $65,000
per day of non-compliance. On April 08, 2011, the Company was summoned of the lawsuit and the
injunction. On April 14, 2011, the Company presented recourse to the lower court; even though,
the injunction was not lifted, an extension of 30 days was granted, and the non-compliance fine
would start running as of July 11, 2011. On April 20, 2011 the Company presented an appeal and
requested to suspend the effects of the injunction issued by the lower court until the appeal
is decided by State Court of Appeals which was granted on May 4, 2011. In the opinion of the
Companys management and its legal counsel the risk associated with this claim has considered
as reasonably possible and therefore an amount of approximately $500,000 was reserved. |
30
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
8. Commitments and Contingencies (Continued)
|
|
State of Rio de Janeiro Fraud Claim |
|
|
On April 15, 2011, a state prosecutor of the State of Rio de Janeiro, Brazil presented a claim
against the Brazilian subsidiary. The state prosecutor requests several clauses of the Terms of
Service of the Website shall be considered null and void. The prosecutor alleged that the
Brazilian subsidiary should be held liable for any fraud committed by sellers on the Brazilian
version of the Companys website, or responsible for damages suffered by buyers when purchasing
an item on the Brazilian version of the MercadoLibre website. On August 30, 2011 the case filed
by a state prosecutor of the State of Rio de Janeiro, Brazil against our Brazilian subsidiary
was settled with no financial or legal liability for the Company. By the settlement, the
Brazilian subsidiary agreed to modify some clauses of the General Terms and Conditions of Use
from the Brazilian website. The settlement was homologated on September 15, 2011. |
|
|
Other third parties have from time to time claimed, and others may claim in the future, that
the Company was responsible for fraud committed against them, or that the Company has infringed
their intellectual property rights. The underlying laws with respect to the potential liability
of online intermediaries like the Company are unclear in the jurisdictions where the Company
operates. Management believes that additional lawsuits alleging that the Company has violated
copyright or trademark laws will be filed against the Company in the future. |
|
|
Intellectual property and regulatory claims, whether meritorious or not, are time consuming and
costly to resolve, require significant amounts of management time, could require expensive
changes in the Companys methods of doing business, or could require the Company to enter into
costly royalty or licensing agreements. The Company may be subject to patent disputes, and be
subject to patent infringement claims as the Companys services expand in scope and complexity.
In particular, the Company may face additional patent infringement claims involving various
aspects of the Payments businesses. |
|
|
From time to time, the Company is involved in other disputes or regulatory inquiries that arise
in the ordinary course of business. The number and significance of these disputes and inquiries
are increasing as the Companys business expands and the Company grows larger. |
31
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
9. Long Term Retention Plan
|
|
On August 8, 2008, the Board of Directors approved an employee retention program that will be
payable 50% in cash and 50% in shares, in addition to the annual salary and bonus of certain
executives. Payments will be made in the first quarter on annual basis according to the
following vesting schedule: |
|
|
|
Year 1 (2008): 17% |
|
|
|
|
Year 2 (2009): 22% |
|
|
|
|
Year 3 (2010): 27% |
|
|
|
|
Year 4 (2011): 34% |
|
|
The shares granted for the 2008 LTRP were valued at the grant-date fair market value PF $36.8
per share. As of September 30, 2011, the Company paid the 66% related to the years one to three
of the 2008 LTRP. |
|
|
For the three-month period ended September 30, 2011, the related accrued compensation was
$28,034 corresponding $11,127 to the share portion of the award credited to Additional Paid-in
Capital and $16,907 to the cash portion included in the Balance Sheet as Payroll and social
security payable. For the nine-month period ended September 30, 2011, the related accrued
compensation expense was $70,417 corresponding $38,120 to the share portion of the award
credited to Additional Paid-in Capital and $32,297 to the cash portion included in the Balance
Sheet as Payroll and social security payable. |
|
|
For the three-month period ended September 30, 2010, the related accrued compensation expense
was $46,523 corresponding $14,504 to the share portion of the award credited to Additional
Paid-in Capital and $32,019 to the cash portion included in the Balance Sheet as Payroll and
social security payable. |
|
|
For the nine-month period ended September 30, 2010, the related accrued compensation expenses
was $182,142 corresponding $78,516 to the share portion of the award credited to Additional
Paid-in Capital and $103,626 to the cash portion included in the Balance Sheet as Social
security payable. |
|
|
On July 15, 2009, June 25, 2010 and August 1, 2011, the Board of Directors, upon the
recommendation of the compensation Committee approved the 2009, the 2010 and the 2011 employee
retention programs (the 2009, 2010 and 2011 LTRP). The 2011 LTRP was approved by the
Compensation Committee on June 27, 2011. The awards under the 2009, 2010 and 2011 LTRP are
fully payable in cash in addition to the annual salary and bonus of each employee. |
|
|
The 2009, 2010 and 2011 LTRP will be paid in 8 equal annual quotas (12.5% each) commencing on
March 31, 2010, March 31, 2011 and March 31, 2012, respectively. Each quota is calculated as
follows: |
32
MercadoLibre, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
9. Long Term Retention Plan (Continued)
|
|
|
6.25% of the amount is calculated in nominal terms (the nominal basis share), |
|
|
|
6.25% is adjusted by multiplying the nominal amount by the average closing stock
price for the last 60 trading days of the year previous to the payment date and
divided by the average closing stock price for the last 60 trading days of 2008, 2009
and 2010 for the 2009, 2010 and 2011 LTRP, respectively. The average closing stock
price for the 2009, 2010 and 2011 LTRP amounted to $13.81, $45.75 and $65.41,
respectively (the variable share). |
|
|
The 2008, 2009, 2010 and 2011 LTRP have performance and/or eligibility conditions to be
achieved at each year end and also require the employee to stay in the Company at the payment
date. |
|
|
The 2008 LTRP compensation cost and the variable share compensation cost of the 2009, 2010 and
2011 LTRP are recognized in accordance with the graded-vesting attribution method and are
accrued up to each payment date. The 2009, 2010 and 2011 LTRP nominal basis share are
recognized in straight line bases using the equal annual accrual method. |
|
|
The following tables summarize the LTRP accrued compensation expense for the three- and
nine-month periods ended September 30, 2011 and 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTRP 2009 |
|
$ |
(138,721 |
) |
|
$ |
673,842 |
|
|
$ |
870,504 |
|
|
$ |
1,382,883 |
|
LTRP 2010 |
|
|
46,942 |
|
|
|
598,709 |
|
|
|
864,413 |
|
|
|
1,258,700 |
|
LTRP 2011 |
|
|
287,697 |
|
|
|
|
|
|
|
1,049,182 |
|
|
|
|
|
10. Cash dividend distribution
|
|
On October 15, 2011, the Company paid the third quarterly cash dividend distribution of $3.5
million or $0.08 per share, which was approved on August 1, 2011 by the Board of Directors. |
* * * *
33
|
|
|
Item 2 |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Cautionary Statement Regarding Forward-Looking Statements
Certain statements regarding our future performance made or implied in this report are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words
anticipate, believe, expect, intend, plan, estimate, target, project,
should, may, could, will and similar words and expressions are intended to identify
forward-looking statements. Forward-looking statements generally relate to information
concerning our possible or assumed future results of operations, business strategies,
financing plans, competitive position, industry environment, potential growth opportunities,
the effects of future regulation and the effects of competition. Such forward-looking
statements reflect, among other things, our current expectations, plans, projections and
strategies, anticipated financial results, future events and financial trends affecting our
business, all of which are subject to known and unknown risks, uncertainties and other
important factors (in addition to those discussed elsewhere in this report) that may cause
our actual results to differ materially from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, among other things:
|
|
|
our expectations regarding the continued growth of online commerce and Internet usage in Latin America; |
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our ability to expand our operations and adapt to rapidly changing technologies; |
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government regulation; |
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litigation and legal liability; |
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systems interruptions or failures; |
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our ability to attract and retain qualified personnel; |
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consumer trends; |
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security breaches and illegal uses of our services; |
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competition; |
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reliance on third-party service providers; |
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enforcement of intellectual property rights; |
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our ability to attract new customers, retain existing customers and increase revenues; |
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seasonal fluctuations; and |
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political, social and economic conditions in Latin America in general, and Venezuela and Argentina in
particular, including Venezuelas status as a highly inflationary economy and new exchange rate
system. |
Many of these risks are beyond our ability to control or predict. New risk factors
emerge from time to time and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on our companys business or
the extent to which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.
These statements are based on currently available information and our current assumptions,
expectations and projections about future events. While we believe that our assumptions,
expectations and projections are reasonable in view of the currently available information,
you are cautioned not to place undue reliance on our forward-looking statements. These
statements are not guarantees of future performance. They are subject to future events,
risks and uncertainties many of which are beyond our control as well as potentially
inaccurate assumptions that could cause actual results to differ materially from our
expectations and projections. Some of the material risks and uncertainties (in addition to
those referred to above and elsewhere in this report) that could cause actual results to
differ materially from our expectations and projections are described in Item 1A Risk
Factors in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31,
2010 filed with the Securities and Exchange Commission on February 25, 2011.
34
You should read that information in conjunction with Managements Discussion and Analysis
of Financial Condition and Results of Operations in Item 2 of Part I of this report and our
unaudited condensed consolidated financial statements and related notes in Item 1 of Part I
of this report. We note such information for investors as permitted by the Private
Securities Litigation Reform Act of 1995. There also may be other factors that we cannot
anticipate or that are not described in this report, generally because we do not perceive
them to be material that could cause results to differ materially from our expectations.
Forward-looking statements speak only as of the date they are made, and we do not undertake
to update these forward-looking statements except as may be required by law. You are
advised, however, to review any further disclosures we make on related subjects in our
periodic filings with the Securities and Exchange Commission.
Managements Discussion and Analysis of Financial Condition and Results of Operations
The discussion and analysis of our financial condition and results of operations has been
organized to present the following:
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a brief overview of our company; |
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a discussion of our principal trends and results of operations for the three- and nine-month periods ended
September 30, 2011 and 2010; |
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a review of our financial presentation and accounting policies, including our critical accounting policies; |
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a discussion of the principal factors that influence our results of operations, financial condition and liquidity; |
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a discussion of our liquidity and capital resources, a discussion of our capital expenditures and a description
of our contractual obligations; and |
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a discussion of the market risks that we face. |
Business Overview
MercadoLibre, Inc. (together with its subsidiaries us, we, our or the company)
hosts the largest online commerce platform in Latin America located at
www.mercadolibre.com, which is focused on enabling e-commerce and its related
services. Our services are designed to provide our users with mechanisms for buying,
selling, paying, collecting, generating leads and comparing transactions via e-commerce in
an effective and efficient manner. We are market leaders in e-commerce in each of Argentina,
Brazil, Chile, Colombia, Costa Rica, Ecuador, Mexico, Peru, Uruguay and Venezuela, based on
unique visitors and page views. Additionally, we also operate online commerce platforms in
the Dominican Republic, Panama and Portugal.
Through our online commerce platform, we provide buyers and sellers with a robust
online commerce environment that fosters the development of a large and growing e-commerce
community in Latin America, a region with a population of over 550 million people and one of
the fastest-growing Internet penetration rates in the world. We believe that we offer a
technological and commercial solution that addresses the distinctive cultural and geographic
challenges of operating an online commerce platform in Latin America.
We offer our users an eco-system of four related e-commerce services: the MercadoLibre
Marketplace, the MercadoPago payments solution, the MercadoClics advertising program and the
MercadoShops on-line stores solution.
The MercadoLibre Marketplace, which we sometimes refer to as our marketplace, is a
fully-automated, topically-arranged and user-friendly online commerce service. This service
permits both businesses and individuals to list items and conduct their sales and purchases
online in either a fixed-price or auction-based format. Additionally, through online
classified listings, our registered users can list and purchase motor vehicles, vessels,
aircraft, real estate and services. Any Internet user can browse through the various
products and services that are listed on our web site and register with MercadoLibre to
list, bid for and purchase items and services.
To complement the MercadoLibre Marketplace, we developed MercadoPago, an integrated
online payments solution. MercadoPago is designed to facilitate transactions both on and off
the MercadoLibre Marketplace by providing a mechanism that allows our users to securely,
easily and promptly send, receive and finance payments online.
As a further enhancement to the MercadoLibre Marketplace, in 2009, we launched our
MercadoClics program to allow businesses to promote their products and services on the
Internet. Through MercadoClics users and advertisers are able to place display and/or text
advertisements on our web pages in order to promote their brands and offerings. MercadoClics
offers advertisers a cost efficient and automated platform through which it will acquire
traffic. Advertisers purchase, on a cost per clicks basis, advertising space that appear
alongside product search results for specific categories and other pages. These advertising
placements are clearly differentiated from product search results and direct traffic both to
and off our platform based on the advertisers destination of choice.
35
To close out our suite of e-commerce services we launched, during 2010, the
MercadoShops on-line stores solution. Through MercadoShops users can set-up, manage and
promote their own on-line webstores. These webstores are hosted by MercadoLibre and offer
integration with the other marketplace, payments and advertising services we offer. Users
can choose from a basic, free webstore or pay monthly subscriptions for enhanced
functionality and added services on their stores.
Reporting Segments
Our segment reporting is based on geographic areas, which is the current criteria we are
using to evaluate our segment performance. Our geography segments include Brazil, Argentina,
Mexico, Venezuela and other countries (such as Chile, Colombia, Costa Rica, Dominican
Republic, Ecuador, Panama, Peru, Portugal and Uruguay).
In addition, we operate a real estate classifieds platform that covers some areas of Florida
in the United States, the operations of which are included in our segment for other
countries.
Recent Developments
Business Combination
On
September 14, 2011, we completed, through one of our subsidiaries, Meli
Participaciones S.L. (ETVE or the Buyer), the acquisition of the 60% of outstanding
membership interests of Autopark LLC, a limited liability company organized under the laws
of Delaware, from Hasteny Trading S.A (Hasteny or the Seller), a parent company
organized under the laws of Uruguay, which previously owned all the shares of the capital
stock of the Autopark LLC.
Autopark LLC owns directly and indirectly 100% of the capital stock of AP Clasificados
S.R.L. de C.V. (AP Clasificados), a company organized under the laws of Mexico. AP
Clasificados operates an online classified advertisements platform in Mexico primarily
dedicated to the sale of automobiles at www.autoplaza.com.mx and real estate at
www.homeshop.com.mx.
The
aggregate purchase price paid in cash by us to the Seller for its 60% interest
in Autopark LLC was $5.5 million and includes URLs, domain names, trademarks, databases
non-compete agreements and intellectual property rights that are used or useful in
connection with the online platforms of the acquired business.
On September 12, 2011 (the Settlement Date), an aggregate of $1,500,000, was placed into
an escrow account, in order to cover unexpected liabilities and working capital. On
September 12, 2012 and 2013, the 50% of the escrow amount less the amount of all claims made
by the Buyer, if any, will be released, respectively.
ETVE has the right and option to purchase the remaining 40% of the membership interest of
Autopark LLC following the earlier to occur of (i) third anniversary of the Settlement Date
or (ii) additional capital contribution be required to capitalize Autopark LLC by their own
members decision and Hasteny does not make such additional capital contribution within ten
(10) days of such members consent. Within such period, Hasteny shall be obligated to sell
and transfer all of the membership interests, free and clear of all Encumbrances, to ETVE.
The total consideration to be paid shall be the greater of (i) $4,000,000 and (ii) the
amount resulting from multiplying (A) the percentage of the membership interests held by
Hasteny as of the date of the Call Notice by (B) an amount equal to 3.5 times the amount of
invoiced sales of the Acquired Business for the twelve months period ending on the date of
Call Notice.
In addition, Hasteny shall have the right and option to sell and transfer, all of the
membership interests to ETVE in Autopark LLC with thirty (30) days prior written notice.
Within such thirty (30) day period, ETVE shall be obligated to purchase all, of the Hasteny
membership interests, from Hasteny. The total consideration to be paid by ETVE for the
membership interest hold by Hasteny shall be the same as described in the preceding
paragraph.
Description of line items
Net revenues
We recognize revenues in each of our five reporting segments. Our reporting segments include
our operations in Brazil, Argentina, Mexico, Venezuela and other countries (Chile, Colombia,
Costa Rica, Dominican Republic, Ecuador, Panama, Peru, Portugal and Uruguay).
36
We offer three types of up-front fees for three different combinations of placement and
features. Up-front fees are charged at the time the listing is uploaded onto our platform
and are not subject to successful sale of the items listed. Following this fee structure
modification, revenues for the MercadoLibre Marketplace transactions are now generated by:
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up front fees; |
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final value fees; and |
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online advertising fees. |
Since the third quarter of 2010, we have offered payment processing through our MercadoPago
solution at no added cost in Brazil and Argentina. On April 15, 2011, we launched a new and
improved version of our MercadoPago payments platform that may be used for all our
marketplace transactions in Mexico. We also made offering MercadoPago obligatory in our
Mexican marketplace listings (with the exception of free listings). This change in pricing
implies that for Marketplace transactions we no longer charge our users a specific fee for
processing on-platform payments as we did in the past. We do continue, however, to generate
payment related revenues, reported within each of our reporting segments, attributable to:
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commissions charged to sellers for the use of the
MercadoPago platform with respect to transactions that
occur outside of our Marketplace platform; |
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revenues from a financial charge when a buyer elects to pay
in installments through our MercadoPago platform, for both
transactions that occurs on or off our Marketplace
platform. |
The following table sets forth the percentage of consolidated net revenues by segment
for the three- and nine-month periods ended September 30, 2011 and 2010:
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Nine-Month Periods Ended |
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Three-Month Periods Ended |
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September 30, |
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September 30, |
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(% of total consolidated net revenues) |
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2011 |
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2010 |
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2011 |
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2010 |
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Brazil |
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56.8 |
% |
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57.1 |
% |
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56.4 |
% |
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55.5 |
% |
Argentina |
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18.3 |
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18.5 |
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19.4 |
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19.3 |
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Venezuela |
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10.8 |
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8.9 |
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11.1 |
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10.3 |
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Mexico |
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7.6 |
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9.0 |
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6.9 |
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8.4 |
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Other Countries |
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6.5 |
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6.5 |
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6.2 |
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6.5 |
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(*) |
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Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. The table above may not total due to rounding. |
The following table summarizes the changes in net revenues for the three- and
nine-month periods ended September 30, 2011 and 2010:
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Nine-Month Periods Ended |
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Change from 2010 |
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Three-Month Periods Ended |
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Change from 2010 |
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September 30, |
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to 2011 (*) |
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September 30, |
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to 2011 (*) |
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2011 |
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2010 |
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in Dollars |
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in % |
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2011 |
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2010 |
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in Dollars |
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in % |
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(in millions, except percentages) |
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(in millions, except percentages) |
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Net Revenues: |
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Brazil |
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$ |
120.7 |
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$ |
88.2 |
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$ |
32.5 |
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36.8 |
% |
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$ |
46.0 |
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$ |
31.1 |
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$ |
14.9 |
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48.0 |
% |
Argentina |
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38.8 |
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28.6 |
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10.2 |
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35.6 |
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15.8 |
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10.8 |
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5.0 |
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46.5 |
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Venezuela |
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23.1 |
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13.7 |
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9.4 |
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68.2 |
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9.0 |
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5.8 |
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3.2 |
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57.0 |
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Mexico |
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16.2 |
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13.9 |
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2.3 |
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17.0 |
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5.6 |
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4.7 |
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0.9 |
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18.8 |
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Other Countries |
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13.7 |
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10.0 |
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3.7 |
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37.3 |
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5.2 |
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3.6 |
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1.6 |
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43.4 |
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Total Net Revenues |
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$ |
212.5 |
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$ |
154.4 |
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$ |
58.1 |
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37.6 |
% |
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$ |
81.6 |
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$ |
56.0 |
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$ |
25.6 |
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45.9 |
% |
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(*) |
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Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. The table above may not total due to rounding. |
37
We have a highly fragmented customer revenue base given the large numbers of sellers
and buyers who use our platforms. For the three- and nine-month periods ended September 30,
2011 and 2010, no single customer accounted for more than 1.0% of our net revenues. Our
MercadoLibre Marketplace is available in thirteen countries (Argentina, Brazil, Chile,
Colombia, Costa Rica, Dominican Republic, Ecuador, Mexico, Panama, Peru, Portugal, Uruguay
and Venezuela), and MercadoPago is available in six countries (Argentina, Brazil, Chile,
Colombia, Mexico and Venezuela). The functional currency for each countrys operations is
the local currency, except for Venezuela whose functional currency is the U.S. dollar due to
Venezuelas status as a highly inflationary economy. See Critical accounting policies and
estimates Foreign Currency Translation included in this report. Therefore, our net
revenues are generated in multiple foreign currencies and then translated into U.S. dollars
at the average monthly exchange rate.
Our subsidiaries in Brazil, Argentina, Venezuela and Colombia are subject to certain
taxes on revenues which are classified as a cost of net revenues. These taxes represented
7.3% and 7.4% of net revenues for the three- and nine-month periods ended September 30,
2011.
Cost of net revenues
Cost of net revenues primarily represents bank and credit card processing charges for
transactions and fees paid with credit cards and other payment methods, certain taxes on
revenues, compensation for customer support personnel, ISP connectivity charges,
depreciation and amortization and hosting and site operation fees.
Product and technology development expenses
Our product and technology development related expenses consist primarily of depreciation
and amortization costs related to product and technology development, compensation for our
engineering and web-development staff, telecommunications costs and payments to third-party
suppliers who provide technology maintenance services to our company.
Sales and marketing expenses
Our sales and marketing expenses consist primarily of marketing costs for our platforms
through online and offline advertising, bad debt charges, the salaries of employees involved
in these activities, public relations costs, marketing activities for our users and
depreciation and amortization costs.
We carry out the vast majority of our marketing efforts on the Internet. In that context, we
enter in agreements with portals, search engines, social networks, ad networks and other
sites in order to attract Internet users to the MercadoLibre Marketplace and convert them
into confirmed registered users and active traders on our platform. Additionally, we
allocate a portion of our marketing budget to cable television advertising in order to
improve our brand awareness and to complement our online efforts.
We also work intensively on attracting, developing and growing our seller community through
our supply efforts. We have dedicated professionals in most of our operations that work with
sellers, through trade show participation, seminars and meetings to provide them with
important tools and skills to become effective sellers on our platform.
General and administrative expenses
Our general and administrative expenses consist primarily of salaries for management and
administrative staff, compensation for outside directors, long term retention plan
compensation, expenses for legal, accounting and other professional services, insurance
expenses, office space rental expenses, travel and business expenses, as well as
depreciation and amortization costs. General and administrative expenses include the costs
of the following areas of our company: general management, finance, administration,
accounting, legal and human resources.
Other income (expenses)
Other income (expenses) consists of interest income derived primarily from our investments
and cash equivalents, foreign currency gains or losses, and other non-operating results.
Prior to the third quarter of 2010, other income (expenses) included mainly interest expense
related to the working capital requirements for our MercadoPago operations. Since the third
quarter of 2010 and for as long as we continue pre-selling credit card receivables there has
been, and we expect in the future will be, no interest expense included in other income
(expenses) line, related to MercadoPagos working capital requirements.
Income and asset tax
We are subject to federal and state taxes in the United States, as well as foreign taxes in
the multiple jurisdictions where we operate. Our tax obligations consist of current and
deferred income taxes and asset taxes incurred in these jurisdictions. We account for income
taxes following the liability method of accounting. Therefore, our income tax expense
consists of taxes currently payable, if any (given that in certain jurisdictions we still
have net operating loss carry-forwards), plus the change during the period in our deferred
tax assets and liabilities.
Critical accounting policies and estimates
The preparation of our unaudited condensed consolidated financial statements and related
notes requires us to make judgments, estimates and assumptions that affect our reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. We have based our estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Our management has discussed
the development, selection and disclosure of these estimates with our audit committee and
board of directors. Actual results may differ from these estimates under different
assumptions or conditions.
38
An accounting policy is considered to be critical if it requires an accounting estimate to
be made based on assumptions about matters that are highly uncertain at the time the
estimate is made, and if different estimates that reasonably could have been used, or
changes in the accounting estimates that are reasonably likely to occur periodically, could
materially impact our condensed consolidated financial statements. We believe that the
following critical accounting policies reflect the more significant estimates and
assumptions used in the preparation of our condensed consolidated financial statements. You
should read the following descriptions of critical accounting policies, judgments and
estimates in conjunction with our unaudited condensed consolidated financial statements, the
notes there to and other disclosures included in this report.
Foreign Currency Translation
Historically, all of our foreign operations have used the local currency as their functional
currency. Accordingly, these foreign subsidiaries translate assets and liabilities from
their local currencies to U.S. dollars using year-end exchange rates while income and
expense accounts are translated at the average rates in effect during the year. The
resulting translation adjustment is recorded as part of other comprehensive income (loss), a
component of shareholders equity. Gains and losses resulting from transactions denominated
in non-functional currencies are recognized in earnings. Net foreign currency exchange
losses or gains are included in the consolidated statements of income under the caption
Foreign currency (loss) / gain.
Until September 30, 2009, our Venezuelan subsidiaries assets, liabilities, income and
expenses were translated at the official exchange rate of 2.15 Bolivares Fuertes per U.S.
dollar.
In the fourth quarter of 2009, we began to use the parallel exchange rate rather than the
official exchange rate to translate our Venezuelan financial statements. The following facts
and circumstances have been considered in our analysis of the applicable exchange rate:
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At the date we changed the translation exchange rate (and as of the date of this report), we have not
obtained dividends remittances at the official exchange rate (and we have not at the date of this
report), |
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The industry in which we operate may not influence our ability to access to the official exchange rate, |
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The Commission for the Administration of Foreign Exchange (CADIVI) volume of approvals of the use of
the Official Rate was down 50% on a year-to-year basis as of July 2009. |
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CADIVI has not only delayed approvals but also removed many items from priority lists (current
priorities appear to be food and medicine), causing delays in the repatriation of dividends for many
companies. |
Consequently, in the fourth quarter of 2009, we translated our Venezuelan assets,
liabilities, income and expense accounts using the parallel exchange rate.
As of the date of this report the Company did not buy dollars at the CADIVI official rate.
In accordance with U.S. GAAP, we have classified our Venezuelan operations as highly
inflationary as of January 1, 2010 and have used the U.S. dollar to be the functional
currency for purposes of our financial statements. Therefore, no translation effect was
accounted for in other comprehensive income since October 1, 2009 related to our Venezuelan
operations.
Until May 13, 2010, the only way by which U.S. dollars could be purchased outside the
official currency market was using an indirect mechanism consisting in the purchase and sale
of securities, including national public debt bonds (DPNs) denominated in Bolivares Fuertes
and bonds issued by the government that were denominated in U.S. dollars. This mechanism for
transactions in certain securities created an indirect parallel foreign currency exchange
market in Venezuela that enabled entities to obtain foreign currency through financial
brokers without going through CADIVI. Although the parallel exchange rate was higher, and
accordingly less beneficial, than the official exchange rate, some entities have used the
parallel market to exchange currency because, as already mentioned, CADIVI had typically
failed to approve in a timely manner the exchange of currency requested by such entities.
Until May 13, 2010, our Venezuelan subsidiaries used this mechanism to buy U.S. dollars and
accordingly we used the parallel average exchange rate to re-measure those foreign currency
transactions.
However, on May 14th, 2010, the Venezuelan government enacted reforms to its exchange
regulations and close-down such parallel market by declaring that
foreign-currency-denominated securities issued by Venezuelan entities were included in the
definition of
foreign currency, thus making the Venezuelan Central Bank (BCV) the only institution that
could legally authorize the purchase or sale of foreign currency bonds, thereby excluding
non-authorized brokers from the foreign exchange market.
Trading of foreign currencies was re-opened as a regulated market on June 9, 2010 with the
Venezuelan Central Bank as the only institution through which foreign currency-denominated
transactions can be brokered. Under the new system, known as the Foreign Currency Securities
Transactions System (SITME), entities domiciled in Venezuela can buy U.S. dollar-denominated
securities only through banks authorized by the BCV to import goods, services or capital
inputs. Additionally, the SITME imposes volume restrictions on an entitys trading activity,
limiting such activity to a maximum equivalent of $50,000 per day, not to exceed $350,000 in
a calendar month. This limitation is non-cumulative, meaning that an entity cannot carry
over unused volume from one month to the next.
39
As a consequence of this new system, commencing on June 9, 2010, we have transitioned from
the parallel exchange rate to the SITME rate and started re-measuring foreign currency
transactions using the SITME rate published by BCV, which was 5.27 Bolivares Fuertes per
U.S. dollar as of June 9, 2010.
For the period beginning on May 14, 2010 and ended on June 8, 2010 (during which there was
no open foreign currency markets), we applied U.S. GAAP guidelines, which state that if
exchangeability between two currencies is temporarily lacking at the transaction date or
balance sheet date, the first subsequent rate at which exchanges could be made shall be
used.
Accordingly, the June 9, 2010 exchange rate published by the Venezuelan Central Bank has
been used to re-measure transactions during the above-mentioned period.
During 2010 and previous years we were able to obtain U.S. dollars using alternative
mechanisms other than the Venezuelan Commission of Foreign Exchange Administration
(CADIVI). These dollars, obtained at a higher exchange rate than the one offered by
CADIVI, and held in balance at U.S. bank accounts of our Venezuelan subsidiaries, were used
for dividend distributions from our Venezuelan subsidiary. As a result, during 2010, lack of
CADIVI approval did not restrict our ability to distribute the full amount of our retained
earnings as dividends related to fiscal years 2008 ($0.8 million), and 2009 ($1.8 million).
In addition, during 2011, our Venezuelan subsidiary distributed dividends of a $4.2 million,
related to earnings for fiscal year 2010, using existing cash balances held in the U.S. bank
accounts of our Venezuelan subsidiaries.
The following table sets forth the assets, liabilities and net assets of our Venezuelan
subsidiaries, before intercompany eliminations, as of September 30, 2011 and December 31,
2010.
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
Venezuelan operations |
|
|
|
|
|
|
|
|
Assets |
|
$ |
24,390,518 |
|
|
$ |
21,928,340 |
|
Liabilities |
|
|
(7,729,510 |
) |
|
|
(8,212,581 |
) |
|
|
|
|
|
|
|
Net Assets |
|
|
16,661,008 |
|
|
|
13,715,759 |
|
|
|
|
|
|
|
|
Net assets of our Venezuelan subsidiary amount to approximately 8.0% of our
consolidated net assets, and cash and investments of our Venezuelan subsidiary held in local
currency in Venezuela amount to approximately 5.2% of our consolidated cash and investments.
On June 2, 2011, our Venezuelan subsidiary acquired an office property containing 992 square
meters in a building located in Caracas, Venezuela for approximately $6.6 million. The
Company funded the purchase price through working capital.
Although the current mechanisms available to obtain U.S. dollars for dividend distributions
to our subsidiaries outside Venezuela imply increased restrictions, we do not expect that
the current restrictions on purchasing U.S. dollars to have a significant adverse effect on
its business plans with regard to our investment in Venezuela.
Impairment of long-lived assets and goodwill
We review long-lived assets for impairments whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of an asset to
undiscounted future net cash flows expected to be generated by the asset. If such assets are
considered to be impaired on this basis, the impairment loss to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Goodwill and certain indefinite life trademarks are reviewed at the end of the year for
impairment or more frequently when events or changes in circumstances indicate that the
carrying value may not be recoverable. Impairment of goodwill and certain trademarks are
tested at the reporting unit level (considering each segment of the Company as a reporting
unit) by comparing the reporting units
carrying amount, including goodwill and certain trademarks, to the fair value of the
reporting unit. The fair values of the reporting units are estimated using a combination of
the income or discounted cash flows approach and the market approach, which utilizes
comparable companies data. If the carrying amount of the reporting unit exceeds its fair
value, goodwill or indefinite useful life intangible assets are considered impaired and a
second step is performed to measure the amount of impairment loss, if any. No impairments
were recognized during the reporting periods and managements assessment of each reporting
units fair value materially exceeds its carrying value.
We believe that the accounting estimate related to impairment of long lived assets and
goodwill is critical since it is highly susceptible to change from period to period because:
(i) it requires management to make assumptions about gross merchandise volume growth, future
interest rates, sales and costs; and (ii) the impact that recognizing an impairment would
have on the assets reported on our balance sheet as well as our net income would be
material. Managements assumptions about future sales and future costs require significant
judgment.
40
Allowances for doubtful accounts and chargebacks
We are exposed to losses due to uncollectible accounts and credits to sellers. Allowances
for these items represent our estimate of future losses based on our historical experience.
The allowance for doubtful accounts and chargebacks is recorded as a charge to sales and
marketing expenses. Historically, our actual losses have been consistent with our charges.
However, future changes in trends could have a material impact on our future consolidated
statements of income and cash flows.
We believe that the accounting estimate related to allowances for doubtful accounts and
chargebacks is a critical accounting estimate because it requires management to make
assumptions about future collections and credit analysis. Our managements assumptions about
future collections require significant judgment.
Legal contingencies
In connection with certain pending litigation and other claims, we have estimated the range
of probable loss and provided for such losses through charges to our condensed consolidated
statement of income. These estimates are based on our assessment of the facts and
circumstances and historical information related to actions filed against the Company at
each balance sheet date and are subject to change based upon new information and future
events.
From time to time, we are involved in disputes that arise in the ordinary course of
business. We are currently involved in certain legal proceedings as described in Legal
Proceedings in Item 1 of Part II of this report, Item 3 of Part I of our annual report on
Form 10-K for our most recently completed fiscal year filed with the Securities and Exchange
Commission, and in Note 8 to our unaudited interim condensed consolidated financial
statements. We believe that we have meritorious defenses to the claims against us, and we
will defend ourselves accordingly. However, even if successful, our defense could be costly
and could divert managements time. If the plaintiffs were to prevail on certain claims, we
might be forced to pay damages or modify our business practices. Any of these consequences
could materially harm our business and could have a material adverse impact on our financial
position, results of operations or cash flows.
Income taxes
We are required to recognize a provision for income taxes based upon taxable income and
temporary differences between the book and tax bases of our assets and liabilities for each
of the tax jurisdictions in which we operate. This process requires a calculation of taxes
payable under currently enacted tax laws in each jurisdiction and an analysis of temporary
differences between the book and tax bases of our assets and liabilities, including various
accruals, allowances, depreciation and amortization. The tax effect of these temporary
differences and the estimated tax benefit from our tax net operating losses are reported as
deferred tax assets and liabilities in our condensed consolidated balance sheet. We also
assess the likelihood that our net deferred tax assets will be realized from future taxable
income. To the extent we believe that it is more likely than not that some portion or all of
deferred tax asset will not be realized, we establish a valuation allowance. At September
30, 2011, we had a valuation allowance on certain foreign net operating losses based on our
assessment that it is more likely than not that the deferred tax asset will not be realized.
To the extent we establish a valuation allowance or change the allowance in a period, we
reflect the change with a corresponding increase or decrease in our Income/asset tax
expense line in our condensed consolidated statement of income.
Results of operations for the three-month period ended September 30, 2011 compared to
three-month period ended September 30, 2010 and the nine-month period ended September 30,
2011 compared to the nine-month period ended September 30, 2010
The selected financial data for the three- and nine-month periods ended September 30, 2011
and 2010 have been derived from our unaudited condensed consolidated financial statements
included in Item 1 of Part I of this report. These statements include all normal recurring
adjustments that management believes are necessary to fairly state our financial position,
results of operations and cash flows. Results of operations for the three- and nine-month
periods ended September 30, 2011 are not necessarily indicative of the results that may be
expected for the full year ending December 31, 2011 or for any other period.
41
Statement of income data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
(In millions) |
|
2011 (*) |
|
|
2010 (*) |
|
|
2011 (*) |
|
|
2010 (*) |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Net revenues |
|
$ |
212.5 |
|
|
$ |
154.4 |
|
|
$ |
81.6 |
|
|
$ |
56.0 |
|
Cost of net revenues |
|
|
(51.3 |
) |
|
|
(32.8 |
) |
|
|
(20.1 |
) |
|
|
(11.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
161.1 |
|
|
|
121.6 |
|
|
|
61.6 |
|
|
|
44.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product and technology development |
|
|
(16.6 |
) |
|
|
(11.4 |
) |
|
|
(5.9 |
) |
|
|
(4.2 |
) |
Sales and marketing |
|
|
(45.6 |
) |
|
|
(34.9 |
) |
|
|
(16.7 |
) |
|
|
(12.3 |
) |
General and administrative |
|
|
(28.1 |
) |
|
|
(21.7 |
) |
|
|
(8.9 |
) |
|
|
(8.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(90.3 |
) |
|
|
(68.0 |
) |
|
|
(31.6 |
) |
|
|
(25.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
70.8 |
|
|
|
53.6 |
|
|
|
30.0 |
|
|
|
19.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and other financial gains |
|
|
7.0 |
|
|
|
3.1 |
|
|
|
2.9 |
|
|
|
1.4 |
|
Interest expense and other financial charges |
|
|
(2.6 |
) |
|
|
(6.9 |
) |
|
|
(1.1 |
) |
|
|
(0.6 |
) |
Foreign currency gains / losses |
|
|
2.1 |
|
|
|
0.0 |
|
|
|
3.3 |
|
|
|
(0.4 |
) |
Other income, net |
|
|
0.3 |
|
|
|
|
|
|
|
(0.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income / asset tax expense |
|
|
77.6 |
|
|
|
49.8 |
|
|
|
35.1 |
|
|
|
19.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income / asset tax expense |
|
|
(22.5 |
) |
|
|
(9.7 |
) |
|
|
(8.8 |
) |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
55.2 |
|
|
$ |
40.1 |
|
|
$ |
26.3 |
|
|
$ |
18.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net Income attributable to Noncontrolli |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders |
|
$ |
55.2 |
|
|
$ |
40.1 |
|
|
$ |
26.3 |
|
|
$ |
18.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
The table above may not add due to rounding. |
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
(In millions) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of confirmed registered users at end of the period 1 |
|
|
62.0 |
|
|
|
50.2 |
|
|
|
62.0 |
|
|
|
50.2 |
|
Number of confirmed new registered users during the period 2 |
|
|
9.1 |
|
|
|
7.7 |
|
|
|
3.6 |
|
|
|
2.8 |
|
Gross merchandise volume 3 |
|
|
3,370.1 |
|
|
|
2,417.8 |
|
|
|
1,348.3 |
|
|
|
888.1 |
|
Number of items sold 4 |
|
|
36.9 |
|
|
|
28.0 |
|
|
|
14.4 |
|
|
|
10.4 |
|
Total payment volume 5 |
|
|
909.5 |
|
|
|
461.4 |
|
|
|
368.5 |
|
|
|
189.9 |
|
Total payment transactions 6 |
|
|
9.6 |
|
|
|
4.3 |
|
|
|
3.9 |
|
|
|
1.9 |
|
Capital expenditures |
|
|
22.7 |
|
|
|
10.6 |
|
|
|
9.3 |
|
|
|
6.6 |
|
Depreciation and amortization |
|
|
5.2 |
|
|
|
3.6 |
|
|
|
1.9 |
|
|
|
1.4 |
|
|
|
|
1- |
|
Measure of the cumulative number of users who have registered on the MercadoLibre
Marketplace and confirmed their registration. |
|
2- |
|
Measure of the number of new users who have registered on the MercadoLibre Marketplace and
confirmed their registration. |
|
3- |
|
Measure of the total U.S. dollar sum of all transactions completed through the MercadoLibre
Marketplace, excluding motor vehicles, vessels, aircraft and real estate. |
|
4- |
|
Measure of the number of items that were sold/purchased through the MercadoLibre
Marketplace. |
|
5- |
|
Measure of the total U.S. dollar sum of all transactions paid for using
MercadoPago. |
|
6- |
|
Measure of the number of all transactions paid for using MercadoPago. |
42
Net revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Change from 2010 |
|
|
Three-Month Periods Ended |
|
|
Change from 2010 to |
|
|
|
September 30, |
|
|
to 2011 (*) |
|
|
September 30, |
|
|
2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Revenues |
|
$ |
212.5 |
|
|
$ |
154.4 |
|
|
$ |
58.1 |
|
|
|
37.6 |
% |
|
$ |
81.6 |
|
|
$ |
56.0 |
|
|
$ |
25.6 |
|
|
|
45.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of net revenues (*) |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts that appear in the table.
|
|
|
|
The table above may not total due to rounding. |
The 45.9% growth in net revenues from the third quarter of 2010 to the third quarter of
2011 resulted principally from a 51.8% increase in the gross merchandise volume (GMV)
transacted through our platform from the third quarter of 2010 to the third quarter of 2011.
This GMV growth resulted from a 38.1% increase in items sold between those periods. The
increase in GMV and items sold was partially offset by a decrease in our take rate, which we
define as net revenues as a percentage of gross merchandise volume, from 6.30% for the
three-month period ended September 30, 2010 to 6.05% for the three-month period ended
September 30, 2011. The decrease in our take rate came about primarily as GMV grew faster
than some of our revenue sources not tied to GMV, such as Classifieds and upfront fees.
The 37.6% growth in net revenues from the nine-month period of 2010 to the nine-month period
of 2011 resulted principally from a 39.4% increase in the gross merchandise volume (GMV)
transacted through our platform from the nine-month period of 2010 to the nine-month period
of 2011. This GMV growth resulted from a 32.0% increase in items sold between those periods
and a positive impact on U.S. dollars figures mainly due to the parallel exchange rate used
by our Venezuelan subsidiary in the first half of 2010 was 6.28 Bolivares Fuertes per U.S.
dollar as compared to 5.3 Bolivares Fuertes per U.S. dollar for the nine-month period of
2011. See Critical accounting policies and estimates Foreign currency translation for
more detail. The increase in GMV and items sold was partially offset by a decrease in our
take rate, from 6.39% for the nine-month period ended September 30, 2010 to 6.30% for the
nine-month period ended September 30, 2011. The decrease in our take rate came about
primarily as GMV grew faster than some of our revenue sources not tied to GMV, such as
Classifieds and upfront fees.
Measured
in local currencies, net revenues grew 41.3% and 29.9% during the three- and
nine-month periods ended September 30, 2011, respectively, compared to the same period a
year earlier. The local currency revenue growth was calculated by using the average monthly
exchange rates for each month during 2010 and applying them to the corresponding months in
2011, so as to calculate what our financial results would have been had exchange rates
remained stable from one year to the next.
Since the third quarter of 2010, net revenues include the net amount collected from
financial institutions as a result of pre-selling installment-related financing receivables.
We entered into these pre-selling agreements with the aim of substantially eliminating
credit risk and optimizing financial cost. For the nine-month period ended September 30,
2011, our net revenues have no financial related expenses. For the nine-month period ended
September 30, 2010, as we had assumed the financial risk of installment-related financing
receivables during the first half of 2010, our MercadoPago financing revenues had an
associated $7.3 million of financial expenses .
The following table summarizes the changes in net revenues by each reporting segment for the
three- and nine-month periods ended September 30, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Change from 2010 |
|
|
Three-Month Periods Ended |
|
|
Change from 2010 |
|
|
|
September 30, |
|
|
to 2011 (*) |
|
|
September 30, |
|
|
to 2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil |
|
$ |
120.7 |
|
|
$ |
88.2 |
|
|
$ |
32.5 |
|
|
|
36.8 |
% |
|
$ |
46.0 |
|
|
$ |
31.1 |
|
|
$ |
14.9 |
|
|
|
48.0 |
% |
Argentina |
|
|
38.8 |
|
|
|
28.6 |
|
|
|
10.2 |
|
|
|
35.6 |
|
|
|
15.8 |
|
|
|
10.8 |
|
|
|
5.0 |
|
|
|
46.5 |
|
Venezuela |
|
|
23.1 |
|
|
|
13.7 |
|
|
|
9.4 |
|
|
|
68.2 |
|
|
|
9.0 |
|
|
|
5.8 |
|
|
|
3.2 |
|
|
|
57.0 |
|
Mexico |
|
|
16.2 |
|
|
|
13.9 |
|
|
|
2.3 |
|
|
|
17.0 |
|
|
|
5.6 |
|
|
|
4.7 |
|
|
|
0.9 |
|
|
|
18.8 |
|
Other Countries |
|
|
13.7 |
|
|
|
10.0 |
|
|
|
3.7 |
|
|
|
37.3 |
|
|
|
5.2 |
|
|
|
3.6 |
|
|
|
1.6 |
|
|
|
43.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Revenues |
|
$ |
212.5 |
|
|
$ |
154.4 |
|
|
$ |
58.1 |
|
|
|
37.6 |
% |
|
$ |
81.6 |
|
|
$ |
56.0 |
|
|
$ |
25.6 |
|
|
|
45.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. The table above may not total due to rounding. |
On a segment basis, our net revenues for the three- and nine-month periods ended
September 30, 2011 as compared to the same periods in 2010, increased across all segments.
43
The following table sets forth our total net revenues and the sequential quarterly growth of
these net revenues for the periods described below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 31, |
|
|
June 30, |
|
|
September 30, |
|
|
December 31, |
|
|
|
(in millions, except percentages) |
|
|
|
(*) |
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
$ |
61.5 |
|
|
$ |
69.4 |
|
|
$ |
81.6 |
|
|
|
n/a |
|
Percent change from prior quarter |
|
|
-1 |
% |
|
|
13 |
% |
|
|
18 |
% |
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
$ |
45.9 |
|
|
$ |
52.5 |
|
|
$ |
56.0 |
|
|
$ |
62.3 |
|
Percent change from prior quarter |
|
|
-6 |
% |
|
|
14 |
% |
|
|
7 |
% |
|
|
11 |
% |
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
$ |
32.3 |
|
|
$ |
40.9 |
|
|
$ |
50.6 |
|
|
$ |
49.0 |
|
Percent change from prior quarter |
|
|
-3 |
% |
|
|
27 |
% |
|
|
24 |
% |
|
|
-3 |
% |
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
$ |
28.8 |
|
|
$ |
34.5 |
|
|
$ |
40.3 |
|
|
$ |
33.4 |
|
Percent change from prior quarter |
|
|
7 |
% |
|
|
20 |
% |
|
|
17 |
% |
|
|
-17 |
% |
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. |
Cost of net revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Change from 2010 |
|
|
Three-Month Periods Ended |
|
|
Change from 2010 |
|
|
|
September 30, |
|
|
to 2011 (*) |
|
|
September 30, |
|
|
to 2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of net revenues |
|
$ |
51.3 |
|
|
$ |
32.8 |
|
|
$ |
18.5 |
|
|
|
56.7 |
% |
|
$ |
20.1 |
|
|
$ |
11.5 |
|
|
$ |
8.6 |
|
|
|
75.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of net revenues (*) |
|
|
24.2 |
% |
|
|
21.2 |
% |
|
|
|
|
|
|
|
|
|
|
24.6 |
% |
|
|
20.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. |
For the three- and nine-month periods ended September 30, 2011, the increase in cost of
net revenues as compared to the same periods of 2010 was primarily attributable to a $4.1
million and $7.6 million increase in collection fees, respectively. The increase in
collection fees, which occurred primarily in Brazil and Argentina, was a result of the
higher penetration of our Payment solution into our Marketplace, which has a higher
collection fee cost. In addition, sales taxes on our net revenues increased by $2.1 million,
or 52.8% and $5.2 million or 49.3%, respectively, for the three- and nine-month periods
ended September 30, 2011, compared to the same periods of 2010 mainly as a consequence of
increases in net revenues. Moreover, during the three- and nine-month periods ended
September 30, 2011 as compared to the same periods in the prior year, expenditures related
to our in-house customer support operations increased by $1.7 million and $4.1 million,
respectively, primarily driven by an increase in compensation costs and recruitment. The
increased compensation costs and recruitment are incurred in order to improve our service
and our initiatives to combat fraud, illegal items and fee evasion. Finally, for the three-
and nine-month periods ended September 30, 2011, as compared to the same period of the
previous year, bank transfer fees related to MercadoPago, mainly in Brazil, increased by
$0.3 million and $0.5 million, respectively.
44
Product and technology development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Change from 2010 to |
|
|
Three-Month Periods Ended |
|
|
Change from 2010 to |
|
|
|
September 30, |
|
|
2011 (*) |
|
|
September 30, |
|
|
2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product and technology development |
|
$ |
16.6 |
|
|
$ |
11.4 |
|
|
$ |
5.2 |
|
|
|
45.3 |
% |
|
$ |
5.9 |
|
|
$ |
4.2 |
|
|
$ |
1.7 |
|
|
|
40.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of net revenues (*) |
|
|
7.8 |
% |
|
|
7.4 |
% |
|
|
|
|
|
|
|
|
|
|
7.3 |
% |
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. |
For the three-month period ended September 30, 2011, the growth in product and
technology development expenses as compared to the same period in 2010 for $1.7 million, was
primarily attributable to an increase of $0.7 million or 210.3% in maintenance expenses
related to the use of cloud computing (AWS), IT consulting fees, real-time monitoring of our
applications and the use of content distribution network (CDN) which is a system of
computers containing copies of data placed at various nodes of a network. In addition,
product and technology expenses also grew as a consequence of increases in depreciation and
amortization expense of $0.5 million or 53.6% and increases in other product and development
expenses of $0.4 million compared to the same period in 2010.
For the nine-month period ended September 30, 2011, the growth in product and technology
development expenses as compared to the same period in 2010 was primarily attributable to
an increase of $1.9 million or a 32.5%, in compensation costs. These additional compensation
expenses were primarily related to the addition of engineers and, to a lesser extent, to
increases in compensation costs, as we continue to invest in top quality talent to develop
enhancements and new features across our platforms. We believe product development is one of
our key competitive advantages and intend to continue to invest in adding engineers to meet
the increasingly sophisticated product expectations of our customer base.
Product and technology development expenses also grew during the nine-month period ended
September 30, 2011 as a consequence of increased depreciation and amortization expenses
related to product and technology development of $1.2 million, or 50.6% compared to the
same period in 2010, increased maintenance expenses of $1.3 million or 124.0% related to the
use of cloud computing (AWS), IT consulting fees, real-time monitoring of our applications
and the use of content distribution network (CDN) and increased other product and
development expenses of $0.8 million, compared to the same period in 2010 .
Sales and marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Change from 2010 to |
|
|
Three-Month Periods Ended |
|
|
Change from 2010 |
|
|
|
September 30, |
|
|
2011 (*) |
|
|
September 30, |
|
|
to 2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
$ |
45.6 |
|
|
$ |
34.9 |
|
|
$ |
10.7 |
|
|
|
30.7 |
% |
|
$ |
16.7 |
|
|
$ |
12.3 |
|
|
$ |
4.4 |
|
|
|
36.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of net revenues (*) |
|
|
21.4 |
% |
|
|
22.6 |
% |
|
|
|
|
|
|
|
|
|
|
20.5 |
% |
|
|
22.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table.
|
For the three-month period ended September 30, 2011, the increase in sales and
marketing expenses when compared to the same period in 2010 was primarily attributable to
other marketing expenses increased by $2.9 million as compared to the same period of the
previous year mainly due to chargebacks related to MercadoPago in Brazil. In addition, a
$0.5 million increase in compensation costs driven by higher salaries to retain talent, and
a $1.0 million increase in bad debt charges in the 2011 period also contributed to the
increase in sales and marketing expenses during the period. Bad debt charges for the
three-month period ended September 30, 2011 represented 5.6% of net revenues versus 6.2% for
the same period in 2010.
For the nine-month period ended September 30, 2011, the increase in sales and marketing
expenses when compared to the same period in 2010 was primarily attributable to increased
other marketing expenses by $4.2 million in the nine-month period ended September 30, 2011
as compared to the same period of the previous year mainly due to chargebacks related to
MercadoPago in Brazil and due to a one-time negative impact related to certain voided or
overdrawn checks that were processed by one of MercadoPagos payments processors in Brazil,
which resulted in a loss of $1.6 million in the second quarter of 2011. In addition, a $2.0
million increase in compensation costs driven by higher salaries to retain talent, and a
$2.2 million increase in bad debt charges in the 2011 period also contributed to the
increase in sales and marketing expenses during the period. Bad debt charges for the
nine-month period ended September 30, 2011 represented 6.0% of net revenues versus 6.8% for
the same period in 2010. Finally, sales and marketing expenses related to trust and safety
expenses increased by $1.2 million in the nine-month period ended September 30, 2011 when
compared to the same period in 2010, due to the increased use of our buyer protection
program developed to compensate buyers for unfulfilled transactions or other claims related
to the quality of the purchased goods. The increase in sales and marketing expenses for the
nine-month period ended September 30, 2011 was partially offset by a $0.7 million decrease
in our online advertising expenses related to our affiliate program and specific deals, as
we have optimized investment allocation over the same period ended September 30, 2010.
Online advertising, including our affiliate program and portal deals expenses, represented
5.7% of our net revenues in the nine-month periods ended September 30, 2011, down from 8.4% for the same period in 2010.
45
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Change from 2010 to |
|
|
Three-Month Periods Ended |
|
|
Change from 2010 |
|
|
|
September 30, |
|
|
2011 (*) |
|
|
September 30, |
|
|
to 2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
$ |
28.1 |
|
|
$ |
21.7 |
|
|
$ |
6.4 |
|
|
|
29.5 |
% |
|
$ |
8.9 |
|
|
$ |
8.7 |
|
|
$ |
0.2 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of net revenues (*) |
|
|
13.2 |
% |
|
|
14.1 |
% |
|
|
|
|
|
|
|
|
|
|
11.0 |
% |
|
|
15.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. |
For the three-month period ended September 30, 2011, the increase in general and
administrative expenses as compared to the same period of 2010, was primarily attributable
to a $0.6 million increase in compensation costs in the 2011 period related to our long term
retention plans and increases in salaries to retain talent, a $0.6 million increase in
outside services mainly related to legal fees. Those increases were partially offset by a
$0.8 million decrease in office expenses and other general and administrative expenses such
as travel & accommodation and communication expenses.
For the nine-month period ended September 30, 2011, the increase in general and
administrative expenses as compared to the same period of 2010, was primarily attributable
to a $3.7 million increase in compensation costs in the 2011 period related to our long term
retention plans and increases in salaries to retain talent, a $2.1 million increase in
outside services mainly related to legal and tax fees, and a $0.5 million increase related
to other general and administrative expenses.
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Change from 2010 to |
|
|
Three-Month Periods Ended |
|
|
Change from 2010 to |
|
|
|
September 30, |
|
|
2011 (*) |
|
|
September 30, |
|
|
2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
$ |
6.8 |
|
|
$ |
(3.8 |
) |
|
$ |
10.6 |
|
|
|
277.4 |
% |
|
$ |
5.1 |
|
|
$ |
0.4 |
|
|
$ |
4.7 |
|
|
|
1068.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of net revenues |
|
|
3.2 |
% |
|
|
-2.5 |
% |
|
|
|
|
|
|
|
|
|
|
6.3 |
% |
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. |
For the three-month period ended September 30, 2011 as compared to the same period in
2010, the increase in other income (expense) was primarily a result of: (a) a $3.6 million increase in
foreign currency gains mainly attributable to the impact of the local currency depreciation
on the cash balances held by our Brazilian and Mexican subsidiaries in U.S. dollars during
the third quarter of 2011 versus an appreciation of the local currencies against U.S.
dollars in the third quarter of 2010; and (b) a $1.6 million increase in interest income and
other financial charges related to higher interest income earned on our investments driven
by a greater volume of investments and higher interest rates, particularly in Brazil. The
increase in other income (expenses) was partially offset by an increase of $0.5 million in
financial expenses resulting from certain Argentine taxes generated by banking transactions
related to our MercadoPago business.
For the nine-month period ended September 30, 2011 as compared to the same period in 2010,
the increase in other income was primarily a result of: (a) a $4.4 million decrease in
financial expenses resulting from our determination to pre-sell installment-related
financing receivables, which we commenced in the third quarter of 2010; (b) a $4.0 million
increase in interest income and other financial charges related to higher interest income
earned on our investments driven by a greater volume of investments and higher interest
rates, particularly in Brazil; and (c) a $2.1 million increase in foreign currency gains
attributable to the impact of the local currency appreciation on the cash balances held by
our Brazilian and Mexican subsidiaries in U.S. dollars during the nine-month period ended
September 30, 2011 versus an appreciation of the local currencies against U.S. dollars in
the same period of 2010.
Income and asset tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Period Ended |
|
|
Change from 2010 to |
|
|
Three-Month Period Ended |
|
|
Change from 2010 to |
|
|
|
September 30, |
|
|
2011 (*) |
|
|
September 30, |
|
|
2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income and asset tax |
|
$ |
22.5 |
|
|
$ |
9.7 |
|
|
$ |
12.8 |
|
|
|
131.5 |
% |
|
$ |
8.8 |
|
|
$ |
1.0 |
|
|
$ |
7.8 |
|
|
|
820.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of net revenues (*) |
|
|
10.6 |
% |
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
10.8 |
% |
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded
amounts that appear in the table. |
46
During the three- and nine-month periods ended September 30, 2011 as compared to the
same periods the previous year, income and asset tax increased $7.8 million and $12.8
million, respectively, as a consequence of higher taxable income period over period. For the
three-month period ended September 30, 2011, our income and asset tax expense margin is
higher as compared to the same period in the previous year, because in the three-month
period ended September 30, 2010 we recognized an income tax gain of $4.6 million due to a
reversal of tax valuation allowance related to a Brazilian subsidiary acquired in 2005. For
the nine-month period ended September 30, 2011 as compared to the same periods the previous
year, our income and asset tax expense margin was negatively impacted by
increases in income tax charge in Brazil as a consequence of permanent tax differences
period over period. The increase in the nine-month margin was also impacted by the $4.6
million reversal of tax valuation allowance described above.
Our blended tax rate is defined as income and asset tax expense as a percentage of income
before income and asset tax. Our effective income tax rate is defined as the provision for
income taxes (net of charges related to dividend distribution from foreign subsidiaries
which are offset with domestic foreign tax credits) as a percentage of pre-tax income. The
effective income tax rate excludes the effects of the deferred income tax, and the Mexican
tax called Impuesto Empresarial a Tasa Única (IETU).
The following table summarizes the changes in our blended and effective tax rate for the
three- and nine-month periods ended September 30, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Three-Month Periods Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blended tax rate |
|
|
28.9 |
% |
|
|
19.5 |
% |
|
|
25.1 |
% |
|
|
4.9 |
% |
Effective tax rate |
|
|
26.9 |
% |
|
|
32.8 |
% |
|
|
25.1 |
% |
|
|
32.1 |
% |
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded
amounts that appear in the table. rounded amounts that appear in the table.
|
Our
blended tax rate increased from the three- and nine-month periods ended September
30, 2010 to the same periods in 2011 because in the third quarter of 2010 we recognized an
income tax gain of $4.6 million due to a reversal of tax valuation allowance related to a
Brazilian subsidiary acquired in 2005 and due to a growth in our Venezuelan taxable income
where the income tax rate is 34% as compared to other locations where we have lower tax
rates. In addition, for the three- and nine-month periods ended September 30, 2011, our
Argentine taxable income has a lower share of the consolidated taxable income when compared
to the same periods in 2010, which results in a higher consolidated tax rate as a
consequence that Argentina has a lower tax rate (as we are
beneficiary of a software development law) compared to other locations. For the
nine-month period ended September 30, 2011, our blended tax rate also grew as a consequence
of certain Brazilian non-deductible losses related to voided and/or overdrawn checks
processed by a MercadoPago payments processor as described in our Sales and Marketing
discussion. Our blended tax rate for the three- and nine periods ended September 30, 2011
compared to the same period of 2010 increased, despite being positively impacted by a $2.0
million reversal of tax valuation allowance related to a Brazilian subsidiary acquired in
2001.
Our effective tax rate decreased from the three- and nine-month periods ended September 30,
2010 to the same periods in 2011 due to our Brazilian business reorganization generated as
part of our tax planning strategy, which permitted us to use tax loss carryforwards in that
country and due to a decrease in the Argentine effective tax rate as described below.
The following table sets forth our effective income tax rate related to our main locations
for the three- and nine-month periods ended September 30, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Three-Month Periods Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate by country |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina |
|
|
15.3 |
% |
|
|
18.5 |
% |
|
|
13.9 |
% |
|
|
16.9 |
% |
Brazil |
|
|
29.2 |
% |
|
|
34.8 |
% |
|
|
26.3 |
% |
|
|
31.0 |
% |
Mexico |
|
|
25.7 |
% |
|
|
35.2 |
% |
|
|
27.9 |
% |
|
|
67.4 |
% |
Venezuela |
|
|
34.8 |
% |
|
|
38.8 |
% |
|
|
35.4 |
% |
|
|
45.2 |
% |
The Companys Argentine subsidiary is a beneficiary of a software development law
granting it a relief of 60% of total income tax determined in each year. Mainly for that
reason, our Argentine operations effective income tax rate for the three- and nine-month
periods ended September 30, 2011 and 2010 are currently lower than the local statutory rate
of 35%. If we had not been granted the Argentine tax holiday, our Argentine effective income
tax rate would have been higher but, in that case, we would have pursued an alternative tax
planning strategy.
47
The decrease in our Argentine operations effective income tax rate period over period is
mainly related to variations in temporary tax differences.
For the three- and nine-month periods ended September 30, 2011, our Brazilian effective
income tax rates are lower than the local statutory rate of 34% mainly because of the
business reorganization generated as part of our tax planning strategy, which permitted us
to use tax loss carryforwards in that country. For the nine-month periods ended September
30, 2010, our Brazilian effective income tax rates are higher than the local statutory rate
as a consequence of variations in both temporary and permanent tax differences. For the
three-month period ended September 30, 2010, our Brazilian effective income tax rate is
lower than the local statutory rate mainly because of a business reorganization generated as
part of our tax planning strategy, which permitted us to use tax loss carryforwards in that
country.
For the three- and nine-month periods ended September 30, 2011, our Mexican effective income
tax rates are lower than the local statutory rate of 30% mainly because of variations in
permanent tax differences. For the three- and nine-month period ended September 30, 2010,
our Mexican effective income tax rate is higher than the local statutory rate mainly as a
consequence of temporary and permanent tax differences.
For the three- and nine-month periods ended September 30, 2011 and 2010, our Venezuelan
effective income tax rates are higher than the local statutory rate mainly due to losses
related to temporary differences generated by the re-measurement of our foreign-currency
position computed for tax purposes that cannot be considered for U.S. GAAP purposes (our
Venezuelan subsidiaries functional currency is the U.S. dollar due to a highly inflationary
environment).
Our effective tax rate reflects the tax effect of significant operations outside the United
States, which are generally taxed at rates lower than the U.S. statutory rate of 35%,
especially in the case of Argentina, where we have significant operations with a low
effective tax as a consequence of an Argentine tax holiday. A future change in the mix of
pretax income from these various tax jurisdictions would impact the Companys periodic
effective tax rate.
We do not expect to have a significant impact in the domestic effective income tax rate
related to dividend distributions from foreign subsidiaries since our strategy is to
reinvest our cash surplus in our international operations, and to distribute dividends when
they can be offset with available tax credits.
Liquidity and Capital Resources
Our main cash requirement historically has been working capital to fund MercadoPago
financing operations in Brazil. We also require cash for capital expenditures relating to
technology infrastructure, software applications, office space and to fund the payment of
quarterly cash dividends on shares of our common stock.
Since our inception, we have funded our operations primarily through contributions received
from our stockholders during the first two years of operations, from funds raised during our
initial public offering, and from cash generated from our operations. We have funded
MercadoPago by discounting credit card receivables, with loans backed with credit card
receivables and through cash advances derived from our business.
At September 30, 2011, our principal source of liquidity was $126.7 million of cash and cash
equivalents and short-term investments and $41.0 million of long-term investments provided
by cash generated from operations. We consider our long-term investments as part of our
liquidity because long-term investments are comprised by available-for-sale securities
classified as long-term as a consequence of their contractual maturities.
The significant components of our working capital are cash and cash equivalents, short-term
investments, accounts receivable, accounts payable and accrued expenses, funds receivable
from and payable to MercadoPago users, and short-term debt. As long as we continue
transferring credit card receivables to financial institutions in return for cash, we will
continue generating cash.
As of September 30, 2011, cash and investments of foreign subsidiaries amount to $138.2
million or 82.4% of our consolidated cash and investments and approximately 58.4% of
consolidated cash and investments are held outside the U.S., mostly in Brazil. Our strategy
is to reinvest our undistributed earnings of our foreign operations in those operations and
to distribute dividends when they can be offset with available tax credits. We do not expect
a material impact in any repatriation of undistributed earnings of foreign subsidiaries on
our operations since the taxable domestic gains generated by any dividend distributions will
be mostly offset with foreign tax credits that arise from income tax paid in our foreign
operations, which we are allowed to compute for domestic income tax purposes.
In the event we change the way we manage our business, the working capital needs could be
funded, as we did in the past, through a combination of the sale of credit card coupons to
financial institutions, loans backed by credit card receivables and cash advances from our
business.
48
The following table presents our cash flows from operating activities, investing activities
and financing activities for the nine-month periods ended September 30, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Period Ended |
|
|
|
September 30, |
|
(In millions) |
|
2011 |
|
|
2010 |
|
|
|
Net cash provided by (used in): |
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
62.3 |
|
|
$ |
42.0 |
|
Investing activities |
|
|
(51.7 |
) |
|
|
(44.8 |
) |
Financing activities |
|
|
(7.1 |
) |
|
|
(2.9 |
) |
Effect of exchange rates on cash and cash equivalents |
|
|
(1.3 |
) |
|
|
0.3 |
|
|
|
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
|
$ |
2.2 |
|
|
$ |
(5.4 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities
Cash provided by operating activities consists of net income adjusted for certain non-cash
items, and the effect of changes in working capital and other activities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Period Ended |
|
|
Change from 2010 to |
|
|
|
September 30, |
|
|
2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash provided by: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
62.3 |
|
|
$ |
42.0 |
|
|
$ |
20.3 |
|
|
|
48.4 |
% |
(*) Percentages have been calculated using whole-dollar amounts rather than rounded amounts that
appear in the table.
The $20.3 million increase in net cash provided by operating activities during the
nine-month period ended September 30, 2011 compared to the same period in 2010 was mainly
attributable to a $15.1 million increase in net income. Additionally, net cash provided by
operating activities was impacted by a $3.2 million increase in changes in other liabilities
in the nine-month period ended September 30, 2011 versus the same period of 2010, a $9.8
million increase in non-cash charges primarily attributable to deferred tax assets and
depreciation and amortization, and a $1.3 million increases in working capital related to
our Payment solution.
These increases in cash provided by operations were partially offset by a $4.5 million
increase in non-cash gains primarily attributable to accrued interest and long term
retention plan compensation costs, a $2.6 million increase in changes in other assets, a $1.6 million
decrease in changes in accounts payable and a $0.2 million increase in changes in accounts receivable.
Net cash used in investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Period Ended |
|
|
Change from 2010 to |
|
|
|
September 30, |
|
|
2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash used in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
$ |
(51.7 |
) |
|
$ |
(44.8 |
) |
|
$ |
(6.9 |
) |
|
|
15.5 |
% |
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts that
appear in the table. |
49
Net cash used in investing activities in the nine-month period ended September 30, 2011
resulted mainly from purchases of investments for $297.6 million. During the nine-month
period ended September 30, 2011, the increase in cash used in investment activities was
partially offset by proceeds from the sale and maturity of $268.5 million of investments as
part of our financial strategy. Additionally, we used $22.7 million of cash in the
nine-month period ended September 30, 2011 to make capital expenditures related to (a) the
purchase of a new office in Venezuela for approximately $6.6 million and (b) the purchase of
the 60% outstanding membership interests of Autoplaza.com for approximately $5.5 million (c)
technological equipment, software licenses, new office space in Argentina and office
equipment in Brazil, Colombia and Mexico.
As of September 30, 2010, net cash used in investing activities resulted primarily from
purchases of investments for $85.3 million. Additionally, in the nine-month period ended
September 30, 2010, we used $10.6 million of cash for capital expenditures related to
technological equipment, software licenses and, to a lesser degree, office equipment. During
the nine-month period ended September 30, 2010, the increase in cash used in investment
activities was partially offset by proceeds from the sale and maturity of $51.1 million of
investments as part of our financial strategy.
Net cash used in financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Change from 2010 to |
|
|
|
September 30, |
|
|
2011 (*) |
|
|
|
2011 |
|
|
2010 |
|
|
in Dollars |
|
|
in % |
|
|
|
(in millions, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash used in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
$ |
(7.1 |
) |
|
$ |
(2.9 |
) |
|
$ |
(4.2 |
) |
|
|
144.8 |
% |
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts that
appear in the table. |
For the nine-month period ended September 30, 2011, our primary use of cash was to fund
the $7.1 million quarterly cash dividends paid on April 15, 2011 and July, 15 2011. For the
nine-month period ended September 30, 2010, our primary use of cash for financing activities
was a reduction in short term debt as we paid $3.0 million of notes outstanding which were
issued in connection with the DeRemate acquisition.
In the event that we decide to pursue strategic acquisitions in the future, we may fund them
with available cash, third party debt financing, or by raising equity capital, as market
conditions allow.
Debt
As of September 30, 2011, the Company recorded $3.5 million of dividends payable to its
stockholders. In addition, as of September 30, 2011, our outstanding debt of $0.3 million is
related to Argentine car lease contracts. See Contractual obligations below for more
information.
Cash Dividends
In September 2011, our board of directors declared our third quarterly cash dividend in our
history of $3.5 million on our outstanding shares of common stock. The dividend was paid on
October 12, 2011 to stockholders of record as of the close of business on September 30,
2011. We currently expect to continue paying comparable cash dividends on a quarterly basis.
However, any future determination as to the declaration of dividends on our common stock
will be made at the discretion of our board of directors.
Capital expenditures
Our capital expenditures increased by 12.1 million to 22.7 million for the nine-month period
ended September 30, 2011 as compared to $10.6 million for the same period in 2010, mainly
due to the acquisition of a new office property located in Caracas, Venezuela for
approximately $6.6 million, due to a $5.5 million that we recorded as payment for the 60% of
Autoplaza acquisition, as described above in the sections Liquidity and Capital resources
and Net cash used in investing activities and due to information technology investments
made during the nine-month period ended September 30, 2011. The Company increased the level
of investment on hardware and software licenses necessary to improve and update the
technology of our platform, cost of computer software developed internally and office
equipment for new office space in Argentina, Brazil and Mexico. We anticipate continued
investments in capital
expenditures related to information technology in the future as we strive to maintain our
position in the Latin American e-commerce market.
We believe that our existing cash and cash equivalents, including the sale of credit card
receivables and cash generated from operations will be sufficient to fund our operating
activities, property and equipment expenditures and to pay or repay obligations going
forward.
Off-balance sheet arrangements
At September 30, 2011, we had no off-balance sheet arrangements that have, or are reasonably
likely to have, a current or future material effect on our consolidated financial condition,
results of operations, liquidity, capital expenditures or capital resources.
Recent Accounting Pronouncements
Presentation of Comprehensive Income
On June 16, 2011 the Financial Accounting Standards Board (FASB) issued an amendment to
disclosures about the presentation of the comprehensive income in the financial statements.
The new guidance provides two ways to present the components of the comprehensive income, in
either (a) a continuous statement of comprehensive income, or (b) two separate but
consecutive statements. The amended disclosures about the presentation of the comprehensive
income in the financial statements are effective for fiscal years, and interim periods
within those years, beginning after December 15, 2011. The Company does not expect to have a
significant impact on the presentation of the consolidated financial statements.
50
Fair value measurement and disclosure
In May 2011, the FASB issued new accounting guidance that amends some fair value measurement
principles and it expands the ASC 820 existing disclosure requirements for fair value
measurements. The new guidance states that the concepts of highest and best use and
valuation premise are only relevant when measuring the fair value of nonfinancial assets and
prohibits the grouping of financial instruments for purposes of determining their fair
values when the unit of account is specified in other guidance. We will adopt this
accounting standard upon its effective date for periods beginning on or after December 15,
2011, and do not anticipate that this adoption will have a significant impact on our
financial position or results of operations.
Goodwill Impairment Test
On September 15, 2011, the Financial Accounting Standards Board (FASB) issued an amendment
to the guidance on testing goodwill for impairment. Under the revised guidance, entities
testing goodwill for impairment have the option of performing a qualitative assessment
before calculating the fair value of the reporting unit (i.e., step 1 of the goodwill
impairment test). If entities determine, on the basis of qualitative factors, that the fair
value of the reporting unit is more likely than not less than the carrying amount, the
two-step impairment test would be required. The accounting standard update does not change
how goodwill is calculated or assigned to reporting units, nor does it revise the
requirement to test goodwill annually for impairment. In addition, it does not amend the
requirement to test goodwill for impairment between annual tests if events or circumstances
warrant; however, it does revise the examples of events and circumstances that an entity
should consider. The amendments are effective for annual and interim goodwill impairment
tests performed for fiscal years beginning after December 15, 2011 and early adoption is
permitted. The Company expects to adopt this new guidance for its financial statements
related to the fiscal year ending December 31, 2011.
Contractual obligations
We have certain fixed contractual obligations and commitments that include future estimated
Payments. Changes in our business needs, cancellation provisions and other factors may
result in actual Payments differing materially from the estimates. We cannot provide
certainty regarding the timing and amount of Payments. Below is a summary of the most
significant assumptions used in our determination of amounts presented in the table.
Contractual obligations at September 30, 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment due by period |
|
|
|
|
|
|
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
More than |
|
(in millions) |
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
Capital lease obligations (1) |
|
$ |
0.3 |
|
|
$ |
0.1 |
|
|
$ |
0.2 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations (2) |
|
|
3.5 |
|
|
|
0.5 |
|
|
|
2.2 |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligations |
|
|
4.3 |
|
|
|
3.5 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8.1 |
|
|
$ |
4.1 |
|
|
$ |
3.2 |
|
|
$ |
0.7 |
|
|
$ |
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On February 22, 2010, our Argentine subsidiary signed a Company Car Lease contract to buy 12
cars for certain employees of the Company. The total lease contract amounts to $0.4 millions and matures
in January, 2013. |
|
|
|
In addition, during September of 2011, the Company signed another lease contract to buy 8 cars
for certain employees of the Company. The total lease contract amounts to $0.2 millions and
matures in September, 2014. |
|
(2) |
|
Include leases of office spaces. |
We have leases for office space in certain countries in which we operate and leases for
Company cars in Argentina. These are our only operating leases. Purchase obligation amounts
include minimum purchase commitments for advertising, capital expenditures (technological
equipment and software licenses) and other goods and services that were entered into in the
ordinary course of business. We have developed estimates to project payment obligations
based upon historical trends, when available, and our anticipated future obligations. Given
the significance of performance requirements within our advertising and other arrangements,
actual Payments could differ significantly from these estimates.
|
|
|
Item 3 |
|
Qualitative and Quantitative Disclosure About Market Risk |
We are exposed to market risks arising from our business operations. These market risks
arise mainly from the possibility that changes in interest rates and the U.S. dollar
exchange rate with local currencies, particularly the Brazilian Real due to Brazils share
of our revenues, may affect the value of our financial assets and liabilities.
51
Foreign currencies
At September 30, 2011, we hold cash and cash equivalents in local currencies in our
subsidiaries, and have receivables denominated in local currencies in all of our operations.
Our subsidiaries generate revenues and incur most of their expenses in local currency. As a
result, our subsidiaries use their local currency as their functional currency, except for
our Venezuelan subsidiaries whose functional currency is the U.S. dollar due to a highly
inflationary environment. At September 30, 2011, the total cash and cash equivalents
denominated in foreign currencies totaled $31.6 million, short-term investments denominated
in foreign currencies totaled $65.5 million and accounts receivable and funds receivable
from customers in foreign currencies totaled $28.4 million. As of September 30, 2011, we
have no long-term investments denominated in foreign currencies. To manage exchange rate
risk, our treasury policy is to transfer most cash and cash equivalents in excess of working
capital requirements into dollar-denominated accounts in the United States. At September 30,
2011, our dollar-denominated cash and cash equivalents and short-term investments totaled
$29.6 million and our dollar-denominated long-term investments totaled $41.0 million. For
the three- and nine-month periods ended September 30, 2011, we obtained foreign currency
gains in the amount of $3.3 million and $2.1 million, respectively, as the cash and
investment balances of the subsidiaries held in U.S. dollars appreciated in local current
terms. (See Management Discussion and Analysis of Financial Condition and Results of
Operations Results of operations for the three-month period ended September 30, 2011
compared to three-month period ended September 30, 2010 and the nine-month period ended
September 30, 2011 compared to the nine-month period ended September 30, 2010 Other income
(expenses) for more information).
In accordance with U.S. GAAP, we have transitioned our Venezuelan operations to highly
inflationary status as of January 1, 2010 and have been using the U.S. dollar as the
functional currency for these operations since then. In accordance with U.S. GAAP,
translation adjustments for prior periods were not removed from equity and the translated
amounts for nonmonetary assets at December 31, 2010 become the accounting basis for those
assets. Monetary assets and liabilities in Bolivares Fuertes were re-measured to the U.S.
dollar at the closing parallel exchange rate and the results of the operations in Bolivares
Fuertes were re-measured to the U.S. dollar at the average monthly parallel exchange rate.
During 2010 and previous years we were able to obtain U.S. dollars using alternative
mechanisms other than the Venezuelan Commission of Foreign Exchange Administration
(CADIVI). These dollars, obtained at a higher exchange rate than the one offered by
CADIVI, and held in balance at U.S. bank accounts of our Venezuelan subsidiaries, were used
for dividend distributions from our Venezuelan subsidiary. As a result, during 2010, lack of
CADIVI approval did not restrict our ability to distribute the full amount of our retained
earnings as dividends related to fiscal years 2008 ($0.8 million), and 2009 ($1.8 million).
In addition, during 2011, our Venezuelan subsidiary distributed dividends related to
earnings for fiscal year 2010, using existing cash balances held in the U.S. bank accounts
for a $4.2 million.
Net assets of our Venezuelan subsidiary amount to approximately 8.0% of our consolidated net
assets, and cash and investments of our Venezuelan subsidiary held in local currency in
Venezuela amount only to approximately 5.2% of our consolidated cash and investments.
Although, the current mechanisms available to obtain U.S. dollars for dividends
distributions to shareholders outside Venezuela imply increased restrictions, the Company
does not expect that the current restrictions to purchase dollars have a significant adverse
effect on its business plans with regard to the investment in Venezuela.
If the U.S. dollar weakens against foreign currencies, the translation of these
foreign-currency-denominated transactions will result in increased net revenues, operating
expenses, and net income while the re-measurement of our net asset position in U.S. dollars
will have a negative impact in our Statement of Income. Similarly, our net revenues,
operating expenses and net income will decrease if the U.S. dollar strengthens against
foreign currencies, while the re-measurement of our net asset position in U.S. dollars will
have a positive impact in our Statement of Income.
The following table sets forth the percentage of consolidated net revenues by segment
for the three-and nine-month periods ended September 30, 2011 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Month Periods Ended |
|
|
Three-Month Periods Ended |
|
|
|
September 30, |
|
|
September 30, |
|
(% of total consolidated net revenues) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Brazil |
|
|
56.8 |
% |
|
|
57.1 |
% |
|
|
56.4 |
% |
|
|
55.5 |
% |
Argentina |
|
|
18.3 |
|
|
|
18.5 |
|
|
|
19.4 |
|
|
|
19.3 |
|
Venezuela |
|
|
10.8 |
|
|
|
8.9 |
|
|
|
11.1 |
|
|
|
10.3 |
|
Mexico |
|
|
7.6 |
|
|
|
9.0 |
|
|
|
6.9 |
|
|
|
8.4 |
|
Other Countries |
|
|
6.5 |
|
|
|
6.5 |
|
|
|
6.2 |
|
|
|
6.5 |
|
|
|
|
(*) |
|
Percentages have been calculated using whole-dollar amounts rather than rounded amounts
that appear in the table. |
|
|
|
The table above may not total due to rounding. |
52
|
|
The table below shows the impact on our net revenues, expenses, other income and income
tax, net income and shareholders equity for a positive or negative 10% fluctuation on all
the foreign currencies to which we are exposed as of September 30, 2011 and for the
nine-month period ended September 30, 2011: |
Foreign Currency Sensitivity Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
-10% |
|
|
Actual |
|
|
+10% |
|
|
|
(1) |
|
|
|
|
|
(2) |
|
Net revenues |
|
$ |
236.0 |
|
|
$ |
212.5 |
|
|
$ |
193.3 |
|
Expenses |
|
|
(157.3 |
) |
|
|
(141.7 |
) |
|
|
(128.9 |
) |
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
78.7 |
|
|
|
70.8 |
|
|
|
64.4 |
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) and income tax
related to P&L items |
|
|
(19.5 |
) |
|
|
(17.6 |
) |
|
|
(16.2 |
) |
Foreign Currency impact related to the remeasurement
of our Net Asset position |
|
|
(1.7 |
) |
|
|
2.1 |
|
|
|
5.2 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
57.5 |
|
|
$ |
55.2 |
|
|
$ |
53.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
$ |
219.9 |
|
|
$ |
207.9 |
|
|
$ |
204.6 |
|
|
|
|
|
|
|
|
|
|
|
(1) Appreciation of the subsidiaries local currency against U.S. Dollar
(2) Depreciation of the subsidiaries local currency against U.S. Dollar
The table above does not total due to rounding
The table above shows an increase in our net income when the U.S. dollar weakens against
foreign currencies because the re-measurement of our net asset position in U.S. dollars has
a lesser impact than the increase in net revenues, operating expenses, and other income
(expenses) and income tax lines related to the translation effect. Similarly, the table
above shows a decrease in our net income when the U.S. dollar strengthens against foreign
currencies because the re-measurement of our net asset position in U.S. dollars has a lesser
impact than the decrease in net revenues, operating expenses, and other income (expenses)
and income tax lines related to the translation effect.
In the past we have entered into transactions to hedge portions of our foreign currency
translation exposure but during 2011 we have not entered into any such agreement.
Interest
Our earnings and cash flows are also affected by changes in interest rates. These changes
can have an impact on the interest rate that the financial institutions charge us when we sell our MercadoPago
receivables. At September 30, 2011, MercadoPagos funds receivable from customers totaled
approximately $13.2 million. Interest fluctuations could also negatively affect certain of
our fixed rate and floating rate investments comprised primarily of time deposits, money
market funds, investment grade corporate debt securities, and sovereign debt securities.
Investments in both fixed rate and floating rate interest earning products carry a degree of
interest rate risk. Fixed rate securities may have their fair market value adversely
impacted due to a rise in interest rates, while floating rate securities may produce less
income than predicted if interest rates fall.
Under our current policies, we do not use interest rate derivative instruments to manage
exposure to interest rate changes. As of September 30, 2011, the average duration of our
available for sale securities, defined as the approximate percentage change in price for a
100-basis-point change in yield, is 3.04%. If interest rates were to instantaneously
increase (decrease) by 100 basis points, the fair market value of our available for sale
securities as of September 30, 2011 could decrease (increase) by approximately $1.3 million.
Our short-term and long-term investments, which are classified on our balance sheet as
current assets in the amount of $67.6 million and as non-current assets in the amount of
$41.0 million, respectively, can be readily converted at any time into cash or into
securities with a shorter remaining time to maturity. We determine the appropriate
classification of our investments at the time of purchase and re-evaluate such designations
as of each balance sheet date.
Equity Price Risk
Our board of directors adopted the 2009, 2010 and 2011 long-term retention plan (the 2009,
2010 and 2011 LTRP) payable as follows:
|
|
|
eligible employees will receive a fixed cash payment equal
to 6.25% of his or her 2009 and/or 2010 and/or 2011 LTRP
bonus once a year for a period of eight years starting in
2010 and/or 2011 and/or 2012 (the 2009, 2010 and 2011
Annual Fixed Payment); and |
|
|
|
|
on each date we pay the Annual Fixed Payment to an eligible
employee, he or she will also receive a cash payment (the
2009, 2010 and 2011 Variable Payment) equal to the
product of (i) 6.25% of the applicable 2009 and/or 2010
and/or 2011 LTRP bonus and (ii) the quotient of (a) divided
by (b), where (a), the numerator, equals the Applicable
Year Stock Price (as defined below) and (b), the
denominator, equals the 2008, 2009 and 2010 Stock Price,
defined as $13.81, $45.75 and $65.41 for the 2009, 2010 and
2011 LTRP, respectively, which was the average closing
price of the Companys common stock on the NASDAQ Global
Market during the final 60 trading days of 2008, 2009 and
2010, respectively. The Applicable Year Stock Price shall
equal the average closing price of the Companys common
stock on the NASDAQ Global Market during the final 60
trading days of the year preceding the applicable payment
date. |
53
The 2009, 2010 and 2011 variable payment LTRP liability subjects us to equity price risk. At
September 30, 2011, the total contractual obligation fair value of our 2009, 2010 and 2011
Variable Payment LTRP liability amounts to $11.2 million. As of September 30, 2011, the
accrued liability related to the 2009, 2010 and 2011 Variable Payment portion of the LTRP
included in Social security payable in our condensed consolidated balance sheet amounts to
$4.5 million. The following table shows a sensitivity analysis of the risk associated with
our total contractual obligation related to the 2009, 2010 and 2011 Variable Payment if our
stock price were to increases or decreases by up to 40%.
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2011 |
|
|
|
MercadoLibre, Inc |
|
|
2009, 2010 and 2011 variable |
|
(In US dollars) |
|
Equity Price |
|
|
payment LTRP liability |
|
Change in equity price in percentage |
|
|
|
|
|
|
|
|
40% |
|
|
96.52 |
|
|
|
15,749,094 |
|
30% |
|
|
89.62 |
|
|
|
14,624,159 |
|
20% |
|
|
82.73 |
|
|
|
13,499,224 |
|
10% |
|
|
75.83 |
|
|
|
12,374,288 |
|
Static (*) |
|
|
68.94 |
|
|
|
11,249,353 |
|
-10% |
|
|
62.05 |
|
|
|
10,124,418 |
|
-20% |
|
|
55.15 |
|
|
|
8,999,482 |
|
-30% |
|
|
48.26 |
|
|
|
7,874,547 |
|
-40% |
|
|
41.36 |
|
|
|
6,749,612 |
|
|
|
|
(*) |
|
Average closing stock price for the last 60 trading days of the closing date |
|
|
|
Item 4 |
|
Controls and Procedures |
We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as
amended (the Exchange Act) is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commissions rules and forms, and that such
information is accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.
Evaluation of disclosure controls and procedures
Based on the evaluation of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) required by Exchange Act Rules 13a-15(b) or 15d-15(b),
our chief executive officer and our chief financial officer have concluded that, as of the
end of the period covered by this report, our disclosure controls and procedures were
effective.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is
defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three-month
period ended September 30, 2011 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
|
|
|
Item 1 |
|
Legal Proceedings |
From time to time, we are involved in disputes that arise in the ordinary course of our
business. The number and significance of these disputes is increasing as our business
expands and our company grows. Any claims against us, whether meritorious or not, may be
time consuming, result in costly litigation, require significant amounts of management time,
result in the diversion of significant operational resources or require expensive
implementations of changes to our business methods to respond to these claims. See Item
1ARisk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31,
2010 as filed with the Securities and Exchange Commission on February 25, 2011, for
additional discussion of the litigation and regulatory risks facing our company.
As of September 30, 2011, our total reserves for proceeding-related contingencies were
approximately $1.7 million to cover legal actions against us in which we have determined
that a loss is probable. The proceeding-related reserve is based on developments to date and
historical information related to actions filed against our company. We do not reserve for
losses we determine to be possible or remote.
As of September 30, 2011, there were 343 lawsuits pending against our Brazilian subsidiary in
the Brazilian ordinary courts. In addition, as of September 30, 2011, there were 1,759 lawsuits pending against our Brazilian subsidiary in the Brazilian consumer courts,
where no lawyer is required to file or pursue a claim. In most of these cases, the plaintiffs
asserted that we were responsible for fraud committed against them, or responsible for
damages suffered when purchasing an item on our website, when using MercadoPago, or when we
invoiced them. We believe we have meritorious defenses to these claims and intend to continue
defending them.
54
We have described below material developments that occurred during the quarter ended
September 30, 2011 to pending legal proceedings which we have determined may be material to
our business, all of which have been previously disclosed in our Annual Report on Form 10-K.
We have excluded ordinary routine legal proceedings incidental to our business. In each of
these proceedings we also believe we have meritorious defenses, and intend to continue
defending these actions. We have established a reserve for those proceedings which we have
considered that a loss is probable.
City of São Paulo Tax Claim
On September 13, 2007, the Company paid to tax authorities in São Paulo, Brazil approximately
$1.1 million, consisting of $1.0 million in accrued taxes and $0.1 million in fines, related
to its Brazilian subsidiarys activities in São Paulo for the period 2002 through 2004. The
Company had reserved approximately $1.1 million against these taxes as of December 31, 2006
so no additional provision was recorded for the payment. São Paulo tax authorities have also
asserted taxes and fines against us relating to the period from 2005 to 2007 in an
approximate additional amount of $5.9 million according to the exchange rate at that time. In
January 2005, the Brazilian subsidiary had moved its operations to Santana de Parnaíba City,
Brazil and began paying taxes to that jurisdiction, therefore the Company believes it has
strong defenses to the claims of the São Paulo authorities with respect to this period. On
August 31, 2007, the Company presented administrative defenses against the authorities
claim. On September, 12, 2009 the tax authorities ruled against the Brazilian subsidiary. On
October 13, 2009, the Company presented an appeal to the Conselho Municipal de Tributos or
São Paulo Municipal Council of Taxes which reduced the fine. On February 11, 2011 the Company
appealed this decision to the Câmaras Reunidas do Egrégio Conselho Municipal de Tributos
(Superior Chamber of the São Paulo Municipal Council of Taxes) which maintained the reduction
of the infraction to approximately $5.1 million including surcharges and interest. With this
decision the administrative stage is finished. On August 15, 2011, the Company made a deposit
in court of approximately R$9.5 million or $5.1 million, according to the exchange rate at
September 30, 2011, and filed a lawsuit in 8th Public Treasury Court of the County of São
Paulo, State of São Paulo, Brazil in order to contest the taxes and fines asserted by the Tax
Authorities. As of the date of this report, the Company believes the risk of loss is remote,
and as a result, has not established a reserve against this claim.
Brazilian Federal Tax Claims
On September 2, 2011, the Brazilian Federal tax authority have asserted taxes and fines
against our Brazilian subsidiary relating to the Income Tax for the period of 2006 in an
approximate amount of R$5.1 million or $2.8 million, according to the exchange rate at
September 30, 2011. On September 30, 2011 the Company presented administrative defenses
against the authorities claim. The Companys management and its legal advisors believe
that the risk of loss is remote, and as a result, has not reserved any provisions for
this claim.
State of São Paulo Customer Service Level Claim
On September 1, 2010, a state prosecutor of the State of São Paulo, Brazil presented a claim
against the Companys Brazilian subsidiary. The state prosecutor alleges that the Brazilian
subsidiary should improve its customer service level and provide (among other things) a
telephone number for customer support. On November 17, 2010, the Judge of the first instance
court granted an injunction against the Brazilian subsidiary imposing the obligation to
provide customer service over telephone means within 60 days with a penalty of approximately
$65,000 per day of non-compliance. On April 8, 2011, the Company was summoned of the lawsuit
and the injunction. On April 14, 2011, the Company presented recourse to the lower court;
even though, the injunction was not lifted, an extension of 30 days was granted, and the
non-compliance fine would start running as of July 11, 2011. On April 20, 2011, the Company
presented an appeal and requested to suspend the effects of the injunction issued by the
lower court until the appeal is decided by State Court of Appeals which was granted on May 4, 2011.
State of Rio de Janeiro Fraud Claim
On April 15, 2011, a state prosecutor of the State of Rio de Janeiro, Brazil presented a
claim against the Brazilian subsidiary. The state prosecutor requests several clauses of the
Terms of Service of the Website shall be considered null and void. The prosecutor alleges
that the Brazilian subsidiary should be held liable for any fraud committed by sellers on the
Brazilian version of the
Companys website, or responsible for damages suffered by buyers when purchasing an item on
the Brazilian version of the MercadoLibre website. On May 5, 2011, the Lower Court Judge
granted an injunction in favor of the State of Rio de Janeiro prosecutor, declaring that
several clauses in the Terms of Service of the Website that limit the responsibility of the
Brazilian subsidiary shall be considered null and void and ordered the Brazilian subsidiary
to remove them, with a penalty of approximately $640 per day of non-compliance, according to
the exchange rate at that moment. On July 8, 2011 the Company presented a recourse to the
lower court requesting a suspension of the effects of the injunction. On July 13, 2011 the
lower Court Judge suspended the injunction and set a hearing on July 20, 2011, however no
settlement was reached by the parties on the hearing. The Company presented its defense on
July 25, 2011. On August 30, 2011 the case was settled with no financial or legal liability
of the Company. By the settlement, the Brazilian subsidiary agreed to adjust some clauses of
the General Terms and Conditions of Use from the Brazilian website. The settlement was
homologated on September 15, 2011.
55
Intellectual Property Claims
In the past third parties have from time to time claimed, and others may claim in the future,
that we have infringed their intellectual property rights. We have been notified of several
potential third-party claims for intellectual property infringement through our website.
These claims, whether meritorious or not, are time consuming, can be costly to resolve, could
cause service upgrade delays, and could require expensive implementations of changes to our
business methods to respond to these claims. See Item 1A Risk factorsRisks related to our
businessWe could potentially face legal and financial liability for the sale of items that
infringe on the intellectual property rights of others and for information disseminated on
the MercadoLibre marketplace.
In addition to the risk factors disclosed in Part I Item 1A Risk Factors of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2010, we have set forth below
additional risk factors we believe are applicable to our business. The following risk factors
update and supersede risk factors in our Annual Report to the extent of any inconsistency.
Concerns regarding downgrade of the U.S. credit rating and the sovereign debt crisis in
Europe could have a material adverse effect on our business, financial condition and
liquidity.
On August 5, 2011, Standard & Poors lowered its long term sovereign credit rating on the
United States of America from AAA to AA+. While U.S. lawmakers reached agreement to raise
the federal debt ceiling on August 2, 2011, the downgrade reflected Standard & Poors view
that the fiscal consolidation plan within that agreement fell short of what would be
necessary to stabilize the U.S. governments medium term debt dynamics. This downgrade could
have material adverse impacts on financial markets and economic conditions in the United
States and throughout the world and, in turn, the markets anticipation of these impacts
could have a material adverse effect on our business, financial condition and liquidity. In
particular, it could disrupt payment systems, money markets, long-term or short-term fixed
income markets, foreign exchange markets, commodities markets and equity markets and
adversely affect the cost and availability of funding and certain impacts, such as increased
spreads in money market and other short term rates, have been experienced already. Because
of the unprecedented nature of negative credit rating actions with respect to U.S.
government obligations, the ultimate impacts on global markets and our business, financial
condition and liquidity are unpredictable and may not be immediately apparent.
In addition, global markets and economic conditions have been negatively impacted by the
ability of certain European Union (EU) member states to service their sovereign debt
obligations. The continued uncertainty over the outcome of the EU governments financial
support programs and the possibility that other EU member states may experience similar
financial troubles could further disrupt global markets. In particular, it has and could in
the future disrupt equity markets and result in volatile bond yields on the sovereign debt
of EU members. These factors could have an adverse effect on our business, financial
condition and liquidity.
|
|
|
|
|
|
31.1 |
|
|
Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rule 13a-14, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|
|
|
|
|
|
31.2 |
|
|
Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rule 13a-14, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|
|
|
|
|
|
32.1 |
|
|
Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.** |
|
|
|
|
|
|
32.2 |
|
|
Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.** |
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document*** |
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document*** |
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document*** |
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document*** |
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document*** |
|
|
|
* |
|
Filed herewith |
|
** |
|
Furnished herewith |
|
*** |
|
XBRL information is furnished and not filed or a part of a registration statement or
prospectus for purposes of sections 11 or 12 of the Securities and Exchange Act of 1933,
is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934,
and otherwise is not subject to liability under these sections. |
56
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
MERCADOLIBRE, INC.
|
|
|
Registrant
|
|
Date: November 4, 2011 |
By: |
/s/ Marcos Galperín
|
|
|
|
Marcos Galperín |
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
By: |
/s/ Pedro Arnt
|
|
|
|
Pedro Arnt |
|
|
|
Executive Vice President and Chief
Financial Officer |
|
57
MercadoLibre, Inc.
INDEX TO EXHIBITS
|
|
|
|
|
|
31.1 |
|
|
Certification of Chief Executive Officer
pursuant to Securities Exchange Act Rule
13a-14, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.* |
|
|
|
|
|
|
31.2 |
|
|
Certification of Chief Financial Officer
pursuant to Securities Exchange Act Rule
13a-14, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.* |
|
|
|
|
|
|
32.1 |
|
|
Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.** |
|
|
|
|
|
|
32.2 |
|
|
Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.** |
|
|
|
* |
|
Filed herewith |
|
** |
|
Furnished herewith |
58