Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 03, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | MERCADOLIBRE INC | |
Entity Central Index Key | 1,099,590 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 44,157,341 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 187,995 | $ 166,881 |
Short-term investments | 283,650 | 202,112 |
Accounts receivable, net | 31,086 | 28,428 |
Credit cards receivables, net | 226,818 | 131,946 |
Prepaid expenses | 6,299 | 6,007 |
Inventory | 1,388 | 222 |
Other assets | 21,871 | 9,577 |
Total current assets | 759,107 | 545,173 |
Non-current assets: | ||
Long-term investments | 155,178 | 187,621 |
Property and equipment, net | 121,006 | 81,633 |
Goodwill | 94,493 | 86,545 |
Intangible assets, net | 27,725 | 28,991 |
Deferred tax assets | 44,066 | 29,688 |
Other assets | 54,482 | 43,955 |
Total non-current assets | 496,950 | 458,433 |
Total assets | 1,256,057 | 1,003,606 |
Current liabilities: | ||
Accounts payable and accrued expenses | 95,970 | 62,038 |
Funds payable to customers | 313,837 | 203,247 |
Salaries and social security payable | 43,676 | 32,918 |
Taxes payable | 27,810 | 10,092 |
Loans payable and other financial liabilities | 6,077 | 1,965 |
Other liabilities | 2,319 | 7,667 |
Dividends payable | 6,624 | 4,548 |
Total current liabilities | 496,313 | 322,475 |
Non-current liabilities: | ||
Salaries and social security payable | 14,801 | 10,422 |
Loans payable and other financial liabilities | 299,472 | 294,342 |
Deferred tax liabilities | 36,070 | 27,049 |
Other liabilities | 14,414 | 9,860 |
Total non-current liabilities | 364,757 | 341,673 |
Total liabilities | 861,070 | 664,148 |
Equity: | ||
Common stock, $0.001 par value, 110,000,000 shares authorized, 44,157,341 and 44,156,854 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 44 | 44 |
Additional paid-in capital | 137,979 | 137,923 |
Retained earnings | 505,915 | 440,770 |
Accumulated other comprehensive loss | (248,951) | (239,279) |
Total Equity | 394,987 | 339,458 |
Total Liabilities and Equity | $ 1,256,057 | $ 1,003,606 |
Interim Condensed Consolidated3
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Interim Condensed Consolidated Balance Sheets [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, shares issued | 44,157,341 | 44,156,854 |
Common stock, shares outstanding | 44,157,341 | 44,156,854 |
Interim Condensed Consolidated4
Interim Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Interim Condensed Consolidated Statements of Income [Abstract] | ||||
Net revenues | $ 230,847 | $ 168,641 | $ 588,121 | $ 471,058 |
Cost of net revenues | (85,199) | (56,813) | (213,993) | (151,832) |
Gross profit | 145,648 | 111,828 | 374,128 | 319,226 |
Operating expenses: | ||||
Product and technology development | (26,066) | (17,042) | (72,223) | (53,927) |
Sales and marketing | (39,723) | (31,125) | (107,743) | (86,442) |
General and administrative | (26,150) | (18,381) | (64,061) | (57,127) |
Impairment of Long-Lived Assets | (13,717) | (16,226) | ||
Total operating expenses | (91,939) | (66,548) | (257,744) | (213,722) |
Income from operations | 53,709 | 45,280 | 116,384 | 105,504 |
Other income (expenses): | ||||
Interest income and other financial gains | 9,892 | 5,777 | 25,192 | 14,768 |
Interest expense and other financial losses | (6,492) | (6,011) | (18,807) | (16,162) |
Foreign currency (loss) gain | (4,823) | 2,570 | (5,062) | (6,647) |
Net income before income / asset tax expense | 52,286 | 47,616 | 117,707 | 97,463 |
Income / asset tax expense | (13,374) | (1,976) | (32,690) | (30,639) |
Net income | $ 38,912 | $ 45,640 | $ 85,017 | $ 66,824 |
Basic EPS | ||||
Basic net income Shareholders per common share | $ 0.88 | $ 1.03 | $ 1.93 | $ 1.51 |
Weighted average of outstanding common shares | 44,157,341 | 44,155,830 | 44,157,215 | 44,155,303 |
Diluted EPS | ||||
Diluted net income shareholders per common share | $ 0.88 | $ 1.03 | $ 1.93 | $ 1.51 |
Weighted average of outstanding common shares | 44,157,341 | 44,155,830 | 44,157,215 | 44,155,303 |
Cash Dividends declared | $ 0.150 | $ 0.103 | $ 0.450 | $ 0.309 |
Interim Condensed Consolidated5
Interim Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Interim Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income | $ 38,912 | $ 45,640 | $ 85,017 | $ 66,824 |
Other comprehensive (loss) income, net of income tax: | ||||
Currency translation adjustment | (2,974) | (22,127) | (11,056) | (46,054) |
Unrealized net gains (losses) on available for sale investments | 1,106 | (11) | 712 | (38) |
Less: Reclassification adjustment for losses on available for sale investments | (672) | (379) | ||
Net change in accumulated other comprehensive loss, net of income tax | (1,868) | (22,138) | (9,672) | (45,713) |
Total Comprehensive Income (loss) | $ 37,044 | $ 23,502 | $ 75,345 | $ 21,111 |
Interim Condensed Consolidated6
Interim Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operations: | ||
Net income | $ 85,017 | $ 66,824 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Unrealized Devaluation Loss, net | 5,162 | 6,080 |
Impairment of Long-Lived Assets | 13,717 | 16,226 |
Depreciation and amortization | 20,698 | 16,956 |
Accrued interest | (12,643) | (9,311) |
Non cash interest and convertible bonds amortization of debt discount and amortization of debt issuance costs | 9,122 | 12,917 |
LTRP accrued compensation | 19,251 | 8,032 |
Deferred income taxes | (5,895) | 6,206 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,409) | (50,105) |
Credit Card Receivables | (92,811) | (122,328) |
Prepaid expenses | (272) | (4,922) |
Inventory | (1,048) | (169) |
Other assets | (15,865) | (13,089) |
Accounts payable and accrued expenses | 13,852 | 66,898 |
Funds payable to customers | 100,322 | 100,938 |
Other liabilities | 136 | 2,226 |
Interest received from investments | 11,348 | 7,900 |
Net cash provided by operating activities | 147,682 | 111,279 |
Cash flows from investing activities: | ||
Purchase of investments | (2,548,060) | (1,435,655) |
Proceeds from sale and maturity of investments | 2,525,118 | 1,424,150 |
Payment for acquired businesses, net of cash acquired | (7,284) | (45,009) |
Purchases of intangible assets | (49) | (1,502) |
Advance for property and equipment | (6,129) | (17,779) |
Purchases of property and equipment | (55,510) | (19,063) |
Net cash used in investing activities | (91,914) | (94,858) |
Cash flows from financing activities: | ||
Proceeds from loans payable and other financial liabilities | 3,892 | 5,015 |
Payments on loans payable and other financing | (6,492) | (4,622) |
Dividends paid | (17,795) | (16,426) |
Repurchase of Common Stock | (2,714) | |
Net cash used in financing activities | (20,395) | (18,747) |
Effect of exchange rate changes on cash and cash equivalents | (14,259) | (47,794) |
Net increase (decrease) in cash and cash equivalents | 21,114 | (50,120) |
Cash and cash equivalents, beginning of the period | 166,881 | 223,144 |
Cash and cash equivalents, end of the period | $ 187,995 | $ 173,024 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2016 | |
Nature of Business [Abstract] | |
Nature of Business | 1. Nature of Business MercadoLibre, Inc. (“MercadoLibre” or the “Company”) was incorporated in the state of Delaware, in the United States of America in October 1999. MercadoLibre is the leading ecommerce company in Latin America, serving as an integrated regional platform and as an enabler of the necessary online and technology tools to allow businesses and individuals to trade products and services in the region. The Company enables commerce through its marketplace platform (including online classifieds for motor vehicles, vessels, aircraft, services and real estate), which allows users to buy and sell in most of Latin America. Through MercadoPago, MercadoLibre enables individuals and businesses to send and receive online payments; through MercadoEnvios, MercadoLibre facilitates the shipping of goods from sellers to buyers; through MercadoClics and other ad-sales products, MercadoLibre facilitates advertising services to large retailers and brands to promote their product and services on the web; and through MercadoShops, MercadoLibre facilitates users to set-up, manage, and promote their own on-line web-stores under a subscription-based business model. In addition, MercadoLibre develops and sells software enterprise solutions to e-commerce business clients in Brazil. As of September 30, 2016, MercadoLibre, through its wholly-owned subsidiaries, operated online ecommerce platforms directed towards Argentina, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Peru, Mexico, Panama, Honduras, Nicaragua, Salvador , Portugal, Uruguay, Bolivia, Guatemala, Paraguay and Venezuela. Additionally, MercadoLibre operates an online payments solution directed towards Argentina, Brazil, Mexico, Venezuela, Chile, Peru and Colombia. It also offers a shipping solution directed towards Argentina, Brazil, Mexico, Colombia and Chile. In addition, the Company operates a real estate classified platform that covers some areas of State of Florida, in the United States of America. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited interim condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. These interim condensed consolidated financial statements are stated in U.S. dollars , except for amounts otherwise indicated . Intercompany transactions and balances with subsidiaries have been eliminated for consolidation purposes. Substantially all net revenues, cost of net revenues and operating expenses, are generated in the Company’s foreign operations, amounting to approximately 99.9% and 99.7% of the con solidated amounts during the nine -month periods ended September 30, 2016 and 2015. Long-lived assets, intangible assets and goodwill located in the foreign operations totaled $232,819 thousands and $184,178 thousands as of September 30, 2016 and December 31, 2015, respectively. These interim condensed consolidated financial statements reflect the Company’s consolidated financial position as of September 30 , 201 6 and December 31, 201 5 . These financial statements also show the Company’s consolidated statements of income and comprehensive income for the nine and three-month periods ended September 30 , 201 6 and 201 5; and statement of cash flows for the nine-month period ended September 30, 2016 and 2015 . These interim condensed consolidated financial statements include all normal recurring adjustments that management believes are necessary to fairly state the Company’s financial position, operating results and cash flows. Because all of the disclosures required by U.S. GAAP for annual consolidated financial statements are not included herein, these unaudited interim condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 201 5 , contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated statements of income, of comprehensive income and of cash flows for the periods presented herein are not necessarily indicative of results expected for any future period. For a more detailed discussion of the Company’s significant accounting policies, see note 2 to the financial statements in the Form 10-K. During the nine-month period ended September 30, 2016, there were no material updates made to the Company’s significant accounting policies. Foreign currency translation All of the Company’s foreign operations have determined the local currency to be their functional currency, except for Venezuela since January 1, 2010, as described below. Accordingly, these foreign operating subsidiaries translate assets and liabilities from their local currencies into U.S. dollars by using period -end exchange rates while income and expense accounts are translated at the average rates in effect during the period , unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of the transaction are used. The resulting translat ion adjustment is recorded as a component of other comprehensive (loss) income. Venezuelan currency status Pursuant to U.S. GAAP, the Company has transitioned its Venezuelan operations to highly inflationary status as from January 1, 2010, which requires that transactions and balances are re-measured as if the U.S. dollar was the functional currency for such operation. The cumulative three year inflation rate as of December 31, 2010 exceeded 100% . The Company continues to treat the economy of Venezuela as highly-inflationary. Therefore, no translation effect was accounted for in other comprehensive income related to the Venezuelan operations. O n February 10, 2015, the Venezuelan government issued a decree that unified the two previous foreign exchange systems “SICAD 1 and SICAD 2” into a new single system ( SICAD ) , with an initial public foreign exchange rate of 12 BsF per U.S. dollar. The SICAD auction process remains available only to obtain foreign currency to pay for a limited list of goods considered to be of high priority by the Venezuelan government, which does not include those relating to the Company’s business. In the same decree the Venezuelan government created the “Sistema Marginal de Divisas” (“SIMADI”), a new foreign exchange system that is separate from SICAD, which publishes a foreign exchange rate from the Central Bank of Venezuela (“ BCV ”) on a daily basis. In light of the disappearance of SICAD 2, and the Company’s inability to gain access to U.S. dollars under SICAD, it started requesting and was granted U.S. dollars through SIMADI. As a result, the Company from that moment expected to settle its transactions through SIMADI going forward and concluded that the SIMADI exchange rate should be used to re-measure its bolivar-denominated monetary assets and liabilities and to re-measure the revenues and expenses of the Venezuelan subsidiaries effective as of March 31, 2015. In connection with this re-measurement, the Company recorded a foreign exchange loss of $20.4 million during the first quarter of 2015. Considering this change in facts and circumstances and the lower U.S. dollar-equivalent cash flows then expected from the Venezuelan business, the Company reviewed its long-lived assets, goodwill and intangible assets with indefinite useful life for impairment and concluded that the carrying value of certain real estate investments in Venezuela as of March 31, 2015 would not be fully recoverable. As a result, the Company recorded an impairment of long-lived assets of $ 16.2 million on March 31, 2015. The carrying amount was adjusted to its estimated fair value of approximately $9.2 million as of March 31, 2015 , by using the market approach, and considering prices for similar assets. On March 9, 2016 the BCV issued the Exchange Agreement No.35, which is effective since March 10, 2016. The agreement established a “protected” exchange rate ( “ DIPRO ” ) for certain transactions, such as but not limited to: imports of goods of the food and health sectors, as well as supplies associated with the production of said sectors; expenses relating to health treatments, sports, culture, scientific research, and other urgent matters defined by the exchange regulations. All foreign currency transactions not expressly provided in Exchange Agreement No.35 will be processed on the alternate foreign currency markets governed by the exchange regulations, at the floating supplementary market exchange rate ( “ DICOM ” ). Additionally, the agreement established that the alternate foreign currency markets referred to in Exchange Agreement No.33 of February 10, 2015 (SIMADI) will continue to operate until replaced by others. As of the date of issuance of these interim condensed consolidated financial statements, the SIMADI has not been replaced and for that reason, the Company continued using SIMADI. From March 31, 2016 through June 30, 2016, the SIMADI exchange rate increased from 273 BsF per U.S. dollar to 628 BsF per U.S. dollar, a 130% increase in the exchange rate. As a consequence of the local currency devaluation , the Company recorded a foreign exchange loss of $4.9 million during the second quarter of 201 6 . Considering the significant devaluation and the lower U.S. dollar-equivalent cash flows then expected from the Venezuelan business, the Company reviewed its long-lived assets (including non-current other assets) , goodwill and intangible assets with indefinite useful life for impairment and concluded that the carrying value of certain real estate investments in Venezuela as of June 30, 2016 would not be fully recoverable. As a result, on June 30, 2016, the Company recorded an impairment related to offices and commercial property under construction included within non-current other assets of $13.7 million . The carrying amount of offices and commercial property under construction was adjusted to its estimated fair value of approximately $12.5 million as of June 30, 2016, by using the market approach, and considering prices for similar assets. As of September 30, 2016, the SIMADI exchange rate was 658.9 BsF per U.S. dollar . Until 2010 the Company was able to obtain U.S. dollars for any purpose, including dividends distribution, using alternative mechanisms other than through the Commission for the Administration of Foreign Exchange Control (CADIVI). Those U.S. dollars, obtained at a higher exchange rate than the one offered by CADIVI, and held at U.S. bank accounts of our Venezuelan subsidiaries, were used until 2012 for dividend distributions from our Venezuelan subsidiaries. The Company has not distributed dividends from the Venezuelan subsidiaries since 2011. The following table sets forth the assets, liabilities and net assets of the Company’s Venezuelan subsidiaries, before intercompany eliminations of a net liability of $13.4 million and $24.6 million, as of September 30 , 201 6 and December 31, 201 5 and net revenues for the nine -month periods ended September 30 , 201 6 and 201 5 : September 30, 2016 2015 (In thousands) Venezuelan operations Net Revenues $ 26,451 $ 28,529 September 30, December 31, 2016 2015 (In thousands) Assets 56,569 65,407 Liabilities (16,902) (36,266) Net Assets $ 39,667 $ 29,141 As of September 30 , 201 6 , net assets (before intercompany eliminations) of the Venezuelan subsidiaries amounted to approximately 10.0% o f consolidated net assets, and cash and investments of the Venezuelan subsidiaries held in local currency in Venezuela amounted to approximately 1.0% of our consolidated cash and investments. The Company’s ability to obtain U.S. dollars in Venezuela is negatively affected by the exchange regulations in Venezuela that are described above and elsewhere in these interim condensed consolidated financial statements. In addition, its business and ability to obtain U.S. dollars in Venezuela would be negatively affected by additional material devaluations or the imposition of significant additional and more stringent controls on foreign currency exchange by the Venezuelan government. Despite the current difficult macroeconomic environment in Venezuela, the Company continues to actively manage, through its Venezuelan subsidiaries, its investment in Venezuela. Argentine currency status During December 2015 the Argentine peso exchange rate increased by approximately 37% against the U.S. dollar to 13.3 Argentine pesos per U.S. dollar as of December 31, 2015. Due to this increase, during the fourth quarter of 2015, the Company recognized a foreign exchange gain of $18.2 million (as a result of having a net asset position in U.S. dollars) and the reported Other Comprehensive Loss increased by $22.8 million (as a result of having a net asset position in Argentine pesos). As of September 30 , 2016 the Argentine Peso exchange rate against the U.S. dollar was 15.3 . Brazilian currency status During 2015, the Brazilian Reais exchange rate increased in approximately 44% , relative to the U.S. dollar, from 2.7 Brazilian Reais per U.S. dollar as of December 31, 2014 to 3.9 Brazilian Reais per U.S. dollar as of December 31, 2015. Due to the fluctuations of the Brazilian foreign currency against the U.S. dollar, the Company recognized a foreign exchange gain of $14.6 million during the year 2015. In addition, the reported Other Comprehensive Loss of our Brazilian segment increased by $9.0 million during the year 2015 . As of September 30 , 2016 the Brazilian Reais exchange rate against the U.S. dollar was 3.2 . Income and asset taxes The Company is subject to U.S. and foreign income taxes. The Company accounts for income taxes following the liability method of accounting which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets are also recognized for tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized. The Company’s income tax expense consists of taxes currently payable, if any, plus the change during the period in the Company’s deferred tax assets and liabilities. On August 17, 2011, the Argentine government issued a new software development law and on September 9, 2013 the regulatory decree was issued, which established the new requirement to become beneficiary of the new software development law. The new decree establishes compliance requirements with annual incremental ratios related to exports of services and research and development expenses that must be achieved to remain within the tax holiday. The Argentine operation will have to achieve certain required ratios annually under the new software development law. The Industry Secretary resolution which rules, among other provisions, on the mechanism to file the information to obtain the benefits derived from the new software development law was issued in late February 2014. During May 2014, the Company presented all the required documentation in order to apply for the new software development law. On September 17, 2015, the Argentine Industry Secretary issued Resolution 1041/2015 approving the Company’s application for eligibility under the new software development law for the Company’s Argentinean subsidiary, Mercadolibre S.R.L. Furthermore, on September 18, 2016, the Argentine Industry Secretary issued Resolution s 93/2016 and 97/2016 approving the Company’s application for eligibility under the new software development law for the Company’s Argentinean subsidiaries, Neosur S.RL. and Business Vision S.A. As a result, the Company’s Argentinean subsidiaries have been granted a tax holiday retroactive from September 18, 2014. A portion of the benefits obtained as beneficiaries of the new law is a relief of 60% of total income tax related to software development activities and a 70% relief in payroll taxes related to software development activities. The new software development law, which provides that beneficiaries must meet certain on-going eligibility requirements, will expire on December 31 , 2019. As a result of the Company’s eligibility under the new law, it recorded an income tax benefit of $16,018 and $6,823 thousands for the nine and three -month periods ended September 30, 2016, respectively. Furthermore, the Company recorded a labor cost benefit of $4,173 and $2,167 thousands for the nine and three-month periods ended September 30, 2016, respectively . Additionally, $ 1,416 and $631 thousands were accrued to pay software development law audit fees during the nine and three-month periods ended September 30, 2016, respectively . During the third quarter of 2015, the Company recorde d an income tax benefit of $16,015 thousands, a labor cost benefit of $4,183 thousands and $1,414 million were accrued to pay software development law audit fees. Aggregate per share effect of the Argent ine tax holiday amounted to $0.46 and $0.20 for the nine and three-month periods ended September 30, 2016, respectively. In November 2015, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17). The new guidance requires that deferred income tax liabilities and assets be classified as non-current in a classified statement of financial position. The amendments in this Update are effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The company elected to apply the amendments retrospectively to all periods presented as it reduce s the costs and complexity in current GAAP without affecting the quality of information provided to users of financial statements. The quantitative effect of the change on the December 31, 2015 balance sheet presented was a decrease in current deferred tax assets and current deferred tax liabilities of 12,290 thousands and 2,551 thousands, respectively. Those balances were reclassified to non-current deferred tax assets and non-current deferred tax liabilities as appropriate. Consequently, all deferred taxes were presented as Non-current in balance sheet. As of September 30, 2016 and December 31, 2015, the Company included under non-current deferred tax assets caption the foreign tax credits related to the dividend distributions received from its subsidiaries for a total amount of $15,966 thousands and $10,102 thousands, respectively. Those foreign tax credits will be used to offset the future domestic income tax payable. Accumulated other comprehensive loss The following table sets forth the Company’s accumulated other comprehensive loss as of September 3 0 , 2016 and the year ended December 31, 2015: September 30, December 31, 2016 2015 (In thousands) Accumulated other comprehensive loss: Foreign currency translation $ (249,663) $ (238,607) Unrealized gains (losses) on investments 1,077 (1,023) Estimated tax (loss) gain on unrealized gains (losses) on investments (365) 351 $ (248,951) $ (239,279) The following tables summarize the changes in accumulated balances of other comprehensive loss for the nine -month period ended September 3 0 , 2016: Unrealized Foreign Estimated tax (Losses) Gains on Currency (expense) Investments Translation benefit Total (In thousands) Balances as of December 31, 2015 $ (1,023) $ (238,607) $ 351 $ (239,279) Other comprehensive loss before reclassifications adjustments for gains (losses) on available for sale investments 1,077 (11,056) (365) (10,344) Amount of gain (loss) reclassified from accumulated other comprehensive loss 1,023 — (351) 672 Net current period other comprehensive income gain (loss) 2,100 (11,056) (716) (9,672) Ending balance $ 1,077 $ (249,663) $ (365) $ (248,951) Amount of (Loss) Gain Reclassified from Details about Accumulated Accumulated Other Other Comprehensive Loss Comprehensive Affected Line Item Components Loss in the Statement of Income (In thousands) Unrealized losses on investments $ (1,023) Interest expense and other financial losses Estimated tax gain on unrealized losses on investments 351 Income / asset tax gain Total reclassifications for the year $ (672) Total, net of income taxes Inventory Inventory, consisting of points of sale (“POS”) devices available for sale, are accounted for using the first-in first-out (“FIFO”) method, and are valued at the lower of cost or market value. Impairment of long-lived assets The Company reviews its long-lived assets (including non-current other assets) for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As explained above under “Foreign Currency Translation”, the Company has been subject to more unfavorable exchange markets in Venezuela since March 2015. Furthermore, from March 31, 2016 through June 30, 2016, the SIMADI exchange rate increased from 273 BsF per U.S. dollar to 628 BsF per U.S. dollar, a 130% increase in the exchange rate. Considering these changes in facts and circumstances and the lower U.S. dollar-equivalent cash flows expected from the Venezuelan business, and long-lived assets expected use, the Company concluded that certain real estate investments held in Caracas, Venezuela, should be impaired. The fair value of long-lived assets was estimated through market approach using level 3 inputs in the fair value hierarchy. These level 3 inputs included, but are not limited to, executed purchase agreements in similar assets and third party valuations. As a consequence, the Company estimated the fair value of the impaired long-lived assets, and recorded impairment losses of $13.7 million and $16.2 million on June 30, 2016 and March 31, 2015 , respectively. Use of estimates The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to accounting for allowance for doubtful accounts and chargeback provisions, recoverability of goodwill and intangible assets with indefinite useful life, useful life of long-lived assets and intangible assets, impairment of short-term and long-term investments, impairment of long-lived assets, compensation costs relating to the Company’s long term retention plan, fair value of convertible debt note, recognition of income taxes and contingencies. Actual results could differ from those estimates. Recently issued accounting pronouncements On March 8, 2016 the FASB issued the ASU 2016-04. When an entity sells a prepaid stored-value product (such as gift cards, telecommunication cards, and traveler’s checks), it recognizes a financial liability for its obligation to provide the product holder with the ability to purchase goods or services at a third-party merchant. When a prepaid stored-value product goes unused wholly or partially for an indefinite time period, the amount that remains on the product is referred to as breakage. There currently is diversity in the methodology used to recognize breakage. Subtopic 405-20 includes derecognition guidance for both financial liabilities and nonfinancial liabilities, and Topic 606, Revenue from Contracts with Customers, includes authoritative breakage guidance but excludes financial liabilities. The amendments in this Update provide a narrow scope exception to the guidance in Subtopic 405-20 to require that breakage be accounted for consistent with the breakage guidance in Topic 606. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the company´s financial statements. On March 14, 2016 the FASB issued the ASU 2016-06. Topic 815 requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met, including the “clearly and closely related” criterion. The amendments in this Update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The amendments apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the company´s financial statements. On March 17, 2016 the FASB issued the ASU 2016-08. This update releases Accounting Standards Update No. 2016-08--Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in this Update will clarify the implementation guidance on principal versus agent considerations. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements. On March 30, 2016 the FASB issued the ASU 2016-09. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards. The areas for simplification in this Update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. In addition, the amendments in this Update eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. This Accounting Standards Update is the final version of Proposed Accounting Standards Update—Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which has been deleted. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements. On April 14, 2016 the FASB issued the ASU 2016-10.This update releases Accounting Standards Update No. 2016-10—Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This Update clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard. The Update includes targeted improvements based on input the Board received from the Transition Resource Group for Revenue Recognition and other stakeholders. The Update seeks to proactively address areas in which diversity in practice potentially could arise, as well as to reduce the cost and complexity of applying certain aspects of the guidance both at implementation and on an ongoing basis. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. On May 3, 2016 the FASB issued the ASU 2016-11 on Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815). The amendments in this Update eliminate some guidance related to revenue recognition and derivatives. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. On May 9, 2016 the FASB issued the ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients”. The amendments in this update address narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. Additionally, the amendments in this update provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. On June 16, 2016 the FASB issued the ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of credit losses on financial instruments”. This update amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this update eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect it’s current estimate of all expected credit losses. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however this topic will require that credit losses be presented as an allowance rather than as a write-down. The new standard is effective for fiscal years beginning after December 15, 2019. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. On August 26, 2016 the FASB issued the “ ASU 2016-15—Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments ”. This update addresses the following e ight specific cash flow issues: d ebt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The new standard is effective for fiscal years beginning after December 15, 201 7. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements . On October 24, 2016 the FASB issued the “ ASU 2016-1 6 — Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ”. This update eliminates the exception that prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset or assets have been sold to an outside party. Consequently, this update requires to recognize the current and deferred income tax consequences of an intra-entity asset transfer when the transfer occurs. The new standard is effective for fiscal years beginning after December 15, 201 7. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements . |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Net Income Per Share [Abstract] | |
Net Income Per Share | 3. Net income per share Basic earnings per share for the Company’s common stock is computed by dividing, net income available to common shareholders attributable to common stock for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share for the Company’s common stock assume the issuance of shares as a consequence of a convertible debt securities conversion event and the effects of assumed share settlement of long term retention plans for earnings per share calculations. Net income per share of common st ock is as follows for the nine and three -month periods ended September 30 , 201 6 and 201 5 : Nine Months Ended September 30, Three Months Ended September 30, 2016 2015 2016 2015 (In thousands) Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income per common share $ 1.93 $ 1.93 $ 1.51 $ 1.51 $ 0.88 $ 0.88 $1.03 $1.03 Numerator: Net income $ 85,017 $ 85,017 $ 66,824 $ 66,824 $ 38,912 $ 38,912 $45,640 $45,640 Denominator: Weighted average of common stock outstanding for Basic earnings per share 44,157,215 44,155,303 44,157,341 44,155,830 Adjusted weighted average of common stock outstanding for Diluted earnings per share 44,157,215 44,155,303 44,157,341 44,155,830 For the nine and three-month periods ended September 30, 2016 and 2015 there was no impact on the calculation of diluted earnings per share as a consequence of the consideration of the Convertible Notes and the Long term retention plan referred to above calculated using the “if converted” method and the “treasury stock method” respectively. The denominator for diluted net income per share for the nine and three-month periods ended September 30 , 201 6 and 201 5 does not include any effect from the capped call issued in connection with the notes because it would be antidilutive. In the event of conversion of any or all of the Notes, the shares that would be delivered to the Company under the Note hedges are designed to partially neutralize the dilutive effect of the shares that the Company would issue under the Notes. |
Business Combinations, Goodwill
Business Combinations, Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations, Goodwill and Intangible Assets [Abstract] | |
Business Combinations, Goodwill and Intangible Assets | 4. Business combinations, goodwill and intangible assets Business combinations Acquisition of a software development company in Argentina On February 12 , 201 6 , the Company completed, through its subsidiaries Meli Participaciones S.L. and Marketplace Investment LLC, a limited liability company organized under the laws of Delaware, USA (together referred to as the “Buyers”), the acquisition of the 100% of equity interest of Monits S.A. , a software development company located and organized under the laws of the Buenos Aires City, Argentina. The objective of the acquisition was to enhance the capabilities of the Company in terms of software development. The aggregate purchase price for the acquisition of the 100% of the acquired business was $3,056 thousands, measured at its fair value, amount that included: (i) the total cash payment of $1,713 thousands at closing day ; (ii) an escrow of $128 thousands and iii) a contingent additional cash consideration up to $1,215 thousands . The Company’s unaudited interim condensed consolidated statement of income includes the results of operations of the acquired business as from February 12, 2016 . The net revenues and net income before intercompany eliminations of the acquired Company included in the Company’s interim condensed consolidated statement of income since the acquisition amounted to $ 1,641 thousands and $93 thousands, respectively. In addition, the Company incurred in certain direct costs of the business combination which were expensed as incurred. As of September 30 , 2016, the fair value of the contingent consideration recorded is $1,215 thousands. Contingent additional cash considerations are to be paid after the achievement of the performance targets. The following table summarizes the purchase price allocation for the acquisition : Monits S.A. In thousands of U.S. dollars Cash and cash equivalents $ 3 Other net tangible assets 25 Total net tangible assets acquired 28 Non solicitation agreement 196 Goodwill 2,832 Purchase Price $ 3,056 The purchase price was allocated based on the measurement of the fair value of assets acquired and liabilities assumed considering the information available as of the date of acquisition . The valuation of identifiable intangible assets acquired reflects management’s estimates based on the use of established valuation methods. Such assets consist of non-solicitation agreement for an amount of $196 thousands. Management of the Company estimates that the non-solicitation agreement will be amortized over a two -year period. The Company recognized goodwill for this acquisition based on management expectation that the acquired business will improve the Company’s business. Arising goodwill has been allocated proportionally to each of the segments identified by the Company’s management, considering the synergies expected from this acquisition and it is expected that the acquiree will contribute to the earnings generation process of such segments. Goodwill arising from this acquisition is not deductible for tax purposes. Acquisition of a software development company in Brazil On June 1 , 2016, through its subsidiary Ebazar.com.br Ltda., the Company acquired 100% of the issued and outstanding shares of capital stock of Axado Informação e Tecnologia S.A. (“Axado”) , a company that develops logistic software for the e-commerce industry in Brazil . The aggregate purchase price for the acquisition of the 100% of the acquired business was $5,536 thousands, measured at its fair value, which included: (i) the total cash payment of $4,706 thousands at closing day; and (ii) an escrow of $830 thousands . Additionally, payments of $830 thousands will be transferred to the sellers by the end of the first and second year after the acquisition, aiming to continue the employment relationship as key emp loyees. This additional payment will be expensed over the period up to fulfillment of the conditions required by the selling and purchase agreement. In addition, the Company incurred certain direct costs of the business combination which were expensed as incurred. The Company’s consolidated statement of income includes the results of operations of the acquired business as from June 1, 2016 . The net revenues and net loss of the acquiree included in the Company’s statement of income since the acquisition amounted to $363 thousands and $92 thousands, respectively. The following table summarizes the purchase price allocation for the acquisition: Axado Informacao e Tecnologia Ltda In thousands of U.S. dollars Cash and cash equivalents $ 90 Other net tangible assets 77 Total net tangible assets acquired 167 Customer lists 676 Trademark 251 Software 282 Non-solicitation and Non-compete agreements 118 Goodwill 4,042 Purchase Price $ 5,536 The purchase price was allocated based on the measurement of the fair value of assets acquired and liabilities assumed considering the information available as of the date of acquisition. The valuation of identifiable intangible assets acquired reflects management’s estimates based on the use of established valuation methods. Such assets consist of trademark, customer lists, software and non-compete and non-solicitation agreement s for a total amount of $1,327 thousands. Management of the Company estimates that customer lists and non-compete agreements will be amortized over a five - year period , while trademark and software will be amortized over a three - year period. The Company recognized goodwill for this acquisition based on management’s expectation that the acquired business will improve the Company’s business. Arising goodwill was allocated to the Brazilian segment identified by the Company’s management, considering the synergies expected from this acquisition and it is expected that the acquiree will contribute to the earnings gen eration process of such segment. Goodwill arising from this acquisition is deductible for tax purposes. Supplemental pro forma financial information required by U.S. GAAP for each acquisition, both individually and in the aggregate, was not material to the interim condensed consolidated financial statements of income of the Company and, accordingly, such information has not been presented . Goodwill and intangible assets The composition of goodwill and intangible assets is as follows: September 30, December 31, 2016 2015 (In thousands) Goodwill $ 94,493 $ 86,545 Intangible assets with indefinite lives - Trademarks 13,388 13,074 Amortizable intangible assets - Licenses and others 7,457 8,691 - Non-compete/solicitation agreement 1,835 1,615 - Customer lists 14,825 12,971 - Trademarks 612 — Total intangible assets $ 38,117 $ 36,351 Accumulated amortization (10,392) (7,360) Total intangible assets, net $ 27,725 $ 28,991 Goodwill The changes in the carrying amount of goodwill for the nine -month period ended September 30, 2016 and the year ended December 31, 2015 are as follows: Period ended September 30, 2016 Brazil Argentina Chile Mexico Venezuela Colombia Other Countries Total (In thousands) Balance, beginning of the period $ 18,526 $ 7,430 $ 16,438 $ 33,834 $ 5,729 $ 3,437 $ 1,151 $ 86,545 - Business acquisition 5,635 700 — 190 260 57 32 6,874 - Effect of exchange rates changes 3,667 (1,164) 1,238 (2,979) — 299 13 1,074 Balance, end of the period $ 27,828 $ 6,966 $ 17,676 $ 31,045 $ 5,989 $ 3,793 $ 1,196 $ 94,493 Year ended December 31, 2015 Brazil Argentina Chile Mexico Venezuela Colombia Other Countries Total (In thousands) Balance, beginning of year $ 10,557 $ 11,859 $ 19,101 $ 15,719 $ 5,729 $ 4,521 $ 1,343 $ 68,829 - Business acquisition 14,066 — — 22,978 — — — 37,044 - Effect of exchange rates changes (6,097) (4,429) (2,663) (4,863) — (1,084) (192) (19,328) Balance, end of the year $ 18,526 $ 7,430 $ 16,438 $ 33,834 $ 5,729 $ 3,437 $ 1,151 $ 86,545 Intangible assets with definite useful life Intangible assets with definite useful life are comprised of customer lists and user base, non-compete and non- solicitation agreements, acquired software licenses and other acquired intangible assets including developed technologies. Aggregate amortization expense for intangible assets totaled $1,144 thousands and $909 thousands for the three-month periods ended September 30, 2016 and 2015, respectively, while for the nine-month periods ended at such dates amounted to $2,863 thousands and $2,273 thousands, respectively. The following table summarizes the remaining amortization of intangible assets (in thousands of U.S. dollars) with definite useful life as of September 30, 2016 : For year ended 12/31/2016 $ 1,045 For year ended 12/31/2017 3,554 For year ended 12/31/2018 3,013 For year ended 12/31/2019 2,373 Thereafter 4,352 $ 14,337 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | 5. Segment reporting Reporting segments are based upon the Company’s internal organizational structure, the manner in which the Company’s operations are managed and resources are assigned , the criteria used by management to evaluate the Company’s performance, the availability of separate financial information, and overall materiality considerations. Segment reporting is based on geography as the main basis of segment breakdown to reflect the evaluation of the Company’s performance defined by the management. The Company’s segments include Brazil, Argentina, Mexico, Venezuela and other countries (such as Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Panama, Honduras, Nicaragua, Salvador, Bolivia, Guatemala, Paraguay, Peru, Portugal, Uruguay and USA). Direct contribution consists of net revenues from external customers less direct costs and any impairment of long lived assets. Direct costs include costs of net revenues, p roduct and technology development expenses , sales and marketing expenses, and general and administrative expenses over which segment managers have direct discretionary control, such as advertising and marketing programs, customer support expenses, allowances for doubtful accounts, payroll, third party fees. All corporate related costs have been excluded from the Company’s direct contribution. Expenses over which segment managers do not currently have discretionary control, such as certain technology and general and administrative costs are monitored by management through shared cost centers and are not evaluated in the measurement of segment performance. The following tables summarize the financial performance of the Company’s reporting segments: Nine Months Ended September 30, 2016 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 311,427 $ 185,885 $ 34,375 $ 26,451 $ 29,983 $ 588,121 Direct costs (188,772) (105,217) (29,004) (12,691) (21,281) (356,965) Impairment of Long-lived Assets - - - (13,717) - (13,717) Direct contribution 122,655 80,668 5,371 43 8,702 217,439 Operating expenses and indirect costs of net revenues (101,055) Income from operations 116,384 Other income (expenses): Interest income and other financial gains 25,192 Interest expense and other financial losses (18,807) Foreign currency losses (5,062) Net income before income / asset tax expense $ 117,707 Nine Months Ended September 30, 2015 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 215,651 $ 171,496 $ 29,308 $ 28,529 $ 26,074 $ 471,058 Direct costs (127,406) (92,547) (21,175) (10,500) (16,427) (268,055) Impairment of Long-lived Assets - - - (16,226) - (16,226) Direct contribution 88,245 78,949 8,133 1,803 9,647 186,777 Operating expenses and indirect costs of net revenues (81,273) Income from operations 105,504 Other income (expenses): Interest income and other financial gains 14,768 Interest expense and other financial losses (16,162) Foreign currency losses (6,647) Net income before income / asset tax expense $ 97,463 Three Months Ended September 30, 2016 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 131,003 $ 69,983 $ 11,807 $ 6,885 $ 11,169 $ 230,847 Direct costs (77,012) (39,026) (10,353) (3,462) (7,943) (137,796) Direct contribution 53,991 30,957 1,454 3,423 3,226 93,051 Operating expenses and indirect costs of net revenues (39,342) Income from operations 53,709 Other income (expenses): Interest income and other financial gains 9,892 Interest expense and other financial losses (6,492) Foreign currency losses (4,823) Net income before income / asset tax expense $52,286 Three Months Ended September 30, 2015 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $74,286 $67,234 $9,880 $8,860 $8,381 $168,641 Direct costs (43,730) (38,705) (8,560) (3,665) (5,345) (100,005) Direct contribution 30,556 28,529 1,320 5,195 3,036 68,636 Operating expenses and indirect costs of net revenues (23,356) Income from operations 45,280 Other income (expenses): Interest income and other financial gains 5,777 Interest expense and other financial losses (6,011) Foreign currency gains 2,570 Net income before income / asset tax expense $47,616 The following table summarizes the allocation of property and equipment, net based on geography: September 30, December 31, 2016 2015 (In thousands) US property and equipment, net $ 10,268 $ 12,756 Other countries Argentina 22,875 22,379 Brazil 54,350 17,150 Mexico 2,806 2,475 Venezuela 21,471 21,556 Other countries 9,236 5,317 $ 110,738 $ 68,877 Total property and equipment, net $ 121,006 $ 81,633 In August 2016, the Company’s Argentine subsidiary acquired 6,057 square meters and 50 parking spaces, in an office building in process of construction located in Buenos Aires, for a total amount of Argentine pesos $481. 4 million or approximately $31.4 million, plus VAT. The price of the transactio n is payable as follows: i) $9.4 million was paid at the date of signing the purchase agreement and recorded as an advance for fixed assets within non-current Other assets, ii) $19.0 million will be paid in 14 monthly installments as from July 2017, and (iii) 3.0 million will be paid once the properties are delivered by the seller. According to the purchase agreement, 2,224 square meters will be delivered in September 2017 and 3,833 square meters will be delivered in September 2018. In connection with this acquisition, the Company may be granted with certain sales tax reliefs upon receiving definitive approval of the project from the City of Buenos Aires government. The following table summarizes the allocation of the goodwill and intangible assets based on geography: September 30, December 31, 2016 2015 (In thousands) US intangible assets $ 137 $ 235 Other countries goodwill and intangible assets Argentina 8,072 8,763 Brazil 31,689 21,338 Mexico 41,407 46,186 Venezuela 7,403 7,217 Other countries 33,510 31,797 $ 122,081 $ 115,301 Total goodwill and intangible assets $ 122,218 $ 115,536 Consolidated net revenues by similar prod ucts and services for the nine and three -month periods ended September 30 , 201 6 and 201 5 were as follows: Nine-months Ended September 30, Three-months Ended September 30, Consolidated Net Revenues 2016 2015 2016 2015 (In thousands) (In thousands) Marketplace $ 341,749 $ 286,523 $ 134,374 $ 98,580 Non-marketplace (*) $ 246,372 $ 184,535 $ 96,473 $ 70,061 Total $ 588,121 $ 471,058 $ 230,847 $ 168,641 (*) Includes, among other things, Ad Sales, Real Estate, Motors, Financing Fees, Off-platform Payment Fees, Shipping Fees and other ancillary services. |
Fair Value Measurement of Asset
Fair Value Measurement of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurement of Assets and Liabilities [Abstract] | |
Fair Value Measurement of Assets and Liabilities | 6. Fair value measurement of assets and liabilities The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30 , 201 6 and December 31, 201 5 : Quoted Prices in Quoted Prices in Balances as of active markets for Significant other Unobservable Balances as of active markets for Significant other Unobservable September 30, identical Assets observable inputs inputs December 31, identical Assets observable inputs inputs Description 2016 (Level 1) (Level 2) (Level 3) 2015 (Level 1) (Level 2) (Level 3) (In thousands) Assets Cash and Cash Equivalents: Money Market Funds $ 97,602 $ 97,602 $ — $ — $ 46,423 $ 46,423 $ — $ — Corporate Debt Securities 1,997 — 1,997 — 15,785 — 15,785 — Investments: Sovereign Debt Securities $ 53,745 $ 53,235 $ 510 $ — $ 69,302 $ 64,264 $ 5,038 $ — Corporate Debt Securities 218,648 102,589 116,059 — 232,257 51,974 180,283 — Certificates of deposit 39,100 — 39,100 — 11,516 — 11,516 — Total Financial Assets $ 411,092 $ 253,426 $ 157,666 $ — $ 375,283 $ 162,661 $ 212,622 $ — Liabilities: Contingent considerations $ 4,154 $ — $ — $ 4,154 $ 9,007 $ — $ — $ 9,007 Long-term retention plan 24,960 — 24,960 — 17,159 — 17,159 — Total Financial Liabilities $ 29,114 $ — $ 24,960 $ 4,154 $ 26,166 $ — $ 17,159 $ 9,007 As of September 30 , 201 6 and December 31,2015 , the Company’s financial assets valued at fair value consisted of assets valued using i) Level 1 inputs: unadjusted quoted prices in active markets (Level 1 instrument valuations are obtained from observable inputs that reflect quoted prices (unadjusted) for identical assets in active markets) and ; ii) Level 2 inputs : obtained from readily-available pricing sources for comparable instruments as well as instruments with inactive markets at the measurement date. As of June 30, 2016 and December 3 As of September 30, 2016 and December 31, 2015, the Company´s liabilities were valued at fair value using level 2 inputs and level 3 inputs (valuations based on unobservable inputs reflecting Company own assumptions). Fair value of contingent considerations are determined based on the probability of achievement of the performance targets arising from each acquisition, as well as the Company’s historical experience with similar arrangements . For the nine-month period ended September 30, 2016 the Company recognized in earnings a loss of $305 thousands and a loss of $974 thousands within other comprehensive income , in relation with contingent considerations. In addition, during the nine-month period ended September 30, 2016, the Company assumed additional contingent considerations for an amount of $1,215 thousands and settled contingent considerations for an amount of $7,347 thousands . The unrealized net gains or loss on short term and long term investments are reported as a component of other comprehensive income. The Company does not anticipate any significant realized losses associated with those investments in excess of the Company’s historical cost. As of September 30 , 201 6 and December 31, 2015 , the carrying value of the Company’s financial assets and liabilities measured at amortized cost approximated their fair value mainly because of its short term maturity. These assets and liabilities included cash and cash equivalents (excluding money markets funds), accounts receivables, credit card receivables, funds payable to customers, other receivables, other assets, accounts payable , salaries and social secu rity payable, taxes payable , provisions and other liabilities. The convertible senior notes, the rest of the loans payable and other financial liabilities approximate their fair value because the interest rates are not materially different from market interest rates . The following table summarizes the fair value level for those financial assets and liabilities of the Company measured at amortized cost as of September 30 , 201 6 and December 31, 201 5 : Balances as of Significant other Balances as of Significant other September 30, observable inputs December 31, observable inputs 2016 (Level 2) 2015 (Level 2) (In thousands) Assets Time Deposits $ 127,335 127,335 $ 76,658 76,658 Accounts receivable 31,086 31,086 28,428 28,428 Credit Cards receivable 226,818 226,818 131,946 131,946 Other assets 52,722 52,722 53,532 53,532 Total Assets $ 437,961 $ 437,961 $ 290,564 $ 290,564 Liabilities Accounts payable and accrued expenses $ 95,970 $ 95,970 $ 62,038 $ 62,038 Funds payable to customers 313,837 313,837 203,247 203,247 Salaries and social security payable 33,517 33,517 26,181 26,181 Taxes payable 27,810 27,810 10,092 10,092 Dividends payable 6,624 6,624 4,548 4,548 Loans payable and other financial liabilities (*) 305,549 305,549 296,307 296,307 Other liabilities 12,579 12,579 8,520 8,520 Total Liabilities $ 795,886 $ 795,886 $ 610,933 $ 610,933 (*) The fair value of the convertible senior notes (including the equity component) is disclosed in Note 9. As of September 30 , 201 6 and December 31, 201 5 , the Company held no direct investments in auction rate securities, collateralized debt obligations or structured investment vehicles , and does not have any non-financial assets or liabilities measured at fair value . As of September 30 , 201 6 and December 31, 201 5 , the fair value of money market funds, short and long-term investments classified as available for sale securities are as follows: September 30, 2016 Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 97,602 $ — $ — $ 97,602 Corporate Debt Securities 2,000 — (3) 1,997 Total Cash and cash equivalents $ 99,602 $ — $ (3) $ 99,599 Short-term investments Sovereign Debt Securities $ 4,279 $ 2 $ — $ 4,281 Corporate Debt Securities 112,990 52 (108) 112,934 Certificates of deposit 39,076 26 (2) 39,100 Total Short-term investments $ 156,345 $ 80 $ (110) $ 156,315 Long-term investments Sovereign Debt Securities $ 49,394 $ 70 $ — $ 49,464 Corporate Debt Securities 105,044 697 (27) 105,714 Total Long-term investments $ 154,438 $ 767 $ (27) $ 155,178 Total $ 410,385 $ 847 $ (140) $ 411,092 December 31, 2015 Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 46,423 $ — $ — $ 46,423 Corporate Debt Securities 15,796 — (11) 15,785 Total Cash and cash equivalents $ 62,219 $ — $ (11) $ 62,208 Short-term investments Sovereign Debt Securities $ 13,981 $ — $ (19) $ 13,962 Corporate Debt Securities 103,130 4 (157) 102,977 Certificates of deposit 8,516 1 (2) 8,515 Total Short-term investments $ 125,627 $ 5 $ (178) $ 125,454 Long-term investments Sovereign Debt Securities $ 55,536 $ 53 $ (249) $ 55,340 Corporate Debt Securities 129,921 18 (659) 129,280 Certificates of deposit 3,003 — (2) 3,001 Total Long-term investments $ 188,460 $ 71 $ (910) $ 187,621 Total $ 376,306 $ 76 $ (1,099) $ 375,283 (1) Unrealized gains ( losses ) from securities are attributable to market price movements , net foreign exchange losses and foreign currency translation . Management does not believe any remaining significant unrealized losses represent other-than-temporary impairments based on the evaluation of available evidence including the credit rating of the investments, as of September 3 0 , 2016 and December 31, 2015. The material portion of the Sovereign Debt Securities is U.S. Treasury Notes with no significant risk associated. As of September 30 , 201 6 , the estimated fair values (in thousands of U.S. dollars) of cash equivalents , short-term and long-term investments classified by its effective maturities are as follows: One year or less 255,914 One year to two years 72,391 Two years to three years 55,840 Three years to four years 13,036 Four years to five years 13,911 Total $ 411,092 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Update on 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, 2016, the Company had established reserves for proceeding-related contingencies and other estimated contingencies of $5,644 thousands to cover legal actions against the Company in which its Management has assessed the likelihood of a final adverse outcome as probable. Expected legal costs related to litigations are accrued when the legal service is actually provided. In addition, as of September 30, 2016, the Company and its subsidiaries are subject to certain legal actions considered by the Company’s management and its legal counsels to be reasonably possible for an aggregate amount up to $4,522 thousands . No loss amount has been accrued for such reasonably possible legal actions of which most significant (individually or in the aggregate) are described below. As of September 30, 2016, there were 58 lawsuits pending against our Argentine subsidiaries in the Argentine ordinary courts and 1,379 pending claims in the Argentine Consumer Protection Agencies, where a lawyer is not required to file or pursue a claim. As of September 30, 2016, there were seven claims pending against our Mexican subsidiaries in the Mexican ordinary courts and 156 claims pending against our Mexican subsidiaries in the Mexican Consumer Protection Agencies, where a lawyer is not required to file or pursue a claim. As of September 30, 2016, 687 legal actions were pending in the Brazilian ordinary courts. In addition, as of September 30, 2016, there were 2,904 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 Company’s website, when using MercadoPago or when the Company invoiced them. Management believes that the Company has meritorious defenses to these claims and intends to continue defending them. City of São Paulo Tax Claim In 2007 , São Paulo tax authorities asserted taxes and fines against our Brazilian subsidiary relating to the period from 2005 to 2007 in an amount of $5.9 million according to the exchange rate in effect at that time. As of the date of these consolidated financial statements and following an administrative determination reducing the fine , the total amount of the claim is $4.2 million including surcharges and interest. On August 15, 2011, the Company made a deposit in court of R$9.5 million, which including accrued interests amounted to R$13.5 million or $4.2 million, according to the exchange rate at September 30, 2016 . The company continues to contest the assessment. On May 31, 2016, a lower court judge ruled in favor of the Company and the São Paulo Municipal Council presented a motion to clarify mentioned decision. As of the date of issuance of these interim condensed consolidated financial statements, the Company is still waiting for a decision. Brazilian preliminary injunction against the Brazilian tax authorities On November 6, 2014 the Company’s Brazilian subsidiaries requested a preliminary injunction against Receita Federal Do Brasil in order to avoid the income tax withholding over payments remitted by Brazilian subsidiaries to the Argentine subsidiary for the provision of IT support and assistance services; and requested the reimbursement of the amounts improperly withheld in the last five years. The injunction was granted on the grounds that such withholding violates the provisions of the convention signed between the Federative Republic of Brazil and the Argentine Republic to prevent double taxation. In August 2015, such injunction was revoked by the first instance judge decision of merit, which was favorable to Receita Federal Do Brasil. The Company presented an appeal in September 2015 and, as of September 30, 2016, the Company is waiting fo r the second instance decision. As a result, the Company started making deposits in court for the controversial amounts. As of September 30 , 2016, the Company recorded in the balance sheet deposits in court for R$20.4 million or $6. 3 million, according to the exchange rate at September 30 , 2 016 under the caption n on-current other assets. The Company’s management, based on the external legal counsel opinion, believe s that the tax position adopted is more likely than not, based on the technical merits of the tax position and the existence of favorable decisions of the Federal Regional Courts. For that reason, the Company has not recorded any expense or liability for the controversial amounts. Brazilian Federal Tax Claims On September 2, 2011, the Brazilian Federal tax authority has asserted taxes and fines against the Company’s Brazilian (“MercadoLivre”) subsidiary relating to the income tax for the 2006 period in an amount of R$5.1 million or $1.5 million, according to the exchange rate at September 30, 2016. On September 30, 2011 , the Company presented administrative defenses against the authorities’ claim. On August 24, 2012 , the Company presented its appeal to the Board of Tax Appeals (CARF — Conselho Administrativo de Recursos Fiscais) against the tax authorities’ claims. On December 5, 2013, the Board of Tax Appeals ruled against MercadoLivre’s appeal. The same Board of Tax Appeals recognized as due part of the tax compensation made by the Company, decreasing the outstanding debit to R$2.0 million or $616 thousands , according to the exchange rate at September 30, 2016. On November 21, 2014, the Company appealed to the Superior Administrative Court of Tax Appeals. On September 8, 2016 , the Company’s appeal was not accepted. MercadoLivre filed an appeal to the Superior Administrative Court of Tax Appeals. As of the date of these interim condensed consolidated financial statements, the Superior Administrative Court of Tax Appeals ruling was still pending. The Company’s management, based on the external legal counsel opinion, believe s that the tax position adopted is more likely than not, based on the technical merits of the tax position. For that reason, the Company has not recorded any expense or liability for the controversial amounts. 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 Company’s 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 Company’s 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 Company’s business expands and the Company grows larger. |
Long Term Retention Plan ("LTRP
Long Term Retention Plan ("LTRP") | 9 Months Ended |
Sep. 30, 2016 | |
Long Term Retention Plan ("LTRP") [Abstract] | |
Long Term Retention Plan ("LTRP") | 8. Long term retention plan (“LTRP”) On August 2, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, adopted the 2016 Long-Term Retention Plan (“2016 LTRP”). In addition to the annual salary and bonus of each employee , certain employees (“Eligible Employees”) are eligible to participate in the 2016 LTRP, which provides for the grant to an eligible employee of a cash-settled fixed (a “2016 LTRP Fixed Award”) and a cash-settled variable award, (a “2016 LTRP Variable Award”, and together with any 2016 LTRP Fixed Award, the “2016 LTRP Awards”). Each eligible employee will be granted both a 2016 LTRP Fixed Award and a 2016 LTRP Variable Award, in addition to receiving their annual salary and bonus. In order to receive payment in respect of the 2016 LTRP Awards, each eligible employee must satisfy the performance conditions established by the Board of Directors for such employee. If these conditions are satisfied, the eligible employee will, subject to his or her continued employment as of each applicable payment date, receive the full amount of his or her 2016 LTRP Awards, payable as follows: · 2016 LTRP Fixed Award: The eligible employee will receive a fixed payment equal to 16.66% of his or her 2016 Fixed Award once a year for a period of six years starting in March 2017 (the “Annual Fixed Payment”); and · 2016 LTRP Variable Award: On each date the Company pays the Annual Fixed Payment to the eligible employee, he or she will also receive a 2016 LTRP Variable Award payment equal to the product of (i) 16.66% of the applicable 2016 LTRP Variable Award 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 2015 Stock Price (as defined below). For purposes of the 2016 LTRP, the “2015 Stock Price” shall equal $111.02 (the average closing price of the Company´s common stock on the NASDAQ Global Market during the final 60 -trading days of 2015) and the “Applicable Year Stock Price” shall equal the average closing price of the Company´s common stock on the NASDAQ Global Market during the final 60-trading days of the year preceding the applicable payment date for so long as the Company´s common stock is listed on the NASDAQ. The following table summarizes the 2009, 2010, 2011, 2012, 2013, 2014, 2015 and 2016 long term retention plan accrued compensation expense for the nine and three-month periods ended September 30, 2016 and 2015, which are payable in cash according to the decision made by the Board of Directors on August 2, 2016: Nine Months Ended September 30, Three Months Ended September 30, 2016 (*) 2015 (*) 2016 (*) 2015 (*) (**) (In thousands) (In thousands) LTRP 2009 648 7 352 (301) LTRP 2010 1,017 274 543 (237) LTRP 2011 1,275 365 672 (222) LTRP 2012 1,555 496 813 (211) LTRP 2013 3,380 1,762 1,689 (276) LTRP 2014 3,089 2,216 1,448 90 LTRP 2015 3,846 2,912 1,663 2,912 LTRP 2016 4,441 - 1,944 - Total LTRP 19,251 8,032 9,124 1,755 (*) (Gain) / loss. (**) For the three-month period ended September 30, 2015, the table above shows a negative change of compensation costs for LTRP 2009, 2010, 2011, 2012 and 2013 as a consequence of a decrease in the Company’s stock price during the quarter. |
2.25% Convertible Senior Notes
2.25% Convertible Senior Notes Due 2019 | 9 Months Ended |
Sep. 30, 2016 | |
2.25% Convertible Senior Notes Due 2019 [Abstract] | |
2.25% Convertible Senior Notes Due 2019 | 9. 2.25% Convertible Senior Notes Due 2019 On June 30, 2014, the Company issued $330 million of 2.25% convertible senior notes due 2019 (the “Notes”). The Notes are unsecured, unsubordinated obligations of the Company, which pay interest in cash semi-annually, on January 1 and July 1, at a rate of 2.25% per annum. The Notes will mature on July 1, 2019 unless earlier repurchased or converted in accordance with their terms prior to such date. The Notes may be converted, under specific conditions, based on an initial conversion rate of 7.9353 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $126.02 per share of common stock), subject to adjustment as described in the indenture governing the Notes. Holders may convert their notes at their option at any time prior to January 1, 2019 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2014 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after January 1, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. The price of the Company’s common stock was greater than 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of the Company’s fiscal quarter ended September 30, 2016. Therefore, as of September 30, 2016, the conversion threshold had been met and the Notes became convertible at the holders’ option beginning on October 1, 2016 and ending December 31, 2016. The determination of whether or not the Notes are convertible must continue to be performed on a quarterly basis. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The intention of the Company is to share-settle the total amount due upon conversion of the Notes. As of the date of issuance of these interim condensed consolidated financial statements, none of the holders had requested conversion of the Notes. The total estimated fair value of the Notes was $511.9 million and $364. 7 million as of September 30, 2016 and December 31, 2015, respectively. The fair value was determined based on the closing trading price per $100 of the Notes as of the last day of trading for the period. The Company considered the fair value of the Notes as of September 30, 2016 and December 31, 2015 to be a Level 2 measurement. The fair value of the Notes is primarily affected by the trading price of our common stock and market interest rates. Based on the $ 185.0 closing price of the Company’s common stock on September 30, 2016, the if-converted value of the Notes exceeded their principal amount by approximately $154.4 million . The following table presents the carrying amounts of the liability and equity components related to the 2.25% Convertible Senior Notes Due 2019 as of September 30, 2016 : September 30, 2016 December 31, 2015 (In thousands) Amount of the equity component (1) $ 45,808 $ 45,808 2.25% convertible senior notes due 2019 $ 330,000 $ 330,000 Unamortized debt discount (2) (27,408) (34,214) Unamortized transaction costs related to the debt component (4,311) (5,309) Contractual coupon interest accrual 5,569 7,425 Contractual coupon interest payment (3,713) (7,425) Net carrying amount $ 300,137 $ 290,477 (1) Net of $1,177 thousands of transaction costs related to the equity component of the Notes. (2) As of September 3 0 , 201 6 , the remaining period over which the unamortized debt discount will be amortized is 2.75 years. The following table presents the interest expense for the contractual interest, the accretion of debt discount and the amortization of debt issuance costs: Nine-month period ended September 30, 2016 Three-month period ended September 30, 2016 (In thousands) (In thousands) Contractual coupon interest expense $ 5,569 $ 1,856 Amortization of debt discount 6,806 2,310 Amortization of debt issuance costs 998 344 Total interest expense related to Notes $ 13,373 $ 4,510 |
Cash Dividend Distribution
Cash Dividend Distribution | 9 Months Ended |
Sep. 30, 2016 | |
Cash Dividend Distribution [Abstract] | |
Cash Dividend Distribution | 10. Cash Dividend Distribution In each of February, April, July and November of 2015, our Board of Directors declared quarterly cash dividends of $4,548 thousands (or $0.103 per share on our outstanding shares of common stock). The dividends were paid on April 16 , July 16 , October 16, 2015 and January 15, 2016 to stockholders of record as of the close of business on March 31 , June 30 , September 30 , and December 31, 2015 . On February 19, 2016 , May 4, 2016 and August 2, 2016 , the Board of Directors approved a quarterly cash dividend of $6,624 thousands (or $0.150 per share) on our outstanding shares of common stock. The first quarterly dividend was paid on April 15, 2016 to stockholders of record as of the close of business on March 31, 2016 . The second quarterly dividend was paid on July 15, 2016 to stockholders of record as of the close of business on June 30, 2016 . The third quarterly dividend was paid on October 14, 2016 to stockholders of record as of the close of business on September 30, 2016 . On November 1, 2016, the Board of Directors approved a quarterly cash dividend of $6,624 thousands (or $0.150 per share) on our outstanding shares of common stock. This quarterly dividend is payable on January 16, 201 7 to stockholders of record as of the close of business on December 31 , 2016 . |
New Law of "Costs, Earnings, an
New Law of "Costs, Earnings, and Fair Profits" | 9 Months Ended |
Sep. 30, 2016 | |
New Law of "Costs, Earnings, and Fair Profits" [Abstract] | |
New Law of "Costs, Earnings, and Fair Profits" | 11. New Law of “Costs, Earnings, and Fair Profits” In November 2013 the Venezuelan Congress approved an “enabling law” granting the president of Venezuela the authority to enact laws and regulations in certain policy areas by decree. This authority includes the ability to restrict profit margins and impose greater controls on foreign exchange and the production, import, and distribution of certain goods. Among other actions, the president has used this decree power to pass the Law of Costs, Earnings, and Fair Profits, which became effective in January 2014 and, among other provisions, authorizes the Venezuelan government to set “fair prices” and maximum profit margins in the private sector. On October 26, 2015, the decree number 2,074 was published in the Official Gazette of Venezuela, establishing certain definitions related to the determination of prices in that country. Despite the Company does not expect that this law together with the decree issued by the Venezuelan Government will have a material adverse impact on the Company´s financial condition or results of operations, considering the current difficult macroeconomic environment in Venezuela, the final potential effects remains uncertain. The effects of such potential effects, if any, would be recognized in the financial statements once the mentioned uncertainty is resolved. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited interim condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. These interim condensed consolidated financial statements are stated in U.S. dollars , except for amounts otherwise indicated . Intercompany transactions and balances with subsidiaries have been eliminated for consolidation purposes. Substantially all net revenues, cost of net revenues and operating expenses, are generated in the Company’s foreign operations, amounting to approximately 99.9% and 99.7% of the con solidated amounts during the nine -month periods ended September 30, 2016 and 2015. Long-lived assets, intangible assets and goodwill located in the foreign operations totaled $232,819 thousands and $184,178 thousands as of September 30, 2016 and December 31, 2015, respectively. These interim condensed consolidated financial statements reflect the Company’s consolidated financial position as of September 30 , 201 6 and December 31, 201 5 . These financial statements also show the Company’s consolidated statements of income and comprehensive income for the nine and three-month periods ended September 30 , 201 6 and 201 5; and statement of cash flows for the nine-month period ended September 30, 2016 and 2015 . These interim condensed consolidated financial statements include all normal recurring adjustments that management believes are necessary to fairly state the Company’s financial position, operating results and cash flows. Because all of the disclosures required by U.S. GAAP for annual consolidated financial statements are not included herein, these unaudited interim condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 201 5 , contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated statements of income, of comprehensive income and of cash flows for the periods presented herein are not necessarily indicative of results expected for any future period. For a more detailed discussion of the Company’s significant accounting policies, see note 2 to the financial statements in the Form 10-K. During the nine-month period ended September 30, 2016, there were no material updates made to the Company’s significant accounting policies. |
Foreign Currency Translation | Foreign currency translation All of the Company’s foreign operations have determined the local currency to be their functional currency, except for Venezuela since January 1, 2010, as described below. Accordingly, these foreign operating subsidiaries translate assets and liabilities from their local currencies into U.S. dollars by using period -end exchange rates while income and expense accounts are translated at the average rates in effect during the period , unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of the transaction are used. The resulting translat ion adjustment is recorded as a component of other comprehensive (loss) income. Venezuelan currency status Pursuant to U.S. GAAP, the Company has transitioned its Venezuelan operations to highly inflationary status as from January 1, 2010, which requires that transactions and balances are re-measured as if the U.S. dollar was the functional currency for such operation. The cumulative three year inflation rate as of December 31, 2010 exceeded 100% . The Company continues to treat the economy of Venezuela as highly-inflationary. Therefore, no translation effect was accounted for in other comprehensive income related to the Venezuelan operations. O n February 10, 2015, the Venezuelan government issued a decree that unified the two previous foreign exchange systems “SICAD 1 and SICAD 2” into a new single system ( SICAD ) , with an initial public foreign exchange rate of 12 BsF per U.S. dollar. The SICAD auction process remains available only to obtain foreign currency to pay for a limited list of goods considered to be of high priority by the Venezuelan government, which does not include those relating to the Company’s business. In the same decree the Venezuelan government created the “Sistema Marginal de Divisas” (“SIMADI”), a new foreign exchange system that is separate from SICAD, which publishes a foreign exchange rate from the Central Bank of Venezuela (“ BCV ”) on a daily basis. In light of the disappearance of SICAD 2, and the Company’s inability to gain access to U.S. dollars under SICAD, it started requesting and was granted U.S. dollars through SIMADI. As a result, the Company from that moment expected to settle its transactions through SIMADI going forward and concluded that the SIMADI exchange rate should be used to re-measure its bolivar-denominated monetary assets and liabilities and to re-measure the revenues and expenses of the Venezuelan subsidiaries effective as of March 31, 2015. In connection with this re-measurement, the Company recorded a foreign exchange loss of $20.4 million during the first quarter of 2015. Considering this change in facts and circumstances and the lower U.S. dollar-equivalent cash flows then expected from the Venezuelan business, the Company reviewed its long-lived assets, goodwill and intangible assets with indefinite useful life for impairment and concluded that the carrying value of certain real estate investments in Venezuela as of March 31, 2015 would not be fully recoverable. As a result, the Company recorded an impairment of long-lived assets of $ 16.2 million on March 31, 2015. The carrying amount was adjusted to its estimated fair value of approximately $9.2 million as of March 31, 2015 , by using the market approach, and considering prices for similar assets. On March 9, 2016 the BCV issued the Exchange Agreement No.35, which is effective since March 10, 2016. The agreement established a “protected” exchange rate ( “ DIPRO ” ) for certain transactions, such as but not limited to: imports of goods of the food and health sectors, as well as supplies associated with the production of said sectors; expenses relating to health treatments, sports, culture, scientific research, and other urgent matters defined by the exchange regulations. All foreign currency transactions not expressly provided in Exchange Agreement No.35 will be processed on the alternate foreign currency markets governed by the exchange regulations, at the floating supplementary market exchange rate ( “ DICOM ” ). Additionally, the agreement established that the alternate foreign currency markets referred to in Exchange Agreement No.33 of February 10, 2015 (SIMADI) will continue to operate until replaced by others. As of the date of issuance of these interim condensed consolidated financial statements, the SIMADI has not been replaced and for that reason, the Company continued using SIMADI. From March 31, 2016 through June 30, 2016, the SIMADI exchange rate increased from 273 BsF per U.S. dollar to 628 BsF per U.S. dollar, a 130% increase in the exchange rate. As a consequence of the local currency devaluation , the Company recorded a foreign exchange loss of $4.9 million during the second quarter of 201 6 . Considering the significant devaluation and the lower U.S. dollar-equivalent cash flows then expected from the Venezuelan business, the Company reviewed its long-lived assets (including non-current other assets) , goodwill and intangible assets with indefinite useful life for impairment and concluded that the carrying value of certain real estate investments in Venezuela as of June 30, 2016 would not be fully recoverable. As a result, on June 30, 2016, the Company recorded an impairment related to offices and commercial property under construction included within non-current other assets of $13.7 million . The carrying amount of offices and commercial property under construction was adjusted to its estimated fair value of approximately $12.5 million as of June 30, 2016, by using the market approach, and considering prices for similar assets. As of September 30, 2016, the SIMADI exchange rate was 658.9 BsF per U.S. dollar . Until 2010 the Company was able to obtain U.S. dollars for any purpose, including dividends distribution, using alternative mechanisms other than through the Commission for the Administration of Foreign Exchange Control (CADIVI). Those U.S. dollars, obtained at a higher exchange rate than the one offered by CADIVI, and held at U.S. bank accounts of our Venezuelan subsidiaries, were used until 2012 for dividend distributions from our Venezuelan subsidiaries. The Company has not distributed dividends from the Venezuelan subsidiaries since 2011. The following table sets forth the assets, liabilities and net assets of the Company’s Venezuelan subsidiaries, before intercompany eliminations of a net liability of $13.4 million and $24.6 million, as of September 30 , 201 6 and December 31, 201 5 and net revenues for the nine -month periods ended September 30 , 201 6 and 201 5 : September 30, 2016 2015 (In thousands) Venezuelan operations Net Revenues $ 26,451 $ 28,529 September 30, December 31, 2016 2015 (In thousands) Assets 56,569 65,407 Liabilities (16,902) (36,266) Net Assets $ 39,667 $ 29,141 As of September 30 , 201 6 , net assets (before intercompany eliminations) of the Venezuelan subsidiaries amounted to approximately 10.0% o f consolidated net assets, and cash and investments of the Venezuelan subsidiaries held in local currency in Venezuela amounted to approximately 1.0% of our consolidated cash and investments. The Company’s ability to obtain U.S. dollars in Venezuela is negatively affected by the exchange regulations in Venezuela that are described above and elsewhere in these interim condensed consolidated financial statements. In addition, its business and ability to obtain U.S. dollars in Venezuela would be negatively affected by additional material devaluations or the imposition of significant additional and more stringent controls on foreign currency exchange by the Venezuelan government. Despite the current difficult macroeconomic environment in Venezuela, the Company continues to actively manage, through its Venezuelan subsidiaries, its investment in Venezuela. Argentine currency status During December 2015 the Argentine peso exchange rate increased by approximately 37% against the U.S. dollar to 13.3 Argentine pesos per U.S. dollar as of December 31, 2015. Due to this increase, during the fourth quarter of 2015, the Company recognized a foreign exchange gain of $18.2 million (as a result of having a net asset position in U.S. dollars) and the reported Other Comprehensive Loss increased by $22.8 million (as a result of having a net asset position in Argentine pesos). As of September 30 , 2016 the Argentine Peso exchange rate against the U.S. dollar was 15.3 . Brazilian currency status During 2015, the Brazilian Reais exchange rate increased in approximately 44% , relative to the U.S. dollar, from 2.7 Brazilian Reais per U.S. dollar as of December 31, 2014 to 3.9 Brazilian Reais per U.S. dollar as of December 31, 2015. Due to the fluctuations of the Brazilian foreign currency against the U.S. dollar, the Company recognized a foreign exchange gain of $14.6 million during the year 2015. In addition, the reported Other Comprehensive Loss of our Brazilian segment increased by $9.0 million during the year 2015 . As of September 30 , 2016 the Brazilian Reais exchange rate against the U.S. dollar was 3.2 . |
Income and Asset Taxes | Income and asset taxes The Company is subject to U.S. and foreign income taxes. The Company accounts for income taxes following the liability method of accounting which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets are also recognized for tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized. The Company’s income tax expense consists of taxes currently payable, if any, plus the change during the period in the Company’s deferred tax assets and liabilities. On August 17, 2011, the Argentine government issued a new software development law and on September 9, 2013 the regulatory decree was issued, which established the new requirement to become beneficiary of the new software development law. The new decree establishes compliance requirements with annual incremental ratios related to exports of services and research and development expenses that must be achieved to remain within the tax holiday. The Argentine operation will have to achieve certain required ratios annually under the new software development law. The Industry Secretary resolution which rules, among other provisions, on the mechanism to file the information to obtain the benefits derived from the new software development law was issued in late February 2014. During May 2014, the Company presented all the required documentation in order to apply for the new software development law. On September 17, 2015, the Argentine Industry Secretary issued Resolution 1041/2015 approving the Company’s application for eligibility under the new software development law for the Company’s Argentinean subsidiary, Mercadolibre S.R.L. Furthermore, on September 18, 2016, the Argentine Industry Secretary issued Resolution s 93/2016 and 97/2016 approving the Company’s application for eligibility under the new software development law for the Company’s Argentinean subsidiaries, Neosur S.RL. and Business Vision S.A. As a result, the Company’s Argentinean subsidiaries have been granted a tax holiday retroactive from September 18, 2014. A portion of the benefits obtained as beneficiaries of the new law is a relief of 60% of total income tax related to software development activities and a 70% relief in payroll taxes related to software development activities. The new software development law, which provides that beneficiaries must meet certain on-going eligibility requirements, will expire on December 31 , 2019. As a result of the Company’s eligibility under the new law, it recorded an income tax benefit of $16,018 and $6,823 thousands for the nine and three -month periods ended September 30, 2016, respectively. Furthermore, the Company recorded a labor cost benefit of $4,173 and $2,167 thousands for the nine and three-month periods ended September 30, 2016, respectively . Additionally, $ 1,416 and $631 thousands were accrued to pay software development law audit fees during the nine and three-month periods ended September 30, 2016, respectively . During the third quarter of 2015, the Company recorde d an income tax benefit of $16,015 thousands, a labor cost benefit of $4,183 thousands and $1,414 million were accrued to pay software development law audit fees. Aggregate per share effect of the Argent ine tax holiday amounted to $0.46 and $0.20 for the nine and three-month periods ended September 30, 2016, respectively. In November 2015, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17). The new guidance requires that deferred income tax liabilities and assets be classified as non-current in a classified statement of financial position. The amendments in this Update are effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The company elected to apply the amendments retrospectively to all periods presented as it reduce s the costs and complexity in current GAAP without affecting the quality of information provided to users of financial statements. The quantitative effect of the change on the December 31, 2015 balance sheet presented was a decrease in current deferred tax assets and current deferred tax liabilities of 12,290 thousands and 2,551 thousands, respectively. Those balances were reclassified to non-current deferred tax assets and non-current deferred tax liabilities as appropriate. Consequently, all deferred taxes were presented as Non-current in balance sheet. As of September 30, 2016 and December 31, 2015, the Company included under non-current deferred tax assets caption the foreign tax credits related to the dividend distributions received from its subsidiaries for a total amount of $15,966 thousands and $10,102 thousands, respectively. Those foreign tax credits will be used to offset the future domestic income tax payable. |
Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss The following table sets forth the Company’s accumulated other comprehensive loss as of September 3 0 , 2016 and the year ended December 31, 2015: September 30, December 31, 2016 2015 (In thousands) Accumulated other comprehensive loss: Foreign currency translation $ (249,663) $ (238,607) Unrealized gains (losses) on investments 1,077 (1,023) Estimated tax (loss) gain on unrealized gains (losses) on investments (365) 351 $ (248,951) $ (239,279) The following tables summarize the changes in accumulated balances of other comprehensive loss for the nine -month period ended September 3 0 , 2016: Unrealized Foreign Estimated tax (Losses) Gains on Currency (expense) Investments Translation benefit Total (In thousands) Balances as of December 31, 2015 $ (1,023) $ (238,607) $ 351 $ (239,279) Other comprehensive loss before reclassifications adjustments for gains (losses) on available for sale investments 1,077 (11,056) (365) (10,344) Amount of gain (loss) reclassified from accumulated other comprehensive loss 1,023 — (351) 672 Net current period other comprehensive income gain (loss) 2,100 (11,056) (716) (9,672) Ending balance $ 1,077 $ (249,663) $ (365) $ (248,951) Amount of (Loss) Gain Reclassified from Details about Accumulated Accumulated Other Other Comprehensive Loss Comprehensive Affected Line Item Components Loss in the Statement of Income (In thousands) Unrealized losses on investments $ (1,023) Interest expense and other financial losses Estimated tax gain on unrealized losses on investments 351 Income / asset tax gain Total reclassifications for the year $ (672) Total, net of income taxes |
Inventory | Inventory Inventory, consisting of points of sale (“POS”) devices available for sale, are accounted for using the first-in first-out (“FIFO”) method, and are valued at the lower of cost or market value. |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company reviews its long-lived assets (including non-current other assets) for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As explained above under “Foreign Currency Translation”, the Company has been subject to more unfavorable exchange markets in Venezuela since March 2015. Furthermore, from March 31, 2016 through June 30, 2016, the SIMADI exchange rate increased from 273 BsF per U.S. dollar to 628 BsF per U.S. dollar, a 130% increase in the exchange rate. Considering these changes in facts and circumstances and the lower U.S. dollar-equivalent cash flows expected from the Venezuelan business, and long-lived assets expected use, the Company concluded that certain real estate investments held in Caracas, Venezuela, should be impaired. The fair value of long-lived assets was estimated through market approach using level 3 inputs in the fair value hierarchy. These level 3 inputs included, but are not limited to, executed purchase agreements in similar assets and third party valuations. As a consequence, the Company estimated the fair value of the impaired long-lived assets, and recorded impairment losses of $13.7 million and $16.2 million on June 30, 2016 and March 31, 2015 , respectively. |
Use of Estimates | Use of estimates The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to accounting for allowance for doubtful accounts and chargeback provisions, recoverability of goodwill and intangible assets with indefinite useful life, useful life of long-lived assets and intangible assets, impairment of short-term and long-term investments, impairment of long-lived assets, compensation costs relating to the Company’s long term retention plan, fair value of convertible debt note, recognition of income taxes and contingencies. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements On March 8, 2016 the FASB issued the ASU 2016-04. When an entity sells a prepaid stored-value product (such as gift cards, telecommunication cards, and traveler’s checks), it recognizes a financial liability for its obligation to provide the product holder with the ability to purchase goods or services at a third-party merchant. When a prepaid stored-value product goes unused wholly or partially for an indefinite time period, the amount that remains on the product is referred to as breakage. There currently is diversity in the methodology used to recognize breakage. Subtopic 405-20 includes derecognition guidance for both financial liabilities and nonfinancial liabilities, and Topic 606, Revenue from Contracts with Customers, includes authoritative breakage guidance but excludes financial liabilities. The amendments in this Update provide a narrow scope exception to the guidance in Subtopic 405-20 to require that breakage be accounted for consistent with the breakage guidance in Topic 606. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the company´s financial statements. On March 14, 2016 the FASB issued the ASU 2016-06. Topic 815 requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met, including the “clearly and closely related” criterion. The amendments in this Update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The amendments apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the company´s financial statements. On March 17, 2016 the FASB issued the ASU 2016-08. This update releases Accounting Standards Update No. 2016-08--Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in this Update will clarify the implementation guidance on principal versus agent considerations. The new standard is effective for fiscal years beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements. On March 30, 2016 the FASB issued the ASU 2016-09. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards. The areas for simplification in this Update involve several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. In addition, the amendments in this Update eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. This Accounting Standards Update is the final version of Proposed Accounting Standards Update—Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which has been deleted. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements. On April 14, 2016 the FASB issued the ASU 2016-10.This update releases Accounting Standards Update No. 2016-10—Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This Update clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard. The Update includes targeted improvements based on input the Board received from the Transition Resource Group for Revenue Recognition and other stakeholders. The Update seeks to proactively address areas in which diversity in practice potentially could arise, as well as to reduce the cost and complexity of applying certain aspects of the guidance both at implementation and on an ongoing basis. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. On May 3, 2016 the FASB issued the ASU 2016-11 on Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815). The amendments in this Update eliminate some guidance related to revenue recognition and derivatives. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. On May 9, 2016 the FASB issued the ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients”. The amendments in this update address narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. Additionally, the amendments in this update provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The new standard is effective for fiscal years beginning after December 15, 2016. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. On June 16, 2016 the FASB issued the ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of credit losses on financial instruments”. This update amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this update eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect it’s current estimate of all expected credit losses. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however this topic will require that credit losses be presented as an allowance rather than as a write-down. The new standard is effective for fiscal years beginning after December 15, 2019. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company´s financial statements. On August 26, 2016 the FASB issued the “ ASU 2016-15—Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments ”. This update addresses the following e ight specific cash flow issues: d ebt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The new standard is effective for fiscal years beginning after December 15, 201 7. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements . On October 24, 2016 the FASB issued the “ ASU 2016-1 6 — Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ”. This update eliminates the exception that prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset or assets have been sold to an outside party. Consequently, this update requires to recognize the current and deferred income tax consequences of an intra-entity asset transfer when the transfer occurs. The new standard is effective for fiscal years beginning after December 15, 201 7. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the C ompany´s financial statements . |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Assets, Liabilities and Net Assets of Company's Venezuelan Subsidiaries | September 30, 2016 2015 (In thousands) Venezuelan operations Net Revenues $ 26,451 $ 28,529 September 30, December 31, 2016 2015 (In thousands) Assets 56,569 65,407 Liabilities (16,902) (36,266) Net Assets $ 39,667 $ 29,141 |
Accumulated Other Comprehensive Loss | September 30, December 31, 2016 2015 (In thousands) Accumulated other comprehensive loss: Foreign currency translation $ (249,663) $ (238,607) Unrealized gains (losses) on investments 1,077 (1,023) Estimated tax (loss) gain on unrealized gains (losses) on investments (365) 351 $ (248,951) $ (239,279) |
Summary of Changes in Accumulated Balances of Other Comprehensive Loss | Unrealized Foreign Estimated tax (Losses) Gains on Currency (expense) Investments Translation benefit Total (In thousands) Balances as of December 31, 2015 $ (1,023) $ (238,607) $ 351 $ (239,279) Other comprehensive loss before reclassifications adjustments for gains (losses) on available for sale investments 1,077 (11,056) (365) (10,344) Amount of gain (loss) reclassified from accumulated other comprehensive loss 1,023 — (351) 672 Net current period other comprehensive income gain (loss) 2,100 (11,056) (716) (9,672) Ending balance $ 1,077 $ (249,663) $ (365) $ (248,951) |
Reclassifications Out of Accumulated Other Comprehensive Loss | Amount of (Loss) Gain Reclassified from Details about Accumulated Accumulated Other Other Comprehensive Loss Comprehensive Affected Line Item Components Loss in the Statement of Income (In thousands) Unrealized losses on investments $ (1,023) Interest expense and other financial losses Estimated tax gain on unrealized losses on investments 351 Income / asset tax gain Total reclassifications for the year $ (672) Total, net of income taxes |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Net Income Per Share [Abstract] | |
Net Income (Loss) Per Share of Common Stock | Nine Months Ended September 30, Three Months Ended September 30, 2016 2015 2016 2015 (In thousands) Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income per common share $ 1.93 $ 1.93 $ 1.51 $ 1.51 $ 0.88 $ 0.88 $1.03 $1.03 Numerator: Net income $ 85,017 $ 85,017 $ 66,824 $ 66,824 $ 38,912 $ 38,912 $45,640 $45,640 Denominator: Weighted average of common stock outstanding for Basic earnings per share 44,157,215 44,155,303 44,157,341 44,155,830 Adjusted weighted average of common stock outstanding for Diluted earnings per share 44,157,215 44,155,303 44,157,341 44,155,830 |
Business Combinations, Goodwi21
Business Combinations, Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Composition of Goodwill and Intangible Assets | September 30, December 31, 2016 2015 (In thousands) Goodwill $ 94,493 $ 86,545 Intangible assets with indefinite lives - Trademarks 13,388 13,074 Amortizable intangible assets - Licenses and others 7,457 8,691 - Non-compete/solicitation agreement 1,835 1,615 - Customer lists 14,825 12,971 - Trademarks 612 — Total intangible assets $ 38,117 $ 36,351 Accumulated amortization (10,392) (7,360) Total intangible assets, net $ 27,725 $ 28,991 |
Table Showing Changes in Carrying Amount of Goodwill | Period ended September 30, 2016 Brazil Argentina Chile Mexico Venezuela Colombia Other Countries Total (In thousands) Balance, beginning of the period $ 18,526 $ 7,430 $ 16,438 $ 33,834 $ 5,729 $ 3,437 $ 1,151 $ 86,545 - Business acquisition 5,635 700 — 190 260 57 32 6,874 - Effect of exchange rates changes 3,667 (1,164) 1,238 (2,979) — 299 13 1,074 Balance, end of the period $ 27,828 $ 6,966 $ 17,676 $ 31,045 $ 5,989 $ 3,793 $ 1,196 $ 94,493 Year ended December 31, 2015 Brazil Argentina Chile Mexico Venezuela Colombia Other Countries Total (In thousands) Balance, beginning of year $ 10,557 $ 11,859 $ 19,101 $ 15,719 $ 5,729 $ 4,521 $ 1,343 $ 68,829 - Business acquisition 14,066 — — 22,978 — — — 37,044 - Effect of exchange rates changes (6,097) (4,429) (2,663) (4,863) — (1,084) (192) (19,328) Balance, end of the year $ 18,526 $ 7,430 $ 16,438 $ 33,834 $ 5,729 $ 3,437 $ 1,151 $ 86,545 |
Expected Intangible Asset Amortization Expense | For year ended 12/31/2016 $ 1,045 For year ended 12/31/2017 3,554 For year ended 12/31/2018 3,013 For year ended 12/31/2019 2,373 Thereafter 4,352 $ 14,337 |
Monits S.A. [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Price Allocation for Acquisition | Monits S.A. In thousands of U.S. dollars Cash and cash equivalents $ 3 Other net tangible assets 25 Total net tangible assets acquired 28 Non solicitation agreement 196 Goodwill 2,832 Purchase Price $ 3,056 |
Axado Informação e Tecnologia S.A. [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Price Allocation for Acquisition | Axado Informacao e Tecnologia Ltda In thousands of U.S. dollars Cash and cash equivalents $ 90 Other net tangible assets 77 Total net tangible assets acquired 167 Customer lists 676 Trademark 251 Software 282 Non-solicitation and Non-compete agreements 118 Goodwill 4,042 Purchase Price $ 5,536 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Financial Performance of Company's Reporting Segments | Nine Months Ended September 30, 2016 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 311,427 $ 185,885 $ 34,375 $ 26,451 $ 29,983 $ 588,121 Direct costs (188,772) (105,217) (29,004) (12,691) (21,281) (356,965) Impairment of Long-lived Assets - - - (13,717) - (13,717) Direct contribution 122,655 80,668 5,371 43 8,702 217,439 Operating expenses and indirect costs of net revenues (101,055) Income from operations 116,384 Other income (expenses): Interest income and other financial gains 25,192 Interest expense and other financial losses (18,807) Foreign currency losses (5,062) Net income before income / asset tax expense $ 117,707 Nine Months Ended September 30, 2015 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 215,651 $ 171,496 $ 29,308 $ 28,529 $ 26,074 $ 471,058 Direct costs (127,406) (92,547) (21,175) (10,500) (16,427) (268,055) Impairment of Long-lived Assets - - - (16,226) - (16,226) Direct contribution 88,245 78,949 8,133 1,803 9,647 186,777 Operating expenses and indirect costs of net revenues (81,273) Income from operations 105,504 Other income (expenses): Interest income and other financial gains 14,768 Interest expense and other financial losses (16,162) Foreign currency losses (6,647) Net income before income / asset tax expense $ 97,463 Three Months Ended September 30, 2016 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 131,003 $ 69,983 $ 11,807 $ 6,885 $ 11,169 $ 230,847 Direct costs (77,012) (39,026) (10,353) (3,462) (7,943) (137,796) Direct contribution 53,991 30,957 1,454 3,423 3,226 93,051 Operating expenses and indirect costs of net revenues (39,342) Income from operations 53,709 Other income (expenses): Interest income and other financial gains 9,892 Interest expense and other financial losses (6,492) Foreign currency losses (4,823) Net income before income / asset tax expense $52,286 Three Months Ended September 30, 2015 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $74,286 $67,234 $9,880 $8,860 $8,381 $168,641 Direct costs (43,730) (38,705) (8,560) (3,665) (5,345) (100,005) Direct contribution 30,556 28,529 1,320 5,195 3,036 68,636 Operating expenses and indirect costs of net revenues (23,356) Income from operations 45,280 Other income (expenses): Interest income and other financial gains 5,777 Interest expense and other financial losses (6,011) Foreign currency gains 2,570 Net income before income / asset tax expense $47,616 |
Allocation of Long-Lived Tangible Assets Based on Geography | September 30, December 31, 2016 2015 (In thousands) US property and equipment, net $ 10,268 $ 12,756 Other countries Argentina 22,875 22,379 Brazil 54,350 17,150 Mexico 2,806 2,475 Venezuela 21,471 21,556 Other countries 9,236 5,317 $ 110,738 $ 68,877 Total property and equipment, net $ 121,006 $ 81,633 |
Allocation of Property and Equipment, Net Based on Geography | September 30, December 31, 2016 2015 (In thousands) US intangible assets $ 137 $ 235 Other countries goodwill and intangible assets Argentina 8,072 8,763 Brazil 31,689 21,338 Mexico 41,407 46,186 Venezuela 7,403 7,217 Other countries 33,510 31,797 $ 122,081 $ 115,301 Total goodwill and intangible assets $ 122,218 $ 115,536 |
Consolidated Net Revenues by Similar Products and Services | Nine-months Ended September 30, Three-months Ended September 30, Consolidated Net Revenues 2016 2015 2016 2015 (In thousands) (In thousands) Marketplace $ 341,749 $ 286,523 $ 134,374 $ 98,580 Non-marketplace (*) $ 246,372 $ 184,535 $ 96,473 $ 70,061 Total $ 588,121 $ 471,058 $ 230,847 $ 168,641 (*) Includes, among other things, Ad Sales, Real Estate, Motors, Financing Fees, Off-platform Payment Fees, Shipping Fees and other ancillary services. |
Fair Value Measurement of Ass23
Fair Value Measurement of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurement of Assets and Liabilities [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Quoted Prices in Quoted Prices in Balances as of active markets for Significant other Unobservable Balances as of active markets for Significant other Unobservable September 30, identical Assets observable inputs inputs December 31, identical Assets observable inputs inputs Description 2016 (Level 1) (Level 2) (Level 3) 2015 (Level 1) (Level 2) (Level 3) (In thousands) Assets Cash and Cash Equivalents: Money Market Funds $ 97,602 $ 97,602 $ — $ — $ 46,423 $ 46,423 $ — $ — Corporate Debt Securities 1,997 — 1,997 — 15,785 — 15,785 — Investments: Sovereign Debt Securities $ 53,745 $ 53,235 $ 510 $ — $ 69,302 $ 64,264 $ 5,038 $ — Corporate Debt Securities 218,648 102,589 116,059 — 232,257 51,974 180,283 — Certificates of deposit 39,100 — 39,100 — 11,516 — 11,516 — Total Financial Assets $ 411,092 $ 253,426 $ 157,666 $ — $ 375,283 $ 162,661 $ 212,622 $ — Liabilities: Contingent considerations $ 4,154 $ — $ — $ 4,154 $ 9,007 $ — $ — $ 9,007 Long-term retention plan 24,960 — 24,960 — 17,159 — 17,159 — Total Financial Liabilities $ 29,114 $ — $ 24,960 $ 4,154 $ 26,166 $ — $ 17,159 $ 9,007 |
Fair Value of Financial Assets and Liabilities Measured at Amortized Cost | Balances as of Significant other Balances as of Significant other September 30, observable inputs December 31, observable inputs 2016 (Level 2) 2015 (Level 2) (In thousands) Assets Time Deposits $ 127,335 127,335 $ 76,658 76,658 Accounts receivable 31,086 31,086 28,428 28,428 Credit Cards receivable 226,818 226,818 131,946 131,946 Other assets 52,722 52,722 53,532 53,532 Total Assets $ 437,961 $ 437,961 $ 290,564 $ 290,564 Liabilities Accounts payable and accrued expenses $ 95,970 $ 95,970 $ 62,038 $ 62,038 Funds payable to customers 313,837 313,837 203,247 203,247 Salaries and social security payable 33,517 33,517 26,181 26,181 Taxes payable 27,810 27,810 10,092 10,092 Dividends payable 6,624 6,624 4,548 4,548 Loans payable and other financial liabilities (*) 305,549 305,549 296,307 296,307 Other liabilities 12,579 12,579 8,520 8,520 Total Liabilities $ 795,886 $ 795,886 $ 610,933 $ 610,933 |
Fair Value of Money Market Funds, Short and Long-Term Investments Classified as Available for Sale Securities | September 30, 2016 Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 97,602 $ — $ — $ 97,602 Corporate Debt Securities 2,000 — (3) 1,997 Total Cash and cash equivalents $ 99,602 $ — $ (3) $ 99,599 Short-term investments Sovereign Debt Securities $ 4,279 $ 2 $ — $ 4,281 Corporate Debt Securities 112,990 52 (108) 112,934 Certificates of deposit 39,076 26 (2) 39,100 Total Short-term investments $ 156,345 $ 80 $ (110) $ 156,315 Long-term investments Sovereign Debt Securities $ 49,394 $ 70 $ — $ 49,464 Corporate Debt Securities 105,044 697 (27) 105,714 Total Long-term investments $ 154,438 $ 767 $ (27) $ 155,178 Total $ 410,385 $ 847 $ (140) $ 411,092 December 31, 2015 Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 46,423 $ — $ — $ 46,423 Corporate Debt Securities 15,796 — (11) 15,785 Total Cash and cash equivalents $ 62,219 $ — $ (11) $ 62,208 Short-term investments Sovereign Debt Securities $ 13,981 $ — $ (19) $ 13,962 Corporate Debt Securities 103,130 4 (157) 102,977 Certificates of deposit 8,516 1 (2) 8,515 Total Short-term investments $ 125,627 $ 5 $ (178) $ 125,454 Long-term investments Sovereign Debt Securities $ 55,536 $ 53 $ (249) $ 55,340 Corporate Debt Securities 129,921 18 (659) 129,280 Certificates of deposit 3,003 — (2) 3,001 Total Long-term investments $ 188,460 $ 71 $ (910) $ 187,621 Total $ 376,306 $ 76 $ (1,099) $ 375,283 (1) Unrealized gains ( losses ) from securities are attributable to market price movements , net foreign exchange losses and foreign currency translation . Management does not believe any remaining significant unrealized losses represent other-than-temporary impairments based on the evaluation of available evidence including the credit rating of the investments, as of September 3 0 , 2016 and December 31, 2015. |
Estimated Fair Values of Money Market Funds, Short-Term and Long-Term Investments | One year or less 255,914 One year to two years 72,391 Two years to three years 55,840 Three years to four years 13,036 Four years to five years 13,911 Total $ 411,092 |
Long Term Retention Plan ("LT24
Long Term Retention Plan ("LTRP") (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Long Term Retention Plan ("LTRP") [Abstract] | |
Long Term Retention Plans Accrued Compensation Expense | Nine Months Ended September 30, Three Months Ended September 30, 2016 (*) 2015 (*) 2016 (*) 2015 (*) (**) (In thousands) (In thousands) LTRP 2009 648 7 352 (301) LTRP 2010 1,017 274 543 (237) LTRP 2011 1,275 365 672 (222) LTRP 2012 1,555 496 813 (211) LTRP 2013 3,380 1,762 1,689 (276) LTRP 2014 3,089 2,216 1,448 90 LTRP 2015 3,846 2,912 1,663 2,912 LTRP 2016 4,441 - 1,944 - Total LTRP 19,251 8,032 9,124 1,755 (*) (Gain) / loss. (**) For the three-month period ended September 30, 2015, the table above shows a negative change of compensation costs for LTRP 2009, 2010, 2011, 2012 and 2013 as a consequence of a decrease in the Company’s stock price during the quarter. |
2.25% Convertible Senior Note25
2.25% Convertible Senior Notes Due 2019 (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
2.25% Convertible Senior Notes Due 2019 [Abstract] | |
Carrying Amounts of Liability and Equity Components | September 30, 2016 December 31, 2015 (In thousands) Amount of the equity component (1) $ 45,808 $ 45,808 2.25% convertible senior notes due 2019 $ 330,000 $ 330,000 Unamortized debt discount (2) (27,408) (34,214) Unamortized transaction costs related to the debt component (4,311) (5,309) Contractual coupon interest accrual 5,569 7,425 Contractual coupon interest payment (3,713) (7,425) Net carrying amount $ 300,137 $ 290,477 (1) Net of $1,177 thousands of transaction costs related to the equity component of the Notes. (2) As of September 3 0 , 201 6 , the remaining period over which the unamortized debt discount will be amortized is 2.75 years. |
Summary of Interest Expense for Contractual Interest and Accretion of Debt Discount | Nine-month period ended September 30, 2016 Three-month period ended September 30, 2016 (In thousands) (In thousands) Contractual coupon interest expense $ 5,569 $ 1,856 Amortization of debt discount 6,806 2,310 Amortization of debt issuance costs 998 344 Total interest expense related to Notes $ 13,373 $ 4,510 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015USD ($)ARS / $BRL / $ | Sep. 30, 2016USD ($)$ / sharesARS / $VEF / $BRL / $ | Jun. 30, 2016USD ($)VEF / $ | Dec. 31, 2015USD ($)ARS / $BRL / $ | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2016USD ($)VEF / $ | Sep. 30, 2016USD ($)$ / sharesARS / $VEF / $BRL / $ | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)ARS / $BRL / $ | Dec. 31, 2014USD ($)BRL / $ | Dec. 31, 2013USD ($) | Mar. 31, 2016VEF / $ | Feb. 10, 2015VEF / $ | Jun. 30, 2014USD ($) | |
Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of revenues and operating costs generated in foreign operations | 99.90% | 99.70% | |||||||||||||
Long-lived assets, intangible assets and goodwill located in the foreign operations | $ 184,178,000 | $ 232,819,000 | $ 184,178,000 | $ 232,819,000 | $ 184,178,000 | ||||||||||
Foreign currency (loss) gain | (4,823,000) | $ 2,570,000 | (5,062,000) | $ (6,647,000) | |||||||||||
Exchange rate used to re-measure transactions | VEF / $ | 12 | ||||||||||||||
Foreign exchange gain (loss) | $ 20,400,000 | ||||||||||||||
Impairment of Long lived assets | 13,717,000 | 16,226,000 | |||||||||||||
Long-Lived Assets | 81,633,000 | 121,006,000 | 81,633,000 | 121,006,000 | 81,633,000 | ||||||||||
Liabilities | 664,148,000 | 861,070,000 | 664,148,000 | $ 861,070,000 | 664,148,000 | ||||||||||
Percentage on relief of total income tax | 60.00% | ||||||||||||||
Percentage on relief of payroll tax | 70.00% | ||||||||||||||
Income tax expense (benefit) | 13,374,000 | 1,976,000 | $ 32,690,000 | $ 30,639,000 | |||||||||||
Decrease current deferred tax assets | 12,290,000 | ||||||||||||||
Decrease current deferred tax liabilities | 2,551,000 | ||||||||||||||
Foreign tax credit | 10,102,000 | 15,966,000 | 10,102,000 | 15,966,000 | 10,102,000 | ||||||||||
New Software Development Law [Member] | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Income tax expense (benefit) | (6,823,000) | (16,015,000) | (16,018,000) | ||||||||||||
Labor cost benefit | $ 2,167,000 | 4,183,000 | $ 4,173,000 | ||||||||||||
Aggregate per share effect of the Argentine tax holiday | $ / shares | $ 0.46 | $ 0.20 | |||||||||||||
Software development law audit fees | $ 631,000 | $ 1,414,000 | $ 1,416,000 | ||||||||||||
Venezuelan Operations [Member] | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Foreign currency (loss) gain | $ (4,900,000) | 0 | $ 0 | $ 0 | |||||||||||
Cumulative Inflation Rate Period | 3 years | ||||||||||||||
Foreign currency inflation rate | 100.00% | 100.00% | |||||||||||||
Percentage of increase in exchange ratio | 130.00% | ||||||||||||||
Impairment of Long lived assets | 16,200,000 | $ 13,700,000 | $ 13,700,000 | ||||||||||||
Long-Lived Assets | $ 12,500,000 | $ 12,500,000 | |||||||||||||
Liabilities | 36,266,000 | $ 16,902,000 | 36,266,000 | $ 16,902,000 | 36,266,000 | ||||||||||
Foreign exchange rate | VEF / $ | 658.9 | 628 | 628 | 658.9 | 273 | ||||||||||
Fair value of real estate properties | $ 9,200,000 | ||||||||||||||
Percentage of consolidated net assets | 10.00% | 10.00% | |||||||||||||
Percentage of consolidated cash and investments | 1.00% | 1.00% | |||||||||||||
Venezuelan Operations [Member] | Intersegment Eliminations [Member] | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Liabilities | $ 24,600,000 | $ 13,400,000 | 24,600,000 | $ 13,400,000 | $ 24,600,000 | ||||||||||
Argentinean Subsidiaries [Member] | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Foreign currency (loss) gain | $ 18,200,000 | ||||||||||||||
Exchange rate used to re-measure transactions | ARS / $ | 13.30 | 15.30 | 13.30 | 15.30 | 13.30 | ||||||||||
Percentage of increase in exchange ratio | 37.00% | ||||||||||||||
Other comprehensive income | $ 22,800,000 | ||||||||||||||
Brazilian Subsidiaries [Member] | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Foreign currency (loss) gain | $ 14,600,000 | ||||||||||||||
Exchange rate used to re-measure transactions | BRL / $ | 3.90 | 3.20 | 3.90 | 3.20 | 3.90 | 2.70 | |||||||||
Percentage of increase in exchange ratio | 44.00% | ||||||||||||||
Other comprehensive income | $ 9,000,000 | ||||||||||||||
2.25% Convertible Senior Notes Due 2019 [Member] | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 330,000,000 | $ 330,000,000 | $ 330,000,000 | $ 330,000,000 | $ 330,000,000 | $ 330,000,000 | |||||||||
Debt instrument, interest rate | 2.25% | 2.25% | 2.25% |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Assets, Liabilities and Net Assets of Company's Venezuelan Subsidiaries) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Significant Accounting Policies [Line Items] | |||||
Net Revenues | $ 230,847 | $ 168,641 | $ 588,121 | $ 471,058 | |
Assets | 1,256,057 | 1,256,057 | $ 1,003,606 | ||
Liabilities | (861,070) | (861,070) | (664,148) | ||
Venezuelan Operations [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Net Revenues | 26,451 | $ 28,529 | |||
Assets | 56,569 | 56,569 | 65,407 | ||
Liabilities | (16,902) | (16,902) | (36,266) | ||
Net Assets | $ 39,667 | $ 39,667 | $ 29,141 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies [Abstract] | ||
Foreign currency translation | $ (249,663) | $ (238,607) |
Unrealized gains (losses) on investments | 1,077 | (1,023) |
Estimated tax (loss) gain on unrealized gains (losses) on investments | (365) | 351 |
Accumulated other comprehensive loss | $ (248,951) | $ (239,279) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Summary of Changes in Accumulated Balances of Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Beginning Balance | $ 351 | |
Other comprehensive loss before reclassifications adjustments for gains (losses) on available for sale investments, tax | (365) | |
Amount of gain (loss) reclassified from accumulated other comprehensive loss, tax | (351) | |
Net current period other comprehensive income gain (loss), tax | (716) | |
Ending Balance | (365) | |
Beginning Balance | (239,279) | |
Other comprehensive loss before reclassifications adjustments for gains (losses) on available for sale investments, net of tax | (10,344) | |
Amount of gain (loss) reclassified from accumulated other comprehensive loss, net of tax | 672 | $ 379 |
Net current period other comprehensive income gain (loss), net of tax | (9,672) | |
Ending Balance | (248,951) | |
Unrealized (Losses) Gains on Investments [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Beginning Balance | (1,023) | |
Other comprehensive loss before reclassifications adjustments for gains (losses) on available for sale investments, before tax | 1,077 | |
Amount of gain (loss) reclassified from accumulated other comprehensive loss, before tax | 1,023 | |
Net current period other comprehensive income (loss), before tax | 2,100 | |
Ending Balance | 1,077 | |
Foreign Currency Translation [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Beginning Balance | (238,607) | |
Other comprehensive loss before reclassifications adjustments for gains (losses) on available for sale investments, before tax | (11,056) | |
Net current period other comprehensive income (loss), before tax | (11,056) | |
Ending Balance | $ (249,663) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Reclassifications Out of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense and other financial losses | $ (6,492) | $ (6,011) | $ (18,807) | $ (16,162) |
Income / asset tax gain | (13,374) | (1,976) | (32,690) | (30,639) |
Net income | $ 38,912 | $ 45,640 | 85,017 | $ 66,824 |
Amount of (Loss) Reclassified from Accumulated Other Comprehensive Loss [Member] | Unrealized (Losses) Gains on Investments [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense and other financial losses | (1,023) | |||
Income / asset tax gain | 351 | |||
Net income | $ (672) |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income attributable to MercadoLibre, Inc. per common share | ||||
Net income attributable to MercadoLibre, Inc. Shareholders per common share, Basic | $ 0.88 | $ 1.03 | $ 1.93 | $ 1.51 |
Net income attributable to MercadoLibre, Inc. Shareholders per common share, Diluted | $ 0.88 | $ 1.03 | $ 1.93 | $ 1.51 |
Numerator: | ||||
Net income attributable to MercadoLibre, Inc. Shareholders, Basic | $ 38,912 | $ 45,640 | $ 85,017 | $ 66,824 |
Net income attributable to MercadoLibre, Inc. Shareholders, Diluted | $ 38,912 | $ 45,640 | $ 85,017 | $ 66,824 |
Denominator: | ||||
Weighted average of common stock outstanding for Basic earnings per share | 44,157,341 | 44,155,830 | 44,157,215 | 44,155,303 |
Adjusted weighted average of common stock outstanding for Diluted earnings per share | 44,157,341 | 44,155,830 | 44,157,215 | 44,155,303 |
Business Combinations, Goodwi32
Business Combinations, Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | Jun. 01, 2016 | Feb. 12, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||||||
Aggregate amortization expense for intangible assets | $ 1,144 | $ 909 | $ 2,863 | $ 2,273 | ||||
Monits S.A. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of acquisition | 100.00% | |||||||
Aggregate purchase price for acquisition | $ 3,056 | |||||||
Business acquisition, cash paid | 1,713 | |||||||
Amount in escrow account | 128 | |||||||
Additional contingent consideration | 1,215 | |||||||
Net revenues | $ 1,641 | |||||||
Net income (loss) | $ 93 | |||||||
Fair value of contingent consideration | $ 1,215 | $ 1,215 | ||||||
Intangible assets | $ 196 | |||||||
Monits S.A. [Member] | Non-Compete Agreement/Solicitation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized period, years | 2 years | |||||||
Axado Informação e Tecnologia S.A. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of acquisition | 100.00% | |||||||
Aggregate purchase price for acquisition | $ 5,536 | |||||||
Business acquisition, cash paid | 4,706 | |||||||
Amount in escrow account | 830 | |||||||
Additional contingent consideration | 830 | |||||||
Net revenues | $ 363 | |||||||
Net income (loss) | $ (92) | |||||||
Intangible assets | 1,327 | |||||||
Axado Informação e Tecnologia S.A. [Member] | Customer Lists [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 676 | |||||||
Amortized period, years | 5 years | |||||||
Axado Informação e Tecnologia S.A. [Member] | Non-Compete Agreement/Solicitation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 118 | |||||||
Amortized period, years | 5 years | |||||||
Axado Informação e Tecnologia S.A. [Member] | Trademarks [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortized period, years | 3 years | |||||||
Axado Informação e Tecnologia S.A. [Member] | Software [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 282 | |||||||
Amortized period, years | 3 years |
Business Combinations, Goodwi33
Business Combinations, Goodwill and Intangible Assets (Summary of Preliminary Purchase Price Allocation for Acquisition) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 01, 2016 | Feb. 12, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 94,493 | $ 86,545 | $ 68,829 | ||
Chile [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 17,676 | 16,438 | 19,101 | ||
Mexico [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 31,045 | $ 33,834 | $ 15,719 | ||
Monits S.A. [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 3 | ||||
Other net tangible assets | 25 | ||||
Total net tangible assets | 28 | ||||
Intangible assets | 196 | ||||
Goodwill | 2,832 | ||||
Purchase Price | $ 3,056 | ||||
Axado Informação e Tecnologia S.A. [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 90 | ||||
Other net tangible assets | 77 | ||||
Total net tangible assets | 167 | ||||
Intangible assets | 1,327 | ||||
Goodwill | 4,042 | ||||
Purchase Price | 5,536 | ||||
Axado Informação e Tecnologia S.A. [Member] | Trademarks [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 251 | ||||
Axado Informação e Tecnologia S.A. [Member] | Customer Lists [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 676 | ||||
Axado Informação e Tecnologia S.A. [Member] | Software [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 282 | ||||
Axado Informação e Tecnologia S.A. [Member] | Non-Compete Agreement/Solicitation [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 118 |
Business Combinations, Goodwi34
Business Combinations, Goodwill and Intangible Assets (Composition of Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 94,493 | $ 86,545 | $ 68,829 |
Total intangible assets | 38,117 | 36,351 | |
Accumulated amortization | (10,392) | (7,360) | |
Total intangible assets, net | 27,725 | 28,991 | |
Licenses And Others [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 7,457 | 8,691 | |
Non-Compete Agreement/Solicitation [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 1,835 | 1,615 | |
Customer Lists [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 14,825 | 12,971 | |
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 612 | ||
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets with indefinite lives | $ 13,388 | $ 13,074 |
Business Combinations, Goodwi35
Business Combinations, Goodwill and Intangible Assets (Table Showing Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Balance, beginning of the period | $ 86,545 | $ 68,829 |
Business acquisition | 6,874 | 37,044 |
Effect of exchange rates changes | 1,074 | (19,328) |
Balance, end of the period | 94,493 | 86,545 |
Brazil [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 18,526 | 10,557 |
Business acquisition | 5,635 | 14,066 |
Effect of exchange rates changes | 3,667 | (6,097) |
Balance, end of the period | 27,828 | 18,526 |
Argentina [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 7,430 | 11,859 |
Business acquisition | 700 | |
Effect of exchange rates changes | (1,164) | (4,429) |
Balance, end of the period | 6,966 | 7,430 |
Chile [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 16,438 | 19,101 |
Business acquisition | ||
Effect of exchange rates changes | 1,238 | (2,663) |
Balance, end of the period | 17,676 | 16,438 |
Mexico [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 33,834 | 15,719 |
Business acquisition | 190 | 22,978 |
Effect of exchange rates changes | (2,979) | (4,863) |
Balance, end of the period | 31,045 | 33,834 |
Venezuela [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 5,729 | 5,729 |
Business acquisition | 260 | |
Effect of exchange rates changes | ||
Balance, end of the period | 5,989 | 5,729 |
Colombia [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 3,437 | 4,521 |
Business acquisition | 57 | |
Effect of exchange rates changes | 299 | (1,084) |
Balance, end of the period | 3,793 | 3,437 |
Other Countries [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 1,151 | 1,343 |
Business acquisition | 32 | |
Effect of exchange rates changes | 13 | (192) |
Balance, end of the period | $ 1,196 | $ 1,151 |
Business Combinations, Goodwi36
Business Combinations, Goodwill and Intangible Assets (Expected Intangible Asset Amortization Expense) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
For year ended 12/31/2016 | $ 1,045 |
For year ended 12/31/2017 | 3,554 |
For year ended 12/31/2018 | 3,013 |
For year ended 12/31/2019 | 2,373 |
Thereafter | 4,352 |
Total remaining amortization of intangible assets | $ 14,337 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) - 1 months ended Aug. 31, 2016 - Argentinean Subsidiaries [Member] - Office Building In Process Of Construction [Member] ARS in Millions, $ in Millions | ARSm²item | USD ($)m²item |
Segment Reporting Information [Line Items] | ||
Area of office property acquired | m² | 6,057 | 6,057 |
Number of parking space | item | 50 | 50 |
Aggregate purchase price for acquisition | ARS 481.4 | $ 31.4 |
Amount to be paid in installments | $ | 19 | |
Business acquisition, cash paid | $ | $ 9.4 | |
Number of monthly installments | item | 14 | 14 |
Amount to be paid once the property is delivered | $ | $ 3 | |
September 2017 Delivery [Member] | ||
Segment Reporting Information [Line Items] | ||
Area of office property acquired | m² | 2,224 | 2,224 |
September 2018 Delivery [Member] | ||
Segment Reporting Information [Line Items] | ||
Area of office property acquired | m² | 3,833 | 3,833 |
Segment Reporting (Financial Pe
Segment Reporting (Financial Performance of Company's Reporting Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 230,847 | $ 168,641 | $ 588,121 | $ 471,058 |
Direct costs | (137,796) | (100,005) | (356,965) | (268,055) |
Impairment of Long-Lived Assets | (13,717) | (16,226) | ||
Direct contribution | 93,051 | 68,636 | 217,439 | 186,777 |
Operating expenses and indirect costs of net revenues | (39,342) | (23,356) | (101,055) | (81,273) |
Income from operations | 53,709 | 45,280 | 116,384 | 105,504 |
Other income (expenses): | ||||
Interest income and other financial gains | 9,892 | 5,777 | 25,192 | 14,768 |
Interest expense and other financial losses | (6,492) | (6,011) | (18,807) | (16,162) |
Foreign currency gains (losses) | (4,823) | 2,570 | (5,062) | (6,647) |
Net income before income / asset tax expense | 52,286 | 47,616 | 117,707 | 97,463 |
Brazil [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 131,003 | 74,286 | 311,427 | 215,651 |
Direct costs | (77,012) | (43,730) | (188,772) | (127,406) |
Direct contribution | 53,991 | 30,556 | 122,655 | 88,245 |
Argentina [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 69,983 | 67,234 | 185,885 | 171,496 |
Direct costs | (39,026) | (38,705) | (105,217) | (92,547) |
Direct contribution | 30,957 | 28,529 | 80,668 | 78,949 |
Mexico [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 11,807 | 9,880 | 34,375 | 29,308 |
Direct costs | (10,353) | (8,560) | (29,004) | (21,175) |
Direct contribution | 1,454 | 1,320 | 5,371 | 8,133 |
Venezuela [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 6,885 | 8,860 | 26,451 | 28,529 |
Direct costs | (3,462) | (3,665) | (12,691) | (10,500) |
Impairment of Long-Lived Assets | (13,717) | (16,226) | ||
Direct contribution | 3,423 | 5,195 | 43 | 1,803 |
Other Countries [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 11,169 | 8,381 | 29,983 | 26,074 |
Direct costs | (7,943) | (5,345) | (21,281) | (16,427) |
Direct contribution | $ 3,226 | $ 3,036 | $ 8,702 | $ 9,647 |
Segment Reporting (Allocation o
Segment Reporting (Allocation of Property and Equipment, Net Based on Geography) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 121,006 | $ 81,633 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 10,268 | 12,756 |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 22,875 | 22,379 |
Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 54,350 | 17,150 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 2,806 | 2,475 |
Venezuela [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 21,471 | 21,556 |
Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 9,236 | 5,317 |
Total Foreign Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 110,738 | $ 68,877 |
Segment Reporting (Allocation40
Segment Reporting (Allocation of Goodwill and Intangible Assets Based on Geography) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | $ 122,218 | $ 115,536 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 137 | 235 |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 8,072 | 8,763 |
Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 31,689 | 21,338 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 41,407 | 46,186 |
Venezuela [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 7,403 | 7,217 |
Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 33,510 | 31,797 |
Total Foreign Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | $ 122,081 | $ 115,301 |
Segment Reporting (Consolidated
Segment Reporting (Consolidated Net Revenues by Similar Products and Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | $ 230,847 | $ 168,641 | $ 588,121 | $ 471,058 | |
Marketplace [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | 134,374 | 98,580 | 341,749 | 286,523 | |
Non-marketplace [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | [1] | $ 96,473 | $ 70,061 | $ 246,372 | $ 184,535 |
[1] | Includes, among other things, Ad Sales, Real Estate, Motors, Financing Fees, Off-platform Payment Fees, Shipping Fees and other ancillary services. |
Fair Value Measurement of Ass42
Fair Value Measurement of Assets and Liabilities (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Non-financial assets | $ 0 | $ 0 |
Non-financial liabilities | 0 | 0 |
Unobservable inputs (Level 3) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Recognized in earnings, contingent consideration | 305 | |
Other comprehensive (loss) income, gain from contingent considerations | 974 | |
Additional contingent consideration | 1,215 | |
Contingent consideration settled | 7,347 | |
Auction Rate Securities [Member] | Direct Investment [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | 0 |
Collateralized Debt Obligations [Member] | Direct Investment [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | 0 |
Structured Investment Vehicles [Member] | Direct Investment [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | $ 0 | $ 0 |
Fair Value Measurement of Ass43
Fair Value Measurement of Assets and Liabilities (Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | $ 411,092 | $ 375,283 |
Contingent considerations | 4,154 | 9,007 |
Long-term retention plan | 24,960 | 17,159 |
Total Financial Liabilities | 29,114 | 26,166 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 39,100 | 11,516 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | 253,426 | 162,661 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | 157,666 | 212,622 |
Long-term retention plan | 24,960 | 17,159 |
Total Financial Liabilities | 24,960 | 17,159 |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 39,100 | 11,516 |
Unobservable inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent considerations | 4,154 | 9,007 |
Total Financial Liabilities | 4,154 | 9,007 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 97,602 | 46,423 |
Money Market Funds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 97,602 | 46,423 |
Sovereign Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 53,745 | 69,302 |
Sovereign Debt Securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 53,235 | 64,264 |
Sovereign Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 510 | 5,038 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 1,997 | 15,785 |
Investments | 218,648 | 232,257 |
Corporate Debt Securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 102,589 | 51,974 |
Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 1,997 | 15,785 |
Investments | $ 116,059 | $ 180,283 |
Fair Value Measurement of Ass44
Fair Value Measurement of Assets and Liabilities (Fair Value of Financial Assets and Liabilities Measured at Amortized Cost) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | $ 437,961 | $ 290,564 |
Liabilities | 795,886 | 610,933 |
Accounts Payable And Accrued Expenses [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 95,970 | 62,038 |
Funds Payable to Customers [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 313,837 | 203,247 |
Salaries and Social Security Payable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 33,517 | 26,181 |
Taxes Payable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 27,810 | 10,092 |
Dividends Payable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 6,624 | 4,548 |
Loans Payable and Other Financial Liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 305,549 | 296,307 |
Other Liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 12,579 | 8,520 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | 437,961 | 290,564 |
Liabilities | 795,886 | 610,933 |
Significant Other Observable Inputs (Level 2) [Member] | Accounts Payable And Accrued Expenses [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 95,970 | 62,038 |
Significant Other Observable Inputs (Level 2) [Member] | Funds Payable to Customers [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 313,837 | 203,247 |
Significant Other Observable Inputs (Level 2) [Member] | Salaries and Social Security Payable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 33,517 | 26,181 |
Significant Other Observable Inputs (Level 2) [Member] | Taxes Payable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 27,810 | 10,092 |
Significant Other Observable Inputs (Level 2) [Member] | Dividends Payable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 6,624 | 4,548 |
Significant Other Observable Inputs (Level 2) [Member] | Loans Payable and Other Financial Liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 305,549 | 296,307 |
Significant Other Observable Inputs (Level 2) [Member] | Other Liabilities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | 12,579 | 8,520 |
Time Deposits [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | 127,335 | 76,658 |
Time Deposits [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | 127,335 | 76,658 |
Accounts Receivable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | 31,086 | 28,428 |
Accounts Receivable [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | 31,086 | 28,428 |
Credit Cards Receivable [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | 226,818 | 131,946 |
Credit Cards Receivable [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | 226,818 | 131,946 |
Other Assets [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | 52,722 | 53,532 |
Other Assets [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets | $ 52,722 | $ 53,532 |
Fair Value Measurement of Ass45
Fair Value Measurement of Assets and Liabilities (Fair Value of Money Market Funds, Short and Long-Term Investments Classified as Available for Sale Securities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | $ 410,385 | $ 376,306 | |
Gross Unrealized Gains | [1] | 847 | 76 |
Gross Unrealized Losses | [1] | (140) | (1,099) |
Estimated Fair Value | 411,092 | 375,283 | |
Cash and Cash Equivalents [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 99,602 | 62,219 | |
Gross Unrealized Losses | [1] | (3) | (11) |
Estimated Fair Value | 99,599 | 62,208 | |
Short-term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 156,345 | 125,627 | |
Gross Unrealized Gains | [1] | 80 | 5 |
Gross Unrealized Losses | [1] | (110) | (178) |
Estimated Fair Value | 156,315 | 125,454 | |
Long-Term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 154,438 | 188,460 | |
Gross Unrealized Gains | [1] | 767 | 71 |
Gross Unrealized Losses | [1] | (27) | (910) |
Estimated Fair Value | 155,178 | 187,621 | |
Money Market Funds [Member] | Cash and Cash Equivalents [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 97,602 | 46,423 | |
Estimated Fair Value | 97,602 | 46,423 | |
Sovereign Debt Securities [Member] | Short-term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 4,279 | 13,981 | |
Gross Unrealized Gains | [1] | 2 | |
Gross Unrealized Losses | [1] | (19) | |
Estimated Fair Value | 4,281 | 13,962 | |
Sovereign Debt Securities [Member] | Long-Term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 49,394 | 55,536 | |
Gross Unrealized Gains | [1] | 70 | 53 |
Gross Unrealized Losses | [1] | (249) | |
Estimated Fair Value | 49,464 | 55,340 | |
Corporate Debt Securities [Member] | Cash and Cash Equivalents [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 2,000 | 15,796 | |
Gross Unrealized Losses | [1] | (3) | (11) |
Estimated Fair Value | 1,997 | 15,785 | |
Corporate Debt Securities [Member] | Short-term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 112,990 | 103,130 | |
Gross Unrealized Gains | [1] | 52 | 4 |
Gross Unrealized Losses | [1] | (108) | (157) |
Estimated Fair Value | 112,934 | 102,977 | |
Corporate Debt Securities [Member] | Long-Term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 105,044 | 129,921 | |
Gross Unrealized Gains | [1] | 697 | 18 |
Gross Unrealized Losses | [1] | (27) | (659) |
Estimated Fair Value | 105,714 | 129,280 | |
Certificates of Deposit [Member] | Short-term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 39,076 | 8,516 | |
Gross Unrealized Gains | [1] | 26 | 1 |
Gross Unrealized Losses | [1] | (2) | (2) |
Estimated Fair Value | $ 39,100 | 8,515 | |
Certificates of Deposit [Member] | Long-Term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 3,003 | ||
Gross Unrealized Losses | [1] | (2) | |
Estimated Fair Value | $ 3,001 | ||
[1] | Unrealized gains (losses) from securities are attributable to market price movements, net foreign exchange losses and foreign currency translation. Management does not believe any remaining significant unrealized losses represent other-than-temporary impairments based on the evaluation of available evidence including the credit rating of the investments, as of September 30, 2016 and December 31, 2015. |
Fair Value Measurement of Ass46
Fair Value Measurement of Assets and Liabilities (Estimated Fair Values of Money Market Funds, Short-Term and Long-Term Investments) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Measurement of Assets and Liabilities [Abstract] | ||
One year or less | $ 255,914 | |
One year to two years | 72,391 | |
Two years to three years | 55,840 | |
Three years to four years | 13,036 | |
Four years to five years | 13,911 | |
Total | $ 411,092 | $ 375,283 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands, BRL in Millions | Aug. 15, 2011BRL | Sep. 30, 2016BRLitem | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)item | Aug. 15, 2011USD ($) | Dec. 31, 2007USD ($) |
Loss Contingencies [Line Items] | ||||||
Reserves for proceeding-related contingencies | $ | $ 5,644 | |||||
Aggregate amount for legal actions for which no loss amount has been accrued | $ | $ 4,522 | |||||
Loss accrued for reasonably possible legal actions | $ | $ 0 | |||||
Argentinean Subsidiaries [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lawsuits pending | 58 | 58 | ||||
Number of legal actions pending | 1,379 | 1,379 | ||||
Mexican Subsidiaries [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lawsuits pending | 7 | 7 | ||||
Number of legal actions pending | 156 | 156 | ||||
Brazilian Subsidiaries [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Estimated damage according to exchange rate | $ | $ 4,200 | |||||
Deposit with court | BRL | BRL 9.5 | |||||
Accrued interests | BRL 13.5 | $ 4,200 | ||||
City of Sao Paulo Tax Claim [Member] | Brazilian Subsidiaries [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Estimated damage according to exchange rate | $ | $ 5,900 | |||||
Brazilian Ordinary Courts [Member] | Brazilian Subsidiaries [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lawsuits pending | 687 | 687 | ||||
Brazilian Consumer Courts [Member] | Brazilian Subsidiaries [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of lawsuits pending | 2,904 | 2,904 | ||||
Brazilian Federal Tax Claims [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Approximate additional amount related to asserted taxes and fines | BRL 5.1 | $ 1,500 | ||||
Decrease in outstanding debt | (2) | $ (616) | ||||
Deposits in court, non-current other assets | BRL 20.4 | $ 6,000 |
Long Term Retention Plan ("LT48
Long Term Retention Plan ("LTRP") (Narrative) (Details) - LTRP 2016 [Member] - $ / shares | Aug. 02, 2016 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of fixed awards for fixed payments | 16.66% | |
Percent of variable awards for variable payments | 16.66% | |
Term of fixed payments for eligible employees | 6 years | |
Number of trading days consider for average closing stock price | 60 days | |
Stock price per share, average closing price | $ 111.02 |
Long Term Retention Plan ("LT49
Long Term Retention Plan ("LTRP") (Long Term Retention Plans Accrued Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | [2] | Sep. 30, 2016 | Sep. 30, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | $ 9,124 | $ 1,755 | $ 19,251 | $ 8,032 | |
LTRP 2009 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | 352 | (301) | 648 | 7 | |
LTRP 2010 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | 543 | (237) | 1,017 | 274 | |
LTRP 2011 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | 672 | (222) | 1,275 | 365 | |
LTRP 2012 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | 813 | (211) | 1,555 | 496 | |
LTRP 2013 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | 1,689 | (276) | 3,380 | 1,762 | |
LTRP 2014 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | 1,448 | 90 | 3,089 | 2,216 | |
LTRP 2015 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | 1,663 | $ 2,912 | 3,846 | $ 2,912 | |
LTRP 2016 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Long term retention plan | [1] | $ 1,944 | $ 4,441 | |||
[1] | (Gain) / loss. | |||||
[2] | For the three-month period ended September 30, 2015, the table above shows a negative change of compensation costs for LTRP 2009, 2010, 2011, 2012 and 2013 as a consequence of a decrease in the Company's stock price during the quarter. |
2.25% Convertible Senior Note50
2.25% Convertible Senior Notes Due 2019 (Narrative) (Details) - 2.25% Convertible Senior Notes Due 2019 [Member] | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2016USD ($)item$ / shares$ / item | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 330,000,000 | $ 330,000,000 | $ 330,000,000 |
Debt instrument, interest rate | 2.25% | 2.25% | |
Debt instrument, maturity date | Jul. 1, 2019 | ||
Converted instrument rate, number of shares per principal amount | shares | 7.9353 | ||
Converted instrument, principal amount used per conversion | $ 1,000 | ||
Convertible senior notes, conversion price | $ / shares | $ 126.02 | ||
Estimated fair value | $ 511,900,000 | $ 364,700,000 | |
Closing trading amount price per share | $ / item | 100 | ||
Common stock, closing price per share | $ / shares | $ 185 | ||
Debt instrument convertible, if-converted value in excess of principal | $ 154,400,000 | ||
30 Day Measurement Period [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible trading days | item | 20 | ||
Debt instrument, convertible consecutive trading days | 30 days | ||
Percentage of debt conversion price | 130.00% | ||
5 Day Measurement Period [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible trading days | item | 5 | ||
Debt instrument, convertible consecutive trading days | 5 days | ||
Percentage of debt conversion price | 98.00% |
2.25% Convertible Senior Note51
2.25% Convertible Senior Notes Due 2019 (Carrying Amounts of Liability and Equity Components) (Details) - 2.25% Convertible Senior Notes Due 2019 [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | ||||
Amount of the equity component | [1] | $ 45,808,000 | $ 45,808,000 | |
2.25% convertible senior notes due 2019 | 330,000,000 | 330,000,000 | $ 330,000,000 | |
Unamortized debt discount | [2] | (27,408,000) | (34,214,000) | |
Unamortized transaction costs related to the debt component | (4,311,000) | (5,309,000) | ||
Contractual coupon interest accrual | 5,569,000 | 7,425,000 | ||
Contractual coupon interest payment | (3,713,000) | (7,425,000) | ||
Net carrying amount | $ 300,137,000 | $ 290,477,000 | ||
[1] | Net of $1,177 thousands of transaction costs related to the equity component of the Notes. | |||
[2] | As of September 30, 2016, the remaining period over which the unamortized debt discount will be amortized is 2.75 years. |
2.25% Convertible Senior Note52
2.25% Convertible Senior Notes Due 2019 (Carrying Amounts of Liability and Equity Components - Additional Information) (Details) - 2.25% Convertible Senior Notes Due 2019 [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.25% | 2.25% | |
Transaction costs related to the equity component | $ 1,177 | $ 1,177 | |
Remaining period over which the unamortized debt discount will be amortized | 2 years 9 months |
2.25% Convertible Senior Note53
2.25% Convertible Senior Notes Due 2019 (Summary of Interest Expense for Contractual Interest and Accretion of Debt Discount) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
2.25% Convertible Senior Notes Due 2019 [Abstract] | ||
Contractual coupon interest expense | $ 1,856 | $ 5,569 |
Amortization of debt discount | 2,310 | 6,806 |
Amortization of debt issuance costs | 344 | 998 |
Total interest expense related to Notes | $ 4,510 | $ 13,373 |
Cash Dividend Distribution (Det
Cash Dividend Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||||||
Sep. 30, 2016 | Nov. 01, 2016 | Aug. 02, 2016 | May 04, 2016 | Feb. 19, 2016 | Nov. 30, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | |
Dividends Payable [Line Items] | |||||||||
Cash dividends declared | $ 6,624 | $ 6,624 | $ 6,624 | $ 4,548 | $ 4,548 | $ 4,548 | $ 4,548 | ||
Cash dividends declared, per share | $ 0.150 | $ 0.150 | $ 0.150 | $ 0.103 | $ 0.103 | $ 0.103 | $ 0.103 | ||
Subsequent Events [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Cash dividends declared | $ 6,624 | ||||||||
Cash dividends declared, per share | $ 0.150 | ||||||||
First Quarter Previous Year [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividend payable date | Apr. 16, 2016 | ||||||||
Dividends payment, date of record | Mar. 31, 2016 | ||||||||
Second Quarter Previous Year [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividend payable date | Jul. 16, 2016 | ||||||||
Dividends payment, date of record | Jun. 30, 2016 | ||||||||
Third Quarter Previous Year [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividend payable date | Oct. 16, 2015 | ||||||||
Dividends payment, date of record | Sep. 30, 2016 | ||||||||
Fourth Quarter Previous Year [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividend payable date | Jan. 15, 2016 | ||||||||
Dividends payment, date of record | Dec. 31, 2015 | ||||||||
First Quarter [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividends payable, date declared | Feb. 19, 2016 | ||||||||
Dividend payable date | Apr. 15, 2016 | ||||||||
Dividends payment, date of record | Mar. 31, 2016 | ||||||||
Second Quarter [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividends payable, date declared | May 4, 2016 | ||||||||
Dividend payable date | Jul. 15, 2016 | ||||||||
Dividends payment, date of record | Jun. 30, 2016 | ||||||||
Third Quarter [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividends payable, date declared | Aug. 2, 2016 | ||||||||
Dividend payable date | Oct. 14, 2016 | ||||||||
Dividends payment, date of record | Sep. 30, 2016 | ||||||||
Fourth Quarter [Member] | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividend payable date | Jan. 16, 2017 | ||||||||
Dividends payment, date of record | Dec. 31, 2016 |