Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 21, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
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 | 44,157,364 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 3,571,841,858 | ||
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 234,140 | $ 166,881 |
Short-term investments | 253,321 | 202,112 |
Accounts receivable, net | 25,435 | 28,428 |
Credit cards receivable, net | 307,904 | 131,946 |
Loans receivable, net | 6,283 | |
Prepaid expenses | 15,060 | 6,007 |
Inventory | 1,103 | 222 |
Other assets | 26,215 | 9,577 |
Total current assets | 869,461 | 545,173 |
Non-current assets: | ||
Long-term investments | 153,803 | 187,621 |
Property and equipment, net | 124,261 | 81,633 |
Goodwill | 91,797 | 86,545 |
Intangible assets, net | 26,277 | 28,991 |
Deferred tax assets | 45,017 | 29,688 |
Other assets | 56,819 | 43,955 |
Total non-current assets | 497,974 | 458,433 |
Total assets | 1,367,435 | 1,003,606 |
Current liabilities: | ||
Accounts payable and accrued expenses | 105,106 | 62,038 |
Funds payable to customers | 370,693 | 203,247 |
Salaries and social security payable | 48,898 | 32,918 |
Taxes payable | 27,338 | 10,092 |
Loans payable and other financial liabilities | 11,583 | 1,965 |
Other liabilities | 6,359 | 7,667 |
Dividends payable | 6,624 | 4,548 |
Total current liabilities | 576,601 | 322,475 |
Non-current liabilities: | ||
Salaries and social security payable | 16,173 | 10,422 |
Loans payable and other financial liabilities | 301,940 | 294,342 |
Deferred tax liabilities | 34,059 | 27,049 |
Other liabilities | 9,808 | 9,860 |
Total non-current liabilities | 361,980 | 341,673 |
Total liabilities | 938,581 | 664,148 |
Equity: | ||
Common stock, $0.001 par value, 110,000,000 shares authorized, 44,157,364 and 44,156,854 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 44 | 44 |
Additional paid-in capital | 137,982 | 137,923 |
Retained earnings | 550,641 | 440,770 |
Accumulated other comprehensive loss | (259,813) | (239,279) |
Total Equity | 428,854 | 339,458 |
Total Liabilities and Equity | $ 1,367,435 | $ 1,003,606 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 44,157,364 | 44,156,854 |
Common stock, shares outstanding | 44,157,364 | 44,156,854 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Income [Abstract] | |||
Net revenues | $ 844,396 | $ 651,790 | $ 556,536 |
Cost of net revenues | (307,538) | (214,994) | (158,978) |
Gross profit | 536,858 | 436,796 | 397,558 |
Operating expenses: | |||
Product and technology development | (98,479) | (76,423) | (53,600) |
Sales and marketing | (156,296) | (128,609) | (111,627) |
General and administrative | (87,310) | (76,342) | (62,364) |
Impairment of Long-Lived Assets | (13,717) | (16,226) | (49,496) |
Total operating expenses | (355,802) | (297,600) | (277,087) |
Income from operations | 181,056 | 139,196 | 120,471 |
Other income (expenses): | |||
Interest income and other financial gains | 35,442 | 20,561 | 15,336 |
Interest expense and other financial losses | (25,605) | (20,391) | (11,659) |
Foreign currency (losses) gain | (5,565) | 11,125 | (2,352) |
Net income before income tax expense | 185,328 | 150,491 | 121,796 |
Income tax expense | (48,962) | (44,702) | (49,143) |
Net income | 136,366 | 105,789 | 72,653 |
Less: Net Income attributable to Redeemable Noncontrolling Interest | 72 | ||
Net income attributable to MercadoLibre, Inc. shareholders | $ 136,366 | $ 105,789 | $ 72,581 |
Basic EPS: Basic net income attributable to MercadoLibre, Inc. | |||
Shareholders per common share | $ 3.09 | $ 2.40 | $ 1.63 |
Weighted average of outstanding common shares | 44,157,251 | 44,155,680 | 44,153,884 |
Diluted EPS: Diluted net income attributable to MercadoLibre, Inc. | |||
Shareholders per common share | $ 3.09 | $ 2.40 | $ 1.63 |
Weighted average of outstanding common shares | 44,157,251 | 44,155,680 | 44,153,884 |
Cash Dividends declared | $ 0.600 | $ 0.412 | $ 0.664 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive Income [Abstract] | |||
Net income | $ 136,366 | $ 105,789 | $ 72,653 |
Other comprehensive loss, net of income tax: | |||
Currency translation adjustment | (20,619) | (103,912) | (47,214) |
Unrealized net losses on available for sale investments | (587) | (672) | (379) |
Less: Reclassification adjustment for (losses) gains on available for sale investments | (672) | (379) | 25 |
Net change in accumulated other comprehensive loss, net of income tax | (20,534) | (104,205) | (47,618) |
Total Comprehensive Income | 115,832 | 1,584 | 25,035 |
Less: Comprehensive loss attributable to Redeemable Noncontrolling Interest | (332) | ||
Comprehensive Income attributable to MercadoLibre, Inc. Shareholders | $ 115,832 | $ 1,584 | $ 25,367 |
Consolidated Statement of Equit
Consolidated Statement of Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning Balance at Dec. 31, 2013 | $ 44 | $ 121,562 | $ (1,012) | $ 310,345 | $ (87,456) | $ 343,483 |
Beginning Balance (in shares) at Dec. 31, 2013 | 44,154 | |||||
Stock-based compensation | 118 | 118 | ||||
Stock-based compensation (in shares) | 1 | |||||
Dividend distribution | (29,318) | (29,318) | ||||
LTRP shares issued | 1,930 | 1,930 | ||||
LTRP shares issued (in shares) | 21 | |||||
Common Stock repurchased | (2,956) | $ 1,012 | (1,944) | |||
Common Stock repurchased (in shares) | (21) | |||||
Exercise of convertible notes | 29,775 | 29,775 | ||||
Capped Call | (12,784) | (12,784) | ||||
Change in redeemable amount of noncontrolling interest | (435) | (435) | ||||
Net income | 72,581 | 72,581 | ||||
Other comprehensive loss | (47,618) | (47,618) | ||||
Ending Balance at Dec. 31, 2014 | $ 44 | 137,645 | 353,173 | (135,074) | 355,788 | |
Ending Balance (in shares) at Dec. 31, 2014 | 44,155 | |||||
Stock-based compensation | 279 | 279 | ||||
Stock-based compensation (in shares) | 2 | |||||
Dividend distribution | (18,192) | (18,192) | ||||
LTRP shares issued | $ 19 | 2,713 | 2,732 | |||
LTRP shares issued (in shares) | 19 | |||||
Common Stock repurchased | $ (19) | (2,714) | (2,733) | |||
Common Stock repurchased (in shares) | (19) | |||||
Net income | 105,789 | 105,789 | ||||
Other comprehensive loss | (104,205) | (104,205) | ||||
Ending Balance at Dec. 31, 2015 | $ 44 | 137,923 | 440,770 | (239,279) | 339,458 | |
Ending Balance (in shares) at Dec. 31, 2015 | 44,157 | |||||
Stock-based compensation | 56 | 56 | ||||
Dividend distribution | (26,495) | (26,495) | ||||
Exercise of convertible notes | 3 | 3 | ||||
Net income | 136,366 | 136,366 | ||||
Other comprehensive loss | (20,534) | (20,534) | ||||
Ending Balance at Dec. 31, 2016 | $ 44 | $ 137,982 | $ 550,641 | $ (259,813) | $ 428,854 | |
Ending Balance (in shares) at Dec. 31, 2016 | 44,157 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Cash flows from operations: | |||||
Net income attributable to Mercadolibre, Inc. Shareholders | $ 136,366 | $ 105,789 | $ 72,581 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Net income attributable to Redeemable Noncontrolling Interest | 72 | ||||
Unrealized Devaluation Loss, net | 4,967 | 14,717 | 13,808 | ||
Impairment of Long-Lived Assets | 13,717 | 16,226 | 49,496 | ||
Depreciation and amortization | 29,022 | 23,209 | 16,947 | ||
Accrued interest | (17,794) | (12,783) | (9,029) | ||
Non cash interest and convertible bonds amortization of debt discount and amortization of debt issuance costs | 9,837 | 17,272 | 7,874 | ||
LTRP accrued compensation | 22,983 | 10,213 | 11,852 | ||
Deferred income taxes | (6,188) | 4,354 | (20,237) | ||
Changes in assets and liabilities: | |||||
Accounts receivable | (15,428) | (36,476) | (36,120) | ||
Credit cards receivable | (180,592) | (109,139) | (45,521) | ||
Prepaid expenses | (9,133) | (3,907) | (157) | ||
Inventory | (787) | (237) | |||
Other assets | (24,425) | (2,340) | (5,982) | ||
Accounts payable and accrued expenses | 47,980 | 63,668 | 68,780 | ||
Funds payable to customers | 164,060 | 119,353 | 61,072 | ||
Other liabilities | (45) | 1,765 | 1,675 | ||
Interest received from investments | 15,719 | 9,686 | 9,682 | ||
Net cash provided by operating activities | 190,259 | 221,370 | 196,793 | ||
Cash flows from investing activities: | |||||
Purchase of investments | (3,501,283) | (1,949,769) | (2,577,130) | ||
Proceeds from sale and maturity of investments | 3,508,293 | 1,875,516 | 2,330,836 | ||
Payment for acquired businesses, net of cash acquired | (7,284) | (45,009) | (36,814) | ||
Payment of remaining amount from business acquisition | (4,000) | ||||
Purchases of intangible assets | (431) | (1,746) | (857) | ||
Changes in principal loans receivable, net | (6,599) | ||||
Advance for property and equipment | (8,412) | (23,380) | |||
Purchases of property and equipment | (68,527) | (39,150) | (34,426) | ||
Net cash used in investing activities | (84,243) | (183,538) | (322,391) | ||
Cash flows from financing activities: | |||||
Funds received from the issuance of convertible notes | 330,000 | ||||
Transaction costs from the issuance of convertible notes | (8,084) | ||||
Purchase of convertible note capped call | (19,668) | ||||
Proceeds from loans payable and other financial liabilities | 11,435 | 5,033 | |||
Payments on loans payable and other financing | (6,684) | (9,059) | (7,704) | ||
Dividends paid | (24,419) | (20,974) | (28,303) | ||
Repurchase of Common Stock | (2,714) | (1,944) | |||
Net cash (used in) provided by financing activities | (19,668) | (27,714) | 264,297 | ||
Effect of exchange rate changes on cash and cash equivalents | (19,089) | (66,381) | (55,840) | ||
Net increase (decrease) in cash and cash equivalents | 67,259 | (56,263) | 82,859 | ||
Cash and cash equivalents, beginning of the year | 166,881 | 223,144 | 140,285 | ||
Cash and cash equivalents, end of the year | 234,140 | 166,881 | 223,144 | ||
Supplemental cash flow information: | |||||
Cash paid for interest | 8,059 | 7,977 | 4,751 | ||
Cash paid for income and asset taxes | 74,008 | 65,550 | 67,662 | ||
Non-cash financing activities: | |||||
Stock based compensation | 56 | 279 | 118 | ||
LTRP shares issued | 2,713 | 1,930 | |||
Exercise of convertible notes | 3 | ||||
Non-cash investing activities: | |||||
Contingent considerations and escrows from acquired business | 1,215 | 6,841 | 5,807 | ||
Acquisition of business | |||||
Cash and cash equivalents | 93 | [1] | 752 | [2] | 1,102 |
Accounts receivable | 609 | [1] | 1,039 | [2] | 5,932 |
Tax credits | 21 | [1] | 179 | [2] | 814 |
Other current assets | 224 | [1] | 50 | [2] | 19 |
Non current assets | 236 | ||||
Fixed Assets | 71 | [1] | 238 | [2] | 564 |
Total assets acquired | 1,018 | [1] | 2,258 | [2] | 8,667 |
Accounts payable and accrued expenses | 434 | [1] | 381 | [2] | 4,372 |
Financial liabilities | 2,160 | ||||
Taxes payable | 71 | ||||
Payroll and social security payable | 527 | ||||
Other liabilities | 389 | [1] | 727 | [2] | |
Total liabilities assumed | 823 | [1] | 1,108 | [2] | 7,130 |
Net assets acquired | 195 | [1] | 1,150 | [2] | 1,537 |
Goodwill, Identifiable Intangible Assets and deferred tax liabilities | 6,874 | [1] | 34,297 | [2] | 21,193 |
Total purchase price | 8,592 | [1] | 52,602 | [2] | 42,758 |
Cash and cash equivalents acquired | 93 | [1] | 752 | [2] | 1,102 |
Payment for acquired businesses, net of cash acquired | 8,499 | [1] | 51,850 | [2] | 41,656 |
Trademarks [Member] | |||||
Acquisition of business | |||||
Intangible assets | 251 | [1] | 4,568 | [2] | 7,577 |
Customer Lists [Member] | |||||
Acquisition of business | |||||
Intangible assets | 676 | [1] | 7,062 | [2] | 10,989 |
Software [Member] | |||||
Acquisition of business | |||||
Intangible assets | 282 | [1] | 4,791 | [2] | 447 |
Non Solicitation Agreement [Member] | |||||
Acquisition of business | |||||
Intangible assets | $ 314 | [1] | $ 734 | [2] | $ 1,015 |
[1] | Related to the acquisition of software development companies in Brazil and in Argentina - See Note 6. | ||||
[2] | Related to the acquisition of a software development company in Brazil and an online classified advertisement company in Mexico - See Note 6. |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 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 our Advertising 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 and through MercadoCredits extends loans to specific merchants. In addition, MercadoLibre develops and sells software enterprise solutions to e-commerce business clients in Brazil. As of December 31 , 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, Colombia, Chile, Peru and Uruguay. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Principles of consolidation The accompanying 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. Ownership interests of minority interests are recorded as noncontrolling interest. These consolidated financial statements are stated in U.S. dollars. Intercompany transactions and balances have been eliminated for consolidation purposes. Substantially all net revenues, cost of net revenues and operating expenses, are generated in the Company’s f oreign operations, amounting to 99.9% , 99.8% and 99.7% of the consolidated amounts during 201 6 , 201 5 and 201 4 , respectively. Long-lived assets , intangible assets and Goodwill located in the foreign operations totaled $232,314 thousands and $184,178 thousands as of December 31, 201 6 and 201 5 , respectively. Cash and cash equivalents, short-term and long-term investments, amoun ted to $641,264 thousands and $556,614 thousands as of December 31, 201 6 and 201 5 , respectively. As of December 31, 201 6 those assets are located 56% in the United States of America and 44% in foreign locations, mainly in Brazil and Argentina . As of December 31, 201 5 those assets are located 69% in the United States of America and 31% in foreign locations, mainly in Brazil, Argentina and Venezuela. Use of estimates The preparation of 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 lives , 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, fair value of investments, recognition of income taxes and contingencies. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased, consisting primarily of money market funds and certificates of deposit, to be cash equivalents. 2. Summary of significant accounting policies ( c ontinued) Investments Time deposits are valued at amortized cost plus accrued interest. Debt securities classified as available-for-sale are recorded at fair value. Unrealized gains and losses on available-for-sale securities are reported as a component of other comprehensive (loss), net of the related tax provisions or benefits. Investments are classified as current or non-current depending on their maturity dates and when it is expected to be converted into cash. The Company assesses whether an other-than-temporary impairment loss on its investments has occurred due to declines in fair value or other market conditions. With respect to debt securities, this assessment takes into account the intent to sell the security, whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, and if the Company does not expect to recover the entire amortized cost basis of the security (that is, a credit loss exists). The Company did not recognize any other-than-temporary impairment on the investments in 2016, 2015 or 2014. M oney market funds, corporate and sovereign debt securities and certain certificates of deposits are valued at fair value. See Note 8 “Fair Value Measurement of Assets and Liabilities” for further details. Credit cards receivables and funds payable to customers Credit cards receivables mainly relate to the Company’s payments solution and arise due to the time taken to clear transactions through external pa yment networks or during the period of time until those credit cards receivables are sold to financial institutions. Credit cards receivables are presented net of the related provision for chargebacks. As of December 31, 2016 and 2015, there are no material past due credit cards receivables. Funds payable to customers relate also to the Company’s payments solution and are originated by the amounts due to sellers held by the Company until the transaction is completed. Funds, net of any amount due to the Company by the seller, are maintained in the seller’s current account until collection is requested by the customer. Loans receivable, net Loans receivable represents loans granted to certain merchants through the Company’s MercadoCredito solution, which was launched in Argentina in the fourth quarter of 2016. As of December 31, 2016, the Company extended approximately $10,311 thousands in credit to merchants, of which $6,283 thousands were outstanding. Loans granted under the MercadoCredito solution were funded with domestic cash resources. Loans receivable are reported at their outstanding principal balances, net of allowances and estimat ed collectible interest . Loans receivable are presented net of the allowance for uncollectible accounts, which represent management’s best estimate of probable incurred losses inherent in the Company’s portfolio of loans receivable. Allowances are based upon several factors including, but not limited to, historical experience and the current aging of customers. As of December 31, 2016, the allowance for uncollectible accounts amounted to $110 thousands. Through the Company’s MercadoCredito solution, merchants can borrow a certain percentage of their monthly sales volume (up to two months of sales) and are charged with a fixed interest rate based on the overall credit assessment of the merchant. Merchant credits are repaid in a period ranging between 3 and 12 months. As of December 31, 2016, $61 thousands loans receivable were past due over 30 days, representing a 1.0% of outstanding loans receivable as of that date. The Company closely monitors credit quality for all loans receivable on a recurring basis. To assess a merchant seeking a loan under the MercadoCredito solution, the Company uses, among other indicators, a risk model internally developed, as a credit quality indicator to help predict the merchant's ability to repay the principal balance and interest related to the credit. The risk model uses multiple variables as predictors of the merchant's ability to repay the credit, including external and internal indicators. Internal indicators consider merchant's annual sales volume, claims history, prior repayment history, and other measures. Based on internal scoring, merchants are rated from A (Prime) to F (Upper medium grade). In addition, the Company considers external bureau information to enhance the scoring model and the decision making process. The internal rating and the bureau credit score are combined in a risk matrix, which is also used to price the loans based on the risk profile in each cell. As of December 31, 2016, the Company’s MercadoCredito solution was granted only to the most loyal merchants with the best reputation on the site. 2. Summary of sig nificant accounting policies (c ontinued) Transfer of financial assets The Company may sell credit cards coupons to financial institutions, included within “Credit cards receivables”. These transactions are accounted for as a true sale. Accounting guidance on transfer of financial assets establishes that the transferor has surrendered control over transferred assets if and only if all of the following conditions are met: (1) the transferred assets have been isolated from the transferor, (2) each transferee has the right to pledge or exchange the assets it received and (3) the transferor does not maintain effective control over the transferred assets. When all the conditions are met, the Company derecognizes the corresponding financial asset from its balanc e sheet. As of December 31, 2016 and 201 5 , there is no continuing involvement with transferred financial assets. Addittionaly, the Company may discount credit card cupons with financial institutions, included within “Credit card receivables”. The aggregate gain included in net revenue s arising from these fi nancing transactions, net of the costs recognized on sale or discount of credit card coupons is $119,779 thousands, $96,345 thousands and $71,409 thousands, for the years ended December 31, 201 6, 2015 and 201 4 , respectively. Concentration of credit risk Cash and cash equivalents, short-term and long-term inves tments, credit card receivables, accounts receivable and loans receivable are potentially subject to concentration of credit risk. Cash and cash equivalents and investments are placed with financial institutions that management believes are of high credit quality. Accounts receivable are derived from revenue earned from customers located internationally. Accounts receivable balances are settled through customer credit cards, debit cards, and MercadoPago accounts, with the majority of accounts receivable collected upon processing of credit card transactions. Loans receivable are granted to several loyal merchants with the best reputation on the site. The Company maintains an allowance for doubtful accounts and credit cards receivables based upon its historical experience and current aging of customers. Historically, such charges have been within management expectations. However, unexpected or significant future changes in trends could result in a material impact to future statements of income or cash flows. Due to the relatively small dollar amount of individual accounts receivable, the Company generally does not require collateral on these balances. The allowance for doubtful accounts is recorded as a charge to sales and marketing expense . During the years ended December 31, 201 6 , 201 5 and 201 4 , no single customer accounted for more than 5% of net revenues. As of December 31, 201 6 and 201 5 , no single customer , except for high credit quality credit card processing companies, accounted for more than 5% of accounts receivables. Allowances for doubtful accounts The Company maintains allowances for doubtful accounts, for management’s estimate of probable losses that may result if customers do not make the required payments. Allowances are based upon several factors including, but not limited to, historical experience and the current aging of customers. The Company writes-off accounts receivable when the customer balance becomes 180 days past due. Provision for chargebacks The Company is exposed to losses due to credit card fraud and other payment misuse. Provisions for these items represent our estimate of actual losses based on our historical experience, as well as economic conditions. 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. Property and equipment, net Property and equipment are recorded at their acquisition cost and depreciated over their estimated useful lives using the straight-line method. Repair and maintenance costs are expensed as incurred. Costs related to the planning and post implementation phases of website development are recorded as an operating expense. Direct costs incurred in the development phase of website are capitalized and amortized using the straight-line method over an estimated useful life of three years. During 2016 and 2 01 5 , the Company capitalized $20,738 thousands and $14,554 thousands, respectively. During 2015, the Company through its Venezuelan subsidiary acquired five offices in process of construction, in Caracas, Venezuela for a total purchase price of $23.4 million, for investment purposes and included in non-current other assets. 2. Summary of sig nificant accounting policies (c ontinued) Property and equipment, net (continued) D uring April 2016, the Company through its Venezuelan subsidiaray acquired commercial properties in process of construction for a total of 135.81 square meters, in Caracas, Venezuel a for a total purchase price of $3.7 million, for investment purposes and includ ed in non-current other assets. Furthermore, i n August 2016, the Company through its 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 $31.4 million, plus VAT. In connection with this acquisition, in February 2017, the Company obtained a preliminary approval that allows the Company to defer during a 2 -year period payments of sales tax up to the amounts disbursed for the building. These deferred payments will be extinguished (i.e. as tax reliefs) upon receiving definitive approval from the City of Buenos Aires government within that 2-year period. Those buildings, excluding lands, are depreciated from the date when they are ready to be used, using the straight-line depreciation method over a 50 -year depreciable life. Goodwill and intangible assets Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Intangible assets consist of customer lists, trademarks, licenses, software, non-solicitation and non-compete agreements acquired in business combinations and valued at fair value at the acquisition date. Intangible assets with definite useful life are amortized over the period of estimated benefit to be generated by those assets and using the straight-line method; their estimated useful lives ranges from three to ten years. Trademarks with indefinite useful life are not subject to amortization, but are subject to an annual impairment test, by comparing their carrying amount with their corresponding fair value. For any given intangible asset with indefinite useful life, if its fair value exceeds its carrying amount no impairment loss shall be recognized. Impairment of long-lived assets The Company reviews long-lived assets for impairments whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired on this basis, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of such asset. As explained in the section “Foreign Currency Translation” of the present Note to these consolidated financial statements, the Company has accessed to more unfavorable exchange markets in Venezuela as from December 2013. Considering the changes in facts and circumstances in the exchange markets in Venezuela and the lower U.S. dollar-equivalent cash flows expected from the Venezuelan business, and long-lived assets expected use, the Company compared the carrying amount of the long-lived assets with the expected undiscounted future net cash flows and concluded that certain office spaces held in Caracas, Venezuela, should be impaired. As a consequence, the Company estimated the fair value of the impaired long-lived assets and recorded impairment losses of $13.7 million, $16.2 million and $49.5 million on June 30, 2016, March 31, 2015 and June 30, 2014, respectively, by using the market approach and considering prices for similar assets. Impairment of goodwill and intangible assets with indefinite useful life Goodwill and intangible assets with indefinite useful life are reviewed at the end of the year for impairment or more frequently, if events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is tested for impairment at the reporting unit level (considering each segment of the Company as a reporting unit) by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of such reporting unit. As of December 31, 2016 and 2015, the Company elected to perform the quantitative impairment test for both goodwill and intangible assets with indefinite useful life. For the year ended December 31, 2016, the fair values of the reporting units were estimated using the income approach. Cash flow projections used were based on financial budgets approved by management. The growth rates applied do not exceed the long-term average growth rate for the business in which the reporting unit operates. The Company uses discount rates to each reporting unit in the range of 14.5% to 29.9% . The average discount rate used for 2016 was 16.9 % . That rate reflected the Company’s estimated weighted average cost 2. Summary of sig nificant accounting policies (c ontinued) Impairment of goodwill and intangible assets with indefinite useful life (continued) of capital. Key drivers in the analysis include Confirmed Registered Users (“CRUs”), Gross Merchandise Volume (“GMV”), Total Payment Volume (“TPV”), Average Selling Price (“ASP”), Successful Item sold (“SI”) and Take R ate defined as marketplace revenues as a percentage of gross merchandise volume. In addition, the analysis include a business to e-commerce rate, which represents growth of e-commerce as a percentage of Gross Domestic Product (“GDP”), internet penetration rates as well as trends in the Company’s market share. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and the second step is performed to measure the amount of impairment loss, if any. No impairment loss has been recognized in the years ended December 31, 2016, 2015 and 2014 and management’s assessment of the fair value of each reporting unit exceeds its carrying value. Intangible assets with indefinite useful life are considered impaired if the carrying amount of the intangible asset exceeds its fair value. No impairment loss has been recognized in the years ended December 31, 2016, 2015 and 2014. Revenue recognition The Company generates revenues from different services provided. When more than one service is included in one single arrangement with the customer, the Company recognizes revenue according to multiple element arrangements accounting, distinguishing between each of the services provided and allocating revenues based on their respective selling prices. Revenues are recognized when evidence of an arrangement exists, the fee is fixed or determinable and collection is reasonably assured. Revenues from services are separately recognized according to the following criteria described for each type of services: · Revenues from intermediation services derive from listing and final value fees paid by sellers. R evenues related to final value fees are recognized at the time that the transaction is successfully concluded. · Listing and optional feature services, which fees relate to the right of a seller to have the item offered listed in a preferential way, as well as classified advertising services, are recorded as revenue ratably during the listing period. Those fees are charged at the time the listing is uploaded onto the Company’s platform and is not subject to successful sale of the items listed. · Revenues derived from the use of the Company’s on-line payments solution, for transactions off-platform are earned once the transaction is considered completed, when the payment is processed by the Company. The Company also earns revenues as a result of offering financing to our MercadoPago users, either directly or when the Company elects to sell the corresponding financial assets to financial institutions. Interest earned on loans granted to merchants are recognized based on effective interest rates. · Advertising revenues such as the sale of banners are recognized on accrual basis during the average advertising period , and remaining advertising services such as sponsorship of sites and improved search standing are recognized based on “per-click” (which are generated each time users on our websites click through our text-based advertisements to an advertiser’s designated website) values and as the “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our websites) are delivered. · Revenues from shipping services are generated when a buyer elects to receive the item through our shipping service and the service is rendered to the client. Revenues are disclosed net of third party provider’s cost . Share-based payments The liability related to the variable portion of the long term retention plan s is remeasured at fair value (See Note 16 “Long Term Retention Plan” for more details). In addition, the director compensation program includes an adjustable Board service award based on the average closing price of the Company’s common stock (see Note 11 “Compensation Plan for Outside Directors” for more details). Sales tax The Company’s subsidiaries in Brazil, Argentina, Venezuela and Colombia are subject to certain sales taxes which are classified as cost of net revenues and totaled $75,618 thousands, $52,477 thousands and $39,377 thousands for the years ended December 31, 2016, 2015 and 2014, respectively. 2. Summary of sig nificant accounting policies (c ontinued) Advertising costs The Company expenses the costs of advertisements in the period during which the advertising space or airtime is used as sales and marketing expense. Internet advertising expenses are recognized based on the terms of the individual agreements, which is generally over the greater of the ratio of the number of clicks delivered over the total number of contracted clicks, on a pay-per-click basis, or on a straight-line basis over the term of the contract. Advertising costs totaled $55,310 thousands, $46,862 thousands and $42,052 thousands for the years ended December 31, 2016, 2015 and 2014, respectively. Comprehensive income Comprehensive income is comprised of two components, net income and other comprehensive income. This last component is defined as all other changes in the equity of the Company that result from transactions other than with shareholders. Other comprehensive income includes the cumulative translation adjustment relating to the translation of the financial statements of the Company’s foreign subsidiaries (except Venezuela since January 1, 2010, see “Foreign currency translation”) and unrealized gains and losses on investments classified as available-for-sale. Total comprehensive income attributable to MercadoLibre, Inc. shareholders’ for the years ended December 31, 2016, 2015 and 2014 amounted to $115,832 thousands, $1,584 thousands and $25,367 thousands respectively. 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 subsidiaries translate assets and liabilities from their local currencies into U.S. dollars by using year-end exchange rates while income and expense accounts are translated at the average monthly rates in effect during the year, unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of the transaction are used. The resulting translation adjustment is recorded as a component of other comprehensive loss. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. Net foreign currency transaction results are included in the consolidated statements of income under the caption “Foreign currency (losses) gain” and amounted to ($5,565) thousands, $11,125 thousands and ($2,352) thousands for the years ended December 31, 2016, 2015 and 2014, respectively. 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%. As of the date of these consolidated financial statements, the cumulative three -year inflation rate excess 100% . Thus the Company continues to treat the economy of Venezuela as highly-inflationary. Therefore, no translation effect was accounted for in other comprehensive income during the years ended December 31, 2016, 2015 and 2014 related to the Venezuelan operations. On 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 , with no significant foreign exchange losses recorded during the second, third and fo u rth quarter of 2015. As of December 31, 2015 the SIMADI exchange rate was 198.7 BsF per U.S. dollar. Considering this change in facts and circumstances and the lower U.S. dollar-equivalent cash flows then expected from the Venezuelan business, the Company has 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 recoverabl e. As a result, the Company recorded an impairment of long-lived assets of $16.2 million on March 31, 201 5. The carrying amount was adjusted 2. Summary of sig nificant accounting policies (c ontinued) Foreign currency translation (continued) to its estimated fair value of $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 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 2016. 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 estim ated fair value of $12.5 million as of June 30, 2016, by using the market approach, and considering prices for si milar assets. As of December 31 , 2016, th e SIMADI exchange rate was 673.8 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 its Venezuelan su bsidiaries, were used until 2011 for dividend distributions from its Venezuelan subsidiaries. The Company has not distributed dividends from the Ve nezuelan 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 $15,843 thousands and $24,634 thousands , as of December 31, 201 6 and 2015 and net revenues for the years ended December 31, 201 6 , 201 5 and 201 4 : December 31, 2016 2015 2014 (In thousands) Venezuelan operations Net Revenues $ 37,185 $ 40,475 $ 58,026 December 31, December 31, 2016 2015 (In thousands) Assets 66,165 65,407 Liabilities (22,950) (36,266) Net Assets $ 43,215 $ 29,141 2. Summary of sig nificant accounting policies (c ontinued) Foreign currency translation (continued) As of December 31, 201 6 , net assets (before intercompany eliminations) of the Venezuelan subsid iaries amounted to 10.1% of consolidated net assets, and cash and investments of the Venezuelan subsidiaries held in local cu rrency in Venezuela amounted to 2.1% 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 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 The former Argentine government had implemented certain measures that control and restrict the ability of companies and individuals to exchange Argentine Pesos for foreign currencies. Those measures include, among other things, the requirement to obtain the prior approval from the Argentine Tax Authority of the foreign currency transaction (for example and without limitation, for the payment of non-Argentine goods and services, payment of principal and interest on non-Argentine debt and also payment of dividends to parties outside of the country), and eventually restrict, the ability to exchange Argentine pesos for other currencies, such as U.S. dollars. During January 2014 the Argentine peso exchange rate against the U.S. do llar increased in 23% , from 6.52 Argentine Pesos per U.S. dollar as of December 31, 2013 to 8.0 Argentine Pesos per U.S. dollar. Due to the abovementioned increase in the Argentine peso exchange rate against the U.S. dollar, during the first quarter of 2 |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Net Income Per Share [Abstract] | |
Net Income Per Share | 3. Net income per share B asic 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, and the corresponding adjustment attributable to changes in redeemable non-controlling interest, by the weighted average number of common shares outstanding during the year. On June 30, 2014, the Company issued the 2.25% Convertible Senior Notes due 2019 (please refer to Note 17 of these consolidated financial statements for discussion regarding these debt notes). The conversion of these debt notes are considered for diluted earnings per share utilizing the “if converted” method, the effect of that conversion is not assumed for purposes of computing diluted earnings per share if the effect is antidilutive. The denominator for diluted net income per share for the year s ended on December 31, 2016, 201 5 and 2014 does not include any effect from the capped call 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 N ote hedges are designed to partially neutralize the dilutive effect of the shares that the Company would issue under the Notes. For the years ended December 31, 2016, 2015 and 2014 , the effect s on dilu ted earnings per share were anti dilutive and, as a consequence, they were not computed for diluted earnings per share. The following table shows how net income is allocated for earnings per common share for the years ended December 31, 201 6 , 201 5 and 2014 : Year Ended December 31, 2016 2015 2014 (In thousands) Basic Diluted Basic Diluted Basic Diluted Net income $ 136,366 $ 136,366 $ 105,789 $ 105,789 $ 72,653 $ 72,653 Net income attributable to noncontrolling interests - - - - (72) (72) Change in redeemable amount of noncontrolling interest - - - - (435) (435) Net income attributable to MercadoLibre, Inc. Shareholders corresponding to common stock $ 136,366 $ 136,366 $ 105,789 $ 105,789 $ 72,146 $ 72,146 Net income per share of common stock is as follows for the years ended December 31, 201 6 , 201 5 and 201 4 : Year Ended December 31, 2016 2015 2014 (In thousands, except per share data) Basic Diluted Basic Diluted Basic Diluted Net income attributable to MercadoLibre, Inc. Shareholders per common share $ 3.09 $ 3.09 $ 2.40 $ 2.40 $ 1.63 $ 1.63 Numerator: Net income attributable to MercadoLibre, Inc. Shareholders $ 136,366 $ 136,366 $ 105,789 $ 105,789 $ 72,146 $ 72,146 Denominator: Weighted average of common stock outstanding for Basic earnings per share 44,157,251 44,157,251 44,155,680 44,155,680 44,153,884 44,153,884 Adjusted weighted average of common stock outstanding for Diluted earnings per share 44,157,251 44,157,251 44,155,680 44,155,680 44,153,884 44,153,884 |
Short-term and Long-term Invest
Short-term and Long-term Investments | 12 Months Ended |
Dec. 31, 2016 | |
Short-term and Long-term Investments [Abstract] | |
Short-term and Long-term Investments | 4. Short-term and long-term investments The composition of short-term and long-term investments is as follows: December 31, December 31, 2016 2015 (In thousands) Short-term investments Time Deposits $ 113,414 $ 76,658 Sovereign Debt Securities 2,166 13,962 Corporate Debt Securities 102,367 102,977 Certificates of deposits 35,374 8,515 Total $ 253,321 $ 202,112 Long-term investments Sovereign Debt Securities $ 48,537 $ 55,340 Corporate Debt Securities 105,266 129,280 Certificates of deposits — 3,001 Total $ 153,803 $ 187,621 Unrealized losses of available-for-sale securities, net of tax, were $587 thousands, $672 thousands and $379 thousands for the years ended December 31, 201 6 , 201 5 and 201 4 , respectively. As of December 31, 201 6 and 201 5 , the Company has no securities considered held-to-maturity. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | 5. Balance sheet components December 31, December 31, 2016 2015 (In thousands) Accounts receivable, net: Users $ 25,535 $ 24,745 Other means of payments — 2,739 Advertising 5,047 3,394 Others debtors 5,289 8,836 35,871 39,714 Allowance for doubtful accounts (10,436) (11,286) $ 25,435 $ 28,428 December 31, December 31, 2016 2015 (In thousands) Credit card receivables Credit cards and other means of payments $ 310,415 $ 133,180 Allowance for chargebacks (2,511) (1,234) $ 307,904 $ 131,946 December 31, December 31, 2016 2015 (In thousands) Current other assets: VAT credits $ 4,660 $ 1,011 Other taxes 15,493 5,189 Other 6,062 3,377 $ 26,215 $ 9,577 December 31, December 31, 2016 2015 (In thousands) Non current other assets: Advances for fixed assets $ 24,134 $ 23,380 Legal deposits 66 55 Judicial deposits 27,981 16,378 Other 4,638 4,142 $ 56,819 $ 43,955 5. Balance sheet components (continued) Estimated useful life December 31, December 31, (years) 2016 2015 (In thousands) Property and equipment, net: Equipment 3 - 5 $ 56,571 $ 48,380 Land & Building 50 (1) (2) 49,665 28,479 Furniture and fixtures 3 - 5 22,690 13,506 Software 3 71,602 43,989 Cars 3 323 93 200,851 134,447 Accumulated depreciation (76,590) (52,814) $ 124,261 $ 81,633 (1) Estimated useful life attributable to “Buildings” . (2) After impairment test. See Note 2, “Impairment of Long-lived Assets” . Year Ended December 31, 2016 2015 2014 (In thousands) Depreciation and amortization: Cost of net revenues $ 1,965 $ 830 $ 801 Product and technology development 20,581 16,260 12,074 Sales and marketing 1,599 548 181 General and administrative 4,877 5,571 3,891 $ 29,022 $ 23,209 $ 16,947 December 31, December 31, 2016 2015 (In thousands) Accounts payable and accrued expenses: Accounts payable $ 95,145 $ 54,649 Accrued expenses Advertising 4,227 3,005 Professional fees 1,615 1,327 Other expense provisions 4,098 3,054 Other current liabilities 21 3 $ 105,106 $ 62,038 December 31, December 31, 2016 215 (In thousands) Current loans payable and other financial liabilities: Unsecured lines of credit $ 11,583 $ 1,965 $ 11,583 $ 1,965 5. Balance sheet components (continued) December 31, December 31, 2016 2015 (In thousands) Non current loans payable and other financial liabilities: Convertible notes $ 300,935 $ 290,477 Unsecured lines of credit 1,005 3,865 $ 301,940 $ 294,342 December 31, December 31, 2016 2015 (In thousands) Current other liabilities: Contingent considerations and escrows from acquisitions $ 6,014 $ 7,004 Other 345 663 $ 6,359 $ 7,667 December 31, December 31, 2016 2015 (In thousands) Non current other liabilities: Provisions and contingencies $ 5,587 $ 4,386 Contingent considerations and escrows from acquisitions 2,558 5,413 Other 1,663 61 $ 9,808 $ 9,860 December 31, December 31, December 31, 2016 2015 2014 (In thousands) Accumulated other comprehensive loss: Foreign currency translation $ (259,226) $ (238,607) $ (134,695) Unrealized gains on investments (909) (1,023) (578) Estimated tax loss on unrealized gains on investments 322 351 199 $ (259,813) $ (239,279) $ (135,074) The following table summarizes the changes in accumulated balances of other comprehensive incom e for the year December 31, 2016 : Unrealized Foreign Estimated tax Gains on Currency (expense) Investments Translation benefit Total 2016 Total 2015 (In thousands) Balances as of December 31, 2015 $ (1,023) $ (238,607) $ 351 $ (239,279) $ (135,074) Other comprehensive income before reclassifications adjustments for (losses) gains on available for sale investments (909) (20,619) 322 (21,206) (104,584) Amount of gain (loss) reclassified from accumulated other comprehensive income 1,023 — (351) 672 379 Net current period other comprehensive (loss) income 114 (20,619) (29) (20,534) (104,205) Ending balance $ (909) $ (259,226) $ 322 $ (259,813) $ (239,279) 5. Balance sheet components (continued) The following table provides details about reclassifications out of accumulated other comprehensive income for the year ended December 31, 2016 : Amount of Gain (Loss) Reclassified from Details about Accumulated Accumulated Other Other Comprehensive Income Comprehensive Affected Line Item Components Income 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 tax gain Total reclassifications for the year $ (672) Total, net of income taxes |
Business Combinations, Goodwill
Business Combinations, Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations, Goodwill and Intangible Assets [Abstract] | |
Business Combinations, Goodwill and Intangible Assets | 6. Business combinations, goodwill and intangible assets Business c ombinations Acquisition of a software development company in Argentina On February 12, 2016 , 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 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 consolidated statement of income since the acquisition amounted to $2,578 thousands and $168 thousands, respectively. In addition, the Company incurred in certain direct costs of the business combination which were expensed as incurred. As of December 31 , 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. 6. Business combinations, goodwill and intangible assets (continued) Business c ombinations (continued) 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 employees. 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 $664 thousands and $50 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 agreements 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 generation process of such segment. Goodwill arising from this acquisition is deductible for tax purposes. The results of operations for periods prior to the acquisitions, individually and in the aggregate, were not material to the consolidated statements of operations of the Company and, accordingly, pro forma information has not been presented. 6. Business combinations, goodwill and intangible assets (continued) Business c ombinations (continued) Acquisition of online classifieds advertisement company in Mexico On April 22, 2015, through its subsidiaries Deremate.com de Mexico, S. de R.L. de C.V. and MercadoLibre, S. de R.L. de C.V., the Company acquired 100% of the issued and outstanding shares of capital stock of Metros Cúbicos, S.A. de C.V., company that operates an online classified advertisement platform dedicated to the sale of real estate in Mexico, in order to increase its participation on e-commerce business in that country. The aggregate purchase price for the acquisition of the 100% of the acquired business was $29,917 thousands, measured at its fair value, amount that included: (i) the total cash payment of $26,917 thousands at closing day; and (ii) an escrow of $3,000 thousands held in an escrow account, according to the stock purchase agreement. An amount of $1,500 thousands related to the escrow was released in April 2016, while the remaining portion is outstanding as of the date of these financial statements. In addition, the Company incurred in 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 April 22, 2015. For the year ended December 31, 2015, net revenues and net income of the acquiree included in the Company’s consolidated statement of income since the acquisition amounted to $2,862 thousands and $87 thousands , respectively. The following table summarizes the purchase price allocation calculated at the date of acquisition: Metros Cúbicos S.A. de C.V. In thousands of U.S. dollars Cash and cash equivalents $ 593 Other net tangible assets 241 Trademark 4,568 Customer lists 3,924 Non-solicitation and Non-compete agreements 229 Deferred tax assets and liabilities (2,616) Goodwill 22,978 Purchase Price $ 29,917 The purchase price was allocated based on the measurement of the fair value of assets acquired and liabilities assumed. The valuation of identifiable intangible assets acquired reflects management’s estimates based on the use of established valuation methods. Such assets consist of trademarks, customer lists and non-solicitation and non-compete agreements for a total amount of $8,721 thousands. Management of the Company estimates that trademarks have an indefinite useful life and the intangible asset associated with the customer list will be amortized over a five -year period. The non-solicitation and non-compete agreement intangible asset 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 in Mexico. Arising goodwill has been allocated to the Mexican 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 generation process of such segment. Goodwill arising from this acquisition is not deductible for tax purposes. Acquisition of a software development company in Brazil On April 1, 2015, through its subsidiaries Ebazar.com.br Ltda. (“Ebazar”) and MercadoLivre.com Atividades de Internet Ltda, the Company acquired 100% of the issued and outstanding shares of capital stock of the company KPL Soluções Ltda., a company that develops ERP software for the e-commerce industry in Brazil. 6. Business c ombinations, goodwill and intangible a ssets ( c ontinued) Business Combinations ( c ontinued) The aggregate purchase price for the acquisition of the 100% of the acquired business was $22,685 thousands, measured at its fair value, amount that included: (i) the total cash payment of $12,529 thousands at closing day; (ii) an escrow of $3,316 thousands, and (iii) the contingent additional cash considerations up to $6,840 thousa nds in case the company achieve s certain performance targets during the 24 months since the acquisition date, measured at fair value. Additionally, a payment of $1,584 thousands will be transferred to the sellers after the end of the second year after the acquisition date, aiming to continue the employment relationship as key employees. This additional payment will be expensed over the 24 month-period up to fulfillment of the conditions required by the selling and purchase agreement. An amount of $264 thousands and $1,434 thousands related to the escrow described in the previous paragraph was released in January 2016 and 2017, respectively. The Company’s consolidated statement of income includes the results of operations of the acquired business as from April 1, 2015. For the year ended December 31, 2015, net revenues and net loss of the acquiree included in the Company’s statement of income since the acquisition amounted to $1,338 thousands and $343 thousands until its merger with Ebazar.com.br Ltda. , respectively. In addition, the Company incurred in certain direct costs of the business combination which were expensed as incurred. As of December 31, 201 6 , the fair value of the contingent consideration recorded is $2, 998 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: KPL Soluções Ltda. In thousands of U.S. dollars Cash and cash equivalents $ 159 Other net tangible assets 27 Customer lists 3,137 Software 4,791 Non-solicitation and Non-compete agreements 505 Goodwill 14,066 Purchase Price $ 22,685 The purchase price was allocated based on the measurement of the fair value of assets acquired and liabilities assumed. The valuation of identifiable intangible assets acquired reflects management’s estimates based on the use of established valuation methods. Such assets consist of customer lists, software, non-solicitation and non-compete agreements for a total amount of $8,433 thousands. Management of the Company estimates that customer lists , the software and the non-solicitation and non-compete agreements will be amortized over a five -year period. The Company recognized goodwill for this acquisition based on management ’s expectation that the acquired business will improve the Company’s business. Arising goodwill has been 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 generation process of such segment. Goodwill arising from this acquisition is deductible for tax purposes. 6. Business combinations, goodwill and i ntangible a ssets ( c ontinued) Goodwill and intangible assets The composition of goodwill and intangible assets is as follows: December 31, December 31, 2016 2015 (In thousands) Goodwill $ 91,797 $ 86,545 Intangible assets with indefinite lives - Trademarks 12,490 13,074 Amortizable intangible assets - Licenses and others 8,738 8,691 - Non-compete agreement 1,787 1,615 - Customer list 14,580 12,971 - Trademarks 993 — Total intangible assets $ 38,588 $ 36,351 Accumulated amortization (12,311) (7,360) Total intangible assets, net $ 26,277 $ 28,991 Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 201 6 and 201 5 are as follows: Year ended December 31, 2016 Brazil Argentina Chile Mexico Venezuela Colombia Other Countries Total (In thousands) Balance, beginning of the year $ 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 3,499 (1,543) 950 (4,682) — 149 5 (1,622) Balance, end of the year $ 27,660 $ 6,587 $ 17,388 $ 29,342 $ 5,989 $ 3,643 $ 1,188 $ 91,797 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 6. Business combinations, goodwill and i ntangible a ssets ( c ontinued) 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 $4,030 thousands , $3,147 thousands and $1,692 thousands for the years ended December 31, 201 6 , 201 5 and 201 4 , respectively. The following table summarizes the remaining amortization of intangible assets with definite useful life as of December 3 1, 2016: For year ended 12/31/2017 $ 3,566 For year ended 12/31/2018 3,041 For year ended 12/31/2019 2,387 For year ended 12/31/2020 1,692 Thereafter 3,101 $ 13,787 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2016 | |
Segments [Abstract] | |
Segments | 7. Segments Reporting segments are based upon the Company’s internal organizational structure, the manner in which the Company’s operations are managed, 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, Peru, Panama, Honduras, Nicaragua, Salvador , Portugal, Uruguay, Bolivia, Guatemala, Paraguay and USA ). Direct contribution consists of net revenues from external customers less direct costs and any impairment of long lived assets. Direct costs include specific costs of net revenues, sales and marketing expenses, and general and administrative expenses over which segment managers have direct discretionary control, such as advertising and marketing programs, customer support expenses, allowances for doubtful accounts, 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. 7. Segments (continued) The following tables summarize the financial performance of the Company’s reporting segments: Year Ended December 31, 2016 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 455,024 $ 262,252 $ 46,332 $ 37,185 $ 43,603 $ 844,396 Direct costs (270,922) (152,103) (40,951) (17,732) (31,549) (513,257) Impairment of Long-lived Assets - - - (13,717) - (13,717) Direct contribution 184,102 110,149 5,381 5,736 12,054 317,422 Operating expenses and indirect costs of net revenues (136,366) Income from operations 181,056 Other income (expenses): Interest income and other financial gains 35,442 Interest expense and other financial losses (25,605) Foreign currency losses (5,565) Net income before income tax expense $ 185,328 Year Ended December 31, 2015 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 290,602 $ 245,011 $ 40,338 $ 40,475 $ 35,364 $ 651,790 Direct costs (180,394) (134,750) (31,282) (15,287) (24,605) (386,318) Impairment of Long-lived Assets - - - (16,226) - (16,226) Direct contribution 110,208 110,261 9,056 8,962 10,759 249,246 Operating expenses and indirect costs of net revenues (110,050) Income from operations 139,196 Other income (expenses): Interest income and other financial gains 20,561 Interest expense and other financial losses (20,391) Foreign currency gains 11,125 N et income before income tax expense $ 150,491 7. Segments (continued) Year Ended December 31, 2014 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 273,638 $ 150,668 $ 37,669 $ 58,026 $ 36,535 $ 556,536 Direct costs (158,412) (81,273) (24,068) (16,584) (20,163) (300,500) Impairment of Long-lived Assets - - - (49,496) - (49,496) Direct contribution 115,226 69,395 13,601 (8,054) 16,372 206,540 Operating expenses and indirect costs of net revenues (86,069) Income from operations 120,471 Other income (expenses): Interest income and other financial gains 15,336 Interest expense and other financial losses (11,659) Foreign currency losses (2,352) Net income before income tax expense $ 121,796 The following table summarizes the allocation of the long-lived tangible assets based on geography: December 31, December 31, 2016 2015 (In thousands) US property and equipment, net $ 9,771 $ 12,756 Other countries Argentina 25,071 22,379 Brazil 55,706 17,150 Mexico 2,307 2,475 Venezuela 21,615 21,556 Other countries 9,791 5,317 $ 114,490 $ 68,877 Total property and equipment, net $ 124,261 $ 81,633 7. Segments (continued) The following table summarizes the allocation of the goodwill and intangible assets based on geography: December 31, December 31, 2016 2015 (In thousands) US intangible assets $ 250 $ 235 Other countries goodwill and intangible assets Argentina 7,717 8,763 Brazil 31,170 21,338 Mexico 38,860 46,186 Venezuela 7,366 7,217 Other countries 32,711 31,797 $ 117,824 $ 115,301 Total goodwill and intangible assets $ 118,074 $ 115,536 Consolidated net revenues by similar products and services for the years ended December 31, 201 6 , 201 5 and 201 4 were as follows: Consolidated Net Revenues 2016 2015 2014 (In thousands) Marketplace $ 491,628 $ 393,014 $ 376,156 Non-marketplace (*) $ 352,76 8 $ 258,776 $ 180,380 Total $ 844,396 $ 651,790 $ 556,536 (*) Includes, among other things, Ad Sales, Real Estate, Motors, Financing Fees, Off-platform Payment Fees , Shipping and other ancillary services. |
Fair Value Measurement of Asset
Fair Value Measurement of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurement of Assets and Liabilities [Abstract] | |
Fair Value Measurement of Assets and Liabilities | 8. Fair value measur ement 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 December 31, 201 6 and 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 December 31, 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 $ 111,198 $ 111,198 $ — $ — $ 46,423 $ 46,423 $ — $ — Corporate Debt Securities — — — — 15,785 — 15,785 — Investments: Sovereign Debt Securities 50,703 50,703 — — 69,302 64,264 5,038 — Corporate Debt Securities 207,633 61,986 145,647 — 232,257 51,974 180,283 — Certificates of deposit 35,374 — 35,374 — 11,516 — 11,516 — Total Financial Assets $ 404,908 $ 223,887 $ 181,021 $ — $ 375,283 $ 162,661 $ 212,622 $ — Liabilities: Contingent considerations $4,213 $ — $ — $ 4,213 $ 9,007 $ — $ — $ 9,007 Long-term retention plan 27,135 — 27,135 — 17,159 — 17,159 — Total Financial Liabilities $ 31,348 $ — $ 27,135 $ 4,213 $ 26,166 $ — $ 17,159 $ 9,007 As of December 31, 2016 and 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 December 31, 2016 and 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 year ended December 31, 2016, the Company recognized in earnings a loss of $377 thousands and a loss of $961 thousands within other comprehensive income, in relation with contingent considerations. In addition, during the year ended December 31, 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 December 31, 2016 and 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 mark ets funds), accounts receivable, credit cards receivable , loans receivable, funds payable to customers, other assets, accounts payable, salaries and social security 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 . 8. Fair value measurement of assets and liabiliti es (c ontinued) The following table summarizes the fair value level for those financial assets and liabilities of the Company measured at amorti zed cost as of December 31, 2016 and 201 5 : Balances as of Significant other Balances as of Significant other December 31, observable inputs December 31, observable inputs 2016 (Level 2) 2015 (Level 2) (In thousands) Assets Time Deposits $ 113,414 $ 113,414 $ 76,658 $ 76,658 Accounts receivable, net 25,435 25,435 28,428 28,428 Credit Cards receivable, net 307,904 307,904 131,946 131,946 Loans receivable, net 6,283 6,283 — — Other assets 58,900 58,900 53,532 53,532 Total Assets $ 511,936 $ 511,936 $ 290,564 $ 290,564 Liabilities Accounts payable and accrued expenses $ 105,106 $ 105,106 $ 62,038 $ 62,038 Funds payable to customers 370,693 370,693 203,247 203,247 Salaries and social security payable 37,936 37,936 26,181 26,181 Taxes payable 27,338 27,338 10,092 10,092 Dividends payable 6,624 6,624 4,548 4,548 Loans payable and other financial liabilities (*) 313,523 313,523 296,307 296,307 Other liabilities 11,954 11,954 8,520 8,520 Total Liabilities $ 873,174 $ 873,174 $ 610,933 $ 610,933 (*) The fair value of the convertible senior notes (including the equity c omponent) is disclosed in Note 17 . As of December 31, 201 6 and 201 5 , the Company held no direct investments in auction rate securities, collateralized debt obligations or structured investment vehicles, and did not have any non-financial assets or liabilities measured at fair value. 8. Fair value measurem ent of assets and liabilities (c ontinued) As of December 31, 201 6 and 201 5 , the fair value of money market funds, short and long-term investments classified as available for sale securities are as follows: December 31, 2016 Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 111,198 $ — $ — $ 111,198 Total Cash and cash equivalents 111,198 — — 111,198 Short-term investments Sovereign Debt Securities 2,166 — — 2,166 Corporate Debt Securities 102,509 26 (168) 102,367 Certificates of deposit 35,336 40 (2) 35,374 Total Short-term investments 140,011 66 (170) 139,907 Long-term investments Sovereign Debt Securities 48,943 — (406) 48,537 Corporate Debt Securities 105,632 90 (456) 105,266 Total Long-term investments 154,575 90 (862) 153,803 Total $ 405,784 $ 156 $ (1,032) $ 40 4,908 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 December 31, 2016 and 2015. 8. Fair value measurem ent of assets and liabilities (c ontinued) The material portion of the Sovereign Debt Securities is U.S. Treasury Notes with no significant risk associated. As of December 31, 201 6 , the estimated fair values of money market funds, short-term and long-term investments classified by its effective maturities are as follows: One year or less 251,105 One year to two years 68,198 Two years to three years 59,628 Three years to four years 15,715 Four years to five years 10,262 Total $ 404,908 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Common Stock [Abstract] | |
Common Stock | 9. Common stock Authorized, issued and outstanding shares As of December 31, 201 6 and 201 5 , as stated in the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Fourth Amended Certificate of Incorporation”), the Company has authorized 110,000,000 shares of Common Stock, par value $0.001 per share (“ Common Stock ”). As of December 31, 201 6 and 201 5 , there were 44,157,364 and 44,156,854 shares of common stock issued and outstanding with a par value of $0.001 per share, respectively. Voting rights Each outstanding share of common stock, is entitled to one vote on all matters submitted to a vote of holders of common stock, except for stockholders that beneficially own more than 20% of the shares of the outstanding common stock, in which case the board of directors (the “Board”) may declare that any shares of stock above such 20% do not have voting rights. The holders of common stock do not have cumulative voting rights in the election of directors. |
Mandatorily Redeemable Converti
Mandatorily Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Mandatorily Redeemable Convertible Preferred Stock [Abstract] | |
Mandatorily Redeemable Convertible Preferred Stock | 10. Mandatorily redeemable convertible preferred stock Pursuant to the Fourth Amended Certificate of Incorporation, the Company authorized preferred stock consisting of 40,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 201 6 and 201 5 , the Company has no preferred stock subscribed and or issued . |
Compensation Plan for Outside D
Compensation Plan for Outside Directors | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Compensation Plan for Outside Directors | 11. Compensation Plan for Outside Directors The Company compensates its outside directors for their annual services provided through a cash payment, and from time to time through the issuance of equity awards, as follows: On September 27, 2013, the board of directors of the Company (the “Board”) , upon the recommendation of the compensation committee of the Board, adopted a director compensation program (the “ 2013 Director Compensation Program ”) that sets compensation for the Company’s outside directors for the period of June 2013 to June 2016. The New Director Compensation Program, which became effective as of June 2013, provide d that each outside director of the Company receives an annual fee for Board services, comprised of a non-adjustable Board service award and an adjustable Board service award. The non-adjusta ble Board service award consisted of a fixed cash payment of $50 thousands . The adjusta ble Board service award consisted of a fixed cash amount of $70 thousands multiplied by the quotient of (a) the average closing sale price of the Company’s common stock on the NASDAQ Global Market during the 30-trading day period preceding the Annu al Meeting of Stockholders held during the respective compensation period divided by (b) the average closing sale price of the Company’s common stock on the NASDAQ Global Market during the 30 -trading day period preceding the prior Annual Meeting of Stockholders. The New Director Co mpensation Program also included a non-adjustable chair service award for committee services from June 2013 to June 2016. Under the terms of the New Director Compensation Program, the chair of each of the audit committee, the 11. Compensati on Plan for Outside Directors (c ontinued) compensation committee and the nominating and corporate governance committee and t he lead independent director were entitled to receive annual cash compensation in addition to existing director compensation in the amount of $22 ; $17 ; $7 and $15 thousands , respectively. On August 2, 2016, the Board , upon the recommendation of our Compensation Committee, adopted a new d irector compensation program or the “ 2016 Director Compensation Program” that sets compensation for the Company’s outside directors for the period of June 201 6 to June 2019 . The Director Compensation Program, which became effective as of June 201 6 , provides that each outside director of the Company receives an annual fee for Board services, comprised of a non-adjustable Board service award and an adjustable Board service award. The non-adjustable Board service award consis ts of a fixed cash payment of $60 thousands . The adjustable Board service award consi sts of a fixed cash amount of $10 0 thousands multiplied by the quotient of (a) the average closing sale price of the Company’s common stock on the NASDAQ Global Market during the 30-trading day period preceding the Annual Meeting of Stockholders to be held during the respective compensation period divided by (b) the average closing sale price of our common stock on The NASDAQ Global Market during the 30-trading day period preceding the prior Annual Meeting of Stockholders. The Director Compensation Program also includes a non-adjustable chair service award for committee services from June 201 6 to June 2019 . Under the terms of the Director Compensation Program, the chair of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and the lead independent director are entitled to receive annual cash compensation in addition to existing director comp ensation in the amount of $22 , $ 22 , $7 and $15 thousands , respectively. The following table summarizes the total accrued compensation cost related to outside Directors, included in operating expenses in the accompanying consolidated statement of income, for t he years ended December 31, 2016, 2015 and 201 4 : Year ended December 31, 2016 2015 2014 (In thousands) Chairman Fee $ 64 $ 61 $ 61 Adjustable Award 783 718 545 Non-adjustable Award 444 398 359 $ 1,291 $ 1,177 $ 965 |
Equity Compensation Plan and Re
Equity Compensation Plan and Restricted Shares | 12 Months Ended |
Dec. 31, 2016 | |
Equity Compensation Plan and Restricted Shares [Abstract] | |
Equity Compensation Plan and Restricted Shares | 12. Equity compensation plan and restricted shares Pursuant to the “Amended and Restated 1999 Stock Option and Restricted Stock Plan”, (the “Plan”) the Company has reserved 4,732,400 shares of Common Stock for issuance under the Plan. On June 10, 2009, the Annual Shareholders’ Meeting approved the adoption of the 2009 Equity Compensation Plan, which contains terms substantially similar to the terms of the “1999 Stock Option and Restricted Stock Plan” scheduled to expire in November 2009. The 2009 plan has reserved for issuance 294,529 shares of the Company’s common stock under the 19 99 plan. As of December 31, 2016 , there are 232,825 shares available for grant under the 1999 plan. Equity compensation awards granted under the Plan are at the discretion of the Company’s board of directors and may be in the form of either incentive or nonqualified stock options. As of December 31, 201 6 , there are no outstanding options granted under the Plan. There was no granting during the period from Janu ary 1, 2007 to December 31, 2016 . |
Management Incentive Bonus Plan
Management Incentive Bonus Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Management Incentive Bonus Plan | 13. Management incentive bonus plan In September 2001, the Company implemented the 2001 Management Incentive Bonus Plan (the “Incentive Plan”) to provide incentives to, and align the interests of, senior management with the Company’s shareholders. As established in the Incentive Plan, the Company’s Chief Executive Officer, with the consent of the board of directors, made the initial determination as to the executives entitled to the benefits under the plan (the “Participants”) and the amounts of participation (the “Participation Percentages”). The board of directors administers the Incent ive Plan. 13. Management incentive bonus plan (continued) Pursuant to the Incentive Plan, if the Company is sold, the Participants are entitled to receive a “sale bonus” and a “stay bonus” as follows: · If the purchase price is equal or greater than $20,000 thousands, then Participants shall be entitled to receive i) a sale bonus equal to 5.5% of the purchase price and ii) a stay bonus equal to 7.1% of the purchase price; provided, however, that in no event shall the amount paid or payable by the purchaser considered for the Incentive Plan calculation exceed $78,335 thousands. Each Participant shall participate on these bonuses based on its Participation Percentage. · If the purchase price is less than $20,000 thousands, then Participants shall be entitled to receive a stay bonus equal to 7.1% of the purchase price. Each Participant shall participate on this stay bonus based on its Participation Percentage. As the consummation of the sale is not considered probable, no provision has been recognized at December 31, 201 6 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 14. Income taxes The components of pretax income in consolidated companies for the years ended December 31, 201 6 , 201 5 and 201 4 are as follows: Year Ended December 31, 2016 2015 2014 (In thousands) United States $ (12,321) $ (17,049) $ (10,848) Brazil 106,123 70,261 91,136 Argentina 115,032 116,652 53,065 Venezuela (15,202) (25,764) (31,360) Mexico (15,747) (4,743) 6,094 Other Countries 7,443 11,134 13,709 $ 185,328 $ 150,491 $ 121,796 Income tax is composed of the following: Year Ended December 31, 2016 2015 2014 (In thousands) Income Tax: Current: U.S. $ 47 $ 55 $ 2 Non-U.S. 55,103 45,892 66,786 55,150 45,947 66,788 Deferred: U.S. 1,337 1 465 Non-U.S. (7,525) (1,246) (18,110) (6,188) (1,245) (17,645) Income tax expense 48,962 44,702 49,143 14. Income taxes (continued) The following is a reconciliation of the difference between the actual provision for income taxes and the provision computed by applying the blended income tax rate for 201 6 , 201 5 and 201 4 to income before taxes: Year Ended December 31, 2016 2015 2014 (In thousands) Net income before income tax $ 185,328 $ 150,491 $ 121,796 Weighted average income tax rate 34% 33% 33% Income tax expense at weighted average income tax rate $ 63,148 $ 50,022 $ 40,783 Permanent differences: Federal and assets taxes 31 33 4 Transfer pricing adjustments 1,328 882 616 Non-deductible tax 545 441 258 Non-deductible expenses 599 1,911 2,311 Dividend distributions 5,860 5,861 4,221 Impairment of Venezuela property and equipment 3,216 5,226 14,734 Non-taxable income (*) (25,923) (27,385) (9,565) Currency translation (8,245) 6,443 (5,218) Change in valuation allowance 8,535 1,167 1,094 Business Combination — — (40) True up (132) 101 (55) Income tax expense $ 48,962 $ 44,702 $ 49,143 (*) Includes Argentine Tax holiday described in Note 2 “Income and asset tax” 14. Income taxes (continued) Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The following table summarizes the composition of deferred tax assets and liabilities for the years ended December 31, 201 6 and 201 5 : December 31, December 31, 2016 2015 (In thousands) Deferred tax assets Allowance for doubtful accounts $ 8,171 $ 7,791 Unrealized net gains on investments — 212 Property and equipment, net 3,159 1,682 Accounts payable and accrued expenses 888 1,023 Payroll and social security payable 9,568 5,150 Taxes payable 820 867 Provisions 4,093 3,096 Foreign tax credit 13,515 10,102 Tax loss carryforwards 13,774 3,744 Total deferred tax assets 53,988 33,667 Valuation allowance (8,971) (3,979) Total deferred tax assets, net 45,017 29,688 Deferred tax liabilities Property and equipment, net (9,611) (3,926) Customer lists (2,127) (2,602) Non compete agreement (78) (165) Outside basis dividends (13,515) (10,102) Trademarks (2,241) (2,538) Goodwill (1,514) (203) Convertible notes and Capped Call (4,961) (6,723) Foreign exchange effect (12) (790) Total deferred tax liabilities (34,059) (27,049) As of December 31, 201 6 , consolidated loss carryforwards for income tax purposes were $ 43,672 thousands . If not utilized, tax loss carryforwards will begin to expire as follows: 2019 $ 13,205 2020 511 2021 936 2022 431 2023 12 2024 13 Thereafter 21,134 Without due dates 7,430 Total $ 43,672 14. Income taxes (continued) During the year ended December 31, 2016 , the Company increased $3,937 thousands the valuation allowance in Venezuela because the loss carryforward in that country was considered not fully recoverable for tax purposes based on estimates of future earnings. The tax loss carryforward in Venezuela was mainly generated for the impairment of long-lived assets and the currency devaluation recognized in that jurisdiction. In addition, during the same year, the Company increased the valuation allowance relating to the Mexican operation by 758 thousands, as a consequence of the assessment of the recoverability of certain deferred tax assets in such jurisdiction During the year ended December 31, 2015, the Company reduced $73 thousands related to the valuation allowance of certain subsidiaries, acquired in 2008. In addition, during that same year, the Company increased the valuation allowance relating to Argentine operation by $173 thousands, as a consequence of the assessment of the recoverability of certain deferred tax assets in such jurisdiction. The Company has not considered $184,654 thousands of the non-U.S. subsidiaries’ undistributed earnings as of December 31, 2016 in calculating deferred income taxes. In determining the amount of non-U.S. subsidiaries undistributed earnings for that calculation, the Company does not consider a portion of the non-U.S. subsidiaries earnings as of December 31, 2016 to be subject to U.S. federal income tax purposes because such earnings are intended to be indefinitely reinvested in its international operations and potential acquisitions related to those operations. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes if such distribution exceeds available foreign tax credits. It is not practicable to determine the income tax liability that might be incurred if these earnings were to be distributed. The Company does not expect a material impact in any repatriation of undistributed earnings of foreign subsidiaries on its operations since the taxable domestic gains generated by any dividend distributions will be mostly offset with foreign tax credits that arise from income tax paid in its foreign operations, which the Company is allowed to compute for domestic income tax purposes . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation and Other Legal Matters The Company is subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings. The Company accrues liabilities when it considers probable that future costs will be incurred and such costs can be reasonably estimated. The proceeding-related reserve is based on developments to date and historical information related to actions filed against the Company. As of December 31, 2016 , the Company had established reserves for proceeding-related contingencies and other estimated contingencies of $5,587 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 December 31, 201 6 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 $4,460 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 December 31, 2016, there were 55 lawsuits pending against our Argentine subsidiary in the Argentine ordinary courts and 1,573 pending claims in the Argentine Consumer Protection Agencies, where a lawyer is not required to file or pursue a claim. As of December 31, 2016, 717 legal actions were pending in the Brazilian ordinary courts. In addition, as of December 31, 2016, there were 2,923 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. As of December 31, 2016, there were 9 claims pending against our Mexican subsidiaries in the Mexican ordinary courts and 130 claims pending against our Mexican subsidiaries in the Mexican Consumer Protection Agencies, where a lawyer is not required to file or pursue a claim. 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. 15. Commitments and Contingencies (continued) Citizen Watch do Brasil On August 25, 2010, Citizen Watch do Brasil S/A, or Citizen, sued Brazilian subsidiaries in the 31st Central Civil Court State of São Paulo, Brazil. Citizen alleged that the Brazilian subsidiaries were infringing Citizen’s trademarks as a result of users selling allegedly counterfeit Citizen watches through the Brazilian page of the Brazilian subsidiaries’ website. Citizen sought an order enjoining the sale of Citizen-branded watches on the Brazilian subsidiaries’ Marketplace with a $6,000 daily non-compliance penalty. On September 23, 2010, the Brazilian subsidiaries were summoned of an injunction granted to prohibit the offer of Citizen products on its platform, but the penalty was established at $6,000 per day. On September 26, 2010, the Brazilian subsidiaries presented their defense and appealed the decision of the injunction relief to the State Court of Appeals of São Paulo on September 27, 2010. On October 22, 2010 the injunction granted to Citizen was suspended. On March 23, 2011, the Company’s appeal regarding the injunction granted to Citizen was ruled in favor of the Brazilian subsidiaries. On May 4, 2011, Citizen presented a motion to clarify the decision but it was dismissed on March 14, 2012. On May 28, 2012, the Plaintiff filed a special recourse related to the injunction relief to the State Court of Appeals, and the Brazilian subsidiaries presented their defense on August 16, 2012 which was not admitted. In September 2012, the Plaintiff filed a legal action against the Brazilian subsidiaries with same arguments alleged in the injunction request and seeking for compensatory and statutory damages and defenses were presented on March 20, 2013. On January 9, 2013, Citizen presented a motion to request the appeal to be ruled by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça). On March 1, 2013, the Brazilian subsidiaries presented their response to that appeal. On August 27, 2013, the Brazilian Superior Court of Justice ruled against Citizen’s appeal. The Superior Court of Justice ruled that the Brazilian subsidiaries were not responsible for alleged infringement of intellectual property rights by its users and that they should comply with the “notice and take down” procedure it already have in place. On October 4, 2013, Citizen presented a motion to clarify mentioned decision issued by the Brazilian Superior Court of Justice and such motion was denied on November 11, 2013. Citizen then filed, on November 25, 2013, an Extraordinary Appeal aiming the decision rendered by Brazilian Superior Court of Justice to be reviewed by Brazilian Federal Supreme Court. On February 21, 2014, Brazilian subsidiaries presented its response to Citizen’s Extraordinary Appeal. On March 10, 2014, Citizen’s extraordinary appeal was not accepted by the Brazilian Superior Court of Justice and, on March 26, 2014, Citizen filed an appeal against such decision, aiming at its Extraordinary Appeal to be accepted and ruled by Brazilian Federal Supreme Court. On May 5, 2014 the Company presented its response to Citizen’s appeal to The Brazilian Federal Supreme Court. On December, 19, 2014 Brazilian Federal Supreme Court overruled Citizen’s Extraordinary Appeal, ending the discussion regarding the injunction sought by Citizen which was definitely not granted. On February 19, 2015 the judge preceding the 31st Central Civil Court of the City of São Paulo, State of São Paulo, Brazil ruled the case in its merits totally in favor of the Brazilian subsidiary, stating that MercadoLivre shall not be held responsible for any of Citizen’s pleas and allegations and Citizen did not appeal the mentioned decision and, as a co nsequence, the case is closed. On F ebruary 19, 2016 a final decision on the injunction was issued in favor of the Brazilian Subsidiary and therefore the case was closed. City of São Paulo Tax Claim In 2007 São Paulo tax authorities have asserted taxes and fines against our Brazilian subsidiary relating to the period from 2005 to 2007 in an approximate amount of $5.9 million according to the exchange rate in effect at that time. In 2007, the Company presented administrative defenses against the authorities’ claim and the tax authorities ruled against the Brazilian subsidiary. In 2009, the Company presented an appeal to the Conselho Municipal de Tributos or São Paulo Municipal Council of Taxes which reduced the fine. On February 11, 2011, the Company appealed this decision to the Câmaras Reunidas do Egrégio Conselho Municipal de Tributos or Superior Chamber of the São Paulo Municipal Council of Taxes whi ch affirmed the reduction of th e fine. As of the date of these consolidated financial statements, the total amou nt of the claim is $ 4.2 million including surcharges and interest. With this decision the administrative stage is finished. On August 15, 2011, the Company made a deposit in court of R$ 9.5 million, which including accrued interests amounted to R$ 13.8 million or $ 4.2 million, according to the exchange rate at December 31, 2016, and filed a lawsuit in 8th Public Treasury Court of the County of São Paulo, State of São Paulo, Brazil, to contest the taxes and fines asserted by the Tax Authorities. 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, that was rejected. On November 29, 2016, the São Paulo Municipal Council appealed, and the Company presented its counter arguments. As of the date of these consolidated financial statements, the Company is still waiting for a decision. In September 2012 São Paulo tax authorities have asserted taxes and fines against our Brazilian subsidiary related to our Brazilian subsidiary’s activities in São Paulo for the period from 2007 through 2010. On July 27, 2012, the Company presented administrative defenses against the authorities’ claim. On February 2, 2013, São Paulo tax authorities ruled against the Brazilian subsidiary maintaining claimed taxes and fines. On March 4, 2013, the Company presented an appeal to the Conselho Municipal de Tributos or São Paulo Municipal Council of Taxes. On August 23, 2013, the Câmaras Reunidas do Egrégio Conselho Municipal de Tributos or Superior Chamber of the São Paulo Municipal Council of Taxes ruled against the Company’s appeal. On September 5, 2013, the Company presented a special appeal to the Superior Chamber of the São Paulo Municipal Council of Taxes. On October 18, 2013, the mentioned appeal was denied to 15. Commitments and Contingencies (continued) City of São Paulo Tax Claim (continued) our Brazilian subsidiary and confirmed the fines. With this decision the administrative stage is finished. On November 13, 2013, the Company filed a lawsuit before the 9th Treasury Court of the City of São Paulo, State of São Paulo, Brazil, to contest the taxes and fines asserted by the Tax Authorities. On November 14, 2013, the Company made a deposit in court related to the lawsuit filed, of R$ 51.6 million or $ 15.8 million, according to the exchange rate at December 31, 2016. On January 28, 2014 São Paulo Municipal Council was summoned and on April 8, 2014 the São Paulo Municipal Council presented its defense. On April 24, 2014, the Company presented our response to the mentioned defense. As of December 31, 2016, the lower court’s ruling was still pending. In January 2005, the Brazilian subsidiary moved its operations to Santana de Parnaíba City, Brazil and began paying taxes to that jurisdiction and therefore the Company believes that has strong defenses to the claims of the São Paulo authorities with respect to these periods for both tax claims. The Company’s management based on the external legal counsel opinion, believe that the risk of loss is remote for both claims, and as a result, has not reserved any provisions for these claims. The collection date of the legal deposits cannot be determined since it will depend on the actual duration of the related legal proceedings. Tax Claims On September 2, 2011, the Brazilian Federal tax authority has asserted taxes and fines against our Brazilian subsidiary relating to the income tax for the 2006 period in an approximate amount of R$5.1 million or $ 1.6 million, according to the exchange rate at December 31, 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$ 2.1 million or $ 639 thousands according to the exchange rate at December 31, 2016. On November 21, 2014, the Company appealed to the Superior Administrative Court of Tax Appeals. On September 8, 2016 our appeal was not accepted. Mercado Livre filed an appeal against such decision, aiming the appeal to be accepted and ruled by Superior Administrative Court of Tax Appeals. As of the date of these 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, believes 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. 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 withholdi ng over payments remitted by the Company´s B razilian subsidiaries to the Company´s 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 considering 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 December 31, 2016, it is waiting for the second instance decision. As a result, the Company started making deposits in court for the controversial amounts. As of December 31, 2016, the Company recorded in the balance sheet deposits in court for R$25.8 million or $7.9 million, according to the exchange rate at December 31, 2016 under the caption non-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. Administrative tax claims On November 9, 2016, São Paulo tax authorities have asserted taxes and fines against our Brazilian subsidiary Ebazar, relating to the entitlement of PIS and COFINS credits from 2012 in an approximate amount of R$3 .1 million or $9 45 thousands, according to the exchange rate as of December 31, 2016. The Company presented administrative defenses against the authorities’ claim. As of the date of these consolidated financial statements, the Company is still waiting for a decision. The opinion of the Company´s management, based on the external legal counsel opinion, is that the risk of losing the case is reasonably possible, but not probable. On December 27, 2016, São Paulo tax authorities have asserted taxes and fines against our Brazilian subsidiary MercadoPago.com Representações Ltda., relating to the entitlement of PIS and COFINS credits from 2012 in an approximate amount of R$12 million or $3. 7 million according to the exchange rate as of December 31, 2016. The Company will present administrative defenses against the authorities’ claim. The opinion of the Company´s management, based on the external legal counsel opinion, is that the risk of losing the case is reasonably possible, but not probable. 15. Commitments and Contingencies (continued) Administrative tax claims (continued) 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. Operating leases The Company has leases for office space in the various countries in which it operates. Total rental e xpense amounted to $6,112 thousands, $4,396 thousands and $3,111 thousands for t he years ended December 31, 2016, 2015 and 2014 , respectively. Minimum remaining annual commitments under the non-cancelable operating leases are as follows: For the year ended December 31, 2017 $5,474 For the year ended December 31, 2018 6,378 For the year ended December 31, 2019 7,187 For the year ended December 31, 2020 6,493 For the year ended December 31, 2021 6,034 Thereafter 13,634 $ 45,200 Employment Contracts Each of the executive officers of the Company are a party to individual employment agreements that provide for annual base estimated salaries aggregating approximately $1,518 thousands per year, a performance based estimated bonus aggregating to approximately $1,751 thousands per year, and some fringe benefits. The employment agreements automatically renew annually, if not terminated by either party. Each agreement includes clauses that provide in the event of employment termination without cause, the Company must pay the employee 12 months of base salary Additionally, the executive officers of the Company are included in the Long Term Retention Plans mentioned in note 16. Under the 2009 Plan the executive officers of the Company will receive approximately $650 thousands in a period of 3 months. Under the 2010 Plan the executive officers of the Company will receive approximately $2,001 thousands in a period of 1 year and 3 months. Under the 2011 Plan the executive officers of the Company will receive approximately $2,935 thousands in a period of 2 years and 3 months. Under the 2012 Plan the executive officers of the Company will receive approximately $4,011 thousands in a period of 3 years and 3 months. Under the 2013 Plan the executive officers of the Company will receive approximately $7,985 thousands in a period of 2 years and 3 months. Under the 2014 Plan the executive officers of the Company will receive approximately $8,291 thousands in a period of 3 years and 3 months. Under the 2015 Plan the executive officers of the Company will receive approximately $10,310 thousands in a period of 4 years and 3 months. Under the 2016 Plan the executive officers of the Company will receive approximately $13,394 thousands in a period of 5 years and 3 months. In all cases, the estimated amount has been calculated considering the Company’s closing stock price as of December 31, 2016. 15. Commitments and Contingencies (continued) Loans payable and other financial liabilities During last quarter of 2013, the Company through its Argentine subsidiary obtained two unsecured lines of credit from two Argentinean banks, denominated in Argentinean pesos, to fund the acquisition of office equipment in Buenos Aires. As of December 31, 2016, the first line of credit was fully paid and the amount outstanding under the remaini ng unsecured line of credit was $144 thousands. The unsecured line of credit bears interest fixed rate of 15.25% per annum and the last maturity date is in 11 months. During third quarter of 2015, the Company through its Venezuelan subsidiary obtained a mortgage loan from Banco del Caribe, C.A. Banco Universal to fund the acquisition of an Office building in Caracas of $5,009 thousands to be paid in monthly installments during five years and bears a fixed interest rate of 24% per annum. The mortgage was constituted over the offices acquired up to an amount of $2,997 thousands to cover the amounts due to the bank. As of December 31, 201 6, the amount due in relation to the mentioned mortgage loan amounts to $1,101 thousands. During second quarter of 2016, the Company through its Brazilian subsidiary, obtained four lines of credit from Banco Nacional de Desenvolvimento Econômico e Social (BNDES) denominated in Reales, to fund the acquisition of machines and equipment. As of December 31, 2016, the amount outstanding under these lines of credit is $330 thousands and matures in July 2017. During last quarter of 2016, the Company, through its Uruguayan subsidiary, obtained a line of credit from Citibank N.A. denominated in Uruguayan pesos, to be applied to working capital needs . As of December 31, 2016, the amount outstanding under this line of credit is $1,376 thousands, bears an interest fixed rate of 12.99% per annum and matures in January 2017. During last quarter of 2016, the Company, through its Chilean subsidiary, obtained a line of credit from Banco de Chile denominated in Chilean pesos, to be applied to working capital needs . As of December 31, 2016, the amount outstanding under this line of credit is $9,640 thousands, bears an interest fixed rate of 5.52% per annum and matures in February 2017. See additionally Note 17 with the detail of the 2.25% Convertible Senior Note due 2019. |
Long Term Retention Plan
Long Term Retention Plan | 12 Months Ended |
Dec. 31, 2016 | |
Long Term Retention Plan [Abstract] | |
Long Term Retention Plan | 16. Long term retention plan 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 fixed (a “2016 LTRP Fixed Award”) a nd 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: t he eligible employee will receive a fixed payment equal to 16.66% of his or her 2016 LTRP Fixed Award once a year for a period of six years starting in March 2017 (the “Annual Fixed Payment”); and · 2016 LTRP Var iable Award: o n each date the Company pays the Annual Fixed Award to the eligible employee, he or she will also receive the 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. 16. Long Term Retention Plan (Continued) The rest of LTRP outstanding as of December 31, 2016, follows similar calculation method as explain above for 2016 LTRP. The following tables summarize the 2009, 2010, 2011, 2012, 2013, 2014, 2015 and 2016 LTRP accrued compensation expense for the years ended December 31, 2016, 2015 and 2014: December 31, 2016 December 31, 2015 December 31, 2014 Weighted-average Weighted-average Weighted-average Aggregate remaining Aggregate remaining Aggregate remaining Intrinsic contractual Intrinsic contractual Intrinsic contractual value life (years) value life (years) value life (years) (In thousands) Outstanding LTRP 2009 1,312 0.25 1,862 0.75 3,229 1.25 Outstanding LTRP 2010 2,062 0.75 2,151 1.25 2,308 1.75 Outstanding LTRP 2011 2,713 1.25 2,505 1.75 3,625 2.25 Outstanding LTRP 2012 3,569 1.75 3,094 2.25 4,354 2.74 Outstanding LTRP 2013 6,796 1.25 6,255 1.75 9,006 2.25 Outstanding LTRP 2014 6,357 1.75 5,582 2.25 7,526 2.74 Outstanding LTRP 2015 8,361 2.25 6,982 2.75 - - Outstanding LTRP 2016 11,977 2.75 - - - - The 200 9, 2010, 2011, 2012, 2013, 2014, 2015 and 2016 LTRP have performance and/or eligibility conditi ons to be achieved at each year- end and also require the employee to stay in the Company at the payment date. The following tables summarize the LTRP accrued compensation expense for the years ended December 31, 201 6 , 201 5 and 2 014 : Year ended December 31, 2016 2015 2014 (In thousands) LTRP 2009 692 16 665 LTRP 2010 1,122 339 930 LTRP 2011 1,420 465 1,108 LTRP 2012 1,749 641 1,385 LTRP 2013 3,897 2,205 3,935 LTRP 2014 3,653 2,763 3,829 LTRP 2015 4,641 3,784 - LTRP 2016 5,809 - - $ 22,983 $ 10,213 $ 11,852 |
2.25% Convertible Senior Notes
2.25% Convertible Senior Notes Due 2019 | 12 Months Ended |
Dec. 31, 2016 | |
2.25% Convertible Senior Notes Due 2019 [Abstract] | |
2.25% Convertible Senior Notes Due 2019 | 17. 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. The net proceeds from the Notes were $322 million, net of the transaction costs. 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 pri ce 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 conversion rate is subject to customary anti-dilution adjustments. Following certain corporate events described in the Indenture that occur prior to the maturity date, the conversion rate will be increased for a holder who elects to convert its Notes in connection with such corporate event in certain circumstances. The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable. 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. During the period from October 1, 2016 through December 31, 2016, 12 Notes were converted for a total amount of $12 thousands. During the fourth quarter of 2016, the conversion threshold had not been met. 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. The total estimated fair value of the Notes was $458.8 million and $364.7 million as of December 31 , 2016 and 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 December 31, 2016 and 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 $156.1 closing price of the Company’s common stock on December 31 , 2016, the if-converted value of the Notes exceeded their principal amount by approximately $78.8 million. T he convertible debt instrument was separated into debt and equity components at issuance and a fair value was assigned. The following table presents the carrying amounts of the liability and equity components: December 31, 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) (25,097) (34,214) Unamortized transaction costs related to the debt component (3,968) (5,309) Contractual coupon interest accrual 7,425 7,425 Contractual coupon interest payment (7,425) (7,425) Net carrying amount $ 300,935 $ 290,477 (1) Net of $1,177 thousands of transaction costs related to the equity component of the Notes. (2) As of December 31, 2016, the remaining period over which the unamortized debt discount will be amortized is 2.5 years. 17. 2.25% Conv ertible Senior Notes Due 2019 (c ontinued) The following table presents the interest expense for the contractual interest and the accretion of debt discount: Year ended December 31, 2016 2015 2014 (In thousands) Contractual coupon interest expense $ 7,425 $ 7,425 $ 3,733 Amortization of debt discount 9,117 8,630 4,141 Amortization of debt issuance costs 1,341 1,217 569 Total interest expense related to Notes $ 17,883 $ 17,272 $ 8,443 In connection with the issuance of the Notes, the Company paid $19,668 thousands to enter into capped call transactions with respect to its common shares (the “Capped Call Transactions”), with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution upon conversion of the Convertible Notes and / or offset any cash payments the Company may be required to make in excess of the principal amount of any converted notes in the event that the market price of the common shares is greater than the strike price of the Capped Call Transactions, initially set at $126.02 per common share, which corresponds to the initial conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes, and have a cap price of $155.78 per common share. Therefore, as a result of executing the Capped Call Transactions, the Company will reduce its exposure to potential dilution once the market price of its common shares exceeds the strike price of $ 126.02 and up to a cap price of $155.78 per common share. The Capped Call Transactions allows the Company to receive shares of the common stock and/or cash related to the excess conversion value that the Company would pay to the holders of the Notes upon conversion, up to the above mentioned cap price. For more detailed information in relation to the account of the Notes and the Capped Call transactions, see Note 2 to these consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions Indemnification agreements The Company has entered into indemnification agreements with each of the directors and executive officers of its local subsidiaries. These agreements require the Company to indemnify such individuals, to the fullest extent permitted by the laws of the jurisdiction where these subsidiaries operate, for certain liabilities to which they may become subject by reason of the fact that such individuals are or were directors or executive officers of the local subsidiaries of the Company. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | 19. Valuation and qualifying accounts The following table summarizes valuation and qualifying accounts activity during t he years ended December 31, 2016, 2015 and 201 4 : Charges Utilized / Balance at beginning of Charged / credited to Net income / Currency translation adjustments / Balance at end of year (loss) Write-offs year (In thousands) Allowance for doubtful accounts Year ended December 31, 2014 18,995 20,864 (23,694) 16,165 Year ended December 31, 2015 16,165 15,194 (20,073) 11,286 Year ended December 31, 2016 11,286 12,952 (13,802) 10,436 Credit cards receivable allowance for chargebacks Year ended December 31, 2014 1,009 669 (1,149) 529 Year ended December 31, 2015 529 1,719 (1,014) 1,234 Year ended December 31, 2016 1,234 1,294 (17) 2,511 Tax valuation allowance Year ended December 31, 2014 3,089 1,608 (166) 4,531 Year ended December 31, 2015 4,531 16 (568) 3,979 Year ended December 31, 2016 3,979 8,535 (3,543) 8,971 Contingencies Year ended December 31, 2014 3,330 3,651 (3,972) 3,009 Year ended December 31, 2015 3,009 5,100 (3,723) 4,386 Year ended December 31, 2016 4,386 4,752 (3,551) 5,587 |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | 20. Quarterly Financial Data (unaudited) The following tables present certain consolidated quarterly financial information for each of the last twelve quarters for the years ended December 31, 201 6 , 201 5 and 201 4 : Quarter Ended March 31, June 30, September 30, December 31, (In thousands, except for share data) 2016 Net Revenues $ 157,630 $ 199,644 $ 230,847 $ 256,275 Gross profit 102,182 126,298 145,648 162,730 Net Income 30,247 15,858 38,912 51,349 Net Income per share-basic 0.68 0.36 0.88 1.16 Net Income per share-diluted 0.68 0.36 0.88 1.16 Weighted average shares Basic 44,156,961 44,157,341 44,157,341 44,157,355 Diluted 44,156,961 44,157,341 44,157,341 44,157,355 2015 Net Revenues $ 148,103 $ 154,314 $ 168,641 $ 180,732 Gross profit 103,395 104,003 111,828 117,570 Net Income 1,721 19,463 45,640 38,965 Net Income per share-basic 0.04 0.44 1.03 0.88 Net Income per share-diluted 0.04 0.44 1.03 0.88 Weighted average shares Basic 44,154,796 44,155,271 44,155,830 44,156,800 Diluted 44,154,796 44,155,271 44,155,830 44,156,800 2014 Net Revenues $ 115,382 $ 131,849 $ 147,935 $ 161,370 Gross profit 83,843 95,478 104,533 113,704 Net Income (loss) 30,328 (25,588) 33,752 34,161 Net Income (loss) per share-basic 0.69 (0.58) 0.76 0.76 Net Income (loss) per share-diluted 0.69 (0.58) 0.76 0.76 Weighted average shares Basic 44,153,818 44,153,892 44,153,892 44,154,412 Diluted 44,153,818 44,182,668 44,153,892 44,154,412 |
Cash Dividend Distribution
Cash Dividend Distribution | 12 Months Ended |
Dec. 31, 2016 | |
Cash Dividend Distribution [Abstract] | |
Cash Dividend Distribution | 21. Cash Dividend Distribution During the fiscal year ended December 31, 2016, the Company approved cash dividends for a total amount of $26,49 5 thousands or $0.6 per share, which had all been paid as of the year- end, except for the one approved in October 2016, consisting of $6,624 thousands ( or $0.15 per share, whi ch was paid on January 16, 2017 ) to stockholders of record as of the close of business on December 31, 2016 . During the fiscal year ended December 31, 2015, the Company approved cash dividends for a total amount of $18,192 thousands or $0.412 per share, which had all been paid as of the year-end, except for the one approved in October 201 5 , consisting of $4,548 thousands (or $0.103 per share, which was paid on January 15, 2016 ) to stockholders of record as of the close of business on December 31, 2015 . During the fiscal year ended December 31, 2014, the Company approved cash dividends for a total amount of $29,318 thousands or $0.664 per share, which had all been paid as of the year-end, except for the one approved in October 2014, consisting of $7,330 thousands (or $0.166 per share, which was paid on January 15, 2015 ) to stockholders of record as of the close of business on December 31, 2014 . |
Law of "Costs, Earnings, and Fa
Law of "Costs, Earnings, and Fair Profits" | 12 Months Ended |
Dec. 31, 2016 | |
Law of "Costs, Earnings, and Fair Profits" [Abstract] | |
Law of "Costs, Earnings, and Fair Profits" | 22. 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 Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation The accompanying 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. Ownership interests of minority interests are recorded as noncontrolling interest. These consolidated financial statements are stated in U.S. dollars. Intercompany transactions and balances have been eliminated for consolidation purposes. Substantially all net revenues, cost of net revenues and operating expenses, are generated in the Company’s f oreign operations, amounting to 99.9% , 99.8% and 99.7% of the consolidated amounts during 201 6 , 201 5 and 201 4 , respectively. Long-lived assets , intangible assets and Goodwill located in the foreign operations totaled $232,314 thousands and $184,178 thousands as of December 31, 201 6 and 201 5 , respectively. Cash and cash equivalents, short-term and long-term investments, amoun ted to $641,264 thousands and $556,614 thousands as of December 31, 201 6 and 201 5 , respectively. As of December 31, 201 6 those assets are located 56% in the United States of America and 44% in foreign locations, mainly in Brazil and Argentina . As of December 31, 201 5 those assets are located 69% in the United States of America and 31% in foreign locations, mainly in Brazil, Argentina and Venezuela. |
Use of Estimates | Use of estimates The preparation of 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 lives , 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, fair value of investments, recognition of income taxes and contingencies. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased, consisting primarily of money market funds and certificates of deposit, to be cash equivalents. |
Investments | Investments Time deposits are valued at amortized cost plus accrued interest. Debt securities classified as available-for-sale are recorded at fair value. Unrealized gains and losses on available-for-sale securities are reported as a component of other comprehensive (loss), net of the related tax provisions or benefits. Investments are classified as current or non-current depending on their maturity dates and when it is expected to be converted into cash. The Company assesses whether an other-than-temporary impairment loss on its investments has occurred due to declines in fair value or other market conditions. With respect to debt securities, this assessment takes into account the intent to sell the security, whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, and if the Company does not expect to recover the entire amortized cost basis of the security (that is, a credit loss exists). The Company did not recognize any other-than-temporary impairment on the investments in 2016, 2015 or 2014. M oney market funds, corporate and sovereign debt securities and certain certificates of deposits are valued at fair value. See Note 8 “Fair Value Measurement of Assets and Liabilities” for further details. |
Credit Cards Receivables and Funds Payable to Customers | Credit cards receivables and funds payable to customers Credit cards receivables mainly relate to the Company’s payments solution and arise due to the time taken to clear transactions through external pa yment networks or during the period of time until those credit cards receivables are sold to financial institutions. Credit cards receivables are presented net of the related provision for chargebacks. As of December 31, 2016 and 2015, there are no material past due credit cards receivables. Funds payable to customers relate also to the Company’s payments solution and are originated by the amounts due to sellers held by the Company until the transaction is completed. Funds, net of any amount due to the Company by the seller, are maintained in the seller’s current account until collection is requested by the customer. |
Loans Receivable, net | Loans receivable, net Loans receivable represents loans granted to certain merchants through the Company’s MercadoCredito solution, which was launched in Argentina in the fourth quarter of 2016. As of December 31, 2016, the Company extended approximately $10,311 thousands in credit to merchants, of which $6,283 thousands were outstanding. Loans granted under the MercadoCredito solution were funded with domestic cash resources. Loans receivable are reported at their outstanding principal balances, net of allowances and estimat ed collectible interest . Loans receivable are presented net of the allowance for uncollectible accounts, which represent management’s best estimate of probable incurred losses inherent in the Company’s portfolio of loans receivable. Allowances are based upon several factors including, but not limited to, historical experience and the current aging of customers. As of December 31, 2016, the allowance for uncollectible accounts amounted to $110 thousands. Through the Company’s MercadoCredito solution, merchants can borrow a certain percentage of their monthly sales volume (up to two months of sales) and are charged with a fixed interest rate based on the overall credit assessment of the merchant. Merchant credits are repaid in a period ranging between 3 and 12 months. As of December 31, 2016, $61 thousands loans receivable were past due over 30 days, representing a 1.0% of outstanding loans receivable as of that date. The Company closely monitors credit quality for all loans receivable on a recurring basis. To assess a merchant seeking a loan under the MercadoCredito solution, the Company uses, among other indicators, a risk model internally developed, as a credit quality indicator to help predict the merchant's ability to repay the principal balance and interest related to the credit. The risk model uses multiple variables as predictors of the merchant's ability to repay the credit, including external and internal indicators. Internal indicators consider merchant's annual sales volume, claims history, prior repayment history, and other measures. Based on internal scoring, merchants are rated from A (Prime) to F (Upper medium grade). In addition, the Company considers external bureau information to enhance the scoring model and the decision making process. The internal rating and the bureau credit score are combined in a risk matrix, which is also used to price the loans based on the risk profile in each cell. As of December 31, 2016, the Company’s MercadoCredito solution was granted only to the most loyal merchants with the best reputation on the site. |
Transfer of Financial Assets | Transfer of financial assets The Company may sell credit cards coupons to financial institutions, included within “Credit cards receivables”. These transactions are accounted for as a true sale. Accounting guidance on transfer of financial assets establishes that the transferor has surrendered control over transferred assets if and only if all of the following conditions are met: (1) the transferred assets have been isolated from the transferor, (2) each transferee has the right to pledge or exchange the assets it received and (3) the transferor does not maintain effective control over the transferred assets. When all the conditions are met, the Company derecognizes the corresponding financial asset from its balanc e sheet. As of December 31, 2016 and 201 5 , there is no continuing involvement with transferred financial assets. Addittionaly, the Company may discount credit card cupons with financial institutions, included within “Credit card receivables”. The aggregate gain included in net revenue s arising from these fi nancing transactions, net of the costs recognized on sale or discount of credit card coupons is $119,779 thousands, $96,345 thousands and $71,409 thousands, for the years ended December 31, 201 6, 2015 and 201 4 , respectively. |
Concentration of Credit Risk | Concentration of credit risk Cash and cash equivalents, short-term and long-term inves tments, credit card receivables, accounts receivable and loans receivable are potentially subject to concentration of credit risk. Cash and cash equivalents and investments are placed with financial institutions that management believes are of high credit quality. Accounts receivable are derived from revenue earned from customers located internationally. Accounts receivable balances are settled through customer credit cards, debit cards, and MercadoPago accounts, with the majority of accounts receivable collected upon processing of credit card transactions. Loans receivable are granted to several loyal merchants with the best reputation on the site. The Company maintains an allowance for doubtful accounts and credit cards receivables based upon its historical experience and current aging of customers. Historically, such charges have been within management expectations. However, unexpected or significant future changes in trends could result in a material impact to future statements of income or cash flows. Due to the relatively small dollar amount of individual accounts receivable, the Company generally does not require collateral on these balances. The allowance for doubtful accounts is recorded as a charge to sales and marketing expense . During the years ended December 31, 201 6 , 201 5 and 201 4 , no single customer accounted for more than 5% of net revenues. As of December 31, 201 6 and 201 5 , no single customer , except for high credit quality credit card processing companies, accounted for more than 5% of accounts receivables. |
Allowances for Doubtful Accounts | Allowances for doubtful accounts The Company maintains allowances for doubtful accounts, for management’s estimate of probable losses that may result if customers do not make the required payments. Allowances are based upon several factors including, but not limited to, historical experience and the current aging of customers. The Company writes-off accounts receivable when the customer balance becomes 180 days past due. |
Provision for Chargebacks | Provision for chargebacks The Company is exposed to losses due to credit card fraud and other payment misuse. Provisions for these items represent our estimate of actual losses based on our historical experience, as well as economic conditions. |
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. |
Property and Equipment, Net | Property and equipment, net Property and equipment are recorded at their acquisition cost and depreciated over their estimated useful lives using the straight-line method. Repair and maintenance costs are expensed as incurred. Costs related to the planning and post implementation phases of website development are recorded as an operating expense. Direct costs incurred in the development phase of website are capitalized and amortized using the straight-line method over an estimated useful life of three years. During 2016 and 2 01 5 , the Company capitalized $20,738 thousands and $14,554 thousands, respectively. During 2015, the Company through its Venezuelan subsidiary acquired five offices in process of construction, in Caracas, Venezuela for a total purchase price of $23.4 million, for investment purposes and included in non-current other assets. 2. Summary of sig nificant accounting policies (c ontinued) Property and equipment, net (continued) D uring April 2016, the Company through its Venezuelan subsidiaray acquired commercial properties in process of construction for a total of 135.81 square meters, in Caracas, Venezuel a for a total purchase price of $3.7 million, for investment purposes and includ ed in non-current other assets. Furthermore, i n August 2016, the Company through its 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 $31.4 million, plus VAT. In connection with this acquisition, in February 2017, the Company obtained a preliminary approval that allows the Company to defer during a 2 -year period payments of sales tax up to the amounts disbursed for the building. These deferred payments will be extinguished (i.e. as tax reliefs) upon receiving definitive approval from the City of Buenos Aires government within that 2-year period. Those buildings, excluding lands, are depreciated from the date when they are ready to be used, using the straight-line depreciation method over a 50 -year depreciable life. |
Goodwill and Intangible Assets | Goodwill and intangible assets Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Intangible assets consist of customer lists, trademarks, licenses, software, non-solicitation and non-compete agreements acquired in business combinations and valued at fair value at the acquisition date. Intangible assets with definite useful life are amortized over the period of estimated benefit to be generated by those assets and using the straight-line method; their estimated useful lives ranges from three to ten years. Trademarks with indefinite useful life are not subject to amortization, but are subject to an annual impairment test, by comparing their carrying amount with their corresponding fair value. For any given intangible asset with indefinite useful life, if its fair value exceeds its carrying amount no impairment loss shall be recognized. |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company reviews long-lived assets for impairments whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparing the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If such asset is considered to be impaired on this basis, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of such asset. As explained in the section “Foreign Currency Translation” of the present Note to these consolidated financial statements, the Company has accessed to more unfavorable exchange markets in Venezuela as from December 2013. Considering the changes in facts and circumstances in the exchange markets in Venezuela and the lower U.S. dollar-equivalent cash flows expected from the Venezuelan business, and long-lived assets expected use, the Company compared the carrying amount of the long-lived assets with the expected undiscounted future net cash flows and concluded that certain office spaces held in Caracas, Venezuela, should be impaired. As a consequence, the Company estimated the fair value of the impaired long-lived assets and recorded impairment losses of $13.7 million, $16.2 million and $49.5 million on June 30, 2016, March 31, 2015 and June 30, 2014, respectively, by using the market approach and considering prices for similar assets. |
Impairment of Goodwill and Intangible Assets with Indefinite Useful Life | Impairment of goodwill and intangible assets with indefinite useful life Goodwill and intangible assets with indefinite useful life are reviewed at the end of the year for impairment or more frequently, if events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is tested for impairment at the reporting unit level (considering each segment of the Company as a reporting unit) by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of such reporting unit. As of December 31, 2016 and 2015, the Company elected to perform the quantitative impairment test for both goodwill and intangible assets with indefinite useful life. For the year ended December 31, 2016, the fair values of the reporting units were estimated using the income approach. Cash flow projections used were based on financial budgets approved by management. The growth rates applied do not exceed the long-term average growth rate for the business in which the reporting unit operates. The Company uses discount rates to each reporting unit in the range of 14.5% to 29.9% . The average discount rate used for 2016 was 16.9 % . That rate reflected the Company’s estimated weighted average cost 2. Summary of sig nificant accounting policies (c ontinued) Impairment of goodwill and intangible assets with indefinite useful life (continued) of capital. Key drivers in the analysis include Confirmed Registered Users (“CRUs”), Gross Merchandise Volume (“GMV”), Total Payment Volume (“TPV”), Average Selling Price (“ASP”), Successful Item sold (“SI”) and Take R ate defined as marketplace revenues as a percentage of gross merchandise volume. In addition, the analysis include a business to e-commerce rate, which represents growth of e-commerce as a percentage of Gross Domestic Product (“GDP”), internet penetration rates as well as trends in the Company’s market share. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and the second step is performed to measure the amount of impairment loss, if any. No impairment loss has been recognized in the years ended December 31, 2016, 2015 and 2014 and management’s assessment of the fair value of each reporting unit exceeds its carrying value. Intangible assets with indefinite useful life are considered impaired if the carrying amount of the intangible asset exceeds its fair value. No impairment loss has been recognized in the years ended December 31, 2016, 2015 and 2014. |
Revenue Recognition | Revenue recognition The Company generates revenues from different services provided. When more than one service is included in one single arrangement with the customer, the Company recognizes revenue according to multiple element arrangements accounting, distinguishing between each of the services provided and allocating revenues based on their respective selling prices. Revenues are recognized when evidence of an arrangement exists, the fee is fixed or determinable and collection is reasonably assured. Revenues from services are separately recognized according to the following criteria described for each type of services: · Revenues from intermediation services derive from listing and final value fees paid by sellers. R evenues related to final value fees are recognized at the time that the transaction is successfully concluded. · Listing and optional feature services, which fees relate to the right of a seller to have the item offered listed in a preferential way, as well as classified advertising services, are recorded as revenue ratably during the listing period. Those fees are charged at the time the listing is uploaded onto the Company’s platform and is not subject to successful sale of the items listed. · Revenues derived from the use of the Company’s on-line payments solution, for transactions off-platform are earned once the transaction is considered completed, when the payment is processed by the Company. The Company also earns revenues as a result of offering financing to our MercadoPago users, either directly or when the Company elects to sell the corresponding financial assets to financial institutions. Interest earned on loans granted to merchants are recognized based on effective interest rates. · Advertising revenues such as the sale of banners are recognized on accrual basis during the average advertising period , and remaining advertising services such as sponsorship of sites and improved search standing are recognized based on “per-click” (which are generated each time users on our websites click through our text-based advertisements to an advertiser’s designated website) values and as the “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our websites) are delivered. · Revenues from shipping services are generated when a buyer elects to receive the item through our shipping service and the service is rendered to the client. Revenues are disclosed net of third party provider’s cost . |
Share-based Payments | Share-based payments The liability related to the variable portion of the long term retention plan s is remeasured at fair value (See Note 16 “Long Term Retention Plan” for more details). In addition, the director compensation program includes an adjustable Board service award based on the average closing price of the Company’s common stock (see Note 11 “Compensation Plan for Outside Directors” for more details). |
Sales Tax | Sales tax The Company’s subsidiaries in Brazil, Argentina, Venezuela and Colombia are subject to certain sales taxes which are classified as cost of net revenues and totaled $75,618 thousands, $52,477 thousands and $39,377 thousands for the years ended December 31, 2016, 2015 and 2014, respectively. |
Advertising Costs | Advertising costs The Company expenses the costs of advertisements in the period during which the advertising space or airtime is used as sales and marketing expense. Internet advertising expenses are recognized based on the terms of the individual agreements, which is generally over the greater of the ratio of the number of clicks delivered over the total number of contracted clicks, on a pay-per-click basis, or on a straight-line basis over the term of the contract. Advertising costs totaled $55,310 thousands, $46,862 thousands and $42,052 thousands for the years ended December 31, 2016, 2015 and 2014, respectively. |
Comprehensive Income | Comprehensive income Comprehensive income is comprised of two components, net income and other comprehensive income. This last component is defined as all other changes in the equity of the Company that result from transactions other than with shareholders. Other comprehensive income includes the cumulative translation adjustment relating to the translation of the financial statements of the Company’s foreign subsidiaries (except Venezuela since January 1, 2010, see “Foreign currency translation”) and unrealized gains and losses on investments classified as available-for-sale. Total comprehensive income attributable to MercadoLibre, Inc. shareholders’ for the years ended December 31, 2016, 2015 and 2014 amounted to $115,832 thousands, $1,584 thousands and $25,367 thousands respectively. |
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 subsidiaries translate assets and liabilities from their local currencies into U.S. dollars by using year-end exchange rates while income and expense accounts are translated at the average monthly rates in effect during the year, unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of the transaction are used. The resulting translation adjustment is recorded as a component of other comprehensive loss. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. Net foreign currency transaction results are included in the consolidated statements of income under the caption “Foreign currency (losses) gain” and amounted to ($5,565) thousands, $11,125 thousands and ($2,352) thousands for the years ended December 31, 2016, 2015 and 2014, respectively. 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%. As of the date of these consolidated financial statements, the cumulative three -year inflation rate excess 100% . Thus the Company continues to treat the economy of Venezuela as highly-inflationary. Therefore, no translation effect was accounted for in other comprehensive income during the years ended December 31, 2016, 2015 and 2014 related to the Venezuelan operations. On 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 , with no significant foreign exchange losses recorded during the second, third and fo u rth quarter of 2015. As of December 31, 2015 the SIMADI exchange rate was 198.7 BsF per U.S. dollar. Considering this change in facts and circumstances and the lower U.S. dollar-equivalent cash flows then expected from the Venezuelan business, the Company has 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 recoverabl e. As a result, the Company recorded an impairment of long-lived assets of $16.2 million on March 31, 201 5. The carrying amount was adjusted 2. Summary of sig nificant accounting policies (c ontinued) Foreign currency translation (continued) to its estimated fair value of $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 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 2016. 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 estim ated fair value of $12.5 million as of June 30, 2016, by using the market approach, and considering prices for si milar assets. As of December 31 , 2016, th e SIMADI exchange rate was 673.8 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 its Venezuelan su bsidiaries, were used until 2011 for dividend distributions from its Venezuelan subsidiaries. The Company has not distributed dividends from the Ve nezuelan 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 $15,843 thousands and $24,634 thousands , as of December 31, 201 6 and 2015 and net revenues for the years ended December 31, 201 6 , 201 5 and 201 4 : December 31, 2016 2015 2014 (In thousands) Venezuelan operations Net Revenues $ 37,185 $ 40,475 $ 58,026 December 31, December 31, 2016 2015 (In thousands) Assets 66,165 65,407 Liabilities (22,950) (36,266) Net Assets $ 43,215 $ 29,141 2. Summary of sig nificant accounting policies (c ontinued) Foreign currency translation (continued) As of December 31, 201 6 , net assets (before intercompany eliminations) of the Venezuelan subsid iaries amounted to 10.1% of consolidated net assets, and cash and investments of the Venezuelan subsidiaries held in local cu rrency in Venezuela amounted to 2.1% 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 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 The former Argentine government had implemented certain measures that control and restrict the ability of companies and individuals to exchange Argentine Pesos for foreign currencies. Those measures include, among other things, the requirement to obtain the prior approval from the Argentine Tax Authority of the foreign currency transaction (for example and without limitation, for the payment of non-Argentine goods and services, payment of principal and interest on non-Argentine debt and also payment of dividends to parties outside of the country), and eventually restrict, the ability to exchange Argentine pesos for other currencies, such as U.S. dollars. During January 2014 the Argentine peso exchange rate against the U.S. do llar increased in 23% , from 6.52 Argentine Pesos per U.S. dollar as of December 31, 2013 to 8.0 Argentine Pesos per U.S. dollar. Due to the abovementioned increase in the Argentine peso exchange rate against the U.S. dollar, during the first quarter of 2014, the reported Other Comprehensive Loss increased in $14.6 million as a result of having a net asset position in Argentine Pesos; and the Company recognized a foreign exchange gain of $4.6 million. On December 17, 2015 the new Argentine government introduced significant changes into the foreign exchange regulatory framework that had been in place for the past four years under former president. These new measures include the removal of Argentina’s strict currency controls that restricted the ability of companies and individuals to exchange Argentine pesos for foreign currencies. During December 2015 the Argentine peso exchange rate increased by 37% against the U.S. dollar to 13.30 Argentine pesos per U.S. dollar as of December 31, 2015. Due to such increase in the Argentine peso exchange rate against the U.S. dollar, 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). With this new policy, prior approval of foreign exchange transactions by the Argentine Administration of Public Revenues or Central Bank is no longer required for the purchase of foreign currency. During 2016, there were no significant changes in the exchange rate. As of December 31, 2016 the Argentine Peso exchange rate against the U.S. dollar was 15.89 . Brazilian currency status During 2015, the Brazilian Reais exchange rate against the U. S. dollar increased 47% , from 2.66 Brazilian Reais per U.S. dollar as of December 31, 2014 to 3.90 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, we recognized a foreign exchange gain of $14.6 million during the year 2015. In addit ion, the reported Other Comprehensive Loss of our Brazilian segment increased by $9.0 million during the current year. During 2016, there were no significant changes in the exchange rate. As of December 31, 2016 the Brazilian Reais exchange rate against the U.S. dollar was 3.26 . |
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 carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized. The Company’s income tax expense consists of taxes currently payable, if any, plus the change during the period in the Company’s deferred tax assets and liabilities. 2. Summary of si gnificant accounting policies (c ontinued) Income and asset taxes (continued) 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 Resolutions 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 u nder the new law, it recorded an i ncome tax benefit of $22.6 million and $24.6 million during 2016 and 2015, respectively . Furthermore, the Company recorded a labor cost benefit of $5.5 million and $5.2 million during 2016 and 2015. Additionally, $2.0 million and $2.0 million were accrued to pay software development law audit fees during 2016 and 2015, respectively . Aggregate per share effect of the Argentine tax holiday amounted to $0.51 million and $0.56 for the year s ended December, 31 2016 and 2015, 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 reduces 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 December 31, 201 6 and 201 5 , the Company had included under non-current deferred tax assets caption the foreign tax credits related to the dividend distributions received from its subsidiaries for a total amou nt of $13,515 thousands and $10,102 thousands, respectively. Those foreign tax credits will be used to offset the future domestic income tax payable. |
Uncertainty in Income Taxes | Uncertainty in income taxes The Company recognizes, if any, uncertainty in income taxes by applying the accounting prescribed by U.S. GAAP, for which a more likely than not recognition threshold and measurement attribute for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return should be considered. It also provides guidance on de-recognition, classification of a liability for unrecognized tax benefits, accounting for interest and penalties, accounting in interim periods, and expanded income tax disclosures. The Company classifies interest and penalties, if any, within income and asset taxes expense, in the statement of income. The Company is subject to taxation in the U.S. and various foreign jurisdictions. The material jurisdictions that are subject to examination by tax auth orities for tax years after 2008 primarily include the U.S., Argentina, Brazil and Mexico . |
Convertible Senior Notes | Convertible Senior Notes On June 30, 2014, the Company issued $330 million of 2.25% convertible senior notes due 2019 (the “Notes”). In connection with the issuance of the Notes, the Company paid $19,668 thousands to enter into capped call transactions with respect to its common shares (the “Capped Call Transactions”), with certain financial institutions. For more detailed information in relation to the Notes and the Capped Call transactions, see Note 17 to these consolidated financial statements. The convertible debt instrument was separated into debt and equity components at issuance and a fair value was assigned. The value assigned to the debt component was the estimated fair value, as of the issuance date, of a similar debt without the conversion feature. As of the issuance date, the Company determined the fair value of the liability component of the Notes based on market data that was available for senior, unsecured nonconvertible corporate bonds issued by comparable companies. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including market interest rates, credit standing, and yield curves, all of which are defined as level 2 observable inputs. The difference between the cash proceeds and this estimated fair value, represents the value assigned to the equity component and was recorded as a debt discount. The debt discount is amortized using the effective interest method from the origination date through its stated contractual maturity date. The initial debt component of the Notes was valued at $283,015 thousands, based on the contractual cash flows discounted at an appropriate market rate for a non-convertible debt at the date of issuance, which was determined to be 5.55% . The carrying value of the permanent equity component reported in additional paid-in-capital was initially valued at $46,985 thousands. The effective interest rate after allocation of transaction costs to the liability component is 6.1% and is used to amortize the debt discount and transaction costs. Additionally, the Company recorded a deferred tax liability related to the additional paid in capital component of the convertible notes amounting to $16,445 thousands. The cost of the capped call transactions, which net of deferred income tax effect amounts to $12,784 thousands, is included as a net reduction to additional paid-in capital in the stockholders’ equity section of these consolidated balance sheets. |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements In 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to revenue recognition. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In 2016, the FASB issued several amendments to the standard, including principal versus agent considerations when another party is involved in providing goods or services to a customer and the application of identifying performance obligations. As the Company evaluates the impact of this ASU, the more significant changes that the Company identified in the new standard as compared with the prior standard relates to the timing and the amount of revenue to be recognized. The Company continues assessing all potential impacts that this standard, and related amendments and interpretive guidance, will have on the consolidated financial statements. The standard is required to be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected the transition method. The Company will adopt the new revenue standard in its first quarter of 2018. On July 22, 2015 the FASB issued the ASU 2015-11. The amendments in this update apply to inventory measured using first-in, first-out (“FIFO”), or average cost. An Entity should measure inventory within the scope of this ASU at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably practicable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. On August 16, 2015 the FASB issued the ASU 2015-15. To clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. The guidance in Update 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within Update 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. On January 5, 2016 the FASB issued the ASU 2016-01. The amendments in this Update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other 2. Summary of significant accounting policies ( c ontinued) Recently issued accounting pronouncements (c ontinued) comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition the amendments in this Update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. On February 25, 2016 the FASB issued the ASU 2016-02. The amendments in this Update create Topic 842, Leases, which supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. It represents an improvement over previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous GAAP. Based on existing leases currently classified as operating leases, the Company expects to recognize on the statements of financial position right-of-use assets and lease liabilities. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is assessing the effects that the adoption of this accounting pronouncement may have on the Company’s financial statements. 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 adoption of this standard is not expected to have a material impact in 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, 2016. The adoption of this standard is not expected to have a material impact in the Company’s financial statements. On March 17, 2016 the FASB issued the ASU 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 its 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 adoption of this standard is not expected to have a material impact in the Company’s financial statements. 2. Summary of significant accounting policies ( c ontinued) Recently issued accounting pronouncements (c ontinued) On April 14, 2016 the FASB issued the ASU 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, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its 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 adoption of this standard is not expected to have a material impact in 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, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its 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 its 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 eight specific cash flow issues: debt 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, 2017. The adoption of this standard is not expected to have a material impact in the Company’s financial statements. On October 24, 2016 the FASB issued the “ASU 2016-16—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, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements. On November 17, 2016 the FASB issued the “ASU 2016-18—Statement of cash flows (Topic 230): Resctricted cash”. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017. The adoption of this standard is not expected to have a material impact in the Company’s financial statements. On January 5, 2017 the FASB issued the “ASU 2017-01—Business combinations (Topic 805): Clarifying the definition of a business”. The amendments in this Update clarify the definition of a business with the objective of adding guidance to the evaluation whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this Update provide a screen to determine when a set of assets and activities is not a business, which requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, it requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together 2. Summary of significant accounting policies (continued) Recently issued accounting pronouncements (continued) significantly contribute to the ability to create output, and removes the evaluation of whether a market participant could replace the missing elements. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements. On January 26, 2017 the FASB issued the “ASU 2017-04—Intangibles—Goodwill and other (Topic 350): Simplifying the test for goodwill impairment ”. The amendments in this Update simplifies the measurement of goodwill by removing the second step of the goodwill impairment test. Instead, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The new standard is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The adoption of this standard is not expected to have a material impact in the Company’s financial statement s. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Assets, Liabilities and Net Assets of Company's Venezuelan Subsidiaries | December 31, 2016 2015 2014 (In thousands) Venezuelan operations Net Revenues $ 37,185 $ 40,475 $ 58,026 December 31, December 31, 2016 2015 (In thousands) Assets 66,165 65,407 Liabilities (22,950) (36,266) Net Assets $ 43,215 $ 29,141 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net Income Per Share [Abstract] | |
Allocation of Net Income Available to Common Shareholders using Two-Class Method | Year Ended December 31, 2016 2015 2014 (In thousands) Basic Diluted Basic Diluted Basic Diluted Net income $ 136,366 $ 136,366 $ 105,789 $ 105,789 $ 72,653 $ 72,653 Net income attributable to noncontrolling interests - - - - (72) (72) Change in redeemable amount of noncontrolling interest - - - - (435) (435) Net income attributable to MercadoLibre, Inc. Shareholders corresponding to common stock $ 136,366 $ 136,366 $ 105,789 $ 105,789 $ 72,146 $ 72,146 |
Net Income (Loss) Per Share of Common Stock | Year Ended December 31, 2016 2015 2014 (In thousands, except per share data) Basic Diluted Basic Diluted Basic Diluted Net income attributable to MercadoLibre, Inc. Shareholders per common share $ 3.09 $ 3.09 $ 2.40 $ 2.40 $ 1.63 $ 1.63 Numerator: Net income attributable to MercadoLibre, Inc. Shareholders $ 136,366 $ 136,366 $ 105,789 $ 105,789 $ 72,146 $ 72,146 Denominator: Weighted average of common stock outstanding for Basic earnings per share 44,157,251 44,157,251 44,155,680 44,155,680 44,153,884 44,153,884 Adjusted weighted average of common stock outstanding for Diluted earnings per share 44,157,251 44,157,251 44,155,680 44,155,680 44,153,884 44,153,884 |
Short-term and Long-term Inve33
Short-term and Long-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Short-term and Long-term Investments [Abstract] | |
Composition of Short-Term and Long -Term Investments | December 31, December 31, 2016 2015 (In thousands) Short-term investments Time Deposits $ 113,414 $ 76,658 Sovereign Debt Securities 2,166 13,962 Corporate Debt Securities 102,367 102,977 Certificates of deposits 35,374 8,515 Total $ 253,321 $ 202,112 Long-term investments Sovereign Debt Securities $ 48,537 $ 55,340 Corporate Debt Securities 105,266 129,280 Certificates of deposits — 3,001 Total $ 153,803 $ 187,621 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Components [Abstract] | |
Summary of Balance Sheet Components | December 31, December 31, 2016 2015 (In thousands) Accounts receivable, net: Users $ 25,535 $ 24,745 Other means of payments — 2,739 Advertising 5,047 3,394 Others debtors 5,289 8,836 35,871 39,714 Allowance for doubtful accounts (10,436) (11,286) $ 25,435 $ 28,428 December 31, December 31, 2016 2015 (In thousands) Credit card receivables Credit cards and other means of payments $ 310,415 $ 133,180 Allowance for chargebacks (2,511) (1,234) $ 307,904 $ 131,946 December 31, December 31, 2016 2015 (In thousands) Current other assets: VAT credits $ 4,660 $ 1,011 Other taxes 15,493 5,189 Other 6,062 3,377 $ 26,215 $ 9,577 December 31, December 31, 2016 2015 (In thousands) Non current other assets: Advances for fixed assets $ 24,134 $ 23,380 Legal deposits 66 55 Judicial deposits 27,981 16,378 Other 4,638 4,142 $ 56,819 $ 43,955 5. Balance sheet components (continued) Estimated useful life December 31, December 31, (years) 2016 2015 (In thousands) Property and equipment, net: Equipment 3 - 5 $ 56,571 $ 48,380 Land & Building 50 (1) (2) 49,665 28,479 Furniture and fixtures 3 - 5 22,690 13,506 Software 3 71,602 43,989 Cars 3 323 93 200,851 134,447 Accumulated depreciation (76,590) (52,814) $ 124,261 $ 81,633 (1) Estimated useful life attributable to “Buildings” . (2) After impairment test. See Note 2, “Impairment of Long-lived Assets” . Year Ended December 31, 2016 2015 2014 (In thousands) Depreciation and amortization: Cost of net revenues $ 1,965 $ 830 $ 801 Product and technology development 20,581 16,260 12,074 Sales and marketing 1,599 548 181 General and administrative 4,877 5,571 3,891 $ 29,022 $ 23,209 $ 16,947 December 31, December 31, 2016 2015 (In thousands) Accounts payable and accrued expenses: Accounts payable $ 95,145 $ 54,649 Accrued expenses Advertising 4,227 3,005 Professional fees 1,615 1,327 Other expense provisions 4,098 3,054 Other current liabilities 21 3 $ 105,106 $ 62,038 December 31, December 31, 2016 215 (In thousands) Current loans payable and other financial liabilities: Unsecured lines of credit $ 11,583 $ 1,965 $ 11,583 $ 1,965 5. Balance sheet components (continued) December 31, December 31, 2016 2015 (In thousands) Non current loans payable and other financial liabilities: Convertible notes $ 300,935 $ 290,477 Unsecured lines of credit 1,005 3,865 $ 301,940 $ 294,342 December 31, December 31, 2016 2015 (In thousands) Current other liabilities: Contingent considerations and escrows from acquisitions $ 6,014 $ 7,004 Other 345 663 $ 6,359 $ 7,667 December 31, December 31, 2016 2015 (In thousands) Non current other liabilities: Provisions and contingencies $ 5,587 $ 4,386 Contingent considerations and escrows from acquisitions 2,558 5,413 Other 1,663 61 $ 9,808 $ 9,860 December 31, December 31, December 31, 2016 2015 2014 (In thousands) Accumulated other comprehensive loss: Foreign currency translation $ (259,226) $ (238,607) $ (134,695) Unrealized gains on investments (909) (1,023) (578) Estimated tax loss on unrealized gains on investments 322 351 199 $ (259,813) $ (239,279) $ (135,074) |
Summary of Changes in Accumulated Balances of Other Comprehensive Loss | Unrealized Foreign Estimated tax Gains on Currency (expense) Investments Translation benefit Total 2016 Total 2015 (In thousands) Balances as of December 31, 2015 $ (1,023) $ (238,607) $ 351 $ (239,279) $ (135,074) Other comprehensive income before reclassifications adjustments for (losses) gains on available for sale investments (909) (20,619) 322 (21,206) (104,584) Amount of gain (loss) reclassified from accumulated other comprehensive income 1,023 — (351) 672 379 Net current period other comprehensive (loss) income 114 (20,619) (29) (20,534) (104,205) Ending balance $ (909) $ (259,226) $ 322 $ (259,813) $ (239,279) |
Reclassifications Out of Accumulated Other Comprehensive Loss | Amount of Gain (Loss) Reclassified from Details about Accumulated Accumulated Other Other Comprehensive Income Comprehensive Affected Line Item Components Income 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 tax gain Total reclassifications for the year $ (672) Total, net of income taxes |
Business Combinations, Goodwi35
Business Combinations, Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Composition of Goodwill and Intangible Assets | December 31, December 31, 2016 2015 (In thousands) Goodwill $ 91,797 $ 86,545 Intangible assets with indefinite lives - Trademarks 12,490 13,074 Amortizable intangible assets - Licenses and others 8,738 8,691 - Non-compete agreement 1,787 1,615 - Customer list 14,580 12,971 - Trademarks 993 — Total intangible assets $ 38,588 $ 36,351 Accumulated amortization (12,311) (7,360) Total intangible assets, net $ 26,277 $ 28,991 |
Table Showing Changes in Carrying Amount of Goodwill | Year ended December 31, 2016 Brazil Argentina Chile Mexico Venezuela Colombia Other Countries Total (In thousands) Balance, beginning of the year $ 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 3,499 (1,543) 950 (4,682) — 149 5 (1,622) Balance, end of the year $ 27,660 $ 6,587 $ 17,388 $ 29,342 $ 5,989 $ 3,643 $ 1,188 $ 91,797 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 12/31/2017 $ 3,566 For year ended 12/31/2018 3,041 For year ended 12/31/2019 2,387 For year ended 12/31/2020 1,692 Thereafter 3,101 $ 13,787 |
Metros Cubicos, S.A. de C.V. [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Price Allocation for Acquisition | Metros Cúbicos S.A. de C.V. In thousands of U.S. dollars Cash and cash equivalents $ 593 Other net tangible assets 241 Trademark 4,568 Customer lists 3,924 Non-solicitation and Non-compete agreements 229 Deferred tax assets and liabilities (2,616) Goodwill 22,978 Purchase Price $ 29,917 |
KPL Soluções Ltda. [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Price Allocation for Acquisition | KPL Soluções Ltda. In thousands of U.S. dollars Cash and cash equivalents $ 159 Other net tangible assets 27 Customer lists 3,137 Software 4,791 Non-solicitation and Non-compete agreements 505 Goodwill 14,066 Purchase Price $ 22,685 |
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 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segments [Abstract] | |
Financial Performance of Company's Reporting Segments | Year Ended December 31, 2016 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 455,024 $ 262,252 $ 46,332 $ 37,185 $ 43,603 $ 844,396 Direct costs (270,922) (152,103) (40,951) (17,732) (31,549) (513,257) Impairment of Long-lived Assets - - - (13,717) - (13,717) Direct contribution 184,102 110,149 5,381 5,736 12,054 317,422 Operating expenses and indirect costs of net revenues (136,366) Income from operations 181,056 Other income (expenses): Interest income and other financial gains 35,442 Interest expense and other financial losses (25,605) Foreign currency losses (5,565) Net income before income tax expense $ 185,328 Year Ended December 31, 2015 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 290,602 $ 245,011 $ 40,338 $ 40,475 $ 35,364 $ 651,790 Direct costs (180,394) (134,750) (31,282) (15,287) (24,605) (386,318) Impairment of Long-lived Assets - - - (16,226) - (16,226) Direct contribution 110,208 110,261 9,056 8,962 10,759 249,246 Operating expenses and indirect costs of net revenues (110,050) Income from operations 139,196 Other income (expenses): Interest income and other financial gains 20,561 Interest expense and other financial losses (20,391) Foreign currency gains 11,125 N et income before income tax expense $ 150,491 7. Segments (continued) Year Ended December 31, 2014 Brazil Argentina Mexico Venezuela Other Countries Total (In thousands) Net revenues $ 273,638 $ 150,668 $ 37,669 $ 58,026 $ 36,535 $ 556,536 Direct costs (158,412) (81,273) (24,068) (16,584) (20,163) (300,500) Impairment of Long-lived Assets - - - (49,496) - (49,496) Direct contribution 115,226 69,395 13,601 (8,054) 16,372 206,540 Operating expenses and indirect costs of net revenues (86,069) Income from operations 120,471 Other income (expenses): Interest income and other financial gains 15,336 Interest expense and other financial losses (11,659) Foreign currency losses (2,352) Net income before income tax expense $ 121,796 |
Allocation of Long-Lived Tangible Assets Based on Geography | December 31, December 31, 2016 2015 (In thousands) US property and equipment, net $ 9,771 $ 12,756 Other countries Argentina 25,071 22,379 Brazil 55,706 17,150 Mexico 2,307 2,475 Venezuela 21,615 21,556 Other countries 9,791 5,317 $ 114,490 $ 68,877 Total property and equipment, net $ 124,261 $ 81,633 |
Allocation of Goodwill and Intangible Assets Based on Geography | December 31, December 31, 2016 2015 (In thousands) US intangible assets $ 250 $ 235 Other countries goodwill and intangible assets Argentina 7,717 8,763 Brazil 31,170 21,338 Mexico 38,860 46,186 Venezuela 7,366 7,217 Other countries 32,711 31,797 $ 117,824 $ 115,301 Total goodwill and intangible assets $ 118,074 $ 115,536 |
Consolidated Net Revenues by Similar Products and Services | Consolidated Net Revenues 2016 2015 2014 (In thousands) Marketplace $ 491,628 $ 393,014 $ 376,156 Non-marketplace (*) $ 352,76 8 $ 258,776 $ 180,380 Total $ 844,396 $ 651,790 $ 556,536 (*) Includes, among other things, Ad Sales, Real Estate, Motors, Financing Fees, Off-platform Payment Fees , Shipping and other ancillary services. |
Fair Value Measurement of Ass37
Fair Value Measurement of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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 $ 111,198 $ 111,198 $ — $ — $ 46,423 $ 46,423 $ — $ — Corporate Debt Securities — — — — 15,785 — 15,785 — Investments: Sovereign Debt Securities 50,703 50,703 — — 69,302 64,264 5,038 — Corporate Debt Securities 207,633 61,986 145,647 — 232,257 51,974 180,283 — Certificates of deposit 35,374 — 35,374 — 11,516 — 11,516 — Total Financial Assets $ 404,908 $ 223,887 $ 181,021 $ — $ 375,283 $ 162,661 $ 212,622 $ — Liabilities: Contingent considerations $4,213 $ — $ — $ 4,213 $ 9,007 $ — $ — $ 9,007 Long-term retention plan 27,135 — 27,135 — 17,159 — 17,159 — Total Financial Liabilities $ 31,348 $ — $ 27,135 $ 4,213 $ 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 December 31, observable inputs December 31, observable inputs 2016 (Level 2) 2015 (Level 2) (In thousands) Assets Time Deposits $ 113,414 $ 113,414 $ 76,658 $ 76,658 Accounts receivable, net 25,435 25,435 28,428 28,428 Credit Cards receivable, net 307,904 307,904 131,946 131,946 Loans receivable, net 6,283 6,283 — — Other assets 58,900 58,900 53,532 53,532 Total Assets $ 511,936 $ 511,936 $ 290,564 $ 290,564 Liabilities Accounts payable and accrued expenses $ 105,106 $ 105,106 $ 62,038 $ 62,038 Funds payable to customers 370,693 370,693 203,247 203,247 Salaries and social security payable 37,936 37,936 26,181 26,181 Taxes payable 27,338 27,338 10,092 10,092 Dividends payable 6,624 6,624 4,548 4,548 Loans payable and other financial liabilities (*) 313,523 313,523 296,307 296,307 Other liabilities 11,954 11,954 8,520 8,520 Total Liabilities $ 873,174 $ 873,174 $ 610,933 $ 610,933 |
Fair Value of Money Market Funds, Short and Long-Term Investments Classified as Available for Sale Securities | December 31, 2016 Cost Gross Unrealized Gains (1) Gross Unrealized Losses (1) Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 111,198 $ — $ — $ 111,198 Total Cash and cash equivalents 111,198 — — 111,198 Short-term investments Sovereign Debt Securities 2,166 — — 2,166 Corporate Debt Securities 102,509 26 (168) 102,367 Certificates of deposit 35,336 40 (2) 35,374 Total Short-term investments 140,011 66 (170) 139,907 Long-term investments Sovereign Debt Securities 48,943 — (406) 48,537 Corporate Debt Securities 105,632 90 (456) 105,266 Total Long-term investments 154,575 90 (862) 153,803 Total $ 405,784 $ 156 $ (1,032) $ 40 4,908 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 |
Estimated Fair Values of Money Market Funds, Short-Term and Long-Term Investments | One year or less 251,105 One year to two years 68,198 Two years to three years 59,628 Three years to four years 15,715 Four years to five years 10,262 Total $ 404,908 |
Compensation Plan for Outside38
Compensation Plan for Outside Directors (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Summary of Total Accrued Compensation Cost Related to Outside Directors | Year ended December 31, 2016 2015 2014 (In thousands) Chairman Fee $ 64 $ 61 $ 61 Adjustable Award 783 718 545 Non-adjustable Award 444 398 359 $ 1,291 $ 1,177 $ 965 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Components of Pretax Income | Year Ended December 31, 2016 2015 2014 (In thousands) United States $ (12,321) $ (17,049) $ (10,848) Brazil 106,123 70,261 91,136 Argentina 115,032 116,652 53,065 Venezuela (15,202) (25,764) (31,360) Mexico (15,747) (4,743) 6,094 Other Countries 7,443 11,134 13,709 $ 185,328 $ 150,491 $ 121,796 |
Summary of Income / Asset Tax Expense | Year Ended December 31, 2016 2015 2014 (In thousands) Income Tax: Current: U.S. $ 47 $ 55 $ 2 Non-U.S. 55,103 45,892 66,786 55,150 45,947 66,788 Deferred: U.S. 1,337 1 465 Non-U.S. (7,525) (1,246) (18,110) (6,188) (1,245) (17,645) Income tax expense 48,962 44,702 49,143 |
Reconciliation of Difference Between Actual Provision for Income Taxes and Provision Computed by Applying Income Tax Rate | Year Ended December 31, 2016 2015 2014 (In thousands) Net income before income tax $ 185,328 $ 150,491 $ 121,796 Weighted average income tax rate 34% 33% 33% Income tax expense at weighted average income tax rate $ 63,148 $ 50,022 $ 40,783 Permanent differences: Federal and assets taxes 31 33 4 Transfer pricing adjustments 1,328 882 616 Non-deductible tax 545 441 258 Non-deductible expenses 599 1,911 2,311 Dividend distributions 5,860 5,861 4,221 Impairment of Venezuela property and equipment 3,216 5,226 14,734 Non-taxable income (*) (25,923) (27,385) (9,565) Currency translation (8,245) 6,443 (5,218) Change in valuation allowance 8,535 1,167 1,094 Business Combination — — (40) True up (132) 101 (55) Income tax expense $ 48,962 $ 44,702 $ 49,143 (*) Includes Argentine Tax holiday described in Note 2 “Income and asset tax” |
Composition of Deferred Tax Assets and Liabilities | December 31, December 31, 2016 2015 (In thousands) Deferred tax assets Allowance for doubtful accounts $ 8,171 $ 7,791 Unrealized net gains on investments — 212 Property and equipment, net 3,159 1,682 Accounts payable and accrued expenses 888 1,023 Payroll and social security payable 9,568 5,150 Taxes payable 820 867 Provisions 4,093 3,096 Foreign tax credit 13,515 10,102 Tax loss carryforwards 13,774 3,744 Total deferred tax assets 53,988 33,667 Valuation allowance (8,971) (3,979) Total deferred tax assets, net 45,017 29,688 Deferred tax liabilities Property and equipment, net (9,611) (3,926) Customer lists (2,127) (2,602) Non compete agreement (78) (165) Outside basis dividends (13,515) (10,102) Trademarks (2,241) (2,538) Goodwill (1,514) (203) Convertible notes and Capped Call (4,961) (6,723) Foreign exchange effect (12) (790) Total deferred tax liabilities (34,059) (27,049) |
Tax Loss Carryforwards | 2019 $ 13,205 2020 511 2021 936 2022 431 2023 12 2024 13 Thereafter 21,134 Without due dates 7,430 Total $ 43,672 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Minimum Remaining Annual Commitments under Non-Cancelable Operating Leases | For the year ended December 31, 2017 $5,474 For the year ended December 31, 2018 6,378 For the year ended December 31, 2019 7,187 For the year ended December 31, 2020 6,493 For the year ended December 31, 2021 6,034 Thereafter 13,634 $ 45,200 |
Long Term Retention Plan (Table
Long Term Retention Plan (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long Term Retention Plan [Abstract] | |
Outstanding Long Term Retention Plans | December 31, 2016 December 31, 2015 December 31, 2014 Weighted-average Weighted-average Weighted-average Aggregate remaining Aggregate remaining Aggregate remaining Intrinsic contractual Intrinsic contractual Intrinsic contractual value life (years) value life (years) value life (years) (In thousands) Outstanding LTRP 2009 1,312 0.25 1,862 0.75 3,229 1.25 Outstanding LTRP 2010 2,062 0.75 2,151 1.25 2,308 1.75 Outstanding LTRP 2011 2,713 1.25 2,505 1.75 3,625 2.25 Outstanding LTRP 2012 3,569 1.75 3,094 2.25 4,354 2.74 Outstanding LTRP 2013 6,796 1.25 6,255 1.75 9,006 2.25 Outstanding LTRP 2014 6,357 1.75 5,582 2.25 7,526 2.74 Outstanding LTRP 2015 8,361 2.25 6,982 2.75 - - Outstanding LTRP 2016 11,977 2.75 - - - - |
Long Term Retention Plans Accrued Compensation Expense | Year ended December 31, 2016 2015 2014 (In thousands) LTRP 2009 692 16 665 LTRP 2010 1,122 339 930 LTRP 2011 1,420 465 1,108 LTRP 2012 1,749 641 1,385 LTRP 2013 3,897 2,205 3,935 LTRP 2014 3,653 2,763 3,829 LTRP 2015 4,641 3,784 - LTRP 2016 5,809 - - $ 22,983 $ 10,213 $ 11,852 |
2.25% Convertible Senior Note42
2.25% Convertible Senior Notes Due 2019 (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
2.25% Convertible Senior Notes Due 2019 [Abstract] | |
Carrying Amounts of Liability and Equity Components | December 31, 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) (25,097) (34,214) Unamortized transaction costs related to the debt component (3,968) (5,309) Contractual coupon interest accrual 7,425 7,425 Contractual coupon interest payment (7,425) (7,425) Net carrying amount $ 300,935 $ 290,477 (1) Net of $1,177 thousands of transaction costs related to the equity component of the Notes. (2) As of December 31, 2016, the remaining period over which the unamortized debt discount will be amortized is 2.5 years. |
Summary of Interest Expense for Contractual Interest and Accretion of Debt Discount | Year ended December 31, 2016 2015 2014 (In thousands) Contractual coupon interest expense $ 7,425 $ 7,425 $ 3,733 Amortization of debt discount 9,117 8,630 4,141 Amortization of debt issuance costs 1,341 1,217 569 Total interest expense related to Notes $ 17,883 $ 17,272 $ 8,443 |
Valuation and Qualifying Acco43
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Summary of Valuation and Qualifying Accounts | Charges Utilized / Balance at beginning of Charged / credited to Net income / Currency translation adjustments / Balance at end of year (loss) Write-offs year (In thousands) Allowance for doubtful accounts Year ended December 31, 2014 18,995 20,864 (23,694) 16,165 Year ended December 31, 2015 16,165 15,194 (20,073) 11,286 Year ended December 31, 2016 11,286 12,952 (13,802) 10,436 Credit cards receivable allowance for chargebacks Year ended December 31, 2014 1,009 669 (1,149) 529 Year ended December 31, 2015 529 1,719 (1,014) 1,234 Year ended December 31, 2016 1,234 1,294 (17) 2,511 Tax valuation allowance Year ended December 31, 2014 3,089 1,608 (166) 4,531 Year ended December 31, 2015 4,531 16 (568) 3,979 Year ended December 31, 2016 3,979 8,535 (3,543) 8,971 Contingencies Year ended December 31, 2014 3,330 3,651 (3,972) 3,009 Year ended December 31, 2015 3,009 5,100 (3,723) 4,386 Year ended December 31, 2016 4,386 4,752 (3,551) 5,587 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Schedule of Consolidated Quarterly Financial Information | Quarter Ended March 31, June 30, September 30, December 31, (In thousands, except for share data) 2016 Net Revenues $ 157,630 $ 199,644 $ 230,847 $ 256,275 Gross profit 102,182 126,298 145,648 162,730 Net Income 30,247 15,858 38,912 51,349 Net Income per share-basic 0.68 0.36 0.88 1.16 Net Income per share-diluted 0.68 0.36 0.88 1.16 Weighted average shares Basic 44,156,961 44,157,341 44,157,341 44,157,355 Diluted 44,156,961 44,157,341 44,157,341 44,157,355 2015 Net Revenues $ 148,103 $ 154,314 $ 168,641 $ 180,732 Gross profit 103,395 104,003 111,828 117,570 Net Income 1,721 19,463 45,640 38,965 Net Income per share-basic 0.04 0.44 1.03 0.88 Net Income per share-diluted 0.04 0.44 1.03 0.88 Weighted average shares Basic 44,154,796 44,155,271 44,155,830 44,156,800 Diluted 44,154,796 44,155,271 44,155,830 44,156,800 2014 Net Revenues $ 115,382 $ 131,849 $ 147,935 $ 161,370 Gross profit 83,843 95,478 104,533 113,704 Net Income (loss) 30,328 (25,588) 33,752 34,161 Net Income (loss) per share-basic 0.69 (0.58) 0.76 0.76 Net Income (loss) per share-diluted 0.69 (0.58) 0.76 0.76 Weighted average shares Basic 44,153,818 44,153,892 44,153,892 44,154,412 Diluted 44,153,818 44,182,668 44,153,892 44,154,412 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 31, 2016USD ($)m²item | Jun. 30, 2016USD ($)VEF / $ | Apr. 30, 2016USD ($)m² | Dec. 31, 2015USD ($)BRL / $ARS / $ | Mar. 31, 2015USD ($) | Jan. 31, 2014ARS / $ | Jun. 30, 2016USD ($)VEF / $ | Dec. 31, 2015USD ($)BRL / $ARS / $ | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2016USD ($)customer$ / sharesVEF / $BRL / $ARS / $ | Dec. 31, 2015USD ($)propertycustomer$ / sharesBRL / $ARS / $ | Dec. 31, 2014USD ($)customer | Mar. 31, 2016VEF / $ | Feb. 10, 2015VEF / $ | Dec. 31, 2013ARS / $ | |
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Percentage of revenues and operating costs generated in foreign operations | 99.90% | 99.80% | 99.70% | |||||||||||||||
Long-lived assets, intangible assets and goodwill located in the foreign operations | $ 184,178,000 | $ 184,178,000 | $ 232,314,000 | $ 184,178,000 | ||||||||||||||
Foreign currency (losses) gain | (5,565,000) | 11,125,000 | $ (2,352,000) | |||||||||||||||
Cash, cash equivalents, and short and long-term, mainly located in the United States of America and Brazil | 556,614,000 | 556,614,000 | 641,264,000 | 556,614,000 | ||||||||||||||
Recognized other-than-temporary impairment on investments | 0 | 0 | 0 | |||||||||||||||
Receivables past due | 0 | 0 | 0 | 0 | ||||||||||||||
Credit to merchants | 10,311,000 | |||||||||||||||||
Loans outstanding | 6,283,000 | |||||||||||||||||
Loans allowance for uncollectible accounts | $ 110,000 | |||||||||||||||||
Maximum months of sales merchants can borrow certain percentage of their annual sales volume | 2 months | |||||||||||||||||
Pre-tax gain reognized on sale of credit card coupons | $ 119,779,000 | 96,345,000 | 71,409,000 | |||||||||||||||
Amortized period, years | 3 years | |||||||||||||||||
Company capitalization | 14,554,000 | 14,554,000 | $ 20,738,000 | 14,554,000 | ||||||||||||||
Estimated useful life (years) | 50 years | |||||||||||||||||
Intangible assets, estimated useful life | 3 years | |||||||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | 0 | 0 | |||||||||||||||
Goodwill, impairment loss | 0 | 0 | 0 | |||||||||||||||
Cost of revenue sales tax | $ 75,618,000 | 52,477,000 | 39,377,000 | |||||||||||||||
Sales tax payment deferral period | 2 years | |||||||||||||||||
Advertising cost | $ 55,310,000 | 46,862,000 | 42,052,000 | |||||||||||||||
Comprehensive income | 115,832,000 | 1,584,000 | 25,367,000 | |||||||||||||||
Impairment of Long lived assets | 13,717,000 | 16,226,000 | 49,496,000 | |||||||||||||||
Long-Lived Assets | 81,633,000 | 81,633,000 | 124,261,000 | 81,633,000 | ||||||||||||||
Liabilities | 664,148,000 | 664,148,000 | $ 938,581,000 | 664,148,000 | ||||||||||||||
Percentage on relief of total income tax | 60.00% | |||||||||||||||||
Percentage on relief of payroll tax | 70.00% | |||||||||||||||||
Income tax expense (benefit) | $ 48,962,000 | 44,702,000 | 49,143,000 | |||||||||||||||
Foreign tax credit | 10,102,000 | 10,102,000 | 13,515,000 | 10,102,000 | ||||||||||||||
Payment for capped call transactions | 19,668,000 | |||||||||||||||||
Net of deferred income tax effect amounts | (6,188,000) | $ (1,245,000) | $ (17,645,000) | |||||||||||||||
Financing Receivables, Past Due Over 30 Days [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Receivables past due | $ 61,000 | |||||||||||||||||
Loans past due | 1.00% | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Merchant credit, repayment period | 12 months | |||||||||||||||||
Amortized period, years | 10 years | |||||||||||||||||
Intangible assets, estimated useful life | 10 years | |||||||||||||||||
Fair value, discount rate | 29.90% | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Merchant credit, repayment period | 3 months | |||||||||||||||||
Amortized period, years | 3 years | |||||||||||||||||
Intangible assets, estimated useful life | 3 years | |||||||||||||||||
Fair value, discount rate | 14.50% | |||||||||||||||||
Weighted Average [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Fair value, discount rate | 16.90% | |||||||||||||||||
Sales Revenue, Net [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Number of customers across risk threshold | customer | 0 | 0 | 0 | |||||||||||||||
Benchmark for signficant customers | 5.00% | 5.00% | 5.00% | |||||||||||||||
Accounts Receivable, Net [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Number of customers across risk threshold | customer | 0 | 0 | ||||||||||||||||
Benchmark for signficant customers | 5.00% | 5.00% | ||||||||||||||||
New Software Development Law [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Income tax gain | $ 22,600,000 | $ 24,600,000 | ||||||||||||||||
Labor cost benefit | $ 5,500,000 | $ 5,200,000 | ||||||||||||||||
Aggregate per share effect of the Argentine tax holiday | $ / shares | $ 0.51 | $ 0.56 | ||||||||||||||||
Software development law audit fees | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||
Restatement Adjustment [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Current deferred tax assets | (12,290,000) | (12,290,000) | (12,290,000) | |||||||||||||||
Current deferred tax assets | $ (2,551,000) | $ (2,551,000) | $ (2,551,000) | |||||||||||||||
United States [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Percentage of cash and cash equivalents as well as short and long-term investments | 69.00% | 69.00% | 56.00% | 69.00% | ||||||||||||||
Venezuelan Operations [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Foreign currency (losses) gain | $ (4,900,000) | $ (20,400,000) | $ 0 | $ 0 | $ 0 | |||||||||||||
Cumulative Inflation Rate Period | 3 years | |||||||||||||||||
Foreign currency inflation rate | 100.00% | |||||||||||||||||
Percentage of increase in exchange ratio | 130.00% | |||||||||||||||||
Long-lived assets, goodwill and intangible assets fair value | $ 9,200,000 | 9,200,000 | ||||||||||||||||
Number of offices in process of construction acquired | property | 5 | |||||||||||||||||
Amount to acquire office property | $ 23,400,000 | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 3,700,000 | |||||||||||||||||
Impairment of Long lived assets | $ 16,200,000 | $ 13,700,000 | $ 16,200,000 | $ 49,500,000 | ||||||||||||||
Liabilities | $ 36,266,000 | $ 36,266,000 | $ 22,950,000 | $ 36,266,000 | ||||||||||||||
Foreign exchange rate | 628 | 198.7 | 628 | 198.7 | 673.8 | 198.7 | 273 | 12 | ||||||||||
Impairment of property | $ 13,700,000 | |||||||||||||||||
Property fair value | $ 12,500,000 | $ 12,500,000 | ||||||||||||||||
Percentage of consolidated net assets | 10.10% | |||||||||||||||||
Percentage of consolidated cash and investments | 2.10% | |||||||||||||||||
Area of office property acquired | m² | 135.81 | |||||||||||||||||
Venezuelan Operations [Member] | Intersegment Eliminations [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Liabilities | $ 24,634,000 | $ 24,634,000 | $ 15,843,000 | $ 24,634,000 | ||||||||||||||
Argentinean Subsidiaries [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Exchange rate used to re-measure transactions | ARS / $ | 13.30 | 8 | 13.30 | 13.30 | 6.52 | |||||||||||||
Percentage of increase in exchange ratio | 37.00% | 23.00% | ||||||||||||||||
Other comprehensive income | $ 22,800,000 | $ 14,600,000 | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 31,400,000 | |||||||||||||||||
Foreign exchange gain (loss) | $ 18,200,000 | $ 4,600,000 | ||||||||||||||||
Foreign exchange rate | ARS / $ | 15.89 | |||||||||||||||||
Area of office property acquired | m² | 6,057 | |||||||||||||||||
Number of parking space | item | 50 | |||||||||||||||||
Brazilian Subsidiaries [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Exchange rate used to re-measure transactions | BRL / $ | 2.66 | 2.66 | 3.90 | 2.66 | ||||||||||||||
Percentage of increase in exchange ratio | 47.00% | |||||||||||||||||
Other comprehensive income | $ 9,000,000 | |||||||||||||||||
Foreign exchange gain (loss) | $ 14,600,000 | |||||||||||||||||
Foreign exchange rate | BRL / $ | 3.26 | |||||||||||||||||
Foreign Operations [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Percentage of cash and cash equivalents as well as short and long-term investments | 31.00% | 31.00% | 44.00% | 31.00% | ||||||||||||||
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% | ||||||||||||||||
Fair value, discount rate | 5.55% | |||||||||||||||||
Payment for capped call transactions | $ 19,668,000 | |||||||||||||||||
Carrying value of the permanent equity component reported in additional paid-in-capital | 46,985,000 | |||||||||||||||||
Net carrying amount | $ 283,015,000 | $ 283,015,000 | ||||||||||||||||
Effective interest rate | 6.10% | 6.10% | ||||||||||||||||
Deferred tax liability, additional paid in capital component of convertible debt | $ 16,445,000 | $ 16,445,000 | ||||||||||||||||
Net of deferred income tax effect amounts | $ 12,784,000 | |||||||||||||||||
2.25% Convertible Senior Notes Due 2019 [Member] | Capped Call Transactions [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Payment for capped call transactions | 19,668,000 | |||||||||||||||||
Mortgages [Member] | Banco del Caribe, C.A. Banco Universal [Member] | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 5,009,000 | |||||||||||||||||
Debt term | 5 years | |||||||||||||||||
Debt instrument, interest rate | 24.00% | |||||||||||||||||
Debt instrument outstanding | $ 1,101,000 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (Assets, Liabilities and Net Assets of Company's Venezuelan Subsidiaries) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||||||||||||||
Net Revenues | $ 256,275 | $ 230,847 | $ 199,644 | $ 157,630 | $ 180,732 | $ 168,641 | $ 154,314 | $ 148,103 | $ 161,370 | $ 147,935 | $ 131,849 | $ 115,382 | $ 844,396 | $ 651,790 | $ 556,536 |
Assets | 1,367,435 | 1,003,606 | 1,367,435 | 1,003,606 | |||||||||||
Liabilities | (938,581) | (664,148) | (938,581) | (664,148) | |||||||||||
Venezuelan Operations [Member] | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Net Revenues | 37,185 | 40,475 | $ 58,026 | ||||||||||||
Assets | 66,165 | 65,407 | 66,165 | 65,407 | |||||||||||
Liabilities | (22,950) | (36,266) | (22,950) | (36,266) | |||||||||||
Net Assets | $ 43,215 | $ 29,141 | $ 43,215 | $ 29,141 |
Net Income Per Share (Narrative
Net Income Per Share (Narrative) (Details) | Jun. 30, 2014 |
2.25% Convertible Senior Notes Due 2019 [Member] | |
Debt Instrument [Line Items] | |
Convertible senior notes, interest rate | 2.25% |
Net Income Per Share (Allocatio
Net Income Per Share (Allocation of Net Income Available to Common Shareholders using Two-Class Method) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Income Per Share [Abstract] | |||||||||||||||
Net income | $ 51,349 | $ 38,912 | $ 15,858 | $ 30,247 | $ 38,965 | $ 45,640 | $ 19,463 | $ 1,721 | $ 34,161 | $ 33,752 | $ (25,588) | $ 30,328 | $ 136,366 | $ 105,789 | $ 72,653 |
Net income attributable to noncontrolling interests | (72) | ||||||||||||||
Change in redeemable amount of noncontrolling interest | (435) | ||||||||||||||
Net income attributable to MercadoLibre, Inc. Shareholders corresponding to common stock, Basic | 136,366 | 105,789 | 72,146 | ||||||||||||
Net income attributable to MercadoLibre, Inc. Shareholders corresponding to common stock, Diluted | $ 136,366 | $ 105,789 | $ 72,146 |
Net Income Per Share (Net Incom
Net Income Per Share (Net Income (Loss) Per Share of Common Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net income attributable to MercadoLibre, Inc. per common share | |||||||||||||||
Net income attributable to MercadoLibre, Inc. Shareholders per common share, Basic | $ 1.16 | $ 0.88 | $ 0.36 | $ 0.68 | $ 0.88 | $ 1.03 | $ 0.44 | $ 0.04 | $ 0.76 | $ 0.76 | $ (0.58) | $ 0.69 | $ 3.09 | $ 2.40 | $ 1.63 |
Net income attributable to MercadoLibre, Inc. Shareholders per common share, Diluted | $ 1.16 | $ 0.88 | $ 0.36 | $ 0.68 | $ 0.88 | $ 1.03 | $ 0.44 | $ 0.04 | $ 0.76 | $ 0.76 | $ (0.58) | $ 0.69 | $ 3.09 | $ 2.40 | $ 1.63 |
Numerator: | |||||||||||||||
Net income attributable to MercadoLibre, Inc. Shareholders, Basic | $ 136,366 | $ 105,789 | $ 72,146 | ||||||||||||
Net income attributable to MercadoLibre, Inc. Shareholders, Diluted | $ 136,366 | $ 105,789 | $ 72,146 | ||||||||||||
Denominator: | |||||||||||||||
Weighted average of common stock outstanding for Basic earnings per share | 44,157,355 | 44,157,341 | 44,157,341 | 44,156,961 | 44,156,800 | 44,155,830 | 44,155,271 | 44,154,796 | 44,154,412 | 44,153,892 | 44,153,892 | 44,153,818 | 44,157,251 | 44,155,680 | 44,153,884 |
Adjusted weighted average of common stock outstanding for Diluted earnings per share | 44,157,355 | 44,157,341 | 44,157,341 | 44,156,961 | 44,156,800 | 44,155,830 | 44,155,271 | 44,154,796 | 44,154,412 | 44,153,892 | 44,182,668 | 44,153,818 | 44,157,251 | 44,155,680 | 44,153,884 |
Short-term and Long-term inve50
Short-term and Long-term investments (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term and Long-term Investments [Abstract] | |||
Unrealized gains of available-for-sale securities, net of tax | $ (587) | $ (672) | $ (379) |
Short-term investments | $ 0 | $ 0 |
Short-term and Long-term inve51
Short-term and Long-term investments (Composition of Short-term and Long-term Investments) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term investments | $ 253,321 | $ 202,112 |
Long-term investments | 153,803 | 187,621 |
Time Deposits [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term investments | 113,414 | 76,658 |
Sovereign Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term investments | 2,166 | 13,962 |
Long-term investments | 48,537 | 55,340 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term investments | 102,367 | 102,977 |
Long-term investments | 105,266 | 129,280 |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term investments | $ 35,374 | 8,515 |
Long-term investments | $ 3,001 |
Balance Sheet Components (Accou
Balance Sheet Components (Accounts Receivable, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | $ 35,871 | $ 39,714 |
Allowance for doubtful accounts | (10,436) | (11,286) |
Accounts Receivable, Net, Current, Total | 25,435 | 28,428 |
Users [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 25,535 | 24,745 |
Other Means Of Payments [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 2,739 | |
Advertising [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 5,047 | 3,394 |
Others Debtors [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | $ 5,289 | $ 8,836 |
Balance Sheet Components (Credi
Balance Sheet Components (Credit Card Receivables) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for chargebacks | $ (2,511) | $ (1,234) |
Credit card receivables | 307,904 | 131,946 |
Credit Cards and Other Means of Payments [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Credit card receivables, gross | $ 310,415 | $ 133,180 |
Balance Sheet Components (Other
Balance Sheet Components (Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets, Current | $ 26,215 | $ 9,577 |
VAT Credits [Member] | ||
Other Assets, Current | 4,660 | 1,011 |
Other Taxes [Member] | ||
Other Assets, Current | 15,493 | 5,189 |
Other [Member] | ||
Other Assets, Current | $ 6,062 | $ 3,377 |
Balance Sheet Components (Oth55
Balance Sheet Components (Other Non Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other non current assets | $ 56,819 | $ 43,955 |
Advances for Fixed Assets [Member] | ||
Other non current assets | 24,134 | 23,380 |
Legal Deposits [Member] | ||
Other non current assets | 66 | 55 |
Judicial Deposits [Member] | ||
Other non current assets | 27,981 | 16,378 |
Other [Member] | ||
Other non current assets | $ 4,638 | $ 4,142 |
Balance Sheet Components (Prope
Balance Sheet Components (Property And Equipment, Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Gross | $ 200,851 | $ 134,447 | |
Accumulated depreciation | (76,590) | (52,814) | |
Property, Plant and Equipment, Net | $ 124,261 | 81,633 | |
Property Plant And Equipment Useful Life | 50 years | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Gross | $ 56,571 | 48,380 | |
Land & Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Gross | $ 49,665 | 28,479 | |
Property Plant And Equipment Useful Life | [1],[2] | 50 years | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Gross | $ 22,690 | 13,506 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Gross | $ 71,602 | 43,989 | |
Property Plant And Equipment Useful Life | 3 years | ||
Cars [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Gross | $ 323 | $ 93 | |
Property Plant And Equipment Useful Life | 3 years | ||
Minimum [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Useful Life | 3 years | ||
Minimum [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Useful Life | 3 years | ||
Maximum [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Useful Life | 5 years | ||
Maximum [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Useful Life | 5 years | ||
[1] | After impairment test. See Note 2, "Impairment of Long-lived Assets" | ||
[2] | Estimated useful life attributable to "Buildings" |
Balance Sheet Components (Depre
Balance Sheet Components (Depreciation And Amortization) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation and amortization | $ 29,022 | $ 23,209 | $ 16,947 |
Cost of Net Revenues [Member] | |||
Depreciation and amortization | 1,965 | 830 | 801 |
Product and Technology Development [Member] | |||
Depreciation and amortization | 20,581 | 16,260 | 12,074 |
Sales and Marketing [Member] | |||
Depreciation and amortization | 1,599 | 548 | 181 |
General and Administrative [Member] | |||
Depreciation and amortization | $ 4,877 | $ 5,571 | $ 3,891 |
Balance Sheet Components (Acc58
Balance Sheet Components (Accounts Payable And Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts payable and accrued expenses | $ 105,106 | $ 62,038 |
Accounts Payable And Accrued Expenses [Member] | ||
Accounts payable and accrued expenses | 95,145 | 54,649 |
Advertising [Member] | ||
Accounts payable and accrued expenses | 4,227 | 3,005 |
Professional Fee [Member] | ||
Accounts payable and accrued expenses | 1,615 | 1,327 |
Other Expense Provisions [Member] | ||
Accounts payable and accrued expenses | 4,098 | 3,054 |
Other Current Liabilities [Member] | ||
Accounts payable and accrued expenses | $ 21 | $ 3 |
Balance Sheet Components (Curre
Balance Sheet Components (Current Loans Payable And Other Financial Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Components [Abstract] | ||
Unsecured lines of credit | $ 11,583 | $ 1,965 |
Loans payable and other financial liabilities | $ 11,583 | $ 1,965 |
Balance Sheet Components (Noncu
Balance Sheet Components (Noncurrent Loans Payable And Other Financial Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Non current loans payable and other financial liabilities | $ 301,940 | $ 294,342 |
Convertible Notes [Member] | ||
Non current loans payable and other financial liabilities | 300,935 | 290,477 |
Unsecured Line Of Credit [Member] | ||
Non current loans payable and other financial liabilities | $ 1,005 | $ 3,865 |
Balance Sheet Components (Cur61
Balance Sheet Components (Current Other Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current other liabilities | $ 6,359 | $ 7,667 |
Contingent Considerations and Escrows from Acquisitions [Member] | ||
Current other liabilities | 6,014 | 7,004 |
Other Current Liabilities [Member] | ||
Current other liabilities | $ 345 | $ 663 |
Balance Sheet Components (Non62
Balance Sheet Components (Noncurrent Other Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities, Noncurrent | $ 9,808 | $ 9,860 |
Provisions and Contingencies [Member] | ||
Other Liabilities, Noncurrent | 5,587 | 4,386 |
Contingent Considerations and Escrows from Acquisitions [Member] | ||
Other Liabilities, Noncurrent | 2,558 | 5,413 |
Other Noncurrent Liabilities [Member] | ||
Other Liabilities, Noncurrent | $ 1,663 | $ 61 |
Balance Sheet Components (Accum
Balance Sheet Components (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheet Components [Abstract] | |||
Foreign currency translation | $ (259,226) | $ (238,607) | $ (134,695) |
Unrealized gain on investments | (909) | (1,023) | (578) |
Estimated tax loss on unrealized gains on investments | 322 | 351 | 199 |
Accumulated other comprehensive loss | $ (259,813) | $ (239,279) | $ (135,074) |
Balance Sheet Components (Summa
Balance Sheet Components (Summary of Changes Accumulated Balances of Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance, Estimated tax (expense) benefit | $ 351 | $ 199 | |
Other comprehensive income before reclassifications adjustments for (losses) gains on available for sale investments, Estimated tax (expense) benefit | 322 | ||
Amount of gain (loss) reclassified from accumulated other comprehensive loss, Estimated tax (expense) benefit | (351) | ||
Net current period other comprehensive income gain (loss), Estimated tax (expense) benefit | (29) | ||
Ending Balance, Estimated tax (expense) benefit | 322 | 351 | $ 199 |
Beginning Balance | (239,279) | (135,074) | |
Other comprehensive income before reclassifications adjustments for (losses) gains on available for sale investments, net of tax | (21,206) | (104,584) | |
Amount of gain (loss) reclassified from accumulated other comprehensive income, net of tax | 672 | 379 | |
Net change in accumulated other comprehensive loss, net of income tax | (20,534) | (104,205) | (47,618) |
Ending Balance | (259,813) | (239,279) | $ (135,074) |
Unrealized Gains on Investments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (1,023) | ||
Other comprehensive income before reclassifications adjustments for (losses) gains on available for sale investments, before tax | (909) | ||
Amount of gain (loss) reclassified from accumulated other comprehensive loss, before tax | 1,023 | ||
Net current period other comprehensive income (loss), before tax | 114 | ||
Ending Balance | (909) | (1,023) | |
Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (238,607) | ||
Net current period other comprehensive income (loss), before tax | (20,619) | ||
Ending Balance | (259,226) | $ (238,607) | |
Other comprehensive income before reclassifications adjustments for (losses) gains on available for sale investments, net of tax | $ (20,619) |
Balance Sheet Components (Recla
Balance Sheet Components (Reclassifications Out of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Unrealized losses on investments | $ 35,442 | $ 20,561 | $ 15,336 |
Income tax gain | (48,962) | (44,702) | (49,143) |
Net income attributable to MercadoLibre, Inc. shareholders | 136,366 | $ 105,789 | $ 72,581 |
Amount of Gain Reclassified from Accumulated Other Comprehensive Income [Member] | Unrealized Gains on Investments [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Unrealized losses on investments | (1,023) | ||
Income tax gain | 351 | ||
Net income attributable to MercadoLibre, Inc. shareholders | $ (672) |
Business Combinations, Goodwi66
Business Combinations, Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | Jun. 01, 2016 | Feb. 12, 2016 | Apr. 22, 2015 | Apr. 01, 2015 | Jan. 31, 2017 | Apr. 30, 2016 | Jan. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||||||||
Amortized period, years | 3 years | |||||||||||||
Aggregate amortization expense for intangible assets | $ 4,030 | $ 3,147 | $ 1,692 | |||||||||||
KPL Soluções Ltda [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of acquisition | 100.00% | |||||||||||||
Aggregate purchase price for acquisition | $ 22,685 | |||||||||||||
Business acquisition, cash paid | 12,529 | $ 264 | ||||||||||||
Amount in escrow account | 3,316 | |||||||||||||
Fair value of contingent consideration | $ 2 | $ 2 | $ 2 | |||||||||||
Net revenues | $ 1,338 | |||||||||||||
Net income (loss) | 343 | |||||||||||||
Intangible assets | 8,433 | |||||||||||||
KPL Soluções Ltda [Member] | Twenty Four Months Period [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash withheld as indemnification | 6,840 | |||||||||||||
Additional payments trasferred after two years | $ 1,584 | |||||||||||||
KPL Soluções Ltda [Member] | Subsequent Events [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, cash paid | $ 1,434 | |||||||||||||
KPL Soluções Ltda [Member] | Customer Lists [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets | $ 3,137 | 3,137 | 3,137 | |||||||||||
Amortized period, years | 5 years | |||||||||||||
KPL Soluções Ltda [Member] | Non-Compete Agreement/Solicitation [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets | 505 | 505 | 505 | |||||||||||
Amortized period, years | 5 years | |||||||||||||
KPL Soluções Ltda [Member] | Software [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets | 4,791 | $ 4,791 | $ 4,791 | |||||||||||
Amortized period, years | 5 years | |||||||||||||
Metros Cubicos, S.A. de C.V. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of acquisition | 100.00% | |||||||||||||
Aggregate purchase price for acquisition | $ 29,917 | |||||||||||||
Business acquisition, cash paid | 26,917 | $ 1,500 | ||||||||||||
Amount in escrow account | 3,000 | |||||||||||||
Net revenues | 2,862 | |||||||||||||
Net income (loss) | $ 87 | |||||||||||||
Intangible assets | 8,721 | |||||||||||||
Metros Cubicos, S.A. de C.V. [Member] | Customer Lists [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets | 3,924 | |||||||||||||
Amortized period, years | 5 years | |||||||||||||
Metros Cubicos, S.A. de C.V. [Member] | Non-Compete Agreement/Solicitation [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Intangible assets | $ 229 | |||||||||||||
Amortized period, years | 3 years | |||||||||||||
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 | |||||||||||||
Fair value of contingent consideration | 1,215 | 1,215 | $ 1,215 | |||||||||||
Net revenues | 2,578 | |||||||||||||
Net income (loss) | $ 168 | |||||||||||||
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 | |||||||||||||
Net revenues | 664 | |||||||||||||
Net income (loss) | $ 50 | |||||||||||||
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] | ||||||||||||||
Intangible assets | 251 | |||||||||||||
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, Goodwi67
Business Combinations, Goodwill and Intangible Assets (Summary of Preliminary Purchase Price Allocation for Acquisition) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 01, 2016 | Feb. 12, 2016 | Dec. 31, 2015 | Apr. 22, 2015 | Apr. 01, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 91,797 | $ 86,545 | $ 68,829 | ||||
Chile [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 17,388 | 16,438 | 19,101 | ||||
Mexico [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 29,342 | 33,834 | $ 15,719 | ||||
KPL Soluções Ltda [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 159 | ||||||
Other net tangible assets | 27 | ||||||
Intangible assets | $ 8,433 | ||||||
Goodwill | 14,066 | ||||||
Purchase Price | 22,685 | ||||||
KPL Soluções Ltda [Member] | Customer Lists [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 3,137 | ||||||
KPL Soluções Ltda [Member] | Software [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 4,791 | ||||||
KPL Soluções Ltda [Member] | Non-Compete Agreement/Solicitation [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 505 | ||||||
Metros Cubicos, S.A. de C.V. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 593 | ||||||
Other net tangible assets | 241 | ||||||
Intangible assets | 8,721 | ||||||
Deferred tax assets and liabilities | (2,616) | ||||||
Goodwill | 22,978 | ||||||
Purchase Price | 29,917 | ||||||
Metros Cubicos, S.A. de C.V. [Member] | Trademarks [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 4,568 | ||||||
Metros Cubicos, S.A. de C.V. [Member] | Customer Lists [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 3,924 | ||||||
Metros Cubicos, S.A. de C.V. [Member] | Non-Compete Agreement/Solicitation [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 229 | ||||||
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] | 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 | ||||||
Axado Informação e Tecnologia S.A. [Member] | Trademarks [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 251 |
Business Combinations, Goodwi68
Business Combinations, Goodwill and Intangible Assets (Composition of Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 91,797 | $ 86,545 | $ 68,829 |
Total intangible assets | 38,588 | 36,351 | |
Accumulated amortization | (12,311) | (7,360) | |
Total intangible assets, net | 26,277 | 28,991 | |
Licenses And Others [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 8,738 | 8,691 | |
Non-Compete Agreement/Solicitation [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 1,787 | 1,615 | |
Customer Lists [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 14,580 | 12,971 | |
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 993 | ||
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets with indefinite lives | $ 12,490 | $ 13,074 |
Business Combinations, Goodwi69
Business Combinations, Goodwill and Intangible Assets (Table Showing Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 | (1,622) | (19,328) |
Balance, end of the period | 91,797 | 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 | 3,499 | (6,097) |
Balance, end of the period | 27,660 | 18,526 |
Argentina [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 7,430 | 11,859 |
Business acquisition | 700 | |
Effect of exchange rates changes | (1,543) | (4,429) |
Balance, end of the period | 6,587 | 7,430 |
Chile [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 16,438 | 19,101 |
Effect of exchange rates changes | 950 | (2,663) |
Balance, end of the period | 17,388 | 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 | (4,682) | (4,863) |
Balance, end of the period | 29,342 | 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 | 149 | (1,084) |
Balance, end of the period | 3,643 | 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 | 5 | (192) |
Balance, end of the period | $ 1,188 | $ 1,151 |
Business Combinations, Goodwi70
Business Combinations, Goodwill and Intangible Assets (Expected Intangible Asset Amortization Expense) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
For year ended 12/31/2017 | $ 3,566 |
For year ended 12/31/2018 | 3,041 |
For year ended 12/31/2019 | 2,387 |
For year ended 12/31/2020 | 1,692 |
Thereafter | 3,101 |
Total remaining amortization of intangible assets | $ 13,787 |
Segments (Financial Performance
Segments (Financial Performance of Company's Reporting Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||||||
Net revenues | $ 256,275 | $ 230,847 | $ 199,644 | $ 157,630 | $ 180,732 | $ 168,641 | $ 154,314 | $ 148,103 | $ 161,370 | $ 147,935 | $ 131,849 | $ 115,382 | $ 844,396 | $ 651,790 | $ 556,536 |
Direct costs | (513,257) | (386,318) | (300,500) | ||||||||||||
Impairment of Long-Lived Assets | (13,717) | (16,226) | (49,496) | ||||||||||||
Direct contribution | 317,422 | 249,246 | 206,540 | ||||||||||||
Operating expenses and indirect costs of net revenues | (136,366) | (110,050) | (86,069) | ||||||||||||
Income from operations | 181,056 | 139,196 | 120,471 | ||||||||||||
Other income (expenses): | |||||||||||||||
Interest income and other financial gains | 35,442 | 20,561 | 15,336 | ||||||||||||
Interest expense and other financial losses | (25,605) | (20,391) | (11,659) | ||||||||||||
Foreign currency gains (losses) | (5,565) | 11,125 | (2,352) | ||||||||||||
Net income before income tax expense | 185,328 | 150,491 | 121,796 | ||||||||||||
Brazil [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Net revenues | 455,024 | 290,602 | 273,638 | ||||||||||||
Direct costs | (270,922) | (180,394) | (158,412) | ||||||||||||
Direct contribution | 184,102 | 110,208 | 115,226 | ||||||||||||
Argentina [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Net revenues | 262,252 | 245,011 | 150,668 | ||||||||||||
Direct costs | (152,103) | (134,750) | (81,273) | ||||||||||||
Direct contribution | 110,149 | 110,261 | 69,395 | ||||||||||||
Mexico [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Net revenues | 46,332 | 40,338 | 37,669 | ||||||||||||
Direct costs | (40,951) | (31,282) | (24,068) | ||||||||||||
Direct contribution | 5,381 | 9,056 | 13,601 | ||||||||||||
Venezuela [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Net revenues | 37,185 | 40,475 | 58,026 | ||||||||||||
Direct costs | (17,732) | (15,287) | (16,584) | ||||||||||||
Impairment of Long-Lived Assets | (13,717) | (16,226) | (49,496) | ||||||||||||
Direct contribution | 5,736 | 8,962 | (8,054) | ||||||||||||
Other Countries [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Net revenues | 43,603 | 35,364 | 36,535 | ||||||||||||
Direct costs | (31,549) | (24,605) | (20,163) | ||||||||||||
Direct contribution | $ 12,054 | $ 10,759 | $ 16,372 |
Segments (Allocation of Long-Li
Segments (Allocation of Long-Lived Tangible Assets Based on Geography) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 124,261 | $ 81,633 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 9,771 | 12,756 |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 25,071 | 22,379 |
Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 55,706 | 17,150 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 2,307 | 2,475 |
Venezuela [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 21,615 | 21,556 |
Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 9,791 | 5,317 |
Total Foreign Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 114,490 | $ 68,877 |
Segments (Allocation of Goodwil
Segments (Allocation of Goodwill and Intangible Assets Based on Geography) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | $ 118,074 | $ 115,536 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 250 | 235 |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 7,717 | 8,763 |
Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 31,170 | 21,338 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 38,860 | 46,186 |
Venezuela [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 7,366 | 7,217 |
Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 32,711 | 31,797 |
Total Foreign Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | $ 117,824 | $ 115,301 |
Segments (Consolidated Net Reve
Segments (Consolidated Net Revenues by Similar Products and Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
Net revenues | $ 256,275 | $ 230,847 | $ 199,644 | $ 157,630 | $ 180,732 | $ 168,641 | $ 154,314 | $ 148,103 | $ 161,370 | $ 147,935 | $ 131,849 | $ 115,382 | $ 844,396 | $ 651,790 | $ 556,536 |
Marketplace [Member] | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
Net revenues | 491,628 | 393,014 | 376,156 | ||||||||||||
Non-marketplace [Member] | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
Net revenues | $ 352,768 | $ 258,776 | $ 180,380 |
Fair Value Measurement of Ass75
Fair Value Measurement of Assets and Liabilities (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Measurement of Assets and Liabilities [Abstract] | |
Loss recognized in earnings, contingent consideration | $ (377) |
Other comprehensive (loss) income, gain from contingent considerations | 961 |
Additional contingent consideration | 1,215 |
Contingent consideration settled | $ 7,347 |
Fair Value Measurement of Ass76
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 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | $ 404,908 | $ 375,283 |
Contingent considerations | 4,213 | 9,007 |
Long-term retention plan | 27,135 | 17,159 |
Total Financial Liabilities | 31,348 | 26,166 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 35,374 | 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 | 223,887 | 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 | 181,021 | 212,622 |
Long-term retention plan | 27,135 | 17,159 |
Total Financial Liabilities | 27,135 | 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 | 35,374 | 11,516 |
Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent considerations | 4,213 | 9,007 |
Total Financial Liabilities | 4,213 | 9,007 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 111,198 | 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 | 111,198 | 46,423 |
Sovereign Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 50,703 | 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 | 50,703 | 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 | 5,038 | |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 15,785 | |
Investments | 207,633 | 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 | 61,986 | 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 | 15,785 | |
Investments | $ 145,647 | $ 180,283 |
Fair Value Measurement of Ass77
Fair Value Measurement of Assets and Liabilities (Fair Value of Financial Assets and Liabilities Measured at Amortized Cost) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | $ 511,936 | $ 290,564 | |
Liabilities | 873,174 | 610,933 | |
Accounts Payable And Accrued Expenses [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 105,106 | 62,038 | |
Funds Payable to Customers [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 370,693 | 203,247 | |
Salaries and Social Security Payable [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 37,936 | 26,181 | |
Taxes Payable [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 27,338 | 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 | [1] | 313,523 | 296,307 |
Other Liabilities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 11,954 | 8,520 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 511,936 | 290,564 | |
Liabilities | 873,174 | 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 | 105,106 | 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 | 370,693 | 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 | 37,936 | 26,181 | |
Significant Other Observable Inputs (Level 2) [Member] | Taxes Payable [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 27,338 | 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 | [1] | 313,523 | 296,307 |
Significant Other Observable Inputs (Level 2) [Member] | Other Liabilities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 11,954 | 8,520 | |
Time Deposits [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 113,414 | 76,658 | |
Time Deposits [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 113,414 | 76,658 | |
Accounts Receivable, Net [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 25,435 | 28,428 | |
Accounts Receivable, Net [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 25,435 | 28,428 | |
Credit Cards and Other Means of Payments [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 307,904 | 131,946 | |
Credit Cards and Other Means of Payments [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 307,904 | 131,946 | |
Loans Receivable, Net [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 6,283 | ||
Loans Receivable, Net [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 6,283 | ||
Other Assets [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 58,900 | 53,532 | |
Other Assets [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | $ 58,900 | $ 53,532 | |
[1] | The fair value of the convertible senior notes (including the equity component) is disclosed in Note 17. |
Fair Value Measurement of Ass78
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 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | $ 405,784 | $ 376,306 | |
Gross Unrealized Gains | [1] | 156 | 76 |
Gross Unrealized Losses | [1] | (1,032) | (1,099) |
Estimated Fair Value | 404,908 | 375,283 | |
Cash and Cash Equivalents [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 111,198 | 62,219 | |
Gross Unrealized Losses | [1] | (11) | |
Estimated Fair Value | 111,198 | 62,208 | |
Cash and Cash Equivalents [Member] | Money Market Funds [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 111,198 | 46,423 | |
Estimated Fair Value | 111,198 | 46,423 | |
Cash and Cash Equivalents [Member] | Corporate Debt Securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 15,796 | ||
Gross Unrealized Losses | [1] | (11) | |
Estimated Fair Value | 15,785 | ||
Short-term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 140,011 | 125,627 | |
Gross Unrealized Gains | [1] | 66 | 5 |
Gross Unrealized Losses | [1] | (170) | (178) |
Estimated Fair Value | 139,907 | 125,454 | |
Short-term Investments [Member] | Sovereign Debt Securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 2,166 | 13,981 | |
Gross Unrealized Losses | [1] | (19) | |
Estimated Fair Value | 2,166 | 13,962 | |
Short-term Investments [Member] | Corporate Debt Securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 102,509 | 103,130 | |
Gross Unrealized Gains | [1] | 26 | 4 |
Gross Unrealized Losses | [1] | (168) | (157) |
Estimated Fair Value | 102,367 | 102,977 | |
Short-term Investments [Member] | Certificates of Deposit [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 35,336 | 8,516 | |
Gross Unrealized Gains | [1] | 40 | 1 |
Gross Unrealized Losses | [1] | (2) | (2) |
Estimated Fair Value | 35,374 | 8,515 | |
Long-term Investments [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 154,575 | 188,460 | |
Gross Unrealized Gains | [1] | 90 | 71 |
Gross Unrealized Losses | [1] | (862) | (910) |
Estimated Fair Value | 153,803 | 187,621 | |
Long-term Investments [Member] | Sovereign Debt Securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 48,943 | 55,536 | |
Gross Unrealized Gains | [1] | 53 | |
Gross Unrealized Losses | [1] | (406) | (249) |
Estimated Fair Value | 48,537 | 55,340 | |
Long-term Investments [Member] | Corporate Debt Securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Cost | 105,632 | 129,921 | |
Gross Unrealized Gains | [1] | 90 | 18 |
Gross Unrealized Losses | [1] | (456) | (659) |
Estimated Fair Value | $ 105,266 | 129,280 | |
Long-term Investments [Member] | Certificates of Deposit [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 December 31, 2016 and 2015. |
Fair Value Measurement of Ass79
Fair Value Measurement of Assets and Liabilities (Estimated Fair Values of Money Market Funds, Short-Term and Long-Term Investments) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Measurement of Assets and Liabilities [Abstract] | ||
One year or less | $ 251,105 | |
One year to two years | 68,198 | |
Two years to three years | 59,628 | |
Three years to four years | 15,715 | |
Four years to five years | 10,262 | |
Total | $ 404,908 | $ 375,283 |
Common Stock (Details)
Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2016item$ / sharesshares | Dec. 31, 2015$ / sharesshares | |
Common Stock [Abstract] | ||
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares issued | 44,157,364 | 44,156,854 |
Common stock, shares outstanding | 44,157,364 | 44,156,854 |
Each common stock voting entitlement | item | 1 | |
Stockholders owning no voting right percentage | 20.00% |
Mandatorily Redeemable Conver81
Mandatorily Redeemable Convertible Preferred Stock (Details) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Mandatorily Redeemable Convertible Preferred Stock [Abstract] | ||
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares subscribed | 0 | 0 |
Compensation Plan for Outside82
Compensation Plan for Outside Directors (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2013 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Non-Adjustable Board Service Award, cash payment | $ 60 | $ 50 |
Adjustable Award of company's share | $ 100 | 70 |
Trading day period | 30 days | |
Audit Committee [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Annual cash compensation to outside directors in addition to existing director amount | $ 22 | 22 |
Compensation Committee [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Annual cash compensation to outside directors in addition to existing director amount | 22 | 17 |
Nominating Committee [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Annual cash compensation to outside directors in addition to existing director amount | 7 | 7 |
Corporate Governance Committee [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Annual cash compensation to outside directors in addition to existing director amount | $ 15 | $ 15 |
Compensation Plan for Outside83
Compensation Plan for Outside Directors (Summary of Total Accrued Compensation Cost Related to Outside Directors) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Accrued compensation cost related to outside Directors, Total | $ 1,291 | $ 1,177 | $ 965 |
Chairmans Fee [Member] | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Accrued compensation cost related to outside Directors, Total | 64 | 61 | 61 |
Adjustable Award [Member] | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Accrued compensation cost related to outside Directors, Total | 783 | 718 | 545 |
Non-adjustable Award [Member] | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Accrued compensation cost related to outside Directors, Total | $ 444 | $ 398 | $ 359 |
Equity Compensation Plan and 84
Equity Compensation Plan and Restricted Shares (Details) | 120 Months Ended |
Dec. 31, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding options granted | 0 |
1999 Stock Option and Restricted Stock Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance of common stock | 4,732,400 |
Number of shares available for grant | 232,825 |
2009 Equity Compensation Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for future issuance of common stock | 294,529 |
Options outstanding | 0 |
Management Incentive Bonus Pl85
Management Incentive Bonus Plan (Additional Information) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Compensation Related Costs [Abstract] | |
Minimum purchase price for sale bonus and stay bonus | $ 20,000 |
Percentage of sale bonus as per purchase price | 5.50% |
Percentage of stay bonus as per purchase price | 7.10% |
Maximum amount paid by the purchaser | $ 78,335 |
Minimum purchase price for stay bonus | 20,000 |
Provision recognized | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax non-current assets | $ 45,017 | $ 29,688 |
Deferred tax non-current liabilities | 34,059 | 27,049 |
Consolidated loss carryforwards for income tax purpose | 43,672 | |
Non-U.S. subsidiaries’ undistributed earnings | 184,654 | |
Argentina [Member] | ||
Increase (decrease) in valuation allowance | 173 | |
Venezuela [Member] | ||
Increase (decrease) in valuation allowance | 3,937 | |
Mexico [Member] | ||
Increase (decrease) in valuation allowance | $ 758 | |
Subsidiaries [Member] | ||
Increase (decrease) in valuation allowance | $ (73) |
Income Taxes (Components of Pre
Income Taxes (Components of Pretax Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||
Income before income tax | $ 185,328 | $ 150,491 | $ 121,796 |
United States [Member] | |||
Income Tax Contingency [Line Items] | |||
Income before income tax | (12,321) | (17,049) | (10,848) |
Brazil [Member] | |||
Income Tax Contingency [Line Items] | |||
Income before income tax | 106,123 | 70,261 | 91,136 |
Argentina [Member] | |||
Income Tax Contingency [Line Items] | |||
Income before income tax | 115,032 | 116,652 | 53,065 |
Venezuela [Member] | |||
Income Tax Contingency [Line Items] | |||
Income before income tax | (15,202) | (25,764) | (31,360) |
Mexico [Member] | |||
Income Tax Contingency [Line Items] | |||
Income before income tax | (15,747) | (4,743) | 6,094 |
Other Countries [Member] | |||
Income Tax Contingency [Line Items] | |||
Income before income tax | $ 7,443 | $ 11,134 | $ 13,709 |
Income Taxes (Summary of Income
Income Taxes (Summary of Income / Asset Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
U.S. | $ 47 | $ 55 | $ 2 |
Non-U.S. | 55,103 | 45,892 | 66,786 |
Current Income Tax | 55,150 | 45,947 | 66,788 |
Deferred: | |||
U.S. | 1,337 | 1 | 465 |
Non-U.S. | (7,525) | (1,246) | (18,110) |
Deferred Income Tax | (6,188) | (1,245) | (17,645) |
Income tax expense | $ 48,962 | $ 44,702 | $ 49,143 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Difference Between Actual Provision for Income Taxes and Provision Computed by Applying Income Tax Rate) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
Net income before income tax | $ 185,328 | $ 150,491 | $ 121,796 |
Weighted average income tax rate | 34.00% | 33.00% | 33.00% |
Income tax expense at weighted average income tax rate | $ 63,148 | $ 50,022 | $ 40,783 |
Permanent differences: | |||
Federal and assets taxes | 31 | 33 | 4 |
Transfer pricing adjustments | 1,328 | 882 | 616 |
Non-deductible tax | 545 | 441 | 258 |
Non-deductible expenses | 599 | 1,911 | 2,311 |
Dividends distributions | 5,860 | 5,861 | 4,221 |
Impairment of Venezuela property and equipment | 3,216 | 5,226 | 14,734 |
Non-taxable income | (25,923) | (27,385) | (9,565) |
Currency translation | (8,245) | 6,443 | (5,218) |
Change in valuation allowance | 8,535 | 1,167 | 1,094 |
Business Combination | (40) | ||
True up | (132) | 101 | (55) |
Income tax expense | $ 48,962 | $ 44,702 | $ 49,143 |
Income Taxes (Composition of De
Income Taxes (Composition of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Allowance for doubtful accounts | $ 8,171 | $ 7,791 |
Unrealized net gains on investments | 212 | |
Property and equipment, net | 3,159 | 1,682 |
Accounts payable and accrued expenses | 888 | 1,023 |
Payroll and social security payable | 9,568 | 5,150 |
Taxes payable | 820 | 867 |
Provisions | 4,093 | 3,096 |
Foreign tax credit | 13,515 | 10,102 |
Tax loss carryforwards | 13,774 | 3,744 |
Total deferred tax assets | 53,988 | 33,667 |
Valuation allowance | (8,971) | (3,979) |
Total deferred tax assets, net | 45,017 | 29,688 |
Deferred tax liabilities | ||
Property and equipment, net | (9,611) | (3,926) |
Outside basis dividends | (13,515) | (10,102) |
Goodwill | (1,514) | (203) |
Convertible notes and Capped Call | (4,961) | (6,723) |
Foreign exchange effect | (12) | (790) |
Total deferred tax liabilities | (34,059) | (27,049) |
Customer Lists [Member] | ||
Deferred tax liabilities | ||
intangible assets | (2,127) | (2,602) |
Non-Compete Agreement/Solicitation [Member] | ||
Deferred tax liabilities | ||
intangible assets | (78) | (165) |
Trademarks [Member] | ||
Deferred tax liabilities | ||
intangible assets | $ (2,241) | $ (2,538) |
Income Taxes (Tax Loss Carryfor
Income Taxes (Tax Loss Carryforwards) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Income Taxes [Abstract] | |
2,019 | $ 13,205 |
2,020 | 511 |
2,021 | 936 |
2,022 | 431 |
2,023 | 12 |
2,024 | 13 |
Thereafter | 21,134 |
Without due dates | 7,430 |
Total | $ 43,672 |
Commitments and Contingencies92
Commitments and Contingencies (Narrative) (Details) $ in Thousands, BRL in Millions | Apr. 15, 2011BRL | Sep. 23, 2010$ / d | Aug. 25, 2010$ / d | Dec. 31, 2016BRLitem | Dec. 31, 2016USD ($) | Dec. 31, 2007USD ($) | Dec. 31, 2016USD ($)item |
Loss Contingencies [Line Items] | |||||||
Reserves for proceeding-related contingencies | $ | $ 5,587 | ||||||
Aggregate amount for legal actions for which no loss amount has been accrued | $ | $ 4,460 | ||||||
Loss accrued for reasonably possible legal actions | $ | $ 0 | ||||||
Deposit with court | BRL 25.8 | 7,900 | |||||
Argentinean Subsidiaries [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of lawsuits pending | 55 | 55 | |||||
Number of legal actions pending | 1,573 | 1,573 | |||||
Mexican Subsidiaries [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of lawsuits pending | 9 | 9 | |||||
Number of legal actions pending | 130 | 130 | |||||
Brazilian Subsidiaries [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of lawsuits pending | 717 | 717 | |||||
Number of legal actions pending | 2,923 | 2,923 | |||||
City of Sao Paulo Tax Claim [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Approximate additional amount related to asserted taxes and fines | BRL 51.6 | 15,800 | $ 5,900 | ||||
Total amount of claim including surcharges and interest | $ | $ 4,200 | ||||||
Deposit with court | BRL | BRL 9.5 | ||||||
Accrued interests | 13.8 | $ 4,200 | |||||
Brazilian Federal Tax Claims [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Approximate additional amount related to asserted taxes and fines | 2.1 | 639 | |||||
Brazilian Federal Tax Claims [Member] | Brazilian Subsidiaries [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Approximate additional amount related to asserted taxes and fines | 5.1 | 1,600 | |||||
Citizen Watch do Brasil [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Daily non-compliance penalty | $ / d | 6,000 | ||||||
Penalty and damages per day | $ / d | 6,000 | ||||||
Ebazar - PIS And COFINS [Member] | Brazilian Subsidiaries [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Approximate additional amount related to asserted taxes and fines | 3 | 9 | |||||
MercadoPago.com- PIS And COFINS [Member] | Brazilian Subsidiaries [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Approximate additional amount related to asserted taxes and fines | BRL 12 | $ 3,000 |
Commitments and Contingencies93
Commitments and Contingencies (Narrative II) (Details) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016item | Dec. 31, 2013item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2014USD ($) | |
Rent expense | $ 6,112,000 | $ 4,396,000 | $ 3,111,000 | |||
Officers' compensation | 1,518,000 | |||||
Estimated performance based bonus | $ 1,751,000 | |||||
Period of consideration for involuntary termination of employee | 12 months | |||||
2.25% Convertible Senior Notes Due 2019 [Member] | ||||||
Debt instrument, face amount | $ 330,000,000 | $ 330,000,000 | $ 330,000,000 | |||
Debt instrument, interest rate | 2.25% | |||||
Line of Credit [Member] | Two Argentinean Banks [Member] | ||||||
Number of unsecured line of credit facility | item | 2 | |||||
Outstanding line of credit | $ 144,000 | |||||
Line of credit, Fixed interest rate | 15.25% | |||||
Debt Instrument, Term | 11 months | |||||
Line of Credit [Member] | Citibank N.A. [Member] | ||||||
Outstanding line of credit | $ 1,376,000 | |||||
Line of credit, Fixed interest rate | 12.99% | |||||
Line of Credit [Member] | Banco De Chile [Member] | ||||||
Outstanding line of credit | $ 9,640,000 | |||||
Line of credit, Fixed interest rate | 5.52% | |||||
Line of Credit [Member] | Banco Nacional de Desenvolvimento Econômico e Social [Member] | ||||||
Number of unsecured line of credit facility | item | 4 | |||||
Outstanding line of credit | $ 330,000 | |||||
LTRP 2009 [Member] | ||||||
Amount received by executive officers | $ 650,000 | |||||
Long term retention plan period | 3 months | |||||
LTRP 2010 [Member] | ||||||
Amount received by executive officers | $ 2,001,000 | |||||
Long term retention plan period | 1 year 3 months | |||||
LTRP 2011 [Member] | ||||||
Amount received by executive officers | $ 2,935,000 | |||||
Long term retention plan period | 2 years 3 months | |||||
LTRP 2012 [Member] | ||||||
Amount received by executive officers | $ 4,011,000 | |||||
Long term retention plan period | 3 years 3 months | |||||
LTRP 2013 [Member] | ||||||
Amount received by executive officers | $ 7,985,000 | |||||
Long term retention plan period | 2 years 3 months | |||||
LTRP 2014 [Member] | ||||||
Amount received by executive officers | $ 8,291,000 | |||||
Long term retention plan period | 3 years 3 months | |||||
LTRP 2015 [Member] | ||||||
Amount received by executive officers | $ 10,310,000 | |||||
Long term retention plan period | 4 years 3 months | |||||
LTRP 2016 [Member] | ||||||
Amount received by executive officers | $ 13,394,000 | |||||
Long term retention plan period | 5 years 3 months | |||||
Banco del Caribe, C.A. Banco Universal [Member] | Mortgages [Member] | ||||||
Debt instrument, face amount | $ 5,009,000 | |||||
Debt instrument, interest rate | 24.00% | |||||
Amount constituted to cover the amounts due to the bank | $ 2,997,000 | |||||
Debt Instrument, Term | 5 years | |||||
Loan balance | $ 1,101,000 |
Commitments and Contingencies94
Commitments and Contingencies (Minimum Remaining Annual Commitments under Non-Cancelable Operating Leases) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies [Abstract] | |
For the year ended December 31, 2017 | $ 5,474 |
For the year ended December 31, 2018 | 6,378 |
For the year ended December 31, 2019 | 7,187 |
For the year ended December 31, 2020 | 6,493 |
For the year ended December 31, 2021 | 6,034 |
Thereafter | 13,634 |
Total | $ 45,200 |
Long Term Retention Plan (Narra
Long Term Retention Plan (Narrative) (Details) - LTRP 2016 [Member] | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percent of fixed awards for fixed payments | 16.66% |
Term of fixed payments for eligible employees | 6 years |
Stock price per share, average closing price | $ 111.02 |
Long term retention plan, number of trading days | 60 days |
Long Term Retention Plan (Outst
Long Term Retention Plan (Outstanding Long Term Retention Plans) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
LTRP 2009 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 1,312 | $ 1,862 | $ 3,229 |
Weighted-average remaining contractual life (years) | 3 months | 9 months | 1 year 3 months |
LTRP 2010 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 2,062 | $ 2,151 | $ 2,308 |
Weighted-average remaining contractual life (years) | 9 months | 1 year 3 months | 1 year 9 months |
LTRP 2011 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 2,713 | $ 2,505 | $ 3,625 |
Weighted-average remaining contractual life (years) | 1 year 3 months | 1 year 9 months | 2 years 3 months |
LTRP 2012 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 3,569 | $ 3,094 | $ 4,354 |
Weighted-average remaining contractual life (years) | 1 year 9 months | 2 years 3 months | 2 years 8 months 27 days |
LTRP 2013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 6,796 | $ 6,255 | $ 9,006 |
Weighted-average remaining contractual life (years) | 1 year 3 months | 1 year 9 months | 2 years 3 months |
LTRP 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 6,357 | $ 5,582 | $ 7,526 |
Weighted-average remaining contractual life (years) | 1 year 9 months | 2 years 3 months | 2 years 8 months 27 days |
LTRP 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 8,361 | $ 6,982 | |
Weighted-average remaining contractual life (years) | 2 years 3 months | 2 years 9 months | |
LTRP 2016 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 11,977 | ||
Weighted-average remaining contractual life (years) | 2 years 9 months |
Long Term Retention Plan (Long
Long Term Retention Plan (Long Term Retention Plans Accrued Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | $ 22,983 | $ 10,213 | $ 11,852 |
LTRP 2009 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | 692 | 16 | 665 |
LTRP 2010 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | 1,122 | 339 | 930 |
LTRP 2011 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | 1,420 | 465 | 1,108 |
LTRP 2012 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | 1,749 | 641 | 1,385 |
LTRP 2013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | 3,897 | 2,205 | 3,935 |
LTRP 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | 3,653 | 2,763 | $ 3,829 |
LTRP 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | 4,641 | $ 3,784 | |
LTRP 2016 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Long term retention plan | $ 5,809 |
2.25% Convertible Senior Note98
2.25% Convertible Senior Notes Due 2019 (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014USD ($)$ / shares | Sep. 30, 2016 | Jun. 30, 2014USD ($)$ / shares | Dec. 31, 2016USD ($)item$ / shares$ / item | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Payment for capped call transactions | $ 19,668,000 | |||||
2.25% Convertible Senior Notes Due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 330,000,000 | $ 330,000,000 | $ 330,000,000 | $ 330,000,000 | ||
Debt instrument, interest rate | 2.25% | 2.25% | ||||
Debt instrument, maturity date | Jul. 1, 2019 | |||||
Convertible senior notes, conversion rate | 7.9353% | |||||
Convertible senior notes, principal amount per share | $ 1,000 | |||||
Convertible senior notes, conversion price | $ / shares | $ 126.02 | $ 126.02 | ||||
Net proceeds, net of transaction costs | $ 322,000,000 | |||||
Debt instrument, convertible trading days | item | 20 | |||||
Debt instrument, convertible consecutive trading days | 30 days | |||||
Percentage of debt conversion price | 130.00% | |||||
Convertible notes, amount converted | $ 45,808,000 | 45,808,000 | ||||
Estimated fair value | $ 458,800,000 | $ 364,700,000 | ||||
Closing trading amount price per share | $ / item | 100 | |||||
Common stock, closing price per share | $ / shares | $ 156.1 | |||||
Debt instrument convertible, if-converted value in excess of principal | $ 78,800,000 | |||||
Minimum percentage of principal amount outstanding | 25.00% | |||||
Percent of principal holder of 25% of note can declare, including interest due and payable | 100.00% | |||||
Payment for capped call transactions | $ 19,668,000 | |||||
2.25% Convertible Senior Notes Due 2019 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of debt conversion price | 130.00% | |||||
2.25% Convertible Senior Notes Due 2019 [Member] | Capped Call Transactions [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Payment for capped call transactions | $ 19,668,000 | |||||
Strike price, per share | $ / shares | $ 126.02 | |||||
Approximate cap price, per share | $ / shares | $ 155.78 | |||||
5 Day Measurement Period [Member] | 2.25% Convertible Senior Notes Due 2019 [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% | |||||
September 31, 2016 Threshold Met [Member] | 2.25% Convertible Senior Notes Due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes, amount converted | $ 12,000 |
2.25% Convertible Senior Note99
2.25% Convertible Senior Notes Due 2019 (Carrying Amounts of Liability and Equity Components) (Details) - 2.25% Convertible Senior Notes Due 2019 [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | |||
Amount of the equity component | $ 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 | (25,097,000) | (34,214,000) | |
Unamortized transaction costs related to the debt component | (3,968,000) | (5,309,000) | |
Contractual coupon interest accrual | 7,425,000 | 7,425,000 | |
Contractual coupon interest payment | (7,425,000) | (7,425,000) | |
Net carrying amount | $ 300,935,000 | $ 290,477,000 |
2.25% Convertible Senior Not100
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 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 6 months |
2.25% Convertible Senior Not101
2.25% Convertible Senior Notes Due 2019 (Summary of Interest Expense for Contractual Interest and Accretion of Debt Discount) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
2.25% Convertible Senior Notes Due 2019 [Abstract] | |||
Contractual coupon interest expense | $ 7,425 | $ 7,425 | $ 3,733 |
Amortization of debt discount | 9,117 | 8,630 | 4,141 |
Amortization of debt issuance costs | 1,341 | 1,217 | 569 |
Total interest expense related to Notes | $ 17,883 | $ 17,272 | $ 8,443 |
Valuation and Qualifying Acc102
Valuation and Qualifying Accounts (Summary of Valuation and Qualifying Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | $ 11,286 | $ 16,165 | $ 18,995 |
Charged / credited to Net income / (loss) | 12,952 | 15,194 | 20,864 |
Charges Utilized/Currency translation adjustments/Write-offs | (13,802) | (20,073) | (23,694) |
Balance at end of year | 10,436 | 11,286 | 16,165 |
Credit Cards Receivable Allowance for Chargebacks [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | 1,234 | 529 | 1,009 |
Charged / credited to Net income / (loss) | 1,294 | 1,719 | 669 |
Charges Utilized/Currency translation adjustments/Write-offs | (17) | (1,014) | (1,149) |
Balance at end of year | 2,511 | 1,234 | 529 |
Tax Valuation Allowance [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | 3,979 | 4,531 | 3,089 |
Charged / credited to Net income / (loss) | 8,535 | 16 | 1,608 |
Charges Utilized/Currency translation adjustments/Write-offs | (3,543) | (568) | (166) |
Balance at end of year | 8,971 | 3,979 | 4,531 |
Contingencies [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at beginning of year | 4,386 | 3,009 | 3,330 |
Charged / credited to Net income / (loss) | 4,752 | 5,100 | 3,651 |
Charges Utilized/Currency translation adjustments/Write-offs | (3,551) | (3,723) | (3,972) |
Balance at end of year | $ 5,587 | $ 4,386 | $ 3,009 |
Quarterly Financial Data (Sched
Quarterly Financial Data (Schedule of Consolidated Quarterly Financial Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||||||
Net revenues | $ 256,275 | $ 230,847 | $ 199,644 | $ 157,630 | $ 180,732 | $ 168,641 | $ 154,314 | $ 148,103 | $ 161,370 | $ 147,935 | $ 131,849 | $ 115,382 | $ 844,396 | $ 651,790 | $ 556,536 |
Gross profit | 162,730 | 145,648 | 126,298 | 102,182 | 117,570 | 111,828 | 104,003 | 103,395 | 113,704 | 104,533 | 95,478 | 83,843 | 536,858 | 436,796 | 397,558 |
Net income (loss) | $ 51,349 | $ 38,912 | $ 15,858 | $ 30,247 | $ 38,965 | $ 45,640 | $ 19,463 | $ 1,721 | $ 34,161 | $ 33,752 | $ (25,588) | $ 30,328 | $ 136,366 | $ 105,789 | $ 72,653 |
Net Income per share-basic | $ 1.16 | $ 0.88 | $ 0.36 | $ 0.68 | $ 0.88 | $ 1.03 | $ 0.44 | $ 0.04 | $ 0.76 | $ 0.76 | $ (0.58) | $ 0.69 | $ 3.09 | $ 2.40 | $ 1.63 |
Net Income per share-diluted | $ 1.16 | $ 0.88 | $ 0.36 | $ 0.68 | $ 0.88 | $ 1.03 | $ 0.44 | $ 0.04 | $ 0.76 | $ 0.76 | $ (0.58) | $ 0.69 | $ 3.09 | $ 2.40 | $ 1.63 |
Weighted average shares | |||||||||||||||
Weighted average shares, Basic | 44,157,355 | 44,157,341 | 44,157,341 | 44,156,961 | 44,156,800 | 44,155,830 | 44,155,271 | 44,154,796 | 44,154,412 | 44,153,892 | 44,153,892 | 44,153,818 | 44,157,251 | 44,155,680 | 44,153,884 |
Weighted average shares, Diluted | 44,157,355 | 44,157,341 | 44,157,341 | 44,156,961 | 44,156,800 | 44,155,830 | 44,155,271 | 44,154,796 | 44,154,412 | 44,153,892 | 44,182,668 | 44,153,818 | 44,157,251 | 44,155,680 | 44,153,884 |
Cash Dividend Distribution (Det
Cash Dividend Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 16, 2017 | Jan. 15, 2016 | Jan. 15, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Dividends Payable [Line Items] | ||||||
Cash dividend distribution | $ 4,548 | $ 26,495 | $ 18,192 | $ 29,318 | ||
Cash dividend distribution, per share | $ 0.103 | $ 0.166 | $ 0.6 | $ 0.412 | $ 0.664 | |
Cash dividend declared | $ 7,330 | |||||
Subsequent Events [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Cash dividend distribution, per share | $ 0.15 | |||||
Cash dividend declared | $ 6,624 | |||||
Year 2014 [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Dividend payable date | Jan. 15, 2015 | |||||
Dividends payment, date of record | Dec. 31, 2014 | |||||
Year 2015 [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Dividend payable date | Jan. 15, 2016 | |||||
Dividends payment, date of record | Dec. 31, 2015 | |||||
Year 2016 [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Dividend payable date | Jan. 16, 2017 | |||||
Dividends payment, date of record | Dec. 31, 2016 |