Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 07, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-33647 | |
Entity Registrant Name | MercadoLibre, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-0212790 | |
Entity Address, Address Line One | Arias 3751, 7th Floor | |
Entity Address, City or Town | Buenos Aires | |
Entity Address, Country | AR | |
Entity Address, Postal Zip Code | C1430CRG | |
City Area Code | 5411 | |
Local Phone Number | 4640-8000 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | MELI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 49,709,955 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001099590 | |
Amendment Flag | false |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,169,550 | $ 1,384,740 |
Restricted cash and cash equivalents | 493,808 | 66,684 |
Short-term investments (530,660 and 522,798 held in guarantee) | 2,124,872 | 1,597,241 |
Accounts receivable, net | 42,423 | 35,446 |
Credit cards receivable and other means of payment, net | 646,739 | 379,969 |
Loans receivable, net | 139,148 | 182,105 |
Prepaid expenses | 23,141 | 45,309 |
Inventory | 20,831 | 8,626 |
Other assets | 94,042 | 88,736 |
Total current assets | 4,754,554 | 3,788,856 |
Non-current assets: | ||
Long-term investments | 5,790 | 263,983 |
Loans receivable, net | 5,055 | 6,439 |
Property and equipment, net | 263,041 | 244,257 |
Operating lease right-of-use assets | 186,851 | 200,449 |
Goodwill | 81,799 | 87,609 |
Intangible assets, net | 15,942 | 14,275 |
Deferred tax assets | 93,897 | 117,582 |
Other assets | 45,807 | 58,241 |
Total non-current assets | 698,182 | 992,835 |
Total assets | 5,452,736 | 4,781,691 |
Current liabilities: | ||
Accounts payable and accrued expenses | 417,759 | 372,309 |
Funds payable to customers | 1,324,605 | 894,057 |
Salaries and social security payable | 114,944 | 101,841 |
Taxes payable | 141,226 | 60,247 |
Loans payable and other financial liabilities | 591,683 | 186,138 |
Operating lease liabilities | 25,113 | 23,259 |
Other liabilities | 44,449 | 114,469 |
Total current liabilities | 2,659,779 | 1,752,320 |
Non-current liabilities: | ||
Salaries and social security payable | 25,279 | 26,803 |
Loans payable and other financial liabilities | 610,899 | 631,353 |
Operating lease liabilities | 168,589 | 176,673 |
Deferred tax liabilities | 65,273 | 99,952 |
Other liabilities | 15,825 | 12,627 |
Total non-current liabilities | 885,865 | 947,408 |
Total liabilities | 3,545,644 | 2,699,728 |
Commitments and Contingencies (Note 9) | ||
Redeemable convertible preferred stock, $0.001 par value, 40,000,000 shares authorized, 100,000 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 98,843 | 98,843 |
Equity | ||
Common stock, $0.001 par value, 110,000,000 shares authorized, 49,709,955 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 50 | 50 |
Additional paid-in capital | 1,964,140 | 2,067,869 |
Treasury stock | (1,440) | (720) |
Retained earnings | 350,860 | 322,592 |
Accumulated other comprehensive loss | (505,361) | (406,671) |
Total Equity | 1,808,249 | 1,983,120 |
Total Liabilities, Redeemable convertible preferred stock and Equity | $ 5,452,736 | $ 4,781,691 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Interim Condensed Consolidated Balance Sheets [Abstract] | ||
Short-term investments, held in guarantee | $ 530,660 | $ 522,798 |
Redeemable convertible preferred stock, Par Value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, Shares Authorized | 40,000,000 | 40,000,000 |
Redeemable convertible preferred stock, Shares Issued | 100,000 | 100,000 |
Redeemable convertible preferred stock, Shares Outstanding | 100,000 | 100,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, shares issued | 49,709,955 | 49,709,955 |
Common stock, shares outstanding | 49,709,955 | 49,709,955 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Interim Condensed Consolidated Statements of Income [Abstract] | ||||
Net revenues | $ 878,369 | $ 545,242 | $ 1,530,460 | $ 1,019,012 |
Cost of net revenues | (451,197) | (272,812) | (790,474) | (509,578) |
Gross profit | 427,172 | 272,430 | 739,986 | 509,434 |
Operating expenses: | ||||
Product and technology development | (73,254) | (53,923) | (146,689) | (106,292) |
Sales and marketing | (184,076) | (180,692) | (390,583) | (311,368) |
General and administrative | (70,404) | (50,303) | (132,970) | (94,123) |
Total operating expenses | (327,734) | (284,918) | (670,242) | (511,783) |
Income (loss) from operations | 99,438 | (12,488) | 69,744 | (2,349) |
Other income (expenses): | ||||
Interest income and other financial gains | 18,782 | 33,684 | 55,566 | 58,128 |
Interest expense and other financial losses | (26,977) | (14,679) | (50,561) | (30,238) |
Foreign currency (losses) gains | (1,903) | 783 | (2,089) | (2,886) |
Net income before income tax (expense) gain | 89,340 | 7,300 | 72,660 | 22,655 |
Income tax (expense) gain | (33,393) | 8,917 | (37,822) | 5,426 |
Net income | $ 55,947 | $ 16,217 | $ 34,838 | $ 28,081 |
Basic EPS: Basic net income | ||||
Available to shareholders per common share | $ 1.11 | $ 0.31 | $ 0.66 | $ 0.45 |
Weighted average of outstanding common shares | 49,709,973 | 49,318,522 | 49,709,964 | 47,658,610 |
Diluted EPS: Diluted net income | ||||
Available to shareholders per common share | $ 1.11 | $ 0.31 | $ 0.66 | $ 0.45 |
Weighted average of outstanding common shares | 49,709,973 | 49,318,522 | 49,709,964 | 47,658,610 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Interim Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income | $ 55,947 | $ 16,217 | $ 34,838 | $ 28,081 |
Other comprehensive (loss) income, net of income tax: | ||||
Currency translation adjustment | (6,052) | 3,647 | (100,650) | 3,353 |
Unrealized gains on hedging activities | 997 | 4,978 | ||
Unrealized net gains (loss) on available for sale investments | (1,207) | 492 | 1,061 | 2,504 |
Less: Reclassification adjustment for gains from accumulated other comprehensive (loss) income | 2,375 | 4,079 | 2,729 | |
Net change in accumulated other comprehensive (loss) income, net of income tax | (8,637) | 4,139 | (98,690) | 3,128 |
Total Comprehensive (loss) income | $ 47,310 | $ 20,356 | $ (63,852) | $ 31,209 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Cumulative Effect Period Of Adoption Adjustment [Member]Retained Earnings [Member] | Cumulative Effect Period Of Adoption Adjustment [Member] | Cumulative Effect Period Of Adoption Adjusted Balance [Member]Common Stock [Member] | Cumulative Effect Period Of Adoption Adjusted Balance [Member]Additional Paid-in Capital [Member] | Cumulative Effect Period Of Adoption Adjusted Balance [Member]Treasury Stock [Member] | Cumulative Effect Period Of Adoption Adjusted Balance [Member]Retained Earnings [Member] | Cumulative Effect Period Of Adoption Adjusted Balance [Member]Accumulated Other Comprehensive Loss [Member] | Cumulative Effect Period Of Adoption Adjusted Balance [Member] | 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, 2018 | $ 45 | $ 224,800 | $ 503,432 | $ (391,577) | $ 336,700 | |||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 45,203 | |||||||||||||
Common Stock issued | $ 4 | 1,866,496 | 1,866,500 | |||||||||||
Common Stock issued (in shares) | 4,116 | |||||||||||||
Exercise of Convertible Notes | 2 | 2 | ||||||||||||
Unwind Capped Call | 3 | 3 | ||||||||||||
Net (loss) income | 11,864 | 11,864 | ||||||||||||
Amortization of Preferred Stock discount | 5,841 | (5,841) | ||||||||||||
Other comprehensive income (loss) | (1,011) | (1,011) | ||||||||||||
Ending Balance at Mar. 31, 2019 | $ 49 | 2,097,142 | 509,455 | (392,588) | 2,214,058 | |||||||||
Ending Balance (in shares) at Mar. 31, 2019 | 49,319 | |||||||||||||
Beginning Balance at Dec. 31, 2018 | $ 45 | 224,800 | 503,432 | (391,577) | 336,700 | |||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 45,203 | |||||||||||||
Redeemable convertible preferred stock dividend distribution ($9.99 per share) | (1,000) | |||||||||||||
Net (loss) income | 28,081 | |||||||||||||
Ending Balance at Jun. 30, 2019 | $ 49 | 2,009,497 | 524,672 | (388,449) | 2,145,769 | |||||||||
Ending Balance (in shares) at Jun. 30, 2019 | 49,319 | |||||||||||||
Beginning Balance at Mar. 31, 2019 | $ 49 | 2,097,142 | 509,455 | (392,588) | 2,214,058 | |||||||||
Beginning Balance (in shares) at Mar. 31, 2019 | 49,319 | |||||||||||||
Transaction Costs | 715 | 715 | ||||||||||||
Exercise of Convertible Notes | 2 | 2 | ||||||||||||
Capped Call | (88,362) | (88,362) | ||||||||||||
Redeemable convertible preferred stock dividend distribution ($9.99 per share) | (1,000) | (1,000) | ||||||||||||
Net (loss) income | 16,217 | 16,217 | ||||||||||||
Other comprehensive income (loss) | 4,139 | 4,139 | ||||||||||||
Ending Balance at Jun. 30, 2019 | $ 49 | 2,009,497 | 524,672 | (388,449) | 2,145,769 | |||||||||
Ending Balance (in shares) at Jun. 30, 2019 | 49,319 | |||||||||||||
Beginning Balance at Dec. 31, 2019 | $ (4,570) | $ (4,570) | $ 50 | $ 2,067,869 | $ (720) | $ 318,022 | $ (406,671) | $ 1,978,550 | $ 50 | 2,067,869 | $ (720) | 322,592 | (406,671) | 1,983,120 |
Beginning Balance (in shares) at Dec. 31, 2019 | 49,710 | 49,710 | ||||||||||||
Stock-based compensation - restricted shares issued | 179 | 179 | ||||||||||||
Redeemable convertible preferred stock dividend distribution ($9.99 per share) | (1,000) | (1,000) | ||||||||||||
Net (loss) income | (21,109) | (21,109) | ||||||||||||
Other comprehensive income (loss) | (90,053) | (90,053) | ||||||||||||
Ending Balance at Mar. 31, 2020 | $ 50 | 2,068,048 | (720) | 295,913 | (496,724) | 1,866,567 | ||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 49,710 | |||||||||||||
Beginning Balance at Dec. 31, 2019 | $ (4,570) | $ (4,570) | $ 50 | $ 2,067,869 | $ (720) | $ 318,022 | $ (406,671) | $ 1,978,550 | $ 50 | 2,067,869 | (720) | 322,592 | (406,671) | 1,983,120 |
Beginning Balance (in shares) at Dec. 31, 2019 | 49,710 | 49,710 | ||||||||||||
Redeemable convertible preferred stock dividend distribution ($9.99 per share) | (2,000) | |||||||||||||
Net (loss) income | 34,838 | |||||||||||||
Other comprehensive income (loss) | (98,690) | |||||||||||||
Ending Balance at Jun. 30, 2020 | $ 50 | 1,964,140 | (1,440) | 350,860 | (505,361) | 1,808,249 | ||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 49,710 | |||||||||||||
Beginning Balance at Mar. 31, 2020 | $ 50 | 2,068,048 | (720) | 295,913 | (496,724) | 1,866,567 | ||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 49,710 | |||||||||||||
Stock-based compensation - restricted shares issued | 187 | 187 | ||||||||||||
Stock-based compensation - restricted shares issued (in shares) | 1 | |||||||||||||
Common Stock repurchased | (720) | (720) | ||||||||||||
Common Stock repurchased (in shares) | (1) | |||||||||||||
Capped Call | (104,095) | (104,095) | ||||||||||||
Redeemable convertible preferred stock dividend distribution ($9.99 per share) | (1,000) | (1,000) | ||||||||||||
Net (loss) income | 55,947 | 55,947 | ||||||||||||
Other comprehensive income (loss) | (8,637) | (8,637) | ||||||||||||
Ending Balance at Jun. 30, 2020 | $ 50 | $ 1,964,140 | $ (1,440) | $ 350,860 | $ (505,361) | $ 1,808,249 | ||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 49,710 |
Interim Condensed Consolidate_6
Interim Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 |
Interim Condensed Consolidated Statements of Equity [Abstract] | |||
Redeemable convertible preferred stock dividend distribution, price per share | $ 9.99 | $ 9.99 | $ 9.99 |
Interim Condensed Consolidate_7
Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | ||
Cash flows from operations: | |||
Net income | $ 34,838 | $ 28,081 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Unrealized devaluation loss, net | 29,348 | 13,366 | |
Depreciation and amortization | 44,202 | 32,975 | |
Accrued interest | (28,933) | (24,684) | |
Non cash interest, convertible notes amortization of debt discount and amortization of debt issuance costs and other charges | 75,568 | 11,140 | |
Financial results on derivative instruments | (21,826) | (69) | |
Stock-based compensation expense - restricted shares | 366 | 0 | |
LTRP accrued compensation | 51,907 | 32,208 | |
Deferred income taxes | (31,145) | (34,743) | |
Changes in assets and liabilities: | |||
Accounts receivable | 23,147 | (6,900) | |
Credit cards receivable and other means of payment | (343,229) | (61,562) | |
Prepaid expenses | 20,807 | 8,857 | |
Inventory | (14,270) | (1,191) | |
Other assets | (6,965) | (12,651) | |
Payables and accrued expenses | 170,100 | 41,798 | |
Funds payable to customers | 606,307 | 118,421 | |
Other liabilities | (73,134) | 3,587 | |
Interest received from investments | 27,597 | 17,292 | |
Net cash provided by operating activities | 564,685 | 165,925 | |
Cash flows from investing activities: | |||
Purchase of investments | (2,326,013) | (2,332,544) | |
Proceeds from sale and maturity of investments | 1,910,311 | 1,086,461 | |
Receipts from settlements of derivative instruments | 8,624 | 0 | |
Payment for acquired businesses, net of cash acquired | (6,937) | 0 | |
Purchases of intangible assets | (87) | (34) | |
Changes in principal of loans receivable, net | (39,092) | (97,468) | |
Purchases of property and equipment | (94,834) | (71,361) | |
Net cash used in investing activities | (548,028) | (1,414,946) | |
Cash flows from financing activities: | |||
Proceeds from loans payable and other financial liabilities | 1,781,040 | 95,603 | |
Payments on loans payable and other financing liabilities | (1,353,658) | (55,236) | |
Payment of finance lease obligations | (1,064) | (889) | |
Purchase of convertible note capped calls | (104,095) | (88,362) | |
Dividends paid of preferred stock | (2,000) | (844) | |
Common Stock repurchased | (720) | 0 | |
Proceeds from issuance of convertible redeemable preferred stock, net | 0 | 98,688 | |
Proceeds from issuance of common stock, net | 0 | 1,867,215 | |
Net cash provided by financing activities | 319,503 | 1,916,175 | |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and cash equivalents | (124,226) | (3,527) | |
Net increase in cash, cash equivalents, restricted cash and cash equivalents | 211,934 | 663,627 | |
Cash, cash equivalents, restricted cash and cash equivalents, beginning of the period | 1,451,424 | [1] | 464,695 |
Cash, cash equivalents, restricted cash and cash equivalents, end of the period | $ 1,663,358 | [1] | $ 1,128,322 |
[1] | Cash, cash equivalents, restricted cash and cash equivalents as reported in the consolidated statements of cash flow. |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2020 | |
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 largest online commerce ecosystem in Latin America , serving as an integrated regional platform and as a provider of necessary online and technology tools that allow businesses and individuals to trade products and services in the region. The Company enables commerce through its marketplace platform (including online classifieds for vehicles, services and real estate), which allows users to buy and sell in most of Latin America. Through Mercado Pago, the FinTech solution, MercadoLibre enables individuals and businesses to send and receive online payments; through Mercado Envios, MercadoLibre facilitates the shipping of goods from sellers to buyers; through the advertising products, MercadoLibre facilitates advertising services for large retailers and brands to promote their product and services on the web; through Mercado Shops, MercadoLibre allows users to set-up, manage, and promote their own on-line web-stores under a subscription-based business model; through Mercado Credito, MercadoLibre extends loans to certain merchants and consumers; and through Mercado Fondo, MercadoLibre allows users to invest funds deposited in their Mercado Pago accounts. As of June 30, 2020, 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, El Salvador, Uruguay, Bolivia, Guatemala, Paraguay and Venezuela. Additionally, MercadoLibre operates its FinTech solution in Argentina, Brazil, Mexico, Colombia, Chile, Peru and Uruguay. It also offers a shipping solution directed towards Argentina, Brazil, Mexico, Colombia, Chile and Uruguay. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited interim condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company, its wholly-owned subsidiaries and consolidated Variable Interest Entities (“VIE”). These interim condensed consolidated financial statements are stated in U.S. dollars, except where otherwise indicated. Intercompany transactions and balances with subsidiaries have been eliminated for consolidation purposes. Substantially all net revenues, cost of net revenues and operating expenses are generated in the Company’s foreign operations. Long-lived assets, intangible assets and goodwill located in the foreign jurisdictions totaled $ 360,133 thousands and $ 345,204 thousands as of June 30, 2020 and December 31, 2019, respectively. These interim condensed consolidated financial statements reflect the Company’s consolidated financial position as of June 30, 2020 and December 31, 2019. These consolidated financial statements include the Company’s consolidated statements of income, comprehensive income and equity for the six and three-month periods ended June 30, 2020 and 2019 and statements of cash flows for the six-months periods ended June 30, 2020 and 2019. These interim condensed consolidated financial statements include all normal recurring adjustments that Management believes are necessary to fairly state the Company’s financial position, operating results and cash flows. Because all of the disclosures required by U.S. GAAP for annual consolidated financial statements are not included herein, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated statements of income, comprehensive income, equity and cash flows for the periods presented herein are not necessarily indicative of results expected for any future period. For a more detailed discussion of the Company’s significant accounting policies, see note 2 to the financial statements in the Company’s Form 10-K for the year ended December 31, 2019. During the six-month period ended June 30, 2020, there were no material updates made to the Company’s significant accounting policies, except for the adoption of ASC 326 as of January 1, 2020. S ee Note 2 to these interim condensed consolidated financial statements for more details. Revenue recognition Revenue recognition criteria for the services mentioned above are described in note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. Receivables represent amounts invoiced and revenue recognized prior to invoicing when the Company has satisfied the performance obligation and has the unconditional right to payment. Receivables are presented net of allowance for doubtful accounts, loans receivable and chargebacks of $ 70,790 thousands and $ 38,079 thousands as of June 30, 2020 and December 31, 2019, respectively. Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period in accordance with ASC 606. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following reporting period. Deferred revenue as of December 31, 2019 and 2018 was $ 16,590 thousands and $ 5,918 thousands, respectively, of which $ 8,475 thousands and $ 4,193 thousands were recognized as revenue during the six-month periods ended June 30, 2020 and 2019, respectively. As of June 30, 2020, total deferred revenue was $ 17,052 thousands, mainly due to fees related to listing and optional feature services billed and loyalty programs that are expected to be recognized as revenue in the coming months. Allowances for doubtful accounts on accounts receivable and loans receivable Since January 1, 2020 the Company maintains allowances for doubtful accounts for Management’s estimate of current expected credit losses (“CECL”) that may result if customers do not make the required payments. Measurement of current expected credit losses The company estimates its allowance for credit losses as the lifetime expected credit losses of the accounts receivables mentioned above. The CECL represent the present value of the uncollectible portion of the principal, interest, late fees, and other allowable charges. Loans Receivable Loans Receivable in this portfolio include the products that the company offers to: 1) on-line merchant, 2) in-store merchant and 3) consumers. For loans receivable that share similar risk characteristics such as product type, country, unpaid installments, days delinquent, and other relevant factors, the company estimates the lifetime expected credit loss allowance based on a collective assessment. The lifetime expected credit losses is determined by applying probability of default and loss given default models to monthly projected exposures, then discounting these cash flows to present value using the portfolio’s loans interest rate, estimated as a weighted average of the original effective interest rate of all the loans that conform the portfolio segment. The probability of default is an estimation of the likelihood that a loan receivable will default over a given time horizon. Probability of default models are estimated using a transition matrix method; these matrices are constructed using roll rates and then transformed, taking into account the expected future delinquency rate (forward-looking models). Therefore, the models include macroeconomic outlook or projections and recent performance. With this model, the Company estimates marginal monthly default probabilities for each delinquency bucket, type of product and country. Each marginal monthly probability of default represents a different possible scenario of default . The exposure at default is equal to the receivables’ expected outstanding principal, interest and other allowable balances. The Company estimates the exposure at default that the portfolio of loans would have in each possible moment of default, meaning for each possible scenario mentioned above. The loss given default is the percentage of the exposure at default that is not recoverable. The Company estimates this percentage using the transition matrix method mentioned above and the portfolio segment´s interest rate. The measurement of CECL is based on probability-weighted scenarios (probability of default for each month), in view of past events (roll rates), current conditions and adjustments to reflect the reasonable and supportable forecast of future economic conditions which were affected, among other factors, by the COVID-19 pandemic. The Company will continue to monitor the impact of the pandemic on expected credit losses estimates. The Company writes off loans receivable when the customer balance becomes 90 days past due. Accounts Receivable To measure the CECL, accounts receivable have been grouped based on shared credit risk characteristics and the number of days past due. The Company has therefore concluded that the expected loss rates for accounts receivable is a reasonable approximation of the historical loss rates for those assets. Accounts receivable are recovered over a period of 0-180 days, therefore, forecasted changes to economic conditions are not expected to have a significant effect on the estimate of the allowance for doubtful accounts. The Company writes off accounts receivable when the customer balance becomes 180 days past due. Cash and cash equivalents, restricted cash and cash equivalents, short-term investments and credit cards receivable and other means of payment The Company’s management assesses balances for credit losses included in cash and cash equivalents, restricted cash and cash equivalents, short-term investments (measured at amortized cost) and credit cards receivable and other means of payment, based on a review of the average period for which the financial asset is held, credit ratings of the financial institutions and probability of default and loss given default models. The Company has arrangements with some unaffiliated entities under which MercadoLibre users are able to fund their Mercado Pago accounts by depositing an equivalent amount with the unaffiliated entity. In some of these arrangements, MercadoLibre credits the Mercado Pago account before the unaffiliated entity transfers the funds to MercadoLibre to settle the transaction. The amounts pending settlement are recognized in the balance sheet as credit cards receivable and other means of payment. In June 2020, the Company became aware that $ 26,654 thousands of receivable had accumulated from one such unaffiliated entity in Argentina. The aging of these receivables exceeded the expected aging for transactions of this kind. As of June 30, 2020, the Company recorded a $ 26,654 thousands allowance for doubtful accounts on receivables due to the Company by this entity. Foreign currency translation All of the Company’s consolidated foreign operations use the local currency as their functional currency, except for Argentina, which has used the U.S. dollar as its functional currency since July 1, 2018, as described below. Accordingly, the foreign subsidiaries with local currency as functional currency 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. Derivative Financial Instruments The Company’s operations are in various foreign currencies and consequently are exposed to foreign currency risk. The Company uses derivative instruments to reduce the volatility of earnings and cash flows which were designated as hedges. All outstanding derivatives are recognized in the Company’s consolidated balance sheet at fair value. The effective portion of a designated derivative’s gain or loss in a cash flow hedge is initially reported as a component of accumulated other comprehensive (loss) income and is subsequently reclassified into the financial statement line item in which the variability of the hedged item is recorded in the period the hedging transaction affects earnings. The Company also hedges its economic exposure to foreign currency risk related to foreign currency denominated monetary assets and liabilities with foreign derivative currency contracts which were not designated as hedges. The gains and losses on the foreign exchange derivative contracts economically offset gains and losses on certain foreign currency denominated monetary assets and liabilities recognized in earnings. Accordingly, these outstanding non-designated derivatives are recognized in the Company’s consolidated balance sheet at fair value, and changes in fair value from these contracts are recorded in other income (expense), net in the consolidated statement of income. Income 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. 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. 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. Accordingly, Management periodically assesses the need to establish a valuation allowance for deferred tax assets considering positive and negative objective evidence related to the realization of the deferred tax assets. Management’s judgments related to this assessment consider, among other factors, the nature, frequency and magnitude of current and cumulative losses on an individual subsidiary basis, projections of future taxable income, the duration of statutory carryforward periods, as well as feasible tax planning strategies, which would be employed by the Company to prevent tax loss carryforwards from expiring unutilized. Based on Management’s assessment of available objective evidence and considering the future effect of the Company’s initiatives to capture long-term business opportunities, the Company accounted for a valuation allowance in certain subsidiaries in its Mexican operations of $ 17,311 thousands and $ 3,125 thousands for the six and three-month periods ended June 30, 2020, respectively. On August 17, 2011, the Argentine government issued a software development law and on September 9, 2013, the Argentine government issued a regulatory decree establishing the requirements to become a beneficiary of the software development law, including a requirement to comply with annual incremental ratios related to exports of services and research and development. The law expired on December 31, 2019. The Argentine Industry Secretary approved the Company’s application for eligibility under the law for the Company’s Argentine subsidiary, MercadoLibre S.R.L. As a result, the Company’s Argentine subsidiary was granted a tax holiday retroactive from September 18, 2014. A portion of the benefits obtained is a 60 % relief of total income tax related to software development activities and a 70 % relief of payroll taxes related to software development activities. As a result of the Company’s eligibility under the law, it recorded an income tax benefit of $ 4,093 thousands and $ 774 thousands during the six and three-month periods ended June 30, 2019, respectively. The aggregate per share benefit of the Argentine tax holiday amounted to $ 0.09 and $ 0.02 for the six and three-month periods ended June 30, 2019, respectively. Furthermore, the Company recorded a labor cost benefit of $ 4,637 thousands and $ 2,241 thousands during the six and three-month periods ended June 30, 2019, respectively. Additionally, $ 611 thousands and $ 211 thousands were accrued to pay software development law audit fees during the six and three-month periods ended June 30, 2019, respectively. On June 10, 2019, the Argentine government enacted Law No. 27,506 (knowledge-based economy promotional regime), which established a regime that provides certain tax benefits for companies that meet specific criteria, such as companies that derive at least 70% of their revenues from certain specified activities related to the knowledge-based economy. Law No. 27,506 allows companies currently benefiting from the software development law, to apply for tax benefits under Law No. 27,506, which will be effective from January 1, 2020 to December 31, 2029. The above-mentioned regime was suspended on January 20, 2020 through a resolution issued by Argentina’s Ministry of Productive Development until new rules for the application of the knowledge-based economy promotional regime were issued. On June 25, 2020, the Chamber of Deputies passed changes to the knowledge-based economy promotional regime, which are still pending approval from the Chamber of Senates of Argentina. If the changes are approved, companies that meet new specified criteria shall be entitled to: i) a 60% reduction in the income tax burden over the promoted activities for each fiscal year, applicable to both Argentine source income and foreign source income, ii) stability of the benefits established by the knowledge-based economy promotional regime, iii) a tax credit amounting to 70% (which can be up to 80% in certain specific cases) of the Company’s contribution to the social security regime for personnel whose job is related to the promoted activities (caps on the number of employees could be applicable). The tax credit may be used to offset federal taxes, such as value-added tax and income tax. The Company will analyze whether it will be eligible to benefit under the modified knowledge-based economy promotional regime and its related tax benefits once the modifications are passed by the Congress of Argentina and enacted into law. Fair value option applied to certain financial instruments Under ASC 825, U.S. GAAP provides an option to elect fair value with impact on the statement of income as an alternative measurement for certain financial instruments and other items on the balance sheet. The Company has elected to measure certain financial assets at fair value with impact on the statement of income from January 1, 2019 for several reasons including to avoid the mismatch generated by the recognition of certain linked instruments / transactions, separately, in consolidated statement of income and consolidated statement of other comprehensive income and to better reflect the financial model applied for selected instruments. The Company’s election of the fair value option applies to the: i) Brazilian federal government bonds and ii) U.S. treasury notes. As result of the election of the fair value option, the Company recognized gains in interest income and other financial gains of $ 11,047 thousands and $ 3,722 thousands as of June 30, 2020 and 2019, respectively. Accumulated other comprehensive loss The following table sets forth the Company’s accumulated other comprehensive loss as of June 30, 2020 and December 31, 2019: June 30, December 31, 2020 2019 (In thousands) Accumulated other comprehensive loss: Foreign currency translation $ ( 508,749 ) $ ( 408,099 ) Unrealized gains on investments 1,343 2,029 Unrealized gains (losses) on hedging activities 3,245 ( 250 ) Estimated tax expense on unrealized gains ( 1,200 ) ( 351 ) $ ( 505,361 ) $ ( 406,671 ) The following tables summarize the changes in accumulated balances of other comprehensive loss for the six-months ended June 30, 2020: Unrealized Unrealized Foreign Estimated tax (Losses) Gains on (Losses) Gains on Currency (expense) hedging activities, net Investments Translation benefit Total (In thousands) Balances as of December 31, 2019 $ ( 250 ) $ 2,029 $ ( 408,099 ) $ ( 351 ) $ ( 406,671 ) Other comprehensive income (loss) before reclassifications 7,135 1,343 ( 100,650 ) ( 2,439 ) ( 94,611 ) Amount of loss (gain) reclassified from accumulated other comprehensive loss ( 3,640 ) ( 2,029 ) — 1,590 ( 4,079 ) Net current period other comprehensive income (loss) 3,495 ( 686 ) ( 100,650 ) ( 849 ) ( 98,690 ) Ending balance $ 3,245 $ 1,343 $ ( 508,749 ) $ ( 1,200 ) $ ( 505,361 ) Amount of (Loss) Gain Reclassified from Details about Accumulated Accumulated Other Other Comprehensive Loss Comprehensive Affected Line Item Components Loss in the Statement of Income (In thousands) Unrealized gains on investments $ 2,029 Interest income and other financial gains Unrealized gains on hedging activities 3,640 Cost of net revenues Estimated tax expense on unrealized gains ( 1,590 ) Income tax expense Total reclassifications for the period $ 4,079 Total, net of income taxes Use of estimates The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, accounting for allowances for doubtful accounts and chargeback provisions, allowance for loans receivables, recoverability of goodwill, intangible assets with indefinite useful lives and deferred tax assets, impairment of short-term and long-term investments, impairment of long-lived assets, compensation costs relating to the Company’s long term retention program, fair value of convertible debt, fair value of investments, fair value of derivative instruments, recognition of income taxes and contingencies and determination of the incremental borrowing rate at commencement date of lease operating agreements. Actual results could differ from those estimates. Recently Adopted Accounting Standards On June 16, 2016 the FASB issued the ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of credit losses on financial instruments”. This update amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this update eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however this topic will require that credit losses be presented as an allowance rather than as a write-down. The Company adopted this standard effective January 1, 2020 using a modified retrospective approach transition method, resulting in a decrease of $ 4,570 thousands (net of income tax) to the opening balance of retained earnings. On August 29, 2018 the FASB issued the ASU 2018-15 “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)”. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted On December 18, 2019 the FASB issued the ASU 2019-12 “Income taxes (Topic 740)—Simplifying the accounting for income taxes”. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements. On August 5, 2020 the FASB issued the ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendments in this update address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, accounting models for specific features are removed and amendments to the disclosure requirements are included. For contracts in an entity’s own equity, simplifies the settlement assessment by removing some requirements. Additionally, the amendments in this update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Net Income Per Share [Abstract] | |
Net Income Per Share | 3. Net income per share Basic earnings per share for the Company’s common stock is computed by dividing, net income available to common shareholders attributable to common stock for the period by the weighted average number of common shares outstanding during the period. On June 30, 2014, the Company issued $ 330 million of 2.25 % Convertible Senior Notes due 2019 and on August 24, 2018 and August 31, 2018 the Company issued an aggregate principal amount of $ 880 million of 2.00 % Convertible Senior Notes due 2028 (see Note 11 to these interim condensed consolidated financial statements). Additionally, on March 29, 2019 the Company issued Preferred Stock (see Note 12 to these interim condensed consolidated financial statements). The conversion of these notes and the Preferred Stock are included in the calculation for diluted earnings per share utilizing the “if converted” method. Accordingly, conversion of these Notes and the redeemable convertible preferred stock are 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 six and three-month periods ended June 30, 2020 and 2019 does not include any effect from the 2019 Notes Capped Call Transactions or the 2028 Notes Capped Call Transactions (as defined in Note 11) because it would be antidilutive. In the event of conversion of any or all of the 2028 Notes, the shares that would be delivered to the Company under the Capped Call Transactions (as defined in Note 11) are designed to partially neutralize the dilutive effect of the shares that the Company would issue under the Notes. S ee Note 11 to these interim condensed consolidated financial statements and Note 15 of the financial statements as of December 31, 2019 on Form 10-K for more details. For the six and three-month periods ended June 30, 2020 and 2019 , the effects of the conversion of the Notes and the redeemable convertible preferred stock would have been antidilutive and, as a consequence, they were not factored into the calculation of diluted earnings per share. Net income per share of common stock is as follows for the six and three-month periods ended June 30, 2020 and 2019: Six Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 (In thousands) (In thousands) Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income per common share $ 0.66 $ 0.66 $ 0.45 $ 0.45 $ 1.11 $ 1.11 $ 0.31 $ 0.31 Numerator: Net income $ 34,838 $ 34,838 $ 28,081 $ 28,081 $ 55,947 $ 55,947 $ 16,217 $ 16,217 Amortization of redeemable convertible preferred stock — — ( 5,841 ) ( 5,841 ) — — — — Dividends on preferred stock ( 2,000 ) ( 2,000 ) ( 1,000 ) ( 1,000 ) ( 1,000 ) ( 1,000 ) ( 1,000 ) ( 1,000 ) Net income corresponding to common stock $ 32,838 $ 32,838 $ 21,240 $ 21,240 $ 54,947 $ 54,947 $ 15,217 $ 15,217 Denominator: Weighted average of common stock outstanding for Basic earnings per share 49,709,964 — 47,658,610 — 49,709,973 — 49,318,522 — Adjusted weighted average of common stock outstanding for Diluted earnings per share — 49,709,964 — 47,658,610 — 49,709,973 — 49,318,522 |
Cash, Cash Equivalents, Restric
Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments | 6 Months Ended |
Jun. 30, 2020 | |
Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments [Abstract] | |
Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments | 4. Cash, cash equivalents, restricted cash and cash equivalent and investments The composition of cash, cash equivalents, restricted cash and cash equivalents, short-term and long-term investments is as follows: June 30, December 31, 2020 2019 (In thousands) Cash and cash equivalents $ 1,169,550 $ 1,384,740 Restricted cash and cash equivalents Securitization Transactions $ 51,753 $ 37,424 Sovereign Debt Securities (Secured lines of credit guarantee) — 29,260 Bank account (Argentine Central Bank regulation) 217,158 — Bank collateral account (*) 224,897 — Total restricted cash and cash equivalents $ 493,808 $ 66,684 Total cash, cash equivalents, restricted cash and cash equivalents (**) $ 1,663,358 $ 1,451,424 Short-term investments Time Deposits $ 422,849 $ 189,660 Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee) 530,660 506,175 Sovereign Debt Securities (Secured lines of credit guarantee) — 16,623 Sovereign Debt Securities 1,171,363 884,720 Corporate Debt Securities — 63 Total short-term investments $ 2,124,872 $ 1,597,241 Long-term investments Sovereign Debt Securities $ — $ 260,320 Corporate Debt Securities — 173 Other Investments 5,790 3,490 Total long-term investments $ 5,790 $ 263,983 (*) Cash deposited and owned by the Company under the sole control and dominion of escrow agents as collateral of loans granted to a Brazilian subsidiary with due date in October 2020. (**) Cash, cash equivalents, restricted cash and cash equivalents as reported in the consolidated statements of cash flow. Regulation issued by Argentine Central Bank In January 2020, the Central Bank of Argentina enacted regulations related to payment service providers that applies to Fintech companies that are not financial institutions, but nevertheless provide payment services in at least one of the processes of the payments system. On July 7, 2020, the Central Bank of Argentina approved the registration of the Argentine subsidiary in the registry for payment service providers. These regulations sets forth certain rules that require payment services providers to, among other things, (i) deposit and maintain users’ funds in specific banks’ accounts, payable on demand; (ii) implement a monthly reporting regime with the Central Bank of Argentina; (iii) segregate information related to users’ investments funds; (iv) maintain different bank accounts to segregate the Company’s funds from users’ funds; and (v) introduce clarifications on advertising and documents about the standard terms and conditions of the payment service provider. As of June 30, 2020, in accordance with the regulation, the Company held $ 217,158 thousands in a bank account, payable on demand. Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee) On November 1, 2018, the Company obtained approval from the Central Bank of Brazil to operate as an authorized payment institution. With this authorization, Mercado Pago in Brazil is subject to the supervision of the Central Bank of Brazil and must fully comply with all obligations established by current regulations. Among other obligations, the regulations require authorized payment institutions to hold any electronic balance in a payment institution account in either a specific account of the Central Bank of Brazil that does not pay interest or Brazilian federal government bonds registered with the “Sistema Especial de Liquidacao e Custodia.” 100 % of electronic funds were required to be deposited as of June 30, 2020 and December 31, 2019, respectively. As of June 30, 2020 and December 31, 2019, in accordance with the regulation, the Company held $ 530,660 thousands and $ 506,175 thousands deposited in Brazilian federal government bonds, respectively, as a mandatory guarantee. |
Loans Receivable, Net
Loans Receivable, Net | 6 Months Ended |
Jun. 30, 2020 | |
Loans Receivable, Net [Abstract] | |
Loans Receivable, Net | 5. Loans receivable, net The Company manages loans receivable as “On-line merchant”, “Consumer” and “In-store merchant”. As of June 30, 2020 and December 31, 2019, Loans receivable, net were as follows: June 30, December 31, 2020 2019 (In thousands) On-line merchant $ 91,750 $ 130,102 Consumer 59,815 60,179 In-store merchant 18,469 18,707 Loans receivable 170,034 208,988 Allowance for uncollectible accounts ( 25,831 ) ( 20,444 ) Loans receivable, net $ 144,203 $ 188,544 Current $ 139,148 $ 182,105 Non-current 5,055 6,439 Loans receivable, net $ 144,203 $ 188,544 The credit quality analysis of loans receivable was as follows: June 30, December 31, 2020 2019 (In thousands) 1-30 days past due $ 12,206 $ 20,430 31-60 days past due 3,643 6,916 61-90 days past due 8,526 7,580 Total past due 24,375 34,926 To become due 145,659 174,062 Total $ 170,034 $ 208,988 The following table summarizes the allowance for uncollectible accounts activity during the six-month periods ended June 30, 2020 and 2019: June 30, 2020 2019 (1) (In thousands) Balance at beginning of year $ 20,444 $ 6,636 Adoption of ASC 326 (2) 4,977 - Charged/credited to Net income 34,614 20,000 Charges/Utilized /Currency translation adjustments/Write-offs ( 34,204 ) ( 12,023 ) Balance at end of period $ 25,831 $ 14,613 (1) The comparative information has not been restated and continues to be reported under the accounting standard in effect during 2019. (2) Cumulative pre-tax adjustments recorded to retained earnings as of January 1, 2020 . |
Business Combinations, Goodwill
Business Combinations, Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations, Goodwill and Intangible Assets [Abstract] | |
Business Combinations, Goodwill and Intangible Assets | 6. Business combinations, g oodwill and intangible assets Business combinations Acquisition of a software development company In March 2020, the Company, through its subsidiary Meli Participaciones S.L., completed the acquisition of 100 % of the equity interest of Kiserty S.A. and its subsidiaries, which is a software development company located and organized under the law of Uruguay. 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 was $ 10,899 thousands, measured at its fair value amount, which included: (i) the total cash payment of $ 8,500 thousands at the time of closing; (ii) an escrow of $ 225 thousands and (iii) a contingent additional cash consideration up to $ 2,174 thousands. The Company’s consolidated statement of income includes the results of operations of the acquired business as from March 9, 2020. The net income before intercompany eliminations of the acquired Company included in the Company’s consolidated statement of income since the acquisition amounted to $ 213 thousands for the period ended June 30, 2020. In addition, the Company incurred in certain direct costs of the business combination which were expensed as incurred. 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 initial accounting date. The valuation of identifiable intangible assets acquired reflects Management’s estimates based on the use of established valuation methods. 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 each of the segments identified by the Company’s Management, considering the synergies expected from this acquisition and it is expected that the acquisition will contribute to the earnings generation process of such segments. Goodwill arising from this acquisition is not deductible for tax purposes. The results of operations for periods prior to the acquisitions, individually and in the aggregate, were not material to the Company’s consolidated statements of income and, accordingly, pro forma information has not been presented . Goodwill and intangible assets The composition of goodwill and intangible assets is as follows: June 30, December 31, 2020 2019 (In thousands) Goodwill $ 81,799 $ 87,609 Intangible assets with indefinite lives - Trademarks 7,305 8,366 Amortizable intangible assets - Licenses and others 4,688 5,320 - Non-compete agreement 3,295 2,703 - Customer list 13,514 13,900 - Trademarks 7,180 4,723 Total intangible assets $ 35,982 $ 35,012 Accumulated amortization ( 20,040 ) ( 20,737 ) Total intangible assets, net $ 15,942 $ 14,275 Goodwill The changes in the carrying amount of goodwill for the six-month period ended June 30, 2020 and the year ended December 31, 2019 are as follows: Six Months Ended June 30, 2020 Brazil Argentina Mexico Chile Colombia Other Countries Total (In thousands) Balance, beginning of the period $ 29,072 $ 6,991 $ 32,196 $ 14,872 $ 3,312 $ 1,166 $ 87,609 Business Acquisitions — 3,603 1,062 1,241 1,246 748 7,900 Effect of exchange rates changes ( 6,543 ) — ( 5,371 ) ( 1,306 ) ( 408 ) ( 82 ) ( 13,710 ) Balance, end of the period $ 22,529 $ 10,594 $ 27,887 $ 14,807 $ 4,150 $ 1,832 $ 81,799 Year Ended December 31, 2019 Brazil Argentina Mexico Chile Colombia Other Countries Total (In thousands) Balance, beginning of the year $ 30,069 $ 6,946 $ 31,340 $ 16,014 $ 3,339 $ 1,175 $ 88,883 Purchase price allocations adjustments — 45 — — — — 45 Effect of exchange rates changes ( 997 ) — 856 ( 1,142 ) ( 27 ) ( 9 ) ( 1,319 ) Balance, end of the year $ 29,072 $ 6,991 $ 32,196 $ 14,872 $ 3,312 $ 1,166 $ 87,609 Intangible assets with definite useful life Intangible assets with definite useful life are comprised of customer lists, non-compete and non-solicitation agreements, acquired software licenses, and other acquired intangible assets including developed technologies and trademarks. Aggregate amortization expense for intangible assets totaled $ 1,711 thousands and $ 919 thousands for the three-month periods ended June 30, 2020 and 2019, respectively, while aggregate amortization expense for intangible assets for the six-month periods ended June 30, 2020 and 2019 amounted to $ 2,519 thousands and $ 2,149 thousands, respectively. The following table summarizes the remaining amortization of intangible assets (in thousands of U.S. dollars) with definite useful life as of June 30, 2020 : For year ended 12/31/2020 $ 2,344 For year ended 12/31/2021 3,610 For year ended 12/31/2022 1,453 For year ended 12/31/2023 871 Thereafter 359 $ 8,637 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | 7. Segment reporting Reporting segments are based upon the Company’s internal organizational structure, the manner in which the Company’s operations are managed and resources are assigned, the criteria used by Management to evaluate the Company’s performance, the availability of separate financial information and overall materiality considerations. Segment reporting is based on geography as the main basis of segment breakdown in accordance with the criteria, as determined by Management, used to evaluate the Company’s performance. The Company’s segments include Brazil, Argentina, Mexico and other countries (which includes Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Honduras, Nicaragua, El Salvador, Bolivia, Guatemala, Panama, Paraguay, Peru, Uruguay and the United States of America). Direct contribution consists of net revenues from external customers less direct costs, which include costs of net revenues, product and technology development expenses, sales and marketing expenses and general and administrative expenses over which segment managers have direct discretionary control, such as advertising and marketing programs, customer support expenses, allowances for doubtful accounts, payroll and third-party fees. All corporate related costs have been excluded from the Company’s direct contribution. Expenses over which segment managers do not currently have discretionary control, such as certain technology and general and administrative costs are monitored by Management through shared cost centers and are not evaluated in the measurement of segment performance. The Company has re-named and grouped by nature its Revenue streams breakdown, given the increasing importance of its financial business in current and expected future revenue composition, which Management considers shows more meaningful information about the business. As such, the breakdown by revenue stream previously labeled as “Enhanced Marketplace” and “Non-marketplace”, is now presented under the titles of “Commerce” and “Fintech”, respectively. Also, as a result, a group of other services, including classifieds fees, ad sales and other ancillary services, which had historically been included in the “Non-marketplace” line, have, as of January 1, 2020, been included as a part of the “Commerce” revenue stream. Prior-period corresponding figures have been changed accordingly for comparative purposes. The following tables summarize the financial performance of the Company’s reporting segments: Six Months Ended June 30, 2020 Brazil Argentina Mexico Other Countries Total (In thousands) Net revenues $ 862,745 $ 372,079 $ 220,703 $ 74,933 $ 1,530,460 Direct costs ( 647,382 ) ( 272,433 ) ( 225,315 ) ( 62,547 ) ( 1,207,677 ) Direct contribution 215,363 99,646 ( 4,612 ) 12,386 322,783 Operating expenses and indirect costs of net revenues ( 253,039 ) Income from operations 69,744 Other income (expenses): Interest income and other financial gains 55,566 Interest expense and other financial losses ( 50,561 ) Foreign currency losses ( 2,089 ) Net income before income tax expense $ 72,660 Six Months Ended June 30, 2019 Brazil Argentina Mexico Other Countries Total (In thousands) Net revenues $ 643,242 $ 207,689 $ 118,944 $ 49,137 $ 1,019,012 Direct costs ( 501,260 ) ( 151,401 ) ( 150,801 ) ( 44,888 ) ( 848,350 ) Direct contribution 141,982 56,288 ( 31,857 ) 4,249 170,662 Operating expenses and indirect costs of net revenues ( 173,011 ) Loss from operations ( 2,349 ) Other income (expenses): Interest income and other financial gains 58,128 Interest expense and other financial losses ( 30,238 ) Foreign currency losses ( 2,886 ) Net income before income tax gain $ 22,655 Three Months Ended June 30, 2020 Brazil Argentina Mexico Other Countries Total (In thousands) Net revenues $ 465,298 $ 239,204 $ 125,950 $ 47,917 $ 878,369 Direct costs ( 324,754 ) ( 171,408 ) ( 110,553 ) ( 34,943 ) ( 641,658 ) Direct contribution 140,544 67,796 15,397 12,974 236,711 Operating expenses and indirect costs of net revenues ( 137,273 ) Income from operations 99,438 Other income (expenses): Interest income and other financial gains 18,782 Interest expense and other financial losses ( 26,977 ) Foreign currency losses ( 1,903 ) Net income before income tax expense $ 89,340 Three Months Ended June 30, 2019 Brazil Argentina Mexico Other Countries Total (In thousands) Net revenues $ 340,858 $ 113,913 $ 64,383 $ 26,088 $ 545,242 Direct costs ( 275,917 ) ( 83,909 ) ( 85,216 ) ( 24,441 ) ( 469,483 ) Direct contribution 64,941 30,004 ( 20,833 ) 1,647 75,759 Operating expenses and indirect costs of net revenues ( 88,247 ) Loss from operations ( 12,488 ) Other income (expenses): Interest income and other financial gains 33,684 Interest expense and other financial losses ( 14,679 ) Foreign currency gains 783 Net income before income tax expense $ 7,300 The following table summarizes the allocation of property and equipment, net based on geography: June 30, December 31, 2020 2019 (In thousands) US property and equipment, net $ 649 $ 937 Other countries Argentina 112,904 100,536 Brazil 99,162 103,571 Mexico 36,215 30,131 Other countries 14,111 9,082 $ 262,392 $ 243,320 Total property and equipment, net $ 263,041 $ 244,257 The following table summarizes the allocation of the goodwill and intangible assets based on geography: June 30, December 31, 2020 2019 (In thousands) Other countries goodwill and intangible assets Argentina $ 13,879 $ 8,632 Brazil 23,329 30,142 Mexico 31,190 36,003 Chile 22,070 22,237 Other countries 7,273 4,870 Total goodwill and intangible assets $ 97,741 $ 101,884 Consolidated net revenues by similar products and services for the six and three-month periods ended June 30, 2020 and 2019 were as follows: Six Months Ended June 30, Three months Ended June 30, Consolidated Net Revenues 2020 2019 2020 2019 (In thousands) (In thousands) Commerce (*) $ 962,413 $ 610,821 $ 581,703 $ 324,016 Fintech 568,047 408,191 296,666 221,226 Total $ 1,530,460 $ 1,019,012 $ 878,369 $ 545,242 (*) Includes marketplace fees, shipping fees, ad sales, classified fees and other ancillary services. |
Fair Value Measurement of Asset
Fair Value Measurement of Assets and Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Measurement of Assets and Liabilities [Abstract] | |
Fair Value Measurement of Assets and Liabilities | 8. Fair value measurement of assets and liabilities The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019: Quoted Prices in Quoted Prices in Balances as of active markets for Significant other Unobservable Balances as of active markets for Significant other Unobservable June 30, identical Assets observable inputs inputs December 31, identical Assets observable inputs inputs Description 2020 (Level 1) (Level 2) (Level 3) 2019 (Level 1) (Level 2) (Level 3) (In thousands) Assets Cash and Cash Equivalents: Money Market Funds $ 526,204 $ 526,204 $ — $ — $ 688,760 $ 688,760 $ — $ — Sovereign Debt Securities 16,698 16,698 — — 32,874 32,874 — — Restricted Cash and cash equivalents: Money Market Funds 36,616 36,616 — — 32,829 32,829 — — Sovereign Debt Securities — — — — 29,260 29,260 — — Investments: Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee) 530,660 530,660 — — 506,175 506,175 — — Sovereign Debt Securities 1,171,363 1,171,363 — — 1,161,663 1,161,663 — — Corporate Debt Securities — — — — 236 178 58 — Other Assets: Derivative Instruments 16,443 — — 16,443 1,249 — — 1,249 Total Financial Assets $ 2,297,984 $ 2,281,541 $ — $ 16,443 $ 2,453,046 $ 2,451,739 $ 58 $ 1,249 Liabilities: Contingent considerations $ 4,506 $ — $ — $ 4,506 $ 2,201 $ — $ — $ 2,201 Long-term retention program 68,298 — 68,298 — 60,958 — 60,958 — Derivative Instruments 984 — — 984 251 — — 251 Total Financial Liabilities $ 73,788 $ — $ 68,298 $ 5,490 $ 63,410 $ — $ 60,958 $ 2,452 As of June 30, 2020 and December 31, 2019, 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); ii) Level 2 inputs: obtained from readily-available pricing sources for comparable instruments as well as instruments with inactive markets at the measurement date; and iii) Level 3 inputs: valuations based on unobservable inputs reflecting Company assumptions. Fair value of derivative instruments are determined considering the prevailing risk free interest rate and spot exchange rate. As of June 30, 2020 and December 31, 2019 , the Company ’s liabilities were valued at fair value using Level 2 inputs and Level 3 inputs (valuations based on unobservable inputs reflecting Company 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. Fair value of derivative instruments are determined considering the prevailing risk free interest rate and spot exchange rate. The unrealized net gains or losses on short-term and long-term investments for which the Company has not elected the fair value option are reported as a component of other comprehensive (loss) income. The Company does not anticipate any significant realized losses associated with those investments in excess of the Company’s historical cost. As of June 30, 2020 and December 31, 2019, the carrying value of the Company’s financial assets and liabilities measured at amortized cost approximated their fair value mainly because of their short-term maturity. These assets and liabilities included cash, cash equivalents, restricted cash and cash equivalents and short-term investments (excluding money markets funds and debt securities), accounts receivable, credit cards receivable and other means of payment, loans receivable, funds payable to customers, other assets (excluding derivative instruments), accounts payable, salaries and social security payable (excluding variable LTRP), taxes payable, provisions and other liabilities (excluding contingent considerations and derivative instruments) . As of June 30, 2020 and December 31, 2019, the estimated fair value of the 2028 Notes (liability component), which is based on Level 2 inputs, is $ 660,931 thousands and $ 686,366 thousands, respectively, and were determined based on market interest rates. The rest of the loans payable and other financial liabilities approximate their fair value because the effective interest rates are not materially different from market interest rates. The following table summarizes the fair value level for those financial assets and liabilities of the Company measured at amortized cost as of June 30, 2020 and December 31, 2019: Balances as of Significant other Balances as of Significant other June 30, observable inputs December 31, observable inputs 2020 (Level 2) 2019 (Level 2) (In thousands) Assets Time Deposits $ 422,849 $ 422,849 $ 189,660 $ 189,660 Accounts receivable 42,423 42,423 35,446 35,446 Credit Cards receivable and other means of payment, net 646,739 646,739 379,969 379,969 Loans receivable, net 144,203 144,203 188,544 188,544 Other assets 129,196 129,196 149,218 149,218 Total Assets $ 1,385,410 $ 1,385,410 $ 942,837 $ 942,837 Liabilities Accounts payable and accrued expenses $ 417,759 $ 417,759 $ 372,309 $ 372,309 Funds payable to customers 1,324,605 1,324,605 894,057 894,057 Salaries and social security payable 71,925 71,925 67,686 67,686 Taxes payable 141,226 141,226 60,247 60,247 Loans payable and other financial liabilities (*) 1,202,582 1,274,558 817,491 927,903 Other liabilities 54,784 54,784 124,644 124,644 Total Liabilities $ 3,212,881 $ 3,284,857 $ 2,336,434 $ 2,446,846 (*) The fair value of the 2028 Notes (including the equity component) is disclosed in Note 11. As of June 30, 2020 and December 31, 2019 , the Company held no direct investments in auction rate securities and does no t have any non-financial assets or liabilities measured at fair value. As of June 30, 2020 and December 31, 2019 , the fair value of money market funds, sovereign and corporate debt securities classified as available for sale securities are as follows: June 30, 2020 Cost Gross Unrealized Gains (1) Financial Gains Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 526,204 $ — $ — $ 526,204 Sovereign Debt Securities 16,673 — 25 16,698 Total Cash and cash equivalents $ 542,877 $ — $ 25 $ 542,902 Restricted cash and cash equivalents Money Market Funds $ 36,616 $ — $ — $ 36,616 Total Restricted cash and cash equivalents $ 36,616 $ — $ — $ 36,616 Short-term investments Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee) (2) $ 527,098 $ — $ 3,562 $ 530,660 Sovereign Debt Securities (3) 1,162,560 1,343 7,460 1,171,363 Total Short-term investments $ 1,689,658 $ 1,343 $ 11,022 $ 1,702,023 Total $ 2,269,151 $ 1,343 $ 11,047 $ 2,281,541 (1) Unrealized gains 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 credit losses based on the evaluation of available evidence including the credit rating of the investments, as of June 30, 2020. (2) Brazilian government bonds measured at fair value with impact on the consolidated statement of income for the application of the fair value option. (See Note 2 – Fair value option applied to certain financial instruments.) (3) Includes $ 820,088 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option (See Note 2 – Fair value option applied to certain financial instruments) . December 31, 2019 Cost Gross Unrealized Gains (1) Financial Gains Financial Losses Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 688,760 $ — $ — $ — $ 688,760 Sovereign Debt Securities 32,851 — 23 — 32,874 Total Cash and cash equivalents $ 721,611 $ — $ 23 $ — $ 721,634 Restricted Cash and cash equivalents Money Market Funds $ 32,829 $ — $ — $ — $ 32,829 Sovereign Debt Securities (2) 29,227 — 33 — 29,260 Total Restricted Cash and cash equivalents $ 62,056 $ — $ 33 $ — $ 62,089 Short-term investments Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee)(3) $ 504,195 $ — $ 1,980 $ — $ 506,175 Sovereign Debt Securities (4) 898,922 2,080 400 ( 59 ) 901,343 Corporate Debt Securities 63 — — — 63 Total Short-term investments $ 1,403,180 $ 2,080 $ 2,380 $ ( 59 ) $ 1,407,581 Long-term investments Sovereign Debt Securities (5) $ 260,400 $ 2 $ 1 $ ( 83 ) $ 260,320 Corporate Debt Securities 170 3 — — 173 Total Long-term investments $ 260,570 $ 5 $ 1 $ ( 83 ) $ 260,493 Total $ 2,447,417 $ 2,085 $ 2,437 $ ( 142 ) $ 2,451,797 (1) Unrealized gains 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, 2019. (2) Held by the Company’s Argentine subsidiary in guarantee for secured lines of credit. (See Note 11 – Loans payable and other financial liabilities.) (3) Brazilian government bonds measured at fair value with impact on the consolidated statement of income for the application of the fair value option. (See Note 2 – Investments - Fair value option applied to certain financial instruments.) (4) Includes $ 627,842 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option (See Note 2 – Investments - Fair value option applied to certain financial instruments.) and $ 16,623 thousands held by the Company’s Argentine subsidiary in guarantee for secured lines of credit. (See Note 11 – Loans payable and other financial liabilities.) (5) Includes $ 260,230 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option. (See Note 2 –Investments - Fair value option applied to certain financial instruments.) The material portion of the Sovereign Debt Securities consists of U.S. Treasury Notes, which carry no significant risk. As of June 30, 2020 , the estimated fair values (in thousands of U.S. dollars) of money market funds and sovereign debt securities classified by their effective maturities are as follows: One year or less 2,281,541 Total $ 2,281,541 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. 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. Proceeding-related liabilities are based on developments to date and historical information related to actions filed against the Company. As of June 30, 2020 , the Company had accounted for estimated liabilities involving proceeding-related contingencies and other estimated contingencies of $ 7,485 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 June 30, 2020, 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 estimated aggregate amount up to $ 18,944 thousands. No loss amounts have been accrued for such reasonably possible legal actions. Brazilian preliminary injunction against the Brazilian tax authorities On November 6, 2014, the Brazilian subsidiaries Mercadolivre.com Atividades de Internet Ltda., Ebazar.com.br Ltda, Mercado Pago.com Representações Ltda. and Mercado Libre S.R.L. filed a writ of mandamus and requested a preliminary injunction with the Federal Court of Osasco against the federal tax authority to avoid the IR (income tax) withholding over payments remitted by the Brazilian subsidiaries to the Argentine subsidiary, MercadoLibre S.R.L., for the provision of IT support and assistance services by the latter, and requested reimbursement of the amounts improperly withheld over the course of the preceding five (5) years. The preliminary injunction was granted on the grounds that such withholding violated the convention signed between Brazil and Argentina that prevents double taxation. In August 2015, the injunction was revoked by the first instance judge in an award favorable to the federal tax authority. The Company appealed the decision and deposited with the court the disputed amounts. As of June 30, 2020 the total amount of the deposits were $ 42,935 thousands (which includes $ 4,249 thousands of interest) included in non-current other assets of the consolidated balance sheet. In June 2020, the Company’s appeal was dismissed. The Company made a new filing before the same court in July 2020 and plans to appeal the case to the superior courts. Management’s opinion, based on the opinion of external legal counsel, is that the Company’s position is more likely than not to succeed in court based on the technical merits of the tax position. For that reason, the Company has not recorded any expense or liability for the disputed amounts. Other third parties have from time to time claimed, and others may claim in the future, that the Company was responsible for fraud committed against them, or that the Company has infringed their intellectual property rights. The underlying laws with respect to the potential liability of online intermediaries like the Company are unclear in the jurisdictions where the Company operates. Management believes that additional lawsuits alleging that the Company has violated copyright or trademark laws will be filed against the Company in the future. Intellectual property and regulatory claims, whether meritorious or not, are time consuming and costly to resolve, require significant amounts of management time, could require expensive changes in the Company’s methods of doing business, or could require the Company to enter into costly royalty or licensing agreements. The Company may be subject to patent disputes, and be subject to patent infringement claims as the Company’s services expand in scope and complexity. In particular, the Company may face additional patent infringement claims involving various aspects of the payments businesses. From time to time, the Company is involved in other disputes or regulatory inquiries that arise in the ordinary course of business. The number and significance of these disputes and inquiries are increasing as the Company’s business expands and the Company grows larger. Buyer protection program The Company provides consumers with a buyer protection program (“BPP”) for all transactions completed through the Company’s online payment solution (“Mercado Pago”). This program is designed to protect buyers in the Marketplace from losses due primarily to fraud or counterparty non-performance. The Company’s BPP provides protection to consumers by reimbursing them for the total value of a purchased item and the value of any shipping service paid if it does not arrive or does not match the seller’s description. The Company is entitled to recover from the third-party carrier companies performing the shipping service certain amounts paid under the BPP. Furthermore, in some specific circumstances (i.e. Black Friday, Hot Sale), the Company enters into insurance contracts with third-party insurance companies in order to cover contingencies that may arise from the BPP. The maximum potential exposure under this program is estimated to be the volume of payments on the Marketplace, for which claims may be made under the terms and conditions of the Company’s BPP. Based on historical losses to date, the Company does not believe that the maximum potential exposure is representative of the actual potential exposure. The Company records a liability with respect to losses under this program when they are probable and the amount can be reasonably estimated. As of June 30, 2020 and December 31, 2019, Management’s estimate of the maximum potential exposure related to the Company’s buyer protection program is $ 2,028,711 thousands and $ 1,365,815 thousands, respectively, for which the Company recorded an allowance of $ 5,916 thousands and $ 3,808 thousands , respectively. Commitments The Company entered into a purchase commitment with two U.S. suppliers in relation to the purchase of cloud platform services as follows: a) for a total amount of $ 240,500 thousands to be fully paid off between June 1, 2020 and May 31, 2024; and b) for a total amount of $ 30,000 thousands to be fully paid off between November 24, 2019 and March 23, 2023. As of June 30, 2020, the Company paid $ 1,864 thousands in relation thereto. |
Long Term Retention Program
Long Term Retention Program | 6 Months Ended |
Jun. 30, 2020 | |
Long Term Retention Program [Abstract] | |
Long Term Retention Program | 10. Long term retention program (“LTRP”) The following table summarizes the 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019 and 2020 long term retention program accrued compensation expense for the six and three-month periods ended June 30, 2020 and 2019, which are payable in cash according to the decisions made by the Board of Directors: Six Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 (In thousands) (In thousands) LTRP 2011 — 26 — ( 29 ) LTRP 2012 69 1,416 — 857 LTRP 2013 — 97 — ( 96 ) LTRP 2014 125 2,823 ( 1 ) 1,603 LTRP 2015 4,885 4,862 3,613 2,880 LTRP 2016 10,055 7,607 7,620 4,569 LTRP 2017 10,560 6,976 7,854 4,163 LTRP 2018 5,363 3,323 3,807 1,868 LTRP 2019 10,320 5,078 6,657 2,952 LTRP 2020 10,530 — 6,693 — Total LTRP $ 51,907 $ 32,208 $ 36,243 $ 18,767 |
Loans Payable And Other Financi
Loans Payable And Other Financial Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Loans Payable And Other Financial Liabilities [Abstract] | |
Loans Payable And Other Financial Liabilities | 11. Loans payable and other financial liabilities The following table summarizes the Company’s Loans payable and other financial liabilities as of June 30, 2020 and December 31, 2019: Book value as of Type of instrument Currency Interest Weighted Average Interest Rate Maturity June 30, 2020 December 31, 2019 (In thousands) Current loans payable and other financial liabilities: Loans from banks Chilean Subsidiary Chilean Pesos Fixed 2.09 % July 2020 $ 54,261 $ 38,780 Brazilian Subsidiary Brazilian Reais Variable CDI + 3.35 % March 2021 66,826 - Brazilian Subsidiary Brazilian Reais Variable CDI + 2.30 % September 2020 37,072 - Brazilian Subsidiary Brazilian Reais Variable CDI + 3.90 % October 2020 5,552 - Brazilian Subsidiary Brazilian Reais Variable CDI + 3.25 % May 2021 40,532 - Brazilian Subsidiary Brazilian Reais Variable CDI + 2.9 % December 2020 9,159 - Mexican Mexican Peso Variable TIIE + 2.55 % October 2020 15,884 - Argentine Subsidiary Argentine Pesos Fixed 32.50 % November 2020 14,360 - Uruguayan Subsidiary Uruguayan Pesos Fixed 9.39 % July- August 2020 13,321 - Secured lines of credit Argentine Subsidiary Argentine Pesos - - % - - 49,499 Brazilian Subsidiary (*) Brazilian Reais Variable CDI + 1.00 % October 2020 102,927 - Brazilian Subsidiary (*) Brazilian Reais Variable CDI + 1.50 % October 2020 99,171 - Unsecured lines of credit Uruguayan Subsidiary Uruguayan Pesos Fixed 9.88 % July 2020 18,736 16,435 Argentine Subsidiary Argentine Pesos Fixed 27.67 % July 2020 36,221 9,645 Chilean Subsidiary Chilean Pesos Variable 1.47 % July 2020 2,607 1,951 Convertible notes 6,649 6,649 Finance lease obligations 1,832 2,008 Credit card collateralized debt 20,028 17,309 Collateralized debt 45,875 43,862 Other lines of credit 670 - $ 591,683 $ 186,138 Non Current loans payable and other financial liabilities: Convertible notes 582,306 569,305 Finance lease obligations 5,804 7,368 Collateralized debt 22,789 54,680 $ 610,899 $ 631,353 (*) Under the terms of the loans agreements, the Company transferred cash to deposit accounts owned by the Company but under the sole control and dominion of escrow agents as collaterals. These collaterals are shown in Restricted cash and cash equivalents of the consolidated balance sheet. See Notes 13 and 14 to these interim condensed consolidated financial statements for details regarding the Company’s collateralized debt securitization transactions and finance lease obligations, respectively. Convertible Senior Notes 2.00% Convertible Senior Notes Due 2028 On August 24, 2018, the Company issued $ 800,000 thousands of 2.00 % Convertible Senior Notes due 2028 and issued an additional $ 80,000 thousand of notes on August 31, 2018 pursuant to the partial exercise of the initial purchasers’ option to purchase such additional notes, for an aggregate principal amount of $ 880,000 thousands of 2.00 % Convertible Senior Notes due 2028 (collectively, the “2028 Notes”). The 2028 Notes are unsecured, unsubordinated obligations of the Company, which pay interest in cash semi-annually, on February 15 and August 15 of each year, at a rate of 2.00 % per annum. The 2028 Notes will mature on August 15, 2028 unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. The 2028 Notes may be converted, under specific conditions, based on an initial conversion rate of 2.2553 shares of common stock per $ 1,000 principal amount of the 2028 Notes (equivalent to an initial conversion price of $ 443.40 per share of common stock), subject to adjustment as described in the indenture governing the 2028 Notes. For additional information regarding the 2028 Notes please refer to Note 2 and Note 15 to the audited consolidated financial statements for the year ended December 31, 2019, contained in the Company’s Annual Report on Form 10-K filed with the SEC. During the six-month period ended June 30, 2020, one Note was converted, for a total amount of $ 1 thousands. Additionally, d uring the second quarter of 2020, the conversion threshold was met and the Notes become convertible between July 1, 2020 and September 30, 2020. From July 1, 2020 to the date of issuance of these interim condensed consolidated financial statements, the Company received one additional request for conversion. 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. In connection with the issuance of the 2028 Notes, the Company paid $ 91,784 thousands, $ 11,472 thousands, $ 88,362 thousands and $ 104,095 thousands (including transaction expenses) in August 2018, November 2018, June 2019 and June 2020, respectively, to enter into capped call transactions with respect to shares of the common stock with certain financial institutions (the “2028 Notes Capped Call Transactions”). In addition, the Company paid $ 8,005 thousands in November 2019 to amend the strike and cap prices of the capped call transaction purchased in November 2018. The 2028 Notes Capped Call Transactions are expected generally to reduce the potential dilution upon conversion of the 2028 Notes in the event that the market price of the Company’s common stock is greater than the strike price of the 2028 Notes Capped Call Transactions. The cost of the 2028 Notes Capped Call Transactions is included as a net reduction to additional paid-in capital in the stockholders’ equity section of the consolidated balance sheets. The total estimated fair value of the 2028 Notes was $ 2,017,169 thousands and $ 1,338,014 thousands as of June 30, 2020 and December 31, 2019, respectively. The fair value was determined based on the closing trading price per $ 100 principal amount of the 2028 Notes as of the last day of trading for the period. The Company considered the fair value of the 2028 Notes as of June 30, 2020 and December 31, 2019 to be a Level 2 measurement. The fair value of the 2028 Notes is primarily affected by the trading price of the Company’s common stock and market interest rates. Based on the $ 985.77 closing price of the Company’s common stock on June 30, 2020 , the if-converted value of the 2028 Notes exceeded their principal amount by $ 1,076,421 thousands. The following table presents the carrying amounts of the liability and equity components related to the 2028 Notes as of June 30, 2020 and December 31, 2019 : June 30, 2020 December 31, 2019 (In thousands) Amount of the equity component (1) $ 327,305 $ 327,305 2.00 % Convertible Senior Notes due 2028 $ 879,999 $ 880,000 Unamortized debt discount (2) ( 288,500 ) ( 301,227 ) Unamortized transaction costs related to the debt component ( 9,193 ) ( 9,468 ) Contractual coupon interest accrual 32,609 23,809 Contractual coupon interest payment ( 25,960 ) ( 17,160 ) Net carrying amount $ 588,955 $ 575,954 (1) Net of $ 6,163 thousands of transaction costs related to the equity component of the 2028 Notes. (2) As of June 30, 2020 , the remaining period over which the unamortized debt discount will be amortized is 8.2 years. The following table presents the interest expense for the contractual interest, the accretion of debt discount and the amortization of debt issuance costs: Six month periods ended June 30, Three month periods ended June 30, 2020 2019 2020 2019 (In thousands) (In thousands) Contractual coupon interest expense $ 8,800 $ 9,142 $ 4,400 $ 4,400 Amortization of debt discount 12,727 12,285 6,420 5,968 Amortization of debt issuance costs 275 239 140 117 Total interest expense related to the 2028 Notes $ 21,802 $ 21,666 $ 10,960 $ 10,485 |
Equity Offerings
Equity Offerings | 6 Months Ended |
Jun. 30, 2020 | |
Equity Offerings [Abstract] | |
Equity Offerings | 12. Equity Offerings On March 15, 2019, the Company closed a public equity offering of approximately $ 1,150,000 thousands of common stock at a public offering price of $ 480 per share (the “Offering”). Pursuant to the Offering, the Company issued 2,395,834 shares of common stock, par value $ 0.001 per share (the “Common Stock”) which includes the exercise in full of the underwriters’ option to purchase $ 150 million of additional shares of common stock. In addition, on March 15, 2019 the Company closed its $ 750,000 thousands concurrent private placement of common stock to PayPal, Inc (“PayPal”). PayPal purchased 1,719,790 shares of Common Stock at a price of $ 436.10 per share. On March 29, 2019, in a separate private placement, an affiliate of Dragoneer Investment Group purchased 100,000 shares of perpetual convertible preferred stock designated as Series A Perpetual Preferred Stock, par value $ 0.001 per share (the “Preferred Stock”) of the Company for $ 100,000 thousands in the aggregate. The Preferred Stock is a class of equity security that ranks senior to the Common Stock with respect to dividend rights or rights upon liquidation. Each share of Preferred Stock has a stated value of $ 1,000 , is entitled to a cash dividend of 4 % per annum, and is convertible into shares of the Company’s Common Stock at an initial conversion price of $ 479.71 (subject to adjustment). The Company may require the conversion of any or all of the Preferred Stock beginning on March 29, 2023 if certain conditions set forth in the Certificate of Designation are met. The Company may redeem any or all of the Preferred Stock for cash, shares of its Common Stock or a combination thereof (at its election, subject to certain conditions) at any time beginning on March 29, 2026 for a percentage of the stated value of each share of Preferred Stock, plus any accrued and unpaid dividends at such time. On March 15, 2026, September 15, 2026 and March 15, 2027, the holders of the Preferred Stock shall have the right to redeem all of the outstanding shares of Preferred Stock for cash, shares of the Company’s Common Stock or a combination thereof (at the Company’s election, subject to certain conditions) to be determined by the formula set forth in the Certificate of Designation. Upon the occurrence of a change of control, the holders will have the right to redeem their shares of Preferred Stock for cash at a price set forth in the Certificate of Designation. The holders of the Preferred Stock have the right to vote on matters submitted to a vote of the holders of Common Stock on an as-converted basis unless required by applicable law. In the aggregate, the Company raised funds in the amount of $ 1,965,903 thousands net of issuance costs paid in the amount of $ 34,097 thousands. |
Securitization Transactions
Securitization Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Securitization Transactions [Abstract] | |
Securitization Transactions | 13. Securitization Transactions The process of securitization consists of the issuance of securities collateralized by a pool of assets through a special purpose entity, often under a VIE. The Company securitizes financial assets associated with its credit cards and loans receivable portfolio. The Company’s securitization transactions typically involve the legal transfer of financial assets to bankruptcy remote special purpose entities (“SPEs”) or the acquisition of loans receivable portfolios through SPEs. The Company generally retains economic interests in the collateralized securitization transactions, which are retained in the form of subordinated interests. For accounting purposes, the Company is precluded from recording the transfers of assets in securitization transactions as sales or is required to consolidate the SPE. Additionally, the Company securitizes certain credit cards receivable related to user’s purchases through Argentine SPEs. According to the SPE contracts, the Company has determined that it has no obligation to absorb losses or the right to receive benefits of the SPE that could be significant because it does not retain any equity certificate of participation or subordinated interest in the SPEs. As the Company does not control the vehicle, its assets, liabilities, and related results are not consolidated in the Company’s financial statements. The Company securitizes certain loans receivable through Brazilian, Argentine and Mexican SPEs, formed to securitize loans receivable provided by the Company to its users or purchased from financial institutions that grant loans to the Company’s users through Mercado Pago. According to the SPE contracts, the Company has determined that it has both the power to direct the activities of the entity that most significantly impact the entity’s performance and the obligation to absorb losses or the right to receive benefits of the entity that could be significant because it retains the equity certificates of participation, and would therefore also be consolidated. When the Company controls the vehicle, it accounts the securitization transactions as if they were secured financing and therefore the assets, liabilities, and related results are consolidated in its financial statements. As of June 30, 2020, the carrying value of the Brazilian collateralized debt was $ 44,036 thousands, composed by: 1) $ 10,092 thousands bearing interest at a rate of Brazilian DI plus 3.5 % per annum for a term of 36 months, due in June 2021 and 2) $ 33,944 thousands bearing interest at a rate of Brazilian DI plus 3.25 % per annum for a term of 30 months, due in May 2021. The carrying value of the Argentine collateralized debt was $ 1,666 thousands bearing interest at a variable rate equivalent to the BADLAR rate plus 200 basis points with a minimum 40 % and a maximum 50 % nominal rate per annum for a term of 9 months, due in August 2020. The carrying value of the Mexican collateralized debt was $ 22,962 thousands bearing interest at a variable rate equivalent to the equilibrium interbank interest rate published by Banco de Mexico in the Diario Oficial plus 3.34 % per annum for term of 36 months, due in November 2022. This secured debt is issued by the SPEs and includes collateralized securities used to fund Mercado Credito business. The third-party investors in the securitization transactions have legal recourse only to the assets securing the debt and do not have recourse to the Company. Additionally, the cash flows generated by the SPEs are restricted to the payment of amounts due to third-party investors, but the Company retains the right to residual cash flows. The assets and liabilities of the SPEs are included in the Company’s interim condensed consolidated financial statements as of June 30, 2020 and December 31, 2019 as follows: June 30, December 31, 2020 2019 Assets (In thousands) Current assets: Restricted cash and cash equivalents $ 51,753 $ 37,424 Loans receivable, net 51,294 104,419 Total current assets 103,047 141,843 Non-current assets: Loans receivable, net 2,651 4,395 Total non-current assets 2,651 4,395 Total assets $ 105,698 $ 146,238 Liabilities Current liabilities: Accounts payable and accrued expenses $ 67 $ 128 Loans payable and other financial liabilities 45,875 43,862 Total current liabilities 45,942 43,990 Non-current liabilities: Loans payable and other financial liabilities 22,789 54,680 Total non-current liabilities 22,789 54,680 Total liabilities $ 68,731 $ 98,670 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 14. Leases The Company leases certain fulfillment centers, office space and vehicles in the various countries in which it operates. The lease agreements do not contain any residual value guarantees or material restrictive covenants. Supplemental balance sheet information related to leases was as follows (in thousands): June 30, December 31, 2020 2019 Operating Leases Operating lease right-of-use assets $ 186,851 $ 200,449 Operating lease liabilities $ 193,702 $ 199,932 Finance Leases Property and equipment, at cost 11,657 10,952 Accumulated depreciation ( 2,703 ) ( 1,563 ) Property and equipment, net $ 8,954 $ 9,389 Loans payable and other financial liabilities $ 7,636 $ 9,376 The following table summarizes the weighted average remaining lease term and the weighted average incremental borrowing rate for operating leases and the weighted average discount rate for finance leases at June 30, 2020: Weighted average remaining lease term Operating leases 8 Years Finance leases 3 Years Weighted average discount rate (*) Operating leases 13 % Finance leases 17 % (*) Includes discount rates of leases in local currency and U.S dollar . The components of lease expense were as follows (in thousands): Six months ended June 30, 2020 2019 Operating lease cost $ 18,721 $ 13,874 Finance lease cost: Depreciation of property and equipment 1,030 584 Interest on lease liabilities 896 489 Total finance lease cost $ 1,926 $ 1,073 Supplemental cash flow information related to leases was as follows (in thousands): Six months ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 17,540 $ 10,219 Financing cash flows from finance leases 1,064 889 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 28,823 $ 43,018 Finance leases 790 3,355 The following table summarizes the fixed, future minimum rental payments, excluding variable costs, which are discounted by the Company’s incremental borrowing rates to calculate the lease liabilities for the operating and finance leases (in thousands): Period Ending June 30, 2020 Operating Leases Finance Leases One year or less $ 39,493 $ 3,037 One year to two years 38,056 3,037 Two years to three years 35,417 2,925 Three years to four years 33,951 1,564 Four years to five years 30,656 283 Thereafter 106,594 — Total lease payments $ 284,167 $ 10,846 Less imputed interest ( 90,465 ) ( 3,210 ) Total $ 193,702 $ 7,636 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments [Abstract] | |
Derivative Instruments | 15. Derivative instruments The Company designates certain derivatives as hedges of particular risks associated with forecasted purchases. These transactions, mainly currency forward contracts, are classified as cash flow hedges. As of June 30, 2020 the Company used foreign currency exchange contracts to hedge the foreign currency effects related to the forecasted purchase of MPOS devices in U.S. dollars owed by a Brazilian subsidiary whose functional currency is the Brazilian Reais. Pursuant to these contracts, the Company will buy a notional amount of $ 6,091 thousands in July 2020, $ 6,773 thousands in August 2020, $ 6,971 thousands in September 2020, $ 5,070 thousands in October 2020, $ 4,100 thousands in November 2020 and $ 4,533 thousands in December 2020, at fixed currency rates. The Company designated the foreign currency exchange contracts as cash flow hedges, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income and subsequently reclassified into earnings in the same period the forecasted transaction affects earnings. As of June 30, 2020, the Company estimated that the whole amount of net derivative gains related to its cash flow hedges included in accumulated other comprehensive income will be reclassified into earnings within the next 12 months. In addition, as of June 30, 2020, the Company entered into certain foreign currency exchange contracts to hedge the foreign currency fluctuations related to certain transactions denominated in U.S. dollars of a Brazilian subsidiary, whose functional currency is the Brazilian Reais, which were not designated as hedges for accounting purposes. Pursuant to these contracts, the Company will buy a notional amount of $ 28,600 thousands in July 2020, $ 39,000 thousands in August 2020 and $ 46,000 thousands in December 2020, at fixed currency rates. Finally, the Company entered into certain foreign currency exchange contracts to hedge the foreign currency fluctuations related to certain transactions denominated in U.S. dollars of a Mexican subsidiary, whose functional currency is the Mexican Peso, which were not designated as hedges for accounting purposes. Pursuant to these contracts, the Company will buy a notional amount of $ 10,000 thousands in October 2020 and $ 10,000 thousands in December 2020, at fixed currency rates. Foreign exchange contracts The fair values of the Company’s outstanding derivative instruments as of June 30, 2020 and December 31, 2019 were as follows: June 30, December 31, Balance sheet location 2020 2019 (In thousands) Derivatives Foreign exchange contracts not designated as hedging instruments Other current assets $ 14,181 $ 1,249 Foreign exchange contracts designated as cash flow hedges Other current assets 2,262 — Foreign exchange contracts not designated as hedging instruments Other current liabilities 984 — Foreign exchange contracts designated as cash flow hedges Other current liabilities — 251 The effects of derivative contracts on unaudited interim condensed consolidated of comprehensive income as of June 30, 2020 were as follows: Amount of Amount of gain reclassified December 31, Gain (Loss) recognized from accumulated June 30, 2019 in other comprehensive loss other comprehensive loss (income) 2020 (In thousands) Foreign exchange contracts designated as cash flow hedges $ ( 250 ) $ 7,135 $ ( 3,640 ) $ 3,245 The effects of derivative contracts on unaudited interim condensed consolidated statement of income for the six and three-month periods ended June 30, 2020 and 2019 were as follows: Six month periods ended June 30, Three month periods ended June 30, 2020 2019 2020 2019 (In thousands) (In thousands) Foreign exchange contracts not designated as hedging instruments $ 21,826 $ 69 $ 5,059 $ 69 Loss from foreign exchange contracts designated as fair value hedges — ( 1,030 ) — ( 1,030 ) Gain from hedged items attributable to hedged risks — 1,030 — 1,030 |
Impact of COVID-19 Pandemic
Impact of COVID-19 Pandemic | 6 Months Ended |
Jun. 30, 2020 | |
Impact of COVID-19 Pandemic [Abstract] | |
Impact of COVID-19 Pandemic | 16. Impact of COVID-19 pandemic In March 2020, the outbreak of a novel strain of the coronavirus, COVID-19 was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread around the world. Government-imposed total or partial lockdowns or curfews instituted throughout Latin America in late March, some of which have been subsequently extended, modified or rescinded, have led to a weakening of the macroeconomic environment, generating recession conditions and a devaluation of the local currencies in the countries in which the Company operates. The Company has thus far not been required to suspend its operations in any country, but the Company’s business was, and may in the future again be, negatively affected by the pandemic in terms of operations, consumer buying trends, and consequently, net revenues. Despite the uncertainty generated by the pandemic, the Company’s revenues increased 61.1 % during the second quarter in comparison with the same quarter of 2019, mainly as a result of an increase in gross merchandise value and total payment value. Management believes that, given the uncertainty with respect to how long the pandemic will persist, what additional measures may be introduced by governments or private parties, what effect any such additional measures may have on our business or the macroeconomic impact of the pandemic in the countries where the Company operates, it is not possible to have certainty around business development and its cash generation for the remainder of 2020. In terms of liquidity and cash management, relevant funding sources remain available and new credit facilities have been obtained at the geographical segment level. As of June 30, 2020, the Company’s main source of liquidity was $ 2,763,762 thousands of cash and cash equivalents and short-term investments, which excludes a $ 530,660 thousands investment related to the Central Bank of Brazil Mandatory Guarantee. Lastly, the revenues sources of the Company’s subsidiaries are denominated in local currency. As a result, the weak macro-economic environment in 2020 in certain countries in which the Company operates coupled with the devaluations of certain local currencies in those countries against the U.S. dollar could cause a decline in year-over-year net revenues as measured in U.S. dollars. Management has made its best estimation of the potential scenarios for the rest of 2020. However it is not possible to predict at this time with certainty the impact that COVID-19 could have and its effects, including its impact on the economies of the countries in which the Company operates, and therefore the extent of the impact on the Company’s financial condition and results of operations if conditions persist or materially deviate from those currently used in its estimates. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited interim condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company, its wholly-owned subsidiaries and consolidated Variable Interest Entities (“VIE”). These interim condensed consolidated financial statements are stated in U.S. dollars, except where otherwise indicated. Intercompany transactions and balances with subsidiaries have been eliminated for consolidation purposes. Substantially all net revenues, cost of net revenues and operating expenses are generated in the Company’s foreign operations. Long-lived assets, intangible assets and goodwill located in the foreign jurisdictions totaled $ 360,133 thousands and $ 345,204 thousands as of June 30, 2020 and December 31, 2019, respectively. These interim condensed consolidated financial statements reflect the Company’s consolidated financial position as of June 30, 2020 and December 31, 2019. These consolidated financial statements include the Company’s consolidated statements of income, comprehensive income and equity for the six and three-month periods ended June 30, 2020 and 2019 and statements of cash flows for the six-months periods ended June 30, 2020 and 2019. These interim condensed consolidated financial statements include all normal recurring adjustments that Management believes are necessary to fairly state the Company’s financial position, operating results and cash flows. Because all of the disclosures required by U.S. GAAP for annual consolidated financial statements are not included herein, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated statements of income, comprehensive income, equity and cash flows for the periods presented herein are not necessarily indicative of results expected for any future period. For a more detailed discussion of the Company’s significant accounting policies, see note 2 to the financial statements in the Company’s Form 10-K for the year ended December 31, 2019. During the six-month period ended June 30, 2020, there were no material updates made to the Company’s significant accounting policies, except for the adoption of ASC 326 as of January 1, 2020. S ee Note 2 to these interim condensed consolidated financial statements for more details. |
Revenue Recognition | Revenue recognition Revenue recognition criteria for the services mentioned above are described in note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. Receivables represent amounts invoiced and revenue recognized prior to invoicing when the Company has satisfied the performance obligation and has the unconditional right to payment. Receivables are presented net of allowance for doubtful accounts, loans receivable and chargebacks of $ 70,790 thousands and $ 38,079 thousands as of June 30, 2020 and December 31, 2019, respectively. Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period in accordance with ASC 606. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following reporting period. Deferred revenue as of December 31, 2019 and 2018 was $ 16,590 thousands and $ 5,918 thousands, respectively, of which $ 8,475 thousands and $ 4,193 thousands were recognized as revenue during the six-month periods ended June 30, 2020 and 2019, respectively. As of June 30, 2020, total deferred revenue was $ 17,052 thousands, mainly due to fees related to listing and optional feature services billed and loyalty programs that are expected to be recognized as revenue in the coming months. |
Allowances for Doubtful Accounts on Accounts Receivable and Loans Receivable | Allowances for doubtful accounts on accounts receivable and loans receivable Since January 1, 2020 the Company maintains allowances for doubtful accounts for Management’s estimate of current expected credit losses (“CECL”) that may result if customers do not make the required payments. Measurement of current expected credit losses The company estimates its allowance for credit losses as the lifetime expected credit losses of the accounts receivables mentioned above. The CECL represent the present value of the uncollectible portion of the principal, interest, late fees, and other allowable charges. Loans Receivable Loans Receivable in this portfolio include the products that the company offers to: 1) on-line merchant, 2) in-store merchant and 3) consumers. For loans receivable that share similar risk characteristics such as product type, country, unpaid installments, days delinquent, and other relevant factors, the company estimates the lifetime expected credit loss allowance based on a collective assessment. The lifetime expected credit losses is determined by applying probability of default and loss given default models to monthly projected exposures, then discounting these cash flows to present value using the portfolio’s loans interest rate, estimated as a weighted average of the original effective interest rate of all the loans that conform the portfolio segment. The probability of default is an estimation of the likelihood that a loan receivable will default over a given time horizon. Probability of default models are estimated using a transition matrix method; these matrices are constructed using roll rates and then transformed, taking into account the expected future delinquency rate (forward-looking models). Therefore, the models include macroeconomic outlook or projections and recent performance. With this model, the Company estimates marginal monthly default probabilities for each delinquency bucket, type of product and country. Each marginal monthly probability of default represents a different possible scenario of default . The exposure at default is equal to the receivables’ expected outstanding principal, interest and other allowable balances. The Company estimates the exposure at default that the portfolio of loans would have in each possible moment of default, meaning for each possible scenario mentioned above. The loss given default is the percentage of the exposure at default that is not recoverable. The Company estimates this percentage using the transition matrix method mentioned above and the portfolio segment´s interest rate. The measurement of CECL is based on probability-weighted scenarios (probability of default for each month), in view of past events (roll rates), current conditions and adjustments to reflect the reasonable and supportable forecast of future economic conditions which were affected, among other factors, by the COVID-19 pandemic. The Company will continue to monitor the impact of the pandemic on expected credit losses estimates. The Company writes off loans receivable when the customer balance becomes 90 days past due. Accounts Receivable To measure the CECL, accounts receivable have been grouped based on shared credit risk characteristics and the number of days past due. The Company has therefore concluded that the expected loss rates for accounts receivable is a reasonable approximation of the historical loss rates for those assets. Accounts receivable are recovered over a period of 0-180 days, therefore, forecasted changes to economic conditions are not expected to have a significant effect on the estimate of the allowance for doubtful accounts. The Company writes off accounts receivable when the customer balance becomes 180 days past due. Cash and cash equivalents, restricted cash and cash equivalents, short-term investments and credit cards receivable and other means of payment The Company’s management assesses balances for credit losses included in cash and cash equivalents, restricted cash and cash equivalents, short-term investments (measured at amortized cost) and credit cards receivable and other means of payment, based on a review of the average period for which the financial asset is held, credit ratings of the financial institutions and probability of default and loss given default models. The Company has arrangements with some unaffiliated entities under which MercadoLibre users are able to fund their Mercado Pago accounts by depositing an equivalent amount with the unaffiliated entity. In some of these arrangements, MercadoLibre credits the Mercado Pago account before the unaffiliated entity transfers the funds to MercadoLibre to settle the transaction. The amounts pending settlement are recognized in the balance sheet as credit cards receivable and other means of payment. In June 2020, the Company became aware that $ 26,654 thousands of receivable had accumulated from one such unaffiliated entity in Argentina. The aging of these receivables exceeded the expected aging for transactions of this kind. As of June 30, 2020, the Company recorded a $ 26,654 thousands allowance for doubtful accounts on receivables due to the Company by this entity. |
Foreign Currency Translation | Foreign currency translation All of the Company’s consolidated foreign operations use the local currency as their functional currency, except for Argentina, which has used the U.S. dollar as its functional currency since July 1, 2018, as described below. Accordingly, the foreign subsidiaries with local currency as functional currency 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company’s operations are in various foreign currencies and consequently are exposed to foreign currency risk. The Company uses derivative instruments to reduce the volatility of earnings and cash flows which were designated as hedges. All outstanding derivatives are recognized in the Company’s consolidated balance sheet at fair value. The effective portion of a designated derivative’s gain or loss in a cash flow hedge is initially reported as a component of accumulated other comprehensive (loss) income and is subsequently reclassified into the financial statement line item in which the variability of the hedged item is recorded in the period the hedging transaction affects earnings. The Company also hedges its economic exposure to foreign currency risk related to foreign currency denominated monetary assets and liabilities with foreign derivative currency contracts which were not designated as hedges. The gains and losses on the foreign exchange derivative contracts economically offset gains and losses on certain foreign currency denominated monetary assets and liabilities recognized in earnings. Accordingly, these outstanding non-designated derivatives are recognized in the Company’s consolidated balance sheet at fair value, and changes in fair value from these contracts are recorded in other income (expense), net in the consolidated statement of income. |
Income Taxes | Income 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. 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. 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. Accordingly, Management periodically assesses the need to establish a valuation allowance for deferred tax assets considering positive and negative objective evidence related to the realization of the deferred tax assets. Management’s judgments related to this assessment consider, among other factors, the nature, frequency and magnitude of current and cumulative losses on an individual subsidiary basis, projections of future taxable income, the duration of statutory carryforward periods, as well as feasible tax planning strategies, which would be employed by the Company to prevent tax loss carryforwards from expiring unutilized. Based on Management’s assessment of available objective evidence and considering the future effect of the Company’s initiatives to capture long-term business opportunities, the Company accounted for a valuation allowance in certain subsidiaries in its Mexican operations of $ 17,311 thousands and $ 3,125 thousands for the six and three-month periods ended June 30, 2020, respectively. On August 17, 2011, the Argentine government issued a software development law and on September 9, 2013, the Argentine government issued a regulatory decree establishing the requirements to become a beneficiary of the software development law, including a requirement to comply with annual incremental ratios related to exports of services and research and development. The law expired on December 31, 2019. The Argentine Industry Secretary approved the Company’s application for eligibility under the law for the Company’s Argentine subsidiary, MercadoLibre S.R.L. As a result, the Company’s Argentine subsidiary was granted a tax holiday retroactive from September 18, 2014. A portion of the benefits obtained is a 60 % relief of total income tax related to software development activities and a 70 % relief of payroll taxes related to software development activities. As a result of the Company’s eligibility under the law, it recorded an income tax benefit of $ 4,093 thousands and $ 774 thousands during the six and three-month periods ended June 30, 2019, respectively. The aggregate per share benefit of the Argentine tax holiday amounted to $ 0.09 and $ 0.02 for the six and three-month periods ended June 30, 2019, respectively. Furthermore, the Company recorded a labor cost benefit of $ 4,637 thousands and $ 2,241 thousands during the six and three-month periods ended June 30, 2019, respectively. Additionally, $ 611 thousands and $ 211 thousands were accrued to pay software development law audit fees during the six and three-month periods ended June 30, 2019, respectively. On June 10, 2019, the Argentine government enacted Law No. 27,506 (knowledge-based economy promotional regime), which established a regime that provides certain tax benefits for companies that meet specific criteria, such as companies that derive at least 70% of their revenues from certain specified activities related to the knowledge-based economy. Law No. 27,506 allows companies currently benefiting from the software development law, to apply for tax benefits under Law No. 27,506, which will be effective from January 1, 2020 to December 31, 2029. The above-mentioned regime was suspended on January 20, 2020 through a resolution issued by Argentina’s Ministry of Productive Development until new rules for the application of the knowledge-based economy promotional regime were issued. On June 25, 2020, the Chamber of Deputies passed changes to the knowledge-based economy promotional regime, which are still pending approval from the Chamber of Senates of Argentina. If the changes are approved, companies that meet new specified criteria shall be entitled to: i) a 60% reduction in the income tax burden over the promoted activities for each fiscal year, applicable to both Argentine source income and foreign source income, ii) stability of the benefits established by the knowledge-based economy promotional regime, iii) a tax credit amounting to 70% (which can be up to 80% in certain specific cases) of the Company’s contribution to the social security regime for personnel whose job is related to the promoted activities (caps on the number of employees could be applicable). The tax credit may be used to offset federal taxes, such as value-added tax and income tax. The Company will analyze whether it will be eligible to benefit under the modified knowledge-based economy promotional regime and its related tax benefits once the modifications are passed by the Congress of Argentina and enacted into law. |
Fair Value Option Applied to Certain Financial Instruments | Fair value option applied to certain financial instruments Under ASC 825, U.S. GAAP provides an option to elect fair value with impact on the statement of income as an alternative measurement for certain financial instruments and other items on the balance sheet. The Company has elected to measure certain financial assets at fair value with impact on the statement of income from January 1, 2019 for several reasons including to avoid the mismatch generated by the recognition of certain linked instruments / transactions, separately, in consolidated statement of income and consolidated statement of other comprehensive income and to better reflect the financial model applied for selected instruments. The Company’s election of the fair value option applies to the: i) Brazilian federal government bonds and ii) U.S. treasury notes. As result of the election of the fair value option, the Company recognized gains in interest income and other financial gains of $ 11,047 thousands and $ 3,722 thousands as of June 30, 2020 and 2019, respectively. |
Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss The following table sets forth the Company’s accumulated other comprehensive loss as of June 30, 2020 and December 31, 2019: June 30, December 31, 2020 2019 (In thousands) Accumulated other comprehensive loss: Foreign currency translation $ ( 508,749 ) $ ( 408,099 ) Unrealized gains on investments 1,343 2,029 Unrealized gains (losses) on hedging activities 3,245 ( 250 ) Estimated tax expense on unrealized gains ( 1,200 ) ( 351 ) $ ( 505,361 ) $ ( 406,671 ) The following tables summarize the changes in accumulated balances of other comprehensive loss for the six-months ended June 30, 2020: Unrealized Unrealized Foreign Estimated tax (Losses) Gains on (Losses) Gains on Currency (expense) hedging activities, net Investments Translation benefit Total (In thousands) Balances as of December 31, 2019 $ ( 250 ) $ 2,029 $ ( 408,099 ) $ ( 351 ) $ ( 406,671 ) Other comprehensive income (loss) before reclassifications 7,135 1,343 ( 100,650 ) ( 2,439 ) ( 94,611 ) Amount of loss (gain) reclassified from accumulated other comprehensive loss ( 3,640 ) ( 2,029 ) — 1,590 ( 4,079 ) Net current period other comprehensive income (loss) 3,495 ( 686 ) ( 100,650 ) ( 849 ) ( 98,690 ) Ending balance $ 3,245 $ 1,343 $ ( 508,749 ) $ ( 1,200 ) $ ( 505,361 ) Amount of (Loss) Gain Reclassified from Details about Accumulated Accumulated Other Other Comprehensive Loss Comprehensive Affected Line Item Components Loss in the Statement of Income (In thousands) Unrealized gains on investments $ 2,029 Interest income and other financial gains Unrealized gains on hedging activities 3,640 Cost of net revenues Estimated tax expense on unrealized gains ( 1,590 ) Income tax expense Total reclassifications for the period $ 4,079 Total, net of income taxes |
Use of Estimates | Use of estimates The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, accounting for allowances for doubtful accounts and chargeback provisions, allowance for loans receivables, recoverability of goodwill, intangible assets with indefinite useful lives and deferred tax assets, impairment of short-term and long-term investments, impairment of long-lived assets, compensation costs relating to the Company’s long term retention program, fair value of convertible debt, fair value of investments, fair value of derivative instruments, recognition of income taxes and contingencies and determination of the incremental borrowing rate at commencement date of lease operating agreements. Actual results could differ from those estimates. |
Recently Adopted Accounting Standards & Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Standards On June 16, 2016 the FASB issued the ASU 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of credit losses on financial instruments”. This update amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, this update eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available for sale debt securities, credit losses should be measured in a manner similar to current GAAP, however this topic will require that credit losses be presented as an allowance rather than as a write-down. The Company adopted this standard effective January 1, 2020 using a modified retrospective approach transition method, resulting in a decrease of $ 4,570 thousands (net of income tax) to the opening balance of retained earnings. On August 29, 2018 the FASB issued the ASU 2018-15 “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)”. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted On December 18, 2019 the FASB issued the ASU 2019-12 “Income taxes (Topic 740)—Simplifying the accounting for income taxes”. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements. On August 5, 2020 the FASB issued the ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendments in this update address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, accounting models for specific features are removed and amendments to the disclosure requirements are included. For contracts in an entity’s own equity, simplifies the settlement assessment by removing some requirements. Additionally, the amendments in this update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Accumulated Other Comprehensive Loss | June 30, December 31, 2020 2019 (In thousands) Accumulated other comprehensive loss: Foreign currency translation $ ( 508,749 ) $ ( 408,099 ) Unrealized gains on investments 1,343 2,029 Unrealized gains (losses) on hedging activities 3,245 ( 250 ) Estimated tax expense on unrealized gains ( 1,200 ) ( 351 ) $ ( 505,361 ) $ ( 406,671 ) |
Summary of Changes in Accumulated Balances of Other Comprehensive Loss | Unrealized Unrealized Foreign Estimated tax (Losses) Gains on (Losses) Gains on Currency (expense) hedging activities, net Investments Translation benefit Total (In thousands) Balances as of December 31, 2019 $ ( 250 ) $ 2,029 $ ( 408,099 ) $ ( 351 ) $ ( 406,671 ) Other comprehensive income (loss) before reclassifications 7,135 1,343 ( 100,650 ) ( 2,439 ) ( 94,611 ) Amount of loss (gain) reclassified from accumulated other comprehensive loss ( 3,640 ) ( 2,029 ) — 1,590 ( 4,079 ) Net current period other comprehensive income (loss) 3,495 ( 686 ) ( 100,650 ) ( 849 ) ( 98,690 ) Ending balance $ 3,245 $ 1,343 $ ( 508,749 ) $ ( 1,200 ) $ ( 505,361 ) |
Reclassifications Out of Accumulated Other Comprehensive Loss | Amount of (Loss) Gain Reclassified from Details about Accumulated Accumulated Other Other Comprehensive Loss Comprehensive Affected Line Item Components Loss in the Statement of Income (In thousands) Unrealized gains on investments $ 2,029 Interest income and other financial gains Unrealized gains on hedging activities 3,640 Cost of net revenues Estimated tax expense on unrealized gains ( 1,590 ) Income tax expense Total reclassifications for the period $ 4,079 Total, net of income taxes |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Net Income Per Share [Abstract] | |
Net (Loss) Income Per Share of Common Stock | Six Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 (In thousands) (In thousands) Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income per common share $ 0.66 $ 0.66 $ 0.45 $ 0.45 $ 1.11 $ 1.11 $ 0.31 $ 0.31 Numerator: Net income $ 34,838 $ 34,838 $ 28,081 $ 28,081 $ 55,947 $ 55,947 $ 16,217 $ 16,217 Amortization of redeemable convertible preferred stock — — ( 5,841 ) ( 5,841 ) — — — — Dividends on preferred stock ( 2,000 ) ( 2,000 ) ( 1,000 ) ( 1,000 ) ( 1,000 ) ( 1,000 ) ( 1,000 ) ( 1,000 ) Net income corresponding to common stock $ 32,838 $ 32,838 $ 21,240 $ 21,240 $ 54,947 $ 54,947 $ 15,217 $ 15,217 Denominator: Weighted average of common stock outstanding for Basic earnings per share 49,709,964 — 47,658,610 — 49,709,973 — 49,318,522 — Adjusted weighted average of common stock outstanding for Diluted earnings per share — 49,709,964 — 47,658,610 — 49,709,973 — 49,318,522 |
Cash, Cash Equivalents, Restr_2
Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments [Abstract] | |
Components Of Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments | June 30, December 31, 2020 2019 (In thousands) Cash and cash equivalents $ 1,169,550 $ 1,384,740 Restricted cash and cash equivalents Securitization Transactions $ 51,753 $ 37,424 Sovereign Debt Securities (Secured lines of credit guarantee) — 29,260 Bank account (Argentine Central Bank regulation) 217,158 — Bank collateral account (*) 224,897 — Total restricted cash and cash equivalents $ 493,808 $ 66,684 Total cash, cash equivalents, restricted cash and cash equivalents (**) $ 1,663,358 $ 1,451,424 Short-term investments Time Deposits $ 422,849 $ 189,660 Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee) 530,660 506,175 Sovereign Debt Securities (Secured lines of credit guarantee) — 16,623 Sovereign Debt Securities 1,171,363 884,720 Corporate Debt Securities — 63 Total short-term investments $ 2,124,872 $ 1,597,241 Long-term investments Sovereign Debt Securities $ — $ 260,320 Corporate Debt Securities — 173 Other Investments 5,790 3,490 Total long-term investments $ 5,790 $ 263,983 (*) Cash deposited and owned by the Company under the sole control and dominion of escrow agents as collateral of loans granted to a Brazilian subsidiary with due date in October 2020. (**) Cash, cash equivalents, restricted cash and cash equivalents as reported in the consolidated statements of cash flow. |
Loans Receivable, Net (Tables)
Loans Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Loans Receivable, Net [Abstract] | |
Components Of Loan Receivable | June 30, December 31, 2020 2019 (In thousands) On-line merchant $ 91,750 $ 130,102 Consumer 59,815 60,179 In-store merchant 18,469 18,707 Loans receivable 170,034 208,988 Allowance for uncollectible accounts ( 25,831 ) ( 20,444 ) Loans receivable, net $ 144,203 $ 188,544 Current $ 139,148 $ 182,105 Non-current 5,055 6,439 Loans receivable, net $ 144,203 $ 188,544 |
Schedule Of Credit Quality Analysis Of Loans Receivables | June 30, December 31, 2020 2019 (In thousands) 1-30 days past due $ 12,206 $ 20,430 31-60 days past due 3,643 6,916 61-90 days past due 8,526 7,580 Total past due 24,375 34,926 To become due 145,659 174,062 Total $ 170,034 $ 208,988 |
Summary Of Allowance For Uncollectible Accounts Activity | June 30, 2020 2019 (1) (In thousands) Balance at beginning of year $ 20,444 $ 6,636 Adoption of ASC 326 (2) 4,977 - Charged/credited to Net income 34,614 20,000 Charges/Utilized /Currency translation adjustments/Write-offs ( 34,204 ) ( 12,023 ) Balance at end of period $ 25,831 $ 14,613 |
Business Combinations, Goodwi_2
Business Combinations, Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations, Goodwill and Intangible Assets [Abstract] | |
Composition of Goodwill and Intangible Assets | June 30, December 31, 2020 2019 (In thousands) Goodwill $ 81,799 $ 87,609 Intangible assets with indefinite lives - Trademarks 7,305 8,366 Amortizable intangible assets - Licenses and others 4,688 5,320 - Non-compete agreement 3,295 2,703 - Customer list 13,514 13,900 - Trademarks 7,180 4,723 Total intangible assets $ 35,982 $ 35,012 Accumulated amortization ( 20,040 ) ( 20,737 ) Total intangible assets, net $ 15,942 $ 14,275 |
Changes in Carrying Amount of Goodwill | Six Months Ended June 30, 2020 Brazil Argentina Mexico Chile Colombia Other Countries Total (In thousands) Balance, beginning of the period $ 29,072 $ 6,991 $ 32,196 $ 14,872 $ 3,312 $ 1,166 $ 87,609 Business Acquisitions — 3,603 1,062 1,241 1,246 748 7,900 Effect of exchange rates changes ( 6,543 ) — ( 5,371 ) ( 1,306 ) ( 408 ) ( 82 ) ( 13,710 ) Balance, end of the period $ 22,529 $ 10,594 $ 27,887 $ 14,807 $ 4,150 $ 1,832 $ 81,799 Year Ended December 31, 2019 Brazil Argentina Mexico Chile Colombia Other Countries Total (In thousands) Balance, beginning of the year $ 30,069 $ 6,946 $ 31,340 $ 16,014 $ 3,339 $ 1,175 $ 88,883 Purchase price allocations adjustments — 45 — — — — 45 Effect of exchange rates changes ( 997 ) — 856 ( 1,142 ) ( 27 ) ( 9 ) ( 1,319 ) Balance, end of the year $ 29,072 $ 6,991 $ 32,196 $ 14,872 $ 3,312 $ 1,166 $ 87,609 |
Expected Intangible Asset Amortization Expense | For year ended 12/31/2020 $ 2,344 For year ended 12/31/2021 3,610 For year ended 12/31/2022 1,453 For year ended 12/31/2023 871 Thereafter 359 $ 8,637 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Financial Performance of Company's Reporting Segments | Six Months Ended June 30, 2020 Brazil Argentina Mexico Other Countries Total (In thousands) Net revenues $ 862,745 $ 372,079 $ 220,703 $ 74,933 $ 1,530,460 Direct costs ( 647,382 ) ( 272,433 ) ( 225,315 ) ( 62,547 ) ( 1,207,677 ) Direct contribution 215,363 99,646 ( 4,612 ) 12,386 322,783 Operating expenses and indirect costs of net revenues ( 253,039 ) Income from operations 69,744 Other income (expenses): Interest income and other financial gains 55,566 Interest expense and other financial losses ( 50,561 ) Foreign currency losses ( 2,089 ) Net income before income tax expense $ 72,660 Six Months Ended June 30, 2019 Brazil Argentina Mexico Other Countries Total (In thousands) Net revenues $ 643,242 $ 207,689 $ 118,944 $ 49,137 $ 1,019,012 Direct costs ( 501,260 ) ( 151,401 ) ( 150,801 ) ( 44,888 ) ( 848,350 ) Direct contribution 141,982 56,288 ( 31,857 ) 4,249 170,662 Operating expenses and indirect costs of net revenues ( 173,011 ) Loss from operations ( 2,349 ) Other income (expenses): Interest income and other financial gains 58,128 Interest expense and other financial losses ( 30,238 ) Foreign currency losses ( 2,886 ) Net income before income tax gain $ 22,655 Three Months Ended June 30, 2020 Brazil Argentina Mexico Other Countries Total (In thousands) Net revenues $ 465,298 $ 239,204 $ 125,950 $ 47,917 $ 878,369 Direct costs ( 324,754 ) ( 171,408 ) ( 110,553 ) ( 34,943 ) ( 641,658 ) Direct contribution 140,544 67,796 15,397 12,974 236,711 Operating expenses and indirect costs of net revenues ( 137,273 ) Income from operations 99,438 Other income (expenses): Interest income and other financial gains 18,782 Interest expense and other financial losses ( 26,977 ) Foreign currency losses ( 1,903 ) Net income before income tax expense $ 89,340 Three Months Ended June 30, 2019 Brazil Argentina Mexico Other Countries Total (In thousands) Net revenues $ 340,858 $ 113,913 $ 64,383 $ 26,088 $ 545,242 Direct costs ( 275,917 ) ( 83,909 ) ( 85,216 ) ( 24,441 ) ( 469,483 ) Direct contribution 64,941 30,004 ( 20,833 ) 1,647 75,759 Operating expenses and indirect costs of net revenues ( 88,247 ) Loss from operations ( 12,488 ) Other income (expenses): Interest income and other financial gains 33,684 Interest expense and other financial losses ( 14,679 ) Foreign currency gains 783 Net income before income tax expense $ 7,300 |
Allocation of Long-Lived Tangible Assets Based on Geography | June 30, December 31, 2020 2019 (In thousands) US property and equipment, net $ 649 $ 937 Other countries Argentina 112,904 100,536 Brazil 99,162 103,571 Mexico 36,215 30,131 Other countries 14,111 9,082 $ 262,392 $ 243,320 Total property and equipment, net $ 263,041 $ 244,257 |
Allocation of Goodwill and Intangible Assets Based on Geography | June 30, December 31, 2020 2019 (In thousands) Other countries goodwill and intangible assets Argentina $ 13,879 $ 8,632 Brazil 23,329 30,142 Mexico 31,190 36,003 Chile 22,070 22,237 Other countries 7,273 4,870 Total goodwill and intangible assets $ 97,741 $ 101,884 |
Consolidated Net Revenues by Similar Products and Services | Six Months Ended June 30, Three months Ended June 30, Consolidated Net Revenues 2020 2019 2020 2019 (In thousands) (In thousands) Commerce (*) $ 962,413 $ 610,821 $ 581,703 $ 324,016 Fintech 568,047 408,191 296,666 221,226 Total $ 1,530,460 $ 1,019,012 $ 878,369 $ 545,242 (*) Includes marketplace fees, shipping fees, ad sales, classified fees and other ancillary services. |
Fair Value Measurement of Ass_2
Fair Value Measurement of Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, identical Assets observable inputs inputs December 31, identical Assets observable inputs inputs Description 2020 (Level 1) (Level 2) (Level 3) 2019 (Level 1) (Level 2) (Level 3) (In thousands) Assets Cash and Cash Equivalents: Money Market Funds $ 526,204 $ 526,204 $ — $ — $ 688,760 $ 688,760 $ — $ — Sovereign Debt Securities 16,698 16,698 — — 32,874 32,874 — — Restricted Cash and cash equivalents: Money Market Funds 36,616 36,616 — — 32,829 32,829 — — Sovereign Debt Securities — — — — 29,260 29,260 — — Investments: Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee) 530,660 530,660 — — 506,175 506,175 — — Sovereign Debt Securities 1,171,363 1,171,363 — — 1,161,663 1,161,663 — — Corporate Debt Securities — — — — 236 178 58 — Other Assets: Derivative Instruments 16,443 — — 16,443 1,249 — — 1,249 Total Financial Assets $ 2,297,984 $ 2,281,541 $ — $ 16,443 $ 2,453,046 $ 2,451,739 $ 58 $ 1,249 Liabilities: Contingent considerations $ 4,506 $ — $ — $ 4,506 $ 2,201 $ — $ — $ 2,201 Long-term retention program 68,298 — 68,298 — 60,958 — 60,958 — Derivative Instruments 984 — — 984 251 — — 251 Total Financial Liabilities $ 73,788 $ — $ 68,298 $ 5,490 $ 63,410 $ — $ 60,958 $ 2,452 |
Fair Value of Financial Assets and Liabilities Measured at Amortized Cost | Balances as of Significant other Balances as of Significant other June 30, observable inputs December 31, observable inputs 2020 (Level 2) 2019 (Level 2) (In thousands) Assets Time Deposits $ 422,849 $ 422,849 $ 189,660 $ 189,660 Accounts receivable 42,423 42,423 35,446 35,446 Credit Cards receivable and other means of payment, net 646,739 646,739 379,969 379,969 Loans receivable, net 144,203 144,203 188,544 188,544 Other assets 129,196 129,196 149,218 149,218 Total Assets $ 1,385,410 $ 1,385,410 $ 942,837 $ 942,837 Liabilities Accounts payable and accrued expenses $ 417,759 $ 417,759 $ 372,309 $ 372,309 Funds payable to customers 1,324,605 1,324,605 894,057 894,057 Salaries and social security payable 71,925 71,925 67,686 67,686 Taxes payable 141,226 141,226 60,247 60,247 Loans payable and other financial liabilities (*) 1,202,582 1,274,558 817,491 927,903 Other liabilities 54,784 54,784 124,644 124,644 Total Liabilities $ 3,212,881 $ 3,284,857 $ 2,336,434 $ 2,446,846 (*) The fair value of the 2028 Notes (including the equity component) is disclosed in Note 11. |
Fair Value of Money Market Funds, Short and Long-Term Investments Classified as Available for Sale Securities | June 30, 2020 Cost Gross Unrealized Gains (1) Financial Gains Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 526,204 $ — $ — $ 526,204 Sovereign Debt Securities 16,673 — 25 16,698 Total Cash and cash equivalents $ 542,877 $ — $ 25 $ 542,902 Restricted cash and cash equivalents Money Market Funds $ 36,616 $ — $ — $ 36,616 Total Restricted cash and cash equivalents $ 36,616 $ — $ — $ 36,616 Short-term investments Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee) (2) $ 527,098 $ — $ 3,562 $ 530,660 Sovereign Debt Securities (3) 1,162,560 1,343 7,460 1,171,363 Total Short-term investments $ 1,689,658 $ 1,343 $ 11,022 $ 1,702,023 Total $ 2,269,151 $ 1,343 $ 11,047 $ 2,281,541 (1) Unrealized gains 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 credit losses based on the evaluation of available evidence including the credit rating of the investments, as of June 30, 2020. (2) Brazilian government bonds measured at fair value with impact on the consolidated statement of income for the application of the fair value option. (See Note 2 – Fair value option applied to certain financial instruments.) (3) Includes $ 820,088 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option (See Note 2 – Fair value option applied to certain financial instruments) . December 31, 2019 Cost Gross Unrealized Gains (1) Financial Gains Financial Losses Estimated Fair Value (In thousands) Cash and cash equivalents Money Market Funds $ 688,760 $ — $ — $ — $ 688,760 Sovereign Debt Securities 32,851 — 23 — 32,874 Total Cash and cash equivalents $ 721,611 $ — $ 23 $ — $ 721,634 Restricted Cash and cash equivalents Money Market Funds $ 32,829 $ — $ — $ — $ 32,829 Sovereign Debt Securities (2) 29,227 — 33 — 29,260 Total Restricted Cash and cash equivalents $ 62,056 $ — $ 33 $ — $ 62,089 Short-term investments Sovereign Debt Securities (Central Bank of Brazil mandatory guarantee)(3) $ 504,195 $ — $ 1,980 $ — $ 506,175 Sovereign Debt Securities (4) 898,922 2,080 400 ( 59 ) 901,343 Corporate Debt Securities 63 — — — 63 Total Short-term investments $ 1,403,180 $ 2,080 $ 2,380 $ ( 59 ) $ 1,407,581 Long-term investments Sovereign Debt Securities (5) $ 260,400 $ 2 $ 1 $ ( 83 ) $ 260,320 Corporate Debt Securities 170 3 — — 173 Total Long-term investments $ 260,570 $ 5 $ 1 $ ( 83 ) $ 260,493 Total $ 2,447,417 $ 2,085 $ 2,437 $ ( 142 ) $ 2,451,797 (1) Unrealized gains 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, 2019. (2) Held by the Company’s Argentine subsidiary in guarantee for secured lines of credit. (See Note 11 – Loans payable and other financial liabilities.) (3) Brazilian government bonds measured at fair value with impact on the consolidated statement of income for the application of the fair value option. (See Note 2 – Investments - Fair value option applied to certain financial instruments.) (4) Includes $ 627,842 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option (See Note 2 – Investments - Fair value option applied to certain financial instruments.) and $ 16,623 thousands held by the Company’s Argentine subsidiary in guarantee for secured lines of credit. (See Note 11 – Loans payable and other financial liabilities.) (5) Includes $ 260,230 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option. (See Note 2 –Investments - Fair value option applied to certain financial instruments.) |
Estimated Fair Values of Cash Equivalents, Short-Term and Long-Term Investments, Effective Maturities | One year or less 2,281,541 Total $ 2,281,541 |
Long Term Retention Program (Ta
Long Term Retention Program (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Long Term Retention Program [Abstract] | |
Long Term Retention Plans Accrued Compensation Expense | Six Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 (In thousands) (In thousands) LTRP 2011 — 26 — ( 29 ) LTRP 2012 69 1,416 — 857 LTRP 2013 — 97 — ( 96 ) LTRP 2014 125 2,823 ( 1 ) 1,603 LTRP 2015 4,885 4,862 3,613 2,880 LTRP 2016 10,055 7,607 7,620 4,569 LTRP 2017 10,560 6,976 7,854 4,163 LTRP 2018 5,363 3,323 3,807 1,868 LTRP 2019 10,320 5,078 6,657 2,952 LTRP 2020 10,530 — 6,693 — Total LTRP $ 51,907 $ 32,208 $ 36,243 $ 18,767 |
Loans Payable And Other Finan_2
Loans Payable And Other Financial Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Instrument [Line Items] | |
Summary Of Loans Payable And Other Financial Liabilities | Book value as of Type of instrument Currency Interest Weighted Average Interest Rate Maturity June 30, 2020 December 31, 2019 (In thousands) Current loans payable and other financial liabilities: Loans from banks Chilean Subsidiary Chilean Pesos Fixed 2.09 % July 2020 $ 54,261 $ 38,780 Brazilian Subsidiary Brazilian Reais Variable CDI + 3.35 % March 2021 66,826 - Brazilian Subsidiary Brazilian Reais Variable CDI + 2.30 % September 2020 37,072 - Brazilian Subsidiary Brazilian Reais Variable CDI + 3.90 % October 2020 5,552 - Brazilian Subsidiary Brazilian Reais Variable CDI + 3.25 % May 2021 40,532 - Brazilian Subsidiary Brazilian Reais Variable CDI + 2.9 % December 2020 9,159 - Mexican Mexican Peso Variable TIIE + 2.55 % October 2020 15,884 - Argentine Subsidiary Argentine Pesos Fixed 32.50 % November 2020 14,360 - Uruguayan Subsidiary Uruguayan Pesos Fixed 9.39 % July- August 2020 13,321 - Secured lines of credit Argentine Subsidiary Argentine Pesos - - % - - 49,499 Brazilian Subsidiary (*) Brazilian Reais Variable CDI + 1.00 % October 2020 102,927 - Brazilian Subsidiary (*) Brazilian Reais Variable CDI + 1.50 % October 2020 99,171 - Unsecured lines of credit Uruguayan Subsidiary Uruguayan Pesos Fixed 9.88 % July 2020 18,736 16,435 Argentine Subsidiary Argentine Pesos Fixed 27.67 % July 2020 36,221 9,645 Chilean Subsidiary Chilean Pesos Variable 1.47 % July 2020 2,607 1,951 Convertible notes 6,649 6,649 Finance lease obligations 1,832 2,008 Credit card collateralized debt 20,028 17,309 Collateralized debt 45,875 43,862 Other lines of credit 670 - $ 591,683 $ 186,138 Non Current loans payable and other financial liabilities: Convertible notes 582,306 569,305 Finance lease obligations 5,804 7,368 Collateralized debt 22,789 54,680 $ 610,899 $ 631,353 (*) Under the terms of the loans agreements, the Company transferred cash to deposit accounts owned by the Company but under the sole control and dominion of escrow agents as collaterals. These collaterals are shown in Restricted cash and cash equivalents of the consolidated balance sheet. |
Convertible Senior Notes [Member] | 2028 Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Carrying Amounts of Liability and Equity Components | June 30, 2020 December 31, 2019 (In thousands) Amount of the equity component (1) $ 327,305 $ 327,305 2.00 % Convertible Senior Notes due 2028 $ 879,999 $ 880,000 Unamortized debt discount (2) ( 288,500 ) ( 301,227 ) Unamortized transaction costs related to the debt component ( 9,193 ) ( 9,468 ) Contractual coupon interest accrual 32,609 23,809 Contractual coupon interest payment ( 25,960 ) ( 17,160 ) Net carrying amount $ 588,955 $ 575,954 (1) Net of $ 6,163 thousands of transaction costs related to the equity component of the 2028 Notes. (2) As of June 30, 2020 , the remaining period over which the unamortized debt discount will be amortized is 8.2 years. |
Summary of Interest Expense for Contractual Interest and Accretion of Debt Discount | Six month periods ended June 30, Three month periods ended June 30, 2020 2019 2020 2019 (In thousands) (In thousands) Contractual coupon interest expense $ 8,800 $ 9,142 $ 4,400 $ 4,400 Amortization of debt discount 12,727 12,285 6,420 5,968 Amortization of debt issuance costs 275 239 140 117 Total interest expense related to the 2028 Notes $ 21,802 $ 21,666 $ 10,960 $ 10,485 |
Securitization Transactions (Ta
Securitization Transactions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Securitization Transactions [Abstract] | |
Assets And Liabilities Of The Trust | June 30, December 31, 2020 2019 Assets (In thousands) Current assets: Restricted cash and cash equivalents $ 51,753 $ 37,424 Loans receivable, net 51,294 104,419 Total current assets 103,047 141,843 Non-current assets: Loans receivable, net 2,651 4,395 Total non-current assets 2,651 4,395 Total assets $ 105,698 $ 146,238 Liabilities Current liabilities: Accounts payable and accrued expenses $ 67 $ 128 Loans payable and other financial liabilities 45,875 43,862 Total current liabilities 45,942 43,990 Non-current liabilities: Loans payable and other financial liabilities 22,789 54,680 Total non-current liabilities 22,789 54,680 Total liabilities $ 68,731 $ 98,670 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related To Leases | June 30, December 31, 2020 2019 Operating Leases Operating lease right-of-use assets $ 186,851 $ 200,449 Operating lease liabilities $ 193,702 $ 199,932 Finance Leases Property and equipment, at cost 11,657 10,952 Accumulated depreciation ( 2,703 ) ( 1,563 ) Property and equipment, net $ 8,954 $ 9,389 Loans payable and other financial liabilities $ 7,636 $ 9,376 |
Summary Of Weighted Average Remaining Lease Term And Discount Rate | Weighted average remaining lease term Operating leases 8 Years Finance leases 3 Years Weighted average discount rate (*) Operating leases 13 % Finance leases 17 % (*) Includes discount rates of leases in local currency and U.S dollar . |
Components Of Lease Expense | Six months ended June 30, 2020 2019 Operating lease cost $ 18,721 $ 13,874 Finance lease cost: Depreciation of property and equipment 1,030 584 Interest on lease liabilities 896 489 Total finance lease cost $ 1,926 $ 1,073 |
Supplemental Cash Flow Information Related To Leases | Six months ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 17,540 $ 10,219 Financing cash flows from finance leases 1,064 889 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 28,823 $ 43,018 Finance leases 790 3,355 |
Maturities Of Lease Liabilities | Period Ending June 30, 2020 Operating Leases Finance Leases One year or less $ 39,493 $ 3,037 One year to two years 38,056 3,037 Two years to three years 35,417 2,925 Three years to four years 33,951 1,564 Four years to five years 30,656 283 Thereafter 106,594 — Total lease payments $ 284,167 $ 10,846 Less imputed interest ( 90,465 ) ( 3,210 ) Total $ 193,702 $ 7,636 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments [Abstract] | |
Summary Of Outstanding Derivative Instruments | June 30, December 31, Balance sheet location 2020 2019 (In thousands) Derivatives Foreign exchange contracts not designated as hedging instruments Other current assets $ 14,181 $ 1,249 Foreign exchange contracts designated as cash flow hedges Other current assets 2,262 — Foreign exchange contracts not designated as hedging instruments Other current liabilities 984 — Foreign exchange contracts designated as cash flow hedges Other current liabilities — 251 |
Effect Of Derivative Contracts | Amount of Amount of gain reclassified December 31, Gain (Loss) recognized from accumulated June 30, 2019 in other comprehensive loss other comprehensive loss (income) 2020 (In thousands) Foreign exchange contracts designated as cash flow hedges $ ( 250 ) $ 7,135 $ ( 3,640 ) $ 3,245 |
Fair Value Of Derivative Instruments | Six month periods ended June 30, Three month periods ended June 30, 2020 2019 2020 2019 (In thousands) (In thousands) Foreign exchange contracts not designated as hedging instruments $ 21,826 $ 69 $ 5,059 $ 69 Loss from foreign exchange contracts designated as fair value hedges — ( 1,030 ) — ( 1,030 ) Gain from hedged items attributable to hedged risks — 1,030 — 1,030 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | ||||||||
Long-lived assets, intangible assets and goodwill located in the foreign operations | $ 360,133 | $ 360,133 | $ 345,204 | |||||
Loans outstanding | 144,203 | 144,203 | 188,544 | |||||
Allowance for doubtful accounts, loan receivables and chargebacks | 70,790 | 70,790 | 38,079 | |||||
Deferred Revenue | 17,052 | 17,052 | 16,590 | $ 5,918 | ||||
Deferred Revenue, Revenue Recognized | $ 8,475 | $ 4,193 | ||||||
Percentage on relief of total income tax | 60.00% | |||||||
Percentage on relief of payroll tax | 70.00% | |||||||
Income tax expense (benefit) | 33,393 | $ (8,917) | $ 37,822 | (5,426) | ||||
Recognized gains in interest income and other financial gains | 11,047 | 3,722 | ||||||
Stockholders' Equity Attributable to Parent | 1,808,249 | $ 2,145,769 | 1,808,249 | $ 2,145,769 | $ 1,866,567 | 1,983,120 | $ 2,214,058 | $ 336,700 |
Aggregate per share effect of the Argentine tax holiday | $ 0.02 | $ 0.09 | ||||||
Loans receivable | 170,034 | 170,034 | 208,988 | |||||
Allowance for doubtful accounts, loan receivables and chargebacks | 25,831 | 25,831 | 20,444 | |||||
New Software Development Law [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Income tax expense (benefit) | $ (774) | $ (4,093) | ||||||
Software development law audit fees | 211 | 611 | ||||||
Labor cost benefit | $ 2,241 | $ 4,637 | ||||||
Mexico Segment [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Valuation allowance in certain subsidiaries | 3,125 | 17,311 | ||||||
Cumulative Effect Period Of Adoption Adjustment [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Stockholders' Equity Attributable to Parent | $ (4,570) | |||||||
Credit Cards Receivable And Other Means Of Payment [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Allowance for doubtful accounts, loan receivables and chargebacks | $ 26,654 | $ 26,654 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies [Abstract] | ||
Foreign currency translation | $ (508,749) | $ (408,099) |
Unrealized gains on investments | 1,343 | 2,029 |
Unrealized gains (losses) on hedging activities | 3,245 | (250) |
Estimated tax loss on unrealized gains | (1,200) | (351) |
Accumulated other comprehensive loss | $ (505,361) | $ (406,671) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Summary of Changes in Accumulated Balances of Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Beginning Balance, Estimated tax (expense) benefit | $ (351) | $ (351) | |||
Other comprehensive income (loss) before reclassifications, Estimated tax (expense) benefit | (2,439) | ||||
Amount of loss (gain) reclassified from accumulated other comprehensive loss, Estimated tax (expense) benefit | 1,590 | ||||
Net current period other comprehensive income (loss), Estimated tax (expense) benefit | (849) | ||||
Ending Balance, Estimated tax (expense) benefit | $ (1,200) | (1,200) | |||
Beginning Balance | (406,671) | (406,671) | |||
Other comprehensive income (loss) before reclassifications, net of tax | (94,611) | ||||
Amount of loss (gain) reclassified from accumulated other comprehensive loss, net of tax | (4,079) | ||||
Net current period other comprehensive income (loss), net of tax | (8,637) | (90,053) | $ 4,139 | $ (1,011) | (98,690) |
Ending Balance | (505,361) | (505,361) | |||
Unrealized (Losses) Gains on Hedging Activities, Net [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Beginning Balance | (250) | (250) | |||
Other comprehensive (loss) income before reclassifications, before tax | 7,135 | ||||
Amount of (gain) loss reclassified from accumulated other comprehensive loss, before tax | (3,640) | ||||
Net current period other comprehensive income (loss), before tax | 3,495 | ||||
Ending Balance | 3,245 | 3,245 | |||
Unrealized (Losses) Gains on Investments [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Beginning Balance | 2,029 | 2,029 | |||
Other comprehensive (loss) income before reclassifications, before tax | 1,343 | ||||
Amount of (gain) loss reclassified from accumulated other comprehensive loss, before tax | (2,029) | ||||
Net current period other comprehensive income (loss), before tax | (686) | ||||
Ending Balance | 1,343 | 1,343 | |||
Foreign Currency Translation [Member] | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Beginning Balance | $ (408,099) | (408,099) | |||
Other comprehensive (loss) income before reclassifications, before tax | (100,650) | ||||
Net current period other comprehensive income (loss), before tax | (100,650) | ||||
Ending Balance | $ (508,749) | $ (508,749) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Reclassifications Out of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Interest income and other financial gains | $ 18,782 | $ 33,684 | $ 55,566 | $ 58,128 | ||
Cost of net revenues | 451,197 | 272,812 | 790,474 | 509,578 | ||
Income tax loss | (33,393) | 8,917 | (37,822) | 5,426 | ||
Net income | $ 55,947 | $ (21,109) | $ 16,217 | $ 11,864 | 34,838 | $ 28,081 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Income tax loss | (1,590) | |||||
Net income | 4,079 | |||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized (Losses) Gains on Investments [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Interest income and other financial gains | 2,029 | |||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized (Losses) Gains on Hedging Activities, Net [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Cost of net revenues | $ 3,640 |
Net Income Per Share (Narrative
Net Income Per Share (Narrative) (Details) - Convertible Senior Notes [Member] - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2018 | Aug. 24, 2018 | Jun. 30, 2014 |
2019 Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible senior notes, issued | $ 330,000,000 | ||||
Convertible senior notes, interest rate | 2.25% | ||||
2028 Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible senior notes, issued | $ 879,999,000 | $ 880,000,000 | $ 880,000,000 | $ 880,000,000 | |
Convertible senior notes, interest rate | 2.00% | 2.00% | 2.00% | 2.00% |
Net Income Per Share (Net (Loss
Net Income Per Share (Net (Loss) Income Per Share of Common Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net income attributable to MercadoLibre, Inc. per common share | ||||||
Net income per common share, Basic | $ 1.11 | $ 0.31 | $ 0.66 | $ 0.45 | ||
Net income per common share, Diluted | $ 1.11 | $ 0.31 | $ 0.66 | $ 0.45 | ||
Numerator: | ||||||
Net (loss) income | $ 55,947 | $ (21,109) | $ 16,217 | $ 11,864 | $ 34,838 | $ 28,081 |
Amortization of redeemable convertible preferred stock | (5,841) | |||||
Dividends on preferred stock | (1,000) | $ (1,000) | (1,000) | (2,000) | (1,000) | |
Net income corresponding to common stock, Basic | 54,947 | 15,217 | 32,838 | 21,240 | ||
Net income corresponding to common stock, Diluted | $ 54,947 | $ 15,217 | $ 32,838 | $ 21,240 | ||
Denominator: | ||||||
Weighted average of common stock outstanding for Basic earnings per share | 49,709,973 | 49,318,522 | 49,709,964 | 47,658,610 | ||
Adjusted weighted average of common stock outstanding for Diluted earnings per share | 49,709,973 | 49,318,522 | 49,709,964 | 47,658,610 |
Cash, Cash Equivalents, Restr_3
Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | $ 493,808 | $ 66,684 |
Short-term Investments | 2,124,872 | $ 1,597,241 |
Bank Account (Argentine Central Bank Regulation) [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | $ 217,158 | |
Sovereign Debt Securities (Central Bank of Brazil Mandatory Guarantee) [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Percent of electronic funds | 100.00% | 100.00% |
Short-term Investments | $ 530,660 | $ 506,175 |
Cash, Cash Equivalents, Restr_4
Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments (Components Of Cash, Cash Equivalents, Restricted Cash And Cash Equivalents And Investments) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Cash and cash equivalents | $ 1,169,550 | $ 1,384,740 | |||||
Restricted cash and cash equivalents | 493,808 | 66,684 | |||||
Total cash, cash equivalents, restricted cash and cash equivalents | 1,663,358 | [1] | 1,451,424 | [1] | $ 1,128,322 | $ 464,695 | |
Short-term Investments | 2,124,872 | 1,597,241 | |||||
Long-term Investments | 5,790 | 263,983 | |||||
Time Deposits [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Short-term Investments | 422,849 | 189,660 | |||||
Sovereign Debt Securities (Central Bank of Brazil Mandatory Guarantee) [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Short-term Investments | 530,660 | 506,175 | |||||
Sovereign Debt Securities (Secured Lines Of Credit Guarantee) [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Short-term Investments | 16,623 | ||||||
Sovereign Debt Securities [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Short-term Investments | 1,171,363 | 884,720 | |||||
Long-term Investments | 260,320 | ||||||
Corporate Debt Securities [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Short-term Investments | 63 | ||||||
Long-term Investments | 173 | ||||||
Other Investments [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Long-term Investments | 5,790 | 3,490 | |||||
Securitization Transactions [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Restricted cash and cash equivalents | 51,753 | 37,424 | |||||
Sovereign Debt Securities (Secured Lines Of Credit Guarantee) [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Restricted cash and cash equivalents | $ 29,260 | ||||||
Bank Collateral Account [Member] | |||||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||||
Restricted cash and cash equivalents | [2] | $ 224,897 | |||||
[1] | Cash, cash equivalents, restricted cash and cash equivalents as reported in the consolidated statements of cash flow. | ||||||
[2] | Cash deposited and owned by the Company under the sole control and dominion of escrow agents as collateral of loans granted to a Brazilian subsidiary with due date in October 2020. |
Loans Receivable, Net (Componen
Loans Receivable, Net (Components Of Loan Receivable) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans receivable | $ 170,034 | $ 208,988 |
Allowance for uncollectible accounts | (25,831) | (20,444) |
Loans receivables, net | 144,203 | 188,544 |
Current | 139,148 | 182,105 |
Non-current | 5,055 | 6,439 |
On-line Merchant [Member] | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans receivable | 91,750 | 130,102 |
Consumer [Member] | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans receivable | 59,815 | 60,179 |
In-Store Merchant [Member] | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans receivable | $ 18,469 | $ 18,707 |
Loans Receivable, Net (Schedule
Loans Receivable, Net (Schedule Of Credit Quality Analysis Of Loans Receivables) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Financing Receivable, Past Due [Line Items] | ||
Total past due | $ 24,375 | $ 34,926 |
To become due | 145,659 | 174,062 |
Total | 170,034 | 208,988 |
1-30 Days Past Due [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 12,206 | 20,430 |
31-60 Days Past Due [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 3,643 | 6,916 |
61-90 Days Past Due [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | $ 8,526 | $ 7,580 |
Loans Receivable, Net (Summary
Loans Receivable, Net (Summary Of Allowance For Uncollectible Accounts Activity) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | [1] | ||
Loans Receivable, Net [Abstract] | ||||
Balance at beginning of year | $ 20,444 | $ 6,636 | ||
Adoption of ASC 326 | [2] | 4,977 | ||
Charged/credit to Net income | 34,614 | 20,000 | ||
Charge/Utilized/Currency translation adjustments/Write-offs | (34,204) | (12,023) | ||
Balance at end of period | $ 25,831 | $ 14,613 | ||
[1] | The comparative information has not been restated and continues to be reported under the accounting standard in effect during 2019. | |||
[2] | Cumulative pre-tax adjustments recorded to retained earnings as of January 1, 2020 |
Business Combinations, Goodwi_3
Business Combinations, Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | |||||
Aggregate amortization expense for intangible assets | $ 1,711 | $ 919 | $ 2,519 | $ 2,149 | |
Kiserty S.A. [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of acquisition | 100.00% | ||||
Aggregate purchase price for acquisition | $ 10,899 | ||||
Business acquisition, cash paid | 8,500 | ||||
Amount in escrow account | 225 | ||||
Fair value of contingent consideration | $ 2,174 | ||||
Net revenues | $ 213 |
Business Combinations, Goodwi_4
Business Combinations, Goodwill and Intangible Assets (Composition of Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 81,799 | $ 87,609 | $ 88,883 |
Total intangible assets | 35,982 | 35,012 | |
Accumulated amortization | (20,040) | (20,737) | |
Total intangible assets, net | 15,942 | 14,275 | |
Licenses and Others [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 4,688 | 5,320 | |
Non-Compete Agreement[Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 3,295 | 2,703 | |
Customer Lists [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 13,514 | 13,900 | |
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 7,180 | 4,723 | |
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets with indefinite lives | $ 7,305 | $ 8,366 |
Business Combinations, Goodwi_5
Business Combinations, Goodwill and Intangible Assets (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Balance, beginning of the period | $ 87,609 | $ 88,883 |
Business acquisitions | 7,900 | |
Purchase price allocations adjustments | 45 | |
Effect of exchange rates changes | (13,710) | (1,319) |
Balance, end of the period | 81,799 | 87,609 |
Brazil [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 29,072 | 30,069 |
Effect of exchange rates changes | (6,543) | (997) |
Balance, end of the period | 22,529 | 29,072 |
Argentina [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 6,991 | 6,946 |
Business acquisitions | 3,603 | |
Purchase price allocations adjustments | 45 | |
Balance, end of the period | 10,594 | 6,991 |
Mexico [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 32,196 | 31,340 |
Business acquisitions | 1,062 | |
Effect of exchange rates changes | (5,371) | 856 |
Balance, end of the period | 27,887 | 32,196 |
Chile [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 14,872 | 16,014 |
Business acquisitions | 1,241 | |
Effect of exchange rates changes | (1,306) | (1,142) |
Balance, end of the period | 14,807 | 14,872 |
Colombia [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 3,312 | 3,339 |
Business acquisitions | 1,246 | |
Effect of exchange rates changes | (408) | (27) |
Balance, end of the period | 4,150 | 3,312 |
Other Countries [Member] | ||
Goodwill [Line Items] | ||
Balance, beginning of the period | 1,166 | 1,175 |
Business acquisitions | 748 | |
Effect of exchange rates changes | (82) | (9) |
Balance, end of the period | $ 1,832 | $ 1,166 |
Business Combinations, Goodwi_6
Business Combinations, Goodwill and Intangible Assets (Expected Intangible Asset Amortization Expense) (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Business Combinations, Goodwill and Intangible Assets [Abstract] | |
For year ended 12/31/2020 | $ 2,344 |
For year ended 12/31/2021 | 3,610 |
For year ended 12/31/2022 | 1,453 |
For year ended 12/31/2023 | 871 |
Thereafter | 359 |
Total remaining amortization of intangible assets | $ 8,637 |
Segment Reporting (Financial Pe
Segment Reporting (Financial Performance of Company's Reporting Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 878,369 | $ 545,242 | $ 1,530,460 | $ 1,019,012 |
Direct costs | (641,658) | (469,483) | (1,207,677) | (848,350) |
Direct contribution | 236,711 | 75,759 | 322,783 | 170,662 |
Operating expenses and indirect costs of net revenues | (137,273) | (88,247) | (253,039) | (173,011) |
Income (loss) from operations | 99,438 | (12,488) | 69,744 | (2,349) |
Other income (expenses): | ||||
Interest income and other financial gains | 18,782 | 33,684 | 55,566 | 58,128 |
Interest expense and other financial losses | (26,977) | (14,679) | (50,561) | (30,238) |
Foreign currency (losses) gains | (1,903) | 783 | (2,089) | (2,886) |
Net income before income tax (expense) gain | 89,340 | 7,300 | 72,660 | 22,655 |
Operating Segments [Member] | Brazil Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 465,298 | 340,858 | 862,745 | 643,242 |
Direct costs | (324,754) | (275,917) | (647,382) | (501,260) |
Direct contribution | 140,544 | 64,941 | 215,363 | 141,982 |
Operating Segments [Member] | Argentina Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 239,204 | 113,913 | 372,079 | 207,689 |
Direct costs | (171,408) | (83,909) | (272,433) | (151,401) |
Direct contribution | 67,796 | 30,004 | 99,646 | 56,288 |
Operating Segments [Member] | Mexico Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 125,950 | 64,383 | 220,703 | 118,944 |
Direct costs | (110,553) | (85,216) | (225,315) | (150,801) |
Direct contribution | 15,397 | (20,833) | (4,612) | (31,857) |
Operating Segments [Member] | Other Countries Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 47,917 | 26,088 | 74,933 | 49,137 |
Direct costs | (34,943) | (24,441) | (62,547) | (44,888) |
Direct contribution | $ 12,974 | $ 1,647 | $ 12,386 | $ 4,249 |
Segment Reporting (Allocation o
Segment Reporting (Allocation of Long-Lived Tangible Assets Based on Geography) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 263,041 | $ 244,257 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 649 | 937 |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 112,904 | 100,536 |
Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 99,162 | 103,571 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 36,215 | 30,131 |
Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 14,111 | 9,082 |
Total Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 262,392 | $ 243,320 |
Segment Reporting (Allocation_2
Segment Reporting (Allocation of Goodwill and Intangible Assets Based on Geography) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | $ 97,741 | $ 101,884 |
Argentina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 13,879 | 8,632 |
Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 23,329 | 30,142 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 31,190 | 36,003 |
Chile [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | 22,070 | 22,237 |
Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total goodwill and intangible assets | $ 7,273 | $ 4,870 |
Segment Reporting (Consolidated
Segment Reporting (Consolidated Net Revenues by Similar Products and Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | $ 878,369 | $ 545,242 | $ 1,530,460 | $ 1,019,012 | |
Commerce [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | [1] | 581,703 | 324,016 | 962,413 | 610,821 |
Fintech [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Net revenues | $ 296,666 | $ 221,226 | $ 568,047 | $ 408,191 | |
[1] | Includes marketplace fees, shipping fees, ad sales, classified fees and other ancillary services. |
Fair Value Measurement of Ass_3
Fair Value Measurement of Assets and Liabilities (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Auction Rate Securities [Member] | Direct Investment [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Non-financial assets | $ 0 | $ 0 |
Non-financial liabilities | 0 | 0 |
2028 Convertible Senior Notes [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Net carrying amount | $ 660,931 | $ 686,366 |
Fair Value Measurement of Ass_4
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 | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | $ 2,297,984 | $ 2,453,046 |
Contingent considerations | 4,506 | 2,201 |
Long-term retention plan | 68,298 | 60,958 |
Derivative Instruments | 984 | 251 |
Total Financial Liabilities | 73,788 | 63,410 |
Derivative Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other Assets | 16,443 | 1,249 |
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 | 2,281,541 | 2,451,739 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | 58 | |
Long-term retention plan | 68,298 | 60,958 |
Total Financial Liabilities | 68,298 | 60,958 |
Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Assets | 16,443 | 1,249 |
Contingent considerations | 4,506 | 2,201 |
Derivative Instruments | 984 | 251 |
Total Financial Liabilities | 5,490 | 2,452 |
Unobservable Inputs (Level 3) [Member] | Derivative Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other Assets | 16,443 | 1,249 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 526,204 | 688,760 |
Restricted Cash and cash equivalents | 36,616 | 32,829 |
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 | 526,204 | 688,760 |
Restricted Cash and cash equivalents | 36,616 | 32,829 |
Sovereign Debt Securities (Central Bank of Brazil Mandatory Guarantee) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 530,660 | 506,175 |
Sovereign Debt Securities (Central Bank of Brazil Mandatory Guarantee) [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 | 530,660 | 506,175 |
Sovereign Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 16,698 | 32,874 |
Restricted Cash and cash equivalents | 29,260 | |
Investments | 1,171,363 | 1,161,663 |
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] | ||
Cash and Cash Equivalents | 16,698 | 32,874 |
Restricted Cash and cash equivalents | 29,260 | |
Investments | $ 1,171,363 | 1,161,663 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 236 | |
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 | 178 | |
Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 58 |
Fair Value Measurement of Ass_5
Fair Value Measurement of Assets and Liabilities (Fair Value of Financial Assets and Liabilities Measured at Amortized Cost) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | $ 1,385,410 | $ 942,837 | |
Liabilities | 3,212,881 | 2,336,434 | |
Accounts Payable And Accrued Expenses [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | [1] | 417,759 | 372,309 |
Funds Payable to Customers [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 1,324,605 | 894,057 | |
Salaries and Social Security Payable [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 71,925 | 67,686 | |
Taxes Payable [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 141,226 | 60,247 | |
Loans Payable and Other Financial Liabilities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | [1] | 1,202,582 | 817,491 |
Other Liabilities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | [1] | 54,784 | 124,644 |
Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 1,385,410 | 942,837 | |
Liabilities | 3,284,857 | 2,446,846 | |
Significant Other Observable Inputs (Level 2) [Member] | Accounts Payable And Accrued Expenses [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | [1] | 417,759 | 372,309 |
Significant Other Observable Inputs (Level 2) [Member] | Funds Payable to Customers [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 1,324,605 | 894,057 | |
Significant Other Observable Inputs (Level 2) [Member] | Salaries and Social Security Payable [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 71,925 | 67,686 | |
Significant Other Observable Inputs (Level 2) [Member] | Taxes Payable [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | 141,226 | 60,247 | |
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] | 1,274,558 | 927,903 |
Significant Other Observable Inputs (Level 2) [Member] | Other Liabilities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liabilities | [1] | 54,784 | 124,644 |
Time Deposits [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 422,849 | 189,660 | |
Time Deposits [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 422,849 | 189,660 | |
Accounts Receivable [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 42,423 | 35,446 | |
Accounts Receivable [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 42,423 | 35,446 | |
Credit Cards Receivable And Other Means Of Payment, Net [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 646,739 | 379,969 | |
Credit Cards Receivable And Other Means Of Payment, Net [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 646,739 | 379,969 | |
Loans Receivable, Net [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 144,203 | 188,544 | |
Loans Receivable, Net [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 144,203 | 188,544 | |
Other Assets [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | 129,196 | 149,218 | |
Other Assets [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets | $ 129,196 | $ 149,218 | |
[1] | The fair value of the 2028 Notes (including the equity component) is disclosed in Note 11. |
Fair Value Measurement of Ass_6
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 | Jun. 30, 2020 | Dec. 31, 2019 | |||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | $ 2,269,151 | $ 2,447,417 | |||
Gross Unrealized Gains | 1,343 | [1] | 2,085 | [2] | |
Financial Gains | 11,047 | 2,437 | |||
Financial Losses | (142) | ||||
Estimated Fair Value | 2,281,541 | 2,451,797 | |||
Cash and Cash Equivalents [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 542,877 | 721,611 | |||
Financial Gains | 25 | 23 | |||
Estimated Fair Value | 542,902 | 721,634 | |||
Cash and Cash Equivalents [Member] | Money Market Funds [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 526,204 | 688,760 | |||
Estimated Fair Value | 526,204 | 688,760 | |||
Cash and Cash Equivalents [Member] | Sovereign Debt Securities [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 16,673 | 32,851 | |||
Financial Gains | 25 | 23 | |||
Estimated Fair Value | 16,698 | 32,874 | |||
Restricted Cash and Cash Equivalents [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 36,616 | 62,056 | |||
Financial Gains | 33 | ||||
Estimated Fair Value | 36,616 | 62,089 | |||
Restricted Cash and Cash Equivalents [Member] | Money Market Funds [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 36,616 | 32,829 | |||
Estimated Fair Value | 36,616 | 32,829 | |||
Restricted Cash and Cash Equivalents [Member] | Sovereign Debt Securities [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | [3] | 29,227 | |||
Financial Gains | [3] | 33 | |||
Estimated Fair Value | [3] | 29,260 | |||
Short-Term Investments [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 1,689,658 | [4] | 1,403,180 | ||
Gross Unrealized Gains | 1,343 | [1],[4] | 2,080 | [2] | |
Financial Gains | 11,022 | [4] | 2,380 | ||
Financial Losses | (59) | ||||
Estimated Fair Value | 1,702,023 | [4] | 1,407,581 | ||
Short-Term Investments [Member] | Sovereign Debt Securities (Central Bank of Brazil Mandatory Guarantee) [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | [5] | 527,098 | 504,195 | ||
Financial Gains | [5] | 3,562 | 1,980 | ||
Estimated Fair Value | [5] | 530,660 | 506,175 | ||
Short-Term Investments [Member] | Sovereign Debt Securities [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 1,162,560 | [5] | 898,922 | [6] | |
Gross Unrealized Gains | 1,343 | [1],[5] | 2,080 | [2],[6] | |
Financial Gains | 7,460 | [5] | 400 | [6] | |
Financial Losses | [6] | (59) | |||
Estimated Fair Value | 1,171,363 | [5] | 901,343 | [6] | |
Short-Term Investments [Member] | Corporate Debt Securities [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 63 | ||||
Estimated Fair Value | 63 | ||||
Short-Term Investments [Member] | U.S. Treasury Notes [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Estimated Fair Value | $ 820,088 | 627,842 | |||
Long-term Investments [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 260,570 | ||||
Gross Unrealized Gains | [2] | 5 | |||
Financial Gains | 1 | ||||
Financial Losses | (83) | ||||
Estimated Fair Value | 260,493 | ||||
Long-term Investments [Member] | Sovereign Debt Securities [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | [7] | 260,400 | |||
Gross Unrealized Gains | [2],[7] | 2 | |||
Financial Gains | [7] | 1 | |||
Financial Losses | [7] | (83) | |||
Estimated Fair Value | [7] | 260,320 | |||
Long-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost | 170 | ||||
Gross Unrealized Gains | [2] | 3 | |||
Estimated Fair Value | 173 | ||||
Long-term Investments [Member] | U.S. Treasury Notes [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Estimated Fair Value | 260,230 | ||||
Argentina Segment [Member] | Short-Term Investments [Member] | Sovereign Debt Securities [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Estimated Fair Value | $ 16,623 | ||||
[1] | Unrealized gains 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 credit losses based on the evaluation of available evidence including the credit rating of the investments, as of June 30, 2020. | ||||
[2] | Unrealized gains 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, 2019. | ||||
[3] | Held by the Company’s Argentine subsidiary in guarantee for secured lines of credit. (See Note 11 – Loans payable and other financial liabilities.) | ||||
[4] | Includes $ 820,088 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option (See Note 2 – Fair value option applied to certain financial instruments) | ||||
[5] | Brazilian government bonds measured at fair value with impact on the consolidated statement of income for the application of the fair value option. (See Note 2 – Fair value option applied to certain financial instruments.) | ||||
[6] | Includes $ 627,842 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option (See Note 2 – Investments - Fair value option applied to certain financial instruments.) and $ 16,623 thousands held by the Company’s Argentine subsidiary in guarantee for secured lines of credit. (See Note 11 – Loans payable and other financial liabilities.) | ||||
[7] | Includes $ 260,230 thousands of U.S treasury notes measured at fair value with impact on the consolidated statement of income for the application of the fair value option. (See Note 2 –Investments - Fair value option applied to certain financial instruments.) |
Fair Value Measurement of Ass_7
Fair Value Measurement of Assets and Liabilities (Estimated Fair Values Of Cash Equivalents, Short-Term and Long-Term Investments, Effective Maturities) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Measurement of Assets and Liabilities [Abstract] | ||
One year or less | $ 2,281,541 | |
Total | $ 2,281,541 | $ 2,451,797 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020USD ($)item | Dec. 31, 2019USD ($) | |
Loss Contingencies [Line Items] | ||
Reserves for proceeding-related contingencies | $ 7,485 | |
Aggregate amount for legal actions for which no loss amount has been accrued | 18,944 | |
Loss accrued for reasonably possible legal actions | 0 | |
Deposit with court | 42,935 | |
Accrued interests | $ 4,249 | |
Number of purchase commitments entered | item | 2 | |
Buyer Protection Program [Member] | ||
Loss Contingencies [Line Items] | ||
Provision for maximum potential exposure | $ 2,028,711 | $ 1,365,815 |
Product liability, contingency, recorded allowance | 5,916 | $ 3,808 |
Cloud Platform Services [Member] | ||
Loss Contingencies [Line Items] | ||
Paid in relation to the contract | 1,864 | |
Cloud Platform Services [Member] | Fully Paid Off Between June 1, 2020 And May 31, 2024 [Member] | ||
Loss Contingencies [Line Items] | ||
Purchase Commitment, Amount | 240,500 | |
Cloud Platform Services [Member] | Fully Paid Off Between November 24, 2019 And March 23, 2023 [Member] | ||
Loss Contingencies [Line Items] | ||
Purchase Commitment, Amount | $ 30,000 |
Long Term Retention Program (Lo
Long Term Retention Program (Long Term Retention Plans Accrued Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | $ 36,243 | $ 18,767 | $ 51,907 | $ 32,208 |
LTRP 2011 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | (29) | 26 | ||
LTRP 2012 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | 857 | 69 | 1,416 | |
LTRP 2013 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | (96) | 97 | ||
LTRP 2014 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | (1) | 1,603 | 125 | 2,823 |
LTRP 2015 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | 3,613 | 2,880 | 4,885 | 4,862 |
LTRP 2016 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | 7,620 | 4,569 | 10,055 | 7,607 |
LTRP 2017 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | 7,854 | 4,163 | 10,560 | 6,976 |
LTRP 2018 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | 3,807 | 1,868 | 5,363 | 3,323 |
LTRP 2019 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | 6,657 | $ 2,952 | 10,320 | $ 5,078 |
LTRP 2020 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long term retention plan | $ 6,693 | $ 10,530 |
Loans Payable And Other Finan_3
Loans Payable And Other Financial Liabilities (Narrative) (Details) | Aug. 24, 2018USD ($)$ / shares$ / item | Jun. 30, 2020USD ($)item$ / shares$ / item | Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Nov. 30, 2018USD ($) | Aug. 31, 2018USD ($) |
One Note Converted [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible senior notes, amount converted | $ 1,000 | ||||||
Convertible Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of notes converted | item | 1 | ||||||
Convertible Senior Notes [Member] | Initial Issuance - 2028 Convertible Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 800,000,000 | ||||||
Convertible Senior Notes [Member] | Additional Issuance - 2028 Convertible Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 80,000,000 | ||||||
Convertible Senior Notes [Member] | 2028 Convertible Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 880,000,000 | $ 879,999,000 | $ 880,000,000 | $ 880,000,000 | |||
Debt instrument, interest rate | 2.00% | 2.00% | 2.00% | 2.00% | |||
Debt instrument, maturity date | Aug. 15, 2028 | ||||||
Convertible senior notes, conversion rate | 2.2553% | ||||||
Converted instrument, principal amount used per conversion | $ / item | 1,000 | 100 | |||||
Convertible senior notes, conversion price | $ / shares | $ 443.40 | ||||||
Amount paid to enter into capped call transactions | $ 104,095,000 | $ 8,005,000 | $ 88,362,000 | $ 11,472,000 | $ 91,784,000 | ||
Estimated fair value | $ 2,017,169,000 | $ 1,338,014,000 | |||||
Common stock, closing price per share | $ / shares | $ 985.77 | ||||||
Debt instrument convertible, if-converted value in excess of principal | $ 1,076,421,000 |
Loans Payable And Other Finan_4
Loans Payable And Other Financial Liabilities (Summary Of Loans Payable And Other Financial Liabilities) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | ||
Debt Instrument [Line Items] | |||
Convertible notes, current | $ 6,649 | $ 6,649 | |
Finance lease obligations, current | 1,832 | 2,008 | |
Credit card collateralized debt | 20,028 | 17,309 | |
Collateralized debt, current | 45,875 | 43,862 | |
Other lines of credit, current | 670 | ||
Current loans payable and other financial liabilities | 591,683 | 186,138 | |
Convertible notes, noncurrent | 582,306 | 569,305 | |
Finance lease obligations, noncurrent | 5,804 | 7,368 | |
Collateralized debt, noncurrent | 22,789 | 54,680 | |
Non Current loans payable and other financial liabilities | 610,899 | 631,353 | |
Loans From Banks, 2.09% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 54,261 | 38,780 | |
Debt weight average rate | 2.09% | ||
Loans From Banks, CDI+3.35% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 66,826 | ||
Loans From Banks, CDI+3.35% [Member] | CDI [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.35% | ||
Loans From Banks, CDI+2.30% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 37,072 | ||
Loans From Banks, CDI+2.30% [Member] | CDI [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.30% | ||
Loans From Banks, CDI+3.90% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 5,552 | ||
Loans From Banks, CDI+3.90% [Member] | CDI [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.90% | ||
Loans From Banks, CDI+3.25% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 40,532 | ||
Loans From Banks, CDI+3.25% [Member] | CDI [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.25% | ||
Loans From Banks, CDI+2.9% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 9,159 | ||
Loans From Banks, CDI+2.9% [Member] | CDI [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.90% | ||
Loans From Banks, TIIE+2.55% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 15,884 | ||
Loans From Banks, TIIE+2.55% [Member] | TIIE [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.55% | ||
Loans From Banks, 32.50% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 14,360 | ||
Debt weight average rate | 32.50% | ||
Loans From Banks, 9.39% [Member] | |||
Debt Instrument [Line Items] | |||
Loans from bank, current | $ 13,321 | ||
Debt weight average rate | 9.39% | ||
Secured Lines Of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Lines of credit, current | 49,499 | ||
Secured Lines Of Credit, CDI+1.00% [Member] | |||
Debt Instrument [Line Items] | |||
Lines of credit, current | [1] | $ 102,927 | |
Secured Lines Of Credit, CDI+1.00% [Member] | CDI [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Secured Lines Of Credit, CDI+1.50% [Member] | |||
Debt Instrument [Line Items] | |||
Lines of credit, current | [1] | $ 99,171 | |
Secured Lines Of Credit, CDI+1.50% [Member] | CDI [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
Unsecured Line Of Credit 9.88% [Member] | |||
Debt Instrument [Line Items] | |||
Lines of credit, current | $ 18,736 | 16,435 | |
Debt weight average rate | 9.88% | ||
Unsecured Line Of Credit 27.67% [Member] | |||
Debt Instrument [Line Items] | |||
Lines of credit, current | $ 36,221 | 9,645 | |
Debt weight average rate | 27.67% | ||
Unsecured Line Of Credit 1.47% [Member] | |||
Debt Instrument [Line Items] | |||
Lines of credit, current | $ 2,607 | $ 1,951 | |
Debt weight average rate | 1.47% | ||
[1] |
Loans Payable And Other Finan_5
Loans Payable And Other Financial Liabilities (Carrying Amounts of Liability and Equity Components) (Details) - Convertible Senior Notes [Member] - 2028 Convertible Senior Notes [Member] - USD ($) | 6 Months Ended | ||||
Jun. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2018 | Aug. 24, 2018 | ||
Debt Instrument [Line Items] | |||||
Amount of the equity component | [1] | $ 327,305,000 | $ 327,305,000 | ||
Convertible senior notes | 879,999,000 | 880,000,000 | $ 880,000,000 | $ 880,000,000 | |
Unamortized debt discount | [2] | (288,500,000) | (301,227,000) | ||
Unamortized transaction costs related to the debt component | (9,193,000) | (9,468,000) | |||
Contractual coupon interest accrual | 32,609,000 | 23,809,000 | |||
Contractual coupon interest payment | (25,960,000) | (17,160,000) | |||
Net carrying amount | $ 588,955,000 | $ 575,954,000 | |||
Convertible senior notes, interest rate | 2.00% | 2.00% | 2.00% | 2.00% | |
Transaction Costs Allocated Between Liability And Equity Components | $ 6,163,000 | ||||
Remaining period over which the unamortized debt discount will be amortized | 8 years 2 months 12 days | ||||
[1] | Net of $ 6,163 thousands of transaction costs related to the equity component of the 2028 Notes. | ||||
[2] | As of June 30, 2020 , the remaining period over which the unamortized debt discount will be amortized is 8.2 years. |
Loans Payable And Other Finan_6
Loans Payable And Other Financial Liabilities (Summary of Interest Expense for Contractual Interest and Accretion of Debt Discount) (Details) - Convertible Senior Notes [Member] - 2028 Convertible Senior Notes [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Contractual coupon interest expense | $ 4,400 | $ 4,400 | $ 8,800 | $ 9,142 |
Amortization of debt discount | 6,420 | 5,968 | 12,727 | 12,285 |
Amortization of debt issuance costs | 140 | 117 | 275 | 239 |
Total interest expense related to the Notes | $ 10,960 | $ 10,485 | $ 21,802 | $ 21,666 |
Equity Offerings (Details)
Equity Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 29, 2019 | Mar. 15, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Stock Issued During Period, Value, New Issues | $ 1,866,500 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Redeemable convertible preferred stock, Par Value | 0.001 | $ 0.001 | |||
Common Stock, Convertible, Conversion Price | $ 479.71 | ||||
Funds raised from aggregate issuance | $ 1,965,903 | ||||
Equity, issuance cost | $ 34,097 | ||||
Preferred stock, par value | $ 1,000 | ||||
Preferred stock, cash dividend percent | 4.00% | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock Value At Offering | $ 1,150,000 | ||||
Common Stock Value At Offering, Per Share | $ 480 | ||||
Stock Issued During Period, Shares, New Issues | 2,395,834 | ||||
Common Stock Value At Offering, Underwriters' Option, Additional Shares Value | $ 150,000 | ||||
Common stock, par value | $ 0.001 | ||||
PayPay, Inc. [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock Value At Offering, Per Share | $ 436.10 | ||||
Stock Issued During Period, Value, New Issues | $ 750,000 | ||||
Stock Issued During Period, Shares, New Issues | 1,719,790 | ||||
Dragoneer Investment Group [Member] | Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Value, New Issues | $ 100,000 | ||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||
Redeemable convertible preferred stock, Par Value | $ 0.001 |
Securitization Transactions (Na
Securitization Transactions (Narrative) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Brazil [Member] | |
Debt Instrument [Line Items] | |
Collateralized debt | $ 44,036 |
Collateralized Debt, Due June 2021 [Member] | Brazil [Member] | |
Debt Instrument [Line Items] | |
Collateralized debt | $ 10,092 |
Debt term | 36 months |
Collateralized Debt, Due May 2021 [Member] | Brazil [Member] | |
Debt Instrument [Line Items] | |
Collateralized debt | $ 33,944 |
Debt term | 30 months |
Collateralized Debt, Due August 2020 [Member] | Argentina [Member] | |
Debt Instrument [Line Items] | |
Collateralized debt | $ 1,666 |
Debt term | 9 months |
Collateralized Debt, Due November 2022 [Member] | Mexico [Member] | |
Debt Instrument [Line Items] | |
Collateralized debt | $ 22,962 |
Debt term | 36 months |
Maximum [Member] | Collateralized Debt, Due August 2020 [Member] | Argentina [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 50.00% |
Minimum [Member] | Collateralized Debt, Due August 2020 [Member] | Argentina [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 40.00% |
Brazilian DI Rate [Member] | Collateralized Debt, Due June 2021 [Member] | Brazil [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.50% |
Brazilian DI Rate [Member] | Collateralized Debt, Due May 2021 [Member] | Brazil [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.25% |
BADLAR Rate [Member] | Collateralized Debt, Due August 2020 [Member] | Argentina [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.00% |
Diario Oficial [Member] | Collateralized Debt, Due November 2022 [Member] | Mexico [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.34% |
Securitization Transactions (As
Securitization Transactions (Assets And Liabilities Of The Trust) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Securitization Transactions [Line Items] | ||
Restricted cash and cash equivalents | $ 493,808 | $ 66,684 |
Loans receivable, net | 139,148 | 182,105 |
Total current assets | 4,754,554 | 3,788,856 |
Loans receivable, net | 5,055 | 6,439 |
Total non-current assets | 698,182 | 992,835 |
Total assets | 5,452,736 | 4,781,691 |
Accounts payable and accrued expenses | 417,759 | 372,309 |
Loans payable and other financial liabilities | 591,683 | 186,138 |
Total current liabilities | 2,659,779 | 1,752,320 |
Loans payable and other financial liabilities | 610,899 | 631,353 |
Total non-current liabilities | 885,865 | 947,408 |
Total liabilities | 3,545,644 | 2,699,728 |
Trust Created In Brazil [Member] | ||
Securitization Transactions [Line Items] | ||
Restricted cash and cash equivalents | 51,753 | 37,424 |
Loans receivable, net | 51,294 | 104,419 |
Total current assets | 103,047 | 141,843 |
Loans receivable, net | 2,651 | 4,395 |
Total non-current assets | 2,651 | 4,395 |
Total assets | 105,698 | 146,238 |
Accounts payable and accrued expenses | 67 | 128 |
Loans payable and other financial liabilities | 45,875 | 43,862 |
Total current liabilities | 45,942 | 43,990 |
Loans payable and other financial liabilities | 22,789 | 54,680 |
Total non-current liabilities | 22,789 | 54,680 |
Total liabilities | $ 68,731 | $ 98,670 |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 186,851 | $ 200,449 | |
Operating lease liabilities | 193,702 | 199,932 | |
Finance Leases | 7,636 | ||
Amortization depreciation | (1,030) | $ (584) | |
Accumulated Depreciation [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Amortization depreciation | (2,703) | (1,563) | |
Property And Equipment, At Cost [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance Leases | 11,657 | 10,952 | |
Property And Equipment, Net [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance Leases | 8,954 | 9,389 | |
Loans Payable And Other Financial Liabilities [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance Leases | $ 7,636 | $ 9,376 |
Leases (Summary Of Weighted Ave
Leases (Summary Of Weighted Average Remaining Lease Term And Discount Rate) (Details) | Jun. 30, 2020 | |
Leases [Abstract] | ||
Weighted average remaining lease term, Operating leases | 8 years | |
Weighted average remaining lease term, Finance leases | 3 years | |
Weighted average discount rate, Operating leases | 13.00% | [1] |
Weighted average discount rate, Finance leases | 17.00% | [1] |
[1] | Includes discount rates of leases in local currency and U.S dollar . |
Leases (Components Of Lease Exp
Leases (Components Of Lease Expense) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 18,721 | $ 13,874 |
Depreciation of property and equipment | 1,030 | 584 |
Interest on lease liabilities | 896 | 489 |
Total finance lease cost | $ 1,926 | $ 1,073 |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information Related To Leases) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 17,540 | $ 10,219 |
Financing cash flows from finance leases | 1,064 | 889 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | 28,823 | 43,018 |
Right-of-use assets obtained in exchange for lease obligations: Finance leases | $ 790 | $ 3,355 |
Leases (Maturities Of Lease Lia
Leases (Maturities Of Lease Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Leases, One year or less | $ 39,493 | |
Operating Leases, One year to two years | 38,056 | |
Operating Leases, Two years to three years | 35,417 | |
Operating Leases, Three years to four years | 33,951 | |
Operating Leases, Fours years to five years | 30,656 | |
Operating Leases, Thereafter | 106,594 | |
Operating Leases, Total lease payments | 284,167 | |
Operating Leases, Less imputed interest | (90,465) | |
Operating leases, Total | 193,702 | $ 199,932 |
Finance Leases, One year or less | 3,037 | |
Finance Leases, One year to two years | 3,037 | |
Finance Leases, Two years to three years | 2,925 | |
Finance Leases, Three years to four years | 1,564 | |
Finance Leases, Fours years to five years | 283 | |
Finance Leases, Total lease payments | 10,846 | |
Finance Leases, Less imputed interest | (3,210) | |
Finance Leases, Total | $ 7,636 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 |
Forecast [Member] | Foreign Exchange Contracts, Forecasted Purchases Of MPOS Devices [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | $ 4,533 | $ 4,100 | $ 5,070 | $ 6,971 | $ 6,773 | |
Forecast [Member] | Foreign Exchange Contract Entered, USD To Brazilian Reais [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 46,000 | $ 39,000 | ||||
Forecast [Member] | Foreign Exchange Contract Entered, USD To Mexican Peso [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | $ 10,000 | $ 10,000 | ||||
Subsequent Events [Member] | Foreign Exchange Contracts, Forecasted Purchases Of MPOS Devices [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | $ 6,091 | |||||
Subsequent Events [Member] | Foreign Exchange Contract Entered, USD To Brazilian Reais [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | $ 28,600 |
Derivative Instruments (Summary
Derivative Instruments (Summary Of Outstanding Derivative Instruments) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Other Current Assets [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative | $ 2,262 | |
Other Current Assets [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative | 14,181 | $ 1,249 |
Other Current Liabilities [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative | $ 251 | |
Other Current Liabilities [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative | $ 984 |
Derivative Instruments (Effect
Derivative Instruments (Effect Of Derivative Contracts) (Details) - Designated as Hedging Instrument [Member] - Foreign Exchange Contract [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Beginning Balance | $ (250) |
Amount Gain (Loss) recognized in other comprehensive loss | 7,135 |
Less: Amount of gain reclassified from accumulated other comprehensive (loss) income | (3,640) |
End Balance | $ 3,245 |
Derivative Instruments (Fair Va
Derivative Instruments (Fair Value Of Derivative Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative Instruments [Abstract] | ||||
Foreign exchange contracts not designated as hedging instruments | $ 5,059 | $ 69 | $ 21,826 | $ 69 |
Loss from foreign exchange contracts designated as fair value hedges | (1,030) | (1,030) | ||
Gain from hedged items attributable to hedged risk | $ 1,030 | $ 1,030 |
Impact of COVID-19 Pandemic (De
Impact of COVID-19 Pandemic (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Cash and Cash Equivalents [Line Items] | ||
Percent of revenue increase from prior year | 61.10% | |
Cash, Cash Equivalents, and Short-term Investments | $ 2,763,762 | |
Fair Value, Measurements, Recurring [Member] | Sovereign Debt Securities (Central Bank of Brazil Mandatory Guarantee) [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Investments | $ 530,660 | $ 506,175 |