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Summary of Significant Accounting Policies (Policies) | 6 Months Ended
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Jun. 30, 2019
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 $321,409 thousands and $270,073 thousands as of June 30, 2019 and December 31, 2018, respectively. These interim condensed consolidated financial statements reflect the Company’s consolidated financial position as of June 30, 2019 and December 31, 2018. These financial statements include the Company’s consolidated statements of income, comprehensive income and equity for the six and three-month periods ended June 30, 2019 and 2018 and statement of cash flows for the six-month periods ended June 30, 2019 and 2018. These interim condensed consolidated financial statements include all normal recurring adjustments that Management believes are necessary to fairly state the Company’s financial position, operating results and cash flows. Because all of the disclosures required by U.S. GAAP for annual consolidated financial statements are not included herein, these unaudited interim condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2018, 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, 2018. During the six-month period ended June 30, 2019, there were no material updates made to the Company’s significant accounting policies, except for the adoption of ASC 842 and the investments fair value option as of January 1, 2019. See Note 2 to these interim condensed consolidated financial statements for more details.
Cash and Cash Equivalents | Cash and cash equivalents Cash, cash equivalents and restricted cash and cash equivalents of $1,128,322 thousands and $464,695 thousands as reported in the consolidated statements of cash flow as of June 30, 2019 and December 31, 2018, respectively, is the sum of $1,118,662 thousands and $9,660 thousands as of June 30, 2019 and the sum of $440,332 thousands and $24,363 thousands as of December 31, 2018 shown in lines Cash and cash equivalents and Restricted cash and cash equivalents of the consolidated balance sheet.
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, 2018. 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. The allowance for doubtful accounts, loans receivable and chargebacks is estimated based upon our assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions and other factors that may affect our customers’ ability to pay. The allowance for doubtful accounts, loans receivable and chargebacks was $33,439 thousands and $23,411 thousands as of June 30, 2019 and December 31, 2018, 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, 2018 and 2017 was $5,918 thousands and $6,116 thousands, respectively, of which $4,193 thousands and $5,395 thousands were recognized as revenue during the six-month periods ended June 30, 2019 and 2018, respectively. As of June 30, 2019, total deferred revenue was $5,930 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.
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, which is a non-monetary asset, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease, which is a monetary liability. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease prepaid payments made. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. According to transition guidance, finance leases that existed at December 31, 2018 are included in property and equipment, and loans payable and other financial liabilities in the consolidated balance sheets.
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 income (loss). Argentine currency status As of July 1, 2018, the Company transitioned its Argentinian operations to highly inflationary status in accordance with U.S. GAAP, and changed the functional currency for Argentine subsidiaries from Argentine Pesos to U.S. dollars, which is the functional currency of their immediate parent company. Pursuant to the change in the functional currency, monetary assets and liabilities are remeasured at closing exchange rate, and non-monetary assets, revenues and expenses are remeasured at the rate prevailing on the date of the respective transaction. The effect of the re measurement is recognized as foreign currency (losses) gains. Argentina is the second largest principal market of the Company’s business, as measured by net revenue (see Note 5 – Segment Reporting). The economic environment in Argentina has been volatile with weak economic conditions, devaluation of local currency, high interest rates, high level of inflation and a large public deficit which led Argentina to request financial assistance from the International Monetary Fund.
Derivative Financial Instruments | Derivative Financial Instruments The Company designates certain derivatives as hedges of particular risks associated with forecasted purchases (firm commitments). These transactions (mainly currency forward contracts on firm commitments) are classified as fair value hedge. 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. The gains and losses on the foreign exchange derivative contracts economically offset gains and losses on certain foreign currency denominated monetary assets and liabilities. All outstanding derivatives are recognized in the Company’s consolidated balance sheet at fair value. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in consolidated statement of income, together with any changes in the fair value of the firm commitment that are attributable to the hedged risk. Changes in the fair value of derivative instruments not designated as a hedge are recognized in earnings. In addition, the Company used derivative instruments to reduce the volatility of earnings and cash flows, which were classified as cash flow hedge as of June 30, 2018. The effective portion of a designated derivative’s gain or loss was initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into the financial statement line item in which the variability of the hedged item was recorded in the period the hedging transaction affects earnings.
Income Tax | Income tax The Company is subject to U.S. and foreign income taxes. The Company accounts for income taxes following the liability method of accounting which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets are also recognized for tax loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized. The Company’s income tax expense consists of taxes currently payable, if any, plus the change during the period in the Company’s deferred tax assets and liabilities. 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 will expire 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 has been 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. As a result of the Company’s eligibility under the law, it recorded an income tax benefit of $10,562 thousands and $3,263 thousands during the six and three-month periods ended June 30, 2018, respectively. The aggregate per share benefit of the Argentine tax holiday amounted to $0.24 and $0.07 for the six and three-month periods ended June 30, 2018, respectively. Furthermore, the Company recorded a labor cost benefit of $3,735 thousands and $1,719 thousands during the six and three-month periods ended June 30, 2018, respectively. Additionally, $1,001 thousands and $349 thousands were accrued to pay software development law audit fees during the six and three-month periods ended June 30, 2018, respectively. On June 10, 2019, the Argentine government enacted Law No. 27,506, which established a regime that provides certain benefits, including tax benefits, for companies that derive at least 70% of their revenues from certain specified activities. The promotional regime will be effective from January 1, 2020 to December 31, 2029. Eligible companies are entitled to i) a 15% reduction in the corporate income tax rate, ii) a freeze on the taxpayer’s overall federal tax burden, iii) a reduced contribution requirement for employer social security contributions, and iv) a tax credit in the amount of 1.6 times the amount payable as social security contributions. The tax credit may be used to offset federal taxes, such as value-added tax and income tax. The Company is currently assessing whether it will be eligible to benefit from the new law and related tax benefits, such eligibility remaining subject to Argentine government approval. Further regulations related to Law No. 27,506 are expected to be released.
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock On March 29, 2019 an affiliate of Dragoneer Investment Group purchased, in a private placement, 100,000 shares of perpetual convertible preferred stock designated as Series A Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Company for $100 million in the aggregate. The Company determined that the shares of Preferred Stock should be classified as mezzanine equity upon their issuance since they are contingently redeemable as explained in Note 10. The Company also determined that there is a beneficial conversion feature of $5,841 thousands attributable to the Preferred Stock because the initial conversion price was lower than the fair value of MercadoLibre’s common stock on March 29, 2019 (the commitment date). The beneficial conversion feature was fully amortized at issuance, increasing the Preferred Stock’s carrying amount, since the shares of Preferred Stock are perpetual and the holders of Preferred Stock have the right to convert immediately. In addition, the Company determined that there were no embedded derivatives requiring bifurcation.
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 $3,722 thousands as of June 30, 2019.
Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss The following table sets forth the Company’s accumulated other comprehensive loss as of June 30, 2019 and December 31, 2018:
|  | June 30, |  | December 31,
|  | 2019 |  | 2018
|  | (In thousands)
Accumulated other comprehensive loss: |  |  |  |
Foreign currency translation |  | $ (390,953) |  | $ (394,306)
Unrealized gains on investments |  | 3,157 |  | 3,345
Estimated tax loss on unrealized gains on investments |  | (653) |  | (616)
|  | $ (388,449) |  | $ (391,577)
The following tables summarize the changes in accumulated balances of other comprehensive loss for the six-months ended June 30, 2019:
|  | Unrealized |  | Foreign |  | Estimated tax |  |  |
|  | (Losses) Gains on |  | Currency |  | (expense) |  |  |
|  | Investments |  | Translation |  | benefit |  | Total |
|  | (In thousands)
Balances as of December 31, 2018 |  | $ 3,345 |  | $ (394,306) |  | $ (616) |  | $ (391,577) |
Other comprehensive income (loss) before reclassifications |  | 3,157 |  | 3,353 |  | (653) |  | 5,857 |
Amount of loss (gain) reclassified from accumulated other comprehensive loss |  | (3,345) |  | — |  | 616 |  | (2,729) |
Net current period other comprehensive income (loss) |  | (188) |  | 3,353 |  | (37) |  | 3,128 |
Ending balance |  | $ 3,157 |  | $ (390,953) |  | $ (653) |  | $ (388,449) |
|  | 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 |  | $ 3,345 |  | Interest income and other financial gains
Estimated tax gain on unrealized losses on investments |  | (616) |  | Income tax loss
Total reclassifications for the period |  | $ 2,729 |  | 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 tax loss carryforwards, impairment of short-term and long-term investments, impairment of long-lived assets, compensation costs relating to the Company’s long term retention plan, fair value of convertible debt, fair value of investments, 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 In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (ROU) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The guidance permits the use of a modified retrospective approach, which requires an entity to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented. Alternatively, the guidance permits a “Comparatives Under 840 Option” that changes the date of initial application to the beginning of the period of adoption. The Company elected the Comparatives Under 840 Option in which it must apply ASC 840 to all comparative periods, including disclosures, and there were no effects of applying ASC 842 as a cumulative-effect adjustment to retained earnings as of January 1, 2019. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carryforward the historical lease classification. In addition, the Company elected certain practical expedients and accounting policies including the lessee practical expedient to not separate lease components. The Company also made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. The Company recognizes those lease payments in the consolidated statements of income on a straight-line basis over the lease term. The standard had a material impact on the Company’s consolidated balance sheets. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the accounting for existing finance leases remains substantially unchanged. Recently issued accounting pronouncements not yet adopted 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 new standard is effective for fiscal years beginning after December 15, 2019. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements. On August 28, 2018 the FASB issued the ASU 2018-13 “Fair value measurement (Topic 820): Disclosure Framework—Changes to the disclosure requirements for fair value measurement”. This update modified the disclosure requirements on fair value measurements based on concepts in the FASB Concepts Statement. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. On August 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 Company is assessing the effects that the adoption of this accounting pronouncement may have on its financial statements.

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