SEC Comment Letter for MERCADOLIBRE INC (MELI) (CIK 0001099590) (MELI) — Jul 27, 2009
MERCADOLIBRE INC (MELI) (CIK 0001099590)
Date: July 27, 2009 · CIK: 0001099590 · Accession: 0000000000-09-039915
AI Filing Summary & Sentiment
File numbers found in text: 001-33647
Referenced dates: June 11, 2009, May 28, 2009
Letter
Mail Stop 4561 Via Fax (5411) 5352 8049 J u n e 2 9 , 2 0 0 9 Hernán Kazah Executive VP and Chie f Financial Officer MercadoLibre, Inc. Tronador 4890, 8 th Floor Buenos Aires, C1430DNN, Argentina Re: MercadoLibre, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Filed February 27, 2009 Forms 8-K filed on February 24, 2009 and May 6, 2009 File No. 001-33647
Dear Mr. Kazah: We have reviewed your response letter dated June 11, 2009 in connection with the above-referenced filings and have the followi ng comments. If indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith supplemental information so we may better understand your disclosure. After re viewing this information, we may raise additional comments. Unless otherwise noted, where prior comments are referred to they refer to our letter dated May 28, 2009.
Form 10-K for the Fiscal Year Ended December 31, 2008
General
1. We note that your counsel, on beha lf of the Company, provided the acknowledgments we requested in our le tter dated May 28, 2009. Please note that the representations should come directly from the company. In your next response, please provide the representa tions directly from the company.
Hernán Kazah MercadoLibre, Inc. June 29, 2009 Page 2 Note 2. Summary of Significant Accounting Polices
Income and Asset Taxes, page F-17
2. Your response to prior comment 7 i ndicates that you have not provided the required disclosures because you would have pursued an alternative tax planning strategy had the tax holiday not been in place. Although we understand that you may be able to implement these strategi es, the disclosures in SAB Topic 11.C are required disclosures. Please confirm that in future filings you will provide the disclosures required by SAB Topic 11.C. Note 17. Long Term Retention Plan, page F-50
3. We note from your response to prior comment 10 that you do not believe paragraphs A240(b)(2), (c)(2), and (d) of SFAS 123(R) are applicable because the Company did not grant options. However, since the shares issued in connection with your long-term retention plan were not vested at their grant date, it appears that such paragraphs are applicable. In this regard, paragraphs A240(b), (c)(2), and (d) make reference to share units and paragraph A240(b)(2) makes reference to shares of nonvested stock. Therefore, tell us how you considered disclosing the information in these paragraphs or expl ain to us further why you do not believe they are applicable.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing any amendment and your response to our comments. You may contact Melissa Feider, St aff Accountant, at (202) 551-3379, or Christine Davis, Assistant Chief Accountant, at (202) 551-3408 if you have any questions regarding comments on the fina ncial statements and relate d matters. Please address questions regarding all other comments to Jan Woo, Staff Attorney, at (202) 551-3453 or Katherine Wray, Staff Attorne y, at (202) 551-3483. If you n eed further assistance, you may contact me at (202) 551-3499. S i n c e r e l y , Kathleen Collins Accounting Branch Chief
Show Raw Text
Mail Stop 4561
Via Fax (5411) 5352 8049
J u n e 2 9 , 2 0 0 9 Hernán Kazah Executive VP and Chie f Financial Officer
MercadoLibre, Inc. Tronador 4890, 8
th Floor
Buenos Aires, C1430DNN, Argentina
Re: MercadoLibre, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009
Forms 8-K filed on February 24, 2009 and May 6, 2009
File No. 001-33647
Dear Mr. Kazah:
We have reviewed your response letter dated June 11, 2009 in connection with the
above-referenced filings and have the followi ng comments. If indicated, we think you
should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure. After re viewing this information, we may raise
additional comments. Unless otherwise noted, where prior comments are referred to they
refer to our letter dated May 28, 2009.
Form 10-K for the Fiscal Year Ended December 31, 2008
General
1. We note that your counsel, on beha lf of the Company, provided the
acknowledgments we requested in our le tter dated May 28, 2009. Please note that
the representations should come directly from the company. In your next response, please provide the representa tions directly from the company.
Hernán Kazah
MercadoLibre, Inc.
June 29, 2009 Page 2 Note 2. Summary of Significant Accounting Polices
Income and Asset Taxes, page F-17
2. Your response to prior comment 7 i ndicates that you have not provided the
required disclosures because you would have pursued an alternative tax planning
strategy had the tax holiday not been in place. Although we understand that you
may be able to implement these strategi es, the disclosures in SAB Topic 11.C are
required disclosures. Please confirm that in future filings you will provide the disclosures required by SAB Topic 11.C.
Note 17. Long Term Retention Plan, page F-50
3. We note from your response to prior comment 10 that you do not believe
paragraphs A240(b)(2), (c)(2), and (d) of SFAS 123(R) are applicable because the
Company did not grant options. However, since the shares issued in connection with your long-term retention plan were not vested at their grant date, it appears that such paragraphs are applicable. In this regard, paragraphs A240(b), (c)(2),
and (d) make reference to share units and paragraph A240(b)(2) makes reference to shares of nonvested stock. Therefore, tell us how you considered disclosing the information in these paragraphs or expl ain to us further why you do not believe
they are applicable.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
You may contact Melissa Feider, St aff Accountant, at (202) 551-3379, or
Christine Davis, Assistant Chief Accountant, at (202) 551-3408 if you have any questions
regarding comments on the fina ncial statements and relate d matters. Please address
questions regarding all other comments to Jan Woo, Staff Attorney, at (202) 551-3453 or
Katherine Wray, Staff Attorne y, at (202) 551-3483. If you n eed further assistance, you
may contact me at (202) 551-3499.
S i n c e r e l y , Kathleen Collins
Accounting Branch Chief