Q2 2008 · NASDAQ · Aug 13, 2008

MELI The Cash Flow Reversal Reversed Again, and This Time Margin Went With It

MercadoLibre's second 10-Q of 2008 shows net revenue up 81.7% YoY to $34.5 million, but free cash flow swung back to roughly negative $1.9 million after nearly tripling last quarter, operating margin contracted year-over-year for the first time, and Mexico's segment margin decline - flagged as a one-off to watch last quarter - continued for a second straight quarter.

The Funding-Cycle Problem Is a Cycle, Not a One-Off

The Q1 2008 post closed on a clean answer to the FY2007 cash-conversion concern: funds receivable from customers, the working-capital account tied to MercadoPago's settlement float, had released $3.9 million of operating cash in Q1 instead of consuming it, and free cash flow nearly tripled as a result. This quarter, covering the three months ended June 30, 2008, the same account swung the other way by a wider margin - funds receivable consumed approximately $7.3 million of operating cash in Q2 alone, more than double what it released in Q1. The net effect: operating cash flow for the quarter came in at roughly negative $0.3 million, and after $1.6 million of capital expenditures, free cash flow was approximately negative $1.9 million - the first negative free-cash-flow quarter MercadoLibre has reported since this blog started tracking it.

Taken together with Q1, the first half of 2008 still shows free cash flow of $3.8 million (versus $1.9 million for Q1 2007 alone), so the full-year trend isn't obviously worse than 2007's. But the quarter-to-quarter swing itself - a $7.7 million reversal in operating cash flow between Q1 and Q2, driven almost entirely by one working-capital line - is exactly the volatility the FY2007 post first flagged, just running in both directions faster than a reader might expect from a business with the revenue growth MercadoLibre is now posting. This is the real story this quarter: not that the business got worse, but that its cash conversion is proving to be genuinely cyclical, tied to MercadoPago's growth in a given month, rather than a metric that steadily improves alongside revenue.

Net revenues grew 81.7% year-over-year to $34.47 million, the fastest growth rate of any quarter covered so far, and income from operations grew a healthy 69.7% to $8.15 million. But for the first time in this coverage, operating margin actually contracted year-over-year - to 23.6% from 25.3% a year ago - because sales and marketing and G&A expenses both grew faster than gross profit, and because $1.5 million of CMG-related compensation expense (see Beyond the Usual) landed as an operating cost this quarter. Net income, by contrast, looks spectacular on paper - up 398.7% to $2.95 million - almost entirely because the blended tax rate normalized to 45.5% from Q1's spiked 58.1%, not because the underlying business accelerated by that much.

The Prescription

MercadoLibre should start treating MercadoPago's working-capital swing as a metric worth disclosing and explaining every quarter, not one investors have to reconstruct from the cash-flow statement's line items. Two consecutive quarters have now shown a multi-million-dollar swing in funds receivable from customers that moves operating cash flow by more than the entire quarter's net income - first in a good direction, now in a bad one. A single sentence in the MD&A each quarter (funds receivable increased/decreased by $X, driven by Y) would turn what currently reads as unexplained volatility into a business a reader can actually model.

What it should stop doing: continuing to let the market read net income as if it were an unadjusted measure of operating performance, when this quarter's 398.7% net income growth is overwhelmingly a tax-rate story (58.1% down to 45.5%) layered on top of a business whose operating margin compressed. MercadoLibre still hasn't disclosed Adjusted EBITDA» - flagged in every post so far - and this quarter is the clearest illustration yet of why that gap matters: a reader relying on the net income headline alone would conclude the business had a spectacular quarter, when the pre-tax operating trend actually softened.

Key Financial Metrics

Three months ended June 30, 2008 vs. three months ended June 30, 2007 - consolidated, reported in USD (MercadoLibre reports natively in dollars; no FX conversion is needed)

Metric Q2 2008 Q2 2007 YoY
Net revenues $34.47M $18.97M ✅ +81.7%
Cost of net revenues $(6.90)M $(4.00)M ⚠️ +72.5%
Gross profit (80.0% margin) $27.57M $14.97M (78.9% margin) ✅ +84.2%
Income from operations» (23.6% margin) $8.15M $4.80M (25.3% margin) ⚠️ +69.7%, margin -1.7pp
Adjusted EBITDA not disclosed not disclosed n/a - see note below
Blended tax rate (incl. IETU, deferred tax) 45.5% 75.5% ✅ -30.0pp
Net income» $2.95M $0.59M ✅ +398.7%
Diluted EPS $0.07 $0.01
Operating cash flow ~$(0.3)M n/a (Q2 2007 not separately disclosed) ⚠️ see note below
Free cash flow (OCF less capex) ~$(1.9)M n/a ⚠️ negative this quarter
Cash, ST & LT investments (period end) $51.66M n/a ⚠️ -3.1% vs. March 2008's $53.30M
Loans payable (period end) $2.67M n/a ✅ -26.4% vs. March 2008's $3.63M

MercadoLibre's 10-Q, like the Q1 filing, discloses operating and investing cash flows only on a six-month cumulative basis, not broken out by quarter. The Q2-only figures in this table are derived by subtracting the already-reported Q1 2008 figures ($6.90 million operating cash flow, $1.15 million capex) from this quarter's six-month totals ($6.57 million operating cash flow, $2.73 million capex) - the company doesn't state a three-month cash flow figure directly, so this is the only way to isolate the quarter. Adjusted EBITDA remains undisclosed, the same gap flagged in every prior post; this quarter it's a more consequential absence than usual, because operating margin compressed even as net income surged, and a pre-tax operating metric would have made that split visible without a reader needing to reconstruct it themselves.

Operating income still grew a healthy 69.7%, but margin contracted year-over-year for the first time in this coverage, and free cash flow went negative for the first time - the net income headline (+398.7%) is the least representative number in this table this quarter, almost entirely a function of the blended tax rate normalizing from Q1's 58.1% spike.

Key Operational Metrics

Three months ended June 30, 2008 vs. three months ended June 30, 2007

Metric Q2 2008 Q2 2007 YoY
Gross merchandise volume» (GMV) $515.5M $343.0M ✅ +50.3%
Total payment volume» (TPV) $66.8M $31.0M ✅ +115.5%
Confirmed registered users (cumulative, period end) 28.1M 21.6M ✅ +30.1%
New confirmed registered users (in period) 1.6M 1.8M ⚠️ -11.1%
Successful items sold 5.1M 4.2M ✅ +21.4%
Marketplace take rate (net revenue / GMV) 5.5% 4.7% ✅ +0.8pp
MercadoPago take rate (net revenue / TPV) 9.2% 9.3% ⚠️ -0.1pp

The Q1 post flagged new registered user growth as "essentially flat" year-over-year - this quarter it's worse than flat, down 11.1% to 1.6 million even as GMV grew 50.3% and TPV grew 115.5%. This is now a two-quarter pattern, not a one-off: MercadoLibre is growing almost entirely through existing users transacting more, not through new user acquisition, and the gap between user growth and volume growth widened again this quarter rather than closing. MercadoPago's take rate also declined slightly for the first time in this coverage (9.2% from 9.3%), which the filing attributes to funding more of MercadoPago's working capital with cash from the marketplace business rather than discounting receivables or carrying debt - consistent with loans payable continuing to shrink (see Key Financial Metrics above), but it does mean payments revenue is growing slightly slower than payments volume this quarter, a reversal from the take-rate expansion seen in every prior quarter.

Five Segments, One Reversal Extended to Two Quarters

MercadoLibre reports the same five segments covered in every prior post: four country-level marketplace segments (Brazil, Argentina, Mexico, and Other Countries) plus Payments (MercadoPago). The Q1 post found Mexico's direct-contribution margin reversing for the first time in the company's public reporting history, and flagged it as worth watching. This quarter answers that question: it wasn't a one-off.

Segment Q2 2008 Revenue YoY Revenue Direct contribution» margin, Q2 2008 Direct contribution margin, Q2 2007 Margin change
Brazil $13.65M ✅ +53.9% 38.5% 35.1% +3.3pp
Argentina $4.25M ✅ +67.8% 52.5% 49.8% +2.7pp
Mexico $3.11M ✅ +37.8% 30.6% 36.6% ⚠️ -6.0pp
Other Countries $7.30M ✅ +201.1% 50.4% 36.7% ✅ +13.7pp
Total Marketplaces $28.31M ✅ +76.0% 42.8% 37.9% +4.9pp
Payments (MercadoPago) $6.16M ✅ +113.4% 33.3% 24.2% ✅ +9.1pp

Mexico contracted margin for a second consecutive quarter, down 6.0 percentage points this quarter after last quarter's 6.1-point decline - two quarters of essentially identical-sized margin erosion is a trend, not noise. Mexico's revenue growth (37.8%) also remains the slowest of any segment, same as last quarter. The filing still doesn't isolate a segment-level cause, but Mexico's IETU asset tax - a Mexico-specific cost that first hit in Q1 and continued this quarter - lines up with the timing, though the tax is levied at the consolidated level and the segment note doesn't confirm it's the sole driver. Other Countries posted the fastest revenue growth again (+201.1%, still boosted by CMG's classifieds business) and the largest margin expansion (+13.7pp) - it has now beaten every other segment on both dimensions for two straight quarters, making it the segment actually carrying this quarter's growth story, with Payments a close second on margin improvement. Brazil and Argentina both kept expanding margin at a similar, steady pace to Q1.

The Stock Round-Tripped Within the Quarter

The Q1 post closed with MELI down 46.2% for the quarter, at $39.76. This quarter didn't repeat that decline in a straight line - it round-tripped. Using month-end closing prices, MELI closed April 2008 at $50.58 (+27.2% from the March close), then fell to $46.95 at the end of May, before dropping sharply to $34.49 at the end of June - a 26.5% decline in a single month. Peak to trough within the quarter, the stock fell 31.8% from April's high to June's close, even though the quarter's ending price ($34.49) is only 13.3% below where it started ($39.76). MercadoLibre has never split its stock, so these are the actual nominal prices quoted on Nasdaq at the time.

At the June 30, 2008 close and 44,292,273 shares outstanding, market capitalization stood at approximately $1.53 billion, down from roughly $1.76 billion at the end of Q1 - a further compression even as revenue grew 81.7% year-over-year, the fastest rate yet. The valuation implications follow in Target Valuation Range below.

Target Valuation Range

No numeric fair-value range or target is computable yet - Q2 2008 free cash flow was negative, and the trailing six-month base (roughly $7.7 million annualized) is too volatile to build a real DCF on. The multiple check still holds: the market has priced MercadoLibre down to roughly 10.7x EV/Sales, cheaper on every multiple than three months ago - not because the business is worth less, but because a single quarter's FCF is too volatile a base to multiply right now.

Market cap → enterprise value Q2 2008 (Jun 30, 2008 close)
Share price (period-end) $34.49
Shares outstanding 44,292,273
Market capitalization ~$1.53B
Total liabilities (loans payable) $2.67M
Less: cash, ST & LT investments $51.66M
Enterprise value ~$1.48B
Peer-multiple sanity check Q1 2008 (annualized) Q2 2008 (annualized) Change
Revenue (annualized run-rate) $115.4M $137.9M -
Enterprise value ~$1.71B ~$1.48B ⚠️ down
EV/Sales 14.8x 10.7x ✅ down
Diluted EPS (annualized) $0.20 $0.28 ✅ up
P/E (annualized) 199x 123x ✅ down

The EV/Sales compression continues Q1's trend, this time driven by a mix of a lower stock price and faster revenue growth rather than the stock price alone. The P/E improvement is mostly the tax-rate normalization discussed above rather than a genuine acceleration in pre-tax earnings power.

A quarterly EV/FCF read isn't meaningful this quarter, since Q2 free cash flow was negative - the metric this blog started tracking last quarter as "the first sign FCF is becoming worth stating as a number" turned out to need more than one good quarter before it's stable enough to multiply. Using the trailing six months instead (Q1's $5.76 million plus Q2's roughly negative $1.9 million = $3.83 million for H1 2008, annualized to roughly $7.7 million) gives an EV/FCF of roughly 193x - worse than Q1's stated ~74x, illustrating exactly why a single quarter (or even two) isn't yet a reliable enough base for a real discounted-cash-flow model. A DCF remains premature until free cash flow shows at least a few consecutive quarters of the same sign.

Beyond the Usual

The CMG escrow was released five months early, for a $56,000 discount to MercadoLibre

The Q1 post flagged that $2.0 million of the CMG acquisition's cash price was really compensation expense held in a twelve-month escrow tied to management retention, not part of the purchase price. This quarter's filing shows that escrow didn't run its full course: on May 12, 2008, MercadoLibre and the former CMG shareholders agreed to release the entire $1,975,620 escrow early - by June 27, 2008, seven months before the twelve-month term would have ended - in exchange for a discount to the company. The actual amount released was $1,919,870, meaning MercadoLibre paid about $55,750 less than the full escrow amount for releasing it early. Total cash paid for the CMG deal across both quarters, including this compensation cost, comes to $19,298,674 - close to, but not identical to, the $19,354,424 figure implied by last quarter's numbers, since the early-release discount trimmed the final total slightly. An early release of a retention-linked escrow is unusual - the point of a twelve-month lockup is to keep the acquired managers in place - and the filing doesn't explain why MercadoLibre agreed to accelerate it five months ahead of schedule rather than holding the retention incentive to its intended term.

On June 19, 2008, the Argentine subsidiary offered to participate in a real estate trust to construct an office building in Buenos Aires - 5,340 square meters across five floors plus 70 parking lots - where the company plans to relocate its Argentine headquarters and operations. The total estimated contractual obligation is $10,109,398, payable within 20 months. As of June 30, 2008 only $202,188 had been paid to reserve participation rights, but the offer was accepted on July 10, 2008 (after quarter-end) and $1,819,692 was paid in advance shortly after - meaning a $10.1 million multi-year construction commitment, roughly double the entire $5.2 million of purchase/lease obligations disclosed as of Q1 2008, appeared essentially in full between the quarter-end and the filing date. Separately, on February 29, 2008, Mr. Eduardo Paoletti sued MercadoLibre's Brazilian subsidiary jointly with Banco do Brasil and Banco Nossa Caixa, alleging his personal information was used both to register on MercadoLibre's Brazilian site and to open fraudulent bank accounts at those banks, seeking approximately $1.8 million in damages - a case that, unusually, names two banks as co-defendants alongside MercadoLibre rather than being solely a marketplace-fraud dispute.

Brazilian litigation kept accelerating, and the share of cases actually covered by loss reserves kept shrinking

The Q1 post tracked Brazil's ordinary-court case count at 169 as of March 31, 2008, with reserves covering 264 of the actions in litigation. As of June 30, 2008, ordinary-court cases reached 189 (62 new cases filed in the six months) and consumer-court actions exceeded 1,380 (roughly 1,080 new consumer-court filings in the same period) - both well ahead of last quarter's pace. Reserves for probable losses now stand at $967,310 covering 316 legal actions, plus $39,870 against DeRemate Brazil lawsuits, but 1,266 legal actions worth up to $4,322,144 in aggregate exposure are not reserved because a loss isn't considered probable on those - meaning the reserved share of total litigation actually shrank again this quarter, continuing the pattern the Q1 post first identified (391 reserved actions at FY2007 year-end, down to 264 at Q1, essentially flat at 316 now against a much larger total docket). Litigation kept arriving even after the quarter closed: a further 13 ordinary-court and 183 consumer-court cases were filed between June 30 and this 10-Q's August 13, 2008 filing date.

The board approved a new $2.3 million executive retention plan the week before this 10-Q was filed

On August 8, 2008, five days before this 10-Q's filing, the board approved an employee retention program worth approximately $2.3 million, split 50% cash and 50% shares, vesting 17% in 2008, 22% in 2009, 27% in 2010, and 34% in 2011. The same board meeting also approved additional annual cash compensation for committee chairs and the lead independent director ($15,000, $12,000, $5,000, and $10,000 respectively) and moved outside-director compensation to align with the annual shareholders' meeting starting 2009. This is the second retention-linked compensation program disclosed in as many quarters - the CMG acquisition's escrow-based retention comp (above) was tied to one specific deal's former shareholders, while this new program is broader and internal, suggesting the company is treating executive/employee retention as an ongoing cost of scaling rather than a one-time acquisition artifact.

MercadoPago's funding shift shows up as a small take-rate decline, not just a cash-flow swing

The MercadoPago take rate (net revenue as a percentage of total payment volume) declined slightly to 9.2% from 9.3% a year earlier - the first year-over-year decline in this metric across every quarter covered so far. The filing attributes this to funding more of MercadoPago's working capital needs with cash generated by the marketplace business, rather than discounting credit card receivables or carrying debt - consistent with loans payable falling to $2.67 million from $9.71 million at the end of 2007. It's a small number on its own, but it connects two things that otherwise look unrelated in this filing: the shrinking loans-payable balance (read as a positive, deleveraging story) and the funds-receivable swing driving this quarter's negative free cash flow (read as a negative, cash-drag story) are really the same underlying decision - MercadoLibre is choosing to fund Payments growth internally rather than through financing, which shows up as lower debt and a lower take rate at the same time.


MercadoLibre, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed with the U.S. Securities and Exchange Commission on August 13, 2008. Historical MELI share price data covers month-end closes from August 2007 through June 2008; MercadoLibre has never split its common stock since its IPO, so no split adjustment applies to these figures.