þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 98-0212790 | |
(State of incorporation) | (I.R.S. Employer Identification Number) |
Title of Class | Name of Exchange upon Which Registered | |
Common Stock, $0.001 par value per share | Nasdaq Global Market |
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Exhibit 32.01 | ||||||||
Exhibit 32.02 |
2
| continued growth of online commerce and Internet usage in Latin America; |
| consumer trends; |
| competition; |
| our ability to attract new customers, retain existing customers and increase revenues; |
| seasonal fluctuations; |
| our ability to expand our operations and adapt to rapidly changing technologies; |
| system interruptions or failures; |
| our ability to attract and retain qualified personnel; |
| reliance on third-party service providers; |
| government regulation; |
| litigation and legal liability; |
| security breaches and illegal uses of our services; |
| enforcement of intellectual property rights; and |
| political, social and economic conditions in Latin America, and in particular, Venezuela. |
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The MercadoLibre marketplace
: The MercadoLibre marketplace is a
fully-automated, topically-arranged and user-friendly online commerce
service. This service permits both businesses and individuals to list
items and conduct their sales and purchases online in either a
fixed-price or auction-based format. Additionally, through online
classified listings, our registered users can list and purchase motor
vehicles, vessels, aircraft, real estate and services. Users and
advertisers are also able to place, display and/or text advertisements
on our web pages in order to promote their brands and offerings. Any
Internet user can browse through the various products and services
that are listed on our web site and register with MercadoLibre to
list, bid for and purchase items and services.
The MercadoPago online payments solution
: To complement the
MercadoLibre marketplace, we developed MercadoPago, an integrated
online payments solution. MercadoPago is designed to facilitate
transactions both on and off the MercadoLibre marketplace by providing
a mechanism that allows our users to securely, easily and promptly
send and receive payments online.
MercadoLibre
MercadoPago
Country
Launch date
Office opening
Launch date
August 1999
July 1999
November 2003
October 1999
September 1999
January 2004
November 1999
October 1999
January 2004
December 1999
September 2004
N/A
February 2000
January 2000
December 2007
March 2000
March 2000
April 2005
March 2000
April 2000
September 2007
December 2000
N/A
N/A
December 2004
N/A
N/A
November 2006
N/A
N/A
December 2006
N/A
N/A
December 2006
N/A
N/A
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Continue to grow our business and maintain market leadership
. We have
focused and intend to continue to focus on growing our business by
strengthening our position as the preferred online marketplace in each
of the countries in which we operate. We also intend to grow our
business and maintain our leadership by taking advantage of the
expanding potential client base that has resulted from the growth of
Internet penetration rates in Latin America. We intend to achieve
these goals through organic growth, by entering into new countries and
category segments, by launching new transactional business endeavours,
such as advertising sales on our websites and, when possible and
advantageous, through potential strategic acquisitions of key
businesses and assets.
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Increase monetization of our transactions
. We have focused and will
continue to focus on improving the revenue generation capacity of our
business by implementing initiatives designed to maximize the revenues
we receive from transactions on our platform. Some of these
initiatives include increasing our fee structure, and selling
advertising and Internet marketing services on our platform.
Additionally, we intend to take advantage of the natural synergies
that exist between our marketplace and payments service by promoting
increased use of MercadoPago so that it becomes the preferred online
payment method on and off our platform.
Expand into additional transactional service offerings.
Our strategic
focus is to enable on-line transactions of multiple types of goods and
services throughout Latin America. Consequently, we strive, and will
continue to strive, to launch on-line transactional offerings in new
product and service categories where we consider business
opportunities exist. These new transactional offerings include
expanded participation in, but are not limited to: (a) additional
product categories in our marketplace business, (b) greater presence
in vehicle, real estate and services classifieds, (c) off platform
payments services, and (d) on-line advertisement services. We believe
that a significant portion of our future growth will be derived from
these new launches.
Enhance brand awareness
. We believe that enhancing awareness of the
MercadoLibre
brand is important to achieve our business objectives. We
intend to continue to promote, advertise and increase recognition of
our brand through a variety of marketing and promotional campaigns.
These may include marketing agreements with companies with significant
online presence and advertising through traditional media, such as
cable television. We may also use leading web sites and other media
such as affiliate programs, banner advertisements and keyword
searches. In addition, by enhancing our e-commerce community
experience, we believe we will promote brand awareness through word of
mouth.
Focus on user loyalty and web site enhancement
. We will continue to
focus on increasing purchase frequency and transaction volumes from
our existing users. We intend to do so by maintaining an appealing and
convenient platform for e-commerce, improving the functionality of our
web site to deliver a more efficient user experience and providing our
users with the help of a dedicated customer support department. We
employ a number of programs aimed at fostering customer loyalty and
repeated purchases, such as our MercadoLider loyalty program for
high-volume sellers, our targeted and segmented direct marketing
program, and our MercadoPago special promotions.
Increase operational efficiency
. We believe we run an attractive
business model with strong potential for healthy profit margins. We
plan to maximize this potential by achieving economics of scale,
maintaining controls on overhead costs and reducing variable costs
whenever possible.
Continue to develop innovative and creative solutions
. We intend to
continually enhance our commerce platform in order to better serve
both individuals and businesses that want to buy or sell goods and
services online. We intend to continue investing to develop new tools
and technologies that facilitate e-commerce on our platform and
improve our users online experience on MercadoLibre, while addressing
the distinctive cultural, geographical and other challenges of online
commerce in Latin America.
Serve our dynamic and active user community
. We seek to operate
MercadoLibre as an open and trusted Web-based marketplace where users
can access a broad market of products. We believe in treating our
users with respect by applying a consistent set of policies that
reinforces good online and offline behavior within our user community.
We also seek to offer superior customer care in order to maintain the
loyalty and satisfaction of our active user base.
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Number of
Country
employees
718
350
47
9
37
4
4
126
1,295
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Disruptions to the capital markets or the banking system may impair the value of
investments or bank deposits we currently consider safe or liquid. We may be unable to
find suitable alternative investments that are safe, liquid, and provide a reasonable
return. This could result in lower interest income or longer investment horizons.
We may be required to increase the installment and financing fees we charge to customers
for purchases made in installments or cease offering installment purchases altogether, each
of which may result in a lower volume of transactions completed.
We may be unable to access financing in the credit and capital markets at reasonable
rates in the event we find it desirable to do so. Due to the nature of our MercadoPago
business we generate high account receivable balances that we typically sell to financial
institutions, and accordingly, lack of access to credit, or banks liquidations could cause us
to experience severe difficulties in paying our sellers.
The failure of financial institution counterparties to honor their obligations to us
under credit instruments could jeopardize our ability to rely on and benefit from those
instruments. Our ability to replace those instruments on the same or similar terms may be
limited under poor market conditions.
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advance notice requirements for stockholder proposals and director nominations;
a staggered board of directors;
limitations on the ability of stockholders to remove directors other than for cause;
limitations on the ability of stockholders to own and/or exercise voting power over 20% of our common stock;
limitations on the ability of stockholders to amend, alter or repeal our by-laws;
the inability of stockholders to act by written consent;
the authority of the board of directors to adopt a stockholder rights plan;
the authority of the board of directors to issue, without stockholder
approval, preferred stock with any terms that the board of directors
determines and additional shares of our common stock; and
limitations on the ability of certain stockholders to enter into certain business combinations with us, as provided under
Section 203 of the Delaware General Corporation Law.
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City and
Approximate
Country
Facility
Address
Square Meters
Lease Term
Colombia operation
Calle 93 B # 17-25 Ofc.406,
Bogotá, Colombia
107
April 2009
TuCarro Colombia
operation
Calle 93 B # 17-25 Ofc.210
and 211, Bogotá, Colombia
132
April and October
2009
Argentina
Corporate
headquarters,
Argentina operation
& Customer service
center
Tronador 4890floors
6
th
,
8
th
and
2
nd
, Buenos Aires,
1430Argentina
2,282.5
March 2010, March
2010 and May 2011
Argentina
Customer service
center
Av. Costanera Rafael Obligado
y Geronimo Salguero, Buenos
Aires, Argentina
1,740
January 2012
Venezuela operation
Piso 7° Edificio Torre
Country, Francisco de
Miranda, Urbanización El
Rosal, Municipio de Chacao,
Estado de Miranda
436
April 2011
SAVVIS Data Center
375 Riverside Parkway
Lithia Springs, Georgia 30122,
9.7
April 2009
Mexico operation
Ibsen 43-101, Colonia
Polanco, Miguel Hidalgo,
Código Postal 11650, Mexico
D.F. Mexico
147
December 2008
In process of
renewal
SAVVIS Data Center
45901 Nokes Blvd.
Sterling, Virginia 20166
356
April 2009
Technology
Development center
Av. Universitaria s/n, Ciudad
de la Punta, San Luis,
Argentina
207
no end date
Brazil
Brazilian Customer
service center
Rua Yojiro Takaoka, 4350 Cep
06541-038Santana do
Parnaíba, São Paulo, Brazil
1,032
October 2009 and
March 2013
Chile operation
Coronel Pereira 72, oficina
301, Las Condes, Santiago,
Chile
131
April 2009
Brazil operation
Rua Gomes de Carvalho, 1306
Vila Olimpia, Cep
04547-005São Paulo, Brazil
598
November 2009
Uruguay Staff
Ruta 8, km 17.5 Edificio 200,
local 108 Zona America,
Uruguay
37
December 2009
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ITEM 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Cash
dividends
Closing stock price
declared
High
Low
per share
$
41.06
$
18.00
$
78.81
$
35.18
$
70.01
$
31.72
$
56.05
$
37.11
$
36.98
$
20.10
$
21.58
$
8.28
Table of Contents
Table of Contents
Total Number of
Approximate
Shares
Dollar Value of
Total
Purchased as
Shares that May
Number of
Average
Part of Publicly
Yet Be
Shares
Price Paid
Announced
Purchased
Period
Purchased
Per Share
Plans
(1)
Under the Plans
249,700
$
10.38
249,700
$ 17.4 million
(2)
n/a
$ 17.4 million
(2)
(1)
On November 14, 2008, we announced that our board of directors approved a share repurchase plan
authorizing us to repurchase, from available capital, up to $20 million of our outstanding common
stock from time to time through November 13, 2009. The timing and amount of any share repurchase
under the share repurchase plan will be determined by our management based on market conditions and
other considerations, and repurchases may be effected in the open market, through derivative,
accelerated repurchase and other privately negotiated transactions and through plans designed to
comply with Rules 10b-18 or 10b5-1(c) under the Exchange Act. The share repurchase plan does not
require us to acquire any specific number of shares and may be temporarily or permanently suspended
or discontinued by us at any time. A committee of the board of directors will reevaluate the
operation of the plan each fiscal quarter.
(2)
The approximate total dollar value of shares that may yet be purchased is the difference
between the total amount of repurchases authorized and the total amount spent on repurchases to
date. To enhance our share repurchase plan, we sell equity put options. These put options entitle
the holders to sell shares of our common stock to us on certain dates at specified prices. As of
December 31, 2008, options to purchase 185,000 shares of our common stock were outstanding, each
with a strike price of $10 per share. The dollar amount available for open market repurchases will
be reduced by the dollar amount paid to holders for shares upon the exercise of outstanding
options. None of these warrants has been exercised to date.
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Year ended December 31,
(in millions)
2004
2005
2006
2007
2008
$
12.7
$
28.2
$
52.1
$
85.1
$
137.0
(2.5
)
(6.1
)
(12.1
)
(18.3
)
(27.5
)
10.2
22.1
40
66.9
109.5
(1.3
)
(2.2
)
(3.1
)
(4.4
)
(7.3
)
(9.1
)
(14.7
)
(23.4
)
(27.6
)
(40.0
)
(3.1
)
(4.4
)
(8.2
)
(13.2
)
(22.8
)
(1.9
)
(13.5
)
(21.3
)
(34.6
)
(45.2
)
(72.0
)
(3.3
)
0.8
5.4
21.7
37.5
1.2
0.4
0.5
1.6
1.8
(0.3
)
(0.5
)
(1.7
)
(2.7
)
(8.4
)
0.2
0.3
(0.4
)
(3.1
)
(1.5
)
(0.3
)
(1.5
)
(3.0
)
0.1
(2.2
)
0.7
2.3
14.4
29.4
1.4
(1.2
)
(4.7
)
(10.6
)
(2.2
)
2.0
1.1
9.7
18.8
0.3
(2.2
)
2.4
1.1
9.7
18.8
(0.5
)
(0.5
)
(0.5
)
(0.3
)
$
(2.7
)
$
1.9
$
0.6
$
9.4
$
18.8
At December 31,
(in millions)
2004
2005
2006
2007
2008
$
24.1
$
44.4
$
53.8
$
134.5
$
156.7
12.0
9.0
3.1
5.1
23.2
30.5
42.8
63.3
19.0
21.2
23.3
91.7
93.4
63.1
63.6
64.1
0.1
0.1
0.1
0.1
0.1
$
(44.1
)
$
(42.4
)
$
(40.7
)
91.7
93.4
Year Ended December 31,
2004
2005
2006
2007
2008
$
(0.21
)
$
0.05
$
0.01
$
0.22
$
0.43
$
$
0.05
$
$
0.22
$
0.42
12,739,980
13,065,496
13,149,139
25,149,405
(1)
44,239,443
13,671,359
25,478,336
44,348,950
(1)
Includes the effect of the issuance of 3,000,000 shares of our common stock in connection
with our initial public offering in August 2007.
(2)
Shares outstanding at December 31, 2008 were 44,070,367.
Table of Contents
Year ended December 31,
(in millions)
2004
2005
2006
2007
2008
6.5
12.2
18.2
24.9
33.7
2.5
5.7
6.0
6.7
8.8
$
299.3
$
607.7
$
1,075.1
$
1,511.5
$
2,078.9
5.1
8.4
13.8
17.5
21.1
$
8.9
$
38.5
$
89.0
$
158.0
$
255.9
1.3
1.9
$
2.1
$
2.0
$
2.4
$
3.1
$
61.6
$
1.1
$
1.6
$
2.0
$
2.3
$
3.3
(1)
Measure of the cumulative number of users who have registered on the MercadoLibre marketplace
and confirmed their registration.
(2)
Measure of the number of new users who have registered on the MercadoLibre marketplace and
confirmed their registration.
(3)
Measure of the total U.S. dollar sum of all transactions completed through the MercadoLibre
marketplace, excluding motor vehicles, vessels, aircraft and real estate.
(4)
Measure of the number of items that were sold/purchased through the MercadoLibre
marketplace.
(5)
Measure of total U.S. dollar sum of all transactions paid for using MercadoPago.
(6)
Measure of the number of all transactions paid for using MercadoPago.
ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
a brief overview of our company;
a review of our financial presentation and accounting policies, including our critical accounting policies;
a discussion of our principal trends and results of operations for the years ended December 31, 2006, 2007, and 2008;
a discussion of the principal factors that influence our results of operations, financial condition and liquidity;
a discussion of our liquidity and capital resources, a discussion of
our capital expenditures and a description of our contractual
obligations; and
a discussion of the market risks that we face.
Table of Contents
The MercadoLibre marketplace: The MercadoLibre marketplace, which we
sometimes refer to as our Marketplace business, is a fully-automated,
topically-arranged and user-friendly online commerce service. This
service permits both businesses and individuals to list items and
conduct their sales and purchases online in either a fixed-price or
auction-based format. Additionally, through online classified
advertisements, our registered users can list and purchase motor
vehicles, vessels, aircraft, real estate and services. Any Internet
user can browse through the various products and services that are
listed on our website and register with MercadoLibre to list, bid for
and purchase items and services.
The MercadoPago online payments solution: To complement the
MercadoLibre marketplace, we developed MercadoPago, an integrated
online payments solution, which we sometimes refer to as our Payments
business, an integrated online payments solution. MercadoPago is
designed to facilitate transactions on the MercadoLibre marketplace
and off our marketplace in certain markets, by providing a mechanism
that allows our users to securely, easily and promptly send and
receive payments online
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listing fees;
optional feature fees;
final value fees; and
online advertising fees.
Year ended December 31,
(% of total MercadoLibre marketplace net revenues)
2006
2007
2008
57.2
%
54.0
%
46.1
%
15.7
16.3
16.7
13.9
13.8
11.4
7.4
10.2
20.1
5.8
5.7
5.7
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Year ended December 31,
(% of total consolidated net revenues)
2006
2007
2008
59.1
%
59.0
%
53.8
%
15.1
14.8
14.5
13.8
12.6
10.1
7.0
9.0
16.9
5.0
4.6
4.7
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Year ended December 31,
(in millions)
2006
2007
2008
$
$
$
1.9
5.0
8.1
1.9
5.0
8.1
(0.7
)
(0.1
)
1.6
(0.7
)
(0.1
)
1.6
1.2
4.9
9.8
0.1
(0.2
)
0.8
0.1
(0.2
)
0.8
$
1.2
$
4.7
$
10.6
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Quarter ended
March 31,
June 30,
September 30,
December 31,
28,840,730
34,471,508
40,260,643
33,449,739
22,822,449
27,570,005
32,106,781
26,986,812
2,067,677
2,947,095
5,875,792
7,921,097
0.05
0.07
0.13
0.18
0.05
0.07
0.13
0.17
44,227,460
44,238,166
44,290,540
44,264,906
44,368,011
44,369,317
44,379,682
44,369,635
16,459,337
18,973,288
22,800,130
26,893,586
12,971,998
14,973,366
17,918,082
20,989,955
994,187
590,886
2,785,474
5,322,393
0.02
0.01
0.07
0.13
0.02
0.01
0.07
0.13
13,375,482
13,575,158
27,538,652
41,226,563
13,375,482
13,987,128
27,685,028
41,375,907
10,989,133
12,382,750
13,224,610
15,462,397
8,472,837
9,633,122
10,058,051
11,809,232
110,342
(920,886
)
37,541
1,845,086
(0.08
)
(0.01
)
0.04
(*
)
(*
)
(*
)
0.04
13,114,575
13,140,100
13,141,676
13,141,728
13,114,575
13,140,100
13,141,676
13,141,728
(*)
For the Quarters ended March 31, June 30, and September 30, 2006 the diluted EPS is equal to the Basic EPS.
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Year ended December 31,
(in millions, except percentages)
2006
2007
2008
$
52.1
$
85.1
$
137.0
6.2
6.2
8.7
11.9
%
7.3
%
6.3
%
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Year ended December 31,
(in millions, except percentages)
2006
2007
2008
$
(1.2
)
$
(4.7
)
$
(10.6
)
(53.7
)%
(32.8
)%
(36.1
)%
Number of restricted
Grant date
shares
2,000
600
1,348
Year One Paid on or before March 31, 2009: 17% (8.5% in cash and 8.5% in common stock);
Year Two Paid on or before March 31, 2010: 22% (11% in cash and 11% in common stock);
Year Three Paid on or before March 31, 2011: 27% (13.5% in cash and
13.5% in common stock); and
Year Four Paid on or before March 31, 2012: 34% (17% in cash and 17% in common stock).
Table of Contents
Fair
Estimated
value of
fair value
Grant
Options
Exercise
common
of stock
date
granted
price
stock
options
17,000
$
1.50
$
2.93
$
2.04
2,000
$
6.00
$
8.34
$
5.03
4,500
$
6.00
$
9.64
$
6.21
6
%
7 years
0
%
36
%
Table of Contents
Table of Contents
Table of Contents
Year Ended December 31,
2006
2007
2008
$
52.1
$
85.1
$
137.0
(12.1
)
(18.3
)
(27.5
)
40.0
66.9
109.5
(3.1
)
(4.4
)
(7.3
)
(23.4
)
(27.6
)
(40.0
)
(8.2
)
(13.2
)
(22.8
)
(1.9
)
(34.6
)
(45.2
)
(72.0
)
5.4
21.7
37.5
0.5
1.6
1.8
(1.7
)
(2.7
)
(8.5
)
(0.4
)
(3.1
)
(1.5
)
(1.5
)
(3.0
)
0.1
2.3
14.4
29.4
(1.2
)
(4.7
)
(10.6
)
$
1.1
$
9.7
$
18.8
(0.5
)
(0.3
)
$
0.6
$
9.4
$
18.8
Table of Contents
Year Ended December 31,
(% of net revenues)
2006
2007
2008
100
%
100
%
100
%
(23.2
)
(21.7
)
(20.1
)
76.8
78.3
79.9
(5.9
)
(5.1
)
(5.3
)
(44.9
)
(32.4
)
(29.2
)
(15.7
)
(15.5
)
(16.6
)
(1.4
)
(66.4
)
(53.1
)
(52.5
)
10.4
25.4
27.4
1.0
1.9
1.3
(3.3
)
(3.2
)
(6.2
)
(0.8
)
(3.6
)
(1.1
)
(2.8
)
(3.5
)
4.4
16.9
21.5
(2.4
)
(5.6
)
(7.8
)
2.1
11.4
13.7
(1.0
)
(0.4
)
1.1
%
11.0
%
13.7
%
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
continued growth of online commerce and Internet usage in Latin America;
our ability to expand our operations and adapt to rapidly changing technologies;
governmental regulation in the countries where we operate, including exchange controls;
litigation, legal liability and intellectual property rights enforcement;
system interruptions or failures;
our ability to attract and retain qualified personnel;
the announcement or introduction of new sites, services and products by us or our competitors, and price competition;
Reliance on third-party service providers;
increasing consumer confidence in and acceptance of the Internet and
other online services for commerce and, in particular, the trading of
products such as those listed on our web site;
Security breaches and consumer confidence in the security of transactions over the Internet;
consumer trends and popularity of certain categories of items;
our ability to attract new customers, retain existing customers and increase revenues;
seasonal fluctuations; and
political, social and economic conditions in Latin America,
particularly Venezuela, including foreign exchange rate fluctuations.
Table of Contents
Year Ended December 31,
(In millions)
2006
2007
2008
$
6.2
$
6.8
$
54.5
(5.2
)
(48.6
)
(37.6
)
(3.0
)
50.2
(11.6
)
0.2
0.1
(3.5
)
$
(1.8
)
$
8.5
$
1.8
Table of Contents
Table of Contents
Payment due by period
Less than
1 to 3
3 to 5
More than
(in millions)
Total
1 year
years
years
5 years
$
3.2
$
1.5
$
1.5
$
0.2
$
8.2
6.5
1.7
18.0
15.0
3.0
1.0
0.8
0.2
$
30.4
$
23.9
$
6.3
$
0.2
$
(1)
Includes leases of office space.
(2)
On June 19, 2008, our Argentine subsidiary offered to participate in a
real estate trust, which investment represents a beneficial ownership
interest in 5,340 square meters divided in five floors of an office
building and 70 parking spots under construction in the City of Buenos
Aires, Argentina. We expect to relocate our office headquarters to
this newly acquired office space upon completion of the building,
which we expect to occur in the second quarter of 2010. Under the
terms of our commitments, the total estimated contractual obligation
with the Trust is $10.1 million which shall be paid within 20 months.
As of December 31, 2008, the Argentine subsidiary has invested $3.3
million in the aforementioned trust. Due to the impact of the
Argentine inflation, future payments could differ significantly from
our estimates. Certain of our officers and former officers also
entered into an investment in a portion of the trust, which investment
represents a beneficial ownership interest in a separate floor of the
same building. We do not intend to occupy the space to be owned by
this group.
(3)
Due to DeRemate acquisition, on September 5, 2008, the Company issued
to the Sellers ten unsecured promissory notes having an aggregate
principal amount of $18,000,000. These promissory notes mature as
follows: (i) 3,000,000 on June 5, 2009 (ii) 9,000,000 on September 5,
2009, (iii) 3,000,000 on December 5, 2009 and, (iv) 3,000,000 on March
5, 2010. The promissory notes bear interest at 3.17875% plus 1.5% for
the first four months, 2.0% for the second four months and 2.5% for
the remaining period up to its maturity and can be prepaid by the
Company without penalty.
Table of Contents
Table of Contents
Year Ended December 31,
(In millions)
2006
2007
2008
30.8
50.3
73.7
7.8
12.6
19.9
7.2
10.7
13.9
3.6
7.7
23.1
2.6
3.9
6.4
52.1
85.1
137.0
Table of Contents
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Table of Contents
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDERS MATTERS
Table of Contents
Equity Compensation Plan Information
Number of securities
remaining available for
Number of securities
Weighted-average
future issuance under
to be issued upon exercise
exercise price of
equity compensation plans
Plan
of outstanding options,
outstanding options,
(excluding securities
Category
warrants and rights
warrants and rights
reflected in column (a))
(a)
(b)
(c)
53,919
1.23
298,129
53,919
1.23
298,129
(1)
Our Amended and Restated 1999 Stock Option and Restricted Stock Plan was entered into prior to our IPO.
Table of Contents
Page
F-1
F-3
F-4
F-5
F-7
F-9
Table of Contents
Exhibit
Number
Exhibit Title
2.01
2.02
2.03
3.01
3.02
4.01
4.02
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
10.15
21.01
23.01
Table of Contents
Exhibit
Number
Exhibit Title
31.01
31.02
32.01
32.02
*
Filed Herewith
**
Furnished Herewith
(1)
Incorporated by reference to the Registration Statement on Form S-1 of MercadoLibre, Inc. filed
on May 11, 2007;
(2)
Incorporate by reference to Amendment No. 1 to the Registration Statement on Form S-1 of
MercadoLibre, Inc. filed on July 13, 2007.
(3)
Incorporated by reference to the Registration Statement on Form S-1 of MercadoLibre, Inc. filed
on January 25, 2008
(4)
Incorporated by reference to the Current Report on Form 8-K filed on August 26, 2008.
MERCADOLIBRE, INC.
By:
/s/ Marcos Galperín
Marcos Galperín
Chief Executive Officer
Date: February 27, 2009
Table of Contents
Signature
Title
Date
Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2009
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Table of Contents
Consolidated Financial Statements
as of December 31, 2008 and 2007
and for the three years in the period
ended December 31, 2008
Table of Contents
Shareholders of MercadoLibre, Inc.
Table of Contents
Price Waterhouse &
Co. S.R.L.
/s/ Juan Carlos Grassi
February 25, 2009
Table of Contents
Consolidated Balance Sheets
As of December 31, 2008 and 2007
December 31,
December 31,
2008
2007
$
17,474,112
$
15,677,407
31,639,400
52,300,007
3,856,392
3,211,252
2,322,416
29,162,763
426,869
283,477
1,628,871
3,445,101
2,953,164
894,163
60,301,224
104,974,170
9,218,153
1,323,789
5,940,160
4,143,204
72,911,546
23,428,646
14,270
269,596
8,353,396
353,395
96,437,525
29,518,630
$
156,738,749
$
134,492,800
$
16,941,173
$
9,278,138
14,727,891
16,418,177
4,387,943
3,778,236
4,989,704
2,493,749
14,963,421
9,713,227
299,753
69,979
56,309,885
41,751,506
339,854
3,050,061
2,556,120
1,058,848
1,068,155
7,004,883
1,068,155
$
63,314,768
$
42,819,661
44,071
44,227
119,807,007
121,890,138
(15,552,256
)
(34,363,917
)
(10,874,841
)
4,102,691
93,423,981
91,673,139
$
156,738,749
$
134,492,800
Table of Contents
Consolidated Statements of Income
For the three years ended December 31, 2008
Year Ended December 31,
2008
2007
2006
$
137,022,620
$
85,126,341
$
52,058,890
(27,536,573
)
(18,272,940
)
(12,085,648
)
109,486,047
66,853,401
39,973,242
(7,307,008
)
(4,369,376
)
(3,066,304
)
(39,975,307
)
(27,598,683
)
(23,358,510
)
(22,759,931
)
(13,223,522
)
(8,150,499
)
(1,919,870
)
(71,962,116
)
(45,191,581
)
(34,575,313
)
37,523,931
21,661,820
5,397,929
1,822,385
1,609,403
520,508
(8,442,427
)
(2,737,901
)
(1,743,315
)
(1,531,144
)
(3,106,515
)
(391,981
)
73,159
(3,006,416
)
(1,468,220
)
29,445,904
14,420,391
2,314,921
(10,634,243
)
(4,727,451
)
(1,242,838
)
$
18,811,661
$
9,692,940
$
1,072,083
(309,299
)
(494,878
)
$
18,811,661
$
9,383,641
$
577,205
Year Ended December 31,
2008
2007
2006 (1)
$
0.43
$
0.22
$
0.01
44,239,443
25,149,405
13,149,139
$
0.42
$
0.22
44,348,950
25,478,336
(1)
Table of Contents
Consolidated Statements of Changes in Shareholders Equity (Deficit)
For the three years ended December 31, 2008
Accumulated
Additional
Preferred
other
Comprehensive
Common stock
paid-in
Treasury
stock
Accumulated
comprehensive
income
Shares
Amount
capital
Stock
warrants
deficit
income (loss)
Total
13,095,863
$
130,959
$
3,149,663
$
$
$
(45,126,900
)
$
(560,542
)
$
(42,406,820
)
71,119
711
6,396
7,107
33,223
33,223
(494,878
)
(494,878
)
1,072,083
1,072,083
1,072,083
1,142,842
1,142,842
1,142,842
102,330
102,330
102,330
(184,094
)
(184,094
)
(184,094
)
2,133,161
13,166,982
$
131,670
$
2,694,404
$
$
$
(44,054,817
)
$
500,536
$
(40,728,207
)
204,000
2,040
(2,040
)
483,470
4,835
33,742
38,577
15,477
15,477
15,966
15,966
(309,299
)
(309,299
)
(124,690
)
124,690
3,000,000
3,000
49,570,239
49,573,239
27,187,838
27,188
64,358,656
64,385,844
4,636,456
4,636,456
184,273
184
5,386,263
(4,636,456
)
749,991
9,692,940
9,692,940
9,692,940
3,755,601
3,755,601
3,755,601
153,876
153,876
153,876
(307,322
)
(307,322
)
(307,322
)
13,295,095
44,226,563
$
44,227
$
121,890,138
$
$
$
(34,363,917
)
$
4,102,691
$
91,673,139
(1)
Table of Contents
Consolidated Statements of Changes in Shareholders Equity (Deficit)
For the three years ended December 31, 2008
Accumulated
Additional
Preferred
other
Comprehensive
Common stock
paid-in
Treasury
stock
Accumulated
comprehensive
income
Shares
Amount
capital
Stock
warrants
deficit
income (loss)
Total
$
44,226,563
$
44,227
$
121,890,138
$
$
$
(34,363,917
)
$
4,102,691
$
91,673,139
93,504
94
82,995
83,089
4,719
4,719
105,560
105,560
321,568
321,568
(2,598,223
)
(2,598,223
)
(249,700
)
(250
)
(2,597,973
)
2,598,223
18,811,661
18,811,661
18,811,661
(14,923,284
)
(14,923,284
)
(14,923,284
)
3,642
3,642
3,642
(57,890
)
(57,890
)
(57,890
)
3,834,129
$
44,070,367
$
44,071
$
119,807,007
$
$
$
(15,552,256
)
$
(10,874,841
)
$
93,423,981
Table of Contents
Consolidated Statements of Cash Flows
For the three years ended December 31, 2008
Year Ended December 31,
2008
2007
2006
$
18,811,661
$
9,692,940
$
1,072,083
3,335,673
2,307,649
2,016,939
(7,827,112
)
300,368
96,833
(1,232,036
)
(845,398
)
(184,094
)
57,293
(228,877
)
(46,926
)
4,719
15,477
33,223
105,560
15,966
839,303
3,045,992
1,269,377
446,287
(198,368
)
(1,291,549
)
4,026,218
(736,431
)
403,075
26,573,209
(15,517,486
)
(6,026,226
)
(153,582
)
56,399
(207,130
)
(1,415,575
)
(967,264
)
167,593
10,610,141
4,282,955
4,651,264
2,294,847
5,423,976
4,704,108
(1,277,664
)
(274,101
)
(559,734
)
(952,169
)
689,154
59,518
54,547,141
6,762,583
6,158,354
(110,056,368
)
(75,267,070
)
(4,944,956
)
116,574,567
29,765,780
2,184,822
(39,181,473
)
(58,238
)
(28,748
)
(346,365
)
(4,904,991
)
(3,058,813
)
(2,097,555
)
(37,626,503
)
(48,588,851
)
(5,204,054
)
8,883,104
(9,137,223
)
(2,058
)
(9,000,000
)
(3,000,000
)
(2,598,223
)
83,089
38,576
7,107
749,991
49,573,239
(11,652,357
)
50,244,910
(2,994,951
)
(3,471,576
)
115,738
203,840
1,796,705
8,534,380
(1,836,811
)
15,677,407
7,143,027
8,979,838
$
17,474,112
$
15,677,407
$
7,143,027
Table of Contents
Consolidated Statements of Cash Flows
For the three years ended December 31, 2008
Year Ended December 31,
2008
2007
2006
$
7,138,402
$
1,572,909
$
851,667
$
7,921,206
$
3,864,908
$
1,916,975
$
$
309,299
$
494,878
$
$
64,385,844
$
$
$
4,636,456
$
$
691,632
$
$
$
117,473
$
$
6,569,098
604,419
918,856
504,927
9,406,405
4,578,830
146,191
1,204,479
395,112
1,590,371
14,000
1,548,391
9,477,374
(70,969
)
52,638,036
5,622,188
1,227,600
573,484
(2,598,145
)
57,392,193
(691,632
)
$
39,181,473
$
$
$
17,519,088
$
$
(1)
Table of Contents
Notes to Consolidated Financial Statements
1.
Table of Contents
Notes to Consolidated Financial Statements
1.
Table of Contents
Notes to Consolidated Financial Statements
1.
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
Table of Contents
Notes to Consolidated Financial Statements
2.
3.
Table of Contents
Notes to Consolidated Financial Statements
3.
Year Ended December 31,
2008
2007
2006
Basic and
Basic
Diluted
Basic
Diluted
Diluted
$
18,811,661
$
18,811,661
$
9,692,940
$
9,692,940
$
1,072,083
(309,299
)
(309,299
)
(494,878
)
$
18,811,661
$
18,811,661
$
9,383,641
$
9,383,641
$
577,205
(3,772,510
)
(3,734,758
)
(389,047
)
$
18,811,661
$
18,811,661
$
5,611,131
$
5,648,883
$
188,158
Table of Contents
Notes to Consolidated Financial Statements
3.
Three Months Ended December 31,
2008
2007
2006
Basic
Diluted
Basic
Diluted
Diluted
$
0.43
$
0.42
$
0.22
$
0.22
$
0.01
$
18,811,661
$
18,811,661
$
5,611,131
$
5,648,883
$
188,158
44,239,443
44,239,443
25,149,405
25,149,405
13,149,139
98,507
328,931
498
10,502
44,239,443
44,348,950
25,149,405
25,478,336
13,149,139
Year Ended December 31,
2008
2007
2006
114,603
184,272
3,082
3,895
652,457
21,591
24,673
118,498
836,729
4.
December 31,
December 31,
2008
2007
$
21,365,613
$
14,554,229
12,996,502
2,408,294
24,749,276
1,530,034
6,335,459
$
31,639,400
$
52,300,007
3,287,823
2,559,465
3,370,865
1,323,789
$
9,218,153
$
1,323,789
(1)
Table of Contents
Notes to Consolidated Financial Statements
4.
5.
December 31,
December 31,
2008
2007
$
9,664,598
$
7,975,231
1,471,203
1,294,136
1,203,710
489,146
27,008
65,164
12,366,519
9,823,677
(8,510,127
)
(6,612,425
)
$
3,856,392
$
3,211,252
Table of Contents
Notes to Consolidated Financial Statements
5.
December 31,
December 31,
2008
2007
$
2,489,436
$
29,751,867
(167,020
)
(589,104
)
$
2,322,416
$
29,162,763
December 31,
December 31,
2008
2007
$
681,660
$
315,167
358,900
931,348
317,731
981,256
261,265
$
2,953,164
$
894,163
December 31,
December 31,
2008
2007
$
7,827,112
$
526,284
353,395
$
8,353,396
$
353,395
(1)
Table of Contents
Notes to Consolidated Financial Statements
5.
Estimated
useful life
December 31,
December 31,
(years)
2008
2007
3-5
$
10,636,641
$
8,182,697
3-5
2,413,000
1,646,746
3
1,693,951
1,380,440
14,743,592
11,209,883
(8,803,432
)
(7,066,679
)
$
5,940,160
$
4,143,204
Year Ended December 31,
2008
2007
2006
$
333,029
$
103,772
$
37,760
2,205,369
1,854,345
1,649,865
154,130
22,772
14,525
643,145
326,760
314,789
$
3,335,673
$
2,307,649
$
2,016,939
December 31,
December 31,
2008
2007
$
7,980,983
$
4,022,469
2,205,954
3,132,771
807,577
930,331
5,941,831
1,180,740
4,828
11,827
$
16,941,173
$
9,278,138
(1)
Includes $4,204,441 million related to the re-measurement of the Venezuelan subsidiaries liabilities denominated
in U.S. dollars. See footnote (1) in Other non-current assets for more detail.
December 31,
December 31,
2008
2007
$
$
9,710,818
14,769,395
185,000
9,026
2,409
$
14,963,421
$
9,713,227
Table of Contents
Notes to Consolidated Financial Statements
5.
December 31,
December 31,
2008
2007
$
3,050,061
$
$
3,050,061
$
(1)
(2)
December 31,
December 31,
2008
2007
$
(10,878,483
)
$
4,044,801
5,603
89,061
(1,961
)
(31,171
)
$
(10,874,841
)
$
4,102,691
6.
Table of Contents
Notes to Consolidated Financial Statements
6.
$
17,024,380
150,000
204,424
$
17,378,804
1,919,870
$
19,298,674
Table of Contents
Notes to Consolidated Financial Statements
6.
Post
Net Tangible
Identifiable
Deferred
Aggregate
Acquisition
Assets /
Intangible
Tax
Purchase
Company Name
Country
Ownership
(Liabilities)
Assets
Liabilities
Goodwill
Price
Panama
100
%
$
846.3
$
$
$
$
846.3
Panama
100
%
(26.8
)
(26.8
)
Venezuela
100
%
(125.4
)
4,934.2
(1,727.0
)
11,442.0
14,523.8
Panama
100
%
(44.8
)
(44.8
)
Colombia
100
%
36.4
688.0
(240.8
)
1,595.5
2,079.1
USA
100
%
1.2
1.2
$
686.9
$
5,622.2
$
(1,967.8
)
$
13,037.5
$
17,378.8
Table of Contents
Notes to Consolidated Financial Statements
6.
22,000,000
18,000,000
(480,912
)
494,301
$
40,013,389
(1)
Table of Contents
Notes to Consolidated Financial Statements
6.
Post
Net Tangible
Identifiable
Deferred
Aggregate
Acquisition
Assets /
Intangible
Tax
Purchase
Company Name
Country
Ownership
(Liabilities)
Assets
Liabilities
Goodwill
Price
Argentina
100
%
2,555.2
1,444.1
(505.4
)
30,658.9
34,152.8
Chile
100
%
(1,978.9
)
302.2
(105.8
)
6,659.4
4,876.9
Colombia
100
%
(753.4
)
25.6
(9.0
)
1,417.2
680.4
Mexico
100
%
(580.7
)
29.2
(10.2
)
864.9
303.2
(757.8
)
1,801.1
(630.4
)
39,600.4
40,013.3
Table of Contents
Notes to Consolidated Financial Statements
6.
CMG
DeRemate
Total
554,739
136,893
691,632
117,473
117,473
56,613
6,512,485
6,569,098
604,419
604,419
904,791
14,065
918,856
365,190
139,737
504,927
1,881,333
7,525,072
9,406,405
69,516
4,509,314
4,578,830
146,191
146,191
459,462
745,017
1,204,479
243,141
151,971
395,112
1,590,371
1,590,371
14,000
14,000
408,335
1,140,056
1,548,391
1,194,454
8,282,920
9,477,374
686,879
(757,848
)
(70,969
)
December 31,
December 31,
2008
2007
$
65,652,774
$
23,000,467
5,537,715
1,313,901
1,352,945
1,051,531
731,101
1,534,969
597,257
$
75,090,890
$
25,681,770
(2,179,344
)
(2,253,124
)
$
72,911,546
$
23,428,646
Table of Contents
Notes to Consolidated Financial Statements
6.
Year Ended December 31, 2008
Marketplaces
Brazil
Argentina
Chile
Mexico
Venezuela
Colombia
Other Countries
Total
$
12,351,542
$
$
$
4,898,867
$
2,194,480
$
2,257,830
$
1,297,748
$
23,000,467
$
$
11,442,022
1,595,482
$
13,037,504
$
30,658,930
$
6,659,419
864,945
1,417,239
$
39,600,533
(2,989,845
)
$
(3,755,785
)
$
(1,293,692
)
(1,246,122
)
(622,870
)
(77,416
)
$
(9,985,730
)
$
9,361,697
$
26,903,145
$
5,365,727
$
4,517,690
$
13,636,502
$
4,647,681
$
1,220,332
$
65,652,774
Year Ended December 31, 2007
Marketplaces
Brazil
Argentina
Chile
Mexico
Venezuela
Colombia
Other Countries
Total
10,233,062
4,911,840
2,194,480
2,031,895
1,201,515
$
20,572,792
2,118,480
(12,973
)
225,935
96,233
2,427,675
$
12,351,542
$
$
$
4,898,867
$
2,194,480
$
2,257,830
$
1,297,748
$
23,000,467
$
228,157
$
414,376
$
339,984
$
324,059
$
414,481
$
1,721,057
7.
Table of Contents
Notes to Consolidated Financial Statements
7.
Year Ended December 31, 2008
Marketplaces
Brazil
Argentina
Mexico
Venezuela
Other Countries
Total
Payments
Consolidated
$
50,509,927
$
18,254,621
$
12,473,883
$
21,972,235
$
6,369,111
$
109,579,777
$
27,442,843
$
137,022,620
(32,367,688
)
(8,710,260
)
(7,909,615
)
(11,455,690
)
(4,184,088
)
(64,627,341
)
(16,125,593
)
(80,752,934
)
18,142,239
9,544,361
4,564,268
10,516,545
2,185,023
44,952,436
11,317,250
56,269,686
(18,745,755
)
37,523,931
1,822,385
(8,442,427
)
(1,531,144
)
73,159
$
29,445,904
Year Ended December 31, 2007
Marketplaces
Brazil
Argentina
Mexico
Venezuela
Other Countries
Total
Payments
Consolidated
$
37,560,419
$
11,342,792
$
9,628,121
$
7,084,995
$
3,901,190
$
69,517,517
$
15,608,824
$
85,126,341
(24,079,798
)
(5,657,006
)
(6,339,762
)
(2,713,470
)
(3,434,102
)
(42,224,138
)
$
(10,509,002
)
(52,733,140
)
13,480,621
5,685,786
3,288,359
4,371,525
467,088
27,293,379
5,099,822
32,393,201
(10,731,381
)
21,661,820
1,609,403
(2,737,901
)
(3,106,515
)
(3,006,416
)
$
14,420,391
Table of Contents
Notes to Consolidated Financial Statements
7.
Year Ended December 31, 2006
Marketplaces
Brazil
Argentina
Mexico
Venezuela
Other Countries
Total
Payments
Consolidated
$
25,571,405
$
7,027,681
$
6,199,110
$
3,292,901
$
2,637,972
$
44,729,069
$
7,329,821
$
52,058,890
(18,193,271
)
(4,553,777
)
(5,040,322
)
(1,704,145
)
(2,744,733
)
(32,236,248
)
(6,561,532
)
(38,797,780
)
7,378,134
2,473,904
1,158,788
1,588,756
(106,761
)
12,492,821
768,289
13,261,110
(7,863,181
)
5,397,929
520,508
(1,743,315
)
(391,981
)
(1,468,220
)
$
2,314,921
December 31,
December 31,
2008
2007
$
2,881,210
$
2,091,307
1,573,708
1,232,998
596,940
699,599
81,873
30,275
749,605
67,418
56,824
21,607
$
3,058,950
$
2,051,897
$
5,940,160
$
4,143,204
December 31,
December 31,
2008
2007
$
35,058
$
30,017
28,196,325
198,886
9,397,304
12,423,659
4,585,212
4,957,400
18,585,234
2,216,994
12,112,413
3,601,690
$
72,876,488
$
23,398,629
$
72,911,546
$
23,428,646
Table of Contents
Notes to Consolidated Financial Statements
7.
Year Ended December 31,
2008
2007
2006
$
73,692,604
$
50,260,134
$
30,776,669
$
19,862,790
$
12,580,873
$
7,836,707
$
13,894,730
$
10,700,597
$
7,169,955
$
23,123,837
$
7,679,857
$
3,637,587
$
6,448,659
$
3,904,880
$
2,637,972
$
137,022,620
$
85,126,341
$
52,058,890
8.
Quoted Prices in
Balances as of
active markets for
December 31,
identical Assets
Description
2008
(Level 1)
$
2,408,294
$
2,408,294
$
185,000
$
185,000
$
2,223,294
$
2,223,294
Table of Contents
Notes to Consolidated Financial Statements
8.
9.
Number of
Class of Common Stock
Shares
65,000,000
6,400,000
6,400,000
8,600,000
3,000,000
3,000,000
8,200,000
8,200,000
108,800,000
Table of Contents
Notes to Consolidated Financial Statements
9.
10.
Table of Contents
Notes to Consolidated Financial Statements
10.
Series
A
B-1
B-2
C
D-1
D-2
E-1
E-2
Total
$
1,661,200
$
1,924,163
$
4,305,336
$
35,854,001
$
1,860,152
$
10,556,823
$
6,377,054
$
1,042,938
$
63,581,667
9,400
10,888
24,363
264,250
13,710
77,805
81,185
13,277
494,878
$
1,670,600
$
1,935,051
$
4,329,699
$
36,118,251
$
1,873,862
$
10,634,628
$
6,458,239
$
1,056,215
$
64,076,545
5,875
6,805
15,227
165,156
8,569
48,628
50,741
8,298
309,299
(1,676,475
)
(1,941,856
)
(4,344,926
)
(36,283,407
)
(1,882,431
)
(10,683,256
)
(6,508,980
)
(1,064,513
)
(64,385,844
)
$
$
$
$
$
$
$
$
$
11.
Table of Contents
Notes to Consolidated Financial Statements
11.
12.
Table of Contents
Notes to Consolidated Financial Statements
12.
13.
Year Ended December 31,
2008
2007
2006
$
768
$
1,927
$
8,935
1,510
4,297
19,924
2,441
9,253
4,364
$
4,719
$
15,477
$
33,223
Table of Contents
Notes to Consolidated Financial Statements
13.
36
%
7 years
6
%
Table of Contents
Notes to Consolidated Financial Statements
13.
2008
2007
Weighted-
Weighted-
Number of
average
Number of
average
options
exercise price
options
exercise price
144,174
$
1.04
633,331
$
0.33
(703
)
$
1.29
(4,937
)
$
3.95
(750
)
0.01
(89,552
)
0.93
(483,470
)
0.08
53,919
1.23
144,174
1.04
47,217
$
1.06
122,775
$
0.93
December 31, 2008
December 31, 2007
Outstanding
Exercisable
Outstanding
Exercisable
Weighted-average
Weighted-average
remaining
remaining
Exercise
Number of
contractual
Number of
Exercise
Number of
contractual
Number of
price
options
life (years)
options
price
options
life (years)
options
11,531
4.22
11,531
$
0.01
25,299
5.51
21,713
$
0.75
48,000
2.00
48,000
20,000
1.07
20,000
$
1.00
30,000
2.06
30,000
18,888
6.37
13,561
$
1.50
33,125
7.29
17,438
1,000
1.41
1,000
$
3.00
4,000
2.42
4,000
2,500
7.55
1,125
$
6.00
3,750
8.59
1,624
53,919
3.91
47,217
144,174
4.03
122,775
Weighted average Exercise Price
Weighted average Exercise Price
- Options outstanding
$
1.23
- Options outstanding
$
1.04
- Options exercisable
$
1.06
- Options exercisable
$
0.93
December 31,
December 31,
2008
2007
$
818,363
$
2,215,455
$
724,626
$
1,900,613
Table of Contents
Notes to Consolidated Financial Statements
13.
14.
Table of Contents
Notes to Consolidated Financial Statements
15.
Year ended December 31,
2008
2007
2006
$
(2,280,498
)
$
(4,702,517
)
$
(3,105,021
)
11,684,179
11,414,462
4,332,451
9,903,988
3,807,411
425,235
7,998,791
1,765,927
1,026,325
2,568,619
1,748,510
512,948
(429,175
)
386,598
(877,017
)
$
29,445,904
$
14,420,391
$
2,314,921
Year ended December 31,
2008
2007
2006
$
$
$
8,149,523
5,023,182
1,916,976
8,149,523
5,023,182
1,916,976
1,645,474
(114,964
)
(745,196
)
1,645,474
(114,964
)
(745,196
)
9,794,997
4,908,218
1,171,780
839,246
(180,767
)
71,058
839,246
(180,767
)
71,058
$
10,634,243
$
4,727,451
$
1,242,838
Table of Contents
Notes to Consolidated Financial Statements
15.
Year ended December 31,
2008
2007
2006
$
29,445,904
$
14,420,391
$
2,314,921
35
%
33
%
38
%
$
10,192,881
$
4,749,688
$
888,848
1,560,262
409,453
705,571
3,172,495
236,821
(2,774,711
)
(145,945
)
(83,625
)
(214,950
)
(293,740
)
294,081
(1,827,217
)
557,759
(869,916
)
(362,381
)
48,618
(368,997
)
$
9,794,997
$
4,908,218
$
1,171,780
Table of Contents
Notes to Consolidated Financial Statements
15.
December 31,
December 31,
2008
2007
$
1,571,322
$
1,536,360
401,402
269,596
36,975
68,354
270,224
257,755
1,474,360
44,422
30,395
196,093
24,271
1,310,009
587,676
10,771,859
16,000,797
16,076,666
18,775,204
(11,652,192
)
(14,997,188
)
4,424,474
3,778,016
(75,265
)
(32,148
)
(31,171
)
(401,016
)
(187,338
)
(1,967,766
)
(2,706,068
)
(5,337,453
)
(63,319
)
$
(912,979
)
$
3,714,697
Table of Contents
Notes to Consolidated Financial Statements
15.
$
966,906
$
3,396,987
$
615,895
$
199,731
$
30,146,957
$
35,326,476
16.
Table of Contents
Notes to Consolidated Financial Statements
16.
Table of Contents
Notes to Consolidated Financial Statements
16.
1,520,306
915,870
547,714
143,376
29,623
$
3,156,889
Table of Contents
Notes to Consolidated Financial Statements
17.
18.
Table of Contents
Notes to Consolidated Financial Statements
18.
Total
185,000
341,508
1.85
(5,552
)
335,956
19.
Table of Contents
Notes to Consolidated Financial Statements
Table of Contents
Notes to Consolidated Financial Statements
20.
Charged /
Balance at
credited to
Charges
Balance
beginning of
Net income /
DeRemate
Utilized /
at end of
year
(loss)
acquisition
Write-offs
year
2,839,706
5,054,643
(3,466,078
)
4,428,271
4,428,271
5,306,423
(3,122,269
)
6,612,425
6,612,425
8,369,652
(6,471,950
)
8,510,127
36,061
1,160,264
(1,005,090
)
191,235
191,235
928,409
(530,541
)
589,104
589,104
64,839
(486,923
)
167,020
14,010,011
460,986
(1,330,902
)
13,140,096
13,140,096
3,880,190
(2,023,098
)
14,997,188
14,997,188
(1,507,873
)
(1,837,123
)
11,652,192
211,713
525,789
(244,337
)
493,165
493,165
2,024,946
(1,499,580
)
1,018,531
1,018,531
31,785
1,050,316
21.
Table of Contents
Notes to Consolidated Financial Statements
21.
Table of Contents
Notes to Consolidated Financial Statements
22.
Quarter ended
March 31,
June 30,
September 30,
December 31,
28,840,730
34,471,508
40,260,643
33,449,739
22,822,449
27,570,005
32,106,781
26,986,812
2,067,677
2,947,095
5,875,792
7,921,097
0.05
0.07
0.13
0.18
0.05
0.07
0.13
0.17
44,227,460
44,238,166
44,290,540
44,264,906
44,368,011
44,369,317
44,379,682
44,369,635
16,459,337
18,973,288
22,800,130
26,893,586
12,971,998
14,973,366
17,918,082
20,989,955
994,187
590,886
2,785,474
5,322,393
0.02
0.01
0.07
0.13
0.02
0.01
0.07
0.13
13,375,482
13,575,158
27,538,652
41,226,563
13,375,482
13,987,128
27,685,028
41,375,907
10,989,133
12,382,750
13,224,610
15,462,397
8,472,837
9,633,122
10,058,051
11,809,232
110,342
(920,886
)
37,541
1,845,086
(0.08
)
(0.01
)
0.04
(*
)
(*
)
(*
)
0.04
13,114,575
13,140,100
13,141,676
13,141,728
13,114,575
13,140,100
13,141,676
13,141,728
(*)
Table of Contents
Exhibit
Number
Exhibit Title
2.01
2.02
2.03
3.01
3.02
4.01
4.02
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
Table of Contents
Exhibit
Number
Exhibit Title
10.13
10.14
10.15
21.01
23.01
31.01
31.02
32.01
32.02
*
Filed Herewith
**
Furnished Herewith
(1)
Incorporated by reference to the Registration Statement on Form S-1 of MercadoLibre, Inc. filed
on May 11, 2007;
(2)
Incorporate by reference to Amendment No. 1 to the Registration Statement on Form S-1 of
MercadoLibre, Inc. filed on July 13, 2007.
(3)
Incorporated by reference to the Registration Statement on Form S-1 of MercadoLibre, Inc. filed
on January 25, 2008
(4)
Incorporated by reference to the Current Report on Form 8-K filed on August 26, 2008.
SEE REVERSE FOR CERTAIN DEFINITIONS |
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE |
THIS CERTIFICATE IS TRANSFERABLE IN JERSEY CITY, NJ, NEW YORK, NY AND PITTSBURGH, PA |
This Certifies that |
is the record holder of |
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE OF |
MercadoLibre, Inc. |
transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. |
IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed in facsimile by its duly authorized officers. |
Dated: |
PRESIDENT, CHIEF EXECUTIVE OFFICER AND SECRETARY |
COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR |
BY |
AUTHORIZED SIGNATURE |
AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 SALES: HOLLY GRONER 615-261-0610 / ETHER 7 / LIVE JOBS / M / MERCADO 30042 FACE |
PRODUCTION COORDINATOR: CORBIN MATLOCK 931-490-7660 PROOF OF May 16, 2008 MERCADOLIBRE, INC. TSB 30042 FC Operator: AP/TERESA/AP/TERESA REV. 3 |
PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF |
Colors Selected for Printing: Logo prints in 3 color process cyan, magenta and yellow. Intaglio prints in SC-7 DARK BLUE. |
COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink. |
2
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Exhibit 10.09
PROPERTY LEASE AGREEMENT FOR COMMERCIAL USE
I. LANDLORD
I.1. CNA SPITALETTI CONSTRUTORA E INCORPORADORA LTDA. , a limited liability company registered with the CNPJ [National Registry of Business Organizations] under No. 61,598,983/0001-02, having its principal place of business at Av. Dr. Yojiro Takaoka 4384, Loja 13, upper floor, Santana de Parnaíba, Sao Paulo CP: 06541-038, Telephone number 11-4153-8863/fax 11-4153-1066, represented herein by the undersigned in their capacity as members.
II. TENANT
II.1. MERCADOLIVRE.COM ATIVIDADES DE INTERNET LTDA. , having its principal place of business in the Capital of Sao Paulo at Rua Gomes de Carvalho, 1306, 7° floor, Vila Olímpia, registered with the CNPJ/MF under No. 03,361,252/0001-34, represented herein by its Chief Executive Officer STELLEO PASSOS TOLDA , Brazilian, married, business administrator, identity card RG No. 07,575,578-5 and registered with the CPF/MF [Registry of Individuals] under No. 028,676,707-48.
Ill. SECURITY DEPOSIT
This lease shall be secured by a deposit equivalent to 3 months rent in the total amount of R$ 33,600.00 (thirty three thousand six hundred reals). That amount shall be deposited in the Landlords checking account with the Bradesco Bank, branch 2774, checking account No. 2000-1, and shall be applied to the payment of the lease in the last 3 months of the contract term.
IV. PREMISES
IV.1 The subject matter of this lease agreement shall be the INDEPENDENT COMMERCIAL UNITS No. 902, 903, 904, 905, 906, 907, 908 y 909, located on the 9th floor, and their 08 unspecified parking spaces in one of the underground floors of the SHOPPING SERVICE, located at AVENIDA DOUTOR YOJIRO TAKAOKA No. 4384, in the area of Alphaville, Centro de Apoio Um, in the city of Santana de Parnaíba, Comarca de Barueri, State of Sao Paulo.
IV.2. The Tenant expressly declares to be aware of the conditions of the premises, i.e., paint, maintenance, hygiene, internal and external cleaning, as well as equipment, devices and general installations, and that everything shall be operational and the premises shall be repainted upon termination of the lease.
IV.3. Except for those works that affect the security of the building, the Tenant shall be responsible for any other work, and throughout the lease term the premises shall be maintained in the same original conditions until expiration or termination of the lease.
IV.4 The Tenant shall not, under penalty of a daily fine of 1/30 (one thirtieth) of the rent value, modify the original structure of the premises without the Landlords prior written consent; said consent shall be obtained through a formal and written communication duly documented with the drawings, the ART [Technical Responsibility Notation], and a drawing of the intended modifications, so that the Landlord may freely grant or deny authorization. The drawing of the permanent modifications shall be included in an exhibit, which shall be made an integral part hereof.
IV. 5. All the modifications and improvements made on the premises, even if useful and/or necessary, and provided they have been accepted by the Landlord, shall be fixed to the premises, and the Tenant shall not claim any lien, restitution, compensation or return.
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IV.6. Any modification made on the premises which is not a fixture, provided the Landlord so authorizes, shall be removed by the Tenant, who shall return the premises as they were originally delivered.
IV.7. The Tenant shall evaluate the reform it may deem necessary to adapt the premises to its commercial activities, since the premises are delivered as they are now, which are fully known by the Tenant, who accepts them without restrictions.
V. LEASE TERM AND GRACE PERIOD
V.1. The lease term set by the parties shall be 60 (sixty) months, from April 01, 2008 to March 31, 2013. The Landlord shall grant to the Tenant a grace period of 45 (forty five days) from the beginning of the lease. Payment shall be due from June 01, 2008, and the base date for contract adjustment shall be 04/01/2008. The first month of the lease shall be charged proportionately.
V.2. The Tenant undertakes to deliver the certificates detailed below within 30 (thirty) days from the date of execution hereof, under penalty of suspension of this lease agreement. Should any of the certificates show debt, it shall be accompanied by the relevant document.
Debt-free certificate from the National Protest Register of Barueri and Sao Paulo
Certificate of Assignment of Civil and Summary Proceedings of Barueri and Sao Paulo
Debt-free certificate issued by the Federal Revenue Service and INSS
Certified copy of identity card, CPF, certificate of address and marriage certificate, if any, of the members
CNPJ card and certified copy of the Operating Agreement, as amended
VI. PURPOSE AND USE OF THE PREMISES
VI.1. The leased premises shall have an exclusively COMMERCIAL purpose. Any other use shall be forbidden.
VI.2. All restrictions to the use of the premises, imposed by law, especially the zoning law, regulations, conventions, internal rules, bylaws of the trading industry and other rules that regulate the use of property, etc., is fully known by the Tenant, who examined them in advance and agreed to their strict compliance, including those instituted and/or modified afterwards, and the Tenant shall not abandon the premises at any time or claim termination of the lease due to the impossibility to use the premises due to the existing and/or established restrictions, except for public order reasons that may restrict the property right and prevent its use. In that case, the agreement shall be terminated and neither party shall be held liable for termination.
VI.3. The Tenant shall not assign or lend the premises or transfer this agreement without the Landlords consent.
VI.4. Simple notice by public authorities shall not be a reason for the Tenant to abandon the premises or claim termination hereof, unless a prior judicial inspection confirms the impossibility to use the premises normally. In that case, both parties shall be released from the payment of fines. The impossibility of normal use shall not include the restrictions to use the premises that, as defined above, are fully known by the Tenant.
VI.5. The Landlord shall be entitled to visit or inspect the leased premises, whenever the Landlord deems it convenient, whether personally or through authorized representatives, and the Tenant(s) shall receive at least a 48-(forty-eight) hour notice.
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VI.6. Should the Landlord find, upon visiting the premises, any malfunction or damage caused by the irregular and/or incorrect use of the premises or any modification made against the provisions hereof, therefore constituting a breach of contract, notwithstanding the applicable fine, the Landlord may demand that the Tenant make the necessary repairs within ten (10) days or remove the work/modification or have them removed at the Landlords cost, and immediately demand payment of the expenses incurred.
VII. MONTHLY RENT AND LEASE CHARGES
VII.1. The rent agreed by the parties amounts to R$ 11,200.00 (eleven thousand two hundred reals) per month.
VII.2. All taxes, rates, electricity, water, maintenance costs, ordinary and extraordinary expenses, preservation, cleaning, administration, fire prevention and other charges and/or taxes inherent to the property and derived from its use, shall be borne by the Tenant.
VII.3. Water, electricity, gas and wastewater bills shall be delivered to the Landlord(s) on a monthly basis, through protocol or by fax, when they are not collected with the expenses.
VII.4. The monthly rent agreed herein shall be payable, upon issuance of a receipt, until the 5th (fifth) day of each subsequent month, at the Landlords office or wherever the Landlord may indicate in writing, or through wire upon notice of payment sent to the Tenant.
VII.5. If the Tenant chooses to pay through the local bank network, the Tenant hereby authorizes the Landlord to send the payment notice with the value for shipment and banking expenses.
VII.6. From the last day of each month, the Landlord may also demand the reimbursement by the Tenant of all the sums owed under this agreement, specifically in VI.2. above, which value may be added to the rent and paid together with it.
VII.7. The value of the monthly rent set forth herein shall be updated as frequently as the law so authorizes through the accumulated application of the IGP-M [General Market Price Index] calculated by the FGV (Getulio Vargas Foundation) for the preceding period or by any other index that may replace it.
VIII. DEFAULT
VIII.1. Should the Tenant fail to pay the rent and other taxes in a timely manner, the amount owed (rent plus charges) shall be automatically increased by ten percent (10%) as a fine and 20% (twenty percent) if payment is obtained through court proceedings. Any type of moratorium granted to the Tenant by the Landlord shall not imply any modification to or novation of this Agreement, and therefore the sureties and jointly-liable parties shall not be released from their duties in view of the benefit granted to the Tenant.
VIII.2. Should the Tenant or the jointly-liable parties fail to pay the rent and other charges derived from this lease, the amount owed, including the charges indicated above, shall accrue an interest of 1 (one) percent per month or the fraction thereof, and shall be updated pursuant to the same index used for the lease value, on a pro rata daily basis. The interest and updating shall be applicable from the maturity date up to the effective payment, by any means, even through court proceedings and after termination hereof.
IX. LIQUIDATED DAMAGES
IX.1. If any of the parties breaches this agreement, it shall be subject to liquidated damages equal to 3 (three) months rent in force at the time of breach. Liquidated damages shall be collected through fast-track collection proceedings in accordance with the Brazilian Code of Civil Procedure.
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IX.2. If the Tenant denounces the lease agreement before the end of the contract term, liquidated damages shall be collected proportionately, as provided by law, unless the Tenant denounces the agreement within 60 (sixty) days in advance.
IX.3. Any damage to the premises shall not be included in the fine set forth in VIII.1. above, but they shall be compensated separately. Sureties and jointly-liable third parties together with the Tenant for the obligations derived herefrom shall also be liable for any damage caused to the premises.
X. TERMINATION
X.1. This agreement shall be automatically terminated, without any notice being required, in the following cases: a.) expropriation of the leased premises by any public authority; b.) fire or collapse of the premises as a result of an act of God; c.) death, disappearance, bankruptcy, insolvency or change of address of the sureties to another location different from the address set herein, if within thirty days they are not replaced by other sureties whose capability is evidenced, the Tenant shall be subject to immediate eviction due to breach of contract, and shall be liable for the payment of the liquidated damages as provided for in IX.1. above; d.) abandonment of the premises by the Tenant for any reason whatsoever, even if unauthorized third parties remain in the premises.
X.2. Upon expropriation and/or fire of the leased premises, the Landlord and the Tenant shall be released from all duties included herein. However, the Tenant shall be empowered to receive from the expropriating authority or insurance company the relevant compensation where fire has occurred. The Tenant may also resume the lease following reconstruction, provided the lease is still in force.
XI. RETURN OF THE PREMISES
XI.1. Upon termination of the lease, whether by expiration of the contract term, or court or out-of-court termination, or any other form of termination of the contract relationship, the Tenant shall return the leased premises in perfect conditions and fully repainted, and shall restore possession to the Landlord who shall issue the relevant receipt in writing.
XI.2. Should the Landlord, during inspection of the premises, find any modification, defect or damage to the premises as a result of their irregular use and in breach of the provisions hereof, the Landlord may refrain from receiving possession until the Tenant returns the premises in perfect condition, and the duty to pay rent and other lease charges shall remain.
XI.3. Should the Tenant abandon the premises for any reason whatsoever, the Landlord shall be entitled to the immediate possession thereof, regardless of any court proceeding, particularly termination, repossession and/or eviction proceedings.
XII. JURISDICTION AND APPLICABLE LAW
XII.1. Any dispute that may arise from this lease agreement shall be subject to the jurisdiction of the Courts sitting in the city where the premises are located, and the parties hereby expressly waive any other jurisdiction, however privileged it might be.
XII.2. This agreement shall be governed by the Federal Law 8245/91, the Civil Code and other relevant legal provisions.
In witness whereof, the parties have executed this agreement in three (03) counterparts, each of which shall be deemed to be an original, in the presence of the undersigned witnesses.
Santana de Parnaíba, April 01, 2008.
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[Signature]
Mercadolivre.com Ativ. de Internet Ltda.
Stelleo Passos Tolda
CEO
TENANT
[Signature]
LANDLORD
[Signature]
[Illegible handwriting]
30.243.952-3
Witness 1
[Signature]
Tania Cristina de Barros
RG: 27.015.155-2 SSp/SP
CIC:157.906.368/99
Witness 2
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1) |
PREMISES:
The premises located at the corner of Arias and Melián streets in the City
of Buenos Aires. Property Identification: Area 16, Section 43, Block 12A, Parcel 4, Total
area 5741.16 m2, with a 88-meter long front on Arias street, a curving façade on Melián
street, and 79.87 over Parcel 3, including green space to be assigned.
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2) |
AGREEMENT:
The agreement embodied in this instrument, together with its EXHIBITS and
all other supplementary documentation duly identified herein.
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3) |
TRUST:
The real property trust known as Arias Trust created under this AGREEMENT.
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|
4) |
TRUSTORS:
TRUSTORS A and B .
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5) |
TRUSTORS A
: The individuals or legal entities originally signing the AGREEMENT in
their capacity as trustors and Campos Setenta S.A., whose rights and obligations are set
forth in section FOUR.
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6) |
TRUSTORS B
: The individuals or legal entities adhering to the AGREEMENT in that
capacity, whose rights and obligations are set forth in section FIVE.
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7) |
TRUSTEE:
Trustee shall mean INTECONS S.A., the company which at the direction of and
with the funds provided by the TRUSTORS shall acquire the PREMISES and carry out a real
property project in accordance with the terms and conditions of this AGREEMENT.
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8) |
BENEFICIARIES:
The TRUSTORS and any assignees of their rights.
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9) |
BUILDING:
The building to be constructed for office use at the PREMISES, based on
the project approved by the pertinent municipal authorities on March 7, 2008.
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10) |
UNITS:
The apartments and supplementary facilities included in the BUILDING to be
constructed.
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11) |
TRUST FUND:
The fund made up of contributions by the TRUSTORS and by any other amount
contributed under the AGREEMENT. The TRUST FUND shall be used to acquire the PREMISES, to
construct the BUILDING and to pay any other expenses or taxes related to the TRUSTs purpose.
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12) |
TRUST PROPERTY:
The trust property shall be that composed of the PREMISES, the TRUST
FUND and the assets of any kind as may be
acquired by the TRUSTEE in furtherance of the purpose of the TRUST. Pursuant to section 14 of
law No. 24.441/95, trust assets are separate from the property of the parties to this AGREEMENT
and as such they shall remain outside the scope of any individual or joint action filed by the
creditors of the TRUSTEE or the TRUSTORS.
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13) |
AUDITOR:
This shall mean the accounting firm doing business as Estudio María Eugenia
De Piero, which shall be responsible for auditing and certifying the information provided by
the TRUSTEE with respect to any use of funds or investments.
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14) |
ARCHITECTURE FIRM:
This shall mean Architecture Firm M.SG.S.S.S. SA, responsible for
the architectural project for the construction of the BUILDING, whose rights and obligations
are set forth in section EIGHT.
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15) |
PROJECT:
The plans prepared by the ARCHITECTURE FIRM and approved by the
municipality on 3/7/08 and a detailed project description, both attached as EXHIBIT 1. The
PROJECT shall be subject to the final adjustments made by the ARCHITECTURE FIRM or any other
adjustments required for technical reasons.
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16) |
EXHIBITS:
The documents identified as being an integral part of the AGREEMENT:
EXHIBIT 1: PROJECT. EXHIBIT 2: Unit Worksheets. EXHIBIT 3: Estimated initial contributions to
be made by TRUSTORS A (total contributions and a breakdown of contributions by each
trustor A) and contribution payment schedule. EXHIBIT 4: Total estimated costs to be borne
by TRUSTORS B, payment schedule and percentage of contribution for each unit to which
TRUSTORS B are entitled. EXHIBIT 5: Units to be delivered to TRUSTORS A and the
percentage of contributions over costs in excess of those estimated in Exhibit 4 with respect
to Trustors B to be made by Trustors A entitled to such units. EXHIBIT 6: Crown.
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17) |
EXTERNAL AUDITOR
: It shall mean the firm doing business as Estudio Schindel, which
shall audit the Balance Sheets and all information concerning the uses of funds and
investments, as prepared by the TRUSTEE and signed and certified by the AUDITOR, as well as
all AUDITORs work documents for the purpose of informing the TRUSTORS on their accuracy and
reasonability.
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4.1) |
TRUSTORS A shall have the following obligations:
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4.1.1) |
To contribute all funds necessary to acquire the PREMISES and bear all related maintenance
and repair expenses, the fees due to the ARCHITECTURE FIRM, any expenses related to the
approval of the project (including construction permits), and any other expenses related to
the purpose of this AGREEMENT until TRUSTORS B join the trust or until the sale of the
PREMISES. In addition, Trustors A shall provide the funds necessary to pay 19.4193% of the
amount in excess of the total costs to be borne by TRUSTORS B, as estimated in EXHIBIT 4.
Except for initial contributions as specified for each trustor in Exhibit 3, all further
contributions shall be made in proportion to the units to which the trustors shall be
entitled, in line with the percentage interests stated in EXHIBIT 5.
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4.1.2) |
Payment of Contributions: EXHIBIT 3 outlines the estimated schedule for the payment of the
initial contributions due by each TRUSTOR A, provided however that TRUSTORS A shall
thereafter make contributions as and when required by the TRUSTEE in furtherance of the
purpose of the TRUST.
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4.1.3) |
Payment Currency: Contributions shall be made in the currency designated by the TRUSTEE
based on the nature of the obligations owed under the TRUST.
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4.1.4) |
Failure to Make Initial Contributions: In view of the fact that time is of the essence for
the payment of initial contributions, TRUSTORS failure to make any such contributions shall
entitle the TRUSTEE to terminate the AGREEMENT with respect to the breaching TRUSTOR A,
without demand of payment being required. In such case, if there is no immediate substitute
trustor (which the TRUSTEE shall not be liable to find), the breaching trustor shall be
liable for all damage sustained by the remaining TRUSTORS A as a result of such breach,
including the loss of
any price amounts paid in advance to the seller of the PREMISES. In the event there is a
substitute trustor, the breaching trustor shall forfeit to the remaining TRUSTORS A (in an
amount proportionate to their interests) any amounts contributed up to 30% of the total
contribution initially committed. Any balance to which the breaching trustor may be entitled
shall be reimbursed within thirty days following substitution.
Breach following Initial Contributions: (i) Failure to make timely payment shall cause the
breaching TRUSTOR A to be in default by operation of law, without any court or out-of-court
notice being required. Upon default, the TRUSTEE shall be entitled to collect interest from
the breaching TRUSTOR A at a 3% monthly rate from the date of default until the full payment
of all outstanding amounts. The defaulting TRUSTOR A shall not be released from its payment
obligation unless accumulated interest until the date of effective payment is paid together
with any contributions due, notwithstanding the penalties provided for in the following
section; (ii) Failure by TRUSTOR A to timely pay any of the installments owed as
contributions following the initial contributions shall entitle the TRUSTEE to terminate the
AGREEMENT with respect to the breaching TRUSTOR A, provided actual notice is given for such
installment plus accrued interest to be paid within no less than five days. The termination of
this AGREEMENT shall cause the breaching TRUSTOR A to be excluded from the trust. In such
case, all amounts paid by the breaching TRUSTOR A shall be withheld until the purpose of the
AGREEMENT is fully complied with, under the conditions stated below; (iii) As and for
liquidated damages, the excluded TRUSTOR A shall forfeit any amounts paid up to 25% of its
total estimated contribution. In the event the amounts paid by the breaching TRUSTOR until the
date of its exclusion exceed the liquidated damages amount specified, the TRUSTEE shall
reimburse any balance to the TRUSTOR within 30 days following the execution of the deed
transferring the UNITS to all TRUSTORS, without interest or adjustments; (iv) In the event a
breaching TRUSTOR A is excluded, the TRUSTEE shall call a Special Trustors Meeting to be
held within thirty (30) days following notice of exclusion, in order to carry out an awarding
process between all TRUSTORS present at the meeting to acquire all rights of excluded TRUSTOR
A and to assume all its obligations. The proceeds resulting from such award shall be
allocated to the TRUST FUND and inure to the benefit of all TRUSTORS A, provided that if
such proceeds are less than the amount to be reimbursed to the excluded trustor in compliance
with item (iii) of this section, the difference shall be paid by all TRUSTORS A, including
substitute TRUSTOR A, in proportion to the percentage interests specified in Exhibit 5. In
the event the awarding process fails, the TRUSTEE shall seek to find another TRUSTOR A
under the same conditions applicable to the award between TRUSTORS A, within fifteen (15)
business days following the date of the initial award. Absent a substitute trustor upon lapse
of such term, all TRUSTORS A shall acquire the rights and assume the obligations of the
excluded TRUSTOR A, in proportion to their interests.
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4.2) |
TRUSTORS A shall have the following rights:
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4.2.1) |
In the event TRUSTORS B in a number sufficient to construct the BUILDING before 09/30/08
join the trust, TRUSTORS A shall have the right to be transferred full ownership of the
UNITS of the BUILDING, as provided for with respect to each of them in EXHIBIT 5. TRUSTORS A
shall be entitled to the perpetual use for advertising purposes of the buildings crown, as
described in EXHIBIT 6. It is hereby expressly agreed that TRUSTORS A shall not be entitled
to any claim if due to changes in the PROJECT, as determined by the ARCHITECTURE FIRM, the
area of their UNITS increases or decreases by 5%. The provisions of sections 6.1.13) and
6.1.14) shall apply to TRUSTORS A.
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4.2.2) |
TRUSTORS A shall have a preference right to participate as TRUSTORS B in the same
proportion of their interest with respect to all other TRUSTORS A as set forth in exhibit 5.
If any TRUSTOR A fails to fully or partially exercise such preference right, the remaining
TRUSTORS A shall have a right to acquire up to 100% of all units meant for TRUSTORS B in
the mentioned proportion. In the case of Campos Setenta S.A., the referred-to preference right
and the right to acquire any units not acquired by other TRUSTORS A in exercise of their
preference rights shall be exercised by the company itself or by its shareholders.
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4.2.3) |
If TRUSTORS B having a right to acquire all UNITS fail to join the trust, and TRUSTORS
A are prevented from acquiring such UNITS until 09/30/08, TRUSTORS A shall be entitled to
determine at a Meeting the conditions for the sale of the PREMISES, provided that the
proceeds from such sale, net of expenses, shall be distributed among them in proportion to
their interests with respect to the share of all TRUSTORS A.
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4.3) |
Assignment: TRUSTORS A may assign all their rights and obligations under this AGREEMENT to
any third parties. Assignees shall thus become TRUSTORS A, provided that the assignor
TRUSTOR A shall be jointly and severally liable for the assignees compliance with all its
obligations. Any costs incurred by the TRUST as a result of an assignment shall be borne by
the assignee.
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5.1) |
TRUSTORS B shall have the following obligations:
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5.1.1) |
TRUSTORS B shall be under a duty to contribute the funds necessary to maintain the
PREMISES and keep them in good condition from the moment they join the trust, and to
construct the BUILDING and execute the relevant deeds for all units, in proportion to their
participation based on the units chosen and the at cost contribution percentages specified in
EXHIBIT 4. It is hereby expressly stated that: a) if the total costs to be borne by TRUSTORS
B exceed the costs estimated in EXHIBIT 4, TRUSTORS B shall provide the funds necessary
to pay
80.5807% of the excess amount, provided that the remaining 19.4193% shall be borne by
TRUSTORS A; b) the estimated amounts are set for reference purposes only, provided that
TRUSTORS B shall be required to pay a percentage of the total maintenance expenses related
to the PREMISES and to the ensuing construction of the BUILDING, as well as any other
expenses in connection with the purpose of this AGREEMENT, whether included or not in the
referred-to estimate, and even if they exceed the costs estimated; c) Expenses not included
in EXHIBIT 4 shall be directly related to the purpose of the trust and d) the TRUSTEE shall
not introduce substantial changes to the technical specifications (EXHIBIT I) of the BUILDING
without the TRUSTORS consent.
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5.1.2) |
Payment of Contributions: Contributions shall be initially paid in line with the investment
schedule set forth in EXHIBIT 4, provided however that they shall conform to the requirements
of the works.
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5.1.3) |
Payment Currency: Contributions shall be paid in the currency designated by the TRUSTEE
based on the nature of the obligations owed under the TRUST.
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5.1.4) |
Breach
Untimely Payment Interest: Failure to make timely payment shall cause the
breaching TRUSTOR B to be in default by operation of law, without any court or out-of-court
notice being required. Upon default, the TRUSTEE shall be entitled to collect interest from
the breaching TRUSTOR B at a 3% monthly rate from the date of default until the full
payment of all outstanding amounts. The defaulting TRUSTOR B shall not be released from its
payment obligation unless accumulated interest until the date of effective payment is paid
together with any contributions due, notwithstanding the penalties provided for in the
following section.
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5.1.5) |
Termination- Exclusion: Failure by TRUSTOR B to timely pay any of the installments owed
as contributions shall entitle the TRUSTEE to terminate the AGREEMENT with respect to the
breaching TRUSTOR B, provided actual notice is given for such installment plus accrued
interest to be paid within no less than five days. The termination of this AGREEMENT shall
cause the breaching TRUSTOR B to be excluded from the trust. In such case, all amounts paid
by the breaching TRUSTOR B shall be withheld until the purpose of the AGREEMENT is fully
complied with, under the following conditions.
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5.1.6) |
Liquidated Damages: As and for liquidated damages, the excluded TRUSTOR B shall forfeit
any amounts paid up to 25% of its total estimated contribution. In the event the amounts paid
by the breaching TRUSTOR until the date of its exclusion exceed the liquidated damages amount
specified, the TRUSTEE shall reimburse any balance to the TRUSTOR within 30 days following
the execution of the deed transferring the UNITS to all TRUSTORS, without interest or
adjustments.
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5.1.7) |
Substitution of excluded TRUSTOR B Procedure: In the event a breaching TRUSTOR B is
excluded, the TRUSTEE shall call a Special
Trustors Meeting to be held within thirty (30) days following notice of exclusion, in order
to carry out an awarding process between all TRUSTORS present at the meeting to acquire all
rights of the excluded TRUSTOR and to assume all its obligations. The proceeds resulting from
such award shall be allocated to the TRUST FUND and inure to the benefit of all TRUSTORS B,
provided that if such proceeds are less than the amount to be reimbursed to the excluded
trustor in compliance with item 6) of this section, the difference shall be paid by all
TRUSTORS B, including the substitute TRUSTOR B, in proportion to the percentage share in
the initial cost indicated in Exhibit 4. In the event the awarding process fails, the TRUSTEE
shall seek to find another TRUSTOR B under the same conditions applicable to the award
between the TRUSTORS within fifteen (15) business days following the date of the initial
award. Absent a substitute trustor upon lapse of such term, all TRUSTORS B shall acquire
the rights and assume the obligations of the excluded TRUSTOR B, in proportion to their
interests.
|
5.2) |
TRUSTORS B shall be entitled to acquire ownership of the UNIT(S) listed in EXHIBIT 4, which
shall be identified in the agreement signed by each TRUSTOR B to adhere to this AGREEMENT.
It is hereby expressly agreed that TRUSTORS B shall not be entitled to any claim if due to
changes in the PROJECT, as determined by the ARCHITECTURE FIRM, or for any technical reasons
in connection with the works, the area of their UNITS increases or decreases by 5%. The
provisions of sections 6.1.13) and 6.1.14) shall apply to TRUSTORS B.
|
5.3) |
Assignment: TRUSTORS B may assign all their rights and obligations under this AGREEMENT to
any third parties. Assignees shall thus become TRUSTORS B, provided that the assignor
TRUSTOR B shall be jointly and severally liable for the assignees compliance with all its
obligations. For the TRUSTEE to be notified of any such assignments, the assignee shall pay
fees in the amount of USD 200 (two hundred U.S. dollars) plus VAT. Any costs incurred by the
TRUST as a result of an assignment shall be borne by the assignee.
|
6.1) |
While acting as owner and administrator of the TRUST PROPERTY, the TRUSTEE shall comply with
the terms of the AGREEMENT and its purpose. The TRUSTEE shall duly perform its obligations
and exercise its powers pursuant to the trust placed upon it, in accordance with Law No.
24,441. Subject to these limitations and pursuant to these conditions, the TRUSTORS confer
upon the TRUSTEE all such powers as are necessary to administer the trust created under this
AGREEMENT. The TRUSTEE shall have the following rights and obligations, notwithstanding other
rights and obligations conducive to the purpose of the trust:
|
6.1.1) |
Administration and Management Powers: The TRUSTEE shall administer and manage the real
estate Project, and collect from TRUSTORS A the
funds committed as payment for the PREMISES, the trust ownership of which shall be registered
temporarily and conditionally under TRUSTEEs name, pursuant to Argentine Civil Code section
2662 and the relevant provisions of Law 24,441, and from the TRUSTORS pursuant to the
AGREEMENT such funds as are necessary to cover all such costs as it must incur to construct
the BUILDING and perform all such other acts as are conducive to the purpose of the TRUST.
|
6.1.2) |
The TRUSTEE shall keep the TRUST PROPERTY separate from its own assets. In accordance with
Law 24,441 section 14, the TRUST PROPERTY shall remain separate and distinct from the
TRUSTORS and the TRUSTEEs assets.
|
6.1.3) |
Receipt of subscription offers from TRUSTORS B and trust subscription agreement: The
TRUSTEE shall receive trust subscription offers, which shall be irrevocable until June 15,
2008, from any investor who is interested in participating as TRUSTORS B (which offers shall
be secured with such minimum upfront payment as the TRUSTEE determines), and the TRUSTEE
shall accept such offers when offers have been received for all units pertaining to TRUSTORS
B, and shall execute the relevant subscription agreements.
|
6.1.4) |
The TRUSTEE shall draft the works and investment plan.
|
6.1.5) |
Contracting: The TRUSTEE shall hire such physical and/or legal persons as are required for
executing the works scheduled under the PROJECT. Any contract worth over USD 20,000 (twenty
thousand U.S. dollars) shall be awarded through open competition, for which no less than two
proposals shall be required, which shall be drafted pursuant to a uniform set of
specifications set out by the TRUSTEE. The TRUSTEE may accept price adjustment or
redetermination terms in such contracts pursuant to usual practice.
|
6.1.6) |
The TRUSTEE may purchase such works insurance as it deems necessary to supplement the
insurance purchased by the hired companies pursuant to specifications set out by them.
|
6.1.7) |
The TRUSTEE shall coordinate and supervise throughout the course of the project the
performance of all professionals, experts and suppliers involved so as to ensure compliance
with the projects terms, costs and quality requirements.
|
6.1.8) |
The TRUSTEE shall draft the Condominium Regulations, appoint the chairman of the
Condominium Association and manage and coordinate together with the latter the commissioning
of the BUILDING.
|
6.1.9) |
Until 1 year from delivery of 70% of the UNITS, the TRUSTEE shall coordinate and handle
complaints for defects filed against the responsible contractors.
|
6.1.10) |
The TRUSTEE shall coordinate and request municipal work inspections.
|
6.1.11) |
Reporting: The TRUSTEE shall convene a Regular Meeting of TRUSTORS every twelve months, to
report to them on the progress and to render an account of, its administration, provided
however that Special Meetings may also be convened.
|
6.1.12) |
Non-encumbrance: The TRUSTEE may not encumber the PREMISES.
|
|
6.1.13) |
Conveyance: Once the projected works have been completed and the condominium units plan and
Condominium
Regulations have been approved, the TRUSTEE shall allocate the UNITS to the respective
BENEFICIARIES. The BENEFICIARY-owner shall meet all expenses, and shall pay all costs, taxes
and fees incurred in the closing of the conveyance, and in registering the Condominium
Regulations.
|
6.1.14) |
Delivery of UNITS: The TRUSTEE shall surrender possession of the UNITS unto the
BENEFICIARIES, who shall receive it, once the progress of the project is such that the
exercise of possession by the BENEFICIARIES at their discretion does not hinder completion of
the UNITS. For that purpose, the TRUSTEE shall send reliable notice of the date on which it
shall deliver the UNITS, provided however that the BENEFICIARIES may not rely on uncompleted
details to reject the UNITS if such uncompleted details do not prevent the unhindered use and
enjoyment of the UNITS. As from the date set out for delivery, the BENEFICIARIES must pay
their proportionate share of the common charges incurred and the taxes and other contributions
encumbering the UNITS which they acquire. Additionally, upon taking possession of the UNITS,
the BENEFICIARIES must make such contributions to the costs incurred in equipping and
decorating the BUILDINGs common areas in proportion to their ownership interests in the UNITS
they receive pursuant to the allocation of common charges set out in the Condominium
Regulations (or a draft thereof, if it has not yet been notarially recorded). If there are
enough funds in the Trust Fund, the TRUSTEE may advance such sums as are necessary to cover
said equipment and decoration expenses.
|
6.2. |
Compensation: In consideration of its services, the TRUSTEE shall be paid USD 1,200,000 (one
million, two hundred thousand dollars) plus VAT. 75% of such payment (i.e., USD 900,000 +
VAT, nine hundred thousand U.S. dollars plus VAT) shall compensate its services as manager
and 25% (USD 300,000 + VAT, three hundred thousand U.S. dollars plus VAT) shall compensate
its services as trustee. The compensation shall be paid as follows: (a) USD 120,000 (one
hundred and twenty thousand U.S. dollars) plus VAT within fifteen days after TRUSTORS Bs
subscription to the trust; (b) the balance of USD 1,080,000 (one million, eighty thousand
U.S. dollars) plus VAT in 24 monthly, equal and consecutive part payments of USD 45,000
(forty five thousand U.S. dollars) plus VAT each; provided that the first part payment shall
be due on the 5
th
day of the due date of the payment set out in (a) above. The
compensation set out is included in the expense estimate contained in EXHIBIT 4. If the trust
terminates with the sale of the PREMISES for the reasons set out in the last paragraph of
Section THREE, TRUSTEEs total compensation shall be 4% (four percent) plus VAT of the profit
obtained by TRUSTORS A from the transaction, but shall be no less, even if it exceeds such
percentage, than USD 12,000 (twelve thousand U.S. dollars plus VAT). Such compensation shall
be paid before distributing the proceeds of the sale of the PREMISES between the TRUSTORS A.
|
6.3. |
The TRUSTEE may call the BUILDING EDIFICIO INTECONS and to publicize such name on plaques
or in any other form on entrance halls, gardens, etc.,
provided the BUILDINGs crown belonging to the unit owners listed in Exhibit 5 is not altered.
|
6.4. |
Liability: The TRUSTEE shall be solely responsible for any loss or claim arising out of its
negligent or willful actions or omissions, to the extent provided in Section 6 and 7 of Law
24,441.
|
7.1 |
The TRUSTEE shall be terminated (a) by decision of the TRUSTEES at a Special Meeting
convened for such purpose, based on TRUSTEEs failure to perform its obligations, pursuant to
a majority vote of TRUSTORS representing no less than 70% (seventy percent) of the costs
exceeding those set out in Exhibit 4, and shall forfeit its right to receive any outstanding
compensation; (b) for any of the reasons set out in Section 9 of Law 24,441, except
TRUSTEEs resignation.
|
7.2 |
In the event any of the above conditions for termination is met, the TRUSTEE shall be
replaced by any such substitute trustee as is appointed by the TRUSTORS at a Special Meeting
convened for such purpose. In such event, the TRUSTEE shall render a final account and furnish
the TRUSTORS with any documents it has in connection with the AGREEMENT, and shall transfer
the TRUST PROPERTY to any such substitute trustee as the TRUSTORS designate in their sole
discretion, within a term not exceeding sixty days after notification of the decision to
substitute TRUSTEE, notwithstanding the liability for damages or losses which may arise for
TRUSTEE.
|
8.1. |
The Firm shall be responsible for:
|
8.1.1) |
The executive project of architecture and coordination of structures and installations projects.
|
|
8.1.2) |
Advising on the equipment for common areas.
|
|
8.1.3) |
Coordinating the application for such municipal permits as the project requires.
|
|
8.1.4) |
Reviewing and approving the samples and documents submitted by the contractors throughout the execution of the works.
|
|
8.1.5) |
Controlling the contractors correct interpretation of the plans and technical documents of the architecture project.
|
8.2. |
Compensation: In consideration of its services, the FIRM shall be paid USD 350,000 (three
hundred and fifty thousand U.S. dollars) plus VAT. Such amount has been or shall be paid as
follows:
|
8.2.1) |
USD 105,000 (one hundred and five thousand U.S. dollars) plus VAT have been paid by the
Trust and by the owners of the PREMISES or holders of interests therein before April 10,
2008.
|
8.2.2) |
The balance of USD 245,000 (two hundred and forty-five thousand U.S. dollars) plus VAT
within fifteen days as of the subscription of TRUSTORS B to the TRUST.
|
8.2.3) |
The parties agree that the balance of the compensation set out above is included in the
estimate of expenses contained in EXHIBIT 4. If TRUSTORS B do not subscribe to the TRUST and
the trust is terminated with the sale of the PREMISES for the reasons set out in the last
paragraph of Section THREE, the FIRM shall not receive the balance set forth in 8.2.2 above.
|
9.1. |
AUDITOR:
|
|
9.1.1) |
AUDITOR shall have such duties as are set out in section ONE subsection 13, and shall report on the TRUSTEEs rendering of accounts.
|
9.1.2) |
AUDITORs total compensation shall be agreed with the TRUSTEE and shall be consistent with
current market conditions. If the AUDITOR must be replaced, the new auditor shall be chosen
by the TRUSTEE from among three candidates proposed by the TRUSTORS.
|
9.2. |
EXTERNAL AUDITOR:
|
9.2.1) |
The external auditor shall have such duties as are set out in Section ONE, subsection 17.
|
|
9.2.2) |
The EXTERNAL AUDITORs total compensation shall be agreed with the TRUSTEE and be consistent
with current market conditions. If the EXTERNAL AUDITOR must be replaced, the new external auditor
shall be chosen by the TRUSTORS.
|
10.1. |
The transaction shall be notarially recorded by MASCHWITZ-DEL CAMPO Notaries Public, with
offices at Tucumán 715, piso 6°, City of Buenos Aires, and shall be responsible for:
|
10.1.1) |
Notarizing the AGREEMENT and the TRUSTORS Bs subscription contracts.
|
10.1.2) |
Transcribing and notarially recording the AGREEMENT and stating all personal details of
TRUSTORS who have subscribed to the trust, issuing certified photocopies for the TRUSTEE and
each of the TRUSTORS.
|
10.1.3) |
Notarially recording the TRUSTEEs purchase of the 80% undivided interest in the PREMISES
and performing all prior tasks entailed in such purchase.
|
10.1.4) |
Acting as escrow agent until the termination of the TRUST holding the following documents:
the AGREEMENT, the TRUSTORS Bs subscription agreements, and notarial transcripts of the
notarially recorded title deeds of the PREMISES.
|
10.1.5) |
Drafting and issuing the notarially recorded instruments of constitution of condominium,
Condominium Regulations and allocation of UNITS to the TRUSTORS.
|
10.2. |
The total and only compensation to be paid to the Notaries Public shall break down as
follows:
|
10.2.1) |
for the professional services set out in sections 10.1.1) to 10.1.4) above (including
title search), USD 5,000 (five thousand U.S. dollars) plus VAT. The Notaries Public shall
also include in their invoice to the TRUST the following items:
|
10.2.1)A. |
50% of the applicable Stamp Tax.
|
10.2.1)B. |
Registration fees.
|
10.2.1)C. |
Withholding of tax imposed on bank transfers under Law 25,413 in connection with the
amounts resulting from sections 10.2.1)A. and 10.2.1)B above.
|
10.2.1)D. |
Deed duties (amount proportionate to the deed value of 80% of the PREMISES).
|
|
||
10.2.1)E. |
Stamps, original notarial record, notarial transcript, deed duties (fixed amount)
and registration cards costs.
|
10.2.2) |
For the professional services set out in 10.1.5) above, 0.5% (point five percent) of the
amount by which each TRUSTOR contributes to the total cost, plus the applicable VAT. Such
amount shall be paid, together with the expenses and applicable taxes, by the TRUSTORS at the
time of the notarial recording of the allocation of their respective UNITS or the allocation
in joint ownership in the case set out in TWELVE below. For calculating such value, the
amounts paid by the TRUSTORS in Argentine currency shall be translated into U.S. dollars at
the Argentine Central Bank rate (ask quote) of the date on which each contribution is made.
The TRUSTEE shall make such calculation and communicate it to the BENEFICIARIES and to
MASCHWITZ-DEL CAMPO Notaries.
|
13.1. |
Regular Meetings: Regular Meetings of TRUSTORS shall be convened no less than once every
twelve months so that the TRUSTEE renders an account of its administration. Notices shall be
served at the domicile of each TRUSTOR by certified mail, stating the date, place and time of
the meeting (business days and hours within the city of Buenos Aires) and the order of
business to be transacted.
|
13.2. |
Quorum: Meetings shall commence at the time for which they are convened with the presence
of a majority of TRUSTORS pursuant to the interest percentages set out for each of them in
EXHIBITS 4 and 5 over the costs exceeding those stated in Exhibit 4, or half an hour later
with any number of TRUSTORS. Meetings shall be presided over by the President of the TRUSTEE
or its representative.
|
13.3. |
Special Meetings: Special Meetings shall take place when convened at the instance of the
TRUSTEE or by request of such number of TRUSTORS as represents no less than a 30% interest in
the costs exceeding those set out in Exhibit 4. These Meetings shall be governed by the same
rules as govern Regular Meetings.
|
13.4. |
Majority requirements: Except as otherwise required in the AGREEMENT, resolutions in both
types of Meetings shall be validly adopted by a plurality of the votes present, each 0.10%
(point ten percent) interest in the costs exceeding those set out in Exhibit 4 representing
one vote. TRUSTORS in default shall have no right to vote at a Meeting nor shall they count
for the quorum requirements.
|
13.5. |
Amendments to the Agreement: Any amendment to the Agreement shall be decided at a Special
Meeting by a majority of trustors representing 70% of the votes present.
|
13.6. |
Closing of Fiscal Year: Each Fiscal Year shall close on December 31.
|
Fixed Amounts in USD | Ratio in | |||||||||||||||||||||||
19,4193% | Amount in Argentine | relation to | ||||||||||||||||||||||
Procurement in | afforded by | Pesos subject to | Total | |||||||||||||||||||||
Item | Total (USD) | USD | Storage | trustor A | adjustments (USD) | Amount | ||||||||||||||||||
Land
|
||||||||||||||||||||||||
Land payment and improvements by Trustors A
|
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | % | |||||||||||||||||
80% Purchase Expenses and filing Expenses
|
62,400.00 | 62,400.00 | 0.00 | 0.00 | 0.00 | 0.20 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Total Land
|
62,400.00 | 62,400.00 | 0.00 | 0.00 | 0.00 | 0.20 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Construction Costs
|
||||||||||||||||||||||||
Main Contractor
|
15,000,000.00 | 750,000.00 | 3,562,500.00 | 2,075,437.69 | 8,612,062.31 | 48.43 | % | |||||||||||||||||
Main Supplementary Works
|
810,000.00 | 40,500.00 | 269,325.00 | 97,130.48 | 403,044.52 | 2.61 | % | |||||||||||||||||
Facade and Exterior Structural Works
|
3,183,627.76 | 159,181.39 | 907,333.91 | 411,128.42 | 1,705,984.04 | 10.28 | % | |||||||||||||||||
Metal Works
|
283,911.67 | 42,586.75 | 108,596.21 | 25,774.99 | 106,953.72 | 0.92 | % | |||||||||||||||||
Elevators
|
1,150,828.19 | 805,579.73 | 0.00 | 67,044.83 | 278,203.62 | 3.72 | % | |||||||||||||||||
Air Conditioning Equipment and Installation
|
2,000,567.82 | 1,432,406.56 | 0.00 | 110,332.94 | 457,828.32 | 6.46 | % | |||||||||||||||||
Painting
|
95,000.00 | 0.00 | 19,000.00 | 14,758.67 | 61,241.33 | 0.31 | % | |||||||||||||||||
Small Current (CCTV/DETECC /C.ACC/MONIT)
|
60,000.00 | 36,000.00 | 0.00 | 4,660.63 | 19,339.37 | 0.19 | % | |||||||||||||||||
Internal Telephone Lines
|
20,000.00 | 0.00 | 0.00 | 3,883.86 | 16,116.14 | 0.06 | % | |||||||||||||||||
Wood Works
|
100,000.00 | 0.00 | 0.00 | 19,419.30 | 80,580.70 | 0.32 | % | |||||||||||||||||
Iron Fittings
|
50,000.00 | 0.00 | 0.00 | 9,709.65 | 40,290.35 | 0.16 | % | |||||||||||||||||
Glasses and Mirrors
|
30,000.00 | 0.00 | 0.00 | 5,825.79 | 24,174.21 | 0.10 | % | |||||||||||||||||
Generating Set
|
100,000.00 | 70,000.00 | 0.00 | 5,825.79 | 24,174.21 | 0.32 | % | |||||||||||||||||
Ground Floor Hall Finishing Works
|
100,000.00 | 0.00 | 0.00 | 19,419.30 | 80,580.70 | 0.32 | % | |||||||||||||||||
Exterior Works
|
50,000.00 | 0.00 | 0.00 | 9,709.65 | 40,290.35 | 0.16 | % | |||||||||||||||||
Lighting
|
80,000.00 | 0.00 | 0.00 | 15,535.44 | 64,464.56 | 0.26 | % | |||||||||||||||||
Miscellaneous
|
259,228.66 | 0.00 | 0.00 | 50,340.39 | 208,888.27 | 0.84 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Total Construction Cost
|
23,373,164.10 | 3,336,254.43 | 4,866,755.13 | 2,945,937.82 | 12,224,216.72 | 75.46 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Fees
|
||||||||||||||||||||||||
Architectural Project Balance (MSGSSS)
|
245,000.00 | 245,000.00 | 0.00 | 0.00 | 0.00 | 0.79 | % | |||||||||||||||||
Business Development and Trustee (Intecons)
|
300,000.00 | 300,000.00 | 0.00 | 0.00 | 0.00 | 0.97 | % | |||||||||||||||||
Technical and Administrative Management (Intecons)
|
900,000.00 | 900,000.00 | 0.00 | 0.00 | 0.00 | 2.91 | % | |||||||||||||||||
Experts, miscellaneous
|
25,000.00 | 0.00 | 0.00 | 4,854.83 | 20,145.18 | 0.08 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Total Professional Fees
|
1,470,000.00 | 1,445,000.00 | 0.00 | 4,854.83 | 20,145.18 | 4.75 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Taxes
|
||||||||||||||||||||||||
VAT, Fiscal Credit
|
5,228,874.86 | 1,005,373.83 | 1,022,018.58 | 621,705.48 | 2,579,776.97 | 16.88 | % | |||||||||||||||||
VAT, Payment to AFIP (Argentine Tax Authority)
|
125,921.71 | 0.00 | 0.00 | 0.00 | 125,921.71 | 0.41 | % | |||||||||||||||||
Presumed Minimun Income
|
358,546.10 | 67,703.18 | 68,163.24 | 41,464.47 | 181,215.22 | 1.16 | % | |||||||||||||||||
Tax on Bank Transactions
|
306,689.07 | 59,167.31 | 59,569.37 | 36,236.72 | 151,715.66 | 0.99 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Total Taxes
|
6,020,031.74 | 1,132,244.32 | 1,149,751.18 | 699,406.67 | 3,038,629.56 | 19.43 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Miscellaneous
|
||||||||||||||||||||||||
Insurance and others
|
50,000.00 | 0.00 | 0.00 | 9,709.65 | 40,290.35 | 0.16 | % | |||||||||||||||||
Total Miscellaneous
|
50,000.00 | 0.00 | 0.00 | 9,709.65 | 40,290.35 | 0.16 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Total Estimated Cost
|
30,975,595.84 | 5,975,898.75 | 6,016,506.31 | 3,659,908.97 | 15,323,281.81 | 100.00 | % | |||||||||||||||||
|
||||||||||||||||||||||||
(Fixed and Variable) Cost Percentages
|
100.00 | % | 50.53 | % | 49.47 | % |
Total Estimated Costs | Share | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Office | Parking | Total | Estimated | On | On Initial | Location of Parking | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bathrooms | Spaces | Private | Estimated | VAT | Estimated | Budget | Costs of | Spaces | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Carpet | and Office | Total | # of | Area | Area | Initial Cost | (18,8292%) | Initial Cost | B | Trustor | Cars on 1st | Cars on 2nd | |||||||||||||||||||||||||||||||||||||||||||||||||
Percentage Trustor B | Floor | Location | (m2) | (m2) | Rooftop | Area | Cars | (m2) | (m2) | (USD) | in USD | (USD) | Increase | B | Basement | Basement | |||||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 2 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,611,500 | 303,433 | 1,914,933 | 4.9816 | % | 6.1821 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 3 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,629,500 | 306,823 | 1,936,323 | 5.0372 | % | 6.2511 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 4 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,647,500 | 310,212 | 1,957,712 | 5.0928 | % | 6.3202 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 5 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,665,500 | 313,601 | 1,979,101 | 5.1485 | % | 6.3892 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 6 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,683,500 | 316,990 | 2,000,490 | 5.2041 | % | 6.4583 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 7 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,701,500 | 320,380 | 2,021,880 | 5.2598 | % | 6.5273 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 8 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,719,500 | 323,769 | 2,043,269 | 5.3154 | % | 6.5964 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 9 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,737,500 | 327,158 | 2,064,658 | 5.3711 | % | 6.6654 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 10 | Complete | 830 | 70 | 900 | 14 | 168 | 1,068 | 1,755,500 | 330,547 | 2,086,047 | 5.4267 | % | 6.7345 | % | 5 | 9 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 11 | Complete | 830 | 70 | 900 | 16 | 192 | 1,092 | 1,789,000 | 336,855 | 2,125,855 | 5.5303 | % | 6.8630 | % | 6 | 10 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 12 | Complete | 830 | 70 | 900 | 16 | 192 | 1,092 | 1,802,500 | 339,397 | 2,141,897 | 5.5720 | % | 6.9148 | % | 6 | 10 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 13 | NW | 300 | 25 | 167 | 492 | 6 | 72 | 564 | 739,786 | 139,296 | 879,082 | 2.2869 | % | 2.8380 | % | 2 | 4 | ||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | SE | 230 | 25 | 204 | 459 | 4 | 48 | 507 | 607,026 | 114,298 | 721,325 | 1.8765 | % | 2.3287 | % | 2 | 2 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 14 | NW | 300 | 25 | 325 | 6 | 72 | 397 | 651,500 | 122,673 | 774,173 | 2.0140 | % | 2.4993 | % | 2 | 4 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | SE | 230 | 25 | 255 | 4 | 48 | 303 | 509,200 | 95,879 | 605,079 | 1.5741 | % | 1.9534 | % | 2 | 2 | ||||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 15 | NW | 300 | 25 | 325 | 6 | 72 | 397 | 661,250 | 124,508 | 785,758 | 2.0441 | % | 2.5367 | % | 2 | 4 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | SE | 230 | 25 | 255 | 4 | 48 | 303 | 516,850 | 97,319 | 614,169 | 1.5977 | % | 1.9828 | % | 2 | 2 | ||||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 16 | NW | 300 | 25 | 325 | 6 | 72 | 397 | 671,000 | 126,344 | 797,344 | 2.0742 | % | 2.5741 | % | 2 | 4 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | SE | 230 | 25 | 255 | 4 | 48 | 303 | 524,500 | 98,759 | 623,259 | 1.6214 | % | 2.0121 | % | 2 | 2 | ||||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | 17 | NW | 300 | 25 | 325 | 6 | 72 | 397 | 680,750 | 128,180 | 808,930 | 2.1044 | % | 2.6115 | % | 2 | 4 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | SE | 230 | 25 | 255 | 4 | 48 | 303 | 532,150 | 100,200 | 632,350 | 1.6450 | % | 2.0414 | % | 2 | 2 | ||||||||||||||||||||||||||||||||||||||||||||
24.6983 | % | 18 | NW | 300 | 25 | 325 | 6 | 72 | 397 | 170,542 | 32,112 | 202,654 | 0.5272 | % | 0.6542 | % | 2 | 4 | |||||||||||||||||||||||||||||||||||||||||||
100.0000 | % | SE | 230 | 25 | 255 | 4 | 48 | 303 | 539,800 | 101,640 | 641,440 | 1.6687 | % | 2.0708 | % | 2 | 2 | ||||||||||||||||||||||||||||||||||||||||||||
94.9790 | % | 20 | SE | 230 | 25 | 255 | 4 | 48 | 303 | 519,963 | 97,905 | 617,868 | 1.6073 | % | 1.9947 | % | 2 | 2 | |||||||||||||||||||||||||||||||||||||||||||
Total
Trustors B
|
12,303 | 1,075 | 371 | 13,697 | 217 | 2,607 | 16,305 | 26,067,317 | 4,908,279 | 30,975,596 | 80.5807 | % | 100.0000 | % | 83 | 139 | |||||||||||||||||||||||||||||||||||||||||||||
Report Date
|
04/01/2008 | Exchange Rate ($/U$S) | 3.16 |
Expenses | Budget | Apr-08 | may-08 | jun-08 | jul-08 | Aug-08 | sep-08 | oct-08 | nov-08 | Dec-08 | Jan-09 | feb-09 | mar-09 | Apr-09 | ||||||||||||||||||||||||||||||||||||||||||
Construction begins | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Land
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seller
|
USS | 0.00 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase and Filing Expenses
|
USS | 62,400.00 | 62,400.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Land
|
USS | 62,400.00 | 62,400.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Construction Cost
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paid Storage
|
USS | 3,944,221.44 | 3,944,221.44 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Certifications less guarantee withholdings
|
USS | 19,428,942.66 | 701,194.92 | 701,194.92 | 701,194.92 | 701,194.92 | 993,359.47 | 934,926.56 | 934,926.56 | 934,926.56 | 934,926.56 | 1,051,792.38 | 1,168,658.21 | |||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Construction Cost
|
USS | 23,373,164.10 | 0.00 | 3,944,221.44 | 701,194.92 | 701,194.92 | 701,194.92 | 701,194.92 | 993,359.47 | 934,926.56 | 934,926.56 | 934,926.56 | 934,926.56 | 1,051,792.38 | 1,168,658.21 | |||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M.SG.S.S.S Architecture Firm
|
USS | 245,000.00 | 245,000.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Intecons (Trust Administration and Technical
Management)
|
USS | 1,200,000.00 | 120,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | ||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Professional Fees
|
USS | 1,445,000.00 | 0.00 | 365,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | |||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Taxes
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
VAT Fiscal Credit
|
USS | 5,228,874.86 | 1,940.40 | 905,566.50 | 157,330.93 | 157,330.93 | 157,330.93 | 157,330.93 | 218,685.49 | 206,414.58 | 206,414.58 | 206,414.58 | 206,414.58 | 230,956.40 | 255,498.22 | |||||||||||||||||||||||||||||||||||||||||
VAT Payment to AFIP (Argentine Tax Authority)
|
USS | 125,921.71 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||||||||||||||||||
Gross Income Tax
|
USS | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||||||||||||
Stamp Tax
|
USS | 0.00 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Presumed Minimun Income
|
USS | 358,546.10 | 360.76 | 360.76 | 531.62 | 409.09 | 409.09 | 409.09 | 409.09 | 409.09 | 409.09 | 409.09 | 409.09 | 409.09 | 409.09 | |||||||||||||||||||||||||||||||||||||||||
Tax on Bank Transactions
|
USS | 306,689.07 | 677.01 | 52,181.49 | 9,070.57 | 9,069.35 | 9,069.35 | 9,069.35 | 12,604.54 | 11,897.50 | 11,897.50 | 11,897.50 | 11,897.50 | 13,311.58 | 14,725.66 | |||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Taxes
|
USS | 6,020,031.74 | 2,978.17 | 958,108.75 | 166,933.13 | 166,809.37 | 166,809.37 | 166,809.37 | 231,699.12 | 218,721.17 | 218,721.17 | 218,721.17 | 218,721.17 | 244,677.07 | 270,632.97 | |||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Miscellaneous
|
USS | 75,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | |||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Expenses
|
USS | 30,975,595.84 | 68,378.17 | 5,270,330.19 | 916,128.05 | 916,004.30 | 916,004.30 | 916,004.30 | 1,273,058.60 | 1,201,647.74 | 1,201,647.74 | 1,201,647.74 | 1,201,647.74 | 1,344,469.45 | 1,487,291.17 | |||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Accummulated Expenses
|
USS | 30,975,595.84 | 68,378 | 5,338,708 | 6,254,836 | 7,170,841 | 8,086,845 | 9,002,849 | 10,275,908 | 11,477,556 | 12,679,203 | 13,880,851 | 15,082,499 | 16,426,968 | 17,914,259 | |||||||||||||||||||||||||||||||||||||||||
|
Expenses | Budget | may-09 | jun-09 | jul-09 | ago-09 | sep-09 | oct-09 | nov-09 | dic-09 | ene-10 | feb-10 | mar-10 | abr-10 | may-10 | Subtotal | |||||||||||||||||||||||||||||||||||||||||||||
Fin obra | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Land
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seller
|
USS | 0.00 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase and Filing Expenses
|
USS | 62,400.00 | 62,400.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ttoal Land
|
USS | 62,400.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 62,400.00 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Construction Cost
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paid Sorage
|
USS | 3,944,221.44 | 3,944,221.44 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Certifications less guarantee withholdings
|
USS | 19,428,942.66 | 934,926.56 | 934,926.56 | 934,926.56 | 1,051,792.38 | 1,051,792.38 | 1,168,658.21 | 934,926.56 | 934,926.56 | 934,926.56 | 788,844.29 | 19,428,942.66 | |||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Construction Cost
|
USS | 23,373,164.10 | 934,926.56 | 934,926.56 | 934,926.56 | 1,051,792.38 | 1,051,792.38 | 1,168,658.21 | 934,926.56 | 934,926.56 | 934,926.56 | 788,844.29 | 0.00 | 0.00 | 0.00 | 23,373,164.10 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M.SG.S.S.S Architecture Firm
|
USS | 245,000.00 | 245,000.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intecons (Trust Administration and Technical Management)
|
USS | 1,200,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 1,200,000.00 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Professional Fees
|
USS | 1,445,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 45,000.00 | 1,445,000.00 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Taxes
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
VAT Fiscal Credit
|
USS | 5,228,874.86 | 206,414.58 | 206,414.58 | 206,414.58 | 230,956.40 | 230,956.40 | 255,498.22 | 206,414.58 | 206,309.58 | 206,309.58 | 175,632.30 | 9,975.00 | 9,975.00 | 9,975.00 | 5,228,874.86 | ||||||||||||||||||||||||||||||||||||||||||||
VAT Payment to AFIP (Argentine Tax Authority)
|
USS | 125,921.71 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 125,921.71 | 125,921.71 | ||||||||||||||||||||||||||||||||||||||||||||
Gross Income Tax
|
USS | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||||||||||||||
Stamp Tax
|
USS | 0.00 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Presumed Minimun Income
|
USS | 358,546.10 | 409.09 | 111,260.58 | 10,611.04 | 10,611.04 | 10,611.04 | 10,611.04 | 10,611.04 | 10,611.04 | 10,611.04 | 10,611.04 | 10,611.04 | 10,611.04 | 135,422.01 | 358,546.10 | ||||||||||||||||||||||||||||||||||||||||||||
Tax on Bank Transactions
|
USS | 306,689.07 | 11,897.50 | 13,006.02 | 11,999.52 | 13,413.60 | 13,413.60 | 14,827.67 | 11,999.52 | 11,993.47 | 11,993.47 | 10,225.88 | 680.86 | 680.86 | 3,188.19 | 306,689.07 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Taxes
|
USS | 6,020,031.74 | 218,721.17 | 330,681.18 | 229,025.14 | 254,981.04 | 254,981.04 | 280,936.93 | 229,025.14 | 228,914.09 | 228,914.09 | 196,469.21 | 21,266.90 | 21,266.90 | 274,506.91 | 6,020,031.74 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Miscellaneous
|
USS | 75,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 2,500.00 | 2,500.00 | 2,500.00 | 2,500.00 | 2,500.00 | 2,500.00 | 75,000.00 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Expenses
|
USS | 30,975,595.84 | 1,201,647.74 | 1,313,607.74 | 1,211,951.70 | 1,354,773.42 | 1,354,773.42 | 1,497,595.14 | 1,211,951.70 | 1,211,340.65 | 1,211,340.65 | 1,032,813.50 | 68,766.90 | 68,766.90 | 322,006.91 | 30,975,595.84 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Accumulated Expenes
|
USS | 30,975,595.84 | 19,115,907 | 20,429,515 | 21,641,467 | 22,996,240 | 24,351,013 | 25,848,609 | 27,060,560 | 28,271,901 | 29,483,242 | 30,516,055 | 30,584,822 | 30,653,589 | 30,975,596 | |||||||||||||||||||||||||||||||||||||||||||||
|
(a) |
MercadoLibre S.A.
, a
sociedad anónima
organized under the Laws of the Republic of Argentina
(MercadoLibre); and
|
|
(b) |
Osvaldo Gimenez
(Executive).
|
1. |
Employment
.
|
2. |
Term of Employment
.
|
3. |
Compensation; Expenses
.
|
4. |
Termination of Employment
.
|
5. |
Confidentiality Agreement
|
2
6. |
Intellectual Property
.
|
7. |
Non competition agreement
.
|
3
8. |
Vacations
.
|
9. |
Representations
.
|
4
10. |
Miscellaneous
.
|
5
MercadoLibre S.A. | Osvaldo Gimenez | |||||
|
||||||
By:
|
||||||
|
|
|||||
|
||||||
Marcos Galperín | ||||||
|
||||||
Nicolas Szekasy |
6
Exhibit 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-151063) of
MercadoLibre, Inc. of our report dated February 25, 2009 relating to the consolidated financial statements and the
effectiveness of internal control over financial reporting of MercadoLibre, Inc., which appears in this Form 10-K for
the year ended December 31, 2008.
Buenos Aires, Argentina
Price Waterhouse & Co S.R.L.
By
/s/ Juan Carlos Grassi
February 26, 2009
Juan Carlos Grassi
1. | I have reviewed this Annual Report on Form 10 K of MercadoLibre, Inc. (the registrant); | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
February 27, 2009 | By: | /s/ Marcos Galperín | ||
Marcos Galperín | ||||
Chief Executive Officer |
1. | I have reviewed this Annual Report on Form 10-K of MercadoLibre, Inc. (the registrant); | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
February 27, 2009 | By: | /s/ Nicolas Szekasy | ||
Nicolas Szekasy | ||||
Chief Financial Officer |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Marcos Galperín | ||||
Marcos Galperín | ||||
Chief Executive Officer
February 27, 2009 |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | ||
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Nicolas Szekasy | ||||
Nicolas Szekasy | ||||
Chief Financial Officer
February 27, 2009 |