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Published: 2021-03-02 16:07:00 ET
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EX-99.1 2 tm218417d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Sea Limited Reports Fourth Quarter and Full Year 2020 Results

 

Singapore, March 2, 2021 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2020.

 

Fourth Quarter 2020 Highlights

 

§Group

 

oTotal GAAP revenue was US$1.6 billion, up 101.6% year-on-year.
oTotal gross profit was US$533.7 million, up 101.5% year-on-year.
oTotal adjusted EBITDA1 was US$48.7 million compared to US$(104.9) million for the fourth quarter of 2019.

 

§Digital Entertainment

 

oBookings2 were US$1.0 billion, up 111.1% year-on-year.
oAdjusted EBITDA1 was US$663.5 million, up 149.1% year-on-year.
oAdjusted EBITDA represented 65.5% of bookings for the fourth quarter of 2020, compared to 55.5% for the fourth quarter of 2019.
oGAAP revenue was US$693.4 million, up 71.6% year-on-year.
oQuarterly active users (“QAUs”) reached 610.6 million, an increase of 72.1% year-on-year.
oQuarterly paying users grew by 119.5% year-on-year to 73.1 million, and represented 12.0% of QAUs for the fourth quarter compared to 9.4% for the same period in 2019.
oAverage bookings per user were US$1.7, compared to US$1.4 for the fourth quarter of 2019.
oOur self-developed global hit game, Free Fire, was the most downloaded mobile game globally for 2020, according to App Annie3, maintaining this leading position for a second consecutive year.
oFree Fire continued to be the highest grossing mobile game in Latin America and in Southeast Asia for the fourth quarter and for the full year of 2020, according to App Annie3. Free Fire has maintained this leading position for the past six consecutive quarters.
oFree Fire was also the highest grossing mobile game in India for the fourth quarter and for the full year of 2020, according to App Annie3.
oFree Fire related content recorded over 72 billion view counts across YouTube globally in 2020, making Free Fire the most viewed mobile-only video game globally on YouTube for both 2019 and 2020. It was also the third most viewed among all video games on YouTube in 2020.
oOur esports and community-building efforts continued to attract significant followings in the fourth quarter. Free Fire esports tournaments hosted during the quarter have accumulated over 170 million online views to date.

 

1

 

 

§E-commerce

 

oGAAP revenue was US$842.2 million, up 178.3% year-on-year.
oGAAP revenue included US$627.6 million of GAAP marketplace revenue4, up 175.4% year-on-year, and US$214.6 million of GAAP product revenue5, up 187.1% year-on-year.
oGross orders totaled 1.0 billion, an increase of 134.6% year-on-year.
oGross merchandise value (“GMV”) was US$11.9 billion, an increase of 112.5% year-on-year.
oAdjusted EBITDA1 was US$(427.5) million compared to US$(306.2) million for the fourth quarter of 2019. Adjusted EBITDA loss per order decreased by 41.4% year-on-year to US$0.41, compared to US$0.70 for the fourth quarter of 2019.
oIn Indonesia, where Shopee is the largest e-commerce platform, it registered over 430 million orders for the market in the fourth quarter, or a daily average of around 4.7 million orders, an increase of over 128% year-on-year. Shopee also ranked first in Indonesia by average monthly active users, total time spent in app on Android, and downloads, in the Shopping category for the fourth quarter and for the full year of 2020, according to App Annie3.
oBoth in Southeast Asia and in Taiwan, Shopee ranked first in the Shopping category by average monthly active users, total time spent in app on Android, and downloads, for the fourth quarter and for the full year of 2020, according to App Annie3.
oShopee was also the third most downloaded app globally in the Shopping category for the full year of 2020, according to App Annie3.
oShopee is building ever-stronger brand affinity with our communities. Shopee ranked first in YouGov’s “Best APAC Buzz Rankings 2020” and ranked eighth in YouGov’s “Best Global Brands 2020”. Shopee represents one of the only two e-commerce brands in YouGov’s top 10 global brand rankings.

 

Full Year 2020 Highlights

 

§Group

 

oTotal GAAP revenue was US$4.4 billion, up 101.1% year-on-year.
oTotal gross profit was US$1.3 billion, up 123.0% year-on-year.
oTotal adjusted EBITDA1 was US$107.0 million compared to US$(178.6) million for the full year of 2019.

 

§Digital Entertainment

 

oBookings2 were US$3.2 billion, up 80.3% year-on-year, exceeding our recently raised full-year guidance for 2020.
oAdjusted EBITDA1 was US$2.0 billion, up 94.0% year-on-year.
oAdjusted EBITDA represented 62.2% of bookings for the full year of 2020, compared to 57.8% for the full year of 2019.
oGAAP revenue was US$2.0 billion, up 77.5% year-on-year.

 

§E-commerce

 

oGAAP revenue was US$2.2 billion, up 159.8% year-on-year.
oGAAP revenue included US$1.6 billion of GAAP marketplace revenue4, up 155.2% year-on-year, and US$575.4 million of GAAP product revenue5, up 173.1% year-on-year.
oGAAP revenue plus sales incentives net-off was US$2.5 billion, exceeding our recently raised full-year guidance for 2020.

 

2

 

 

oGross orders totaled 2.8 billion, an increase of 132.8% year-on-year.
oGross merchandise value (“GMV”) was US$35.4 billion, an increase of 101.1% year-on-year.
oAdjusted EBITDA1 was US$(1.3) billion compared to US$(1.0) billion for the full year of 2019. Adjusted EBITDA loss per order decreased by 46.5% year-on-year to US$0.46, compared to US$0.86 for the full year of 2019.

 

Digital Financial Services Update

 

In the fourth quarter, we continued to see strong growth in the adoption of SeaMoney’s offerings. Our mobile wallet total payment volume exceeded US$2.9 billion for the quarter and US$7.8 billion for the full year of 2020. Moreover, quarterly paying users for our mobile wallet services surpassed 23.2 million in the fourth quarter with monthly paying users in Indonesia surpassing 10 million during the quarter.

 

We also continued to expand our suite of online and offline third-party use cases and partnerships. We recently expanded our partnership with Google to offer our mobile wallet as a payment option for the Google Play Store in Indonesia, following our partnership with Google in Thailand from March 2020.

 

Other Updates

 

Sea has acquired 100% of Composite Capital Management (“Composite”), a Hong Kong-licensed global investment management firm. Composite was founded and is led by David Ma. Its team has a demonstrated track record of successful, long-term investing, and a deep understanding of industry trends and relevant sectors globally.

 

Concurrent with this acquisition, we are establishing Sea Capital, a platform to manage Sea’s overall investment efforts. David Ma will serve as the Chief Investment Officer of Sea Capital and will report directly to Sea’s Chairman and Group Chief Executive Officer, Forrest Li. Sea Capital will focus on partnering with entrepreneurs using technology to better serve consumers and small businesses. Through Sea Capital, we intend to invest into and support the growth of our broader ecosystem to create value for our users, business partners, and communities. In line with this commitment, we are allocating an initial US$1 billion to be deployed by Sea Capital over the next few years. We believe the addition of the Composite team and the establishment of Sea Capital will further enhance our investment and capital allocation capabilities in support of Sea’s long-term growth strategies.

 

Separately, Dr. Yan Shuicheng has joined Sea as Group Chief Scientist to build and lead Sea AI Labs. Dr. Yan is a leading expert in the field of artificial intelligence, with a particular focus on computer vision, machine learning and multimedia analysis. He is an ACM Fellow and Fellow of Academy of Engineering Singapore.

 

Sea AI Labs intends to attract and collaborate with top talent in artificial intelligence with the goal of exploring and developing long-term insights and technologies related to our existing businesses and new opportunities beyond. Dr. Yan and Sea AI Labs will strengthen our capabilities in innovation and research, in line with our commitment to advancing technology to drive the development of the digital economy across our regions.

 

3

 

 

Guidance

 

For the full year of 2021, we currently expect bookings for digital entertainment to be between US$4.3 billion and US$4.5 billion. The midpoint of the guidance represents an increase of 38.1% from 2020.

 

We also expect GAAP revenue for e-commerce to be between US$4.5 billion and US$4.7 billion. The midpoint of the guidance represents an increase of 112.3% from 2020.

 

 

1 For definitions of total adjusted EBITDA and adjusted EBITDA for digital entertainment and e-commerce segments, please refer to the “Non-GAAP Financial Measures” section.

2 GAAP revenue for the digital entertainment segment plus change in digital entertainment deferred revenue. This operating metric is used as an approximation of cash spent by our users in the applicable period that is attributable to our digital entertainment segment.

3 Rankings data for App Annie is based on combined data from the Google Play and iOS App Stores, unless otherwise stated. Southeast Asia rankings are based on Indonesia, Malaysia, Philippines, Singapore, Thailand, and Vietnam. Latin America rankings are based on Argentina, Brazil, Chile, Colombia, Mexico, and Uruguay.

4 GAAP marketplace revenue mainly consists of transaction-based fees and advertising income and revenue generated from other value-added services.

5 GAAP product revenue mainly consists of revenue generated from direct sales.

 

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Unaudited Summary of Financial Results

 

(Amounts are expressed in thousands of US dollars “$” except for per share data)

 

  

For the Three Months

ended December 31,

      

For the Full Year

ended December 31,

     
                 
   2019   2020       2019   2020     
   $   $   YOY%   $   $   YOY% 
Revenue                        
Service revenue                              
Digital Entertainment   404,082    693,362    71.6%   1,136,017    2,015,972    77.5%
E-commerce and other services   296,515    656,566    121.4%   822,659    1,777,330    116.0%
Sales of goods   76,627    216,622    182.7%   216,702    582,362    168.7%
    777,224    1,566,550    101.6%   2,175,378    4,375,664    101.1%
                               
Cost of revenue                              
Cost of service                              
Digital Entertainment   (139,117)   (208,360)   49.8%   (435,905)   (702,329)   61.1%
E-commerce and other services   (294,685)   (611,637)   107.6%   (907,518)   (1,743,773)   92.1%
Cost of goods sold   (78,570)   (212,841)   170.9%   (227,035)   (580,657)   155.8%
    (512,372)   (1,032,838)   101.6%   (1,570,458)   (3,026,759)   92.7%
Gross profit   264,852    533,712    101.5%   604,920    1,348,905    123.0%
Other operating income   6,015    72,697    1,108.6%   15,890    189,645    1,093.5%
Sales and marketing expenses   (341,740)   (665,222)   94.7%   (969,543)   (1,830,875)   88.8%
General and administrative expenses   (109,705)   (189,005)   72.3%   (385,865)   (657,215)   70.3%
Research and development expenses   (49,467)   (109,507)   121.4%   (156,634)   (353,785)   125.9%
Total operating expenses   (494,897)   (891,037)   80.0%   (1,496,152)   (2,652,230)   77.3%
Operating loss   (230,045)   (357,325)   55.3%   (891,232)   (1,303,325)   46.2%
Non-operating loss, net   (15,183)   (124,459)   719.7%   (477,387)(1)   (179,913)   (62.3)%
Income tax expense   (36,011)   (44,166)   22.6%   (85,864)   (141,640)   65.0%
Share of results of equity investees   (681)   1,381    (302.8)%   (3,239)   721    (122.3)%
Net loss   (281,920)   (524,569)   86.1%   (1,457,722)   (1,624,157)   11.4%
Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes (2)   (240,210)   (430,722)   79.3%   (867,776)   (1,333,824)   53.7%
                               

Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders (2)

   (0.53)   (0.87)   64.2%   (2.00)   (2.78)   39.0%
                               
Change in deferred revenue of Digital Entertainment   75,794    319,720    321.8%   631,355    1,170,399    85.4%
E-commerce sales incentives net-off   55,679    119,344    114.3%   107,828    301,254    179.4%
                               

Adjusted EBITDA for Digital Entertainment (2)

   266,407    663,539    149.1%   1,021,941    1,982,734    94.0%
Adjusted EBITDA for E-commerce (2)   (306,150)   (427,474)   39.6%   (1,043,366)   (1,306,908)   25.3%

Adjusted EBITDA for Digital Financial Services (2)

   (49,761)   (171,263)   244.2%   (113,445)   (511,092)   350.5%
Adjusted EBITDA for Other Services (2)   (8,022)   (12,668)   57.9%   (27,996)   (39,551)   41.3%
Unallocated expenses (3)   (7,353)   (3,407)   (53.7)%   (15,743)   (18,198)   15.6%
Total adjusted EBITDA (2)   (104,879)   48,727    (146.5)%   (178,609)   106,985    (159.9)%

 

(1) This was primarily due to fair value loss of $472.9 million on the 2017 convertible notes as our share prices significantly exceeded the conversion prices of the 2017 convertible notes.

(2) For a discussion of the use of non-GAAP financial measures, see “Non-GAAP Financial Measures.”

(3) Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the Chief Operating Decision Maker (“CODM”) as part of segment performance.

 

5

 

 

Three Months Ended December 31, 2020 Compared to Three Months Ended December 31, 2019

 

Revenue

 

Our total GAAP revenue increased by 101.6% to US$1.6 billion in the fourth quarter of 2020 from US$777.2 million in the fourth quarter of 2019. The increase was mainly driven by the growth in each of the segments detailed as follows:

 

Digital Entertainment: GAAP revenue increased by 71.6% to US$693.4 million in the fourth quarter of 2020 from US$404.1 million in the fourth quarter of 2019. This increase was primarily due to the increase in our active user base as well as the deepened paying user penetration, and in particular, the continued success of our self-developed game Free Fire.

 

E-commerce and other services: GAAP revenue increased by 121.4% to US$656.6 million in the fourth quarter of 2020 from US$296.5 million in the fourth quarter of 2019. This increase was primarily driven by the growth of our e-commerce marketplace, and positive developments in each of our marketplace revenue streams – transaction-based fees, value-added services, and advertising. It is a result of our commitment to continuously enhance our service offerings as we seek to create greater value for our platform users.

 

Sales of goods: GAAP revenue increased by 182.7% to US$216.6 million in the fourth quarter of 2020 from US$76.6 million in the fourth quarter of 2019, primarily due to the increase in our product offerings.

 

Cost of Revenue

 

Our total cost of revenue increased by 101.6% to US$1.0 billion in the fourth quarter of 2020 from US$512.4 million in the fourth quarter of 2019.

 

Digital Entertainment: Cost of revenue increased by 49.8% to US$208.4 million in the fourth quarter of 2020 from US$139.1 million in the fourth quarter of 2019. The increase was largely in line with revenue growth in our digital entertainment business. Improvement in gross profit margins was largely due to higher revenue contribution from our self-developed game.

 

E-commerce and other services: Cost of revenue for our e-commerce and other services segment combined increased by 107.6% to US$611.6 million in the fourth quarter of 2020 from US$294.7 million in the fourth quarter of 2019. The increase was primarily due to higher expenses associated with our logistics and other value-added services that we provide to our users, and other costs incurred in line with the growth of our e-commerce marketplace. Improvement in gross profit margins was mainly due to take-rate growth as we continue to roll out tools to better serve our users’ needs.

 

Cost of goods sold: Cost of goods sold increased by 170.9% to US$212.8 million in the fourth quarter of 2020 from US$78.6 million in the fourth quarter of 2019. The increase was largely in line with the increase in our product offerings.

 

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Other Operating Income

 

Our other operating income increased by 1,108.6% to US$72.7 million in the fourth quarter of 2020 from US$6.0 million in the fourth quarter of 2019. The increase in our other operating income was mainly due to the rebates from e-commerce related logistic services provided by third parties.

 

Sales and Marketing Expenses

 

Our total sales and marketing expenses increased by 94.7% to US$665.2 million in the fourth quarter of 2020 from US$341.7 million in the fourth quarter of 2019. The table below sets forth the breakdown of the sales and marketing expenses of our major reporting segments. Amounts are expressed in thousands of US dollars (“$”).

 

  

For the Three Months

ended December 31,

     
   2019   2020   YOY% 
Sales and Marketing Expenses   $    $      
Digital Entertainment   44,547    61,191    37.4%
E-commerce   254,710    438,475    72.1%
Digital Financial Services   38,830    152,359    292.4%

 

Digital Entertainment: Sales and marketing expenses increased by 37.4% to US$61.2 million in the fourth quarter of 2020 from US$44.5 million in the fourth quarter of 2019. The increase was primarily due to higher online marketing costs as we continue to deepen the engagement with our gaming community.

 

E-commerce: Sales and marketing expenses increased by 72.1% to US$438.5 million in the fourth quarter of 2020 from US$254.7 million in the fourth quarter of 2019. The increase in marketing expenses was primarily attributable to the ramping up of marketing incentives and brand marketing efforts, as we continue our investments to fully capture the opportunities in our markets.

 

Digital Financial Services: Sales and marketing expenses increased by 292.4% to US$152.4 million in the fourth quarter of 2020 from US$38.8 million in the fourth quarter of 2019. The increase in marketing expenses was mainly due to our efforts to drive adoption of our mobile wallet services.

 

General and Administrative Expenses

 

Our general and administrative expenses increased by 72.3% to US$189.0 million in the fourth quarter of 2020 from US$109.7 million in the fourth quarter of 2019. This increase was primarily due to higher staff compensation and benefit costs as well as increase in office facilities and related expenses.

 

Research and Development Expenses

 

Our research and development expenses increased by 121.4% to US$109.5 million in the fourth quarter of 2020 from US$49.5 million in the fourth quarter of 2019, primarily due to the increase in research and development staff force.

 

7

 

 

Non-operating Income or Losses, Net

 

Non-operating income or losses consist of interest income, interest expense, investment gain (loss), fair value change for the 2017 convertible notes and foreign exchange gain (loss). We recorded a net non-operating loss of US$124.5 million in the fourth quarter of 2020, compared to a net non-operating loss of US$15.2 million in the fourth quarter of 2019. Our non-operating loss in the fourth quarter of 2020 was primarily due to investment loss arising mainly from the impairment of a private investment made in the prior years, and interest expense on convertible notes.

 

Income Tax Expense

 

We had a net income tax expense of US$44.2 million and US$36.0 million in the fourth quarter of 2020 and 2019, respectively. The income tax expense in the fourth quarter of 2020 was primarily due to corporate income tax and withholding tax expenses incurred by our digital entertainment segment.

 

Net Loss

 

As a result of the foregoing, we had net losses of US$524.6 million and US$281.9 million in the fourth quarter of 2020 and 2019, respectively.

 

Net Loss Excluding Share-based Compensation and Changes in Fair Value of the 2017 Convertible Notes

 

Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$430.7 million and US$240.2 million in the fourth quarter of 2020 and 2019, respectively.

 

Basic and Diluted Loss Per Share Based on Net Loss Excluding Share-based Compensation and Changes in Fair Value of the 2017 Convertible Notes Attributable to Sea Limited’s Ordinary Shareholders

 

Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$0.87 and US$0.53 in the fourth quarter of 2020 and 2019, respectively.

 

8

 

 

Full Year Ended December 31, 2020 Compared to Full Year Ended December 31, 2019

 

Revenue

 

Our total GAAP revenue increased by 101.1% to US$4.4 billion for the full year ended December 31, 2020 from US$2.2 billion for the full year ended December 31, 2019. The increase was mainly driven by the growth in each of the segments detailed as follows:

 

Digital Entertainment: GAAP revenue increased by 77.5% to US$2.0 billion for the full year ended December 31, 2020 from US$1.1 billion for the full year ended December 31, 2019. This increase was primarily due to the increase in our active user base as well as the deepened paying user penetration, and in particular, the continued success of our self-developed game Free Fire.

 

E-commerce and other services: GAAP revenue increased by 116.0% to US$1.8 billion for the full year ended December 31, 2020 from US$822.7 million for the full year ended December 31, 2019. This increase was primarily driven by the growth of our e-commerce marketplace, and positive developments in each of our marketplace revenue streams – transaction-based fees, value-added services, and advertising. It is a result of our commitment to continuously enhance our service offerings as we seek to create greater value for our platform users.

 

Sales of goods: GAAP revenue increased by 168.7% to US$582.4 million for the full year ended December 31, 2020 from US$216.7 million for the full year ended December 31, 2019, primarily due to the increase in our product offerings.

 

Cost of Revenue

 

Our total cost of revenue increased by 92.7% to US$3.0 billion for the full year ended December 31, 2020 from US$1.6 billion for the full year ended December 31, 2019.

 

Digital Entertainment: Cost of revenue increased by 61.1% to US$702.3 million for the full year ended December 31, 2020 from US$435.9 million for the full year ended December 31, 2019. The increase was largely in line with revenue growth in our digital entertainment business. Improvement in gross profit margins was largely due to higher revenue contribution from our self-developed game.

 

E-commerce and other services: Cost of revenue for our e-commerce and other services segment combined increased by 92.1% to US$1.7 billion for the full year ended December 31, 2020 from US$907.5 million for the full year ended December 31, 2019. The increase was primarily due to higher expenses associated with our logistics and other value-added services that we provide to our users, and other costs incurred in line with the growth of our e-commerce marketplace. Improvement in gross profit margins was mainly due to take-rate growth as we continue to roll out tools to better serve our users’ needs.

 

Cost of goods sold: Cost of goods sold increased by 155.8% to US$580.7 million for the full year ended December 31, 2020 from US$227.0 million for the full year ended December 31, 2019. The increase was largely in line with the increase in our product offerings.

 

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Other Operating Income

 

Our other operating income increased by 1,093.5% to US$189.6 million for the full year ended December 31, 2020 from US$15.9 million for the full year ended December 31, 2019. The increase in our other operating income was mainly due to the rebates from e-commerce related logistic services provided by third parties.

 

Sales and Marketing Expenses

 

Our total sales and marketing expenses increased by 88.8% to US$1.8 billion for the full year ended December 31, 2020 from US$969.5 million for the full year ended December 31, 2019. The table below sets forth the breakdown of the sales and marketing expenses of our major reporting segments. Amounts are expressed in thousands of US dollars (“$”).

 

  

For the Full Year

ended December 31,

     
   2019   2020   YOY% 
   $    $      
Sales and Marketing Expenses               
Digital Entertainment   108,505    165,319    52.4%
E-commerce   765,481    1,219,607    59.3%
Digital Financial Services   78,342    415,418    430.3%

 

Digital Entertainment: Sales and marketing expenses increased by 52.4% to US$165.3 million for the full year ended December 31, 2020 from US$108.5 million for the full year ended December 31, 2019. The increase was primarily due to higher online marketing costs as we continue to deepen the engagement with our gaming community.

 

E-commerce: Sales and marketing expenses increased by 59.3% to US$1.2 billion for the full year ended December 31, 2020 from US$765.5 million for the full year ended December 31, 2019. The increase in marketing expenses was primarily attributable to the ramping up of marketing incentives and brand marketing efforts, as we continue our investments to fully capture the opportunities in our markets.

 

Digital Financial Services: Sales and marketing expenses increased by 430.3% to US$415.4 million for the full year ended December 31, 2020 from US$78.3 million for the full year ended December 31, 2019. The increase in marketing expenses was mainly due to our efforts to drive adoption of our mobile wallet services.

 

General and Administrative Expenses

 

Our general and administrative expenses increased by 70.3% to US$657.2 million for the full year ended December 31, 2020 from US$385.9 million for the full year ended December 31, 2019. This increase was primarily due to higher staff compensation and benefit costs as well as provision for credit losses for our digital financial services business.

 

Research and Development Expenses

 

Our research and development expenses increased by 125.9% to US$353.8 million for the full year ended December 31, 2020 from US$156.6 million for the full year ended December 31, 2019, primarily due to the increase in research and development staff force.

 

10

 

 

Non-operating Income or Losses, Net

 

Non-operating income or losses consist of interest income, interest expense, investment gain (loss), fair value change for the 2017 convertible notes and foreign exchange gain (loss). We recorded a net non-operating loss of US$179.9 million for the full year ended December 31, 2020, compared to a net non-operating loss of US$477.4 million for the full year ended December 31, 2019. Our non-operating loss for the full year ended December 31, 2020 was primarily due to interest expense on convertible notes. Our non-operating loss for the full year ended December 31, 2019 was primarily due to a fair value loss of US$472.9 million arising from the fair value accounting treatment for the 2017 convertible notes.

 

Income Tax Expense

 

We had a net income tax expense of US$141.6 million and US$85.9 million for the full year ended December 31, 2020 and 2019, respectively. The income tax expense for the full year ended December 31, 2020 was primarily due to corporate income tax and withholding tax expenses incurred by our digital entertainment segment.

 

Net Loss

 

As a result of the foregoing, we had net losses of US$1.6 billion and US$1.5 billion for the full year ended December 31, 2020 and 2019, respectively.

 

Net Loss Excluding Share-based Compensation and Changes in Fair Value of the 2017 Convertible Notes

 

Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$1.3 billion and US$867.8 million for the full year ended December 31, 2020 and 2019, respectively.

 

Basic and Diluted Loss Per Share Based on Net Loss Excluding Share-based Compensation and Changes in Fair Value of the 2017 Convertible Notes Attributable to Sea Limited’s Ordinary Shareholders

 

Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$2.78 and US$2.00 for the full year ended December 31, 2020 and 2019, respectively.

 

11

 

 

Webcast and Conference Call Information

 

The Company’s management will host a conference call today to review Sea’s business and financial performance.

 

Details of the conference call and webcast are as follows:

 

Date and time: 7:30 AM U.S. Eastern Time on March 2, 2021
  8:30 PM Singapore / Hong Kong Time on March 2, 2021
 
Webcast link: https://services.choruscall.com/links/se210302.html
 

Dial in numbers:

 

 

US Toll Free:1-888-317-6003
International: 1-412-317-6061

United Kingdom: 08-082-389-063
Hong Kong: 800-963-976
Singapore: 800-120-5863

 

Passcode for Participants: 8293261

 

A replay of the conference call will be available at the Company’s investor relations website (www.sea.com/investor/home). An archived webcast will be available at the same link above.

 

For enquiries, please contact:

 

Investors / analysts: ir@sea.com

Media: media@sea.com

 

About Sea Limited

 

Sea Limited (NYSE: SE) is a leading global consumer internet company founded in Singapore in 2009. Our mission is to better the lives of consumers and small businesses with technology. We operate three core businesses across digital entertainment, e-commerce, as well as digital payments and financial services, known as Garena, Shopee, and SeaMoney, respectively. Garena is a leading global online games developer and publisher. Shopee is the largest pan-regional e-commerce platform in Southeast Asia and Taiwan. SeaMoney is a leading digital payments and financial services provider in Southeast Asia.

 

12

 

 

Forward-Looking Statements

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “guidance,” and similar statements. Among other things, statements that are not historical facts, including statements about Sea’s beliefs and expectations, the business, financial and market outlook, and projections from its management in this announcement, as well as Sea’s strategic and operational plans, contain forward-looking statements. Sea may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases, and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Sea’s goals and strategies; its future business development, financial condition, financial results, and results of operations; the growth in, and market size of, the digital entertainment, e-commerce and digital financial services industries in the markets where it operates, including segments within those industries; changes in its revenue, costs or expenditures; its ability to continue to source, develop and offer new and attractive online games and to offer other engaging digital entertainment content; the growth of its digital entertainment, e-commerce and digital financial services businesses and platforms; the growth in its user base, level of user engagement, and monetization; its ability to continue to develop new technologies and/or upgrade its existing technologies; growth and trends of its markets and competition in its industries; government policies and regulations relating to its industries; general economic and business conditions in its markets; and the impact of widespread health developments, including the recent global coronavirus pandemic, and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities) which could materially and adversely affect, among other things, the business and manufacturing activities of its sellers, merchants and logistics providers, the global supply chain including those of its sellers’ and merchants’, and consumer discretionary spending. Further information regarding these and other risks is included in Sea’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Sea undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

13

 

 

Non-GAAP Financial Measures

 

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP financial measures to help evaluate our operating performance:

 

·“Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes” represents net loss before share-based compensation and changes in fair value of convertible notes. This financial measure helps to identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that are included in net loss. The use of this measure has its limitations in that it does not include all items that impact the net loss or income for the period, and share-based compensation and changes in fair value of convertible notes are significant expenses.

 

·“Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders” represents net loss attributable to Sea Limited’s ordinary shareholders before share-based compensation and changes in fair value of convertible notes. This financial measure helps to identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that are included in net loss. The use of this measure has its limitations in that it does not include all items that impact the net loss or income for the period, and share-based compensation and changes in fair value of convertible notes are significant expenses.

 

·“Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders” represents net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders divided by the weighted average number of shares outstanding during the period.

 

·“Adjusted EBITDA” for our digital entertainment segment represents operating income (loss) before share-based compensation plus (a) depreciation and amortization expenses, and (b) the net effect of changes in deferred revenue and its related cost for our digital entertainment segment. We believe that the segment adjusted EBITDA helps to identify underlying trends in our operating results, enhancing their understanding of the past performance and future prospects.

 

·“Adjusted EBITDA” for our e-commerce segment, digital financial services segment and other services segment represents operating income (loss) before share-based compensation plus depreciation and amortization expenses. We believe that the segment adjusted EBITDA helps to identify underlying trends in our operating results, enhancing their understanding of the past performance and future prospects.

 

·“Total adjusted EBITDA” represents the sum of adjusted EBITDA of all our segments combined, plus unallocated expenses. We believe that the total adjusted EBITDA helps to identify underlying trends in our operating results, enhancing their understanding of the past performance and future prospects.

 

These non-GAAP financial measures have limitations as analytical tools. None of the above financial measures should be considered in isolation or construed as an alternative to revenue, net loss/income, or any other measure of performance or as an indicator of our operating performance. These non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to Sea’s data. We compensate for these limitations by reconciling the non-GAAP financial measures to their nearest U.S. GAAP financial measures, all of which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on any single financial measure.

 

14

 

 

 

 

The tables below present selected financial information of our reporting segments, the non-GAAP financial measures that are most directly comparable to GAAP financial measures, and the related reconciliations between the financial measures. Amounts are expressed in thousands of US dollars (“$”) except for number of shares & per share data.

 

   For the Three Months ended December 31, 2020 
   Digital
Entertainment
   E-
commerce
   Digital
Financial
Services
   Other
Services
(1)
   Unallocated
expenses
(2)
   Consolidated 
   $   $   $   $   $   $ 
Operating income (loss)   397,115    (467,955)   (174,896)   (14,335)   (97,254)   (357,325)
Net effect of changes in deferred revenue and its related cost   259,107    -    -    -    -    259,107 
Depreciation and Amortization   7,317    40,481    3,633    1,667    -    53,098 
Share-based compensation   -    -    -    -    93,847    93,847 
Adjusted EBITDA   663,539    (427,474)   (171,263)   (12,668)   (3,407)   48,727 

 

   For the Three Months ended December 31, 2019 
   Digital
Entertainment
   E-
commerce
   Digital
Financial
Services
   Other
Services
(1)
   Unallocated
expenses
(2)
   Consolidated 
   $   $   $   $   $   $ 
Operating income (loss)   205,559    (331,431)   (50,731)   (11,154)   (42,288)   (230,045)
Net effect of changes in deferred revenue and its related cost   55,902    -    -    -    -    55,902 
Depreciation and Amortization   4,946    25,281    970    3,132    -    34,329 
Share-based compensation   -    -    -    -    34,935    34,935 
Adjusted EBITDA   266,407    (306,150)   (49,761)   (8,022)   (7,353)   (104,879)

 

(1) A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

(2) Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the CODM as part of segment performance.

 

15

 

 

   For the Full Year ended December 31, 2020 
   Digital
Entertainment
   E-
commerce
   Digital
Financial
Services
   Other
Services
(1)
   Unallocated
expenses
(2)
   Consolidated 
   $   $   $   $   $   $ 
Operating income (loss)   1,016,793    (1,442,593)   (520,075)   (49,006)   (308,444)   (1,303,325)
Net effect of changes in deferred revenue and its related cost   939,816    -    -    -    -    939,816 
Depreciation and Amortization   26,125    135,685    8,983    9,455    -    180,248 
Share-based compensation   -    -    -    -    290,246    290,246 
Adjusted EBITDA(3)   1,982,734    (1,306,908)   (511,092)   (39,551)   (18,198)   106,985 

 

   For the Full Year ended December 31, 2019 
   Digital
Entertainment
   E-
commerce
   Digital
Financial
Services
   Other
Services
(1)
   Unallocated
expenses
(2)
   Consolidated 
   $   $   $   $   $   $ 
Operating income (loss)   529,524    (1,131,771)   (116,309)   (39,864)   (132,812)   (891,232)
Net effect of changes in deferred revenue and its related cost   474,340    -    -    -    -    474,340 
Depreciation and Amortization   18,077    88,405    2,864    11,868    -    121,214 
Share-based compensation   -    -    -    -    117,069    117,069 
Adjusted EBITDA   1,021,941    (1,043,366)   (113,445)   (27,996)   (15,743)   (178,609)

 

(1) A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

(2) Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the CODM as part of segment performance.

(3) For the full year of 2020, intersegment sales incentives are not included in the adjusted EBITDA calculation for e-commerce, digital financial services and other services segments.

 

16

 

 

  

For the Three Months

ended December 31,

  

For the Year

ended December 31,

 
   2019   2020   2019   2020 
   $   $   $   $ 
Net loss   (281,920)   (524,569)   (1,457,722)   (1,624,157)
Share-based compensation    34,935    93,847    117,069    290,246 
Changes in fair value of the 2017 convertible notes    6,775        472,877 (1)    87 
Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes   (240,210)   (430,722)   (867,776)   (1,333,824)
                     
Net (profit) loss attributable to non-controlling interests   (1,869)   977    (5,077)   6,101 
Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders   (242,079)   (429,745)   (872,853)   (1,327,723)
                     
Weighted average shares used in loss per share computation:                    
    Basic and diluted   460,325,659    494,805,090    436,601,801    477,264,888 
                     
Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders   (0.53)   (0.87)   (2.00)   (2.78)

 

(1) Fair value loss of $472.9 million on the 2017 convertible notes was recorded as our share prices significantly exceeded the conversion prices of the 2017 convertible notes.

 

17

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Amounts expressed in thousands of US dollars (“$”) except for number of shares & per share data

 

  

For the Three Months

ended December 31,

  

For the Year

ended December 31,

 
   2019   2020   2019   2020 
   $   $   $   $ 
Revenue                    
Service revenue                    
    Digital Entertainment   404,082    693,362    1,136,017    2,015,972 
    E-commerce and other services   296,515    656,566    822,659    1,777,330 
Sales of goods   76,627    216,622    216,702    582,362 
                     
Total revenue   777,224    1,566,550    2,175,378    4,375,664 
                     
Cost of revenue                    
Cost of service                    
    Digital Entertainment   (139,117)   (208,360)   (435,905)   (702,329)
    E-commerce and other services   (294,685)   (611,637)   (907,518)   (1,743,773)
Cost of goods sold   (78,570)   (212,841)   (227,035)   (580,657)
                     
Total cost of revenue   (512,372)   (1,032,838)   (1,570,458)   (3,026,759)
                     
Gross profit   264,852    533,712    604,920    1,348,905 
                     
Operating income (expenses):                    
Other operating income   6,015    72,697    15,890    189,645 
Sales and marketing expenses   (341,740)   (665,222)   (969,543)   (1,830,875)
General and administrative expenses   (109,705)   (189,005)   (385,865)   (657,215)
Research and development expenses   (49,467)   (109,507)   (156,634)   (353,785)
                     
Total operating expenses   (494,897)   (891,037)   (1,496,152)   (2,652,230)
                     
Operating loss   (230,045)   (357,325)   (891,232)   (1,303,325)
Interest income   9,396    4,275    33,935    24,804 
Interest expense   (17,167)   (34,889)   (48,208)   (148,243)
Investment gain (loss), net   6,977    (63,073)   11,794    (17,820)
Changes in fair value of convertible notes   (6,775)   -    (472,877)(1)   (87)
Foreign exchange loss   (7,614)   (30,772)   (2,031)   (38,567)
                     
Loss before income tax and share of results of equity investees   (245,228)   (481,784)   (1,368,619)   (1,483,238)
Income tax expense   (36,011)   (44,166)   (85,864)   (141,640)
Share of results of equity investees   (681)   1,381    (3,239)   721 
                     
Net loss   (281,920)   (524,569)   (1,457,722)   (1,624,157)
                     
Net (profit) loss attributable to non-controlling interests   (1,869)   977    (5,077)   6,101 
                     
Net loss attributable to Sea Limited’s ordinary shareholders   (283,789)   (523,592)   (1,462,799)   (1,618,056)
                     
Loss per share:                    
    Basic and diluted   (0.62)   (1.06)   (3.35)   (3.39)
                     
Weighted average shares used in loss per share computation:                    
    Basic and diluted   460,325,659    494,805,090    436,601,801    477,264,888 

 

(1) Fair value loss of $472.9 million on the 2017 convertible notes was recorded as our share prices significantly exceeded the conversion prices of the 2017 convertible notes.

 

18

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts expressed in thousands of US dollars (“$”)

 

  

As of

December 31,

  

As of

December 31,

 
   2019   2020 
   $   $ 
ASSETS          
Current assets          
Cash and cash equivalents   3,118,988    6,166,880 
Restricted cash   434,938    859,192 
Accounts receivable, net of allowance for credit losses of $4,083 and $7,978, as of December 31, 2019 and December 31, 2020 respectively   187,035    362,999 
Prepaid expenses and other assets   535,187    1,054,229 
Loans receivable, net of allowance for credit losses of nil and $20,872, as of December 31, 2019 and December 31, 2020 respectively   -    285,937 
Inventories, net   26,932    64,219 
Short-term investments   102,324    126,099 
Amounts due from related parties   4,735    19,449 
Total current assets   4,410,139    8,939,004 
           
Non-current assets          
Property and equipment, net   318,620    386,401 
Operating lease right-of-use assets, net   182,965    234,555 
Intangible assets, net   15,020    39,773 
Long-term investments   113,797    190,482 
Prepaid expenses and other assets   65,684    204,804 
Loans receivable, net of allowance for credit losses of nil and $19,612, as of December 31, 2019 and December 31, 2020 respectively   -    117,149 
Restricted cash   16,652    27,321 
Deferred tax assets   70,340    99,904 
Goodwill   30,952    216,278 
Total non-current assets   814,030    1,516,667 
Total assets   5,224,169    10,455,671 

 

19

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts expressed in thousands of US dollars (“$”)

 

  

As of

December 31,

  

As of

December 31,

 
   2019   2020 
   $   $ 
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities          
Accounts payable   69,370    121,637 
Accrued expenses and other payables   980,805    2,033,461 
Advances from customers   65,062    161,379 
Amounts due to related parties   34,990    42,613 
Short-term borrowings   1,258    - 
Operating lease liabilities   56,320    74,506 
Deferred revenue   1,097,868    2,150,165 
Convertible notes   29,481    - 
Income tax payable   27,212    52,306 
Total current liabilities   2,362,366    4,636,067 
           
Non-current liabilities          
Accrued expenses and other payables   25,802    36,159 
Long-term borrowings   358    - 
Operating lease liabilities   144,000    177,870 
Deferred revenue   160,708    343,297 
Convertible notes   1,356,332    1,840,406 
Deferred tax liabilities   975    1,526 
Unrecognized tax benefits   976    107 
Total non-current liabilities   1,689,151    2,399,365 
Total liabilities   4,051,517    7,035,432 

 

20

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts expressed in thousands of US dollars (“$”)

 

  

As of

December 31,

  

As of

December 31,

 
   2019   2020 
   $   $ 

Shareholders’ equity

          
Class A Ordinary shares   154    179 
Class B Ordinary shares   76    76 
Additional paid-in capital   4,687,284    8,526,571 
Accumulated other comprehensive income   5,449    4,681 
Statutory reserves   46    2,363 
Accumulated deficit   (3,530,585)   (5,150,958)
           
Total Sea Limited shareholders’ equity   1,162,424    3,382,912 
Non-controlling interests   10,228    37,327 
Total shareholders’ equity   1,172,652    3,420,239 
Total liabilities and shareholders’ equity   5,224,169    10,455,671 

 

21

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts expressed in thousands of US dollars (“$”)

 

  

For the Three months ended

December 31,

  

For the Year ended

December 31,

 
   2019   2020   2019   2020 
   $   $   $   $ 
Net cash (used in) generated from operating activities   (27,798)   185,444    69,865    555,868 
Net cash used in investing activities   (143,681)   (366,936)   (363,219)   (886,912)
Net cash generated from financing activities   1,045,045    2,949,101    2,579,595    3,733,132 
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash   23,177    59,032    25,025    80,727 
Net increase in cash, cash equivalents and restricted cash   896,743    2,826,641    2,311,266    3,482,815 
Cash, cash equivalents and restricted cash at beginning of the period/year   2,673,835    4,226,752    1,259,312    3,570,578 
                     
Cash, cash equivalents and restricted cash at end of the period/year   3,570,578    7,053,393    3,570,578    7,053,393 

 

22

 

 

UNAUDITED SEGMENT INFORMATION

 

The Company has three reportable segments, namely digital entertainment, e-commerce and digital financial services. The Chief Operating Decision Maker (“CODM”) reviews the performance of each segment based on revenue and certain key operating metrics of the operations and uses these results for the purposes of allocating resources to and evaluating the financial performance of each segment. Amounts are expressed in thousands of US dollars (“$”).

 

   For the Three Months ended December 31, 2020 
   Digital
Entertainment
   E-
commerce
   Digital
Financial
Services
   Other
Services
(1)
   Unallocated
expenses
(2)
   Consolidated 
   $   $   $   $   $   $ 
Revenue   693,362    842,215    24,353    6,620    -    1,566,550 
Operating income (loss)   397,115    (467,955)   (174,896)   (14,335)   (97,254)   (357,325)
Non-operating loss, net                            (124,459)
Income tax expense                            (44,166)
Share of results of equity investees                            1,381 
Net loss                            (524,569)

 

   For the Three Months ended December 31, 2019 
   Digital
Entertainment
   E-
commerce
   Digital
Financial
Services
   Other
Services
(1)
   Unallocated
expenses
(2)
   Consolidated 
   $   $   $   $   $   $ 
Revenue   404,082    302,590    3,206    67,346    -    777,224 
Operating income (loss)   205,559    (331,431)   (50,731)   (11,154)   (42,288)   (230,045)
Non-operating loss, net                            (15,183)
Income tax expense                            (36,011)
Share of results of equity investees                            (681)
Net loss                            (281,920)

 

(1) A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

(2) Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the CODM as part of segment performance.

 

23

 

 

   For the Year ended December 31, 2020 
   Digital
Entertainment
   E-
commerce
   Digital
Financial
Services
   Other
Services
(1)
   Unallocated
expenses
(2)
   Consolidated 
   $   $   $   $   $   $ 
Revenue   2,015,972    2,167,149    60,785    131,758    -    4,375,664 
Operating income (loss)   1,016,793    (1,442,593)   (520,075)   (49,006)   (308,444)   (1,303,325)
Non-operating loss, net                            (179,913)
Income tax expense                            (141,640)
Share of results of equity investees                            721 
Net loss                            (1,624,157)

 

   For the Year ended December 31, 2019 
   Digital
Entertainment
   E-
commerce
   Digital
Financial
Services
   Other
Services
(1)
   Unallocated
expenses
(2)
   Consolidated 
   $   $   $   $   $   $ 
Revenue   1,136,017    834,295    9,223    195,843    -    2,175,378 
Operating income (loss)   529,524    (1,131,771)   (116,309)   (39,864)   (132,812)   (891,232)
Non-operating loss, net                            (477,387)
Income tax expense                            (85,864)
Share of results of equity investees                            (3,239)
Net loss                            (1,457,722)

 

(1) A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

(2) Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the CODM as part of segment performance.

 

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