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6-K 1 tm2315921d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2023

 

Commission File Number: 001-38237

 

 

Sea Limited

 

 

1 Fusionopolis Place, #17-10, Galaxis

Singapore 138522

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x                Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit 99.1 — Press Release

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SEA LIMITED
   
  By: /s/ Forrest Xiaodong Li
  Name: Forrest Xiaodong Li
  Title: Chairman and Group Chief Executive Officer

 

Date: May 16, 2023

 

 

 

EX-99.1 2 tm2315921d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Sea Limited Reports First Quarter 2023 Results

 

Singapore, May 16, 2023 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the first quarter ended March 31, 2023.

 

“The first quarter of 2023 was another strong quarter for us,” said Forrest Li, Sea’s Chairman and Group Chief Executive Officer. “The results for the quarter are a testament to our team’s commitment and creativity. We have innovated to do more with fewer resources, while never losing sight of our commitment to our users, and never letting our service standards fall. Across our business, we have been focused on maximizing operational efficiency and improving user experiences. And we continued to make meaningful progress on both fronts.”

 

“We are also pleased with the progress we have made so far to strengthen the fundamentals of our business. As we continue to fine-tune our operations and navigate near-term macro uncertainties, we remain highly confident in the long-term opportunities in our markets and our ability to capture those profitably.”

 

First Quarter 2023 Highlights

 

§ Group

o Total GAAP revenue was US$3.0 billion, up 4.9% year-on-year.
o Total gross profit was US$1.4 billion, up 21.1% year-on-year.
o Total net income was US$87.3 million, as compared to total net loss of US$(580.1) million for the first quarter of 2022. Total net income was negatively impacted by US$117.9 million impairment of goodwill associated with our prior acquisition.
o Total adjusted EBITDA1 was US$507.2 million, as compared to US$(509.9) million for the first quarter of 2022.
o As of March 31, 2023, cash, cash equivalents, short-term investments, and other treasury investments2 were US$7.2 billion, representing a net increase of US$257.5 million from December 31, 2022.

 

§ E-commerce

o GAAP revenue was US$2.1 billion, up 36.3% year-on-year. Based on constant currency assumptions3, GAAP revenue was up 41.7% year-on-year.
o GAAP revenue included US$1.8 billion of GAAP marketplace revenue, which consists of core marketplace revenue and value-added services revenue and increased by 45.5% year-on-year.

· Core marketplace revenue, mainly consisting of transaction-based fees and advertising revenues, was up 54.3% year-on-year to US$1.2 billion.

· Value-added services revenue, mainly consisting of revenues related to logistics services, was up 32.6% year-on-year to US$0.7 billion.

 

1


 

o Adjusted EBITDA1 was US$207.7 million, as compared to US$(742.8) million for the first quarter of 2022.

· Asia markets recorded adjusted EBITDA of US$275.8 million, as compared to US$(408.0) million for the first quarter of 2022.

· Other markets recorded adjusted EBITDA of US$(68.1) million, as compared to US$(334.9) million for the first quarter of 2022. In Brazil, unit economics improved, with contribution margin loss per order improving 77.4% year-on-year to reach US$0.34.

 

§ Digital Entertainment

o GAAP revenue was US$539.7 million, as compared to US$948.9 million for the previous quarter.

o Bookings4 were US$462.3 million, as compared to US$543.6 million for the previous quarter.

o Adjusted EBITDA1 was US$230.1 million, as compared to US$258.2 million for the previous quarter.

o Adjusted EBITDA represented 49.8% of bookings for the first quarter of 2023, as compared to 47.5% for the previous quarter.

o Quarterly active users were 491.6 million, as compared to 485.5 million for the previous quarter. In April 2023, we observed positive user trends with Free Fire achieving a new peak in monthly active users in the last eight-month period.

o Quarterly paying users were 37.6 million, representing paying user ratio of 7.7%, as compared to 9.0% for the previous quarter.

o Average bookings per user were US$0.9, as compared to US$1.1 for the previous quarter.

 

§ Digital Financial Services

o GAAP revenue was US$412.8 million, up 75.0% year-on-year.

o Adjusted EBITDA1 was US$98.9 million, as compared to US$(124.9) million for the first quarter of 2022.

o As of March 31, 2023, total loans receivable was US$2.0 billion, net of allowance for credit losses of US$281.1 million. Non-performing loans past due by more than 90 days as a percentage of our total gross loans receivable remained stable at around 2%.

 

Management Update

 

Effective May 15, 2023, David Ma has joined our board of directors. He will no longer serve as the Chief Investment Officer of Sea Capital.

 

Forrest Li, Sea’s Chairman and Group Chief Executive Officer, said, “On behalf of the company, I would like to express our gratitude to David for his service as part of our leadership team during an important period in our development. I am grateful that we will continue to benefit from his expertise and experience as a member of our board of directors, and I have no doubt that he will continue to make important contributions to our company in this new role.”

 

2


 

 

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

2 Other treasury investments currently consist of available-for-sale sovereign and corporate bonds excluding those at our banking entities, with maturities over one year, classified as part of long-term investments.

3 Current and comparative prior period local currency amounts are converted into United States dollars using the same exchange rates, rather than the actual exchange rates during the respective periods.

4 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


 

Unaudited Summary of Financial Results

 

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

 

   

For the Three Months
ended March 31,

       
    2022     2023     YOY%  
    $     $      
Revenue                        
Service revenue                        
Digital Entertainment     1,135,169       539,686       (52.5 )%
E-commerce and other services     1,499,611       2,259,577       50.7 %
Sales of goods     264,791       241,841       (8.7 )%
      2,899,571       3,041,104       4.9 %
                         
Cost of revenue                        
Cost of service                        
Digital Entertainment     (309,185 )     (173,366 )     (43.9 )%
E-commerce and other services     (1,176,477 )     (1,241,328 )     5.5 %
Cost of goods sold     (243,881 )     (209,720 )     (14.0 )%
      (1,729,543 )     (1,624,414 )     (6.1 )%
Gross profit     1,170,028       1,416,690       21.1 %
Other operating income     73,655       57,880       (21.4 )%
Sales and marketing expenses     (1,005,174 )     (400,143 )     (60.2 )%
General and administrative expenses     (315,667 )     (333,377 )     5.6 %
Provision for credit losses     (80,466 )     (177,439 )     120.5 %
Research and development expenses     (340,408 )     (320,512 )     (5.8 )%
Impairment of goodwill     -       (117,875 )     -  
Total operating expenses     (1,668,060 )     (1,291,466 )     (22.6 )%
Operating (loss) income     (498,032 )     125,224       (125.1 )%
Non-operating (loss) income, net     (6,060 )     22,522       (471.7 )%
Income tax expense     (81,806 )     (61,898 )     (24.3 )%
Share of results of equity investees     5,762       1,444       (74.9 )%
Net (loss) income     (580,136 )     87,292       (115.0 )%
(Loss) Earnings per share attributable to Sea Limited’s ordinary shareholders:                        
Basic     (1.04 )     0.16       (115.4 )%
Diluted     (1.04 )     0.15       (114.4 )%
Change in deferred revenue of Digital Entertainment     (308,921 )     (77,431 )     (74.9 )%
Adjusted EBITDA for Digital Entertainment (1)     431,360       230,055       (46.7 )%
Adjusted EBITDA for E-commerce (1)     (742,820 )     207,714       (128.0 )%
Adjusted EBITDA for Digital Financial Services (1)     (124,898 )     98,938       (179.2 )%
Adjusted EBITDA for Other Services (1)     (64,627 )     (21,941 )     (66.0 )%
Unallocated expenses (2)     (8,902 )     (7,594 )     (14.7 )%
Total adjusted EBITDA (1)     (509,887 )     507,172       (199.5 )%

 

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

(2) Unallocated expenses within total adjusted EBITDA are mainly related to 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.

 

4


 

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

 

Revenue

 

Our total GAAP revenue increased by 4.9% to US$3.0 billion in the first quarter of 2023 from US$2.9 billion in the first quarter of 2022.

 

Digital Entertainment: GAAP revenue was US$539.7 million compared to US$1.1 billion in the first quarter of 2022, primarily attributable to the ongoing moderation in user engagement and monetization.

 

E-commerce and other services: GAAP revenue increased by 50.7% to US$2.3 billion in the first quarter of 2023 from US$1.5 billion in the first quarter of 2022, primarily driven by the improved monetization in our e-commerce business and the growth of our credit business.

 

Sales of goods: GAAP revenue was US$241.8 million, as compared to US$264.8 million in the first quarter of 2022.

 

Cost of Revenue

 

Our total cost of revenue decreased by 6.1% to US$1.6 billion in the first quarter of 2023 from US$1.7 billion in the first quarter of 2022.

 

Digital Entertainment: Cost of revenue decreased by 43.9% to US$173.4 million in the first quarter of 2023 from US$309.2 million in the first quarter of 2022, which was largely in line with the decrease in digital entertainment revenue.

 

E-commerce and other services: Cost of revenue for our e-commerce and other services segment combined was US$1.2 billion in the first quarter of 2023, relatively flat year-on-year. Improvement in gross profit margins was driven by increased monetization and greater operating cost efficiencies in our e-commerce business.

 

Cost of goods sold: Cost of goods sold decreased by 14.0% to US$209.7 million in the first quarter of 2023 from US$243.9 million in the first quarter of 2022.

 

Other Operating Income

 

Our other operating income was US$57.9 million and US$73.7 million in the first quarter of 2023 and 2022, respectively. Other operating income mainly consists of rebates from e-commerce related logistics services providers.

 

5


 

Sales and Marketing Expenses

 

Our total sales and marketing expenses decreased by 60.2% to US$400.1 million in the first quarter of 2023 from US$1.0 billion in the first quarter of 2022. The table below sets forth breakdown of the sales and marketing expenses of our major reporting segments. Amounts are expressed in thousands of US dollars (“$”).

 

   

For the Three Months
ended March 31,

       
    2022     2023     YOY%  
Sales and Marketing Expenses   $     $      
Digital Entertainment     77,178       23,447       (69.6 )%
E-commerce     699,471       338,189       (51.7 )%
Digital Financial Services     184,881       20,159       (89.1 )%

 

The decrease in sales and marketing expenses across all major reporting segments was mainly attributable to our efforts to continue optimizing operating costs and achieving higher cost efficiencies.

 

General and Administrative Expenses

 

Our general and administrative expenses were US$333.4 million, as compared to US$315.7 million in the first quarter of 2022, relatively flat year-on-year as we are focusing on cost efficiencies.

 

Provision for Credit Losses

 

Our provision for credit losses increased by 120.5% to US$177.4 million in the first quarter of 2023 from US$80.5 million in the first quarter of 2022, primarily driven by expansion to a broader user base and the growth of our loan book.

 

Research and Development Expenses

 

Our research and development expenses decreased by 5.8% to US$320.5 million in the first quarter of 2023 from US$340.4 million in the first quarter of 2022, primarily attributable to lower staff cost from lower headcount.

 

Impairment of Goodwill

 

We recorded an impairment of goodwill of US$117.9 million in the first quarter of 2023, compared to nil in the first quarter of 2022. The goodwill impairment was primarily due to the change in carrying amount of goodwill associated with our prior acquisition.

 

Non-operating Income or Losses, Net

 

Non-operating income or losses mainly consist of interest income, interest expense, investment gain (loss) and foreign exchange gain (loss). We recorded a net non-operating income of US$22.5 million in the first quarter of 2023, as compared to a net non-operating loss of US$6.1 million in the first quarter of 2022. The higher net non-operating income was mainly due to higher interest income from higher yields.

 

6


 

Income Tax Expense

 

We had a net income tax expense of US$61.9 million and US$81.8 million in the first quarter of 2023 and 2022, respectively. The income tax expense in the first quarter of 2023 was primarily due to corporate income tax and withholding tax expenses incurred by our digital entertainment and e-commerce businesses.

 

Net Income or Loss

 

As a result of the foregoing, we had net income of US$87.3 million in the first quarter of 2023, as compared to net loss of US$580.1 million in the first quarter of 2022.

 

Basic and Diluted Earnings or Loss Per Share Attributable to Sea Limited’s Ordinary Shareholders

 

Basic earnings per share attributable to Sea Limited’s ordinary shareholders was US$0.16 in the first quarter of 2023, as compared to basic loss per share attributable to Sea Limited’s ordinary shareholders of US$1.04 in the first quarter of 2022.

 

Diluted earnings per share attributable to Sea Limited’s ordinary shareholders was US$0.15 in the first quarter of 2023.

 

7


 

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 May 16, 2023

7:30 PM Singapore / Hong Kong Time on May 16, 2023

   
Webcast link:

https://event.choruscall.com/mediaframe/webcast.html?webcastid=0aYlTRU2

   
Dial in numbers: US Toll Free: 1-888-317-6003 Hong Kong: 800-963-976
  International: 1-412-317-6061 Singapore: 800-120-5863
 

United Kingdom: 08-082-389-063

 
     
Passcode for Participants: 8142718  

 

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. Its mission is to better the lives of consumers and small businesses with technology. Sea operates 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.

 

8


 

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 “may,” “could,” “will,” “expect,” “anticipate,” “aim,” “future,” “intend,” “plan,” “believe,” “estimate,” “likely to,” “potential,” “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 expected 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; expected changes or guidance 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 expected growth of its digital entertainment, e-commerce and digital financial services businesses; its expectations regarding growth in its user base, level of engagement, and monetization; its ability to continue to develop new technologies and/or upgrade its existing technologies; its expectations regarding the use of proceeds from its financing activities, including its follow-on equity offerings and convertible notes offerings; growth and trends of its markets and competition in its industries; government policies and regulations relating to its industries, including the effects of any government orders or actions on its businesses; general economic, political, social and business conditions in its markets; and the impact of widespread health developments, including the COVID-19 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, and the availability of effective vaccines or treatments) and the impact of economies reopening further to the COVID-19 pandemic. 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.

 

9


 

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:

 

· “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.

 

10


 

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 March 31, 2023  
    Digital
Entertainment
    E-commerce     Digital
Financial
Services
    Other
Services(1)
    Unallocated
expenses(2)
    Consolidated  
    $     $     $     $     $     $  
Operating income (loss)     274,594       115,844       84,568       (25,432 )     (324,350 )     125,224  
Net effect of changes in deferred revenue and its related cost     (55,003 )     -       -       -       -       (55,003 )
Depreciation and Amortization     10,464       91,870       14,370       3,491       -       120,195  
Share-based compensation     -       -       -       -       198,881       198,881  
Impairment of goodwill     -       -       -       -       117,875       117,875  
Adjusted EBITDA     230,055       207,714       98,938       (21,941 )     (7,594 )     507,172  

 

    For the Three Months ended March 31, 2022  
    Digital
Entertainment
    E-commerce     Digital
Financial
Services
    Other
Services(1)
    Unallocated
expenses(2)
    Consolidated  
    $     $     $     $     $     $  
Operating income (loss)     657,488       (810,571 )     (133,908 )     (67,133 )     (143,908 )     (498,032 )
Net effect of changes in deferred revenue and its related cost     (236,514 )     -       -       -       -       (236,514 )
Depreciation and Amortization     10,386       67,751       9,010       2,506       -       89,653  
Share-based compensation     -       -       -       -       135,006       135,006  
Adjusted EBITDA     431,360       (742,820 )     (124,898 )     (64,627 )     (8,902 )     (509,887 )

 

(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, impairment of goodwill of prior acquisition that are not under our reportable segments, 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.

 

11


 

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 March 31,

 
    2022     2023  
    $     $  
Revenue                
Service revenue                
Digital Entertainment     1,135,169       539,686  
E-commerce and other services     1,499,611       2,259,577  
Sales of goods     264,791       241,841  
                 
Total revenue     2,899,571       3,041,104  
                 
Cost of revenue                
Cost of service                
Digital Entertainment     (309,185 )     (173,366 )
E-commerce and other services     (1,176,477 )     (1,241,328 )
Cost of goods sold     (243,881 )     (209,720 )
                 
Total cost of revenue     (1,729,543 )     (1,624,414 )
                 
Gross profit     1,170,028       1,416,690  
                 
Operating income (expenses):                
Other operating income     73,655       57,880  
Sales and marketing expenses     (1,005,174 )     (400,143 )
General and administrative expenses     (315,667 )     (333,377 )
Provision for credit losses     (80,466 )     (177,439 )
Research and development expenses     (340,408 )     (320,512 )
Impairment of goodwill           (117,875 )
Total operating expenses     (1,668,060 )     (1,291,466 )
                 
Operating (loss) income     (498,032 )     125,224  
Interest income     10,781       68,798  
Interest expense     (11,617 )     (10,389 )
Investment loss, net     (235 )     (27,743 )
Foreign exchange loss     (4,989 )     (8,144 )
(Loss) Income before income tax and share of results of equity investees     (504,092 )     147,746  
Income tax expense     (81,806 )     (61,898 )
Share of results of equity investees     5,762       1,444  
Net (loss) income     (580,136 )     87,292  
                 
Net loss attributable to non-controlling interests     327       783  
Net (loss) income attributable to Sea Limited’s ordinary shareholders     (579,809 )     88,075  
                 
(Loss) Earnings per share:                
Basic     (1.04 )     0.16  
Diluted     (1.04 )     0.15  
                 
Weighted average shares used in (loss) earnings per share computation:                
Basic     556,217,418       563,558,642  
Diluted     556,217,418       598,691,484  

 

12


 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

   

As of
December 31,

   

As of
March 31,

 
    2022     2023  
    $     $  
ASSETS                
Current assets                
Cash and cash equivalents     6,029,859       6,082,740  
Restricted cash     1,549,574       1,543,533  
Accounts receivable, net of allowance for credit losses of $12,818 and $11,763, as of December 31, 2022 and March 31, 2023 respectively     268,814       201,520  
Prepaid expenses and other assets     1,798,651       1,953,798  
Loans receivable, net of allowance for credit losses of $236,797 and $279,192, as of December 31, 2022 and March 31, 2023 respectively     2,053,767       2,033,360  
Inventories, net     109,668       107,306  
Short-term investments     864,258       506,383  
Amounts due from related parties     13,421       11,688  
Total current assets     12,688,012       12,440,328  
                 
Non-current assets                
Property and equipment, net     1,387,895       1,393,197  
Operating lease right-of-use assets, net     957,840       979,205  
Intangible assets, net     65,019       66,369  
Long-term investments     1,253,593       1,789,199  
Prepaid expenses and other assets     135,616       135,991  
Loans receivable, net of allowance for credit losses of $2,022 and $1,868, as of December 31, 2022 and March 31, 2023 respectively     21,663       16,319  
Restricted cash     17,724       24,597  
Deferred tax assets     245,226       282,810  
Goodwill     230,208       115,907  
Total non-current assets     4,314,784       4,803,594  
Total assets     17,002,796       17,243,922  

 

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UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

   

As of
December 31,

   

As of
March 31,

 
    2022     2023  
    $     $  
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current liabilities                
Accounts payable     258,648       212,293  
Accrued expenses and other payables     1,396,613       1,281,115  
Deposits payable     1,316,395       1,410,637  
Escrow payables and advances from customers     1,862,325       1,765,585  
Amounts due to related parties     415       368  
Borrowings     88,410       102,501  
Operating lease liabilities     269,968       272,291  
Convertible notes     31,237       31,269  
Deferred revenue     1,535,083       1,371,641  
Income tax payable     176,598       212,520  
Total current liabilities     6,935,692       6,660,220  
                 
Non-current liabilities                
Accrued expenses and other payables     87,072       85,029  
Operating lease liabilities     756,818       771,532  
Deferred revenue     63,566       185,837  
Convertible notes     3,338,750       3,340,240  
Deferred tax liabilities     9,967       9,294  
Unrecognized tax benefits     107       107  
Total non-current liabilities     4,256,280       4,392,039  
Total liabilities     11,191,972       11,052,259  

 

14


 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

    As of
December 31,
    As of
March 31,
 
    2022     2023  
    $     $  

Shareholders’ equity

               
Class A Ordinary shares     258       259  
Class B Ordinary shares     23       23  
Additional paid-in capital     14,559,690       14,761,073  
Accumulated other comprehensive loss     (111,215 )     (23,088 )
Statutory reserves     12,490       12,417  
Accumulated deficit     (8,745,541 )     (8,657,393 )
Total Sea Limited shareholders’ equity     5,715,705       6,093,291  
Non-controlling interests     95,119       98,372  
Total shareholders’ equity     5,810,824       6,191,663  
Total liabilities and shareholders’ equity     17,002,796       17,243,922  

 

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

 

   

For the Three Months ended
March 31,

 
    2022     2023  
    $     $  
Net cash (used in) generated from operating activities     (723,651 )     605,536  
Net cash used in investing activities     (1,130,683 )     (673,772 )
Net cash generated from financing activities     142,381       59,214  
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash     (8,051 )     49,508  
Net (decrease) increase in cash, cash equivalents and restricted cash     (1,720,004 )     40,486  
Cash, cash equivalents and restricted cash at beginning of the period(1)     10,838,140       7,610,384  
Cash, cash equivalents and restricted cash at end of the period     9,118,136       7,650,870  

 

(1) As of December 31, 2022, cash and cash equivalents of US$13,227 was included in assets held for sale within prepaid expenses and other assets.

 

Net cash used in investing activities amounted to US$674 million for the three months ended March 31, 2023. This was primarily attributable to net placement of US$476 million in securities purchased under agreements to resell, time deposits and liquid investment products, for better cash yield management, purchase of property and equipment of US$101 million to support the existing operations and increase in loans receivable of US$87 million. Net cash generated from financing activities amounted to US$59 million for the three months ended March 31, 2023. This was primarily attributable to increase in net proceeds from secured borrowings of US$61 million and increase in customer deposits of US$42 million, offset by repayment of bank borrowings of US$49 million.

 

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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 March 31, 2023  
    Digital
Entertainment
    E-commerce     Digital
Financial
Services
    Other
Services(1)
    Unallocated
expenses(2)
    Consolidated  
    $     $     $     $     $     $  
Revenue     539,686       2,067,071       412,844       21,503       -       3,041,104  
Operating income (loss)     274,594       115,844       84,568       (25,432 )     (324,350 )     125,224  
Non-operating income, net                                             22,522  
Income tax expense                                             (61,898 )
Share of results of equity investees                                             1,444  
Net income                                             87,292  

 

    For the Three Months ended March 31, 2022  
    Digital
Entertainment
    E-commerce     Digital
Financial
Services
    Other
Services(1)
    Unallocated
expenses(2)
    Consolidated  
    $     $     $     $     $     $  
Revenue     1,135,169       1,516,461       235,951       11,990       -       2,899,571  
Operating income (loss)     657,488       (810,571 )     (133,908 )     (67,133 )     (143,908 )     (498,032 )
Non-operating loss, net                                             (6,060 )
Income tax expense                                             (81,806 )
Share of results of equity investees                                             5,762  
Net loss                                             (580,136 )

 

(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, impairment of goodwill of prior acquisition that are not under our reportable segments, 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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