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 March 2024

 

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 Chief Executive Officer

 

Date: March 4, 2024

 

 

 

 

Exhibit 99.1

 

 

 

Sea Limited Reports Fourth Quarter and Full Year 2023 Results

 

Singapore, March 4, 2024 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2023.

 

“I am happy to share that we have achieved our first full year of annual profit since our IPO,” said Forrest Li, Sea’s Chairman and Chief Executive Officer. “In 2023, we achieved profitability, strengthened our market leadership for our e-commerce business, grew our digital financial services business, and stabilized the performance of our digital entertainment business. We have emerged with a much stronger balance sheet with our cash position increasing to 8.5 billion dollars as of the end of 2023, demonstrating the discipline and prudence we have applied in our investments over the past year. Looking ahead, we expect 2024 to be another profitable year.”

 

“Despite an environment of intensified competition in Southeast Asia, we believe Shopee had a meaningful gain in market share between the start and the end of 2023. We are happy to have solidified Shopee’s market share in the region, and we intend to maintain our market share in 2024. We expect Shopee’s full-year GMV growth to be in the high teens range and its adjusted EBITDA to turn positive in the second half of this year.”

 

“For SeaMoney, 2023 was the first year of positive profit, primarily attributed to our consumer and SME credit business. In 2024, we will continue to invest in user acquisition for our credit business, both on and off Shopee platform as we see significant upside in our markets. As we scale, we will remain prudent on risk management.”

 

“For Garena, I am happy to share that we are seeing improved user acquisition and retention trends for Free Fire. In 2023, Free Fire was the most downloaded mobile game globally according to Sensor Tower. We are pleased that these positive trends are continuing into 2024. In February, Free Fire achieved more than 100 million peak daily active users. It remains one of the largest mobile games in the world. With this positive momentum, we currently expect Free Fire to grow double-digits year-on-year for both user base and bookings in 2024.”

 

“We are pleased to see positive trends in both growth and profitability for all three of our businesses. Looking ahead, we will continue to invest for the future with discipline and focus.”

 

Fourth Quarter 2023 Highlights

 

§Group
oTotal GAAP revenue was US$3.6 billion, up 4.8% year-on-year.
oTotal gross profit was US$1.5 billion, as compared to total gross profit of US$1.7 billion for the fourth quarter of 2022.
oTotal net loss was US$(111.6) million, as compared to total net income of US$422.8 million for the fourth quarter of 2022.
oTotal adjusted EBITDA1 was US$126.7 million, as compared to US$495.7 million for the fourth quarter of 2022.

 

1

 

 

oAs of December 31, 2023, cash, cash equivalents, short-term and other treasury investments2 were US$8.5 billion, representing a net increase3 of US$565.7 million from September 30, 2023.

 

§E-commerce

oGAAP revenue was US$2.6 billion, up 23.2% year-on-year.
oGAAP revenue included US$2.3 billion of GAAP marketplace revenue, which consists of core marketplace revenue and value-added services revenue and increased by 23.2% year-on-year.
§Core marketplace revenue, mainly consisting of transaction-based fees and advertising revenues, was up 40.6% year-on-year to US$1.6 billion as a result of platform growth and improved monetization.
§Value-added services revenue, mainly consisting of revenues related to logistics services, was down 5.3% year-on-year to US$657.9 million as a result of higher revenue net-off against shipping subsidies.
oAdjusted EBITDA1 was US$(225.3) million, as compared to US$196.1 million for the fourth quarter of 2022 and US$(346.5) million for the third quarter of 2023. Adjusted EBITDA improved meaningfully quarter-on-quarter for both Asia and Other markets.
§Asia markets recorded adjusted EBITDA of US$(192.9) million in the quarter, as compared to US$320.0 million for the fourth quarter of 2022 and US$(306.2) million for the third quarter of 2023.
§Other markets recorded adjusted EBITDA of US$(32.4) million in the quarter, as compared to US$(123.9) million for the fourth quarter of 2022 and US$(40.3) million for the third quarter of 2023.
§In Brazil, unit economics continued to improve, with contribution margin4 loss per order improving 88.9% year-on-year to US$(0.05) for the quarter.
oGross orders totaled 2.5 billion for the quarter, increasing by 46.0% year-on-year and 13.4% quarter-on-quarter.
oGMV was US$23.1 billion for the quarter, increasing by 28.6% year-on-year and 15.3% quarter-on-quarter.

 

§Digital Financial Services
oGAAP revenue was US$472.4 million, up 24.3% year-on-year.
oAdjusted EBITDA1 was US$148.5 million, up 96.4% year-on-year.
oDigital financial services revenue and operating income are primarily attributed to the consumer and SME credit business. As of December 31, 2023, consumer and SME loans principal outstanding was US$3.1 billion, up 27.0% year-on-year. This consists of US$2.5 billion on-book and US$0.6 billion off-book loans principal outstanding5.
oNon-performing loans past due by more than 90 days as a percentage of consumer and SME loans on-book was 1.6%, stable quarter-on-quarter.

 

§Digital Entertainment
oGAAP revenue was US$510.8 million, as compared to US$592.2 million for the previous quarter.
oBookings6 were US$456.3 million, up 1.9% quarter-on-quarter.
oAdjusted EBITDA1 was US$217.4 million, as compared to US$234.0 million for the previous quarter.
oAdjusted EBITDA represented 47.6% of bookings for the fourth quarter of 2023, as compared to 52.2% for the previous quarter.

 

2

 

 

oQuarterly active users were 528.7 million, as compared to 544.1 million for the previous quarter.
oQuarterly paying users were 39.7 million, as compared to 40.5 million for the previous quarter. Paying user ratio was 7.5%, remaining stable quarter-on-quarter.
oAverage bookings per user were US$0.86, up 4.8% quarter-on-quarter.

 

Full Year 2023 Highlights

 

§Group
oTotal GAAP revenue was US$13.1 billion, up 4.9% year-on-year.
oTotal gross profit was US$5.8 billion, up 12.5% year-on-year.
oTotal net income was US$162.7 million, as compared to total net loss of US$(1.7) billion for the full year of 2022.
oTotal adjusted EBITDA1 was US$1.2 billion, as compared to US$(878.1) million for the full year of 2022.

 

§E-commerce
oGAAP revenue was US$9.0 billion, up 23.5% year-on-year.
oGAAP revenue included US$7.9 billion of GAAP marketplace revenue, up 27.4% year-on-year.
oAdjusted EBITDA1 was US$(213.8) million, as compared to US$(1.7) billion for the full year of 2022.
oGross orders totaled 8.2 billion, up 8.8% year-on-year.
oGMV was US$78.5 billion, up 6.8% year-on-year.

 

§  Digital Financial Services

oGAAP revenue was US$1.8 billion, up 44.0% year-on-year.
oAdjusted EBITDA1 was US$550.1 million, as compared to US$(228.6) million for the full year of 2022.

 

§  Digital Entertainment

oGAAP revenue was US$2.2 billion, as compared to US$3.9 billion for the full year of 2022.
oBookings6 were US$1.8 billion, as compared to US$2.8 billion for the full year of 2022.
oAdjusted EBITDA1 was US$920.9 million, as compared to US$1.3 billion for the full year of 2022.
oAdjusted EBITDA represented 50.9% of bookings for the full year of 2023, as compared to 47.7% for the full year of 2022.

 

 

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

2 Other treasury investments currently consist of group treasury related investments, such as available-for-sale sovereign bonds and corporate bonds, classified as part of long-term investments.

3 Includes proceeds of approximately US$370 million from lower securities purchased under agreements to resell relating to our banking operations.

4 Contribution margin refers to adjusted EBITDA before allocation of HQ costs.

5 Off-book loans principal outstanding mainly refers to channeling arrangements, which is lending by other financial institutions on our platform.

6 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 December 31,

      

For the Full Year

ended December 31,

     
   2022   2023   YOY%   2022   2023   YOY% 
   $   $       $   $     
Revenue                        
Service revenue                              
  Digital Entertainment   948,857    510,773    (46.2)%   3,877,163    2,172,009    (44.0)%
  E-commerce and other services   2,231,133    2,771,267    24.2%   7,463,173    9,770,376    30.9%
Sales of goods   271,594    334,588    23.2%   1,109,369    1,121,175    1.1%
    3,451,584    3,616,628    4.8%   12,449,705    13,063,560    4.9%
                               
Cost of revenue                              
Cost of service                              
  Digital Entertainment   (242,470)   (161,360)   (33.5)%   (1,077,017)   (672,481)   (37.6)%
  E-commerce and other services   (1,282,174)   (1,621,218)   26.4%   (5,194,065)   (5,530,043)   6.5%
Cost of goods sold   (229,627)   (309,263)   34.7%   (993,346)   (1,027,389)   3.4%
    (1,754,271)   (2,091,841)   19.2%   (7,264,428)   (7,229,913)   (0.5)%
Gross profit   1,697,313    1,524,787    (10.2)%   5,185,277    5,833,647    12.5%
Other operating income   68,453    58,524    (14.5)%   279,184    221,021    (20.8)%
Sales and marketing expenses   (473,620)   (967,433)   104.3%   (3,269,223)   (2,779,223)   (15.0)%
General and administrative expenses   (352,321)   (232,603)   (34.0)%   (1,437,612)   (1,134,724)   (21.1)%
Provision for credit losses   (175,103)   (159,988)   (8.6)%   (513,690)   (633,942)   23.4%
Research and development expenses   (244,195)   (279,806)   14.6%   (1,376,501)   (1,164,126)   (15.4)%
Impairment of goodwill   (177,663)   -    -    (354,943)   (117,875)   (66.8)%
Total operating expenses   (1,354,449)   (1,581,306)   16.7%   (6,672,785)   (5,608,869)   (15.9)%
Operating income (loss)   342,864    (56,519)   (116.5)%   (1,487,508)   224,778    (115.1)%
Non-operating income (loss), net   34,973    31,654    (9.5)%   (13,025)   207,616    (1,694.0)%
Income tax credit (expense)   43,461    (76,894)   (276.9)%   (168,395)   (262,680)   56.0%
Share of results of equity investees   1,540    (9,856)   (740.0)%   11,156    (7,032)   (163.0)%
Net income (loss)   422,838    (111,615)   (126.4)%   (1,657,772)   162,682    (109.8)%
Earnings (Loss) per share attributable to Sea Limited’s ordinary shareholders:                               
Basic   0.76    (0.19)   (125.0)%   (2.96)   0.27    (109.1)%
Diluted   0.72    (0.19)   (126.4)%   (2.96)   0.25    (108.4)%
Change in deferred revenue of Digital Entertainment   (405,262)   (54,459)   (86.6)%   (1,125,294)   (362,397)   (67.8)%

Adjusted EBITDA for Digital Entertainment (1)

   258,233    217,411    (15.8)%   1,313,091    920,923    (29.9)%
Adjusted EBITDA for E-commerce (1)   196,146    (225,332)   (214.9)%   (1,690,554)   (213,774)   (87.4)%

Adjusted EBITDA for Digital Financial Services (1)

   75,601    148,482    96.4%   (228,560)   550,112    (340.7)%
Adjusted EBITDA for Other Services (1)   (25,437)   (6,979)   (72.6)%   (239,149)   (44,880)   (81.2)%
Unallocated expenses (2)   (8,887)   (6,877)   (22.6)%   (32,962)   (33,199)   0.7%
Total adjusted EBITDA (1)   495,656    126,705    (74.4)%   (878,134)   1,179,182    (234.3)%

 

(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 December 31, 2023 Compared to Three Months Ended December 31, 2022

 

Revenue

 

Our total GAAP revenue increased by 4.8% to US$3.6 billion in the fourth quarter of 2023 from US$3.5 billion in the fourth quarter of 2022.

 

· Digital Entertainment: GAAP revenue was US$510.8 million compared to US$948.9 million in the fourth quarter of 2022, primarily attributable to moderation in user monetization year-on-year.

 

·E-commerce and other services: GAAP revenue increased by 24.2% to US$2.8 billion in the fourth quarter of 2023 from US$2.2 billion in the fourth quarter of 2022, primarily driven by the GMV growth of our e-commerce business and the growth of our credit business year-on-year.

 

·Sales of goods: GAAP revenue increased by 23.2% to US$334.6 million in the fourth quarter of 2023 from US$271.6 million in the fourth quarter of 2022.

 

Cost of Revenue

 

Our total cost of revenue was US$2.1 billion in the fourth quarter of 2023, as compared to US$1.8 billion in the fourth quarter of 2022.

 

·Digital Entertainment: Cost of revenue decreased by 33.5% to US$161.4 million in the fourth quarter of 2023 from US$242.5 million in the fourth quarter of 2022.

 

·E-commerce and other services: Cost of revenue for e-commerce and other services segment combined was US$1.6 billion in the fourth quarter of 2023, as compared to US$1.3 billion in the fourth quarter of 2022, primarily driven by higher costs of logistics from order growth.

 

·Cost of goods sold: Cost of goods sold increased by 34.7% to US$309.3 million in the fourth quarter of 2023 from US$229.6 million in the fourth quarter of 2022.

 

Other Operating Income

 

Other operating income was US$58.5 million and US$68.5 million in the fourth 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 increased by 104.3% to US$967.4 million in the fourth quarter of 2023 from US$473.6 million in the fourth quarter of 2022. The table below sets forth breakdown of the sales and marketing expenses of our major reporting segments. Amounts are expressed in thousands of US dollars (“$”).

 

  

For the Three Months

ended December 31,

     
   2022   2023   YOY% 
Sales and Marketing Expenses   $    $      
Digital Entertainment   43,262    29,926    (30.8)%
E-commerce   379,369    878,985    131.7%
Digital Financial Services   29,918    51,927    73.6%

 

General and Administrative Expenses

 

Our general and administrative expenses decreased by 34.0% to US$232.6 million in the fourth quarter of 2023 from US$352.3 million in the fourth quarter of 2022.

 

Provision for Credit Losses

 

Our provision for credit losses decreased by 8.6% to US$160.0 million in the fourth quarter of 2023 from US$175.1 million in the fourth quarter of 2022.

 

Research and Development Expenses

 

Our research and development expenses increased by 14.6% to US$279.8 million in the fourth quarter of 2023 from US$244.2 million in the fourth quarter of 2022.

 

Impairment of Goodwill

 

We recorded nil impairment of goodwill in the fourth quarter of 2023, compared to US$177.7 million in the fourth quarter of 2022.

 

Non-operating Income or Losses, Net

 

Non-operating income or losses mainly consist of interest income, interest expense, investment gain (loss), foreign exchange gain (loss) and gain (loss) on debt extinguishment. We recorded a net non-operating income of US$31.7 million in the fourth quarter of 2023, as compared to a net non-operating income of US$35.0 million in the fourth quarter of 2022.

 

We recognized a gain on debt extinguishment of US$38.6 million in the fourth quarter of 2023 as the Company repurchased US$244.5 million aggregate principal amount of the 0.25% convertible senior notes due 2026 (the “2026 CB”), for a cash consideration of US$204.6 million. As of December 31, 2023, approximately US$1.8 billion aggregate principal amount of the 2026 CB remained outstanding.

 

Income Tax Expenses or Credit

 

We had a net income tax expense of US$76.9 million in the fourth quarter of 2023, as compared to net income tax credit of US$43.5 million in the fourth quarter of 2022.

 

6

 

 

Net Loss or Income

 

As a result of the foregoing, we had net loss of US$(111.6) million in the fourth quarter of 2023, as compared to net income of US$422.8 million in the fourth quarter of 2022.

 

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

 

Basic loss per share attributable to Sea Limited’s ordinary shareholders was US$(0.19) in the fourth quarter of 2023, compared to basic earnings per share attributable to Sea Limited’s ordinary shareholders of US$0.76 in the fourth quarter of 2022.

 

Diluted loss per share attributable to Sea Limited’s ordinary shareholders was US$(0.19) in the fourth quarter of 2023, compared to diluted earnings per share attributable to Sea Limited’s ordinary shareholders of US$0.72 in the fourth quarter of 2022.

 

7

 

 

Full Year Ended December 31, 2023 Compared to Full Year Ended December 31, 2022

 

Revenue

 

Our total GAAP revenue increased by 4.9% to US$13.1 billion for the full year ended December 31, 2023 from US$12.4 billion for the full year ended December 31, 2022.

 

·Digital Entertainment: GAAP revenue was US$2.2 billion for the full year ended December 31, 2023 from US$3.9 billion for the full year ended December 31, 2022, primarily attributable to the moderation in user engagement and monetization.

 

·E-commerce and other services: GAAP revenue increased by 30.9% to US$9.8 billion for the full year ended December 31, 2023 from US$7.5 billion for the full year ended December 31, 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$1.1 billion for the full year ended December 31, 2023, relatively stable year-on-year.

 

Cost of Revenue

 

Our total cost of revenue was US$7.2 billion for the full year ended December 31, 2023, as compared to US$7.3 billion for the full year ended December 31, 2022.

 

·Digital Entertainment: Cost of revenue decreased by 37.6% to US$672.5 million for the full year ended December 31, 2023 from US$1.1 billion for the full year ended December 31, 2022.

 

·E-commerce and other services: Cost of revenue for our e-commerce and other services segment combined increased by 6.5% to US$5.5 billion for the full year ended December 31, 2023 from US$5.2 billion for the full year ended December 31, 2022, primarily driven by higher costs of logistics from order growth.

 

· Cost of goods sold: Cost of goods sold was US$1.0 billion for the full year ended December 31, 2023.

 

Other Operating Income

 

Our other operating income was US$221.0 million for the full year ended December 31, 2023 from US$279.2 million for the full year ended December 31, 2022. Other operating income mainly consists of rebates from e-commerce related logistics services providers.

 

8

 

 

Sales and Marketing Expenses

 

Our total sales and marketing expenses decreased by 15.0% to US$2.8 billion for the full year ended December 31, 2023 from US$3.3 billion for the full year ended December 31, 2022. The table below sets forth the breakdown of the sales and marketing expenses of our major reporting segments. Amounts are expressed in thousands of US dollars (“$”).

 

  

For the Full Year

ended December 31,

     
   2022   2023   YOY% 
Sales and Marketing Expenses  $   $     
Digital Entertainment   268,061    104,721    (60.9)%
E-commerce   2,328,636    2,510,693    7.8%
Digital Financial Services   508,089    116,445    (77.1)%

 

General and Administrative Expenses

 

Our general and administrative expenses decreased by 21.1% to US$1.1 billion for the full year ended December 31, 2023 from US$1.4 billion for the full year ended December 31, 2022.

 

Provision for Credit Losses

 

Our provision for credit losses increased by 23.4% to US$633.9 million for the full year ended December 31, 2023 from US$513.7 million for the full year ended December 31, 2022.

 

Research and Development Expenses

 

Our research and development expenses decreased by 15.4% to US$1.2 billion for the full year ended December 31, 2023 from US$1.4 billion for the full year ended December 31, 2022.

 

Impairment of Goodwill

 

We recorded an impairment of goodwill of US$117.9 million for the full year ended December 31, 2023, as compared to US$354.9 million for the full year ended December 31, 2022.

 

9

 

 

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), and gain (loss) on debt extinguishment. We recorded a net non-operating income of US$207.6 million for the full year ended December 31, 2023, as compared to a net non-operating loss of US$(13.0) million for the full year ended December 31, 2022.

 

Income Tax Expense

 

We had a net income tax expense of US$262.7 million and US$168.4 million for the full year ended December 31, 2023 and 2022, respectively.

 

Net Income or Loss

 

As a result of the foregoing, we had net income of US$162.7 million for the full year ended December 31, 2023, as compared to net loss of US$(1.7) billion for the full year ended December 31, 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$0.27 for the full year ended December 31, 2023, as compared to basic loss per share attributable to Sea Limited’s ordinary shareholders of US$(2.96) for the full year ended December 31, 2022.

 

Diluted earnings per share attributable to Sea Limited’s ordinary shareholders was US$0.25 for the full year ended December 31, 2023, as compared to diluted loss per share attributable to Sea Limited’s ordinary shareholders of US$(2.96) for the full year ended December 31, 2022.

 

10

 

 

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 4, 2024

8:30 PM Singapore / Hong Kong Time on March 4, 2024

 

Webcast link: https://events.q4inc.com/attendee/352581999

 

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 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 and has a significant presence in South America. SeaMoney is a leading digital financial services provider in Southeast Asia and is growing its presence in Brazil.

 

11

 

 

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. 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.

 

12

 

 

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 impairment of goodwill 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) 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.

 

13

 

 

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, 2023 
   Digital
Entertainment
   E-commerce   Digital
Financial
Services
   Other
Services(1)
   Unallocated
expenses(2)
   Consolidated 
   $   $   $   $   $   $ 
Operating income (loss)   261,060    (303,681)   134,205    (9,558)   (138,545)   (56,519)
Net effect of changes in deferred revenue and its related cost   (49,925)   -    -    -    -    (49,925)
Depreciation and Amortization   6,276    78,349    14,277    2,579    -    101,481 
Share-based compensation   -    -    -    -    131,668    131,668 
Adjusted EBITDA   217,411    (225,332)   148,482    (6,979)   (6,877)   126,705 

 

   For the Three Months ended December 31, 2022 
   Digital
Entertainment
   E-commerce   Digital
Financial
Services
   Other
Services(1)
   Unallocated
expenses(2)
   Consolidated 
   $   $   $   $   $   $ 
Operating income (loss)   400,165    109,486    61,841    (28,714)   (199,914)   342,864 
Net effect of changes in deferred revenue and its related cost   (331,321)   -    -    -    -    (331,321)
Depreciation and Amortization   11,726    86,660    13,760    3,277    -    115,423 
Share-based compensation   -    -    -    -    191,027    191,027 
Impairment of goodwill   177,663    -    -    -    -    177,663 
Adjusted EBITDA   258,233    196,146    75,601    (25,437)   (8,887)   495,656 

 

(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 acquisitions 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.

 

14

 

 

   For the Full Year ended December 31, 2023 
   Digital
Entertainment
   E-commerce   Digital
Financial
Services
   Other
Services(1)
   Unallocated
expenses(2)
   Consolidated 
   $   $   $   $   $   $ 
Operating income (loss)   1,177,871    (550,470)   490,209    (56,728)   (836,104)   224,778 
Net effect of changes in deferred revenue and its related cost   (289,346)   -    -    -    -    (289,346)
Depreciation and Amortization   32,398    336,696    59,903    11,848    -    440,845 
Share-based compensation   -    -    -    -    685,030    685,030 
Impairment of goodwill   -    -    -    -    117,875    117,875 
Adjusted EBITDA   920,923    (213,774)   550,112    (44,880)   (33,199)   1,179,182 

 

   For the Full Year ended December 31, 2022 
   Digital
Entertainment
   E-commerce   Digital
Financial
Services
   Other
Services(1)
   Unallocated
expenses(2)
   Consolidated 
   $   $   $   $   $   $ 
Operating income (loss)   1,971,416    (2,013,360)   (277,264)   (252,162)   (916,138)   (1,487,508)
Net effect of changes in deferred revenue and its related cost   (879,809)   -    -    -    -    (879,809)
Depreciation and Amortization   43,821    322,806    48,704    13,013    -    428,344 
Share-based compensation   -    -    -    -    705,896    705,896 
Impairment of goodwill   177,663    -    -    -    177,280    354,943 
Adjusted EBITDA   1,313,091    (1,690,554)   (228,560)   (239,149)   (32,962)   (878,134)

 

(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 acquisitions 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.

 

15

 

 

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,

 
   2022   2023   2022   2023 
   $   $   $   $ 
Revenue                    
Service revenue                    
Digital Entertainment   948,857    510,773    3,877,163    2,172,009 
E-commerce and other services   2,231,133    2,771,267    7,463,173    9,770,376 
Sales of goods   271,594    334,588    1,109,369    1,121,175 
                     
Total revenue   3,451,584    3,616,628    12,449,705    13,063,560 
                     
Cost of revenue                    
Cost of service                    
Digital Entertainment   (242,470)   (161,360)   (1,077,017)   (672,481)
E-commerce and other services   (1,282,174)   (1,621,218)   (5,194,065)   (5,530,043)
Cost of goods sold   (229,627)   (309,263)   (993,346)   (1,027,389)
                     
Total cost of revenue   (1,754,271)   (2,091,841)   (7,264,428)   (7,229,913)
                     
Gross profit   1,697,313    1,524,787    5,185,277    5,833,647 
                     
Operating income (expenses):                    
Other operating income   68,453    58,524    279,184    221,021 
Sales and marketing expenses   (473,620)   (967,433)   (3,269,223)   (2,779,223)
General and administrative expenses   (352,321)   (232,603)   (1,437,612)   (1,134,724)
Provision for credit losses   (175,103)   (159,988)   (513,690)   (633,942)
Research and development expenses   (244,195)   (279,806)   (1,376,501)   (1,164,126)
Impairment of goodwill   (177,663)       (354,943)   (117,875)
Total operating expenses   (1,354,449)   (1,581,306)   (6,672,785)   (5,608,869)
                     
Operating income (loss)   342,864    (56,519)   (1,487,508)   224,778 
Interest income   54,336    90,949    115,515    331,310 
Interest expense   (10,809)   (10,129)   (45,396)   (41,075)
Investment loss, net   (123,004)   (80,279)   (207,331)   (125,656)
Net gain on debt extinguishment   199,697    38,550    199,697    38,550 
Foreign exchange (loss) gain   (85,247)   (7,437)   (75,510)   4,487 
Income (Loss) before income tax and share of results of equity investees   377,837    (24,865)   (1,500,533)   432,394 
Income tax credit (expense)   43,461    (76,894)   (168,395)   (262,680)
Share of results of equity investees   1,540    (9,856)   11,156    (7,032)
Net income (loss)   422,838    (111,615)   (1,657,772)   162,682 
                     
Net loss (income) attributable to non-controlling interests   3,960    1,875    6,351    (11,956)
Net income (loss) attributable to Sea Limited’s ordinary shareholders   426,798    (109,740)   (1,651,421)   150,726 
                     
Earnings (Loss) per share:                    
Basic   0.76    (0.19)   (2.96)   0.27 
Diluted   0.72    (0.19)   (2.96)   0.25 
                     
Weighted average shares used in earnings (loss) per share computation:                    
Basic   560,326,301    569,527,667    558,119,948    566,612,815 
Diluted   611,938,691    569,527,667    558,119,948    594,405,604 

 

16

 

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

   As of December 31, 
   2022   2023 
   $   $ 
ASSETS          
Current assets          
Cash and cash equivalents   6,029,859    2,811,056 
Restricted cash   1,549,574    1,410,365 
Accounts receivable, net of allowance for credit losses of $12,818 and $9,351, as of December 31, 2022 and 2023 respectively   268,814    262,716 
Prepaid expenses and other assets   1,798,651    1,861,842 
Loans receivable, net of allowance for credit losses of $236,797 and $319,463, as of December 31, 2022 and 2023 respectively   2,053,767    2,464,662 
Inventories, net   109,668    125,395 
Short-term investments   864,258    2,547,644 
Amounts due from related parties   13,421    290,254 
Total current assets   12,688,012    11,773,934 
           
Non-current assets          
Property and equipment, net   1,387,895    1,207,698 
Operating lease right-of-use assets, net   957,840    1,015,982 
Intangible assets, net   65,019    50,821 
Long-term investments   1,253,593    4,262,562 
Prepaid expenses and other assets   135,616    87,705 
Loans receivable, net of allowance for credit losses of $2,022 and $2,105, as of December 31, 2022 and 2023 respectively   21,663    20,551 
Restricted cash   17,724    22,236 
Deferred tax assets   245,226    328,961 
Goodwill   230,208    112,782 
Total non-current assets   4,314,784    7,109,298 
Total assets   17,002,796    18,883,232 

 

17

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

   As of December 31, 
   2022   2023 
   $   $ 
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities          
Accounts payable   258,648    342,547 
Accrued expenses and other payables   1,396,613    1,834,807 
Deposits payable   1,316,395    1,706,299 
Escrow payables and advances from customers   1,862,325    2,199,464 
Amounts due to related parties   415    64,081 
Borrowings   88,410    146,661 
Operating lease liabilities   269,968    290,788 
Convertible notes   31,237    151,764 
Deferred revenue   1,535,083    1,208,892 
Income tax payable   176,598    223,638 
Total current liabilities   6,935,692    8,168,941 
           
Non-current liabilities          
Accrued expenses and other payables   87,072    79,257 
Borrowings       119,323 
Operating lease liabilities   756,818    789,514 
Deferred revenue   63,566    72,587 
Convertible notes   3,338,750    2,949,785 
Deferred tax liabilities   9,967    133 
Unrecognized tax benefits   107    6,107 
Total non-current liabilities   4,256,280    4,016,706 
Total liabilities   11,191,972    12,185,647 

 

18

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

   As of December 31, 
   2022   2023 
   $   $ 
Shareholders’ equity          
Class A Ordinary shares   258    262 
Class B Ordinary shares   23    23 
Additional paid-in capital   14,559,690    15,283,870 
Accumulated other comprehensive loss   (111,215)   (108,000)
Statutory reserves   12,490    16,981 
Accumulated deficit   (8,745,541)   (8,599,306)
Total Sea Limited shareholders’ equity   5,715,705    6,593,830 
Non-controlling interests   95,119    103,755 
Total shareholders’ equity   5,810,824    6,697,585 
Total liabilities and shareholders’ equity   17,002,796    18,883,232 

 

19

 

 

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,
 
   2022   2023   2022   2023 
   $   $   $   $ 
Net cash generated from (used in) operating activities   319,691    278,833    (1,055,692)   2,079,688 
Net cash generated from (used in) investing activities   51,522    (1,048,554)   (2,428,809)   (5,804,462)
Net cash (used in) generated from financing activities   (513,711)   183,385    400,256    366,011 
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash   109,112    68,317    (143,511)   (7,964)
Net decrease in cash, cash equivalents and restricted cash   (33,386)   (518,019)   (3,227,756)   (3,366,727)
Cash, cash equivalents and restricted cash at beginning of the period(1)   7,643,770    4,761,676    10,838,140    7,610,384 
Cash, cash equivalents and restricted cash at end of the period   7,610,384    4,243,657    7,610,384    4,243,657 

 

(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$1,049 million for the three months ended December 31, 2023. This was primarily attributable to net placement of US$528 million in securities purchased under agreements to resell, time deposits and liquid investment products, for better cash yield management, increase in loans receivable of US$452 million and purchase of property and equipment of US$65 million to support the existing operations. Net cash generated from financing activities amounted to US$183 million for the three months ended December 31, 2023. This was primarily attributable to an increase in customer deposits of US$317 million, as well as an increase in net proceeds from borrowings of US$71 million, offset by the cash used in repurchase of convertible notes of US$205 million.

 

Net cash used in investing activities amounted to US$5,804 million for the year ended December 31, 2023. This was primarily attributable to net placement of US$4,507 million in securities purchased under agreements to resell, time deposits and liquid investment products, for better cash yield management, increase in loans receivable of US$1,000 million and purchase of property and equipment of US$242 million to support the existing operations. Net cash generated from financing activities amounted to US$366 million for the year ended December 31, 2023. This was primarily attributable to an increase in customer deposits of US$389 million as well an increase in net proceeds from borrowings of US$173 million, offset by the cash used in repurchase of convertible notes of US$205 million.

 

20

 

 

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, 2023 
   Digital
Entertainment
   E-commerce   Digital
Financial
Services
   Other
Services(1)
   Unallocated
expenses(2)
   Consolidated 
   $   $   $   $   $   $ 
Revenue   510,773    2,591,272    472,389    42,194    -    3,616,628 
Operating income (loss)   261,060    (303,681)   134,205    (9,558)   (138,545)   (56,519)
Non-operating income, net                            31,654 
Income tax expense                            (76,894)
Share of results of equity investees                            (9,856)
Net loss                            (111,615)

 

   For the Three Months ended December 31, 2022 
   Digital
Entertainment
   E-commerce   Digital
Financial
Services
   Other
Services(1)
   Unallocated
expenses(2)
   Consolidated 
   $   $   $   $   $   $ 
Revenue   948,857    2,102,740    380,172    19,815    -    3,451,584 
Operating income (loss)   400,165    109,486    61,841    (28,714)   (199,914)   342,864 
Non-operating income, net                            34,973 
Income tax credit                            43,461 
Share of results of equity investees                            1,540 
Net income                            422,838 

 

(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 acquisitions 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.

 

21

 

 

   For the Year ended December 31, 2023 
   Digital
Entertainment
   E-commerce   Digital
Financial
Services
   Other
Services(1)
   Unallocated
expenses(2)
   Consolidated 
   $   $   $   $   $   $ 
Revenue   2,172,009    9,000,848    1,759,422    131,281    -    13,063,560 
Operating income (loss)   1,177,871    (550,470)   490,209    (56,728)   (836,104)   224,778 
Non-operating income, net                            207,616 
Income tax expense                            (262,680)
Share of results of equity investees                            (7,032)
Net income                            162,682 

 

   For the Year ended December 31, 2022 
   Digital
Entertainment
   E-commerce   Digital
Financial
Services
   Other
Services(1)
   Unallocated
expenses(2)
   Consolidated 
   $   $   $   $   $   $ 
Revenue   3,877,163    7,288,677    1,221,996    61,869    -    12,449,705 
Operating income (loss)   1,971,416    (2,013,360)   (277,264)   (252,162)   (916,138)   (1,487,508)
Non-operating loss, net                            (13,025)
Income tax expense                            (168,395)
Share of results of equity investees                            11,156 
Net loss                            (1,657,772)

 

(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 acquisitions 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.

 

22

 


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