Document and Entity Information
Document and Entity Information - 20-F | 12 Months Ended |
Dec. 31, 2019shares | |
Document Information [Line Items] | |
Entity Registrant Name | Sea Limited |
Entity Central Index Key | 0001703399 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Shell Company | false |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Document Annual Report | true |
Document Transition Report | false |
Entity File Number | 001-38237 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 1 Fusionopolis Place, #17-10 |
Entity Address, City or Town | Galaxis |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 138522 |
Title of 12(b) Security | American Depositary Shares, each representing one Class A ordinary share, par value US$0.0005 per share |
Trading Symbol | SE |
Security Exchange Name | NYSE |
Document Shell Company Report | false |
Document Registration Statement | false |
Document Accounting Standard | U.S. GAAP |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 1 Fusionopolis Place, #17-10 |
Entity Address, City or Town | Galaxis |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 138522 |
City Area Code | 6270 |
Local Phone Number | 8100 |
Contact Personnel Name | Yanjun Wang, Esq. |
Contact Personnel Email Address | wangy@seagroup.com |
Class A Ordinary Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 311,068,949 |
Class B Ordinary Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 152,175,703 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 3,118,988 | $ 1,002,841 |
Restricted cash | 434,938 | 254,100 |
Accounts receivable, net | 187,035 | 97,782 |
Prepaid expenses and other assets | 535,187 | 312,387 |
Inventories, net | 26,932 | 37,689 |
Short-term investments | 102,324 | 690 |
Amounts due from related parties | 4,735 | 5,224 |
Total current assets | 4,410,139 | 1,710,713 |
Non-current assets | ||
Property and equipment, net | 318,620 | 192,357 |
Operating lease right-of-use assets, net | 182,965 | 0 |
Intangible assets, net | 15,020 | 12,887 |
Long-term investments | 113,797 | 111,022 |
Prepaid expenses and other assets | 65,684 | 69,065 |
Restricted cash | 16,652 | 2,371 |
Deferred tax assets | 70,340 | 63,302 |
Goodwill | 30,952 | 30,952 |
Total non-current assets | 814,030 | 481,956 |
Total assets | 5,224,169 | 2,192,669 |
Current liabilities | ||
Accounts payable (including accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries of $5,095 and $11,274 as of December 31, 2018 and 2019, respectively) | 69,370 | 37,163 |
Accrued expenses and other payables (including accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries of $236,883 and $93,146 as of December 31, 2018 and 2019, respectively) | 980,805 | 636,880 |
Advances from customers (including advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries of $4,832 and $6,116 as of December 31, 2018 and 2019, respectively) | 65,062 | 29,355 |
Amount due to related parties (including amount due to related parties of the Consolidated VIEs without recourse to the primary beneficiaries of $1,297 and $1,569 as of December 31, 2018 and 2019, respectively) | 34,990 | 46,025 |
Short-term borrowings (including short-term borrowings of the Consolidated VIEs without recourse to the primary beneficiaries of $856 and $1,258 as of December 31, 2018 and 2019, respectively) | 1,258 | 856 |
Operating lease liabilities (including operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of nil and $8,797 as of December 31, 2018 and 2019, respectively) | 56,320 | 0 |
Deferred revenue (including deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries of $119,219 and $133,362 as of December 31, 2018 and 2019, respectively) | 1,097,868 | 426,675 |
Convertible notes (including convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2018 and 2019, respectively) | 29,481 | 0 |
Income tax payable (including income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries of $1,785 and $5,850 as of December 31, 2018 and 2019, respectively) | 27,212 | 9,539 |
Total current liabilities | 2,362,366 | 1,186,493 |
Non-current liabilities | ||
Accrued expenses and other payables (including accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries of $1,630 and $1,357 as of December 31, 2018 and 2019, respectively) | 25,802 | 7,894 |
Long-term borrowings (including long-term borrowings of the Consolidated VIEs without recourse to the primary beneficiaries of $1,026 and $358 as of December 31, 2018 and 2019, respectively) | 358 | 1,026 |
Operating lease liabilities (including operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of nil and $20,129 as of December 31, 2018 and 2019, respectively) | 144,000 | 0 |
Deferred revenue (including deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries of $72,439 and $49,325 as of December 31, 2018 and 2019, respectively) | 160,708 | 171,262 |
Convertible notes (including convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2018 and 2019, respectively) | 1,356,332 | 1,061,796 |
Deferred tax liabilities (including deferred tax liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2018 and 2019, respectively) | 975 | 679 |
Unrecognized tax benefits (including unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries of $2,522 and $976 as of December 31, 2018 and 2019, respectively) | 976 | 2,974 |
Total non-current liabilities | 1,689,151 | 1,245,631 |
Total liabilities | 4,051,517 | 2,432,124 |
Commitments and contingencies | ||
Shareholders' equity | ||
Additional paid-in capital | 4,687,284 | 1,809,232 |
Accumulated other comprehensive income | 5,449 | 15,199 |
Statutory reserves | 46 | 46 |
Accumulated deficit | (3,530,585) | (2,067,786) |
Total Sea Limited shareholders' (deficit) equity | 1,162,424 | (243,139) |
Non-controlling interests | 10,228 | 3,684 |
Total shareholders' (deficit) equity | 1,172,652 | (239,455) |
Total liabilities and shareholders' (deficit) equity | 5,224,169 | 2,192,669 |
Class A Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares | 154 | 94 |
Class B Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares | $ 76 | $ 76 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current liabilities | ||
Accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries | $ 69,370 | $ 37,163 |
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 980,805 | 636,880 |
Advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries | 65,062 | 29,355 |
Amounts due to related parties, current | 34,990 | 46,025 |
Short-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 1,258 | 856 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 56,320 | 0 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 1,097,868 | 426,675 |
Convertible debts of the Consolidated VIEs without recourse to the primary beneficiaries | 29,481 | 0 |
Income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries | 27,212 | 9,539 |
Non-current liabilities | ||
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 25,802 | 7,894 |
Long-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 358 | 1,026 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 144,000 | 0 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 160,708 | 171,262 |
Convertible debts of the Consolidated VIEs without recourse to the primary beneficiaries | 1,356,332 | 1,061,796 |
Deferred tax liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 975 | 679 |
Unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries | 976 | 2,974 |
VIEs [Member] | ||
Current liabilities | ||
Accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries | 11,274 | 5,095 |
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 93,146 | 236,883 |
Advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries | 6,116 | 4,832 |
Amounts due to related parties, current | 1,569 | 1,297 |
Short-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 1,258 | 856 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 8,797 | 0 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 133,362 | 119,219 |
Convertible debts of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 0 |
Income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries | 5,850 | 1,785 |
Non-current liabilities | ||
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 1,357 | 1,630 |
Long-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 358 | 1,026 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 20,129 | 0 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 49,325 | 72,439 |
Convertible debts of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 0 |
Deferred tax liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 0 |
Unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries | $ 976 | $ 2,522 |
Class A Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Ordinary shares, authorized (in shares) | 14,800,000,000 | 14,800,000,000 |
Ordinary shares, Issued (in shares) | 311,068,949 | 190,423,065 |
Ordinary shares, Outstanding (in shares) | 311,068,949 | 190,423,065 |
Class B Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, Issued (in shares) | 152,175,703 | 152,175,703 |
Ordinary shares, Outstanding (in shares) | 152,175,703 | 152,175,703 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | |||
Revenue | $ 2,175,378 | $ 826,968 | $ 414,190 |
Cost of revenue | |||
Cost of revenue | (1,570,458) | (812,210) | (326,878) |
Gross profit | 604,920 | 14,758 | 87,312 |
Operating income (expenses) | |||
Other operating income | 15,890 | 9,799 | 3,497 |
Sales and marketing expenses | (969,543) | (705,015) | (425,974) |
General and administrative expenses | (385,865) | (240,781) | (137,868) |
Research and development expenses | (156,634) | (67,529) | (29,323) |
Total operating expenses | (1,496,152) | (1,003,526) | (589,668) |
Operating loss | (891,232) | (988,768) | (502,356) |
Interest income | 33,935 | 11,520 | 2,922 |
Interest expense | (48,208) | (31,295) | (26,501) |
Investment gain, net | 11,794 | 8,603 | 33,591 |
Changes in fair value of convertible notes | (472,877) | 41,259 | (51,950) |
Foreign exchange (loss) gain | (2,031) | 4,801 | (4,215) |
Loss before income tax and share of results of equity investees | (1,368,619) | (953,880) | (548,509) |
Income tax expense | (85,864) | (4,088) | (10,745) |
Share of results of equity investees | (3,239) | (3,066) | (1,912) |
Net loss | (1,457,722) | (961,034) | (561,166) |
Net loss (profit) attributable to non-controlling interests | (5,077) | (207) | 681 |
Net loss attributable to Sea Limited's ordinary shareholders | $ (1,462,799) | $ (961,241) | $ (560,485) |
Loss per share: | |||
Basic and diluted (in dollars per share) | $ (3.35) | $ (2.84) | $ (2.72) |
Weighted average shares used in loss per share computation: | |||
Basic and diluted (in shares) | 436,601,801 | 338,472,987 | 205,727,195 |
Digital Entertainment [Member] | |||
Revenue | |||
Revenue | $ 1,136,017 | $ 462,464 | $ 365,167 |
Cost of revenue | |||
Cost of revenue | (435,905) | (267,359) | (217,986) |
E-Commerce and Other Services [Member] | |||
Revenue | |||
Revenue | 822,659 | 270,049 | 47,444 |
Cost of revenue | |||
Cost of revenue | (907,518) | (446,281) | (107,260) |
Sales of Goods [Member] | |||
Revenue | |||
Revenue | 216,702 | 94,455 | 1,579 |
Cost of revenue | |||
Cost of revenue | $ (227,035) | $ (98,570) | $ (1,632) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | |||
Net loss | $ (1,457,722) | $ (961,034) | $ (561,166) |
Foreign currency translation adjustments: | |||
Translation gain (loss) | 3,230 | (13,858) | 1,973 |
Reclassification adjustment for net translation adjustments realized in net income | 0 | 0 | 144 |
Net change | 3,230 | (13,858) | 2,117 |
Available-for-sale investments: | |||
Change in unrealized gain (loss) | (12,869) | 18,269 | 0 |
Net change | (12,869) | 18,269 | 0 |
Total other comprehensive income, net of tax | (9,639) | 4,411 | 2,117 |
Less: total comprehensive income (loss) attributable to non-controlling interests | (5,188) | (120) | 678 |
Total comprehensive loss attributable to Sea Limited's ordinary shareholders | $ (1,472,549) | $ (956,743) | $ (558,371) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net loss | $ (1,457,722) | $ (961,034) | $ (561,166) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of intangible assets | 4,849 | 23,826 | 17,569 |
Depreciation of property and equipment | 116,783 | 54,902 | 23,353 |
Gain on disposal of investments | (129) | (7,685) | (23,857) |
Gain on re-measurement of equity interests | (4,500) | 0 | (10,881) |
Impairment loss on intangible assets | 0 | 5,166 | 922 |
Impairment loss on investments | 1,155 | 3,416 | 1,147 |
Prepaid licensing fees written-off | 0 | 4,544 | 0 |
Share of results of equity investees | 3,239 | 3,066 | 1,912 |
Share-based compensation | 117,069 | 58,121 | 28,636 |
Unrecognized tax benefits | (1,824) | 0 | 2,334 |
Deferred income tax | (4,333) | (19,797) | (8,753) |
Changes in fair value of 2017 Convertible Notes | 472,877 | (41,259) | 51,950 |
Amortization of discount on 2018 Convertible Notes and 2019 Convertible Notes | 33,334 | 14,154 | 0 |
Net foreign exchange differences | (292) | (10,230) | 5,214 |
Others | 7,296 | 4,778 | 2,571 |
Operating cash flows before changes in working capital | (712,198) | (868,032) | (469,049) |
Inventories | 11,762 | (28,465) | (5,970) |
Accounts receivable | (86,546) | (38,524) | (24,547) |
Prepaid expenses and other assets | (214,926) | (159,025) | (107,847) |
Amounts due from related parties | 538 | (3,306) | (1,835) |
Operating lease right-of-use assets | (62,140) | 0 | 0 |
Accounts payable | 31,381 | 29,733 | 1,822 |
Accrued expenses and other payables | 354,151 | 354,946 | 183,436 |
Advances from customers | 34,263 | 2,727 | 9,967 |
Operating lease liabilities | 70,901 | 0 | 0 |
Deferred revenue | 637,214 | 204,161 | 125,102 |
Income tax payable | 17,207 | (75) | 2,599 |
Amount due to related parties | (11,742) | 10,640 | 27,094 |
Net cash (used in) generated from operating activities | 69,865 | (495,220) | (259,228) |
Cash flows from investing activities | |||
Purchase of property and equipment | (239,844) | (177,343) | (67,361) |
Purchase of intangible assets | (7,254) | (1,142) | (12,385) |
Purchase of investments | (118,462) | (69,641) | (23,428) |
Acquisition of businesses, net of cash acquired | 0 | 0 | (18,094) |
Loan to related parties | 0 | 0 | (402) |
Repayment of loans from related parties | 0 | 0 | 2,737 |
Proceeds from disposal of property and equipment | 1,236 | 668 | 314 |
Proceeds from disposal of intangible assets | 0 | 245 | 5 |
Proceeds from disposal of investments | 640 | 22,685 | 0 |
Distributions from investments | 465 | 0 | 0 |
Net cash used in investing activities | (363,219) | (224,528) | (118,614) |
Cash flows from financing activities | |||
Proceeds from issuance of convertible notes, net | 1,041,440 | 564,938 | 674,300 |
Proceeds from borrowings | 868 | 2,055 | 3,888 |
Repayment of borrowings | (1,136) | (2,698) | (3,888) |
Proceeds from issuance of ordinary shares, net | 1,538,802 | 4,574 | 960,924 |
Acquisition of non-controlling interests | 0 | (25,768) | (11,381) |
Proceeds from partial disposal of a subsidiary without a loss in control | 0 | 3,527 | 0 |
Contribution by non-controlling interest | 1,356 | 0 | 0 |
Principal payments under finance lease obligations | (1,735) | 0 | 0 |
Net cash generated from financing activities | 2,579,595 | 546,628 | 1,623,843 |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | 25,025 | (12,546) | 8,153 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 2,311,266 | (185,666) | 1,254,154 |
Cash, cash equivalents and restricted cash at beginning of the year | 1,259,312 | 1,444,978 | 190,824 |
Cash, cash equivalents and restricted cash at end of the year | 3,570,578 | 1,259,312 | 1,444,978 |
Supplement disclosures of cash flow information: | |||
Income taxes paid | (74,349) | (23,961) | (13,999) |
Interest paid | (13,501) | (42,901) | (741) |
Interest received | 33,934 | 11,520 | 2,922 |
Supplement disclosures of non-cash activities: | |||
Purchase of property and equipment included in accrued expenses and other payables | (9,804) | 7,579 | 2,549 |
Purchase of intangible assets included in accrued expenses and other payables | (422) | (444) | 867 |
Purchase of property and equipment included in prepayments | 3,851 | (6,104) | (4,913) |
Purchase of intangible assets included in prepayments | 51 | 4,547 | (353) |
Conversion of a mezzanine equity into ordinary shares | 0 | 0 | (205,075) |
Conversion of 2017 convertible notes into ordinary shares | $ (1,080,112) | $ (48,975) | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Statutory Reserves [Member] | Accumulated Deficit [Member] | Total Sea Limited Shareholders' Equity (Deficit) [Member] | Non-controlling Interests [Member] | Total |
Beginning balance at Dec. 31, 2016 | $ 88 | $ 370,615 | $ 8,587 | $ 46 | $ (505,006) | $ (125,670) | $ 20 | $ (125,650) |
Beginning balance (in shares) at Dec. 31, 2016 | 176,592,650 | |||||||
Comprehensive loss: | ||||||||
Net loss for the year | $ 0 | 0 | 0 | 0 | (560,485) | (560,485) | (681) | (561,166) |
Foreign currency translation adjustments | 0 | 0 | 2,114 | 0 | 0 | 2,114 | 3 | 2,117 |
Net change in unrealized gain on available-for-sale investment | 0 | |||||||
Acquisition of subsidiaries | 0 | 0 | 0 | 0 | 0 | 0 | 8,787 | 8,787 |
Acquisition of non-controlling interests | 0 | (546) | 0 | 0 | 0 | (546) | (2,055) | (2,601) |
Cancellation of ordinary shares | $ (1) | 0 | 0 | 0 | (41,054) | (41,055) | 0 | (41,055) |
Cancellation of ordinary shares (in shares) | (2,777,780) | |||||||
Disposal of interest in a subsidiary without change in control | $ 0 | 32 | 0 | 0 | 0 | 32 | 32 | 64 |
Exercise of share options | $ 4 | 25,387 | 0 | 0 | 0 | 25,391 | 0 | 25,391 |
Exercise of share options (in shares) | 7,288,275 | |||||||
Restricted share awards and restricted share units issued | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restricted share awards and restricted share units issued (in shares) | 1,572,500 | |||||||
Share-based compensation | $ 0 | 28,636 | 0 | 0 | 0 | 28,636 | 0 | 28,636 |
Issuance of Class A ordinary shares, net of issuance costs | $ 33 | 935,500 | 0 | 0 | 0 | 935,533 | 0 | 935,533 |
Issuance of Class A ordinary shares, net of issuance costs (in shares) | 65,954,538 | |||||||
Conversion of convertible preference shares into Class A and Class B ordinary shares | $ 43 | 205,032 | 0 | 0 | 0 | 205,075 | 0 | 205,075 |
Conversion of convertible preference shares into Class A and Class B ordinary shares (in shares) | 86,336,030 | |||||||
Ending balance at Dec. 31, 2017 | $ 167 | 1,564,656 | 10,701 | 46 | (1,106,545) | 469,025 | 6,106 | 475,131 |
Ending balance (in shares) at Dec. 31, 2017 | 334,966,213 | |||||||
Comprehensive loss: | ||||||||
Net loss for the year | $ 0 | 0 | 0 | 0 | (961,241) | (961,241) | 207 | (961,034) |
Foreign currency translation adjustments | 0 | 0 | (13,771) | 0 | 0 | (13,771) | (87) | (13,858) |
Net change in unrealized gain on available-for-sale investment | 0 | 0 | 18,269 | 0 | 0 | 18,269 | 0 | 18,269 |
Acquisition of non-controlling interests | 0 | (21,047) | 0 | 0 | 0 | (21,047) | (4,721) | (25,768) |
Disposal of interest in a subsidiary without change in control | 0 | 1,348 | 0 | 0 | 0 | 1,348 | 2,179 | 3,527 |
Equity component of convertible notes | 0 | 152,714 | 0 | 0 | 0 | 152,714 | 0 | 152,714 |
Shares issued to depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Shares issued to depositary bank (in shares) | 3,200,000 | |||||||
Exercise of share options | $ 1 | 4,573 | 0 | 0 | 0 | 4,574 | 0 | 4,574 |
Exercise of share options (in shares) | 1,705,147 | |||||||
Restricted share awards and restricted share units issued | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restricted share awards and restricted share units issued (in shares) | 68,000 | |||||||
Share-based compensation | $ 0 | 58,015 | 0 | 0 | 0 | 58,015 | 0 | 58,015 |
Settlement of share incentives with shares held by depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of share incentives with shares held by depositary bank (in shares) | (933,007) | |||||||
Conversion of convertible preference shares into Class A and Class B ordinary shares | $ 2 | 48,973 | 0 | 0 | 0 | 48,975 | 0 | 48,975 |
Conversion of convertible preference shares into Class A and Class B ordinary shares (in shares) | 3,592,415 | |||||||
Ending balance at Dec. 31, 2018 | $ 170 | 1,809,232 | 15,199 | 46 | (2,067,786) | (243,139) | 3,684 | (239,455) |
Ending balance (in shares) at Dec. 31, 2018 | 342,598,768 | |||||||
Comprehensive loss: | ||||||||
Net loss for the year | $ 0 | 0 | 0 | 0 | (1,462,799) | (1,462,799) | 5,077 | (1,457,722) |
Foreign currency translation adjustments | 0 | 0 | 3,119 | 0 | 0 | 3,119 | 111 | 3,230 |
Net change in unrealized gain on available-for-sale investment | 0 | 0 | (12,869) | 0 | 0 | (12,869) | 0 | (12,869) |
Conversion of convertible notes into Class A ordinary shares | $ 23 | 1,080,089 | 0 | 0 | 0 | 1,080,112 | 0 | 1,080,112 |
Conversion of convertible notes into Class A ordinary shares (in shares) | 45,645,884 | |||||||
Equity component of convertible notes | $ 0 | 240,582 | 0 | 0 | 0 | 240,582 | 0 | 240,582 |
Purchase of capped calls related to issuance of convertible notes | 0 | (97,060) | 0 | 0 | 0 | (97,060) | 0 | (97,060) |
Shares issued to depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Shares issued to depositary bank (in shares) | 6,000,000 | |||||||
Exercise of share options | $ 2 | 20,843 | 0 | 0 | 0 | 20,845 | 0 | 20,845 |
Exercise of share options (in shares) | 3,736,976 | |||||||
Restricted share awards and restricted share units issued | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restricted share awards and restricted share units issued (in shares) | 1,983,639 | |||||||
Share-based compensation | $ 0 | 115,675 | 0 | 0 | 0 | 115,675 | 0 | 115,675 |
Settlement of share incentives with shares held by depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of share incentives with shares held by depositary bank (in shares) | (5,720,615) | |||||||
Issuance of Class A ordinary shares, net of issuance costs | $ 35 | 1,517,923 | 0 | 0 | 0 | 1,517,958 | 0 | 1,517,958 |
Issuance of Class A ordinary shares, net of issuance costs (in shares) | 69,000,000 | |||||||
Capital contributed by non-controlling interest | $ 0 | 0 | 0 | 0 | 0 | 0 | 1,356 | 1,356 |
Ending balance at Dec. 31, 2019 | $ 230 | $ 4,687,284 | $ 5,449 | $ 46 | $ (3,530,585) | $ 1,162,424 | $ 10,228 | $ 1,172,652 |
Ending balance (in shares) at Dec. 31, 2019 | 463,244,652 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION [Abstract] | |
ORGANIZATION | 1. ORGANIZATION Sea Limited (the “Company”) is a limited liability company incorporated in the Cayman Islands on May 8, 2009 and conducts its business primarily through its subsidiaries and variable interest entities in markets including Singapore, Thailand, Taiwan, Vietnam, Indonesia, Malaysia and the Philippines. The Company is principally engaged in the digital entertainment, e-commerce and digital financial service businesses in the region. In late 2019, the Company introduced SeaMoney as the new name of its digital financial service business. (a) As of December 31, 2019, significant subsidiaries of the Company and its consolidated variable interest entities (the “VIEs”) where the Company or its wholly-owned subsidiaries is the primary beneficiary (collectively refers to as the “Primary Beneficiary”) include the following entities: Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal activities 2018 2019 Subsidiaries held by the Company: Garena Limited (“Garena Cayman”) March 4, 2015 Cayman Islands 100 100 Investment holding company Shopee Southeast Asia Limited (“Shopee Cayman”) January 16, 2015 Cayman Islands 100 100 Investment holding company SeaMoney (Payment) Limited (“SeaMoney (Payment) Cayman” formerly known as Airpay Limited March 27, 2015 Cayman Islands 100 100 Investment holding company Garena Online Private Limited (“Garena Online”) May 8, 2009 Singapore 100 100 Game operations and software development Garena Ventures Private Limited February 23, 2015 Singapore 100 100 Investment holding company PT. Garena Indonesia December 6, 2012 Indonesia 100 100 Game operations Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal activities 2018 2019 Subsidiary held by Garena Cayman: Garena Online (Thailand) Co., Ltd. <3 August 18, 2011 Thailand 100 100 Game operations Garena Technology Private Limited Taiwan branch July 31, 2017 Taiwan 100 100 Game operations Variable interest entities held by Garena Cayman: Vietnam Esports and Entertainment Joint Stock Company <1 May 10, 2011 Vietnam 30 30 Game operations Subsidiaries held by Shopee Cayman: Shopee (Thailand) Co., Ltd. <3 February 2, 2015 Thailand 100 100 Online platform PT. Shopee International Indonesia August 5, 2015 Indonesia 100 100 Online platform Shopee Singapore Private Limited (“Shopee Singapore”) February 5, 2015 Singapore 100 100 Online platform Shopee Company Limited February 10, 2015 Vietnam 100 100 Online platform Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal 2018 2019 Subsidiary held by Happymall Limited Shopee (Taiwan) Co., Ltd (“Shopee Taiwan”) <4 March 4, 2015 Taiwan – 100 Online platform Subsidiary held by SeaMoney (Payment) Cayman: AirPay (Thailand) Co., Ltd. <3 June 16, 2014 Thailand 100 100 Electronic payment services Variable interest entity held by SeaMoney (Payment) Cayman: Airpay Joint Stock Company (formerly known as Vietnam Esports Development Joint Stock Company) <2 June 9, 2009 Vietnam 30 18 Electronic payment services <1 he “Digital Entertainment VIE” <2 The “Digital Financial Service VIE” <3 ffective ownership in the case of Thailand entities <4 , the VIE Shareholder of Shopee Taiwan transferred its 100% equity interest in Shopee Taiwan to Happymall Limited (b) VIE structure The Company operates in various markets in the region that have certain restrictions on foreign ownership of local companies. In Vietnam, foreign ownership in companies engaging in the online game business shall not exceed 49%, and foreign ownership in companies engaging in e-payment business is restricted unless certain government approvals are obtained. To comply with the foreign ownership restrictions in Vietnam, the Company conducts certain businesses in Vietnam through the VIEs using contractual agreements (the “VIE Agreements”). The following is a summary of the key terms of the VIE Agreements that were signed amongst the Primary Beneficiary and the respective shareholders of the Digital Entertainment VIE and the Digital Financial Services VIE (collectively the “VIE Shareholders”): Loan Agreements In order to ensure that the VIE Shareholders are able to provide capital to each of these VIEs in order to develop its business, the Primary Beneficiary has entered into loan agreements with each VIE Shareholder. Pursuant to the loan agreements, the Primary Beneficiary has granted loans to the VIE Shareholders that may only be used for the purpose of acquiring equity interests in or contributing to the registered capital of these VIEs. The loans may be repaid only by transferring all of the VIE Shareholders’ equity interests in the VIE to the Primary Beneficiary or their respective designee upon exercise of the option under the exclusive option agreement. The loan agreements also prohibit the VIE Shareholders from assigning or transferring to any third party, or from creating or causing any security interest to be created on, any part of their equity interests in these entities. In the event that the respective VIE Shareholders sell their equity interests to the Primary Beneficiary or their respective designee at a price which is equal to or lower than the principal amount of the loan, the loan will be interest-free. If the price is higher than the principal amount of the loans, the excess amount will be deemed to be interest on the loans payable by the VIE Shareholders to the Primary Beneficiary. Exclusive Option Agreements In order to ensure that the Company is able to acquire all of the equity interests in the VIEs at its discretion, the Primary Beneficiary has entered into exclusive option agreements with the respective VIE Shareholders. Each option is exercisable by the Primary Beneficiary at any time, provided that doing so is not prohibited by law. The exercise price under each option is the minimum amount required by law and any proceeds obtained by the respective VIE Shareholders through the transfer of their equity interests in these VIEs shall be used for the repayment of the loan provided in accordance with the loan agreements. During the terms of the exclusive option agreements, the VIE Shareholders will not grant a similar right or transfer any of the equity interests in these VIEs to any party other than the Primary Beneficiary or their respective designee, nor will it pledge, create or permit any security interest or similar encumbrance to be created on any of the equity interests. The VIEs cannot declare any profit distributions or grant loans in any form without the prior consent of the Primary Beneficiary. The VIE Shareholders must remit in full any funds received from the VIEs to the Primary Beneficiary or their respective designee in the event any distributions are made by the VIEs. The exclusive option agreements will remain in effect until the respective VIE Shareholder has transferred such shareholder’s equity interests in the VIEs to the Primary Beneficiary or their respective designee. Powers of Attorney Pursuant to the powers of attorney, each VIE Shareholder has irrevocably appointed the Primary Beneficiary as their attorney-in-fact to act for all matters pertaining to such shareholding in these VIEs and to exercise all of their rights as shareholders, including but not limited to attending shareholders’ meetings and designating and appointing directors, supervisors, the chief executive officer and other senior management members of these entities, and selling, transferring, pledging or disposing the shares of these entities. The Primary Beneficiary may authorize or assign its rights to any other person or entity at its sole discretion without prior notice to or prior consent from the VIE Shareholders of these VIEs. Each power of attorney remains in effect until the VIE Shareholder ceases to hold any equity interest in the respective VIE. Equity Interest Pledge Agreements In order to secure the performance of the VIEs and the VIE Shareholders under the contractual arrangements, each of the VIE Shareholders of the VIEs has pledged all of their shares to the Primary Beneficiary. These pledges secure the contractual obligations and indebtedness of the VIE Shareholders, including all penalties, damages and expenses incurred by the Primary Beneficiary in connection with the contractual arrangements, and all other payments due and payable to the by the respective VIEs under the exclusive business cooperation agreements and by the VIE Shareholders under the loan agreements, exclusive option agreements, and powers of attorney. Should the VIEs or their respective VIE Shareholders breach or default under any of the contractual arrangements, the Primary Beneficiary has the right to require the transfer of the respective VIE Shareholders’ pledged equity interests in the VIEs to the Primary Beneficiary or their respective designee, to the extent permitted by laws, or require an auction or sale of the pledged equity interests and has priority in any proceeds from the auction or sale of such pledged interests. Moreover, the Primary Beneficiary has the right to collect any and all dividends in respect of the pledged equity interests during the term of the pledge. Unless the respective VIEs have fully performed all of their obligations in accordance with the exclusive business cooperation agreements and the pledged equity interests have been fully transferred to the Primary Beneficiary or their respective designee in accordance with the exclusive option agreements and the loan agreements, the equity interest pledge agreements will continue to remain in effect. Spousal Consent Letters Under the spousal consent letters, each spouse of the married VIE Shareholders of the VIEs unconditionally and irrevocably agreed that the equity interest in the respective VIE held by and registered in the name of their spouse will be disposed of pursuant to the contractual arrangements. Each spouse agreed not to assert any rights over the equity interest in these VIEs held by their spouse. In addition, in the event that the spouses obtain any equity interest in these VIEs held by their spouse for any reason, they agreed to be bound by the contractual arrangements. Exclusive Business Cooperation Agreements In order to ensure that the Company receive the economic benefits of the VIEs, the Company’s wholly-owned subsidiaries, has entered into exclusive business cooperation agreements with these VIEs under which has the exclusive right to provide or to designate any third party to provide, among other things, technical support, consulting services, intellectual property licenses and other services to these VIEs, and these VIEs agree to accept all services provided by or their respective designee. Without ’s prior written consent, the VIEs are prohibited from directly or indirectly engaging any third party to provide the same or any similar services under these agreements or establishing similar cooperative relationships with any third party regarding the matters contemplated by these agreements. In addition, shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of the exclusive business cooperation agreements. The VIEs agree to pay a monthly fee to at an amount determined at ’s sole discretion after taking into account factors including the nature of the contract or services, the title of and time consumed by its employees or third party service providers designated by providing the services, the content and value of services provided and the market price of the similar type of contracts or services. The exclusive business cooperation agreements will remain effective unless terminated in accordance with their provisions or terminated in writing by . Unless otherwise required by applicable laws, these VIEs do not have any right to terminate the exclusive business cooperation agreements in any event. The total fee billed for the years ended December 31, 2017, 2018 and 2019 were $62,477, $74,875 and $90,510, respectively. Financial Support Confirmation Letters In order to ensure that the VIEs have sufficient cash flow to fund their daily operations and/or to set off any losses incurred in such operations, the Primary Beneficiary has entered into financial support confirmation letters with each of these VIEs. Under the financial support confirmation letters, the Primary Beneficiary pledges to provide continuous financial support to these VIEs by itself or their respective designee and agreed to forego its right to seek repayment in the event these entities are unable to repay such financial support or the Primary Beneficiary becomes liable for the liabilities of these VIEs. These VIEs agree to accept such financial support and pledge to only use such support to develop their respective businesses. To the extent permitted by law, the financial support the Primary Beneficiary provides to these VIEs may take the form of loans, borrowings or guarantees. Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Primary Beneficiary and their respective VIEs, through the irrevocable power of attorney agreements, whereby the VIE Shareholders effectively assigned all of the voting rights underlying their equity interest in the respective VIEs to the Primary Beneficiary. Furthermore, pursuant to the loan agreements, exclusive option agreements and equity interest pledge agreements, the Primary Beneficiary obtained effective control over the respective VIEs, through the ability to exercise all the rights of the VIE Shareholders and therefore the power to govern the activities that most significantly impact the economic performance of the VIEs. The Primary Beneficiary demonstrates its ability and intention to continue to absorb substantially all the expected losses through the financial support confirmation letters. The Primary Beneficiary also demonstrates its ability to receive substantially all of the economic benefits of the VIEs via through the exclusive business cooperation agreements. Thus, each of the Primary Beneficiary is the primary beneficiary of the respective VIEs and consolidates these VIEs and their subsidiaries under SEC Regulation SX-3A-02 and ASC 810-10, Consolidation: Overall. In the opinion of the Company’s management and local counsel as to Vietnam laws, ● t he ownership structures of our material VIEs in Vietnam, currently in effect, do not and will not result in any violation of the laws or regulations currently in effect in Vietnam; and ● t he contractual arrangements among the Company, the VIEs and/or the VIE shareholders governed by the laws of Vietnam, currently in effect, are valid, binding and enforceable, and do not result in any violation of such laws or regulations currently in effect. Financial Support Confirmation Letters (continued) However, there are substantial uncertainties regarding the interpretation and application of current and future Vietnam laws and regulations. Accordingly, the Company cannot be assured that the Vietnam regulatory authorities will not ultimately take a contrary view to its opinion. If the current ownership structure of the Company and its contractual arrangements with the VIEs are found to be in violation of any existing or future Vietnam laws and regulations, the Company may be required to restructure its ownership structure and operations in Vietnam to comply with the changing and new Vietnam laws and regulations. To the extent that changes and new Vietnam laws and regulations prohibit the Company’s VIE arrangements from complying with the principles of consolidation, the Company would have to deconsolidate the financial position and results of operations of its VIEs. In the opinion of management, the likelihood of loss in respect of the Company’s current ownership structure or the contractual arrangements with the VIEs is remote based on current facts and circumstances. (c) VIE disclosures The aggregate carrying amounts of the total assets and total liabilities of the VIEs as of December 31, 2019 were $598,727 and $714,034, respectively (2018: $479,255 and $789,694). There were no pledges or collateralization of the VIEs’ assets. Creditors of the VIEs have no recourse to the general credit of the primary beneficiaries of the VIEs, and such amounts have been parenthetically presented on the face of the consolidated balance sheets. The VIEs hold certain assets, including land, data servers and related equipment for use in their operations. The VIEs do not own any facilities except for the rental of certain office premises and data centers from third parties under operating lease arrangements. They also hold certain value-added technology licenses, registered copyrights, trademarks and registered domain names, including the official website, which are also considered as revenue-producing assets. However, none of such assets was recorded on the Company’s consolidated balance sheets as such assets were all acquired or internally developed with insignificant cost and expensed as incurred. In addition, the Company also hires a sales and marketing as well as a research and development workforce for its daily operations and such costs are expensed when incurred. The Company has not provided any financial or other support that it was not previously contractually required to provide to the VIEs during the periods presented. The following tables represent the financial information of the VIEs as of December 31, 2018 and 2019 and for the years ended December 31, 2017, 2018 and 2019 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group: As of December 31, 2018 $ 2019 $ ASSETS: Current assets: Cash and cash equivalents 144,155 111,831 Restricted cash 111,433 237,874 Accounts receivable, net 5,635 8,672 Prepaid expenses and other assets 74,954 25,586 Inventories, net 8,635 6,517 Short-term investments 690 30,324 Amounts due from intercompanies (1) 40,209 34,718 Total current assets 385,711 455,522 Non-current assets: Property and equipment, net 29,404 54,092 Operating lease right-of-use assets, net – 27,637 Intangible assets, net 438 300 Long-term investments 12,131 13,961 Prepaid expenses and other assets 17,869 14,312 Restricted cash 100 – Deferred tax assets 33,602 32,903 Total non-current assets 93,544 143,205 TOTAL ASSETS (2) 479,255 598,727 As of December 31, 2018 $ 2019 $ LIABILITIES: Current liabilities: Accounts payable 5,095 11,274 Accrued expenses and other payables 236,883 93,146 Advances from customers 4,832 6,116 Amount due to related parties 1,297 1,569 Short-term borrowings 856 1,258 Operating lease liabilities – 8,797 Deferred revenue 119,219 133,362 Income taxes payable 1,785 5,850 Amount due to intercompanies (1) 83,927 367,537 Total current liabilities 453,894 628,909 Non-current liabilities: Accrued expenses and other payables 1,630 1,357 Long-term borrowings 1,026 358 Operating lease liabilities - 20,129 Deferred revenue 72,439 49,325 Amount due to intercompanies (1) 258,183 12,980 Unrecognized tax benefits 2,522 976 Total non-current liabilities 335,800 85,125 Total liabilities 789,694 714,034 For the Years Ended December 31, 2017 $ 2018 $ 2019 $ Revenue - Third party customers 201,413 342,800 443,401 - Intercompanies 27,038 52,325 118,833 Net loss (91,124 ) (67,816 ) (2,108 ) For the Years Ended December 31, 2017 $ 2018 $ 2019 $ Net cash (used in) generated from operating activities (42,446 ) 67,275 (77,708 ) Net cash used in investing activities (22,509 ) (27,434 ) (69,181 ) Net cash generated from financing activities 149,435 97,398 199,406 (1) (2) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of preparation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). (b) Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIEs for which the Company or a subsidiary of the Company is the primary beneficiary. All significant inter-company transactions and balances between the Company, its subsidiaries and the VIEs are eliminated upon consolidation. (c) Use of The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, revenue recognition, estimating the useful lives and impairment assessment of long-lived assets and goodwill, accounting for and impairment assessment of investments, impairment assessment of accounts receivable and other receivables, accounting for deferred income taxes, accounting for share-based compensation arrangements and accounting for the Company’s financial instruments where the Company is the issuer. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. (d) Foreign currency The functional currency of the Company is the United States dollar (“$” or “USD”), whereas the functional currency of the Company’s subsidiaries and its VIEs are the respective local currencies as determined based on the criteria of ASC 830, Foreign Currency Matters Assets and liabilities of the Company’s subsidiaries and its VIEs that has functional currencies other than USD are translated into USD at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. The resulting translation adjustments are recorded in other comprehensive loss, a component of shareholders’ equity. Exchange differences arising on monetary items that form part of the Company’s net investment in foreign operations are recognized initially in other comprehensive loss and accumulated under accumulated other comprehensive loss in equity. The other comprehensive gain or loss arising from exchange differences is reclassified from equity to profit or loss of the Company on disposal of the foreign operation. (e) Cash and cash equivalents The Company considers cash equivalents to be short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase. Cash and cash equivalents consist of cash on hand, demand deposits and money market funds placed with banks and other financial institutions which are unrestricted as to withdrawal and use. (f) Restricted cash Restricted cash comprise deposits pledged with banks as security in relation to utilization of the banks’ payment gateway and corporate cards, performance guarantees, monies received held in escrow in connection with the Company’s e-commerce business and advances received from customers in connection with the Company’s digital financial services business that are restricted and not available for the Company’s use. (g) Accounts receivable and allowance for doubtful accounts Accounts receivable are carried at net realizable value. An allowance for doubtful accounts is recorded in the period when loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. An account receivable is written off after all collection effort has ceased. (h) Inventories Inventories which comprise mainly of (i) merchandise products sold through the Company’s e-commerce business platform and (ii) prepaid telecommunication cards sold through the Company’s digital financial service platform are valued at the lower of cost and net realizable value. Costs incurred in bringing each product to its present location and condition are accounted at purchase cost on first-in-first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. (i) Property and equipment Property and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: - Computers 3 to 4 years - Office equipment 3 years - Furniture and fittings 3 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Motor vehicles 6 to 10 years - Warehouse equipment 5 to years - Land use right 20 years - Building 15 years The useful lives and methods of depreciation of property and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Repair and maintenance costs are charged to expense as incurred, whereas the costs of betterments that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sale and disposals of assets are recorded by removing the cost and accumulated depreciation with any resulting gain or loss reflected in the consolidated statements of operations. Property and equipment that are purchased or constructed which require a period of time before the property and equipment are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these property and equipment are ready for their intended use. (j) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiary and consolidated VIEs. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company applies a one-step quantitative test and record the amount of goodwill impairment as the excess of a goodwill allocated to the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. No impairment of goodwill was recorded in the years ended December 31, 2018 and 2019. (k) Intangible assets Intangible assets are carried at cost less accumulated amortization and any recorded impairment. All costs that are incurred in connection with the planning and implementation phases of the development of software for internal use are expensed. Costs incurred in the development phase are capitalized and amortized over the estimated useful life. No costs were capitalized for any of the periods presented. Costs incurred internally in researching and developing a software product to be sold, leased or marketed are charged to expense as research and development costs prior to technological feasibility being established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Technological feasibility is established upon completion of all the activities that are necessary to substantiate that the software product can be produced in accordance with its design specifications, including functions, features, and technical performance requirements. No costs were capitalized for any of periods presented. Intangible assets with finite useful lives are amortized using the straight-line method over the estimated economic lives of the intangible assets as follows: - Licensing fee Over the shorter of licensing period or the estimated useful lives of the intangible assets - Trademarks 10 years - IP right 1 to 6 years - Software 3 to 6 years - Customer relationships 3 years - Software platforms 3 years The useful lives and methods of amortization of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate. Software, customer relationships and software platforms are included in ‘Others’ in the Note 9 to the consolidated financial statements. (l) Investments The Company’s investments consist of available-for-sale investments, equity security investments and equity method investments. In accordance with ASC 320, Investments - Debt Securities In accordance with ASC 321, Investments – Equity Securities Investments in equity investees represent investments in (a) entities in which the Company can exercise significant influence but does not own a majority equity interest or control and (b) limited partnership in which the Company holds a five percent or greater interest. Such investments are accounted for using the equity method of accounting in accordance with ASC 323-10, Investments - Equity Method and Joint Ventures: Overall The Company discontinues applying equity method if an investment (and additional financial supports to the investee, if any) has been reduced to zero. When the Company has other investments in the investee that have liquidation preferences more senior than the ordinary shares and the equity-method investment in the ordinary shares is reduced to zero, the Company continues to report its share of equity losses in the consolidated statement of operations, to the extent of and as an adjustment to the adjusted basis of the other investments in the investee. The order in which the equity losses are applied to the other investments follows the seniority of the other investments in the same investee. (m) Impairment of long-lived assets The Company evaluates its long-lived assets or asset groups, including intangible assets with finite lives, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a company of long-lived assets may not be recoverable. When these events occur, the Company evaluates for impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the forecasted undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available for the long-lived assets. (n) Fair value of financial instruments The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, restricted cash (current), accounts receivable, other receivables (current) within prepaid expenses and other current assets, accounts payable, accrued expenses and other payables (current except taxes, payroll and welfare payable), short term borrowings and balances with related parties, approximate their fair values because of the short maturity of these instruments. The carrying amounts of restricted cash (non-current) and long term borrowings approximate their fair value since they bear interest rates which approximate market interest rates. Available-for-sale investments are initially recognized at acquisition cost and subsequently remeasured at the end of each reporting period with the change in fair value recognized in accumulated other comprehensive income (loss). Convertible notes consist of 2017 Convertible Notes, 2018 Convertible Notes and 2019 Convertible Notes as defined in Note 13 of the consolidated financial statements. The 2017 Convertible Notes are initially recognized at cost and subsequently remeasured at the end of each reporting period with the change in fair value recognized in the current period earnings. For the 2018 and 2019 Convertible Notes, the liability component of the convertible notes was initially measured at fair value and subsequently amortized to its redemption amount using the effective interest rate method. The Company, with the assistance of an independent third party valuation firm, determined the estimated fair value of its non-current available-for-sale investments and convertible notes that are recognized in the consolidated financial statements. (o) Revenue recognition Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to for those goods or services. Revenue is measured based on the amount of consideration that the Company expects to receive reduced by discounts, incentives and rebates. Revenue also excludes any amounts collected on behalf of third parties, including sales taxes and indirect taxes. The Company evaluates revenue from services and sales of goods to determine if it controls such services and goods to be the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The key indicators that the Company evaluates in determining gross versus net treatment include, but are not limited to, (i) which party is primarily responsible for fulfilling the promise to provide the specified good or service; (ii) which party bears inventory risks before the specified good or service has been transferred to a customer; and (iii) which party has discretion in establishing the price for the specified good or service. (i) Digital entertainment revenue The Company distributes online games, including self-developed games and licensed games from game developers, through its PC and mobile based applications and certain app stores. The Company offers many ways for users to purchase in-game virtual items, including the SeaMoney the gross proceeds collected from these channels revenue to be recognized by the Company and the amounts retained by these channels based on a predetermined percentage represent cost of revenue to be recognized by the Company. Proceeds from these sales are initially recognized as “Advances from customers” and subsequently reclassified to “Deferred revenue” when the users make in-game purchases of the virtual currencies or virtual items within the games operated by the Company and the in-game purchases are no longer refundable. Deferred revenue recognized as revenue during the respective years ended December 31, 2018 and December 31, 2019 was $246,278 and $450,394. For the licensed games, the Company records revenue inclusive of the royalties payable to game developers, which are based on revenue-sharing ratios, as it controls the service of providing the games to the users, and is primarily responsible to the customers and has latitude in establishing the pricing of the virtual items. Revenue is recognized over the performance obligation period. For purposes of determining the performance obligation period, the Company has determined that an implied obligation exists to the paying users to continue providing access to the purchased virtual goods within the online games over an estimated delivery obligation period. Such delivery obligation period is determined in accordance with the estimated average lifespan of the virtual goods sold, estimated average lifespan of the paying users or the estimated game licensing periods of the said games or similar games. a) Item-based revenue model Virtual items have different lifespan patterns: time-based, consumable and durable. Time-based virtual items are items with a stated expiration time, for which revenue is recognized ratably over the period based on the time unit of the virtual items. Consumable virtual items are items that can be consumed by a specific user action and have limitations on repeated use. Revenue attributable to consumable virtual items is recognized upon consumption. Durable virtual items are items that provide the user with continuing benefits over an extended period of time. Revenue attributable to durable virtual items is recognized ratably over their average lifespan, which are estimated based on the historical users’ usage pattern and playing behaviors for the virtual items. The Company assesses the estimated average lifespan of the durable virtual items on a quarterly basis. b) User-based revenue model The Company tracks paying users’ activeness within each game where the user-based revenue model is used to estimate paying users’ average lifespan. Paying users are defined as inactive when they have reached a period of inactivity for which it is reasonable to believe that these users will not return to a specific game. The Company determines the inactive rate of these paying users and revises the estimated average paying users lifespan on a quarterly basis. c) Game-based revenue model Revenue is recognized ratably over the estimated game licensing periods if there is no better estimation alternatives. The Company believes the current revenue models provide reasonable depiction of the service transferred patterns to the customers and they represent the best estimation of the time period the customers are likely to play the respective games. Determining the estimated service period is subjective and requires management’s judgment. Future users’ usage patterns and playing behavior may change and differ from the historical usage patterns and playing behaviour and therefore the estimated service period may change accordingly in the future. (ii) E-commerce The Company’s e-commerce business (“Shopee”) charges its sellers on its marketplace a fixed rate commission fee based on gross merchandise value in selected markets. Fees are charged when the transactions are completed and settled. Such commission fees charged is recognized on a net basis. The Company also provides logistic services to end customers. Revenue from logistic services are recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. Shopee operates a customer loyalty program, where end users who purchase merchandises and participate in activities through Shopee’s platform are given Shopee coins which entitle them to offset future purchases, participate in activities and redeem vouchers through Shopee’s platform. A portion of the revenue attributable to Shopee coins is deferred until they are redeemed, used or expired. The Company charges its sellers advertising fees through its paid ads service on Shopee platform. The paid ads service allows the sellers to bid for keywords that match their product or service listing appearing in search or browser results on Shopee marketplace. Their product or service listing will show higher in search rankings when users search for their bid keywords. Sellers prepay for paid ads services and the advertising income is recognized based on the number of clicks on the product or service listings during the service period. (iii) Digital financial services The Company earns commission from merchants when transactions are completed and settled through its digital financial services platform. Such commission are generally determined as a percentage based on the value of the merchandise being sold by the merchants. Commission is recognized in the consolidated statements of operations at the time when the underlying transaction is completed. (iv) Rendering of services The Company also recognizes revenue from other services when the services are rendered. (v) Sales of goods The Company recognizes revenue from sales of goods at the point in time that the customer obtains control of the goods, which generally occurs upon delivery to the customer. (p) Cost of revenue Cost of revenue consists primarily of purchase price of inventories, depreciation expenses, amortization expenses, channel costs, royalty expenses, hosting charges, payroll related costs, bank transaction fees, cost of logistics and the other overhead expenses. (q) Advertising expenditure Advertising expenditure are expensed as incurred and are included in sales and marketing expenses. As part of the advertising expenditure, sales incentives given to end users as a result of a concurrent sale are recognized as reductions of the corresponding consideration that the Company expects to receive. To the extent the sales incentives exceed the corresponding consideration that the Company expects to receive, the excess will be recorded in sales and marketing expenses. (r) Research and development expenses Research and development expenses consist primarily of payroll and related personnel costs related to product development. Research and development expenses are expensed as incurred. (s) Leases On January 1, 2019, the Company adopted Topic 842 Leases using the modified retrospective approach and elected the package of practical expedients permitted under the transition guidance, which among other things, allowed the Company to carry forward the existing lease classification. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and the Company recognized lease expense for these leases on a straight-line basis over the lease term. The adoption of this new standard resulted in the recognition of operating lease right-of-use assets, operating lease liabilities (current) and operating lease liabilities (non-current) in the consolidated balance sheets without revising comparative information or disclosure, and has no impact to the consolidated statements of operations and cash flows. Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date. Finance lease assets are included in property and equipment, net, and finance lease liabilities are included in accrued expenses and other payables, current and non-current. All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements contain rent holidays and escalating rent are considered when determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease incentives. (t) Income taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies ASC 740, Accounting for Income Taxes The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of “income tax” in the consolidated statements of operations. (u) Share-based compensation All share-based compensation, including share options, restricted share awards, restricted share units and share appreciation rights under share incentive plan are accounted for under ASC 718, Compensation - Stock Compensation Forfeitures are accounted for as they occur. The Company, with the assistance of an independent third party valuation firm, determined the estimated fair value of the share options using the Black-Scholes pricing model (Note 14). (v) Loss per share In accordance with ASC 260, Earnings per Share Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the convertible notes using the if-converted method and ordinary shares, including partially paid shares, issuable upon the exercise of the share options, using the treasury stock method, when the impact is dilutive. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. (w) Comprehensive loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive loss of the Company includes foreign currency translation adjustments related to the Company’s overseas subsidiaries and change in fair value of available-for-sale investments. (x) Segment reporting The Company identifies a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. The Company has three operating and reportable segments: digital entertainment, e-commerce and digital financial services. Accordingly, the financial statements include segment information which reflects the current composition of the reportable segments in accordance with ASC 280, Segment Reporting (y) Employee benefits (i) Defined contribution plan The Company participates in the national pension schemes as defined by the laws of the jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed. (ii) Employee leave entitlement Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly before twelve months after the end of the reporting period is recognized for services rendered by employees up to the end of the reporting period. (z) Share repurchase When the Company decides to cancel shares that are repurchased, the difference between the original issuance price and the repurchase price is debited into accumulated deficit. (za) Recent accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses Subsequently in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , Topic 815, Derivatives and Hedging , and Topic 825, Financial Instruments (“ASU 2019-04”), which clarifies certain aspects of accounting for credit losses, hedging activities, and financial instruments. This ASU allows the entity to measure the allowance for credit losses on accrued interest receivable balances separately from other components of the amortized cost basis of associated financial assets, and make an accounting policy election for allowance for/written off credit losses on accrued interest receivables and related disclosure. In addition, it also indicates that the measurement alternative in ASC 321 for equity securities without readily determinable fair values represents a nonrecurring fair value measurement under ASC 820, Fair Value Measurements and Disclosures ; therefore, such securities should be remeasured at fair value when an entity identifies an orderly transaction “for an identical or similar investment of the same issuer,” and applicable ASC 820 disclosures are required. The amendments also clarify such equity securities should be remeasured at historical exchange rates and the historical exchange rate used should be that at the later of the acquisition date or the most recent fair value measurement date. The Company will adopt ASU 2016-13 and ASU 2019-04 in its first quarter of 2020. The Company does not expect the adoption of ASU 2016-13 and ASU 2019-04 to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 |
CONCENTRATION OF RISKS
CONCENTRATION OF RISKS | 12 Months Ended |
Dec. 31, 2019 | |
CONCENTRATION OF RISKS [Abstract] | |
CONCENTRATION OF RISKS | 3. CONCENTRATION OF RISKS (a) Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, other receivables, available-for-sale investments, and amounts due from related parties. As of December 31, 2018 and 2019, substantially all of the Company’s cash and cash equivalents were held at major financial institutions in the respective locations of our region. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. (b) Business, supplier, customer and economic risk The Company participates in a relatively dynamic and competitive industries that are heavily reliant on operational excellence. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, result of operations or cash flows: (i) Business risk - The Company derives a significant portion of its net revenues from its digital entertainment and e-commerce operations. If competitors introduce new online games or new marketplace (ii) Supplier risk - The Company’s digital entertainment operations are dependent upon online games licensed from game developers. The term of the game license agreements with the game developers varies and is renewable upon both parties’ consent. There is no assurance that the Company will be able to renew these game licenses. There is also no assurance that the Company will be able to source for new popular games. Even if new popular games were successfully sourced, there is no assurance that the Company will be able to enter into commercially acceptable terms. The top five licensed games contributed 76.6%, 78.0% and 51.8% of digital entertainment revenue of the Company for the years ended December 31, 2017, 2018 and 2019, respectively. (iii) Customer risk - No individual customer accounted for more than 10% of net revenues for the three years ended December 31, 2017, 2018 and 2019. (iv) Political, economic and social uncertainties - The Company’s businesses could be adversely affected by the varying political, economic and social uncertainties in the diverse markets that it operates in. In addition, there is no assurance that the Company is able to operate seamlessly across the borders as a single market. (v) Regulatory restrictions - Certain laws, rules and regulations currently prohibit foreign ownership of companies in markets like Vietnam, one of the Company’s significant markets. As a result, the Company consolidates these entities through the use of VIE agreements. (c) Currency convertibility risk A large majority of the Company’s revenue and expenses are denominated in Indonesian rupiah, New Taiwan dollars, Vietnamese dong and Thai baht. If there are foreign currency requirements, the Company may need to convert a portion of its net revenues into other currencies to meet its foreign currency obligations, including, among others, payment of dividends declared. Currently, in Taiwan, a single remittance by a company for an amount over $1 million or remittances by a company whose annual aggregate amount exceeds $50 million may not be processed without the approval of the Central Bank of the Republic of China (Taiwan). In Vietnam, exchanging Vietnamese Dong into foreign currency must be conducted at a licensed credit institution such as a licensed commercial bank. Conversion of Thai Baht to another currency is subject to regulations promulgated by the Ministry of Finance and Bank of Thailand. (d) Foreign currency risk The Company operates in multiple jurisdictions, which exposes it to the effects of fluctuations in currency exchange rates. The Company earns revenue denominated in Indonesian Rupiah, New Taiwan Dollar, Vietnamese Dong, Thai Baht, Philippine Pesos, Malaysian Ringgit, Singapore Dollars, Brazilian Real, Mexican Peso and U.S. Dollars, among other currencies. Whereas it generally pays license fees to game developers in U.S. Dollars and incur expenses for employee compensation and other operating expenses in the local currencies in the jurisdictions in which it operates. Fluctuations in the exchange rates between the various currencies that the Company uses could result in expenses being higher and revenue being lower than would be the case if exchange rates were stable. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill [Abstract] | |
GOODWILL | 4. GOODWILL In July 2017, the Company completed acquisition of certain subsidiaries for an aggregate consideration of $ . The excess of the purchase consideration against the estimated fair value of the net assets acquired was recorded as goodwill. The goodwill, which is not tax deductible, is primarily attributable to synergies expected to be achieved from the acquisition. The Company further acquired the remaining equity interest of these subsidiaries in 2017 and 2018. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 5. ACCOUNTS RECEIVABLE, NET Accounts receivable and allowance for doubtful accounts consist of the following: December 31, 2018 $ 2019 $ Accounts receivable 100,182 191,118 Allowance for doubtful accounts (2,400 ) (4,083 ) 97,782 187,035 As of December 31, 2018 and 2019, all accounts receivable were due from third party customers. An analysis of the allowance for doubtful accounts is as follows: For the year ended December 31, 2017 $ 2018 $ 2019 $ Balance at the beginning of the year 195 1,830 2,400 Charged to expenses 1,867 2,205 4,687 Reversal (245 ) (47 ) (1,431 ) Write-off of accounts receivable (26 ) (1,588 ) (1,537 ) Exchange differences 39 – (36 ) Balance at the end of the year 1,830 2,400 4,083 Additions to the Company’s allowance for doubtful accounts were recorded within general and administrative expenses for each of the three years ended December 31, 2017, 2018 and 2019. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
PREPAID EXPENSES AND OTHER ASSETS [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | 6. PREPAID EXPENSES AND OTHER ASSETS December 31, 2018 $ 2019 $ Current: Deferred channel costs 71,707 232,384 Employee loans and advances 2,394 2,175 Other receivables 171,459 211,244 Prepaid cost of revenue, sales and marketing expense and others 23,669 41,311 Security deposits 2,144 1,902 Tax receivable 41,014 46,171 312,387 535,187 Non-current: Deferred channel costs 29,956 29,162 Other receivables 7,852 4,849 Prepaid licensing fee 56 5 Prepayment for purchase of property and equipment (including renovation-in-progress) 11,857 8,006 Security deposits 19,344 22,476 Others – 1,186 69,065 65,684 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 7. PROPERTY AND EQUIPMENT, NET December 31, 2018 $ 2019 $ Computers 208,435 339,221 Office equipment, furniture and fittings 15,451 24,883 Leasehold improvements 63,781 129,298 Motor vehicles 5,074 14,624 Warehouse equipment – 3,464 Land use right – 20,598 Building – 814 292,741 532,902 Less: accumulated depreciation (100,384 ) (214,282 ) 192,357 318,620 Depreciation expenses recognized for each of the three years ended December 31, 2017, 2018 and 2019 were $23,353, $54,902 and $116,783, respectively, and were included in the following captions: For the year ended December 31, 2017 $ 2018 $ 2019 $ Cost of revenue 12,407 31,203 80,245 Sales and marketing expenses 1,198 3,712 3,200 General and administrative expenses 9,248 19,009 31,282 Research and development expenses 500 978 2,056 23,353 54,902 116,783 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
LEASES [Abstract] | |
LEASES | 8. LEASES The Company has entered into commercial operating and finance leases for the use of computers, offices and warehouses as lessee. These leases have original terms not exceeding 10 years. These leases have varying terms, escalation clauses and renewal rights. The carrying amount of equipment recorded under finance leases included in “Property and equipment, net,” were nil Information pertaining to lease amounts recognized in our consolidated financial statements is summarized as follows: For the year ended December 31, 2019 Operating lease cost: _ $ _ Operating lease cost 51,403 Short-term lease cost 4,669 56,072 Finance lease cost: Amortization of lease assets 1,168 Interest on lease liabilities 532 1,700 Total lease cost 57,772 Supplemental cash flow information Operating cash flows from operating leases 41,237 Right-of-use obtained in exchange for new operating lease liabilities 99,129 Right-of-use obtained in exchange for new finance lease liabilities 8,558 Weighted-average remaining lease term (years) Operating leases 4.43 Finance leases 3.42 As of December 31, 2019, the weighted-average discount rate for operating and finance leases were 9.17% and 12.10% respectively. Operating leases Finance leases As of December 31, 2019: _ $ _ _ $ _ Maturities of lease liabilities 2020 59,410 2,719 2021 58,378 2,545 2022 52,128 2,545 2023 44,222 1,060 2024 14,096 – After 2024 18,096 – Total lease payments 246,330 8,869 Less: Imputed interest (46,010 ) (1,607 ) Present value of lease liabilities 200,320 7,262 As of December 31, 2019, the Company has additional operating leases, primarily for offices, that have not yet commenced of $12,968. These operating leases will commence between January 2020 and January 2021 with lease terms of 1 year to 5 years. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2019 | |
INTANGIBLE ASSETS, NET [Abstract] | |
INTANGIBLE ASSETS, NET | 9. INTANGIBLE ASSETS, NET The following table presents the Company’s intangible assets as of the respective balance sheet dates: Licensing fee $ IP right $ Trademarks $ Others $ Total $ Balance at January 1, 2018 16,312 9,248 10,145 1,628 37,333 Additions 3,221 406 – 1,618 5,245 Amortization expense (17,573 ) (4,348 ) (1,068 ) (837 ) (23,826 ) Impairment (112 ) (5,054 ) – – (5,166 ) Disposal – – – (245 ) (245 ) Exchange differences (280 ) (128 ) – (46 ) (454 ) Balance at January 1, 2019 1,568 124 9,077 2,118 12,887 Additions 6,045 – – 838 6,883 Amortization expense (2,653 ) (124 ) (1,068 ) (1,004 ) (4,849 ) Written-off – – – (2 ) (2 ) Exchange differences 85 – – 16 101 Balance at December 31, 2019 5,045 – 8,009 1,966 15,020 The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as follows: Licensing fee $ IP right $ Trademarks $ Others $ Total $ 2020 2,838 – 1,068 904 4,810 2021 1,314 – 1,068 609 2,991 2022 440 – 1,068 382 1,890 2023 258 – 1,068 71 1,397 2024 195 – 1,068 – 1,263 Thereafter – – 2,669 – 2,669 5,045 – 8,009 1,966 15,020 During the year ended December 31, 2019, amortization method of certain licensing fee has been revised to accelerated method to better reflect its estimated consumption pattern. During the years ended December 31, 2017, 2018 and 2019, the Company determined that the carrying amount related to an intellectual property right (“IP right”) was not recoverable due to changes in market environment and therefore, recorded an impairment loss of nil nil |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2019 | |
INVESTMENTS [Abstract] | |
INVESTMENTS | 10. INVESTMENTS The Company’s short-term investments comprise time deposits placed with financial institutions with maturity of more than months and available-for-sale investment. The carrying amount of the Company’s short-term deposits was and available-for-sale investment nil The Company’s long-term investments comprise of the following: Time deposits The Company has time deposits placed with financial institutions with maturity of more than months. The carrying amount of the Company’s long-time deposits was nil and as of December and respectively. Available-for-sale investments The carrying amount of Company’s long-term available-for-sale investments was $70,374 and $56,418 as of December 31, 2018 and 2019, respectively. An impairment loss of $1,147, $144 and $1,087 had been recognized during the years ended December 31, 2017, 2018 and 2019, respectively. The net unrealized fair value gain of nil net unrealized fair value loss of Equity securities The carrying amount of the Company’s equity security investments was $14,339 and $21,665 as of December 31, 2018 and 2019, respectively. An impairment loss of nil , $ and nil Investment in equity investees Set out below are movement of equity investments during the years ended December 31, 2017, 2018 and 2019. -- $ Balance at January 1, 2017 25,833 Additions 4,101 Share of results (1,912) Share of other comprehensive income 303 Less: disposals and transfers (17,198) Less: transfer upon acquisition of controlling interest in an associated company (2,387) Balance at December 31, 2017 8,740 Additions 24,872 Share of results (3,066) Share of other comprehensive loss (1,097) Distribution from investment (578) Impairment (2,562) Balance at December 31, 2018 26,309 Additions 13,787 Share of results (3,239) Share of other comprehensive loss (315) Distribution from investment (453) Disposal (523) Impairment (68) Balance at December 31, 2019 35,498 In August 2017, the Company disposed its entire 45.18% equity interests in one of the equity investees in exchange for the Company’s 1,173,520 voting ordinary shares and 1,604,260 non-voting ordinary shares before the share conversion exercise as further disclosed in Note 15 to the consolidated financial statements. All the repurchased shares were cancelled subsequently. The difference between the fair value of the repurchased shares and the carrying amount of the equity method investment, which amounted to $23,857 was recognized as an investment gain in the consolidated statements of operations. |
ACCRUED EXPENSES AND OTHER PAYA
ACCRUED EXPENSES AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2019 | |
ACCRUED EXPENSES AND OTHER PAYABLES [Abstract] | |
ACCRUED EXPENSES AND OTHER PAYABLES | 11. ACCRUED EXPENSES AND OTHER PAYABLES The components of accrued expenses and other payables are as follows: December 31, 2018 $ 2019 $ Current: Accrued cost of revenue and sales and marketing expenses 122,679 242,268 Accrued interest for convertible notes – 1,374 Accrued office-related operating expenses 15,134 2,745 Business and other taxes payables 8,687 19,345 Other payables 76,542 92,590 Escrow payables 333,768 513,864 Payroll and welfare payable 36,592 65,969 Payable for property and equipment 28,246 18,020 Others 15,232 22,677 Finance lease liability – 1,953 636,880 980,805 Non-current: Others 7,894 20,493 Finance lease liability – 5,309 7,894 25,802 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2019 | |
BORROWINGS [Abstract] | |
BORROWINGS | 12. BORROWINGS December 31, 2018 $ 2019 $ Current 856 1,258 Non-current 1,026 358 1,882 1,616 The loans are unsecured and bears the following interest rate and repayment term: 2018 2019 Interest rate (%) per annum 9.00 to 12.29 8.00 to 12.69 Repayment date From October 2020 August 2021 From October 2020 August 2021 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2019 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | 13. CONVERTIBLE NOTES December 31, 2018 $ 2019 $ Current: 2017 Convertible Notes – 29,481 – 29,481 Non-current: 2017 Convertible Notes 636,716 – 2018 Convertible Notes 425,080 453,215 2019 Convertible Notes – 903,117 1,061,796 1,356,332 (a) 2017 Convertible Notes During the year ended December 31, 2017, the Company issued the convertible promissory notes (the “2017 Convertible Notes”), in the aggregate principal amount of $ to new investors and an existing shareholder, at an interest rate of per annum, compounded annually on the unconverted and unpaid principal amount until the first to occur of (i) the maturity date, subject to further extension at investors’ election, (ii) the last day of the lockup period related to the IPO, (iii) the date of any conversion of the convertible promissory note in full, and (iv) the date of any other repayment or redemption of the convertible promissory note in full. The 2017 Convertible Notes will mature on their respective third anniversary dates. The noteholders have the right, at their option, to convert the outstanding principal amount of the 2017 Convertible Notes, in whole or in part of a minimum of , into fully paid and non-assessable ordinary shares of the Company at any time following the IPO closing date up to the maturity date if an IPO occurs, at a conversion price ranging from $ to $ calculated according to an agreed-upon formula which stipulates a discount to the IPO price based on a discount rate and the time period between the issuance dates of the relevant 2017 Convertible Notes and the IPO pricing date, subject to certain anti-dilution adjustments. Notwithstanding the repayment on the maturity date as described above, if no IPO occurs, the 2017 Convertible Notes may be prepaid, in whole or in an amount equal to the outstanding unconverted and unpaid principal amount multiplied by , plus interest accrued and unpaid, on anniversary of the issuance dates, or if the noteholders elect to effect ’ extension, the 2017 Convertible Notes may be prepaid in whole in the amount as described above on the anniversary of the respective third anniversary dates. Both the extension feature and prepayment feature are collectively referred to the “Embedded Call Option” hereafter. If an event of default as defined in the 2017 Convertible Notes were to occur, the outstanding obligation under the 2017 Convertible Notes would be immediately due and payable (“Contingent Redemption Option”). If the event of default is related to any failure by the Company to pay amounts due under the 2017 Convertible Notes for more than after the original due date of such payment, an interest of in lieu of the original interest will accrue on the principal or interest that is overdue (“Contingent Interest Feature”). The initial carrying value of the Convertible Note is the consideration received from the Investors. The Company evaluated and determined if there were any embedded derivatives requiring bifurcation and to determine if there were any beneficial conversion features (“BCF”). The Embedded Call Option, Contingent Redemption Option and Contingent Interest Feature did not qualify for derivative accounting because those were clearly and closely related to the host instrument. BCF exists when the conversion price of the convertible note is lower than the fair value of the ordinary share at the commitment date. When a BCF exists as of the commitment date, its intrinsic value is bifurcated from the carrying value of the convertible note as a contribution to additional paid-in capital. The resulting discount to the convertible note is then accreted to the redemption value using the effective interest method as an interest expense recorded in the consolidated statements of operations. The Company determined the estimated fair value of the ordinary share with the assistance from an independent third party valuation firm. On the respective commitment dates, the most favourable conversion price used to measure the BCF for the 2017 Convertible Notes was the effective conversion price of $ before IPO according to the terms. No BCF was recognized for the 2017 Convertible Notes as the fair values per ordinary share at each of the commitment dates were less than the favourable conversion price. Following the closing of the IPO on October 20, 2017, the American Depositary Shares (“ADSs”) representing the underlying Class A ordinary shares are publicly traded and the Conversion Option is subject to derivative accounting. The Company elected to use the fair value option which would require the hybrid instrument to be measured at fair value with any changes in fair value recognized in earnings. During the years ended December 31, 2018 and 2019, certain noteholders had converted the outstanding principal amount of the 2017 Convertible Notes totalling $ and $ into and Class A ordinary shares, respectively. For the years ended December 31, 2017, 2018 and 2019, the Company recorded a loss (gain) of $ , ($ ) and $ , respectively, as changes in fair value of 2017 Convertible Notes (inclusive of extinguishment gain/loss) in the statement of operations. All the remaining outstanding 2017 Convertible Notes had been fully converted into Class A ordinary shares of the Company subsequent to December 31, 2019. (b) 2018 Convertible Notes and 2019 Convertible Notes The Company also issued the following convertible notes and the terms are as follow: 2018 Convertible Notes 2019 Convertible Notes Issuance date June 18, 2018 November 18, 2019 Maturity date July 1, 2023 December 1, 2024 Principal amount $575,000 $1,150,000 Interest rate 2.25% 1.00% Initial conversion rate 50.5165 ADSs per $1 principal amount, equivalent to $19.80 per ADS 19.9475 ADSs per $1 principal amount, equivalent to $50.13 per ADS Agreed conversion date January 1, 2023 June 1, 2024 The 2018 Convertible Notes and 2019 Convertible Notes holders (the ‘Holders’) have the right, at their option, to convert the outstanding principal amount of the convertible notes, in whole or in part in integral multiples of $ principal amount (i) upon satisfaction of one or more of the conversion conditions as defined in the indenture prior to the close of business day immediately preceding the agreed conversion date; or (ii) anytime on or after the agreed conversion date until the close of business on the second scheduled trading day immediately preceding the maturity date (the “Conversion Option”). The conversion subject to the anti-dilution and make-whole fundamental change adjustments. Upon conversion, the Company has the right, at its option, to pay or deliver, either cash, ADSs, or a combination of cash and ADSs to the Holders. If certain events of default, changes in tax laws of the relevant taxing jurisdiction or fundamental change, optional redemption or clean up redemption as defined in the indenture were to occur, of which the optional redemption and clean up redemption only applies to the 2019 Convertible Notes, the outstanding obligations under the respective convertible notes could be immediately due and payable (the “Contingent Redemption Options”). The Company evaluated the Conversion Option and Contingent Redemption Options in accordance with ASC 815 to determine if these features require bifurcation. The Conversion Option was not required to be bifurcated because it was indexed to the Company’s ADSs and meets all additional conditions for equity classification. The Contingent Redemption Options were not required to be bifurcated because they were considered to be clearly and closely related to the debt host, as the convertible notes were not issued at a substantial discount and are redeemable at par. The 2018 Convertible Notes and 2019 Convertible Notes were accounted for under ASC 470-20 Cash Conversion Subsections as follow: 2018 Convertible Notes 2019 Convertible Notes Liability component $ 410,926 $ 897,918 Effective interest rate 9.38 % 6.03 % Equity component $ 152,714 $ 240,582 Debt issuance cost, allocated in proportion to the allocation of proceeds $ 11,360 $ 11,500 The liability component was measured at fair value and subsequently amortized to its redemption amount using the effective interest method. The residual value was allocated to the equity component, classified within Additional Paid-up Capital and not subsequently remeasured. During the years ended December 31, 2018 and 2019, the Company recognized total interest expense for coupon interest of $ and $ , respectively and amortization of discount on the liability component amounted to $ and $ , respectively. Capped call transactions In connection with the offering of 2019 Convertible Notes, the Company entered into separately negotiated capped call transactions with certain counterparties (collectively, the “Capped Calls”). The Capped Calls have an initial strike price of approximately $ per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2019 Convertible Notes. The Capped Calls have an initial cap price of $ per share, subject to certain adjustments. The Capped Calls are generally intended to reduce or offset the potential economic dilution of approximately shares to our Class A ordinary shares upon any conversion of the 2019 Convertible Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. As the Capped Calls are considered indexed to the Company’s own stock and are equity classified, they are recorded in shareholders’ equity and are not accounted for as derivative. The cost of $ incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital. Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive under treasury stock method. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
SHARE BASED COMPENSATION [Abstract] | |
SHARE BASED COMPENSATION | 14. SHARE BASED COMPENSATION The Company amended its 2009 share incentive plan (the “Plan”) in July 2019. Under the Plan, the Company may grant options, restricted share awards (“RSA”), restricted share units (“RSU”) or share appreciation rights (“SAR”) to its officers, employees, directors and other eligible persons (collectively known as “Eligible Persons”) of up to 83,000,000 Class A ordinary shares. The Plan is administered by an authorized administrator appointed by the Board of Directors of the Company set forth in the Plan (the “Plan Administrator”). The maximum number of shares which may be issued pursuant to all awards under the Plan will increase on January 1 of each of 2019, 2020, 2021 and 2022 by 5% of the total number of ordinary shares of all classes of the Company outstanding on that day immediately before such annual increase pursuant to the Plan. With effect on January 1, 2019, July 25, 2019 and January 1, 2020 the maximum number of shares which may be issued pursuant to all awards under the Plan increased to 100,129,938, 103,129,938 and 123,292,170 Class A ordinary shares. During the year ended December 31, 2018 and 2019, the Company granted 26,500,000 options, 4,983,162 RSUs and 52,079 SARs, and 15,327,884 options, 6,249,313 RSUs and 82,722 SARs, respectively to the Eligible Persons. All options granted have a contractual term of ten years. The options vest according to the stated vesting period in the grantee’s option agreement. The RSUs and SARs generally vest 25% on the first anniversary year from the stated vesting commencement date and the remaining 75% will vest in 12 substantially equal quarterly instalments. (a) Option granted to Eligible Persons The following table summarizes the Company’s employee share option activity under the Plan: Number of Weighted Weighted Aggregate _ _ Years _ _ Outstanding, January 1, 2017 17,946,980 3.05 Granted 1,915,000 14.19 Exercised (7,288,275 ) 2.57 Forfeited (920,192 ) 4.01 Outstanding, December 31, 2017 11,653,513 5.11 6.90 97,415 Vested and expected to vest at December 31, 2017 11,653,513 5.11 Exercisable as of December 31, 2017 7,136,252 3.02 6.28 73,599 Outstanding, January 1, 2018 11,653,513 5.11 Granted 26,500,000 15.00 Exercised (2,117,647 ) 2.16 Forfeited (328,984 ) 14.03 Outstanding, December 31, 2018 35,706,882 12.54 8.38 58,007 Vested and expected to vest at December 31, 2018 35,706,882 12.54 Exercisable as of December 31, 2018 8,748,351 5.25 6.03 56,918 Outstanding, January 1, 2019 35,706,882 12.54 Granted 15,327,884 15.00 Exercised (3,736,976 ) 5.58 Forfeited (109,236 ) 14.24 Outstanding, December 31, 2019 47,188,554 13.89 8.18 1,242,496 Vested and expected to vest at December 31, 2019 47,188,554 13.89 Exercisable as of December 31, 2019 19,664,736 12.35 7.35 548,035 The aggregate intrinsic value is calculated to be the difference between the exercise price of the underlying awards and the fair value of the underlying stock at each reporting date, for those awards that have an exercise price below the estimated fair value of the Company’s ordinary shares. The Company calculated the estimated fair value of the options on the respective grant dates using the Black-Scholes option pricing model with the following assumptions. Granted in 2017 Granted in 2018 Granted in 2019 Risk-free interest rates 1.99% – 2.25% 2.75% – 2.92% 2.34% – 2.68% Expected term 5.5 – 7 years 5 – 7 years 5.5 – 8.5 years Expected volatility 34.3% – 37.0% 33.3% – 35.2% 33.0% – 35.0% Expected dividend yield – – – Fair value of share options $4.84 – $6.57 $2.52 – $3.52 $4.58 – $13.59 The Black-Scholes option pricing model was applied in determining the estimated fair value of the share options granted Eligible Persons. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and the expected term of the option for which employees are likely to exercise their share options. The risk-free rate for periods within the contractual life of the option is based on the USD swap curve at the time of grant. The Company has used the simplified method to determine the expected term due to insufficient historical exercise data to provide a reasonable basis to estimate expected term. Prior to the IPO, the estimated fair value of the ordinary shares was determined with assistance from an independent third party valuation firm. The Company’s management is ultimately responsible for the determination of the estimated fair value of its ordinary shares. The aggregate grant date fair value of the outstanding options was determined to be $299,076 as of December 31, 2019 and such amount shall be recognized as compensation expenses using the straight-line method for all employee share options granted. The weighted-average grant-date fair value of share options granted during the years of December 31, 2017, 2018 and 2019 were $5.26, $3.02 and $12.05, respectively. The total fair value of share options vested during the years ended December 31, 2017, 2018 and 2019 was $20,322, $22,390 and $44,688, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2017, 2018 and 2019 was $84,560, $20,660 and $64,097, respectively. As of December 31, 2019, there were $227,567 total unrecognized share-based compensation cost related to unvested options which is expected to be recognized over a weighted-average period of 2.77 years. Total unrecognized compensation cost may be adjusted for future changes in actual forfeitures. (b) RSAs/RSUs granted to Eligible Persons The following table summarizes the Company’s RSAs/RSUs activity under the Plan: Number of Weighted Weighted Aggregate _ _ Years _ _ Unvested, January 1, 2017 313,330 12.97 9.80 4,184 Granted 950,000 15.15 Vested (435,623 ) 14.96 Forfeited (7,500 ) 13.05 Unvested, December 31, 2017 and January 1, 2018 820,207 14.43 9.60 10,933 Granted 4,983,162 12.30 Vested (309,644 ) 13.93 Forfeited (738,753 ) 13.75 Unvested, December 31, 2018 and January 1, 2019 4,754,972 12.34 9.17 53,826 Granted 6,249,313 20.50 Vested (2,131,415 ) 13.67 Forfeited (791,433 ) 15.22 Unvested, December 31, 2019 8,081,437 18.02 8.93 325,035 Share-based compensation cost for RSAs and RSUs is measured based on the fair value of the Company’s ordinary shares on the date of grant. The estimated fair value of the ordinary shares, at the grant dates prior to the IPO, was determined with assistance from an independent third party valuation firm using the discounted cash flows method and adjusted for discount due to lack of marketability at 14%. The Company’s management is ultimately responsible for the determination of the estimated fair value of its ordinary shares. The aggregate grant date fair value of the unvested RSAs and RSUs as of December 31, 2017, 2018 and 2019 was $11,836, $58,665 and $145,597, respectively. These amounts are recognized as compensation expense using the straight-line method for the RSAs and RSUs. The weighted-average grant-date fair value of RSAs and RSUs granted during the years ended December 31, 2017, 2018 and 2019 was $15.15, $12.30 and $20.50, respectively. The total fair value of RSAs and RSUs vested during the years ended December 31, 2017, 2018 and 2019 was $6,517, $4,314 and $29,133, respectively. As of December 31, 2019, there was $145,597 of unrecognized share-based compensation cost related to RSAs and RSUs which is expected to be recognized over a weighted-average vesting period of 3.10 years. Total unrecognized compensation may be adjusted for future changes in actual forfeitures. (c) SARs granted to Eligible Persons Fair value of the SARs is measured based on the fair value of the Company’s ordinary shares at the end of each reporting period. Total compensation expense relating to share options, RSAs, RSUs and SARs granted to employees after deducting forfeitures recognized for the years ended December 31, 2017, 2018 and 2019 is as follows: For the year ended December 31, 2017 2018 2019 _ _ _ _ _ _ Share options: Cost of revenue 1,213 1,292 244 Sales and marketing expenses 689 795 156 General and administrative expenses 18,512 39,654 71,787 Research and development expenses 1,407 1,142 567 21,821 42,883 72,754 Cash received for the exercise in the respective years 18,708 4,574 20,867 RSAs/ RSUs: Cost of revenue 446 2,018 1,714 Sales and marketing expenses – 1,899 3,017 General and administrative expenses 6,369 7,670 26,761 Research and development expenses – 3,545 11,429 6,815 15,132 42,921 SARs: Cost of revenue – 24 319 Sales and marketing expenses – 52 749 General and administrative expenses – 30 313 Research and development expenses – – 13 – 106 1,394 |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2019 | |
ORDINARY SHARES [Abstract] | |
ORDINARY SHARES | 15. ORDINARY SHARES In September 2017, the Company’s shareholders adopted a resolution to approve the Eighth Amended and Restated Memorandum and Articles of Association (the “Post-IPO Memorandum and Articles of Association”), which became effective and replaced the existing memorandum and articles of association in its entirety immediately prior to the completion of qualified IPO. The Post-IPO Memorandum and Articles of Association provided that, immediately prior to the completion of the qualified IPO, the Company’s authorized share capital would be $ divided into (i) Class A ordinary shares with a par value of $ each and (ii) Class B ordinary shares with par value of $ each. Holders of Class A ordinary shares and Class B ordinary shares shall at all times vote together as one class on all resolutions submitted to a vote for shareholders’ approval or authorization, except for certain class consents required under the Post-IPO Memorandum and Articles of Association. Each Class A ordinary share shall be entitled to vote, and each Class B ordinary share shall be entitled to votes, on all matters subject to the vote at general meetings of the Company. Immediately prior to the completion of the IPO, any of the (i) issued and outstanding ordinary shares, including issued and outstanding non-voting ordinary shares, and (ii) Series A Preference Shares and Series B Preference Shares which were automatically converted into ordinary shares on a -to- basis, that were held by the founder of the Company and Tencent and their respective affiliates will be re-designated as Class B ordinary shares on a -for- basis. All of the remaining issued and outstanding ordinary shares, including issued and outstanding non-voting ordinary shares, Seed Preference Shares, Series A Preference Shares and Series B Preference Shares which were automatically converted into ordinary shares on a -to- basis, were re-designated as Class A ordinary shares on a -for- basis. A total of Class A ordinary shares and Class B ordinary shares were issued as a result of the conversion of convertible preference shares. On October 20, 2017, the Company listed on the New York Stock Exchange under the symbol of “SE”. The Company issued an aggregate 65,954,538 ADSs, representing 65,954,538 Class A ordinary shares for a total proceed, net of issuance costs of $935,533. The Company completed the follow-on offering in March 2019 and issued an aggregate of 69,000,000 ADSs, representing 69,000,000 Class A ordinary shares for total proceeds, net of issuance costs of $1,517,958. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | 16. ACCUMULATED OTHER COMPREHENSIVE INCOME The changes in accumulated other comprehensive income (loss) by component, net of tax of nil, are as follows: Unrealized Foreign Total - - - Balance as of January 1, 2017 – 8,587 8,587 Current year other comprehensive income – 1,970 1,970 Reclassification adjustments for net gain and translation adjustments realized in net income – 144 144 Balance as of December 31, 2017 – 10,701 10,701 Current year other comprehensive income (loss) 18,269 (13,771) 4,498 Balance as of December 31, 2018 18,269 (3,070) 15,199 Current year other comprehensive (loss) income (12,869) 3,119 (9,750) Balance as of December 31, 2019 5,400 49 5,449 |
RESTRICTED NET ASSETS
RESTRICTED NET ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
RESTRICTED NET ASSETS [Abstract] | |
RESTRICTED NET ASSETS | 17. RESTRICTED NET ASSETS Certain of the Company’s subsidiaries and VIEs are restricted in their ability to transfer a portion of their net assets to the Company in accordance with the local laws and regulations. As of , the Company’s restricted net assets primarily consist of the net assets of certain of its VIEs of $ . In addition, certain jurisdictions where the Company has subsidiaries or VIEs require those subsidiaries or VIEs to establish and fund statutory reserves, details of which are listed below: Statutory reserve The movement of statutory reserve during the years ended December 31, are as follows: December 31, 2018 $ 2019 $ At the beginning of the financial year 46 46 Transferred from retained earnings – – At the end of the financial year 46 46 Taiwan The subsidiary in Taiwan is required to set aside 10% of its profit after tax to legal reserve in accordance with Taiwanese regulations until the legal reserve amount equals to its total paid-up capital. In the event that the subsidiary incurred no loss, the portion of legal reserve exceeding 25% of the paid-up capital can be used for distribution to shareholders in the form of new shares or cash. As of December 31, 2017, 2018 and 2019, the subsidiary in Taiwan had an accumulated reserve of $33, $33 and $33, respectively. Thailand The Thailand regulations require that a private limited liability company shall allocate not less than 5% of its retained earnings to a legal reserve, until this account reaches an amount not less than 10% of the registered authorized capital. The legal reserve is not available for dividend distribution. As of December 31, 2017, 2018 and 2019, the subsidiary in Thailand had an accumulated reserve of $13, $13 and $13, respectively. The PRC The PRC subsidiaries of the Company are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. As of December 31, 2017, 2018 and 2019, the Company’s PRC subsidiaries are in accumulated losses position and has not appropriated any funds into the statutory reserve account. Indonesia The Indonesian regulations require a limited liability company to reserve a certain amount from its net profit each year as a reserve fund until such fund amounts to at least 20% of its issued and paid up capital. As of December 31, 2017, 2018 and 2019, the Company’s Indonesia subsidiaries are in accumulated losses position and has not appropriated any funds into the statutory reserve account. |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2019 | |
TAXATION [Abstract] | |
TAXATION | 18. TAXATION Enterprise income tax Cayman Islands The Company is a company incorporated in the Cayman Islands and conducts its primary business operations through its subsidiaries and its consolidated VIEs. Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. Singapore Subsidiaries incorporated in Singapore are subject to the Singapore Corporate Tax rate of 17% for the years ended December 31, 2017, 2018 and 2019. Garena Online was granted a five-year Development and Expansion Incentive (“DEI”) by the Singapore Economic Development Board (the “EDB”) commencing from January 1, 2012, which grants a concessionary tax rate of 10% on qualifying income, subject to certain terms and conditions imposed by the EDB. Upon the expiry of the DEI in 2016, Garena Online was awarded an additional 5-year DEI starting from January 1, 2017, subject to the terms and conditions and amendments thereof. Others Subsidiaries incorporated in other countries are subject to the respective statutory corporate income tax rates of the countries where they are resident. Domestic statutory corporate income tax rate in Taiwan was increased from 17% to 20% with effect from the financial year 2018. Income tax expense comprises: For the year ended December 31, 2017 $ 2018 $ 2019 $ Current income tax 6,903 7,949 56,296 Deferred tax (8,753 ) (19,797 ) (4,333 ) Withholding tax expense 12,595 15,936 33,901 10,745 4,088 85,864 The reconciliation of tax computed by applying the tax rate of 17% which is also the statutory corporate income tax rate for its Singapore’s corporate office for the years ended December 31, 2017, 2018 and 2019 is as follows: For the year ended December 31, 2017 $ 2018 $ 2019 $ Loss before income tax and share of results of equity investees (548,509 ) (953,880 ) (1,368,619 ) Tax expense computed at tax rate of 17% (93,247 ) (162,160 ) (232,665 ) Changes in valuation allowance 91,017 197,257 265,776 Non-deductible expenses 2,211 1,797 4,207 Effect of concessionary tax rate and tax reliefs (3,072 ) (6,139 ) (42,404 ) Withholding tax expense 12,595 15,936 33,901 Foreign earnings at different tax rates 4,104 (38,099 ) 60,721 Others (2,863 ) (4,504 ) (3,672 ) 10,745 4,088 85,864 Deferred tax The significant components of deferred taxes are as follows: December 31, 2018 $ 2019 $ Deferred tax assets: Property and equipment 1,291 4,380 Advances from customers 283 507 Deferred revenue 72,970 93,956 Unutilized tax losses and unused capital allowances 346,369 586,944 Others 6,681 16,922 Valuation allowance (354,462 ) (619,272 ) Total deferred tax assets 73,132 83,437 Property and equipment (954 ) (1,002 ) Intangible assets (1,998 ) (2,577 ) Deferred channel costs (7,300 ) (9,448 ) Others (257 ) (1,045 ) Total deferred tax liabilities (10,509 ) (14,072 ) Net deferred tax assets 62,623 69,365 The use of these tax losses and capital allowances is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the jurisdiction in which the entity operates. These tax losses have no expiry date except tax losses approximating to $520,523, $1,131,293 and $1,773,877 as of December 31, 2017, 2018 and 2019, respectively. The tax losses of $1,773,877 as of December 31, 2019 will expire from 2020 to 2030. The utilization of deferred tax assets recognized by the Group is dependent upon future taxable income in excess of income arising from the reversal of existing taxable temporary differences. As of December 31, 2019, no deferred tax liability has been recognised on the undistributed earnings of its foreign subsidiaries as the Company either intends to permanently reinvest the undistributed earnings to fund its future operations or no withholding tax is imposed on the remittance of undistributed earnings in certain jurisdiction. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
LOSS PER SHARE [Abstract] | |
LOSS PER SHARE | 19. LOSS PER SHARE Basic and diluted loss per share for each of the periods presented is calculated as follows: For the year ended December 31, 2017 $ 2018 $ 2019 $ Numerator: Net loss attributable to ordinary shareholders (560,485 ) (961,241 ) (1,462,799 ) Denominator: Weighted-average number of shares outstanding—basic and diluted 205,727,195 338,472,987 436,601,801 Basic and diluted loss per share: (2.72 ) (2.84 ) (3.35 ) The potentially dilutive securities such as share based payments and convertible notes were not included During the year ended December 31, 2018 and 2019, respectively, the Company issued 3,200,000 and 6,000,000 Class A ordinary shares to its share depositary bank which will be used to settle share incentive awards. No consideration was received by the Company for this issuance of Class A ordinary shares. These Class A ordinary shares are legally issued and outstanding but are treated as escrowed shares for accounting purposes and therefore, have been excluded from the computation of loss per share. Any Class A ordinary shares not used in the settlement of share incentive awards will be returned to the Company. During the year ended December 31, 2018 and 2019, respectively, 933,007 and 5,720,615 issued Class A ordinary shares were used to settle the share incentive awards. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 20. RELATED PARTY TRANSACTIONS (a) Related parties (1) Name of related parties Relationship with the Company i) Tencent Limited and its affiliates (“Tencent”) A shareholder of the Company ii) Vietnam Payment Solutions JSC (“VN Pay”) (2) An associated company iii) Shanghai Wuju Information Technology Co., Ltd. (“Wuju”) An associated company iv) Vexere Joint Stock Company (“Vexere”) An associated Company v) Directors and the key management Key Management (1) (2) (b) The Company had the following significant related party transactions for the years ended December 31, 2017, 2018 and 2019: 2017 $ 2018 $ 2019 $ Royalty fee and license fee to: - Tencent 70,470 96,713 122,234 Royalty fee and license fee from: - Tencent 262 3,629 1,602 Rack rental income from: - Tencent 1,007 677 438 Services provided by: - VN Pay 149 – – - Tencent 1,012 13,066 19,005 Purchase of merchandise goods from: - VN Pay 2,898 – – Sales of goods to: - VN Pay 679 – – Loans provided to: - Wuju 422 – – Repayment of loans from: - Wuju 953 – – - VN Pay 1,784 – – Issuance of convertible notes to: - Tencent 100,000 50,000 – Interest expense to: - Tencent 4,153 2,092 563 Conversion of convertible notes (principal amount) by: - Tencent – – 100,000 Promissory notes extended to: - Key management 9,768 – – Repayment of promissory notes from: - Key management 16,178 – – Interest income received from: - Key management 774 – – (c) The Company had the following significant related party balances for the years ended December 31, 2018 and 2019: December 31, 2018 $ 2019 $ Amounts due from related parties: Current: - Tencent 5,224 477 Convertible notes (principal amount) due to: Non-current: - Tencent 150,000 – Amount due to related parties: Current: - Tencent 46,025 34,970 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2019 | |
SEGMENT REPORTING [Abstract] | |
SEGMENT REPORTING | 21. SEGMENT REPORTING The Company has three reportable segments, namely digital entertainment, e-commerce and digital financial services. The 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 financial performance of each segment. Description of Reportable Segments Digital entertainment – Garena’s platform offers mobile and PC online games across the region and develops mobile games for the global market. Garena is the global leader in eSports, it also provides access to other entertainment content and social features, such as live streaming of gameplay, user chat and online forums. E-commerce – Shopee’s platform is a mobile-centric, social-focused marketplace. It provides users with a convenient, safe, and trusted shopping environment with integrated payment, logistics infrastructure and comprehensive seller services. Products from manufacturers and third parties are also purchased and sold directly to buyers on Shopee platform. Digital financial services – SeaMoney provides a variety of payment services to individuals and businesses. It is an important payment infrastructure supporting the Company’s digital entertainment and e-commerce businesses. In addition, SeaMoney also integrates with third-party merchant partners and covers a broad set of consumption use cases. A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other services”. Information about segments for the years ended December 31, 2017, 2018 and 2019 presented were as follows: For the Year ended December 31, 2017 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ Consolidated $ Revenue 365,167 9,034 16,270 23,719 – 414,190 Operating income (loss) 45,637 (452,233 ) (38,038 ) (21,199 ) (36,523 ) (502,356 ) Non-operating loss, net (46,153 ) Income tax expense (10,745 ) Share of results of equity investees (1,912 ) Net loss (561,166 ) For the Year ended December 31, 2018 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ Consolidated $ Revenue 462,464 269,578 11,458 83,468 – 826,968 Operating income (loss) 69,449 (893,489 ) (34,056 ) (62,548 ) (68,124 ) (988,768 ) Non-operating income, net 34,888 Income tax expense (4,088 ) Share of results of equity investees (3,066 ) Net loss (961,034 ) For the Year ended December 31, 2019 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ 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) Revenue from external customers is classified based on the geographical locations where the services were provided. With the continuous growth of the business, the revenue and long-lived assets’ segment reporting were revised to better reflect the contribution from each region. The 2017 and 2018 segment information has been restated to conform to the current year presentation. For the Year Ended December 31, 2017 $ 2018 $ 2019 $ Revenue Southeast Asia 279,167 581,336 1,378,141 Latin America 1,850 14,713 282,618 Rest of Asia 133,173 229,773 489,291 Rest of the world – 1,146 25,328 Consolidated revenue 414,190 826,968 2,175,378 Long-lived assets consist of property and equipment, operating lease right-of-use assets and intangible assets. As at December 31, 2018 $ 2019 $ Long-lived assets Southeast Asia 181,882 389,997 Rest of Asia 23,350 119,043 Rest of the world 12 7,565 205,244 516,605 No single customer accounted for 10 percent or more of the Company’s total revenue for the years ended December 31, 2017, 2018 and 2019. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 22. FAIR VALUE MEASUREMENTS ASC defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC requires disclosures to be provided on fair value measuremen ASC describes main approaches to measuring the fair value of assets and liabilities: market approach; income approach and cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset In accordance with ASC the Company measures cash equivalents, restricted cash, available-for-sale investments and Convertible Notes at fair value. The liability component of the Convertible Notes and Convertible Notes is measured at fair value on its issuance date. Cash equivalents are classified within Level or Level because they are valued using a quoted market prices or alternative pricing sources and model utilizing market direct or indirect observable inputs, such as the risk-free interest rate As of December and Level assets and liabilities of the Company included investments in convertible loans and preference shares of investees and Convertible Notes . Investments in debt securities – for long term investment in debt securities, the Company used the Market approach to determine the equity value of the investees. The fair value of debt securities was then derived from the equity value of the investees taking into account business risk, volatility and discount rates which requires the Company to make complex and subjective judgments. For short-term investment in debt securities, the carrying amount is approximate fair value due to its short-term nature . 2017 Convertible Notes – the Company used a binomial tree model to determine the fair value of the Convertible Notes. The binomial pricing model traces the evolution of the Convertible Notes’ key underlying variables in discrete-time. This is done by means of a binomial lattice (tree), for a number of time steps between the end of reporting periods, which were December and December and expiration dates. The valuation model requires the Company to make complex and subjective judgments on certain underlying inputs applied to the valuation models including the expected volatility of its share price and estimated credit spread as of December and December . 2018 Convertible Notes and 2019 Convertible Notes – the Company used discounted cash flow method to determine the fair value of the liability component (non-recurring, Level . The discounted cash flow taking into the present value of expected future cash flows from coupon interest and redemption amount, discounted by the credit yield as at issuance date with reference to similar instruments that did not have associated convertible features Assets and liabilities measured at fair value on a recurring basis are summarized below: Fair value measurement at December 31, 2018 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Cash equivalents 10,137 – – 10,137 Money market funds 304,335 – – 304,335 Short-term investments 690 – – 690 Available-for-sale investments – non-current – – 70,374 70,374 2017 Convertible Notes – – (636,716 ) (636,716 ) Share appreciation rights (106 ) – – (106 ) 315,056 – (566,342 ) (251,286 ) Fair value measurement at December 31, 2019 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Cash equivalents 55,723 – – 55,723 Money market funds 537,615 – – 537,615 Short-term investments 30,324 – 72,000 102,324 Time deposits – non-current 216 – – 216 Available-for-sale investments – non-current – – 56,418 56,418 2017 Convertible Notes – – (29,481 ) (29,481 ) Share appreciation rights (1,500 ) – – (1,500 ) 622,378 – 98,937 721,315 Level 3 instruments measured at fair value on a recurring basis $ Assets: Available-for-sale investments Current: Balance at January and January – Investment during 72,000 Balance at December 72,000 Non-current: Balance at January 2,388 Investment during 18,000 Impairment loss (1,147 ) Exchange differences 8 Balance at December 19,249 Investment during 33,000 Impairment loss (144 ) Unrealized fair value gain included in other comprehensive loss 18,269 Balance at December 70,374 Impairment loss (1,087 ) Unrealized fair value loss included in other comprehensive loss (12,869 ) Balance at December 56,418 Liabilities Convertible notes Balance at January – Convertible notes issued during the year (675,000 ) Fair value loss (51,950 ) Balance at December (726,950 ) Fair value gain 41,259 Conversion into Class A ordinary shares (Note (a)) 48,975 Balance at December (636,716 ) Fair value loss (472,877 ) Conversion into Class A ordinary shares (Note (a)) 1,080,112 Balance at December (29,481 ) The Company’s valuation techniques used to measure the fair value were derived from management’s assumptions of estimations. Impairment loss of the available-for-sale investment is recorded in the current period expense. Changes in the fair value of the available-for-sale investment is recorded in the accumulated other comprehensive loss. Changes in the fair value of the 2017 Convertible Notes are recorded in the consolidated statement of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 23. COMMITMENTS AND CONTINGENCIES Purchase commitments The Company has commitments to purchase property and equipment of $50,857 and $12,357, committed licensing fee payable for the licensing of game titles of $7,400 and $1,900 and commitment to invest in certain companies of $8,473 and $24,056 as of December 31, 2018 and 2019, respectively. Minimum guarantee commitments The Company has commitments to pay minimum guarantee of royalty fee to game developers for certain online games it licensed from those game developers. As of December 31, 2018 and 2019, the minimum guarantee commitment amounted to $60,271 and $31,733, respectively, for its launched games and licensed but yet launched games. |
PARENT COMPANY ONLY CONDENSED F
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2019 | |
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS [Abstract] | |
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS | 24. PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS Condensed balance sheets As of December 31, 2018 $ 2019 $ ASSETS Current assets Cash and cash equivalents 519,107 1,898,588 Prepaid expenses and other assets 24,329 28,343 Amounts due from subsidiaries 2,052,292 3,613,656 Total current assets, representing total assets 2,595,728 5,540,587 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accrued expenses and other payables 8,467 9,797 Amounts due to subsidiaries 41,638 42,582 Convertible notes – 29,481 Total current liabilities 50,105 81,860 Non-current liabilities Loss in excess of investments 1,726,966 2,939,971 Convertible notes 1,061,796 1,356,332 Total non-current liabilities 2,788,762 4,296,303 Total liabilities 2,838,867 4,378,163 Shareholders’ equity Class A Ordinary shares (Par value of US$0.0005 per share; Authorized: 14,800,000,000 and 14,800,000,000 shares as of December 31, 2018 and 2019, respectively; Issued and outstanding: 190,423,065 and 311,068,949 shares as of December 31, 2018 and 2019, respectively) 94 154 Class B Ordinary shares (Par value of US$0.0005 per share; Authorized: 200,000,000 and 200,000,000 shares as of December 31, 2018 and 2019, respectively; Issued and outstanding: 152,175,703 and 152,175,703 shares as of December 31, 2018 and 2019, respectively) 76 76 Additional paid-in capital 1,809,232 4,687,284 Accumulated other comprehensive loss 15,199 5,449 Statutory reserves 46 46 Accumulated deficit (2,067,786 ) (3,530,585 ) Total shareholders’ (deficit) equity (243,139 ) 1,162,424 Total liabilities and shareholders’ (deficit) equity 2,595,728 5,540,587 Condensed statements of operations Year ended December 31, 2017 $ 2018 $ 2019 $ Operating expenses (41,369 ) (62,671 ) (124,197 ) Interest income 1,538 7,447 18,934 Other income 983 1,797 1,860 Interest expense (26,460 ) (31,142 ) (47,644 ) Foreign exchange gain (loss) 1,072 (45 ) 14 Investment gain 3,374 4,335 371,289 Fair value (loss) gain on convertible notes (51,950 ) 41,259 (472,877 ) Loss before income tax and share of results of equity investees (112,812 ) (39,020 ) (252,621 ) Income tax expense – – – Share of results of equity investees (447,673 ) (922,221 ) (1,210,178 ) Net loss (560,485 ) (961,241 ) (1,462,799 ) Condensed statements of comprehensive loss Year ended December 31, 2017 $ 2018 $ 2019 $ Net loss (560,485 ) (961,241 ) (1,462,799 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Translation gain (loss) 1,970 (13,771 ) 3,119 Reclassification adjustment for net translation adjustments realized in net income 144 – - Net change 2,114 (13,771 ) 3,119 Available-for-sale investments: Change in unrealized gain (loss) – 18,269 (12,869 ) Net change – 18,269 (12,869 ) Total comprehensive loss, net of tax (558,371 ) (956,743 ) (1,472,549 ) Condensed statements of cash flows Year ended December 31, 2017 $ 2018 $ 2019 $ Net cash generated from (used in) operating activities 6,845 (34,930 ) 354,050 Net cash used in investing activities (664,483 ) (1,060,969 ) (1,554,811 ) Net cash generated from financing activities 1,635,224 569,510 2,580,242 Net increase (decrease) in cash 977,586 (526,389 ) 1,379,481 Cash at beginning of the year 67,910 1,045,496 519,107 Cash at end of the year 1,045,496 519,107 1,898,588 (a) Basis of preparation In the Company-only financial statements, the Company’s investment in subsidiaries and other equity investees is stated at cost plus equity in undistributed earnings of subsidiaries since inception. The Company records its investment in its subsidiaries and other equity investees under the equity method of accounting as prescribed in ASC 323-10, Investment-Equity Method and Joint Ventures The Company received dividend from a subsidiary amounting $ other equity investees did t pay any dividends to the Company for the years presented. The dividend received is classified within Investment gain. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted and as such, these Company-only financial statements should be read in conjunction with the Company’s consolidated financial statements. (b) Convertible notes December 31, 2018 $ 2019 $ Current: 2017 Convertible Notes – 29,481 – 29,481 Non-Current: 2017 Convertible Notes 636,716 – 2018 Convertible Notes 425,080 453,215 2019 Convertible Notes – 903,117 1,061,796 1,356,332 The Company issued convertible notes with principal amount of $50,000 and nil (i) 2017 Convertible Notes During the year ended December 31, 2017, the Company issued the convertible promissory notes (the “2017 Convertible Notes”), in the aggregate principal amount of $675,000 to nine new investors and an existing shareholder, at an interest rate of 5% per annum, compounded annually on the unconverted and unpaid principal amount until the first to occur of (i) the maturity date, subject to further extension at investors’ election, (ii) the last day of the lockup period related to the IPO, (iii) the date of any conversion of the convertible promissory note in full, and (iv) the date of any other repayment or redemption of the convertible promissory note in full. The 2017 Convertible Notes will mature on their respective third anniversary dates. The noteholders have the right, at their option, to convert the outstanding principal amount of the 2017 Convertible Notes, in whole or in part of a minimum of 50%, into fully paid and non-assessable ordinary shares of the Company at any time following the IPO closing date up to the maturity date if an IPO occurs, at a conversion price ranging from $13.13 to $14.26 calculated according to an agreed-upon formula which stipulates a discount to the IPO price based on a discount rate and the time period between the issuance dates of the relevant 2017 Convertible Notes and the IPO pricing date, subject to certain anti-dilution adjustments. Notwithstanding the repayment on the maturity date as described above, if no IPO occurs, the 2017 Convertible Notes may be prepaid, in whole or in an amount equal to the outstanding unconverted and unpaid principal amount multiplied by , plus interest accrued and unpaid, on -month anniversary of the issuance dates, or if the noteholders elect to effect ’ extension, the 2017 Convertible Notes may be prepaid in whole in the amount as described above on the -month anniversary of the respective third anniversary dates. Both the extension feature and prepayment feature are collectively referred to the “Embedded Call Option” hereafter. If an event of default as defined in the 2017 Convertible Notes were to occur, the outstanding obligation under the 2017 Convertible Notes would be immediately due and payable (“Contingent Redemption Option”). If the event of default is related to any failure by the Company to pay amounts due under the 2017 Convertible Notes for more than after the original due date of such payment, an interest of in lieu of the original interest will accrue on the principal or interest that is overdue (“Contingent Interest Feature”). The initial carrying value of the Convertible Note is the consideration received from the Investors. The Company evaluated and determined if there were any embedded derivatives requiring bifurcation and to determine if there were any beneficial conversion features (“BCF”). The Embedded Call Option, Contingent Redemption Option and Contingent Interest Feature did not qualify for derivative accounting because those were clearly and closely related to the host instrument. BCF exists when the conversion price of the convertible note is lower than the fair value of the ordinary share at the commitment date. When a BCF exists as of the commitment date, its intrinsic value is bifurcated from the carrying value of the convertible note as a contribution to additional paid-in capital. The resulting discount to the convertible note is then accreted to the redemption value using the effective interest method as an interest expense recorded in the consolidated statements of operations. The Company determined the estimated fair value of the ordinary share with the assistance from an independent third party valuation firm. On the respective commitment dates, the most favourable conversion price used to measure the BCF for the 2017 Convertible Notes was the effective conversion price of $ before IPO according to the terms. No BCF was recognized for the 2017 Convertible Notes as the fair values per ordinary share at each of the commitment dates were less than the favourable conversion price. Following the closing of the IPO on October 20, 2017, the American Depositary Shares (“ADSs”) representing the During the years ended December 31, 2018 and 2019, certain noteholders had converted the outstanding principal amount of the 2017 Convertible Notes totalling $50,000 and $615,000 into 3,592,415 and 45,645,884 Class A ordinary shares, respectively. the Company recorded a loss (gain) of $ , ($ ) and $ , respectively, as changes in fair value of 2017 Convertible Notes (inclusive of extinguishment gain/loss) in the statement of operations. All the remaining outstanding 2017 Convertible Notes had been fully converted into Class A ordinary shares of the Company subsequent to December 31, 2019. (ii) 2018 Convertible Notes and 2019 Convertible Notes The Company also issued the following convertible notes and the terms are as follow: 2018 Convertible Notes 2019 Convertible Notes Issuance date - - Maturity date July 1, 2023 December 1, 2024 Principal amount $ 575,000 $ 1,150,000 Interest rate 2.25 % 1.00 % Initial conversion rate 50.5165 ADSs per $ principal amount, equivalent to $ per ADS 19.9475 ADSs per $ principal amount, equivalent to $ per ADS Agreed conversion date January 1, 2023 June 1, 2024 The 2018 Convertible Notes and 2019 Convertible Notes holders (the ‘Holders’) have the right, at their option, to convert the outstanding principal amount of the convertible notes, in whole or in part in integral multiples of $ principal amount (i) upon satisfaction of one or more of the conversion conditions as defined in the indenture prior to the close of business day immediately preceding the agreed conversion date; or (ii) anytime on or after the agreed conversion date until the close of business on the second scheduled trading day immediately preceding the maturity date (the “Conversion Option”). The conversion subject to the anti-dilution and make-whole fundamental change adjustments. Upon conversion, the Company has the right, at its option, to pay or deliver, either cash, ADSs, or a combination of cash and ADSs to the Holders. If certain events of default, changes in tax laws of the relevant taxing jurisdiction or fundamental change, optional redemption or clean up redemption as defined in the indenture were to occur, of which the optional redemption and clean up redemption only applies to the 2019 Convertible Notes, the outstanding obligations under the respective convertible notes could be immediately due and payable (the “Contingent Redemption Options”). The Company evaluated the Conversion Option and Contingent Redemption Options in accordance with ASC 815 to determine if these features require bifurcation. The Conversion Option was not required to be bifurcated because it was indexed to the Company’s ADSs and meets all additional conditions for equity classification. The Contingent Redemption Options were not required to be bifurcated because they were considered to be clearly and closely related to the debt host, as the convertible notes were not issued at a substantial discount and are redeemable at par. The 2018 Convertible Notes and 2019 Convertible Notes for under ASC 470-20 Cash Conversion Subsections 2018 Convertible Notes 2019 Convertible Notes Liability component $ 410,926 $ 897,918 Effective interest rate 9.38 % 6.03 % Equity component $ 152,714 $ 240,582 Debt issuance cost, allocated in proportion to the allocation of proceeds $ 11,360 $ 11,500 The liability component was measured at fair value and subsequently amortized to its redemption amount using the effective interest method. The residual value was allocated to the equity component, classified within Additional Paid-up Capital and not subsequently remeasured. During the years ended and , the Company recognized total interest expense for coupon interest of $ and $ , respectively and amortization of discount on the liability component amounted to $ and $ , respectively. Capped call transactions In connection with the offering of 2019 Convertible Notes, the Company entered into separately negotiated capped call transactions with certain counterparties (collectively, the “Capped Calls”). The Capped Calls have an initial strike price of approximately $50.13 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2019 Convertible Notes. The Capped Calls have an initial cap price of $70.36 per share, subject to certain adjustments. The Capped Calls are generally intended to reduce or offset the potential economic dilution of approximately 22,940,000 shares to our Class A ordinary shares upon any conversion of the 2019 Convertible Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. As the Capped Calls are considered indexed to the Company’s own stock and are equity classified, they are recorded in shareholders’ equity and are not accounted for as derivative. The cost of $97,060 incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in-capital. Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive under treasury stock method. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS In January 2020, the Company, through its wholly-owned subsidiaries, entered into an agreement to acquire shares of Phoenix Labs, Inc. through cash consideration. The recent outbreak of global coronavirus (COVID-19) pandemic has resulted in quarantines, travel restrictions and temporary closure of stores and facilities in many countries. These measures and policies are likely to have adverse effects on global markets and businesses. The impact of the pandemic on the Company’s business is highly uncertain and cannot be reasonably estimated at this time. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of preparation | (a) Basis of preparation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). |
Principles of consolidation | (b) Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIEs for which the Company or a subsidiary of the Company is the primary beneficiary. All significant inter-company transactions and balances between the Company, its subsidiaries and the VIEs are eliminated upon consolidation. |
Use of estimates | (c) Use of The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, revenue recognition, estimating the useful lives and impairment assessment of long-lived assets and goodwill, accounting for and impairment assessment of investments, impairment assessment of accounts receivable and other receivables, accounting for deferred income taxes, accounting for share-based compensation arrangements and accounting for the Company’s financial instruments where the Company is the issuer. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. |
Foreign currency | (d) Foreign currency The functional currency of the Company is the United States dollar (“$” or “USD”), whereas the functional currency of the Company’s subsidiaries and its VIEs are the respective local currencies as determined based on the criteria of ASC 830, Foreign Currency Matters Assets and liabilities of the Company’s subsidiaries and its VIEs that has functional currencies other than USD are translated into USD at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. The resulting translation adjustments are recorded in other comprehensive loss, a component of shareholders’ equity. Exchange differences arising on monetary items that form part of the Company’s net investment in foreign operations are recognized initially in other comprehensive loss and accumulated under accumulated other comprehensive loss in equity. The other comprehensive gain or loss arising from exchange differences is reclassified from equity to profit or loss of the Company on disposal of the foreign operation. |
Cash and cash equivalents | (e) Cash and cash equivalents The Company considers cash equivalents to be short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase. Cash and cash equivalents consist of cash on hand, demand deposits and money market funds placed with banks and other financial institutions which are unrestricted as to withdrawal and use. |
Restricted cash | (f) Restricted cash Restricted cash comprise deposits pledged with banks as security in relation to utilization of the banks’ payment gateway and corporate cards, performance guarantees, monies received held in escrow in connection with the Company’s e-commerce business and advances received from customers in connection with the Company’s digital financial services business that are restricted and not available for the Company’s use. |
Accounts receivable and allowance for doubtful accounts | (g) Accounts receivable and allowance for doubtful accounts Accounts receivable are carried at net realizable value. An allowance for doubtful accounts is recorded in the period when loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. An account receivable is written off after all collection effort has ceased. |
Inventories | (h) Inventories Inventories which comprise mainly of (i) merchandise products sold through the Company’s e-commerce business platform and (ii) prepaid telecommunication cards sold through the Company’s digital financial service platform are valued at the lower of cost and net realizable value. Costs incurred in bringing each product to its present location and condition are accounted at purchase cost on first-in-first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. |
Property and equipment | (i) Property and equipment Property and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: - Computers 3 to 4 years - Office equipment 3 years - Furniture and fittings 3 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Motor vehicles 6 to 10 years - Warehouse equipment 5 to years - Land use right 20 years - Building 15 years The useful lives and methods of depreciation of property and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Repair and maintenance costs are charged to expense as incurred, whereas the costs of betterments that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sale and disposals of assets are recorded by removing the cost and accumulated depreciation with any resulting gain or loss reflected in the consolidated statements of operations. Property and equipment that are purchased or constructed which require a period of time before the property and equipment are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these property and equipment are ready for their intended use. |
Goodwill | (j) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiary and consolidated VIEs. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company applies a one-step quantitative test and record the amount of goodwill impairment as the excess of a goodwill allocated to the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. No impairment of goodwill was recorded in the years ended December 31, 2018 and 2019. |
Intangible assets | (k) Intangible assets Intangible assets are carried at cost less accumulated amortization and any recorded impairment. All costs that are incurred in connection with the planning and implementation phases of the development of software for internal use are expensed. Costs incurred in the development phase are capitalized and amortized over the estimated useful life. No costs were capitalized for any of the periods presented. Costs incurred internally in researching and developing a software product to be sold, leased or marketed are charged to expense as research and development costs prior to technological feasibility being established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for general release to customers. Technological feasibility is established upon completion of all the activities that are necessary to substantiate that the software product can be produced in accordance with its design specifications, including functions, features, and technical performance requirements. No costs were capitalized for any of periods presented. Intangible assets with finite useful lives are amortized using the straight-line method over the estimated economic lives of the intangible assets as follows: - Licensing fee Over the shorter of licensing period or the estimated useful lives of the intangible assets - Trademarks 10 years - IP right 1 to 6 years - Software 3 to 6 years - Customer relationships 3 years - Software platforms 3 years The useful lives and methods of amortization of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate. Software, customer relationships and software platforms are included in ‘Others’ in the Note 9 to the consolidated financial statements. |
Investments | (l) Investments The Company’s investments consist of available-for-sale investments, equity security investments and equity method investments. In accordance with ASC 320, Investments - Debt Securities In accordance with ASC 321, Investments – Equity Securities Investments in equity investees represent investments in (a) entities in which the Company can exercise significant influence but does not own a majority equity interest or control and (b) limited partnership in which the Company holds a five percent or greater interest. Such investments are accounted for using the equity method of accounting in accordance with ASC 323-10, Investments - Equity Method and Joint Ventures: Overall The Company discontinues applying equity method if an investment (and additional financial supports to the investee, if any) has been reduced to zero. When the Company has other investments in the investee that have liquidation preferences more senior than the ordinary shares and the equity-method investment in the ordinary shares is reduced to zero, the Company continues to report its share of equity losses in the consolidated statement of operations, to the extent of and as an adjustment to the adjusted basis of the other investments in the investee. The order in which the equity losses are applied to the other investments follows the seniority of the other investments in the same investee. |
Impairment of long-lived assets | (m) Impairment of long-lived assets The Company evaluates its long-lived assets or asset groups, including intangible assets with finite lives, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a company of long-lived assets may not be recoverable. When these events occur, the Company evaluates for impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the forecasted undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available for the long-lived assets. |
Fair value of financial instruments | (n) Fair value of financial instruments The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, restricted cash (current), accounts receivable, other receivables (current) within prepaid expenses and other current assets, accounts payable, accrued expenses and other payables (current except taxes, payroll and welfare payable), short term borrowings and balances with related parties, approximate their fair values because of the short maturity of these instruments. The carrying amounts of restricted cash (non-current) and long term borrowings approximate their fair value since they bear interest rates which approximate market interest rates. Available-for-sale investments are initially recognized at acquisition cost and subsequently remeasured at the end of each reporting period with the change in fair value recognized in accumulated other comprehensive income (loss). Convertible notes consist of 2017 Convertible Notes, 2018 Convertible Notes and 2019 Convertible Notes as defined in Note 13 of the consolidated financial statements. The 2017 Convertible Notes are initially recognized at cost and subsequently remeasured at the end of each reporting period with the change in fair value recognized in the current period earnings. For the 2018 and 2019 Convertible Notes, the liability component of the convertible notes was initially measured at fair value and subsequently amortized to its redemption amount using the effective interest rate method. The Company, with the assistance of an independent third party valuation firm, determined the estimated fair value of its non-current available-for-sale investments and convertible notes that are recognized in the consolidated financial statements. |
Revenue recognition | (o) Revenue recognition Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to for those goods or services. Revenue is measured based on the amount of consideration that the Company expects to receive reduced by discounts, incentives and rebates. Revenue also excludes any amounts collected on behalf of third parties, including sales taxes and indirect taxes. The Company evaluates revenue from services and sales of goods to determine if it controls such services and goods to be the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The key indicators that the Company evaluates in determining gross versus net treatment include, but are not limited to, (i) which party is primarily responsible for fulfilling the promise to provide the specified good or service; (ii) which party bears inventory risks before the specified good or service has been transferred to a customer; and (iii) which party has discretion in establishing the price for the specified good or service. (i) Digital entertainment revenue The Company distributes online games, including self-developed games and licensed games from game developers, through its PC and mobile based applications and certain app stores. The Company offers many ways for users to purchase in-game virtual items, including the SeaMoney the gross proceeds collected from these channels revenue to be recognized by the Company and the amounts retained by these channels based on a predetermined percentage represent cost of revenue to be recognized by the Company. Proceeds from these sales are initially recognized as “Advances from customers” and subsequently reclassified to “Deferred revenue” when the users make in-game purchases of the virtual currencies or virtual items within the games operated by the Company and the in-game purchases are no longer refundable. Deferred revenue recognized as revenue during the respective years ended December 31, 2018 and December 31, 2019 was $246,278 and $450,394. For the licensed games, the Company records revenue inclusive of the royalties payable to game developers, which are based on revenue-sharing ratios, as it controls the service of providing the games to the users, and is primarily responsible to the customers and has latitude in establishing the pricing of the virtual items. Revenue is recognized over the performance obligation period. For purposes of determining the performance obligation period, the Company has determined that an implied obligation exists to the paying users to continue providing access to the purchased virtual goods within the online games over an estimated delivery obligation period. Such delivery obligation period is determined in accordance with the estimated average lifespan of the virtual goods sold, estimated average lifespan of the paying users or the estimated game licensing periods of the said games or similar games. a) Item-based revenue model Virtual items have different lifespan patterns: time-based, consumable and durable. Time-based virtual items are items with a stated expiration time, for which revenue is recognized ratably over the period based on the time unit of the virtual items. Consumable virtual items are items that can be consumed by a specific user action and have limitations on repeated use. Revenue attributable to consumable virtual items is recognized upon consumption. Durable virtual items are items that provide the user with continuing benefits over an extended period of time. Revenue attributable to durable virtual items is recognized ratably over their average lifespan, which are estimated based on the historical users’ usage pattern and playing behaviors for the virtual items. The Company assesses the estimated average lifespan of the durable virtual items on a quarterly basis. b) User-based revenue model The Company tracks paying users’ activeness within each game where the user-based revenue model is used to estimate paying users’ average lifespan. Paying users are defined as inactive when they have reached a period of inactivity for which it is reasonable to believe that these users will not return to a specific game. The Company determines the inactive rate of these paying users and revises the estimated average paying users lifespan on a quarterly basis. c) Game-based revenue model Revenue is recognized ratably over the estimated game licensing periods if there is no better estimation alternatives. The Company believes the current revenue models provide reasonable depiction of the service transferred patterns to the customers and they represent the best estimation of the time period the customers are likely to play the respective games. Determining the estimated service period is subjective and requires management’s judgment. Future users’ usage patterns and playing behavior may change and differ from the historical usage patterns and playing behaviour and therefore the estimated service period may change accordingly in the future. (ii) E-commerce The Company’s e-commerce business (“Shopee”) charges its sellers on its marketplace a fixed rate commission fee based on gross merchandise value in selected markets. Fees are charged when the transactions are completed and settled. Such commission fees charged is recognized on a net basis. The Company also provides logistic services to end customers. Revenue from logistic services are recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. Shopee operates a customer loyalty program, where end users who purchase merchandises and participate in activities through Shopee’s platform are given Shopee coins which entitle them to offset future purchases, participate in activities and redeem vouchers through Shopee’s platform. A portion of the revenue attributable to Shopee coins is deferred until they are redeemed, used or expired. The Company charges its sellers advertising fees through its paid ads service on Shopee platform. The paid ads service allows the sellers to bid for keywords that match their product or service listing appearing in search or browser results on Shopee marketplace. Their product or service listing will show higher in search rankings when users search for their bid keywords. Sellers prepay for paid ads services and the advertising income is recognized based on the number of clicks on the product or service listings during the service period. (iii) Digital financial services The Company earns commission from merchants when transactions are completed and settled through its digital financial services platform. Such commission are generally determined as a percentage based on the value of the merchandise being sold by the merchants. Commission is recognized in the consolidated statements of operations at the time when the underlying transaction is completed. (iv) Rendering of services The Company also recognizes revenue from other services when the services are rendered. (v) Sales of goods The Company recognizes revenue from sales of goods at the point in time that the customer obtains control of the goods, which generally occurs upon delivery to the customer. |
Cost of revenue | (p) Cost of revenue Cost of revenue consists primarily of purchase price of inventories, depreciation expenses, amortization expenses, channel costs, royalty expenses, hosting charges, payroll related costs, bank transaction fees, cost of logistics and the other overhead expenses. |
Advertising expenditure | (q) Advertising expenditure Advertising expenditure are expensed as incurred and are included in sales and marketing expenses. As part of the advertising expenditure, sales incentives given to end users as a result of a concurrent sale are recognized as reductions of the corresponding consideration that the Company expects to receive. To the extent the sales incentives exceed the corresponding consideration that the Company expects to receive, the excess will be recorded in sales and marketing expenses. |
Research and development expenses | (r) Research and development expenses Research and development expenses consist primarily of payroll and related personnel costs related to product development. Research and development expenses are expensed as incurred. |
Leases | (s) Leases On January 1, 2019, the Company adopted Topic 842 Leases using the modified retrospective approach and elected the package of practical expedients permitted under the transition guidance, which among other things, allowed the Company to carry forward the existing lease classification. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and the Company recognized lease expense for these leases on a straight-line basis over the lease term. The adoption of this new standard resulted in the recognition of operating lease right-of-use assets, operating lease liabilities (current) and operating lease liabilities (non-current) in the consolidated balance sheets without revising comparative information or disclosure, and has no impact to the consolidated statements of operations and cash flows. Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date. Finance lease assets are included in property and equipment, net, and finance lease liabilities are included in accrued expenses and other payables, current and non-current. All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements contain rent holidays and escalating rent are considered when determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease incentives. |
Income taxes | (t) Income taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies ASC 740, Accounting for Income Taxes The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of “income tax” in the consolidated statements of operations. |
Share-based compensation | (u) Share-based compensation All share-based compensation, including share options, restricted share awards, restricted share units and share appreciation rights under share incentive plan are accounted for under ASC 718, Compensation - Stock Compensation Forfeitures are accounted for as they occur. The Company, with the assistance of an independent third party valuation firm, determined the estimated fair value of the share options using the Black-Scholes pricing model (Note 14). |
Loss per share | (v) Loss per share In accordance with ASC 260, Earnings per Share Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the convertible notes using the if-converted method and ordinary shares, including partially paid shares, issuable upon the exercise of the share options, using the treasury stock method, when the impact is dilutive. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. |
Comprehensive Ioss | (w) Comprehensive loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive loss of the Company includes foreign currency translation adjustments related to the Company’s overseas subsidiaries and change in fair value of available-for-sale investments. |
Segment reporting | (x) Segment reporting The Company identifies a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. The Company has three operating and reportable segments: digital entertainment, e-commerce and digital financial services. Accordingly, the financial statements include segment information which reflects the current composition of the reportable segments in accordance with ASC 280, Segment Reporting |
Employee benefits | (y) Employee benefits (i) Defined contribution plan The Company participates in the national pension schemes as defined by the laws of the jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed. (ii) Employee leave entitlement Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly before twelve months after the end of the reporting period is recognized for services rendered by employees up to the end of the reporting period. |
Share Repurchase | (z) Share repurchase When the Company decides to cancel shares that are repurchased, the difference between the original issuance price and the repurchase price is debited into accumulated deficit. |
Recent accounting pronouncements | (za) Recent accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses Subsequently in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , Topic 815, Derivatives and Hedging , and Topic 825, Financial Instruments (“ASU 2019-04”), which clarifies certain aspects of accounting for credit losses, hedging activities, and financial instruments. This ASU allows the entity to measure the allowance for credit losses on accrued interest receivable balances separately from other components of the amortized cost basis of associated financial assets, and make an accounting policy election for allowance for/written off credit losses on accrued interest receivables and related disclosure. In addition, it also indicates that the measurement alternative in ASC 321 for equity securities without readily determinable fair values represents a nonrecurring fair value measurement under ASC 820, Fair Value Measurements and Disclosures ; therefore, such securities should be remeasured at fair value when an entity identifies an orderly transaction “for an identical or similar investment of the same issuer,” and applicable ASC 820 disclosures are required. The amendments also clarify such equity securities should be remeasured at historical exchange rates and the historical exchange rate used should be that at the later of the acquisition date or the most recent fair value measurement date. The Company will adopt ASU 2016-13 and ASU 2019-04 in its first quarter of 2020. The Company does not expect the adoption of ASU 2016-13 and ASU 2019-04 to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION [Abstract] | |
Significant Subsidiaries of Company and its Consolidated Variable Interest Entities | Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal activities 2018 2019 Subsidiaries held by the Company: Garena Limited (“Garena Cayman”) March 4, 2015 Cayman Islands 100 100 Investment holding company Shopee Southeast Asia Limited (“Shopee Cayman”) January 16, 2015 Cayman Islands 100 100 Investment holding company SeaMoney (Payment) Limited (“SeaMoney (Payment) Cayman” formerly known as Airpay Limited March 27, 2015 Cayman Islands 100 100 Investment holding company Garena Online Private Limited (“Garena Online”) May 8, 2009 Singapore 100 100 Game operations and software development Garena Ventures Private Limited February 23, 2015 Singapore 100 100 Investment holding company PT. Garena Indonesia December 6, 2012 Indonesia 100 100 Game operations Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal activities 2018 2019 Subsidiary held by Garena Cayman: Garena Online (Thailand) Co., Ltd. <3 August 18, 2011 Thailand 100 100 Game operations Garena Technology Private Limited Taiwan branch July 31, 2017 Taiwan 100 100 Game operations Variable interest entities held by Garena Cayman: Vietnam Esports and Entertainment Joint Stock Company <1 May 10, 2011 Vietnam 30 30 Game operations Subsidiaries held by Shopee Cayman: Shopee (Thailand) Co., Ltd. <3 February 2, 2015 Thailand 100 100 Online platform PT. Shopee International Indonesia August 5, 2015 Indonesia 100 100 Online platform Shopee Singapore Private Limited (“Shopee Singapore”) February 5, 2015 Singapore 100 100 Online platform Shopee Company Limited February 10, 2015 Vietnam 100 100 Online platform Entity Date of Place of incorporation Percentage of direct ownership by the Company Principal 2018 2019 Subsidiary held by Happymall Limited Shopee (Taiwan) Co., Ltd (“Shopee Taiwan”) <4 March 4, 2015 Taiwan – 100 Online platform Subsidiary held by SeaMoney (Payment) Cayman: AirPay (Thailand) Co., Ltd. <3 June 16, 2014 Thailand 100 100 Electronic payment services Variable interest entity held by SeaMoney (Payment) Cayman: Airpay Joint Stock Company (formerly known as Vietnam Esports Development Joint Stock Company) <2 June 9, 2009 Vietnam 30 18 Electronic payment services <1 he “Digital Entertainment VIE” <2 The “Digital Financial Service VIE” <3 ffective ownership in the case of Thailand entities <4 , the VIE Shareholder of Shopee Taiwan transferred its 100% equity interest in Shopee Taiwan to Happymall Limited |
Financial Information of VIEs | The following tables represent the financial information of the VIEs as of December 31, 2018 and 2019 and for the years ended December 31, 2017, 2018 and 2019 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group: As of December 31, 2018 $ 2019 $ ASSETS: Current assets: Cash and cash equivalents 144,155 111,831 Restricted cash 111,433 237,874 Accounts receivable, net 5,635 8,672 Prepaid expenses and other assets 74,954 25,586 Inventories, net 8,635 6,517 Short-term investments 690 30,324 Amounts due from intercompanies (1) 40,209 34,718 Total current assets 385,711 455,522 Non-current assets: Property and equipment, net 29,404 54,092 Operating lease right-of-use assets, net – 27,637 Intangible assets, net 438 300 Long-term investments 12,131 13,961 Prepaid expenses and other assets 17,869 14,312 Restricted cash 100 – Deferred tax assets 33,602 32,903 Total non-current assets 93,544 143,205 TOTAL ASSETS (2) 479,255 598,727 As of December 31, 2018 $ 2019 $ LIABILITIES: Current liabilities: Accounts payable 5,095 11,274 Accrued expenses and other payables 236,883 93,146 Advances from customers 4,832 6,116 Amount due to related parties 1,297 1,569 Short-term borrowings 856 1,258 Operating lease liabilities – 8,797 Deferred revenue 119,219 133,362 Income taxes payable 1,785 5,850 Amount due to intercompanies (1) 83,927 367,537 Total current liabilities 453,894 628,909 Non-current liabilities: Accrued expenses and other payables 1,630 1,357 Long-term borrowings 1,026 358 Operating lease liabilities - 20,129 Deferred revenue 72,439 49,325 Amount due to intercompanies (1) 258,183 12,980 Unrecognized tax benefits 2,522 976 Total non-current liabilities 335,800 85,125 Total liabilities 789,694 714,034 For the Years Ended December 31, 2017 $ 2018 $ 2019 $ Revenue - Third party customers 201,413 342,800 443,401 - Intercompanies 27,038 52,325 118,833 Net loss (91,124 ) (67,816 ) (2,108 ) For the Years Ended December 31, 2017 $ 2018 $ 2019 $ Net cash (used in) generated from operating activities (42,446 ) 67,275 (77,708 ) Net cash used in investing activities (22,509 ) (27,434 ) (69,181 ) Net cash generated from financing activities 149,435 97,398 199,406 (1) (2) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Estimated Useful Lives of Assets | Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: - Computers 3 to 4 years - Office equipment 3 years - Furniture and fittings 3 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Motor vehicles 6 to 10 years - Warehouse equipment 5 to years - Land use right 20 years - Building 15 years |
Estimated Useful Lives of Finite Lived Intangible Assets | Intangible assets with finite useful lives are amortized using the straight-line method over the estimated economic lives of the intangible assets as follows: - Licensing fee Over the shorter of licensing period or the estimated useful lives of the intangible assets - Trademarks 10 years - IP right 1 to 6 years - Software 3 to 6 years - Customer relationships 3 years - Software platforms 3 years |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for doubtful accounts consist of the following: December 31, 2018 $ 2019 $ Accounts receivable 100,182 191,118 Allowance for doubtful accounts (2,400 ) (4,083 ) 97,782 187,035 |
Analysis of Allowances for Doubtful Accounts | An analysis of the allowance for doubtful accounts is as follows: For the year ended December 31, 2017 $ 2018 $ 2019 $ Balance at the beginning of the year 195 1,830 2,400 Charged to expenses 1,867 2,205 4,687 Reversal (245 ) (47 ) (1,431 ) Write-off of accounts receivable (26 ) (1,588 ) (1,537 ) Exchange differences 39 – (36 ) Balance at the end of the year 1,830 2,400 4,083 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PREPAID EXPENSES AND OTHER ASSETS [Abstract] | |
Prepaid Expenses and Other Assets | December 31, 2018 $ 2019 $ Current: Deferred channel costs 71,707 232,384 Employee loans and advances 2,394 2,175 Other receivables 171,459 211,244 Prepaid cost of revenue, sales and marketing expense and others 23,669 41,311 Security deposits 2,144 1,902 Tax receivable 41,014 46,171 312,387 535,187 Non-current: Deferred channel costs 29,956 29,162 Other receivables 7,852 4,849 Prepaid licensing fee 56 5 Prepayment for purchase of property and equipment (including renovation-in-progress) 11,857 8,006 Security deposits 19,344 22,476 Others – 1,186 69,065 65,684 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Property and Equipment, Net | December 31, 2018 $ 2019 $ Computers 208,435 339,221 Office equipment, furniture and fittings 15,451 24,883 Leasehold improvements 63,781 129,298 Motor vehicles 5,074 14,624 Warehouse equipment – 3,464 Land use right – 20,598 Building – 814 292,741 532,902 Less: accumulated depreciation (100,384 ) (214,282 ) 192,357 318,620 |
Depreciation Expenses | Depreciation expenses recognized for each of the three years ended December 31, 2017, 2018 and 2019 were $23,353, $54,902 and $116,783, respectively, and were included in the following captions: For the year ended December 31, 2017 $ 2018 $ 2019 $ Cost of revenue 12,407 31,203 80,245 Sales and marketing expenses 1,198 3,712 3,200 General and administrative expenses 9,248 19,009 31,282 Research and development expenses 500 978 2,056 23,353 54,902 116,783 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
LEASES [Abstract] | |
Information Pertaining to Lease | Information pertaining to lease amounts recognized in our consolidated financial statements is summarized as follows: For the year ended December 31, 2019 Operating lease cost: _ $ _ Operating lease cost 51,403 Short-term lease cost 4,669 56,072 Finance lease cost: Amortization of lease assets 1,168 Interest on lease liabilities 532 1,700 Total lease cost 57,772 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information Operating cash flows from operating leases 41,237 Right-of-use obtained in exchange for new operating lease liabilities 99,129 Right-of-use obtained in exchange for new finance lease liabilities 8,558 |
Weighted-Average Remaining Lease Term | Weighted-average remaining lease term (years) Operating leases 4.43 Finance leases 3.42 |
Maturities of Lease Liabilities | Operating leases Finance leases As of December 31, 2019: _ $ _ _ $ _ Maturities of lease liabilities 2020 59,410 2,719 2021 58,378 2,545 2022 52,128 2,545 2023 44,222 1,060 2024 14,096 – After 2024 18,096 – Total lease payments 246,330 8,869 Less: Imputed interest (46,010 ) (1,607 ) Present value of lease liabilities 200,320 7,262 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INTANGIBLE ASSETS, NET [Abstract] | |
Intangible Assets | The following table presents the Company’s intangible assets as of the respective balance sheet dates: Licensing fee $ IP right $ Trademarks $ Others $ Total $ Balance at January 1, 2018 16,312 9,248 10,145 1,628 37,333 Additions 3,221 406 – 1,618 5,245 Amortization expense (17,573 ) (4,348 ) (1,068 ) (837 ) (23,826 ) Impairment (112 ) (5,054 ) – – (5,166 ) Disposal – – – (245 ) (245 ) Exchange differences (280 ) (128 ) – (46 ) (454 ) Balance at January 1, 2019 1,568 124 9,077 2,118 12,887 Additions 6,045 – – 838 6,883 Amortization expense (2,653 ) (124 ) (1,068 ) (1,004 ) (4,849 ) Written-off – – – (2 ) (2 ) Exchange differences 85 – – 16 101 Balance at December 31, 2019 5,045 – 8,009 1,966 15,020 |
Estimated Aggregate Amortization Expenses | The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as follows: Licensing fee $ IP right $ Trademarks $ Others $ Total $ 2020 2,838 – 1,068 904 4,810 2021 1,314 – 1,068 609 2,991 2022 440 – 1,068 382 1,890 2023 258 – 1,068 71 1,397 2024 195 – 1,068 – 1,263 Thereafter – – 2,669 – 2,669 5,045 – 8,009 1,966 15,020 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INVESTMENTS [Abstract] | |
Movement of Equity Investments | Set out below are movement of equity investments during the years ended December 31, 2017, 2018 and 2019. -- $ Balance at January 1, 2017 25,833 Additions 4,101 Share of results (1,912) Share of other comprehensive income 303 Less: disposals and transfers (17,198) Less: transfer upon acquisition of controlling interest in an associated company (2,387) Balance at December 31, 2017 8,740 Additions 24,872 Share of results (3,066) Share of other comprehensive loss (1,097) Distribution from investment (578) Impairment (2,562) Balance at December 31, 2018 26,309 Additions 13,787 Share of results (3,239) Share of other comprehensive loss (315) Distribution from investment (453) Disposal (523) Impairment (68) Balance at December 31, 2019 35,498 |
ACCRUED EXPENSES AND OTHER PA_2
ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ACCRUED EXPENSES AND OTHER PAYABLES [Abstract] | |
Components of Accrued Expenses and Other Payables | The components of accrued expenses and other payables are as follows: December 31, 2018 $ 2019 $ Current: Accrued cost of revenue and sales and marketing expenses 122,679 242,268 Accrued interest for convertible notes – 1,374 Accrued office-related operating expenses 15,134 2,745 Business and other taxes payables 8,687 19,345 Other payables 76,542 92,590 Escrow payables 333,768 513,864 Payroll and welfare payable 36,592 65,969 Payable for property and equipment 28,246 18,020 Others 15,232 22,677 Finance lease liability – 1,953 636,880 980,805 Non-current: Others 7,894 20,493 Finance lease liability – 5,309 7,894 25,802 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
BORROWINGS [Abstract] | |
Borrowing and Interest Rate and Repayment Term | December 31, 2018 $ 2019 $ Current 856 1,258 Non-current 1,026 358 1,882 1,616 The loans are unsecured and bears the following interest rate and repayment term: 2018 2019 Interest rate (%) per annum 9.00 to 12.29 8.00 to 12.69 Repayment date From October 2020 August 2021 From October 2020 August 2021 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
CONVERTIBLE NOTES [Abstract] | |
Convertible Debts | December 31, 2018 $ 2019 $ Current: 2017 Convertible Notes – 29,481 – 29,481 Non-current: 2017 Convertible Notes 636,716 – 2018 Convertible Notes 425,080 453,215 2019 Convertible Notes – 903,117 1,061,796 1,356,332 |
Issuance of Convertible Notes and Terms | The Company also issued the following convertible notes and the terms are as follow: 2018 Convertible Notes 2019 Convertible Notes Issuance date June 18, 2018 November 18, 2019 Maturity date July 1, 2023 December 1, 2024 Principal amount $575,000 $1,150,000 Interest rate 2.25% 1.00% Initial conversion rate 50.5165 ADSs per $1 principal amount, equivalent to $19.80 per ADS 19.9475 ADSs per $1 principal amount, equivalent to $50.13 per ADS Agreed conversion date January 1, 2023 June 1, 2024 |
Convertible Notes With Cash Conversion Option | The 2018 Convertible Notes and 2019 Convertible Notes were accounted for under ASC 470-20 Cash Conversion Subsections as follow: 2018 Convertible Notes 2019 Convertible Notes Liability component $ 410,926 $ 897,918 Effective interest rate 9.38 % 6.03 % Equity component $ 152,714 $ 240,582 Debt issuance cost, allocated in proportion to the allocation of proceeds $ 11,360 $ 11,500 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SHARE BASED COMPENSATION [Abstract] | |
Employee Share Option Activity | The following table summarizes the Company’s employee share option activity under the Plan: Number of Weighted Weighted Aggregate _ _ Years _ _ Outstanding, January 1, 2017 17,946,980 3.05 Granted 1,915,000 14.19 Exercised (7,288,275 ) 2.57 Forfeited (920,192 ) 4.01 Outstanding, December 31, 2017 11,653,513 5.11 6.90 97,415 Vested and expected to vest at December 31, 2017 11,653,513 5.11 Exercisable as of December 31, 2017 7,136,252 3.02 6.28 73,599 Outstanding, January 1, 2018 11,653,513 5.11 Granted 26,500,000 15.00 Exercised (2,117,647 ) 2.16 Forfeited (328,984 ) 14.03 Outstanding, December 31, 2018 35,706,882 12.54 8.38 58,007 Vested and expected to vest at December 31, 2018 35,706,882 12.54 Exercisable as of December 31, 2018 8,748,351 5.25 6.03 56,918 Outstanding, January 1, 2019 35,706,882 12.54 Granted 15,327,884 15.00 Exercised (3,736,976 ) 5.58 Forfeited (109,236 ) 14.24 Outstanding, December 31, 2019 47,188,554 13.89 8.18 1,242,496 Vested and expected to vest at December 31, 2019 47,188,554 13.89 Exercisable as of December 31, 2019 19,664,736 12.35 7.35 548,035 |
Assumptions Used for Estimated Fair Value of Options | The Company calculated the estimated fair value of the options on the respective grant dates using the Black-Scholes option pricing model with the following assumptions. Granted in 2017 Granted in 2018 Granted in 2019 Risk-free interest rates 1.99% – 2.25% 2.75% – 2.92% 2.34% – 2.68% Expected term 5.5 – 7 years 5 – 7 years 5.5 – 8.5 years Expected volatility 34.3% – 37.0% 33.3% – 35.2% 33.0% – 35.0% Expected dividend yield – – – Fair value of share options $4.84 – $6.57 $2.52 – $3.52 $4.58 – $13.59 |
RSAs/RSUs Activity | The following table summarizes the Company’s RSAs/RSUs activity under the Plan: Number of Weighted Weighted Aggregate _ _ Years _ _ Unvested, January 1, 2017 313,330 12.97 9.80 4,184 Granted 950,000 15.15 Vested (435,623 ) 14.96 Forfeited (7,500 ) 13.05 Unvested, December 31, 2017 and January 1, 2018 820,207 14.43 9.60 10,933 Granted 4,983,162 12.30 Vested (309,644 ) 13.93 Forfeited (738,753 ) 13.75 Unvested, December 31, 2018 and January 1, 2019 4,754,972 12.34 9.17 53,826 Granted 6,249,313 20.50 Vested (2,131,415 ) 13.67 Forfeited (791,433 ) 15.22 Unvested, December 31, 2019 8,081,437 18.02 8.93 325,035 |
Total Compensation Expense of RSAs, RSUs and SARs Granted to Employees | Total compensation expense relating to share options, RSAs, RSUs and SARs granted to employees after deducting forfeitures recognized for the years ended December 31, 2017, 2018 and 2019 is as follows: For the year ended December 31, 2017 2018 2019 _ _ _ _ _ _ Share options: Cost of revenue 1,213 1,292 244 Sales and marketing expenses 689 795 156 General and administrative expenses 18,512 39,654 71,787 Research and development expenses 1,407 1,142 567 21,821 42,883 72,754 Cash received for the exercise in the respective years 18,708 4,574 20,867 RSAs/ RSUs: Cost of revenue 446 2,018 1,714 Sales and marketing expenses – 1,899 3,017 General and administrative expenses 6,369 7,670 26,761 Research and development expenses – 3,545 11,429 6,815 15,132 42,921 SARs: Cost of revenue – 24 319 Sales and marketing expenses – 52 749 General and administrative expenses – 30 313 Research and development expenses – – 13 – 106 1,394 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) by component, net of tax of nil, are as follows: Unrealized Foreign Total - - - Balance as of January 1, 2017 – 8,587 8,587 Current year other comprehensive income – 1,970 1,970 Reclassification adjustments for net gain and translation adjustments realized in net income – 144 144 Balance as of December 31, 2017 – 10,701 10,701 Current year other comprehensive income (loss) 18,269 (13,771) 4,498 Balance as of December 31, 2018 18,269 (3,070) 15,199 Current year other comprehensive (loss) income (12,869) 3,119 (9,750) Balance as of December 31, 2019 5,400 49 5,449 |
RESTRICTED NET ASSETS (Tables)
RESTRICTED NET ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
RESTRICTED NET ASSETS [Abstract] | |
Schedule of Movement of Statutory Reserve | The movement of statutory reserve during the years ended December 31, are as follows: December 31, 2018 $ 2019 $ At the beginning of the financial year 46 46 Transferred from retained earnings – – At the end of the financial year 46 46 |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
TAXATION [Abstract] | |
Income Tax Expense | Income tax expense comprises: For the year ended December 31, 2017 $ 2018 $ 2019 $ Current income tax 6,903 7,949 56,296 Deferred tax (8,753 ) (19,797 ) (4,333 ) Withholding tax expense 12,595 15,936 33,901 10,745 4,088 85,864 |
Reconciliation of Income Tax at Statutory Corporate Income Tax Rate | The reconciliation of tax computed by applying the tax rate of 17% which is also the statutory corporate income tax rate for its Singapore’s corporate office for the years ended December 31, 2017, 2018 and 2019 is as follows: For the year ended December 31, 2017 $ 2018 $ 2019 $ Loss before income tax and share of results of equity investees (548,509 ) (953,880 ) (1,368,619 ) Tax expense computed at tax rate of 17% (93,247 ) (162,160 ) (232,665 ) Changes in valuation allowance 91,017 197,257 265,776 Non-deductible expenses 2,211 1,797 4,207 Effect of concessionary tax rate and tax reliefs (3,072 ) (6,139 ) (42,404 ) Withholding tax expense 12,595 15,936 33,901 Foreign earnings at different tax rates 4,104 (38,099 ) 60,721 Others (2,863 ) (4,504 ) (3,672 ) 10,745 4,088 85,864 |
Significant Components of Deferred Taxes | The significant components of deferred taxes are as follows: December 31, 2018 $ 2019 $ Deferred tax assets: Property and equipment 1,291 4,380 Advances from customers 283 507 Deferred revenue 72,970 93,956 Unutilized tax losses and unused capital allowances 346,369 586,944 Others 6,681 16,922 Valuation allowance (354,462 ) (619,272 ) Total deferred tax assets 73,132 83,437 Property and equipment (954 ) (1,002 ) Intangible assets (1,998 ) (2,577 ) Deferred channel costs (7,300 ) (9,448 ) Others (257 ) (1,045 ) Total deferred tax liabilities (10,509 ) (14,072 ) Net deferred tax assets 62,623 69,365 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
LOSS PER SHARE [Abstract] | |
Basic and Diluted Loss per Share | Basic and diluted loss per share for each of the periods presented is calculated as follows: For the year ended December 31, 2017 $ 2018 $ 2019 $ Numerator: Net loss attributable to ordinary shareholders (560,485 ) (961,241 ) (1,462,799 ) Denominator: Weighted-average number of shares outstanding—basic and diluted 205,727,195 338,472,987 436,601,801 Basic and diluted loss per share: (2.72 ) (2.84 ) (3.35 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
Related Party Transactions and Balances | (a) Related parties (1) Name of related parties Relationship with the Company i) Tencent Limited and its affiliates (“Tencent”) A shareholder of the Company ii) Vietnam Payment Solutions JSC (“VN Pay”) (2) An associated company iii) Shanghai Wuju Information Technology Co., Ltd. (“Wuju”) An associated company iv) Vexere Joint Stock Company (“Vexere”) An associated Company v) Directors and the key management Key Management (1) (2) (b) The Company had the following significant related party transactions for the years ended December 31, 2017, 2018 and 2019: 2017 $ 2018 $ 2019 $ Royalty fee and license fee to: - Tencent 70,470 96,713 122,234 Royalty fee and license fee from: - Tencent 262 3,629 1,602 Rack rental income from: - Tencent 1,007 677 438 Services provided by: - VN Pay 149 – – - Tencent 1,012 13,066 19,005 Purchase of merchandise goods from: - VN Pay 2,898 – – Sales of goods to: - VN Pay 679 – – Loans provided to: - Wuju 422 – – Repayment of loans from: - Wuju 953 – – - VN Pay 1,784 – – Issuance of convertible notes to: - Tencent 100,000 50,000 – Interest expense to: - Tencent 4,153 2,092 563 Conversion of convertible notes (principal amount) by: - Tencent – – 100,000 Promissory notes extended to: - Key management 9,768 – – Repayment of promissory notes from: - Key management 16,178 – – Interest income received from: - Key management 774 – – (c) The Company had the following significant related party balances for the years ended December 31, 2018 and 2019: December 31, 2018 $ 2019 $ Amounts due from related parties: Current: - Tencent 5,224 477 Convertible notes (principal amount) due to: Non-current: - Tencent 150,000 – Amount due to related parties: Current: - Tencent 46,025 34,970 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SEGMENT REPORTING [Abstract] | |
Information about Segments | Information about segments for the years ended December 31, 2017, 2018 and 2019 presented were as follows: For the Year ended December 31, 2017 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ Consolidated $ Revenue 365,167 9,034 16,270 23,719 – 414,190 Operating income (loss) 45,637 (452,233 ) (38,038 ) (21,199 ) (36,523 ) (502,356 ) Non-operating loss, net (46,153 ) Income tax expense (10,745 ) Share of results of equity investees (1,912 ) Net loss (561,166 ) For the Year ended December 31, 2018 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ Consolidated $ Revenue 462,464 269,578 11,458 83,468 – 826,968 Operating income (loss) 69,449 (893,489 ) (34,056 ) (62,548 ) (68,124 ) (988,768 ) Non-operating income, net 34,888 Income tax expense (4,088 ) Share of results of equity investees (3,066 ) Net loss (961,034 ) For the Year ended December 31, 2019 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ 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) |
Revenue from External Customers Based on Geographical Locations | Revenue from external customers is classified based on the geographical locations where the services were provided. With the continuous growth of the business, the revenue and long-lived assets’ segment reporting were revised to better reflect the contribution from each region. The 2017 and 2018 segment information has been restated to conform to the current year presentation. For the Year Ended December 31, 2017 $ 2018 $ 2019 $ Revenue Southeast Asia 279,167 581,336 1,378,141 Latin America 1,850 14,713 282,618 Rest of Asia 133,173 229,773 489,291 Rest of the world – 1,146 25,328 Consolidated revenue 414,190 826,968 2,175,378 |
Long-Lived Assets | Long-lived assets consist of property and equipment, operating lease right-of-use assets and intangible assets. As at December 31, 2018 $ 2019 $ Long-lived assets Southeast Asia 181,882 389,997 Rest of Asia 23,350 119,043 Rest of the world 12 7,565 205,244 516,605 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Values of Assets and Liabilities | Assets and liabilities measured at fair value on a recurring basis are summarized below: Fair value measurement at December 31, 2018 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Cash equivalents 10,137 – – 10,137 Money market funds 304,335 – – 304,335 Short-term investments 690 – – 690 Available-for-sale investments – non-current – – 70,374 70,374 2017 Convertible Notes – – (636,716 ) (636,716 ) Share appreciation rights (106 ) – – (106 ) 315,056 – (566,342 ) (251,286 ) Fair value measurement at December 31, 2019 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Cash equivalents 55,723 – – 55,723 Money market funds 537,615 – – 537,615 Short-term investments 30,324 – 72,000 102,324 Time deposits – non-current 216 – – 216 Available-for-sale investments – non-current – – 56,418 56,418 2017 Convertible Notes – – (29,481 ) (29,481 ) Share appreciation rights (1,500 ) – – (1,500 ) 622,378 – 98,937 721,315 |
Level 3 Instruments Measured at Fair Value on a Recurring Basis | Level 3 instruments measured at fair value on a recurring basis $ Assets: Available-for-sale investments Current: Balance at January and January – Investment during 72,000 Balance at December 72,000 Non-current: Balance at January 2,388 Investment during 18,000 Impairment loss (1,147 ) Exchange differences 8 Balance at December 19,249 Investment during 33,000 Impairment loss (144 ) Unrealized fair value gain included in other comprehensive loss 18,269 Balance at December 70,374 Impairment loss (1,087 ) Unrealized fair value loss included in other comprehensive loss (12,869 ) Balance at December 56,418 Liabilities Convertible notes Balance at January – Convertible notes issued during the year (675,000 ) Fair value loss (51,950 ) Balance at December (726,950 ) Fair value gain 41,259 Conversion into Class A ordinary shares (Note (a)) 48,975 Balance at December (636,716 ) Fair value loss (472,877 ) Conversion into Class A ordinary shares (Note (a)) 1,080,112 Balance at December (29,481 ) |
PARENT COMPANY ONLY CONDENSED_2
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS [Abstract] | |
Condensed Balance Sheets | Condensed balance sheets As of December 31, 2018 $ 2019 $ ASSETS Current assets Cash and cash equivalents 519,107 1,898,588 Prepaid expenses and other assets 24,329 28,343 Amounts due from subsidiaries 2,052,292 3,613,656 Total current assets, representing total assets 2,595,728 5,540,587 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accrued expenses and other payables 8,467 9,797 Amounts due to subsidiaries 41,638 42,582 Convertible notes – 29,481 Total current liabilities 50,105 81,860 Non-current liabilities Loss in excess of investments 1,726,966 2,939,971 Convertible notes 1,061,796 1,356,332 Total non-current liabilities 2,788,762 4,296,303 Total liabilities 2,838,867 4,378,163 Shareholders’ equity Class A Ordinary shares (Par value of US$0.0005 per share; Authorized: 14,800,000,000 and 14,800,000,000 shares as of December 31, 2018 and 2019, respectively; Issued and outstanding: 190,423,065 and 311,068,949 shares as of December 31, 2018 and 2019, respectively) 94 154 Class B Ordinary shares (Par value of US$0.0005 per share; Authorized: 200,000,000 and 200,000,000 shares as of December 31, 2018 and 2019, respectively; Issued and outstanding: 152,175,703 and 152,175,703 shares as of December 31, 2018 and 2019, respectively) 76 76 Additional paid-in capital 1,809,232 4,687,284 Accumulated other comprehensive loss 15,199 5,449 Statutory reserves 46 46 Accumulated deficit (2,067,786 ) (3,530,585 ) Total shareholders’ (deficit) equity (243,139 ) 1,162,424 Total liabilities and shareholders’ (deficit) equity 2,595,728 5,540,587 |
Condensed Statement of Operations | Condensed statements of operations Year ended December 31, 2017 $ 2018 $ 2019 $ Operating expenses (41,369 ) (62,671 ) (124,197 ) Interest income 1,538 7,447 18,934 Other income 983 1,797 1,860 Interest expense (26,460 ) (31,142 ) (47,644 ) Foreign exchange gain (loss) 1,072 (45 ) 14 Investment gain 3,374 4,335 371,289 Fair value (loss) gain on convertible notes (51,950 ) 41,259 (472,877 ) Loss before income tax and share of results of equity investees (112,812 ) (39,020 ) (252,621 ) Income tax expense – – – Share of results of equity investees (447,673 ) (922,221 ) (1,210,178 ) Net loss (560,485 ) (961,241 ) (1,462,799 ) |
Condensed Statements of Comprehensive Loss | Condensed statements of comprehensive loss Year ended December 31, 2017 $ 2018 $ 2019 $ Net loss (560,485 ) (961,241 ) (1,462,799 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Translation gain (loss) 1,970 (13,771 ) 3,119 Reclassification adjustment for net translation adjustments realized in net income 144 – - Net change 2,114 (13,771 ) 3,119 Available-for-sale investments: Change in unrealized gain (loss) – 18,269 (12,869 ) Net change – 18,269 (12,869 ) Total comprehensive loss, net of tax (558,371 ) (956,743 ) (1,472,549 ) |
Condensed Statements of Cash Flows | Condensed statements of cash flows Year ended December 31, 2017 $ 2018 $ 2019 $ Net cash generated from (used in) operating activities 6,845 (34,930 ) 354,050 Net cash used in investing activities (664,483 ) (1,060,969 ) (1,554,811 ) Net cash generated from financing activities 1,635,224 569,510 2,580,242 Net increase (decrease) in cash 977,586 (526,389 ) 1,379,481 Cash at beginning of the year 67,910 1,045,496 519,107 Cash at end of the year 1,045,496 519,107 1,898,588 |
Condensed Financial Statements, Captions [Line Items] | |
Convertible Debts | December 31, 2018 $ 2019 $ Current: 2017 Convertible Notes – 29,481 – 29,481 Non-current: 2017 Convertible Notes 636,716 – 2018 Convertible Notes 425,080 453,215 2019 Convertible Notes – 903,117 1,061,796 1,356,332 |
Issuance of Convertible Notes and Terms | The Company also issued the following convertible notes and the terms are as follow: 2018 Convertible Notes 2019 Convertible Notes Issuance date June 18, 2018 November 18, 2019 Maturity date July 1, 2023 December 1, 2024 Principal amount $575,000 $1,150,000 Interest rate 2.25% 1.00% Initial conversion rate 50.5165 ADSs per $1 principal amount, equivalent to $19.80 per ADS 19.9475 ADSs per $1 principal amount, equivalent to $50.13 per ADS Agreed conversion date January 1, 2023 June 1, 2024 |
Convertible Notes With Cash Conversion Option | The 2018 Convertible Notes and 2019 Convertible Notes were accounted for under ASC 470-20 Cash Conversion Subsections as follow: 2018 Convertible Notes 2019 Convertible Notes Liability component $ 410,926 $ 897,918 Effective interest rate 9.38 % 6.03 % Equity component $ 152,714 $ 240,582 Debt issuance cost, allocated in proportion to the allocation of proceeds $ 11,360 $ 11,500 |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Convertible Debts | December 31, 2018 $ 2019 $ Current: 2017 Convertible Notes – 29,481 – 29,481 Non-Current: 2017 Convertible Notes 636,716 – 2018 Convertible Notes 425,080 453,215 2019 Convertible Notes – 903,117 1,061,796 1,356,332 |
Issuance of Convertible Notes and Terms | The Company also issued the following convertible notes and the terms are as follow: 2018 Convertible Notes 2019 Convertible Notes Issuance date - - Maturity date July 1, 2023 December 1, 2024 Principal amount $ 575,000 $ 1,150,000 Interest rate 2.25 % 1.00 % Initial conversion rate 50.5165 ADSs per $ principal amount, equivalent to $ per ADS 19.9475 ADSs per $ principal amount, equivalent to $ per ADS Agreed conversion date January 1, 2023 June 1, 2024 |
Convertible Notes With Cash Conversion Option | The 2018 Convertible Notes and 2019 Convertible Notes for under ASC 470-20 Cash Conversion Subsections 2018 Convertible Notes 2019 Convertible Notes Liability component $ 410,926 $ 897,918 Effective interest rate 9.38 % 6.03 % Equity component $ 152,714 $ 240,582 Debt issuance cost, allocated in proportion to the allocation of proceeds $ 11,360 $ 11,500 |
ORGANIZATION, Summary of Signif
ORGANIZATION, Summary of Significant Subsidiaries of Company and its Consolidated Variable Interest Entities (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Place of incorporation | E9 | ||
Garena Online (Thailand) Co., Ltd. [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | [1] | Aug. 18, 2011 | |
Place of incorporation | [1] | W1 | |
Percentage of direct ownership by the company | [1] | 100.00% | 100.00% |
Principal activities | [1] | Game operations | |
Garena Technology Priate Limited Taiwan branch [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Jul. 31, 2017 | ||
Place of incorporation | F5 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Game operations | ||
Shopee (Thailand) Co., Ltd. [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | [1] | Feb. 2, 2015 | |
Place of incorporation | [1] | W1 | |
Percentage of direct ownership by the company | [1] | 100.00% | 100.00% |
Principal activities | [1] | Online platform | |
PT. Shopee International Indonesia [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Aug. 5, 2015 | ||
Place of incorporation | K8 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Online platform | ||
Shopee Singapore Private Limited ("Shopee Singapore") [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Feb. 5, 2015 | ||
Place of incorporation | U0 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Online platform | ||
Shopee Company Limited [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Feb. 10, 2015 | ||
Place of incorporation | Q1 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Online platform | ||
Shopee (Taiwan) Co., Ltd ("Shopee Taiwan") [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | [2] | Mar. 4, 2015 | |
Place of incorporation | [2] | F5 | |
Percentage of direct ownership by the company | [2] | 100.00% | 0.00% |
Principal activities | [2] | Online platform | |
AirPay (Thailand) Co., Ltd. [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | [1] | Jun. 16, 2014 | |
Place of incorporation | [1] | W1 | |
Percentage of direct ownership by the company | [1] | 100.00% | 100.00% |
Principal activities | [1] | Electronic payment services | |
Vietnam Esports and Entertainment Joint Stock Company [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | [3] | May 10, 2011 | |
Place of incorporation | [3] | Q1 | |
Percentage of direct ownership by the company | [3] | 30.00% | 30.00% |
Principal activities | [3] | Game operations | |
Airpay Joint Stock Company (formerly known as Vietnam Esports Development Joint Stock Company) [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | [4] | Jun. 9, 2009 | |
Place of incorporation | [4] | Q1 | |
Percentage of direct ownership by the company | [4] | 18.00% | 30.00% |
Principal activities | [4] | Electronic payment services | |
Garena Limited ("Garena Cayman") [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Mar. 4, 2015 | ||
Place of incorporation | E9 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Investment holding company | ||
Shopee Southeast Asia Limited ("Shopee Cayman") [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Jan. 16, 2015 | ||
Place of incorporation | E9 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Investment holding company | ||
SeaMoney (Payment) Limited ("SeaMoney (Payment) Cayman" formerly known as "Airpay Limited" [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Mar. 27, 2015 | ||
Place of incorporation | E9 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Investment holding company | ||
Garena Online Private Limited ("Garena Online") [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | May 8, 2009 | ||
Place of incorporation | U0 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Game operations and software development | ||
Garena Ventures Private Limited [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Feb. 23, 2015 | ||
Place of incorporation | U0 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Investment holding company | ||
PT. Garena Indonesia [Member] | |||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Date of incorporation/acquisition | Dec. 6, 2012 | ||
Place of incorporation | K8 | ||
Percentage of direct ownership by the company | 100.00% | 100.00% | |
Principal activities | Game operations | ||
[1] | Effective ownership in the case of Thailand entities | ||
[2] | In 2019, the VIE Shareholder of Shopee Taiwan transferred its 100% equity interest in Shopee Taiwan to Happymall Limited | ||
[3] | The “Digital Entertainment VIE” | ||
[4] | The “Digital Financial Service VIE” |
ORGANIZATION, VIE Structure and
ORGANIZATION, VIE Structure and Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Total fee billed | $ 90,510 | $ 74,875 | $ 62,477 | |
Aggregate carrying amounts of total assets | 5,224,169 | 2,192,669 | ||
Aggregate carrying amounts of total liabilities | 4,051,517 | 2,432,124 | ||
VIEs [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Aggregate carrying amounts of total assets | [1] | 598,727 | 479,255 | |
Aggregate carrying amounts of total liabilities | $ 714,034 | $ 789,694 | ||
Vietnam [Member] | Maximum [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Percentage of direct or indirect shares or capital held | 49.00% | |||
[1] | These assets can be used only to settle the obligations of the respective VIEs. |
ORGANIZATION, Summary of Financ
ORGANIZATION, Summary of Financial Information of VIEs Before Eliminating Intercompany Balances and Transactions Between VIEs and Other Entities within Group (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Current assets [Abstract] | ||||
Cash and cash equivalents | $ 3,118,988 | $ 1,002,841 | ||
Restricted cash | 434,938 | 254,100 | ||
Accounts receivable, net | 187,035 | 97,782 | ||
Prepaid expenses and other assets | 535,187 | 312,387 | ||
Inventories, net | 26,932 | 37,689 | ||
Short-term investments | 102,324 | 690 | ||
Total current assets | 4,410,139 | 1,710,713 | ||
Non-current assets [Abstract] | ||||
Property and equipment, net | 318,620 | 192,357 | ||
Operating lease right-of-use assets, net | 182,965 | 0 | ||
Intangible assets, net | 15,020 | 12,887 | $ 37,333 | |
Long-term investments | 113,797 | 111,022 | ||
Prepaid expenses and other assets | 65,684 | 69,065 | ||
Restricted cash | 16,652 | 2,371 | ||
Deferred tax assets | 70,340 | 63,302 | ||
Total non-current assets | 814,030 | 481,956 | ||
Total assets | 5,224,169 | 2,192,669 | ||
Current liabilities [Abstract] | ||||
Accounts payable | 69,370 | 37,163 | ||
Accrued expenses and other payables | 980,805 | 636,880 | ||
Advances from customers | 65,062 | 29,355 | ||
Amount due to related parties | 34,990 | 46,025 | ||
Short-term borrowings | 1,258 | 856 | ||
Operating lease liabilities | 56,320 | 0 | ||
Deferred revenue | 1,097,868 | 426,675 | ||
Income taxes payable | 27,212 | 9,539 | ||
Total current liabilities | 2,362,366 | 1,186,493 | ||
Non-current liabilities [Abstract] | ||||
Accrued expenses and other payables | 25,802 | 7,894 | ||
Long-term borrowings | 358 | 1,026 | ||
Operating lease liabilities | 144,000 | 0 | ||
Deferred revenue | 160,708 | 171,262 | ||
Unrecognized tax benefits | 976 | 2,974 | ||
Total non-current liabilities | 1,689,151 | 1,245,631 | ||
Total liabilities | 4,051,517 | 2,432,124 | ||
Revenue [Abstract] | ||||
Revenue | 2,175,378 | 826,968 | 414,190 | |
Net loss | (1,457,722) | (961,034) | (561,166) | |
VIEs [Member] | ||||
Current assets [Abstract] | ||||
Cash and cash equivalents | 111,831 | 144,155 | ||
Restricted cash | 237,874 | 111,433 | ||
Accounts receivable, net | 8,672 | 5,635 | ||
Prepaid expenses and other assets | 25,586 | 74,954 | ||
Inventories, net | 6,517 | 8,635 | ||
Short-term investments | 30,324 | 690 | ||
Amounts due from intercompanies | [1] | 34,718 | 40,209 | |
Total current assets | 455,522 | 385,711 | ||
Non-current assets [Abstract] | ||||
Property and equipment, net | 54,092 | 29,404 | ||
Operating lease right-of-use assets, net | 27,637 | 0 | ||
Intangible assets, net | 300 | 438 | ||
Long-term investments | 13,961 | 12,131 | ||
Prepaid expenses and other assets | 14,312 | 17,869 | ||
Restricted cash | 0 | 100 | ||
Deferred tax assets | 32,903 | 33,602 | ||
Total non-current assets | 143,205 | 93,544 | ||
Total assets | [2] | 598,727 | 479,255 | |
Current liabilities [Abstract] | ||||
Accounts payable | 11,274 | 5,095 | ||
Accrued expenses and other payables | 93,146 | 236,883 | ||
Advances from customers | 6,116 | 4,832 | ||
Amount due to related parties | 1,569 | 1,297 | ||
Short-term borrowings | 1,258 | 856 | ||
Operating lease liabilities | 8,797 | 0 | ||
Deferred revenue | 133,362 | 119,219 | ||
Income taxes payable | 5,850 | 1,785 | ||
Amount due to intercompanies | [1] | 367,537 | 83,927 | |
Total current liabilities | 628,909 | 453,894 | ||
Non-current liabilities [Abstract] | ||||
Accrued expenses and other payables | 1,357 | 1,630 | ||
Long-term borrowings | 358 | 1,026 | ||
Operating lease liabilities | 20,129 | 0 | ||
Deferred revenue | 49,325 | 72,439 | ||
Amount due to intercompanies | [1] | 12,980 | 258,183 | |
Unrecognized tax benefits | 976 | 2,522 | ||
Total non-current liabilities | 85,125 | 335,800 | ||
Total liabilities | 714,034 | 789,694 | ||
Revenue [Abstract] | ||||
Net loss | (2,108) | (67,816) | (91,124) | |
Net cash (used in) generated from operating activities | (77,708) | 67,275 | (42,446) | |
Net cash used in investing activities | (69,181) | (27,434) | (22,509) | |
Net cash generated from financing activities | 199,406 | 97,398 | 149,435 | |
VIEs [Member] | Third Party Customers [Member] | ||||
Revenue [Abstract] | ||||
Revenue | 443,401 | 342,800 | 201,413 | |
VIEs [Member] | Inter-companies [Member] | ||||
Revenue [Abstract] | ||||
Revenue | $ 118,833 | $ 52,325 | $ 27,038 | |
[1] | Amounts due from or to intercompanies consist of intercompany receivables or payables to the other companies within the group arising from intercompany transactions, and funds advanced for working capital purpose. | |||
[2] | These assets can be used only to settle the obligations of the respective VIEs. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computers [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 3 years |
Computers [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 4 years |
Office Equipment [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 3 years |
Furniture and Fittings [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 3 years |
Leasehold Improvements [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives description | Over the shorter of lease term or the estimated useful lives of the assets |
Motor Vehicles [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 6 years |
Motor Vehicles [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 10 years |
Warehouse Equipment [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 5 years |
Warehouse Equipment [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 8 years |
Land Use Right [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 20 years |
Building [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Goodwill and Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Abstract] | ||
Goodwill impairment | $ 0 | $ 0 |
Licensing Fee [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives description | Over the shorter of licensing period or the estimated useful lives of the intangible assets | |
Trademarks [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 10 years | |
IP Right [Member] | Minimum [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 1 year | |
IP Right [Member] | Maximum [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 6 years | |
Software [Member] | Minimum [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 3 years | |
Software [Member] | Maximum [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 6 years | |
Customer Relationships [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 3 years | |
Software Platforms [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Revenue recognition and segment reporting (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Revenue recognition [Abstract] | ||
Deferred revenue recognized | $ | $ 246,278 | $ 450,394 |
Segment reporting [Abstract] | ||
Number of operating segments | 3 | |
Number of reportable segments | 3 |
CONCENTRATION OF RISKS (Details
CONCENTRATION OF RISKS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)Customer | Dec. 31, 2018Customer | Dec. 31, 2017Customer | |
Concentration of risk [Abstract] | |||
Number of major customers | Customer | 0 | 0 | 0 |
Minimum amount of single remittance may not be processed without approval | $ 1 | ||
Minimum amount of annual aggregate remittance may not be processed without approval | $ 50 | ||
Supplier Concentration Risk [Member] | Sales Revenue [Member] | Digital Entertainment [Member] | |||
Concentration of risk [Abstract] | |||
Revenue composition percentage | 51.80% | 78.00% | 76.60% |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 1 Months Ended |
Jul. 31, 2017USD ($) | |
Goodwill [Abstract] | |
Purchase consideration of subsidiaries acquired | $ 19,875 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable and Allowance for Doubtful Accounts [Abstract] | |||||
Accounts receivable | $ 191,118 | $ 100,182 | |||
Allowance for doubtful accounts | $ (4,083) | $ (1,830) | $ (1,830) | (4,083) | (2,400) |
Accounts receivables, net | $ 187,035 | $ 97,782 | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Balance at the beginning of the year | 2,400 | 1,830 | 195 | ||
Charged to expenses | 4,687 | 2,205 | 1,867 | ||
Reversal | (1,431) | (47) | (245) | ||
Write-off of accounts receivable | (1,537) | (1,588) | (26) | ||
Exchange differences | (36) | 0 | 39 | ||
Balance at the end of the year | $ 4,083 | $ 2,400 | $ 1,830 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current [Abstract] | ||
Deferred channel costs | $ 232,384 | $ 71,707 |
Employee loans and advances | 2,175 | 2,394 |
Other receivables | 211,244 | 171,459 |
Prepaid cost of revenue, sales and marketing expense and others | 41,311 | 23,669 |
Security deposits | 1,902 | 2,144 |
Tax receivable | 46,171 | 41,014 |
Total Current | 535,187 | 312,387 |
Non-current [Abstract] | ||
Deferred channel costs | 29,162 | 29,956 |
Other receivables | 4,849 | 7,852 |
Prepaid licensing fee | 5 | 56 |
Prepayment for purchase of property and equipment (including renovation-in-progress) | 8,006 | 11,857 |
Security deposits | 22,476 | 19,344 |
Others | 1,186 | 0 |
Total Non-current | $ 65,684 | $ 69,065 |
PROPERTY AND EQUIPMENT, NET - P
PROPERTY AND EQUIPMENT, NET - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | $ 532,902 | $ 292,741 |
Less: accumulated depreciation | (214,282) | (100,384) |
Property, plant and equipment, net | 318,620 | 192,357 |
Computers [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 339,221 | 208,435 |
Office Equipment, Furniture and Fittings [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 24,883 | 15,451 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 129,298 | 63,781 |
Motor Vehicles [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 14,624 | 5,074 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 3,464 | 0 |
Land Use Right [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 20,598 | 0 |
Building [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | $ 814 | $ 0 |
PROPERTY AND EQUIPMENT, NET - D
PROPERTY AND EQUIPMENT, NET - Depreciation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation [Abstract] | |||
Depreciation expense | $ 116,783 | $ 54,902 | $ 23,353 |
Cost of Revenue [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 80,245 | 31,203 | 12,407 |
Sales and Marketing Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 3,200 | 3,712 | 1,198 |
General and Administrative Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 31,282 | 19,009 | 9,248 |
Research and Development Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | $ 2,056 | $ 978 | $ 500 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee Disclosure [Abstract] | ||
Finance leases included in property and equipment, net | $ 7,201 | $ 0 |
Operating lease cost [Abstract] | ||
Operating lease cost | 51,403 | |
Short-term lease cost | 4,669 | |
Operating lease cost | 56,072 | |
Finance lease cost [Abstract] | ||
Amortization of lease assets | 1,168 | |
Interest on lease liabilities | 532 | |
Finance lease cost | 1,700 | |
Total lease cost | 57,772 | |
Supplemental cash flow information [Abstract] | ||
Operating cash flows from operating leases | 41,237 | |
Right-of-use obtained in exchange for new operating lease liabilities | 99,129 | |
Right-of-use obtained in exchange for new finance lease liabilities | $ 8,558 | |
Weighted-average remaining lease term (years) [Abstract] | ||
Operating leases | 4 years 5 months 4 days | |
Finance leases | 3 years 5 months 1 day | |
Weighted Average Discount Rate for Operating and Finance Leases [Abstract] | ||
Weighted average discount rate for operating leases | 9.17% | |
Weighted average discount rate for financing leases | 12.10% | |
Maturities of Operating Lease Liabilities [Abstract] | ||
2020 | $ 59,410 | |
2021 | 58,378 | |
2022 | 52,128 | |
2023 | 44,222 | |
2024 | 14,096 | |
After 2024 | 18,096 | |
Total lease payments | 246,330 | |
Less: Imputed interest | (46,010) | |
Present value of lease liabilities | 200,320 | |
Maturities of Finance Lease Liabilities [Abstract] | ||
2020 | 2,719 | |
2021 | 2,545 | |
2022 | 2,545 | |
2023 | 1,060 | |
2024 | 0 | |
After 2024 | 0 | |
Total lease payments | 8,869 | |
Less: Imputed interest | (1,607) | |
Present value of lease liabilities | 7,262 | |
Operating lease that has not yet commenced [Abstract] | ||
Contractual payments | $ 12,968 | |
Minimum [Member] | ||
Operating lease that has not yet commenced [Abstract] | ||
Lease term | 1 year | |
Maximum [Member] | ||
Lessee Disclosure [Abstract] | ||
Operating lease term | 10 years | |
Operating lease that has not yet commenced [Abstract] | ||
Lease term | 5 years |
INTANGIBLE ASSETS, NET - Intang
INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | $ 12,887 | $ 37,333 | |
Additions | 6,883 | 5,245 | |
Amortization expense | (4,849) | (23,826) | $ (17,569) |
Written-off | (2) | ||
Impairment | 0 | (5,166) | (922) |
Disposal | (245) | ||
Exchange differences | 101 | (454) | |
Intangible assets, ending balance | 15,020 | 12,887 | 37,333 |
Licensing Fee [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 1,568 | 16,312 | |
Additions | 6,045 | 3,221 | |
Amortization expense | (2,653) | (17,573) | |
Written-off | 0 | ||
Impairment | (112) | ||
Disposal | 0 | ||
Exchange differences | 85 | (280) | |
Intangible assets, ending balance | 5,045 | 1,568 | 16,312 |
IP Right [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 124 | 9,248 | |
Additions | 0 | 406 | |
Amortization expense | (124) | (4,348) | |
Written-off | 0 | ||
Impairment | (5,054) | ||
Disposal | 0 | ||
Exchange differences | 0 | (128) | |
Intangible assets, ending balance | 0 | 124 | 9,248 |
Trademarks [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 9,077 | 10,145 | |
Additions | 0 | 0 | |
Amortization expense | (1,068) | (1,068) | |
Written-off | 0 | ||
Impairment | 0 | ||
Disposal | 0 | ||
Exchange differences | 0 | 0 | |
Intangible assets, ending balance | 8,009 | 9,077 | 10,145 |
Others [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 2,118 | 1,628 | |
Additions | 838 | 1,618 | |
Amortization expense | (1,004) | (837) | |
Written-off | (2) | ||
Impairment | 0 | ||
Disposal | (245) | ||
Exchange differences | 16 | (46) | |
Intangible assets, ending balance | $ 1,966 | $ 2,118 | $ 1,628 |
INTANGIBLE ASSETS, NET - Estima
INTANGIBLE ASSETS, NET - Estimated Aggregate Amortization Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2020 | $ 4,810 | ||
2021 | 2,991 | ||
2022 | 1,890 | ||
2023 | 1,397 | ||
2024 | 1,263 | ||
Thereafter | 2,669 | ||
Total | 15,020 | ||
Impairment | 0 | $ (5,166) | $ (922) |
Licensing Fee [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2020 | 2,838 | ||
2021 | 1,314 | ||
2022 | 440 | ||
2023 | 258 | ||
2024 | 195 | ||
Thereafter | 0 | ||
Total | 5,045 | ||
Impairment | (112) | ||
IP Right [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total | 0 | ||
Impairment | (5,054) | ||
Trademarks [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2020 | 1,068 | ||
2021 | 1,068 | ||
2022 | 1,068 | ||
2023 | 1,068 | ||
2024 | 1,068 | ||
Thereafter | 2,669 | ||
Total | 8,009 | ||
Impairment | 0 | ||
Others [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2020 | 904 | ||
2021 | 609 | ||
2022 | 382 | ||
2023 | 71 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total | $ 1,966 | ||
Impairment | $ 0 |
INVESTMENTS (Details)
INVESTMENTS (Details) $ in Thousands | Aug. 31, 2017USD ($) | Aug. 31, 2017shares | Dec. 31, 2019USD ($)Investee | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
INVESTMENTS [Abstract] | |||||
Short-term deposits | $ 30,324 | $ 690 | |||
Available-for-sale investment | 72,000 | 0 | |||
Long-time deposits | 216 | 0 | |||
Available-for-sale investments [Abstract] | |||||
Available-for-sale for sale of investments, long-term | 56,418 | 70,374 | |||
Impairment loss on available-for-sale security | 1,087 | 144 | $ 1,147 | ||
Net unrealized fair value gain (loss) | (12,869) | 18,269 | 0 | ||
Equity Securities [Abstract] | |||||
Equity security | 21,665 | 14,339 | |||
Impairment loss on equity security | 0 | 710 | 0 | ||
Movement of Equity Investments [Roll Forward] | |||||
Beginning balance | 26,309 | 8,740 | 25,833 | ||
Additions | 13,787 | 24,872 | 4,101 | ||
Share of results | (3,239) | (3,066) | (1,912) | ||
Share of other comprehensive income (loss) | (315) | (1,097) | 303 | ||
Less: disposals and transfers | (523) | (17,198) | |||
Less: transfer upon acquisition of controlling interest in an associated company | (2,387) | ||||
Distribution from investment | (453) | (578) | |||
Impairment | (68) | (2,562) | |||
Ending balance | $ 35,498 | $ 26,309 | $ 8,740 | ||
Investment in Equity Investees [Abstract] | |||||
Percentage of equity interest disposed | 45.18% | ||||
Number of equity investee disposed | Investee | 1 | ||||
Gain on disposal of investments | $ 23,857 | ||||
Voting Ordinary Share [Member] | |||||
Investment in Equity Investees [Abstract] | |||||
Number of shares acquired in exchange of disposed equity interest (in shares) | shares | 1,173,520 | ||||
Non Voting Ordinary Shares [Member] | |||||
Investment in Equity Investees [Abstract] | |||||
Number of shares acquired in exchange of disposed equity interest (in shares) | shares | 1,604,260 |
ACCRUED EXPENSES AND OTHER PA_3
ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current [Abstract] | ||
Accrued cost of revenue and sales and marketing expenses | $ 242,268 | $ 122,679 |
Accrued interest for convertible notes | 1,374 | 0 |
Accrued office-related operating expenses | 2,745 | 15,134 |
Business and other taxes payables | 19,345 | 8,687 |
Other payables | 92,590 | 76,542 |
Escrow payables | 513,864 | 333,768 |
Payroll and welfare payable | 65,969 | 36,592 |
Payable for property and equipment | 18,020 | 28,246 |
Others | 22,677 | 15,232 |
Finance lease liability | 1,953 | 0 |
Total Current | 980,805 | 636,880 |
Non-current: | ||
Others | 20,493 | 7,894 |
Finance lease liability | 5,309 | 0 |
Total non-current | $ 25,802 | $ 7,894 |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
BORROWINGS [Abstract] | ||
Current | $ 1,258 | $ 856 |
Non-current | 358 | 1,026 |
Total | $ 1,616 | $ 1,882 |
BORROWINGS, Interest Rate and R
BORROWINGS, Interest Rate and Repayment Term (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum [Member] | ||
Debt Instruments [Abstract] | ||
Interest rate (%) per annum | 8.00% | 9.00% |
Repayment date | Oct. 31, 2020 | Oct. 31, 2020 |
Maximum [Member] | ||
Debt Instruments [Abstract] | ||
Interest rate (%) per annum | 12.69% | 12.29% |
Repayment date | Aug. 31, 2021 | Aug. 31, 2021 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current [Abstract] | ||
Convertible notes | $ 29,481 | $ 0 |
Non-current [Abstract] | ||
Convertible notes | 1,356,332 | 1,061,796 |
2017 Convertible Notes [Member] | ||
Current [Abstract] | ||
Convertible notes | 29,481 | 0 |
Non-current [Abstract] | ||
Convertible notes | 0 | 636,716 |
2018 Convertible Notes [Member] | ||
Non-current [Abstract] | ||
Convertible notes | 453,215 | 425,080 |
2019 Convertible Notes [Member] | ||
Non-current [Abstract] | ||
Convertible notes | $ 903,117 | $ 0 |
CONVERTIBLE NOTES, 2017 Convert
CONVERTIBLE NOTES, 2017 Convertible Notes (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)Investor$ / shares | |
Convertible Notes [Abstract] | |||
Loss (gain) related to change in fair value of convertible notes | $ (472,877) | $ 41,259 | $ (51,950) |
2017 Convertible Notes [Member] | |||
Convertible Notes [Abstract] | |||
Aggregate principal amount | $ 675,000 | ||
Number of new investors | Investor | 9 | ||
Interest rate | 5.00% | ||
Prepaid outstanding unconverted and unpaid principal amount multiplier, if no IPO occurs | 1.31 | ||
Consideration period for convertible notes prepayment | 18 months | ||
Extension term of debt instrument if no IPO closing date occurred on or before respective third anniversary date | 2 years | ||
Contingent interest | 20.00% | ||
Effective stipulated conversion price of convertible debt (in dollars per share) | $ / shares | $ 14.807 | ||
Amount of outstanding principal converted | 615,000 | 50,000 | |
Loss (gain) related to change in fair value of convertible notes | $ 472,877 | $ (41,259) | $ 51,950 |
2017 Convertible Notes [Member] | Minimum [Member] | |||
Convertible Notes [Abstract] | |||
Percentage of conversion of outstanding principal into shares | 50.00% | ||
Conversion price (in dollars per share) | $ / shares | $ 13.13 | ||
2017 Convertible Notes [Member] | Maximum [Member] | |||
Convertible Notes [Abstract] | |||
Conversion price (in dollars per share) | $ / shares | $ 14.26 | ||
Number of days after default in which outstanding obligation would be immediately due and payable | 3 days | ||
2017 Convertible Notes [Member] | Class A Ordinary Shares [Member] | |||
Convertible Notes [Abstract] | |||
Number of ordinary shares converted from debt (in shares) | shares | 45,645,884 | 3,592,415 |
CONVERTIBLE NOTES, 2018 and 201
CONVERTIBLE NOTES, 2018 and 2019 Convertible Notes (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)$ / shares$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Convertible Notes With Cash Conversion Option [Abstract] | |||
Equity component | $ 240,582 | $ 152,714 | |
Recognized total interest expense for coupon interest | 14,312 | 6,936 | |
Amortization of debt discount | $ 33,334 | $ 14,154 | $ 0 |
2018 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Jun. 18, 2018 | ||
Maturity date | Jul. 1, 2023 | ||
Principal amount | $ 575,000 | ||
Interest rate | 2.25% | ||
Initial conversion rate (ADSs per $1 principal amount) | $ / shares | 50.5165 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ / shares | 19.80 | ||
Agreed conversion date | Jan. 1, 2023 | ||
Convertible Notes With Cash Conversion Option [Abstract] | |||
Liability component | $ 410,926 | ||
Effective interest rate | 9.38% | ||
Equity component | $ 152,714 | ||
Debt issuance cost, allocated in proportion to the allocation of proceeds | $ 11,360 | ||
2019 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Nov. 18, 2019 | ||
Maturity date | Dec. 1, 2024 | ||
Principal amount | $ 1,150,000 | ||
Interest rate | 1.00% | ||
Initial conversion rate (ADSs per $1 principal amount) | $ / shares | 19.9475 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ / shares | 50.13 | ||
Agreed conversion date | Jun. 1, 2024 | ||
Convertible Notes With Cash Conversion Option [Abstract] | |||
Liability component | $ 897,918 | ||
Effective interest rate | 6.03% | ||
Equity component | $ 240,582 | ||
Debt issuance cost, allocated in proportion to the allocation of proceeds | $ 11,500 | ||
2019 Convertible Notes [Member] | Capped Call Transactions [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped calls initial strike price (in dollars per shares) | $ / shares | 50.13 | ||
Capped calls initial cap price (in dollars per shares) | $ / shares | 70.36 | ||
Capped call transaction price | $ 97,060 | ||
2019 Convertible Notes [Member] | Capped Call Transactions [Member] | Class A Ordinary Shares [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped calls economic dilutive potential common stock (in shares) | shares | 22,940,000 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) | 12 Months Ended | |||||
Dec. 31, 2019Intallmentshares | Dec. 31, 2018shares | Dec. 31, 2017shares | Jan. 02, 2020shares | Jul. 25, 2019shares | Jan. 02, 2019shares | |
Share-based Payment Arrangement [Abstract] | ||||||
Number of substantially equal quarterly installments for vesting | Intallment | 12 | |||||
Share Options [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Share option granted (in shares) | 15,327,884 | 26,500,000 | 1,915,000 | |||
Options granted contractual term | 10 years | |||||
RSAs and RSUs [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Shares granted (in shares) | 6,249,313 | 4,983,162 | 950,000 | |||
SARs [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Shares granted (in shares) | 82,722 | 52,079 | ||||
SARs [Member] | Vesting in First Anniversary Year [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Vesting percentage | 25.00% | |||||
SARs [Member] | Vesting in 12 Substantially Equal Quarterly Installments [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Vesting percentage | 75.00% | |||||
RSUs [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Shares granted (in shares) | 6,249,313 | 4,983,162 | ||||
RSUs [Member] | Vesting in First Anniversary Year [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Vesting percentage | 25.00% | |||||
RSUs [Member] | Vesting in 12 Substantially Equal Quarterly Installments [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Vesting percentage | 75.00% | |||||
2009 Share Incentive Plan [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Maximum number of shares to all awards under the plan will increase on total ordinary shares, percentage | 5.00% | |||||
2009 Share Incentive Plan [Member] | Class A Ordinary Shares [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Maximum aggregate number of ordinary shares to be issued under Plan (in shares) | 83,000,000 | 103,129,938 | 100,129,938 | |||
2009 Share Incentive Plan [Member] | Class A Ordinary Shares [Member] | Subsequent Event [Member] | ||||||
Share-based Payment Arrangement [Abstract] | ||||||
Maximum aggregate number of ordinary shares to be issued under Plan (in shares) | 123,292,170 |
SHARE BASED COMPENSATION, Optio
SHARE BASED COMPENSATION, Option Granted to Eligible Persons (Details) - Share Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options [Abstract] | |||
Outstanding, Beginning of period (in shares) | 35,706,882 | 11,653,513 | 17,946,980 |
Granted (in shares) | 15,327,884 | 26,500,000 | 1,915,000 |
Exercised (in shares) | (3,736,976) | (2,117,647) | (7,288,275) |
Forfeited (in shares) | (109,236) | (328,984) | (920,192) |
Outstanding, End of period (in shares) | 47,188,554 | 35,706,882 | 11,653,513 |
Vested and expected to vest (in shares) | 47,188,554 | 35,706,882 | 11,653,513 |
Exercisable (in shares) | 19,664,736 | 8,748,351 | 7,136,252 |
Weighted Average Exercise Price [Abstract] | |||
Outstanding, Beginning of period (in dollars per share) | $ 12.54 | $ 5.11 | $ 3.05 |
Granted (in dollars per share) | 15 | 15 | 14.19 |
Exercised (in dollars per share) | 5.58 | 2.16 | 2.57 |
Forfeited (in dollars per share) | 14.24 | 14.03 | 4.01 |
Outstanding, End of period (in dollars per share) | 13.89 | 12.54 | 5.11 |
Vested and expected to vest (in dollars per share) | 13.89 | 12.54 | 5.11 |
Exercisable (in dollars per share) | $ 12.35 | $ 5.25 | $ 3.02 |
Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term, Outstanding | 8 years 2 months 4 days | 8 years 4 months 17 days | 6 years 10 months 24 days |
Weighted average remaining contractual term, Exercisable | 7 years 4 months 6 days | 6 years 10 days | 6 years 3 months 10 days |
Aggregate intrinsic value, Outstanding | $ 1,242,496 | $ 58,007 | $ 97,415 |
Aggregate intrinsic value, Exercisable | $ 548,035 | $ 56,918 | $ 73,599 |
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Fair value of share options (in dollars per share) | $ 12.05 | $ 3.02 | $ 5.26 |
Aggregate grant date fair value of outstanding options | $ 299,076 | ||
Fair value of share options vested | 44,688 | $ 22,390 | $ 20,322 |
Aggregate intrinsic value of options exercised | 64,097 | $ 20,660 | $ 84,560 |
Unrecognized share-based compensation cost | $ 227,567 | ||
Unrecognized share-based compensation, weighted-average vesting period | 2 years 9 months 7 days | ||
Minimum [Member] | |||
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Risk-free interest rates | 2.34% | 2.75% | 1.99% |
Expected term | 5 years 6 months | 5 years | 5 years 6 months |
Expected volatility | 33.00% | 33.30% | 34.30% |
Fair value of share options (in dollars per share) | $ 4.58 | $ 2.52 | $ 4.84 |
Maximum [Member] | |||
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Risk-free interest rates | 2.68% | 2.92% | 2.25% |
Expected term | 8 years 6 months | 7 years | 7 years |
Expected volatility | 35.00% | 35.20% | 37.00% |
Fair value of share options (in dollars per share) | $ 13.59 | $ 3.52 | $ 6.57 |
SHARE BASED COMPENSATION, RSAs_
SHARE BASED COMPENSATION, RSAs/RSUs granted to Eligible Persons (Details) - RSAs and RSUs [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of RSAs/RSUs [Abstract] | ||||
Outstanding, Beginning of Period (in shares) | 4,754,972 | 820,207 | 313,330 | |
Granted (in shares) | 6,249,313 | 4,983,162 | 950,000 | |
Vested (in shares) | (2,131,415) | (309,644) | (435,623) | |
Forfeited (in shares) | (791,433) | (738,753) | (7,500) | |
Outstanding, End of period (in shares) | 8,081,437 | 4,754,972 | 820,207 | 313,330 |
Weighted average grant date fair value [Abstract] | ||||
Outstanding, Beginning of Period (in dollars per share) | $ 12.34 | $ 14.43 | $ 12.97 | |
Granted (in dollars per share) | 20.50 | 12.30 | 15.15 | |
Vested (in dollars per share) | 13.67 | 13.93 | 14.96 | |
Forfeited (in dollars per share) | 15.22 | 13.75 | 13.05 | |
Outstanding, End of period (in dollars per share) | $ 18.02 | $ 12.34 | $ 14.43 | $ 12.97 |
Additional Disclosures [Abstract] | ||||
Weighted average remaining contractual life, Unvested | 8 years 11 months 4 days | 9 years 2 months 1 day | 9 years 7 months 6 days | 9 years 9 months 18 days |
Aggregate intrinsic value, Unvested | $ 325,035 | $ 53,826 | $ 10,933 | $ 4,184 |
Adjusted discount rate due to lack of marketability | 14.00% | |||
Aggregate grant date fair value of unvested RSA's and RSU's | $ 145,597 | 58,665 | 11,836 | |
Fair value of share options vested | 29,133 | $ 4,314 | $ 6,517 | |
Unrecognized share-based compensation cost | $ 145,597 | |||
Unrecognized share-based compensation, weighted-average vesting period | 3 years 1 month 6 days |
SHARE BASED COMPENSATION, SARs
SHARE BASED COMPENSATION, SARs granted to Eligible Persons (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Options [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | $ 72,754 | $ 42,883 | $ 21,821 |
Cash received for the exercise in the respective years | 20,867 | 4,574 | 18,708 |
Share Options [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 244 | 1,292 | 1,213 |
Share Options [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 156 | 795 | 689 |
Share Options [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 71,787 | 39,654 | 18,512 |
Share Options [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 567 | 1,142 | 1,407 |
RSAs/RSUs [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 42,921 | 15,132 | 6,815 |
RSAs/RSUs [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 1,714 | 2,018 | 446 |
RSAs/RSUs [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 3,017 | 1,899 | 0 |
RSAs/RSUs [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 26,761 | 7,670 | 6,369 |
RSAs/RSUs [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 11,429 | 3,545 | 0 |
SARs [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 1,394 | 106 | 0 |
SARs [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 319 | 24 | 0 |
SARs [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 749 | 52 | 0 |
SARs [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 313 | 30 | 0 |
SARs [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | $ 13 | $ 0 | $ 0 |
ORDINARY SHARES (Details)
ORDINARY SHARES (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2019USD ($)shares | Oct. 20, 2017USD ($)shares | Sep. 30, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) |
Ordinary Shares [Abstract] | ||||||
Authorized share capital | $ | $ 7,500,000 | |||||
Number of shares issued in conversion of convertible preference shares (in shares) | 86,336,030 | |||||
Proceeds from issuance shares, net of issuance costs | $ | $ 1,538,802 | $ 4,574 | $ 960,924 | |||
Class A Ordinary Shares [Member] | ||||||
Ordinary Shares [Abstract] | ||||||
Ordinary shares, authorized (in shares) | 14,800,000,000 | 14,800,000,000 | 14,800,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0005 | $ 0.0005 | $ 0.0005 | |||
Number of votes per share | Vote | 1 | |||||
Conversion ratio | 1 | |||||
Issuance of Class A ordinary shares, net of issuance costs (in shares) | 69,000,000 | 65,954,538 | ||||
Number of ordinary shares represented by ADSs (in shares) | 69,000,000 | 65,954,538 | ||||
Proceeds from issuance shares, net of issuance costs | $ | $ 1,517,958 | $ 935,533 | ||||
Class B Ordinary Shares [Member] | ||||||
Ordinary Shares [Abstract] | ||||||
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0005 | $ 0.0005 | $ 0.0005 | |||
Number of votes per share | Vote | 3 | |||||
Conversion ratio | 1 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ (243,139) | ||
Current year other comprehensive (loss) income | (9,750) | $ 4,498 | $ 1,970 |
Reclassification adjustments for net gain and translation adjustments realized in net income | 144 | ||
Ending Balance | 1,162,424 | (243,139) | |
Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 15,199 | 10,701 | 8,587 |
Ending Balance | 5,449 | 15,199 | 10,701 |
Unrealized Fair Value Gain (Loss) on Available-for-sale Investments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 18,269 | 0 | 0 |
Current year other comprehensive (loss) income | (12,869) | 18,269 | 0 |
Reclassification adjustments for net gain and translation adjustments realized in net income | 0 | ||
Ending Balance | 5,400 | 18,269 | 0 |
Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (3,070) | 10,701 | 8,587 |
Current year other comprehensive (loss) income | 3,119 | (13,771) | 1,970 |
Reclassification adjustments for net gain and translation adjustments realized in net income | 144 | ||
Ending Balance | $ 49 | $ (3,070) | $ 10,701 |
RESTRICTED NET ASSETS (Details)
RESTRICTED NET ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
VIEs [Member] | |||||
Statutory Reserve [Abstract] | |||||
At the end of the financial year | $ 309,921 | ||||
Restricted Net Assets [Abstract] | |||||
Restricted net assets | $ 309,921 | $ 309,921 | |||
Taiwan [Member] | |||||
Restricted Net Assets [Abstract] | |||||
Percentage of profit after tax to legal reserve fund | 10.00% | ||||
Minimum percentage of paid up capital to be maintained as legal reserve | 25.00% | ||||
Accumulated reserve in statutory reserve account | $ 33 | $ 33 | $ 33 | ||
Thailand [Member] | |||||
Restricted Net Assets [Abstract] | |||||
Accumulated reserve in statutory reserve account | 13 | 13 | 13 | ||
Thailand [Member] | Minimum [Member] | |||||
Restricted Net Assets [Abstract] | |||||
Percentage of retained earnings to legal reserve | 5.00% | ||||
Percentage of capital stock | 10.00% | ||||
Indonesia [Member] | |||||
Restricted Net Assets [Abstract] | |||||
Percentage of profit after tax to legal reserve fund | 20.00% | ||||
Statutory Reserve [Member] | |||||
Statutory Reserve [Abstract] | |||||
At the beginning of the financial year | $ 46 | $ 46 | |||
Transferred from retained earnings | 0 | 0 | |||
At the end of the financial year | 46 | 46 | |||
Restricted Net Assets [Abstract] | |||||
Restricted net assets | $ 46 | $ 46 | $ 46 | $ 46 | $ 46 |
TAXATION, Enterprise income tax
TAXATION, Enterprise income tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax expense [Abstract] | |||
Current income tax | $ 56,296 | $ 7,949 | $ 6,903 |
Deferred tax | (4,333) | (19,797) | (8,753) |
Withholding tax expense | 33,901 | 15,936 | 12,595 |
Income tax expense | 85,864 | 4,088 | 10,745 |
Reconciliation of tax [Abstract] | |||
Loss before income tax and share of results of equity investees | (1,368,619) | (953,880) | (548,509) |
Tax expense computed at tax rate of 17% | (232,665) | (162,160) | (93,247) |
Changes in valuation allowance | 265,776 | 197,257 | 91,017 |
Non-deductible expenses | 4,207 | 1,797 | 2,211 |
Effect of concessionary tax rate and tax reliefs | (42,404) | (6,139) | (3,072) |
Withholding tax expense | 33,901 | 15,936 | 12,595 |
Foreign earnings at different tax rates | 60,721 | (38,099) | 4,104 |
Others | (3,672) | (4,504) | (2,863) |
Income tax expense | $ 85,864 | $ 4,088 | $ 10,745 |
Singapore [Member] | |||
Income Tax Disclosure [Line Items] | |||
Statutory corporate income tax rate | 17.00% | 17.00% | 17.00% |
Singapore [Member] | Garena Online [Member] | |||
Income Tax Disclosure [Line Items] | |||
Development and expansion incentive period commencing from January 1, 2012 | 5 years | ||
Concessionary tax rate | 10.00% | ||
Development and expansion incentive extension period commencing from January 1, 2017 | 5 years | ||
Taiwan [Member] | |||
Income Tax Disclosure [Line Items] | |||
Statutory corporate income tax rate | 20.00% | 17.00% |
TAXATION, Deferred Tax (Details
TAXATION, Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Property and equipment | $ 4,380 | $ 1,291 | |
Advances from customers | 507 | 283 | |
Deferred revenue | 93,956 | 72,970 | |
Unutilized tax losses and unused capital allowances | 586,944 | 346,369 | |
Others | 16,922 | 6,681 | |
Valuation allowance | (619,272) | (354,462) | |
Total deferred tax assets | 83,437 | 73,132 | |
Property and equipment | (1,002) | (954) | |
Intangible assets | (2,577) | (1,998) | |
Deferred channel costs | (9,448) | (7,300) | |
Others | (1,045) | (257) | |
Total deferred tax liabilities | (14,072) | (10,509) | |
Net deferred tax assets | 69,365 | 62,623 | |
Tax losses with expiry date | 1,773,877 | $ 1,131,293 | $ 520,523 |
Deferred tax liability recognized on undistributed earnings | $ 0 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator [Abstract] | |||
Net loss attributable to ordinary shareholders | $ (1,462,799) | $ (961,241) | $ (560,485) |
Denominator [Abstract] | |||
Weighted-average number of shares outstanding-basic and diluted (in shares) | 436,601,801 | 338,472,987 | 205,727,195 |
Basic and diluted (in dollars per share) | $ (3.35) | $ (2.84) | $ (2.72) |
Loss Per Share [Abstract] | |||
Consideration received for this issuance shares issued to share depositary bank | $ 0 | $ 0 | |
Class A Ordinary Shares [Member] | |||
Loss Per Share [Abstract] | |||
Number of shares issued to share depositary bank to settle share incentive awards (in shares) | 6,000,000 | 3,200,000 | |
Consideration received for this issuance shares issued to share depositary bank | $ 0 | $ 0 | |
Settlement of share incentives with shares held by depositary bank (in shares) | 5,720,615 | 933,007 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Parties (Details) | 12 Months Ended | |
Dec. 31, 2019 | [1] | |
Tencent Limited and its affiliates ("Tencent") [Member] | ||
Related Parties [Abstract] | ||
Relationship with the Company | A shareholder of the Company | |
Vietnam Payment Solutions JSC ("VN Pay") [Member] | ||
Related Parties [Abstract] | ||
Relationship with the Company | An associated company | [2] |
Shanghai Wuju Information Technology Co., Ltd. ("Wuju") [Member] | ||
Related Parties [Abstract] | ||
Relationship with the Company | An associated company | |
Vexere Joint Stock Company ("Vexere") [Member] | ||
Related Parties [Abstract] | ||
Relationship with the Company | An associated Company | |
Directors and the key management [Member] | ||
Related Parties [Abstract] | ||
Relationship with the Company | Key Management | |
[1] | These are the related parties that have engaged in significant transactions with the Company for the years ended December 31, 2017, 2018 and 2019. | |
[2] | VN Pay ceased to be a related party of the Company as of August 31, 2017. |
RELATED PARTY TRANSACTIONS, Tra
RELATED PARTY TRANSACTIONS, Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Abstract] | |||
Amounts due from related parties, current | $ 4,735 | $ 5,224 | |
Amounts due to related parties, current | 34,990 | 46,025 | |
Tencent [Member] | |||
Related Party Transaction [Abstract] | |||
Royalty fee And licenses fees to | 122,234 | 96,713 | $ 70,470 |
Royalty fee and license fee from | 1,602 | 3,629 | 262 |
Rack rental income from | 438 | 677 | 1,007 |
Services provided by | 19,005 | 13,066 | 1,012 |
Issuance of convertible notes to | 0 | 50,000 | 100,000 |
Interest expense to | 563 | 2,092 | 4,153 |
Conversion of convertible notes (principal amount) by | 100,000 | 0 | 0 |
Amounts due from related parties, current | 477 | 5,224 | |
Convertible notes (principal amount) due to, Non-current | 0 | 150,000 | |
Amounts due to related parties, current | 34,970 | 46,025 | |
Wuju [Member] | |||
Related Party Transaction [Abstract] | |||
Loans provided to | 0 | 0 | 422 |
Repayment of loans from | 0 | 0 | 953 |
VN Pay [Member] | |||
Related Party Transaction [Abstract] | |||
Services provided by | 0 | 0 | 149 |
Purchase of merchandise goods from | 0 | 0 | 2,898 |
Sales of products to | 0 | 0 | 679 |
Repayment of loans from | 0 | 0 | 1,784 |
Key Management [Member] | |||
Related Party Transaction [Abstract] | |||
Promissory notes extended to | 0 | 0 | 9,768 |
Repayment of promissory notes | 0 | 0 | 16,178 |
Interest income received from | $ 0 | $ 0 | $ 774 |
SEGMENT REPORTING, Information
SEGMENT REPORTING, Information about Segments (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | ||
SEGMENT REPORTING [Abstract] | ||||
Number of reportable segments | Segment | 3 | |||
Segment Information [Abstract] | ||||
Revenue | $ 2,175,378 | $ 826,968 | $ 414,190 | |
Operating income (loss) | (891,232) | (988,768) | (502,356) | |
Non-operating income (loss), net | (477,387) | 34,888 | (46,153) | |
Income tax expense | (85,864) | (4,088) | (10,745) | |
Share of results of equity investees | (3,239) | (3,066) | (1,912) | |
Net loss | (1,457,722) | (961,034) | (561,166) | |
Other Services [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 195,843 | 83,468 | 23,719 | |
Operating income (loss) | (39,864) | (62,548) | (21,199) | |
Operating Segments [Member] | Digital Entertainment [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 1,136,017 | 462,464 | 365,167 | |
Operating income (loss) | 529,524 | 69,449 | 45,637 | |
Operating Segments [Member] | E-commerce [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 834,295 | 269,578 | 9,034 | |
Operating income (loss) | (1,131,771) | (893,489) | (452,233) | |
Operating Segments [Member] | Digital Financial Services [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 9,223 | 11,458 | 16,270 | |
Operating income (loss) | (116,309) | (34,056) | (38,038) | |
Unallocated expenses [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | [1] | 0 | 0 | 0 |
Operating income (loss) | [1] | $ (132,812) | $ (68,124) | $ (36,523) |
[1] | Unallocated expenses are mainly relating to share-based compensation, general and corporate administrative costs, such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segments results as they are not reviewed by the CODM as part of segment performance. |
SEGMENT REPORTING, Revenue from
SEGMENT REPORTING, Revenue from External Customers Based on Geographical Locations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Information [Abstract] | |||
Consolidated revenue | $ 2,175,378 | $ 826,968 | $ 414,190 |
Southeast Asia [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 1,378,141 | 581,336 | 279,167 |
Latin America [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 282,618 | 14,713 | 1,850 |
Rest of Asia [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 489,291 | 229,773 | 133,173 |
Rest of the World [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | $ 25,328 | $ 1,146 | $ 0 |
SEGMENT REPORTING, Long-lived A
SEGMENT REPORTING, Long-lived Assets (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)Customer | Dec. 31, 2018USD ($)Customer | Dec. 31, 2017Customer | |
Segment Information [Abstract] | |||
Long-lived assets | $ 516,605 | $ 205,244 | |
Number of major customers | Customer | 0 | 0 | 0 |
Southeast Asia [Member] | |||
Segment Information [Abstract] | |||
Long-lived assets | $ 389,997 | $ 181,882 | |
Rest of Asia [Member] | |||
Segment Information [Abstract] | |||
Long-lived assets | 119,043 | 23,350 | |
Rest of the World [Member] | |||
Segment Information [Abstract] | |||
Long-lived assets | $ 7,565 | $ 12 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | ||
Cash equivalents | $ 55,723 | $ 10,137 |
Money market funds | 537,615 | 304,335 |
Short-term investments | 102,324 | 690 |
Time deposits - non-current | 216 | |
Available-for-sale investments - non-current | 56,418 | 70,374 |
2017 Convertible Notes | (29,481) | (636,716) |
Share appreciation rights | (1,500) | (106) |
Total liabilities, net, at fair value | 721,315 | (251,286) |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | ||
Cash equivalents | 55,723 | 10,137 |
Money market funds | 537,615 | 304,335 |
Short-term investments | 30,324 | 690 |
Time deposits - non-current | 216 | |
Available-for-sale investments - non-current | 0 | 0 |
2017 Convertible Notes | 0 | 0 |
Share appreciation rights | (1,500) | (106) |
Total liabilities, net, at fair value | 622,378 | 315,056 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Money market funds | 0 | 0 |
Short-term investments | 0 | 0 |
Time deposits - non-current | 0 | |
Available-for-sale investments - non-current | 0 | 0 |
2017 Convertible Notes | 0 | 0 |
Share appreciation rights | 0 | 0 |
Total liabilities, net, at fair value | 0 | 0 |
Unobservable Inputs (Level 3) [Member] | ||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Money market funds | 0 | 0 |
Short-term investments | 72,000 | 0 |
Time deposits - non-current | 0 | |
Available-for-sale investments - non-current | 56,418 | 70,374 |
2017 Convertible Notes | (29,481) | (636,716) |
Share appreciation rights | 0 | 0 |
Total liabilities, net, at fair value | $ 98,937 | $ (566,342) |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Level 3 Instruments Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Liabilities [Abstract] | |||
Balance | $ (636,716) | $ (726,950) | $ 0 |
Convertible notes issued during the year | (675,000) | ||
Fair value gain (loss) | (472,877) | 41,259 | (51,950) |
Conversion into Class A ordinary shares | 1,080,112 | 48,975 | |
Balance | (29,481) | (636,716) | (726,950) |
Current [Member] | |||
Available-for-sale investments [Abstract] | |||
Beginning balance | 0 | ||
Investment | 72,000 | ||
Ending balance | 72,000 | 0 | |
Non-current [Member] | |||
Available-for-sale investments [Abstract] | |||
Beginning balance | 70,374 | 19,249 | 2,388 |
Investment | 33,000 | 18,000 | |
Impairment loss | (1,087) | (144) | (1,147) |
Unrealized fair value gain included in other comprehensive loss | (12,869) | 18,269 | |
Exchange differences | 8 | ||
Ending balance | $ 56,418 | $ 70,374 | $ 19,249 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments to Purchase Property and Equipment [Member] | ||
Other Commitments [Abstract] | ||
Commitments | $ 12,357 | $ 50,857 |
Committed Licensing Fee Payable for Licensing of Game Titles [Member] | ||
Other Commitments [Abstract] | ||
Commitments | 1,900 | 7,400 |
Commitment to Invest in Certain Companies [Member] | ||
Other Commitments [Abstract] | ||
Commitments | 24,056 | 8,473 |
Minimum [Member] | ||
Other Commitments [Abstract] | ||
Minimum guarantee commitments | $ 31,733 | $ 60,271 |
PARENT COMPANY ONLY CONDENSED_3
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS, Condensed Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets [Abstract] | |||||
Cash and cash equivalents | $ 3,118,988 | $ 1,002,841 | |||
Prepaid expenses and other assets | 535,187 | 312,387 | |||
Total assets | 5,224,169 | 2,192,669 | |||
Current liabilities [Abstract] | |||||
Accrued expenses and other payables | 980,805 | 636,880 | |||
Convertible notes | 29,481 | 0 | |||
Total current liabilities | 2,362,366 | 1,186,493 | |||
Non-current liabilities [Abstract] | |||||
Convertible notes | 1,356,332 | 1,061,796 | |||
Total non-current liabilities | 1,689,151 | 1,245,631 | |||
Total liabilities | 4,051,517 | 2,432,124 | |||
Shareholders' equity [Abstract] | |||||
Additional paid-in capital | 4,687,284 | 1,809,232 | |||
Accumulated other comprehensive loss | 5,449 | 15,199 | |||
Statutory reserves | 46 | 46 | |||
Accumulated deficit | (3,530,585) | (2,067,786) | |||
Total shareholders' (deficit) equity | 1,172,652 | (239,455) | $ 475,131 | $ (125,650) | |
Total liabilities and shareholders' (deficit) equity | 5,224,169 | 2,192,669 | |||
Class A Ordinary Shares [Member] | |||||
Shareholders' equity [Abstract] | |||||
Ordinary shares | $ 154 | $ 94 | |||
Ordinary shares, par value (in dollars per share) | $ 0.0005 | $ 0.0005 | $ 0.0005 | ||
Ordinary shares, authorized (in shares) | 14,800,000,000 | 14,800,000,000 | 14,800,000,000 | ||
Ordinary shares, Issued (in shares) | 311,068,949 | 190,423,065 | |||
Ordinary shares, Outstanding (in shares) | 311,068,949 | 190,423,065 | |||
Class B Ordinary Shares [Member] | |||||
Shareholders' equity [Abstract] | |||||
Ordinary shares | $ 76 | $ 76 | |||
Ordinary shares, par value (in dollars per share) | $ 0.0005 | $ 0.0005 | $ 0.0005 | ||
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||
Ordinary shares, Issued (in shares) | 152,175,703 | 152,175,703 | |||
Ordinary shares, Outstanding (in shares) | 152,175,703 | 152,175,703 | |||
Parent Company [Member] | |||||
Current assets [Abstract] | |||||
Cash and cash equivalents | $ 1,898,588 | $ 519,107 | |||
Prepaid expenses and other assets | 28,343 | 24,329 | |||
Amounts due from subsidiaries | 3,613,656 | 2,052,292 | |||
Total assets | 5,540,587 | 2,595,728 | |||
Current liabilities [Abstract] | |||||
Accrued expenses and other payables | 9,797 | 8,467 | |||
Amounts due to subsidiaries | 42,582 | 41,638 | |||
Convertible notes | 29,481 | 0 | |||
Total current liabilities | 81,860 | 50,105 | |||
Non-current liabilities [Abstract] | |||||
Loss in excess of investments | 2,939,971 | 1,726,966 | |||
Convertible notes | 1,356,332 | 1,061,796 | |||
Total non-current liabilities | 4,296,303 | 2,788,762 | |||
Total liabilities | 4,378,163 | 2,838,867 | |||
Shareholders' equity [Abstract] | |||||
Additional paid-in capital | 4,687,284 | 1,809,232 | |||
Accumulated other comprehensive loss | 5,449 | 15,199 | |||
Statutory reserves | 46 | 46 | |||
Accumulated deficit | (3,530,585) | (2,067,786) | |||
Total shareholders' (deficit) equity | 1,162,424 | (243,139) | |||
Total liabilities and shareholders' (deficit) equity | 5,540,587 | 2,595,728 | |||
Parent Company [Member] | Class A Ordinary Shares [Member] | |||||
Shareholders' equity [Abstract] | |||||
Ordinary shares | $ 154 | $ 94 | |||
Ordinary shares, par value (in dollars per share) | $ 0.0005 | $ 0.0005 | |||
Ordinary shares, authorized (in shares) | 14,800,000,000 | 14,800,000,000 | |||
Ordinary shares, Issued (in shares) | 311,068,949 | 190,423,065 | |||
Ordinary shares, Outstanding (in shares) | 311,068,949 | 190,423,065 | |||
Parent Company [Member] | Class B Ordinary Shares [Member] | |||||
Shareholders' equity [Abstract] | |||||
Ordinary shares | $ 76 | $ 76 | |||
Ordinary shares, par value (in dollars per share) | $ 0.0005 | $ 0.0005 | |||
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 | |||
Ordinary shares, Issued (in shares) | 152,175,703 | 152,175,703 | |||
Ordinary shares, Outstanding (in shares) | 152,175,703 | 152,175,703 |
PARENT COMPANY ONLY CONDENSED_4
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS, Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating expenses [Abstract] | |||
Operating expenses | $ (891,232) | $ (988,768) | $ (502,356) |
Interest income | 33,935 | 11,520 | 2,922 |
Interest expense | (48,208) | (31,295) | (26,501) |
Foreign exchange gain (loss) | (2,031) | 4,801 | (4,215) |
Investment gain | 11,794 | 8,603 | 33,591 |
Fair value (loss) gain on convertible notes | (472,877) | 41,259 | (51,950) |
Loss before income tax and share of results of equity investees | (1,368,619) | (953,880) | (548,509) |
Income tax expense | (85,864) | (4,088) | (10,745) |
Share of results of equity investees | (3,239) | (3,066) | (1,912) |
Net loss attributable to Sea Limited's ordinary shareholders | (1,462,799) | (961,241) | (560,485) |
Parent Company [Member] | |||
Operating expenses [Abstract] | |||
Operating expenses | (124,197) | (62,671) | (41,369) |
Interest income | 18,934 | 7,447 | 1,538 |
Other income | 1,860 | 1,797 | 983 |
Interest expense | (47,644) | (31,142) | (26,460) |
Foreign exchange gain (loss) | 14 | (45) | 1,072 |
Investment gain | 371,289 | 4,335 | 3,374 |
Fair value (loss) gain on convertible notes | (472,877) | 41,259 | (51,950) |
Loss before income tax and share of results of equity investees | (252,621) | (39,020) | (112,812) |
Income tax expense | 0 | 0 | 0 |
Share of results of equity investees | (1,210,178) | (922,221) | (447,673) |
Net loss attributable to Sea Limited's ordinary shareholders | $ (1,462,799) | $ (961,241) | $ (560,485) |
PARENT COMPANY ONLY CONDENSED_5
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS, Condensed Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed statements of comprehensive loss [Abstract] | |||
Net loss | $ (1,462,799) | $ (961,241) | $ (560,485) |
Foreign currency translation adjustments [Abstract] | |||
Translation gain (loss) | 3,230 | (13,858) | 1,973 |
Reclassification adjustment for net translation adjustments realized in net income | 0 | 0 | 144 |
Net change | 3,230 | (13,858) | 2,117 |
Available-for-sale investments: | |||
Change in unrealized gain (loss) | (12,869) | 18,269 | 0 |
Net change | (12,869) | 18,269 | 0 |
Total comprehensive loss attributable to Sea Limited's ordinary shareholders | (1,472,549) | (956,743) | (558,371) |
Parent Company [Member] | |||
Condensed statements of comprehensive loss [Abstract] | |||
Net loss | (1,462,799) | (961,241) | (560,485) |
Foreign currency translation adjustments [Abstract] | |||
Translation gain (loss) | 3,119 | (13,771) | 1,970 |
Reclassification adjustment for net translation adjustments realized in net income | 0 | 0 | 144 |
Net change | 3,119 | (13,771) | 2,114 |
Available-for-sale investments: | |||
Change in unrealized gain (loss) | (12,869) | 18,269 | 0 |
Net change | (12,869) | 18,269 | 0 |
Total comprehensive loss attributable to Sea Limited's ordinary shareholders | $ (1,472,549) | $ (956,743) | $ (558,371) |
PARENT COMPANY ONLY CONDENSED_6
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS, Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Statements of Cash Flows [Abstract] | |||
Net cash generated from (used in) operating activities | $ 69,865 | $ (495,220) | $ (259,228) |
Net cash used in investing activities | (363,219) | (224,528) | (118,614) |
Net cash generated from financing activities | 2,579,595 | 546,628 | 1,623,843 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 2,311,266 | (185,666) | 1,254,154 |
Cash, cash equivalents and restricted cash at beginning of the year | 1,259,312 | 1,444,978 | 190,824 |
Cash, cash equivalents and restricted cash at end of the year | 3,570,578 | 1,259,312 | 1,444,978 |
Parent Company [Member] | |||
Condensed Statements of Cash Flows [Abstract] | |||
Net cash generated from (used in) operating activities | 354,050 | (34,930) | 6,845 |
Net cash used in investing activities | (1,554,811) | (1,060,969) | (664,483) |
Net cash generated from financing activities | 2,580,242 | 569,510 | 1,635,224 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,379,481 | (526,389) | 977,586 |
Cash, cash equivalents and restricted cash at beginning of the year | 519,107 | 1,045,496 | 67,910 |
Cash, cash equivalents and restricted cash at end of the year | $ 1,898,588 | $ 519,107 | $ 1,045,496 |
PARENT COMPANY ONLY CONDENSED_7
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS, Basis of Preparation and Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current [Abstract] | |||
Convertible notes | $ 29,481 | $ 0 | |
Non-current [Abstract] | |||
Convertible notes | 1,356,332 | 1,061,796 | |
Parent Company [Member] | |||
Equity Method Investment [Abstract] | |||
Cumulative losses in excess of investment | 3,012,286 | 1,802,108 | |
Dividend from subsidiaries | 363,129 | ||
Current [Abstract] | |||
Convertible notes | 29,481 | 0 | |
Non-current [Abstract] | |||
Convertible notes | 1,356,332 | 1,061,796 | |
Parent Company [Member] | Other Equity Investee [Member] | |||
Equity Method Investment [Abstract] | |||
Dividends from other equity investees | 0 | 0 | |
2017 Convertible Notes [Member] | |||
Current [Abstract] | |||
Convertible notes | 29,481 | 0 | |
Non-current [Abstract] | |||
Convertible notes | 0 | 636,716 | |
Convertible notes, principal amount | $ 675,000 | ||
2017 Convertible Notes [Member] | Parent Company [Member] | |||
Current [Abstract] | |||
Convertible notes | 29,481 | 0 | |
Non-current [Abstract] | |||
Convertible notes | 0 | 636,716 | |
Convertible notes, principal amount | $ 675,000 | ||
2018 Convertible Notes [Member] | |||
Non-current [Abstract] | |||
Convertible notes | 453,215 | 425,080 | |
Convertible notes, principal amount | 575,000 | ||
2018 Convertible Notes [Member] | Parent Company [Member] | |||
Non-current [Abstract] | |||
Convertible notes | 453,215 | 425,080 | |
Convertible notes, principal amount | 575,000 | ||
2019 Convertible Notes [Member] | |||
Non-current [Abstract] | |||
Convertible notes | 903,117 | 0 | |
Convertible notes, principal amount | 1,150,000 | ||
2019 Convertible Notes [Member] | Parent Company [Member] | |||
Non-current [Abstract] | |||
Convertible notes | 903,117 | 0 | |
Convertible notes, principal amount | 1,150,000 | ||
Convertible Debt [Member] | Parent Company [Member] | Tencent Limited [Member] | |||
Non-current [Abstract] | |||
Convertible notes, principal amount | $ 0 | $ 50,000 |
PARENT COMPANY ONLY CONDENSED_8
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS, 2017 Convertible Notes (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)MultiplyInvestor$ / shares | |
Convertible Notes [Abstract] | |||
Loss (gain) related to change in fair value of convertible notes | $ (472,877) | $ 41,259 | $ (51,950) |
Parent Company [Member] | |||
Convertible Notes [Abstract] | |||
Loss (gain) related to change in fair value of convertible notes | (472,877) | 41,259 | (51,950) |
2017 Convertible Notes [Member] | |||
Convertible Notes [Abstract] | |||
Principal amount | $ 675,000 | ||
Number of new investors | Investor | 9 | ||
Interest rate | 5.00% | ||
Effective stipulated conversion price of convertible debt (in dollars per share) | $ / shares | $ 14.807 | ||
Outstanding unconverted and unpaid principal amount multiplier | 1.31 | ||
Consideration period for convertible notes prepayment | 18 months | ||
Contingent interest | 20.00% | ||
Amount of outstanding principal converted | 615,000 | 50,000 | |
Loss (gain) related to change in fair value of convertible notes | 472,877 | (41,259) | $ 51,950 |
2017 Convertible Notes [Member] | Parent Company [Member] | |||
Convertible Notes [Abstract] | |||
Principal amount | $ 675,000 | ||
Number of new investors | Investor | 9 | ||
Interest rate | 5.00% | ||
Expected public offering period within number of years | 3 years | ||
Effective stipulated conversion price of convertible debt (in dollars per share) | $ / shares | $ 14.807 | ||
Outstanding unconverted and unpaid principal amount multiplier | Multiply | 1.31 | ||
Consideration period for convertible notes prepayment | 18 months | ||
Number of years noteholder elect to effect extension | 2 years | ||
Contingent interest | 20.00% | ||
Amount of outstanding principal converted | 615,000 | 50,000 | |
Loss (gain) related to change in fair value of convertible notes | $ 472,877 | $ (41,259) | $ 51,950 |
2017 Convertible Notes [Member] | Minimum [Member] | |||
Convertible Notes [Abstract] | |||
Percentage of conversion of outstanding principal into shares | 50.00% | ||
Conversion price (in dollars per share) | $ / shares | $ 13.13 | ||
2017 Convertible Notes [Member] | Minimum [Member] | Parent Company [Member] | |||
Convertible Notes [Abstract] | |||
Percentage of conversion of outstanding principal into shares | 50.00% | ||
Conversion price (in dollars per share) | $ / shares | $ 13.13 | ||
2017 Convertible Notes [Member] | Maximum [Member] | |||
Convertible Notes [Abstract] | |||
Conversion price (in dollars per share) | $ / shares | $ 14.26 | ||
Number of days after default in which outstanding obligation would be immediately due and payable | 3 days | ||
2017 Convertible Notes [Member] | Maximum [Member] | Parent Company [Member] | |||
Convertible Notes [Abstract] | |||
Conversion price (in dollars per share) | $ / shares | $ 14.26 | ||
Number of days after default in which outstanding obligation would be immediately due and payable | 3 days | ||
2017 Convertible Notes [Member] | Class A Ordinary Shares [Member] | |||
Convertible Notes [Abstract] | |||
Number of ordinary shares converted from debt (in shares) | shares | 45,645,884 | 3,592,415 | |
2017 Convertible Notes [Member] | Class A Ordinary Shares [Member] | Parent Company [Member] | |||
Convertible Notes [Abstract] | |||
Number of ordinary shares converted from debt (in shares) | shares | 45,645,884 | 3,592,415 |
PARENT COMPANY ONLY CONDENSED_9
PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS, 2018 and 2019 Convertible Notes (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)$ / shares$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | |
Convertible Notes With Cash Conversion Option [Abstract] | |||
Equity component | $ 240,582 | $ 152,714 | |
Recognized total interest expense for coupon interest | 14,312 | 6,936 | |
Amortization of debt discount | $ 33,334 | 14,154 | $ 0 |
2018 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Jun. 18, 2018 | ||
Maturity date | Jul. 1, 2023 | ||
Principal amount | $ 575,000 | ||
Interest rate | 2.25% | ||
Initial conversion rate (ADSs per $1 principal amount) | $ / shares | 50.5165 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ / shares | 19.80 | ||
Agreed conversion date | Jan. 1, 2023 | ||
Convertible Notes With Cash Conversion Option [Abstract] | |||
Liability component | $ 410,926 | ||
Effective interest rate | 9.38% | ||
Equity component | $ 152,714 | ||
Debt issuance cost, allocated in proportion to the allocation of proceeds | $ 11,360 | ||
2019 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Nov. 18, 2019 | ||
Maturity date | Dec. 1, 2024 | ||
Principal amount | $ 1,150,000 | ||
Interest rate | 1.00% | ||
Initial conversion rate (ADSs per $1 principal amount) | $ / shares | 19.9475 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ / shares | 50.13 | ||
Agreed conversion date | Jun. 1, 2024 | ||
Convertible Notes With Cash Conversion Option [Abstract] | |||
Liability component | $ 897,918 | ||
Effective interest rate | 6.03% | ||
Equity component | $ 240,582 | ||
Debt issuance cost, allocated in proportion to the allocation of proceeds | $ 11,500 | ||
2019 Convertible Notes [Member] | Capped Call Transactions [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped calls initial strike price (in dollars per shares) | $ / shares | 50.13 | ||
Capped calls initial cap price (in dollars per shares) | $ / shares | 70.36 | ||
Capped call transaction price | $ 97,060 | ||
2019 Convertible Notes [Member] | Capped Call Transactions [Member] | Class A Ordinary Shares [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped calls economic dilutive potential common stock (in shares) | shares | 22,940,000 | ||
Parent Company [Member] | |||
Convertible Notes With Cash Conversion Option [Abstract] | |||
Recognized total interest expense for coupon interest | $ 14,312 | 6,936 | |
Amortization of debt discount | $ 33,334 | $ 14,154 | |
Parent Company [Member] | 2018 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Jun. 18, 2018 | ||
Maturity date | Jul. 1, 2023 | ||
Principal amount | $ 575,000 | ||
Interest rate | 2.25% | ||
Initial conversion rate (ADSs per $1 principal amount) | $ / shares | 50.5165 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ / shares | 19.80 | ||
Agreed conversion date | Jan. 1, 2023 | ||
Convertible Notes With Cash Conversion Option [Abstract] | |||
Liability component | $ 410,926 | ||
Effective interest rate | 9.38% | ||
Equity component | $ 152,714 | ||
Debt issuance cost, allocated in proportion to the allocation of proceeds | $ 11,360 | ||
Parent Company [Member] | 2019 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Nov. 18, 2019 | ||
Maturity date | Dec. 1, 2024 | ||
Principal amount | $ 1,150,000 | ||
Interest rate | 1.00% | ||
Initial conversion rate (ADSs per $1 principal amount) | $ / shares | 19.9475 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ / shares | 50.13 | ||
Agreed conversion date | Jun. 1, 2024 | ||
Convertible Notes With Cash Conversion Option [Abstract] | |||
Liability component | $ 897,918 | ||
Effective interest rate | 6.03% | ||
Equity component | $ 240,582 | ||
Debt issuance cost, allocated in proportion to the allocation of proceeds | $ 11,500 | ||
Parent Company [Member] | 2019 Convertible Notes [Member] | Capped Call Transactions [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped calls initial strike price (in dollars per shares) | $ / shares | 50.13 | ||
Capped calls initial cap price (in dollars per shares) | $ / shares | 70.36 | ||
Capped call transaction price | $ 97,060 | ||
Parent Company [Member] | 2019 Convertible Notes [Member] | Capped Call Transactions [Member] | Class A Ordinary Shares [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped calls economic dilutive potential common stock (in shares) | shares | 22,940,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jan. 31, 2020 |
Subsequent Event [Member] | Phoenix Labs, Inc [Member] | |
Business Combination [Abstract] | |
Percentage of interest acquired | 100.00% |