Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38237 |
Entity Registrant Name | Sea Limited |
Entity Central Index Key | 0001703399 |
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 |
Trading Symbol | SE |
Security Exchange Name | NYSE |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Auditor Firm ID | 1247 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Singapore |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Yanjun Wang, Esq. |
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 | 65 |
Local Phone Number | 6270-8100 |
Contact Personnel Email Address | secnotice@sea.com |
Class A Ordinary Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 519,231,049 |
Class B Ordinary Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 45,527,793 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 6,029,859 | $ 9,247,762 |
Restricted cash | 1,549,574 | 1,551,635 |
Accounts receivable, net of allowance for credit losses of $5,772 and $12,818, as of December 31, 2021 and 2022, respectively | 268,814 | 388,308 |
Prepaid expenses and other assets | 1,798,651 | 1,401,863 |
Loans receivable, net of allowance for credit losses of $91,504 and $236,797, as of December 31, 2021 and 2022, respectively | 2,053,767 | 1,500,954 |
Inventories, net | 109,668 | 117,499 |
Short-term investments | 864,258 | 911,281 |
Amounts due from related parties | 13,421 | 16,095 |
Total current assets | 12,688,012 | 15,135,397 |
Non-current assets | ||
Property and equipment, net | 1,387,895 | 1,029,963 |
Operating lease right-of-use assets, net | 957,840 | 649,680 |
Intangible assets, net | 65,019 | 52,517 |
Long-term investments | 1,253,593 | 1,052,861 |
Prepaid expenses and other assets | 135,616 | 124,521 |
Loans receivable, net of allowance for credit losses of $6,172 and $2,022, as of December 31, 2021 and 2022, respectively | 21,663 | 28,964 |
Restricted cash | 17,724 | 38,743 |
Deferred tax assets | 245,226 | 103,755 |
Goodwill | 230,208 | 539,624 |
Total non-current assets | 4,314,784 | 3,620,628 |
Total assets | 17,002,796 | 18,756,025 |
Current liabilities | ||
Accounts payable (including accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries of $17,632 and $18,699 as of December 31, 2021 and 2022, respectively) | 258,648 | 213,580 |
Accrued expenses and other payables (including accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries of $130,757 and $148,631 as of December 31, 2021 and 2022, respectively) | 1,396,613 | 1,519,938 |
Deposits payable (including deposits payable of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2021 and 2022, respectively) | 1,316,395 | 465,850 |
Escrow payables and advances from customers (including escrow payables and advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries of $20,521 and $19,143 as of December 31, 2021 and 2022, respectively) | 1,862,325 | 1,789,973 |
Amounts due to related parties (including amounts due to related parties of the Consolidated VIEs without recourse to the primary beneficiaries of $435 and $9 as of December 31, 2021 and 2022, respectively) | 415 | 74,738 |
Borrowings (including borrowings of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2021 and 2022, respectively) | 88,410 | 100,000 |
Operating lease liabilities (including operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of $8,051 and $5,250 as of December 31, 2021 and 2022, respectively) | 269,968 | 186,494 |
Convertible notes (including convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2021 and 2022, respectively) | 31,237 | 0 |
Deferred revenue (including deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries of $203,382 and $192,243 as of December 31, 2021 and 2022, respectively) | 1,535,083 | 2,644,463 |
Income tax payable (including income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries of $537 and $664 as of December 31, 2021 and 2022, respectively) | 176,598 | 181,400 |
Total current liabilities | 6,935,692 | 7,176,436 |
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 $4,038 and $4,338 as of December 31, 2021 and 2022, respectively) | 87,072 | 76,234 |
Operating lease liabilities (including operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of $12,527 and $7,666 as of December 31, 2021 and 2022, respectively) | 756,818 | 491,313 |
Deferred revenue (including deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries of $36,189 and $23,886 as of December 31, 2021 and 2022, respectively) | 63,566 | 104,826 |
Convertible notes (including convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2021 and 2022, respectively) | 3,338,750 | 3,475,708 |
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, 2021 and 2022, respectively) | 9,967 | 6,992 |
Unrecognized tax benefits (including unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries of $107 and $107 as of December 31, 2021 and 2022, respectively) | 107 | 107 |
Total non-current liabilities | 4,256,280 | 4,155,180 |
Total liabilities | 11,191,972 | 11,331,616 |
Commitments and contingencies | ||
Shareholders' equity | ||
Additional paid-in capital | 14,559,690 | 14,622,292 |
Accumulated other comprehensive loss | (111,215) | (28,519) |
Statutory reserves | 12,490 | 6,144 |
Accumulated deficit | (8,745,541) | (7,201,498) |
Total Sea Limited shareholders' equity | 5,715,705 | 7,398,697 |
Non-controlling interests | 95,119 | 25,712 |
Total shareholders' equity | 5,810,824 | 7,424,409 |
Total liabilities and shareholders' equity | 17,002,796 | 18,756,025 |
Class A Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares | 258 | 204 |
Class B Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares | $ 23 | $ 74 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Accounts receivable, allowance for credit losses | $ 12,818 | $ 5,772 |
Loans receivable, allowance for credit losses | 236,797 | 91,504 |
Non-current assets | ||
Loans receivable, allowance for credit losses | 2,022 | 6,172 |
Current liabilities | ||
Accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries | 258,648 | 213,580 |
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 1,396,613 | 1,519,938 |
Deposits payable of the customers of the Consolidated VIEs without recourse to the primary beneficiaries | 1,316,395 | 465,850 |
Escrow payables and advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries | 1,862,325 | 1,789,973 |
Amounts due to related parties of the Consolidated VIEs without recourse to the primary beneficiaries | 415 | 74,738 |
Borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 88,410 | 100,000 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 269,968 | 186,494 |
Convertible notes | 31,237 | 0 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 1,535,083 | 2,644,463 |
Income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries | 176,598 | 181,400 |
Non-current liabilities | ||
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 87,072 | 76,234 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 756,818 | 491,313 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 63,566 | 104,826 |
Convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries | 3,338,750 | 3,475,708 |
Deferred tax liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 9,967 | 6,992 |
Unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries | 107 | 107 |
VIEs [Member] | ||
Current liabilities | ||
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 110,526 | 104,186 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 192,243 | 203,382 |
Non-current liabilities | ||
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 23,886 | 36,189 |
VIEs [Member] | Nonrecourse [Member] | ||
Current liabilities | ||
Accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries | 18,699 | 17,632 |
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 148,631 | 130,757 |
Deposits payable of the customers of the Consolidated VIEs without recourse to the primary beneficiaries | ||
Escrow payables and advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries | 19,143 | 20,521 |
Amounts due to related parties of the Consolidated VIEs without recourse to the primary beneficiaries | 9 | 435 |
Borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | ||
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 5,250 | 8,051 |
Convertible notes | ||
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 192,243 | 203,382 |
Income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries | 664 | 537 |
Non-current liabilities | ||
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 4,338 | 4,038 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 7,666 | 12,527 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 23,886 | 36,189 |
Convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries | ||
Deferred tax liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | ||
Unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries | $ 107 | $ 107 |
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) | 519,231,049 | 409,762,257 |
Ordinary shares, Outstanding (in shares) | 519,231,049 | 409,762,257 |
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) | 45,527,793 | 147,975,703 |
Ordinary shares, Outstanding (in shares) | 45,527,793 | 147,975,703 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Revenue | $ 12,449,705 | $ 9,955,190 | $ 4,375,664 |
Cost of revenue | |||
Cost of revenue | (7,264,428) | (6,059,455) | (3,026,759) |
Gross profit | 5,185,277 | 3,895,735 | 1,348,905 |
Operating income (expenses) | |||
Other operating income | 279,184 | 287,946 | 189,645 |
Sales and marketing expenses | (3,269,223) | (3,829,743) | (1,830,875) |
General and administrative expenses | (1,437,612) | (987,868) | (599,706) |
Provision for credit losses | (513,690) | (117,427) | (57,509) |
Research and development expenses | (1,376,501) | (831,703) | (353,785) |
Impairment of goodwill | (354,943) | 0 | 0 |
Total operating expenses | (6,672,785) | (5,478,795) | (2,652,230) |
Operating loss | (1,487,508) | (1,583,060) | (1,303,325) |
Interest income | 115,515 | 36,082 | 24,804 |
Interest expense | (45,396) | (136,876) | (123,843) |
Net investment loss | (207,331) | (43,502) | (17,820) |
Net (loss) gain on debt extinguishment | 199,697 | (2,069) | (24,400) |
Changes in fair value of convertible notes | 0 | 0 | (87) |
Foreign exchange (loss) gain | (75,510) | 14,241 | (38,567) |
Loss before income tax and share of results of equity investees | (1,500,533) | (1,715,184) | (1,483,238) |
Income tax expense | (168,395) | (332,865) | (141,640) |
Share of results of equity investees | 11,156 | 5,019 | 721 |
Net loss | (1,657,772) | (2,043,030) | (1,624,157) |
Net loss (income) attributable to non-controlling interests | 6,351 | (3,729) | 6,101 |
Net loss attributable to Sea Limited's ordinary shareholders | $ (1,651,421) | $ (2,046,759) | $ (1,618,056) |
Loss per share: | |||
Basic (in dollars per share) | $ (2.96) | $ (3.84) | $ (3.39) |
Diluted (in dollars per share) | $ (2.96) | $ (3.84) | $ (3.39) |
Weighted average shares used in loss per share computation: | |||
Basic (in shares) | 558,119,948 | 532,705,796 | 477,264,888 |
Diluted (in shares) | 558,119,948 | 532,705,796 | 477,264,888 |
Digital Entertainment [Member] | |||
Revenue | |||
Revenue | $ 3,877,163 | $ 4,320,013 | $ 2,015,972 |
Cost of revenue | |||
Cost of revenue | (1,077,017) | (1,230,082) | (702,329) |
E-Commerce and Other Services [Member] | |||
Revenue | |||
Revenue | 7,463,173 | 4,564,617 | 1,777,330 |
Cost of revenue | |||
Cost of revenue | (5,194,065) | (3,825,826) | (1,743,773) |
Sales of Goods [Member] | |||
Revenue | |||
Revenue | 1,109,369 | 1,070,560 | 582,362 |
Cost of revenue | |||
Cost of revenue | $ (993,346) | $ (1,003,547) | $ (580,657) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | |||
Net loss | $ (1,657,772) | $ (2,043,030) | $ (1,624,157) |
Foreign currency translation adjustments: | |||
Translation gain (loss) | (81,620) | (32,972) | 2,532 |
Net change | (81,620) | (32,972) | 2,532 |
Available-for-sale investments: | |||
Change in unrealized loss | (7,930) | (1,386) | (4,393) |
Reclassification adjustment to net loss | 212 | 236 | 0 |
Net change | (7,718) | (1,150) | (4,393) |
Total other comprehensive loss, net of tax | (89,338) | (34,122) | (1,861) |
Total comprehensive loss (income) attributable to non-controlling interests | 11,129 | (3,148) | 7,146 |
Total comprehensive loss attributable to Sea Limited's ordinary shareholders | $ (1,735,981) | $ (2,080,300) | $ (1,618,872) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Cash flows from operating activities | ||||||
Net loss | $ (1,657,772) | $ (2,043,030) | $ (1,624,157) | |||
Adjustments to reconcile net loss to net cash generated from (used in) operating activities: | ||||||
Amortization of discount and debt issuance costs of convertible notes | 7,536 | 100,141 | 88,198 | |||
Deferred income tax | (140,553) | (975) | (27,451) | |||
Depreciation and amortization | 428,344 | 279,032 | 180,761 | |||
Impairment and write-off of long-lived assets | 32,823 | 1,614 | 6,579 | |||
Impairment of goodwill | 354,943 | 0 | 0 | |||
Net foreign exchange differences | 41,737 | (45,214) | 11,298 | |||
Net investment loss | 216,001 | 43,337 | 19,905 | |||
Net loss (gain) on debt extinguishment | (199,697) | 2,069 | 24,400 | |||
Provision for credit losses | 513,690 | 117,427 | 57,509 | |||
Share-based compensation | 705,896 | 470,324 | 290,246 | |||
Share of results of equity investees | (11,156) | (5,019) | (721) | |||
Others | 22,144 | 12,723 | 3,136 | |||
Operating cash flows before changes in working capital | 313,936 | (1,067,571) | (970,297) | |||
Inventories | 1,441 | (62,735) | (38,528) | |||
Accounts receivable | 98,981 | (37,066) | (174,767) | |||
Prepaid expenses and other assets | (497,889) | (395,803) | (527,139) | |||
Amounts due from related parties | 1,360 | 2,185 | (10,897) | |||
Operating lease right-of-use assets | (360,472) | (418,846) | (45,203) | |||
Accounts payable | 43,311 | 99,639 | 50,860 | |||
Accrued expenses and other payables | (39,069) | 545,691 | 494,913 | |||
Escrow payables and advances from customers | 166,996 | 654,257 | 541,524 | |||
Operating lease liabilities | 385,911 | 429,366 | 46,352 | |||
Deferred revenue | (1,093,229) | 314,048 | 1,162,399 | |||
Income tax payable | (4,628) | 105,927 | 25,505 | |||
Amounts due to related parties | (72,341) | 39,557 | 1,146 | |||
Net cash generated from (used in) operating activities | (1,055,692) | 208,649 | 555,868 | |||
Cash flows from investing activities | ||||||
Purchase of property and equipment | (924,178) | (772,177) | (336,274) | |||
Purchase of intangible assets and capitalized software costs | (52,105) | (34,999) | (20,780) | |||
Proceeds from disposal of long-lived assets | 119,996 | 620 | 1,732 | |||
Purchase of investments | (2,630,842) | (2,505,358) | (219,548) | |||
Proceeds from sale and maturity of investments | 2,281,019 | 798,178 | 19,541 | |||
Distributions from investments | 4,674 | 1,632 | 1,294 | |||
Acquisition of businesses, net of cash acquired | (60,713) | (22,763) | (92,190) | |||
Disposal of subsidiaries, net of cash disposed | (230) | (11,775) | 15,008 | |||
Change in loans receivable | (1,166,430) | (1,220,631) | (255,695) | |||
Net cash used in investing activities | (2,428,809) | (3,767,273) | (886,912) | |||
Cash flows from financing activities | ||||||
Repayment of bank borrowings and finance lease obligations | (117,238) | (1,247) | (31,833) | |||
Proceeds from bank borrowings | 49,000 | 115,282 | 1,224 | |||
Proceeds from issuance of convertible notes, net | 0 | 2,846,250 | 1,141,362 | |||
Capital contributed by non-controlling interest | 70,876 | 339 | 4,631 | |||
Transactions with non-controlling interests | (22,889) | 0 | (20,736) | |||
Purchase of capped calls | 0 | 0 | (135,700) | |||
Payments for redemption, exchange, conversion and repurchase of convertible notes | (611,315) | (1,935) | (50,009) | |||
Proceeds from issuance of ordinary shares, net | 50,211 | 4,050,055 | 2,970,248 | |||
Change in deposits payable | 942,630 | 392,845 | (146,055) | |||
Proceeds from secured borrowings, net | 38,981 | 0 | 0 | |||
Net cash generated from financing activities | 400,256 | 7,401,589 | 3,733,132 | |||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (143,511) | (58,218) | 80,727 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (3,227,756) | 3,784,747 | 3,482,815 | |||
Cash, cash equivalents and restricted cash at beginning of the year | 10,838,140 | [1] | 7,053,393 | [1] | 3,570,578 | |
Cash, cash equivalents and restricted cash at end of the year | [1] | 7,610,384 | 10,838,140 | 7,053,393 | ||
Supplement disclosures of cash flow information | ||||||
Income taxes paid | (313,755) | (207,381) | (144,874) | |||
Interest paid | (104,557) | (44,981) | (42,003) | |||
Supplement disclosures of non-cash activities | ||||||
Purchase of property and equipment included in accrued expenses and other payables | (14,631) | 38,742 | 1,834 | |||
Purchase of property and equipment included in prepayments | (13,171) | 58,249 | (83,782) | |||
Purchase of property and equipment by exercise of exchangeable loan | 0 | (20,722) | 0 | |||
Purchase of intangible assets included in accrued expenses and other payables | (554) | 183 | 484 | |||
Purchase of intangible assets included in prepayments | (4,506) | (3,875) | (6,638) | |||
Conversion and exchange of convertible notes into ordinary shares | (5) | (826,124) | (464,930) | |||
Acquisition of subsidiaries by conversion of convertible notes or issuance of shares | 0 | 270,733 | 72,000 | |||
Proceeds from disposal of a subsidiary included in prepaid expenses and other assets | 0 | 0 | 12,870 | |||
Transfers of loans receivable to prepaid expenses and other assets | $ 56 | $ 186 | $ 8,830 | |||
[1]As of December 31, 2022, cash and cash equivalents of $13,227 was included in Assets held for sale within Prepaid expenses and other assets. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | Dec. 31, 2022 USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | $ 6,029,859 |
Prepaid Expenses and Other Assets [Member] | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | $ 13,227 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary Shares [Member] | Ordinary Shares [Member] Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] Adjustment [Member] | Statutory Reserves [Member] | Statutory Reserves [Member] Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Adjustment [Member] | Total Sea Limited Shareholders' Equity (Deficit) [Member] | Total Sea Limited Shareholders' Equity (Deficit) [Member] Adjustment [Member] | Non-controlling Interests [Member] | Non-controlling Interests [Member] Adjustment [Member] | Total | Adjustment [Member] |
Beginning balance at Dec. 31, 2019 | $ 230 | $ 4,687,284 | $ 5,449 | $ 46 | $ (3,530,585) | $ 1,162,424 | $ 10,228 | $ 1,172,652 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 463,244,652 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss for the year | $ 0 | 0 | 0 | 0 | (1,618,056) | (1,618,056) | (6,101) | (1,624,157) | ||||||||
Other comprehensive loss | 0 | 0 | (816) | 0 | 0 | (816) | (1,045) | (1,861) | ||||||||
Acquisition of subsidiaries | 0 | 0 | 0 | 0 | 0 | 0 | 39,594 | 39,594 | ||||||||
Appropriation of statutory reserves | 0 | 0 | 0 | 2,317 | (2,317) | 0 | 0 | 0 | ||||||||
Equity component of convertible notes | 0 | 284,727 | 0 | 0 | 0 | 284,727 | 0 | 284,727 | ||||||||
Purchase of capped calls related to issuance of convertible notes | 0 | (135,700) | 0 | 0 | 0 | (135,700) | 0 | (135,700) | ||||||||
Conversion of convertible notes into Class A ordinary shares | $ 14 | 464,916 | 0 | 0 | 0 | 464,930 | 0 | 464,930 | ||||||||
Conversion of convertible notes into Class A ordinary shares (in shares) | 27,406,818 | |||||||||||||||
Issuance of Class A ordinary shares, net of issuance costs | $ 8 | 2,908,291 | 0 | 0 | 0 | 2,908,299 | 0 | 2,908,299 | ||||||||
Issuance of Class A ordinary shares, net of issuance costs (in shares) | 15,180,000 | |||||||||||||||
Capital contributed by non-controlling interest | $ 0 | 0 | 0 | 0 | 0 | 0 | 4,631 | 4,631 | ||||||||
Transactions with non-controlling interests | 0 | (20,294) | 48 | 0 | 0 | (20,246) | (490) | (20,736) | ||||||||
Disposal of interest in a subsidiary | 0 | 0 | 0 | 0 | 0 | 0 | (11,971) | (11,971) | ||||||||
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 | $ 1 | 61,948 | 0 | 0 | 0 | 61,949 | 0 | 61,949 | ||||||||
Exercise of share options (in shares) | 2,861,169 | |||||||||||||||
Restricted share awards and restricted share units issued | $ 2 | (2) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Restricted share awards and restricted share units issued (in shares) | 3,247,992 | |||||||||||||||
Share-based compensation | $ 0 | 275,401 | 0 | 0 | 0 | 275,401 | 2,481 | 277,882 | ||||||||
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) | (6,009,161) | |||||||||||||||
Ending balance at Dec. 31, 2020 | $ 255 | 8,526,571 | 4,681 | 2,363 | (5,150,958) | 3,382,912 | 37,327 | 3,420,239 | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 511,931,470 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss for the year | $ 0 | 0 | 0 | 0 | (2,046,759) | (2,046,759) | 3,729 | (2,043,030) | ||||||||
Other comprehensive loss | 0 | 0 | (33,541) | 0 | 0 | (33,541) | (581) | (34,122) | ||||||||
Acquisition of subsidiaries | $ 1 | 270,732 | 0 | 0 | 0 | 270,733 | 0 | 270,733 | ||||||||
Acquisition of subsidiaries (in shares) | 1,051,731 | |||||||||||||||
Appropriation of statutory reserves | $ 0 | 0 | 0 | 3,781 | (3,781) | 0 | 0 | 0 | ||||||||
Equity component of convertible notes | 0 | 486,758 | 0 | 0 | 0 | 486,758 | 0 | 486,758 | ||||||||
Conversion of convertible notes into Class A ordinary shares | $ 10 | 826,114 | 0 | 0 | 0 | 826,124 | 0 | 826,124 | ||||||||
Conversion of convertible notes into Class A ordinary shares (in shares) | 20,039,849 | |||||||||||||||
Issuance of Class A ordinary shares, net of issuance costs | $ 6 | 3,972,410 | 0 | 0 | 0 | 3,972,416 | 0 | 3,972,416 | ||||||||
Issuance of Class A ordinary shares, net of issuance costs (in shares) | 12,650,000 | |||||||||||||||
Capital contributed by non-controlling interest | $ 0 | 0 | 0 | 0 | 0 | 0 | 339 | 339 | ||||||||
Transactions with non-controlling interests | 0 | 6,761 | 341 | 0 | 0 | 7,102 | (15,102) | (8,000) | ||||||||
Shares issued to depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Shares issued to depositary bank (in shares) | 12,000,000 | |||||||||||||||
Exercise of share options | $ 4 | 77,635 | 0 | 0 | 0 | 77,639 | 0 | 77,639 | ||||||||
Exercise of share options (in shares) | 8,027,170 | |||||||||||||||
Restricted share awards and restricted share units issued | $ 2 | (2) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Restricted share awards and restricted share units issued (in shares) | 4,125,722 | |||||||||||||||
Share-based compensation | $ 0 | 455,313 | 0 | 0 | 0 | 455,313 | 0 | 455,313 | ||||||||
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) | (12,087,982) | |||||||||||||||
Ending balance at Dec. 31, 2021 | $ 278 | 14,622,292 | (28,519) | 6,144 | (7,201,498) | 7,398,697 | 25,712 | 7,424,409 | ||||||||
Ending balance (ASU 2020-06 [Member]) at Dec. 31, 2021 | $ 0 | $ (811,483) | $ 0 | $ 0 | $ 113,724 | $ (697,759) | $ 0 | $ (697,759) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 557,737,960 | |||||||||||||||
Ending balance (in shares) (ASU 2020-06 [Member]) at Dec. 31, 2021 | 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss for the year | $ 0 | 0 | 0 | 0 | (1,651,421) | (1,651,421) | (6,351) | (1,657,772) | ||||||||
Other comprehensive loss | 0 | 0 | (84,560) | 0 | 0 | (84,560) | (4,778) | (89,338) | ||||||||
Acquisition of subsidiaries | 0 | 0 | 0 | 0 | 0 | 0 | 12,560 | 12,560 | ||||||||
Appropriation of statutory reserves | 0 | 0 | 0 | 6,346 | (6,346) | 0 | 0 | 0 | ||||||||
Conversion of convertible notes into Class A ordinary shares | $ 0 | 5 | 0 | 0 | 0 | 5 | 0 | 5 | ||||||||
Conversion of convertible notes into Class A ordinary shares (in shares) | 252 | |||||||||||||||
Capital contributed by non-controlling interest | $ 0 | 335 | 1,864 | 0 | 0 | 2,199 | 68,677 | 70,876 | ||||||||
Transactions with non-controlling interests | 0 | (14,889) | 0 | 0 | 0 | (14,889) | 0 | (14,889) | ||||||||
Disposal of interest in a subsidiary | 0 | 0 | 0 | 0 | 0 | 0 | (701) | (701) | ||||||||
Shares issued to depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Shares issued to depositary bank (in shares) | 7,000,000 | |||||||||||||||
Exercise of share options | $ 1 | 50,210 | 0 | 0 | 0 | 50,211 | 0 | 50,211 | ||||||||
Exercise of share options (in shares) | 3,412,987 | |||||||||||||||
Restricted share awards and restricted share units issued | $ 2 | (2) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Restricted share awards and restricted share units issued (in shares) | 3,809,600 | |||||||||||||||
Share-based compensation | $ 0 | 713,222 | 0 | 0 | 0 | 713,222 | 0 | 713,222 | ||||||||
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) | (7,201,957) | |||||||||||||||
Ending balance at Dec. 31, 2022 | $ 281 | $ 14,559,690 | $ (111,215) | $ 12,490 | $ (8,745,541) | $ 5,715,705 | $ 95,119 | $ 5,810,824 | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 564,758,842 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
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 (“VIEs”) in markets including Southeast Asia, Taiwan and Latin America. The Company is principally engaged in the digital entertainment, e-commerce and digital financial service businesses. (a) As of December 31, 2022, significant subsidiaries of the Company include the following entities: Entity Date of incorporation/ acquisition Place of incorporation Percentage of direct ownership by the Company Principal activities 2021 2022 Garena Online Private Limited ( “ ” May 8, 2009 Singapore 100 100 Game operations and software development Shopee Limited January 16, 2015 Cayman Islands 100 100 Investment holding company Shopee Singapore Private Limited February 5, 2015 Singapore 100 100 Online platform PT Shopee International Indonesia August 5, 2015 Indonesia 100 100 Online platform (b) VIE structure The Company operates in various markets that have certain restrictions on foreign ownership of local companies. To comply with these foreign ownership restrictions, the Company conducts certain businesses through 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 VIEs (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 time and manner for repayment of the loans are at the sole discretion of the primary beneficiary. 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 In order to ensure that the Company is able to make all of the decisions concerning the VIEs, the primary beneficiary has entered into powers of attorney with the shareholders of these VIEs. 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 p 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 a 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 agree to be bound by the contractual arrangements. Exclusive Business Cooperation Agreements In order to ensure that the Company receives the economic benefits of the VIEs, 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 complexity and difficulty of the services provided, the level of and time consumed by its employees or third-party service providers designated by providing the services, the content and value of services and licenses provided and the market price of the similar type of services or licenses. 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. 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 the primary beneficiary the primary beneficiary the primary beneficiary 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 through the exclusive business cooperation agreements. Thus, the Company consolidates these VIEs and their subsidiaries under ASC 810-10, Consolidation: Overall. In the opinion of the Company’s management and external legal counsels, the ownership structure of its VIEs are generally in compliance with the local laws or regulations that are currently in effect, and each of the agreements among the primary beneficiary, the VIEs and/or the VIE Shareholders is valid, binding and enforceable, and do not and will not result in any violation of such laws or regulations that are currently in effect. However, there are substantial uncertainties regarding the interpretation and application of current and future local laws and regulations. Accordingly, the Company cannot be assured that the local 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 local laws and regulations, the Company may be required to restructure its ownership structure and operations in certain countries to comply with the changing and new local laws and regulations. To the extent that changes and new local 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 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 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 whom the Company does not have majority voting interest as of December 31, 2021 and 2022 and for the years ended December 31, 2020, 2021 and 2022 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group: As of December 31, 2021 2022 $ $ ASSETS Current assets Cash and cash equivalents 141,985 79,922 Amounts due from intercompanies (1) 159,349 153,070 Others 69,746 85,787 Total current assets 371,080 318,779 Non-current assets Property and equipment, net 40,246 86,229 Long-term investments 14,141 14,500 Deferred tax assets 43,961 40,561 Others 23,611 18,059 Total non-current assets 121,959 159,349 Total assets 493,039 478,128 LIABILITIES Current liabilities Accrued expenses and other payables 104,186 110,526 Deferred revenue 203,382 192,243 Amounts due to intercompanies (1) 157,251 88,639 Others 20,076 12,658 Total current liabilities 484,895 404,066 Non-current liabilities Deferred revenue 36,189 23,886 Amounts due to intercompanies (1) 27,596 83,958 Others 7,910 4,579 Total non-current liabilities 71,695 112,423 Total liabilities 556,590 516,489 (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. Year ended December 31, 2020 2021 2022 $ $ $ Revenue - Third-party customers 562,347 690,383 722,607 - Intercompanies 145,848 195,639 176,072 Net (loss) income (30,435 ) 22,390 20,425 Year ended December 31, 2020 2021 2022 $ $ $ Net cash generated from operating activities 134,060 61,875 22,449 Net cash used in investing activities (27,399 ) (14,847 ) (89,160 ) Net cash (used in) generated from financing activities (13,023 ) 15,030 44,442 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 intercompany transactions and balances between the Company, its subsidiaries and the VIEs are eliminated upon consolidation. (c) Use of estimates 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 loans receivable, accounting for deferred income taxes and accounting for share-based compensation arrangements. Changes in facts and circumstances may result in revised estimates. Given the global economic climate and unforeseen effects from COVID-19 pandemic, the process of estimation has become more challenging. (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 have 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 accumulated other comprehensive income (loss), a component of shareholders’ equity. Exchange differences arising on monetary items that form part of the Company’s net investments in foreign operations are recognized initially in other comprehensive income and accumulated under accumulated other comprehensive income (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 operations. (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 mainly comprises monies received held in escrow in connection with the Company’s e-commerce business and mobile wallet in connection with the Company’s digital financial services business that are restricted and not available for the Company’s use. (g) Accounts receivable, loans receivable and allowance for credit losses The Company has established a provision matrix applied on the portfolio segmented by factors such as geographic region and products that are considered to have similar credit characteristics and risk of loss. The allowance for credit losses is computed based on its historical lifetime credit loss experience, adjusted for forward-looking factors specific to the receivable and economic environment. The Company utilizes models such as transition matrix method based on roll rates and then transformed, taking into account expected future delinquency rate to estimate the likelihood that a loan will default over a given period of time, net of any recoveries. These models utilize information that is available at the reporting date about past events, current conditions and macro-economic forecasts. The macro-economic forecast varies by countries and include factors such as unemployment rates, growth rates in gross domestic product (h) Inventories Inventories which comprise mainly merchandise products sold through the Company’s e-commerce business 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 are 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 5 years - Office equipment, furniture and fittings 3 to 10 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Transportation assets 4 to 10 years - Warehouse equipment 3 to years - Land use right Over the land use term - Building 6 to 20 years Freehold land has unlimited useful life and therefore is not depreciated. 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 subsidiaries and consolidated VIEs. During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon conclusion of the measurement period, any adjustments are recorded in the consolidated statements of operations. 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. In testing goodwill for impairment, the Company evaluates whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company applies a one-step quantitative test and record the amount of goodwill impairment as the excess of 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. (k) Intangible assets Intangible assets acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Intangible assets arising from business combinations are measured at fair value upon acquisition. Other intangible assets are carried at cost less accumulated amortization and any recorded impairment. Costs incurred in connection with the planning and post implementation phases of the development of software for internal use are expensed. Costs incurred in the application development phase are capitalized when certain criteria are met. Capitalization ceases and the costs are amortized over the software’s estimated useful life when the software is ready for its intended use. Costs incurred internally in researching and developing a software product 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. None of such costs were capitalized for any of the periods presented. Intangible assets with finite useful lives are amortized 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 - IP right 1 to 5 years - Trademarks 7 to 10 years - Technology 6 years - Software 3 to 6 years - Customer relationships 3 to 8 years The useful lives and methods of amortization of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate. (l) Investments The Company’s investments consist of available-for-sale investments, held-to-maturity investments, equity security investments, investments carried at fair value and equity method investments. In accordance with ASC 320, Investments Debt Securities Credit losses related to available-for-sale investments to be recorded through an allowance for credit losses. The Company compares the present value of cash flows expected to be collected from the investment with the amortized cost basis of the security to determine if a credit loss exists. If the present value of cash flows expected to be collected is less than the amortized cost basis of the investment, a credit loss exists and an allowance for credit losses are recorded for the credit loss, limited by the amount that the fair value is less than amortized cost basis. An available-for-sale investment is written off in the period the investment is deemed uncollectible. The Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of their amortized cost bases. In accordance with ASC 946-320, Financial Services – Investment Companies, Investments – Debt and Equity Securities In accordance with ASC 321, Investments Equity Securities Fair Value Measurements 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 statements 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 A vailable-for-sale investments are measured at fair value with the change in fair value recognized in accumulated other comprehensive income (loss). Marketable equity securities, investments carried at fair value, certain other assets, derivative assets, derivative liabilities and share appreciation rights are measured at fair value with corresponding changes in the assets and liabilities’ fair values reflected in consolidated statements of operations (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 virtual goods (consisting of virtual currencies and virtual items), including the ShopeePay and Shopee platform, other online payment gateways, bank transfers, credit cards, mobile phone billing and prepaid cards, including its own prepaid cards, which are sold through agents. As the Company controls the service of providing games to the users, and it has a direct contractual arrangement with the paying users and has the right to determine the price to be paid by such users, the gross proceeds collected from these channels represent 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 Compan y. Proceeds from these sales are initially recognized as “ Escrow payables and advances 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 goods. 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 hosting services and access to the purchased virtual goods within the online games over an estimated service period. Such service period is determined in accordance with the estimated average lifespan of the virtual items sold or the estimated average lifespan of the paying users 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 users’ historical usage patterns 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 paying users’ average lifespan on a quarterly basis. The Company believes the current revenue recognition provides reasonable depiction of the service transferred patterns to the customers and represents 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 behaviors may change and differ from the historical usage patterns and playing behaviors, 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 are recognized on a net basis. The Company also provides logistic services to end customers. Revenue from logistic services is 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’s 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. Sellers and buyers are customers of Shopee. (iii) Digital financial services The Company earns interest and fees from loans granted to customers. Interest and fees earned are recognized over the period of the loan based on the effective interest method. The Company also earns commissions from merchants when transactions are completed and settled through its digital financial services platform. Such commissions are generally determined as a percentage based on the value of the merchandise being sold by the merchants. Commissions are 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 expenditures 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. In some instances, the Company may record losses from transactions when the sales incentives provided exceeds the revenue earned from the customer on a transaction-by-transaction basis. Such losses are then reclassified and 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, except for qualifying costs relating to the development of software for internal use as described in Note 2(k). (s) Leases 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 prepayments, reduced by lease incentives and accrued rent. 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. The Company has elected to account for lease and non-lease components as a single lease component for data center leases only. 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 expense” 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 outstanding share-based awards, 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) 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 (x) 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. (y) Transfers of financial assets The Company accounts for transfers of financial assets as true sales when the transferred assets have been legally isolated from the Company, the transferee has the right to pledge or exchange transferred assets and the Company does not maintain effective control over the transferred assets. Transfers of financial assets that do not qualify for sale accounting continue to be reported on the Company’s consolidated balance sheets as if the transfer had not occurred. Accordingly, the sale proceeds are recognized as secured borrowings. (z) Recently adopted accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options Derivatives and Hedging – Contracts in Entity’s Own Equity Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method. As a result of this adoption, the cumulative effect of the changes made on its January 1, 2022 consolidated balance sheet for the adoption of the ASU 2020-06 was as follows: Balances as of December 31, 2021 Adjustments Balances as of January 1, 2022 $ $ $ Non-current liabilities Convertible notes 3,475,708 697,759 4,173,467 Shareholders’ equity Additional paid-in capital 14,622,292 (811,483 ) 13,810,809 Accumulated deficit (7,201,498 ) 113,724 (7,087,774 ) (aa) Prior period reclassificatio Certain prior period amounts related to provision for credit losses, net (loss) gain on debt extinguishment, deposits payable, escrow payables and advances from customers have been reclassified to conform to the current period presentation. |
CONCENTRATION OF RISKS
CONCENTRATION OF RISKS | 12 Months Ended |
Dec. 31, 2022 | |
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, loans receivable, held to maturity investments, available-for-sale investments, and amounts due from related parties. As of December 31, 2021 and 2022, substantially all of the Company’s cash and cash equivalents were held at major financial institutions in their respective locations. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. Due to the relatively small dollar amount of individual loans receivable, the Company generally does not require collateral on these balances. As of December 31, 2021 and 2022, no single loan customer’s balance accounted for more than 5% of net loans receivable. (b) Business, supplier, customer and economic risk The Company participates in 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, results of operations or cash flows: (i) Business risk marketplace (ii) Supplier risk Company’s digital entertainment business licenses certain games from third-party game developers. The term of the game license agreements with the game developers ranges from two (iii) Customer risk (iv) Political, economic, social, legal and regulatory uncertainties (v) Regulatory restrictions (c) Currency convertibility risk A significant portion of the Company’s revenue and expenses are denominated in currencies subject to exchange control. If revenue denominated in such currencies increase or expenses denominated in such currencies decrease in the future, the Company may need to convert a portion of its revenue into other currencies to meet its foreign currency obligations. Currently, in Taiwan, a single remittance by a company for an amount over $1 million or its equivalent in foreign currency shall be reported and documents supporting the accuracy of such report shall be provided to the bank handling such remittance before the remittance is conducted. In addition, remittances by a company in annual aggregate amount exceeding $50 million or its equivalent in foreign currency 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. In Malaysia, the foreign exchange policy requires the approval of the Central Bank of Malaysia (“BNM”) for cross border remittances which are either set out in the foreign exchange notices or applied for on an ad hoc basis. BNM has the discretion whether to grant its approval, and to impose any condition on such approval so there is no assurance that its approval will be granted. The Company may be unable to convert such local currencies into U.S. dollars or other foreign currencies to pay dividends or for other purposes on a timely basis or at all. (d) Foreign currency risk The Company operates in multiple markets, which exposes it to the effects of fluctuations in currency exchange rates as it reports its financials and key operational metrics in USD. The Company earns revenue denominated in local currencies of Southeast Asia, Taiwan and Brazil, among other currencies, while some of its costs and expenses are paid in other foreign currencies. The Company generally pays license fees to game developers in USD and incur expenses for employee compensation and other operating expenses in the local currencies in the markets in which it operates. Fluctuations in the exchange rates among the various currencies that the Company uses could cause fluctuations in its operational and financial results. |
GOODWILL AND ACQUISITIONS
GOODWILL AND ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND ACQUISITIONS [Abstract] | |
GOODWILL AND ACQUISITIONS | 4. GOODWILL AND ACQUISITIONS The changes in the carrying amount of goodwill are as follows: Year ended December 31, 2021 2022 $ $ At the beginning of the financial year 216,278 539,624 Acquisitions 327,026 60,695 Impairment – (354,943 ) Foreign currency translation (3,680 ) (15,168 ) At the end of the financial year 539,624 230,208 During the year ended December 31, 2022, the Company acquired four companies and its underlying subsidiaries for an aggregate consideration of $86,192. As a result, these companies were consolidated as subsidiaries of the Company from the date of acquisition. These acquisitions support the growth of the Company. The allocation of the purchase price as of the date of acquisition is summarized as follows: $ Cash and cash equivalent 26,312 Others 31,056 Total assets acquired 57,368 Total liabilities assumed (19,311 ) Net assets acquired 38,057 Fulfilled by: Cash consideration 84,387 Contingent consideration 1,805 Fair value of non-controlling interests (1) 12,560 Goodwill 60,695 (1) Measured based on the fair value of the Company’s ordinary shares on the date of less control premium . The goodwill, which is not tax deductible, is mainly attributable to synergies expected to be achieved from the acquisition. The goodwill is allocated to reporting units within the digital entertainment and digital financial services segments. The revenue and results since the acquisition date included in the consolidated statement of comprehensive loss for the year ended December 31, 2022 were insignificant. The Company’s revenue and results for the period would not be materially different should the acquisitions have otherwise occurred on January 1, 2022. The related transaction costs of the acquisitions were not material to the Company’s consolidated financial statements. Due to the negative events, trends in the broader market environment and management’s business decision, the Company determined that the carrying amount of three reporting units within digital entertainment segment and two reporting units within the Other services segment exceeded its respective fair values and recorded impairment losses of $354,943. For one of the reporting units within Other services, the Company determined the fair value using the market approach. The key valuation inputs used were valuation multiples derived from comparable companies that were applied to operating performance of the reporting unit. For the remaining reporting units, the Company made a strategic decision to shut down or dispose the businesses and as a result, the Company recorded a full impairment on the goodwill. Accumulated impairment losses on goodwill were nil |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
PREPAID EXPENSES AND OTHER ASSETS [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | 5. PREPAID EXPENSES AND OTHER ASSETS As of December 31, 2021 2022 $ $ Current Deferred channel costs 517,545 271,194 Other receivables 570,176 782,022 Prepaid expenses 120,753 121,049 Security deposits 18,725 16,828 Taxes receivable 145,401 168,266 Securities purchased under agreements to resell 11,418 390,002 Assets held for sale – 25,954 Others 17,845 23,336 1,401,863 1,798,651 Non-current Deferred channel costs 14,367 8,476 Other receivables 3,303 6,821 Prepayment of long-lived assets (including renovation-in-progress) 44,056 61,733 Security deposits 48,770 47,314 Others 14,025 11,272 124,521 135,616 |
LOANS RECEIVABLE, NET
LOANS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2022 | |
LOANS RECEIVABLE, NET [Abstract] | |
LOANS RECEIVABLE, NET | 6. LOANS RECEIVABLE, NET Loans receivable represents loans granted to commercial and consumer customers. The Company monitors credit quality for all loans receivable on a recurring basis by evaluating the customers’ prior repayment history available internally and external sources information, where applicable. The Company uses delinquency status and trends to assist in making new and ongoing credit decisions, and to plan its collection practices and strategies. The following table presents the loans receivable by each of the loan portfolio: As of December 31, 2021 $ 2022 $ Commercial 107,357 45,405 Consumer 1,520,237 2,268,844 1,627,594 2,314,249 Allowance for credit losses (97,676 ) (238,819 ) 1,529,918 2,075,430 Transfers of loans receivable that do not qualify for sale accounting continue to be reported on the Company’s consolidated balance sheets. As of December 31, 2021 and 2022, nil The following table is a summary of the delinquency status of the loans receivable by year of origination: As of December 31, 2021 Year of origination Commercial 2021 $ 2020 $ 2019 $ 2018 $ 2017 $ Prior $ Total $ Delinquency: Current 18,642 66,088 10,332 3,744 1,985 1,127 101,918 Past due - 1 to 30 days 11 143 277 102 96 – 629 - 31 to 60 days 36 1,187 2 – 73 – 1,298 - 61 to 90 days 11 215 155 38 11 – 430 - More than 90 days 71 616 1,685 627 38 45 3,082 18,771 68,249 12,451 4,511 2,203 1,172 107,357 Consumer Delinquency: Current 1,414,709 1,091 6,501 4,551 2,098 96 1,429,046 Past due - 1 to 30 days 28,758 418 263 265 76 32 29,812 - 31 to 60 days 17,632 105 1,017 1,290 475 85 20,604 - 61 to 90 days 11,956 38 183 100 8 1 12,286 - More than 90 days 27,008 1,158 58 122 88 55 28,489 1,500,063 2,810 8,022 6,328 2,745 269 1,520,237 As of December 31, 2022 Year of origination Commercial 2022 $ 2021 $ 2020 $ 2019 $ 2018 $ Prior $ Total $ Delinquency: Current 918 6,159 30,778 4,134 1,282 923 44,194 Past due - 1 to 30 days 10 37 117 148 13 – 325 - 31 to 60 days – – 38 249 32 – 319 - 61 to 90 days – 22 – 1 42 2 67 - More than 90 days – 64 105 212 79 40 500 928 6,282 31,038 4,744 1,448 965 45,405 Consumer Delinquency: Current 2,050,721 641 807 2,790 1,702 786 2,057,447 Past due - 1 to 30 days 70,761 206 143 97 66 14 71,287 - 31 to 60 days 49,493 341 96 490 560 190 51,170 - 61 to 90 days 44,065 581 18 16 22 – 44,702 - More than 90 days 26,308 16,718 913 146 39 114 44,238 2,241,348 18,487 1,977 3,539 2,389 1,104 2,268,844 An analysis of the loans receivable’s allowance for credit losses by portfolio segment is as follows: Commercial $ Consumer $ Total $ Balance as of January 1, 2021 28,324 12,160 40,484 Provision for credit losses 7,343 107,722 115,065 Write-off of loans receivable (27,311 ) (29,497 ) (56,808 ) Exchange differences (657 ) (408 ) (1,065 ) Balance as of December 31, 2021 7,699 89,977 97,676 Provision for credit losses (1,202 ) 494,815 493,613 Write-off of loans receivable (4,772 ) (331,401 ) (336,173 ) Exchange differences (285 ) (16,012 ) (16,297 ) Balance as of December 31, 2022 1,440 237,379 238,819 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENTS [Abstract] | |
INVESTMENTS | 7. INVESTMENTS The following table sets forth a breakdown of the categories of short-term and long-term investments held by the Company: As of December 31, 2021 2022 $ $ Short-term investments Debt securities: Held to maturity 869,931 557,249 Available-for-sale 28,166 304,453 Equity securities 13,184 2,556 911,281 864,258 Long-term investments Debt securities: Held to maturity 66,071 64,790 Available-for-sale 192,139 292,724 Equity securities 463,934 521,742 Equity method investments 152,419 196,104 Investments carried at fair value 178,298 178,233 1,052,861 1,253,593 Debt securities Held to maturity investments include time deposits placed with financial institutions and sovereign bonds. Available-for-sale investments include sovereign bonds, convertible loans, corporate bonds and redeemable preference shares of investees. An impairment loss on available-for-sale investments of $51,000, nil nil Marketable equity securities The net unrealized fair value (loss) gain of ($24,150), ($63,434) and $146 related to the marketable equity securities had been recognized in the consolidated statements of operations as “Net investment loss” during the years ended December 31, 2020, 2021 and 2022, respectively. Non-marketable equity securities As a result of the deterioration in economic and market conditions, the Company determined an impairment indicator existed as of December 31, 2022 and the fair value of certain investments was less than their carrying amount. nil Equity method investments An impairment loss on equity method investments of $3,393, nil The following table summarizes the cost or amortized cost, gross unrecognized gains and losses, gross unrealized gains and losses, and fair value of the Company’s debt securities and investments carried at fair value as of December 31, 2021 and 2022: As of December 31, 2021 Cost or amortized cost Gross unrecognized gains Gross unrecognized losses Gross unrealized gains Gross unrealized losses Fair value $ $ $ $ $ $ Short-term investments Debt securities: Held to maturity 869,931 26 (10 ) – – 869,947 Available-for-sale 28,190 – – 40 (64 ) 28,166 Long-term investments Debt securities: Held to maturity 66,071 2,354 (181 ) – – 68,244 Available-for-sale 192,257 – – 1,287 (1,405 ) 192,139 Investments carried at fair value 151,227 – – 27,071 – 178,298 1,307,676 2,380 (191 ) 28,398 (1,469 ) 1,336,794 As of December 31, 2022 Cost or amortized cost Gross unrecognized gains Gross unrecognized losses Gross unrealized gains Gross unrealized losses Fair value $ $ $ $ $ $ Short-term investments Debt securities: Held to maturity 557,249 4 (2 ) – – 557,251 Available-for-sale 304,649 – – 26 (222 ) 304,453 Long-term investments Debt securities: Held to maturity 64,790 551 (756 ) – – 64,585 Available-for-sale 301,020 – – 151 (8,447 ) 292,724 Investments carried at fair value 225,709 – – 27,071 (74,547 ) 178,233 1,453,417 555 (758 ) 27,248 (83,216 ) 1,397,246 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 8. PROPERTY AND EQUIPMENT, NET As of December 31, 2021 2022 $ $ Computers 883,249 1,381,797 Office equipment, furniture and fittings 43,060 62,262 Leasehold improvements 252,778 381,443 Transportation assets 208,701 123,835 Warehouse equipment 20,796 36,023 Land 196,421 272,042 Building 1,956 14,702 Construction-in-progress 22,952 51,575 1,629,913 2,323,679 Less: accumulated depreciation (599,950 ) (935,784 ) 1,029,963 1,387,895 Depreciation expenses recognized for each of the years ended December 31, 2020, 2021 and 2022 were included in the following captions: Year ended December 31, 2020 $ 2021 $ 2022 $ Cost of revenue 118,691 180,140 261,582 Sales and marketing expenses 4,965 7,960 10,733 General and administrative expenses 41,384 64,187 117,593 Research and development expenses 4,027 8,395 15,019 169,067 260,682 404,927 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES [Abstract] | |
LEASES | 9. LEASES The Company has entered into commercial operating leases for the use of offices, warehouses and data centers as lessee. These leases have original terms not exceeding 15 years. These leases have varying terms, escalation clauses and renewal rights. Information pertaining to lease amounts recognized in the Company’s consolidated financial statements is summarized as follows: Year ended December 31, 2020 $ 2021 $ 2022 $ Lease cost Operating lease cost 73,273 138,766 257,359 Short-term lease cost 6,451 14,831 24,507 79,724 153,597 281,866 Supplemental cash flow information Operating cash flows from operating leases 72,756 128,751 228,604 ROU assets obtained in exchange for new operating lease liabilities 95,020 520,354 596,887 As of December 31, 2021 2022 Weighted-average remaining lease term Operating leases 4.99 years 5.66 years Weighted-average discount rate Operating leases 7.5% 7.8% Maturities of operating lease liabilities as of December 31, 2022 were as follows: $ 2023 281,666 2024 243,623 2025 214,524 2026 178,379 2027 121,458 Thereafter 266,602 Total lease payments 1,306,252 Less: imputed interest (279,466 ) Present value of lease liabilities 1,026,786 The Company has additional operating leases, primarily for offices, warehouses and data centers that have not yet commenced of $803,770 with lease terms not exceeding 12 years and $810,652 with lease terms not exceeding 14 years, as of December 31, 2021 and 2022, respectively . |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS, NET [Abstract] | |
INTANGIBLE ASSETS, NET | 10. INTANGIBLE ASSETS, NET As of December 31, 2021 $ 2022 $ Licensing fee 36,654 18,629 IP right 45,918 42,943 Trademarks 10,679 10,679 Technology 15,200 – Software, including internal use software under development 30,202 66,117 Others 5,269 5,267 Total intangible assets, gross 143,922 143,635 Accumulated amortization: Licensing fee (33,704 ) (15,713 ) IP right (39,357 ) (37,538 ) Trademarks (4,806 ) (5,873 ) Technology (4,856 ) – Software (7,060 ) (17,203 ) Others (1,622 ) (2,289 ) Total accumulated amortization (91,405 ) (78,616 ) Total intangible assets, net 52,517 65,019 The estimated aggregate amortization expenses of intangible assets, excluding internal use software under development, for each of the five succeeding fiscal years and thereafter are as follows: $ 2023 20,363 2024 16,756 2025 7,691 2026 1,725 2027 1,114 Thereafter 56 47,705 Amortization expenses related to intangible assets was $11,694, $18,350 and $23,417 for |
ACCRUED EXPENSES AND OTHER PAYA
ACCRUED EXPENSES AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2022 | |
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: As of December 31, 2021 $ 2022 $ Current Accrued cost of revenue and sales and marketing expenses 810,010 761,199 Accrued interest for convertible notes 4,540 3,917 Accrued office-related operating expenses 6,509 7,113 Business and other taxes payables 118,237 133,636 Other payables 177,293 173,560 Accrued payroll and welfare expenses 277,774 213,369 Payables and accruals for long-lived assets 56,874 38,473 Finance lease liabilities 1,516 3,138 Liabilities directly associated with the assets held for sale – 12,020 Others 67,185 50,188 1,519,938 1,396,613 Non-current Finance lease liabilities 7,022 11,844 Others 69,212 75,228 76,234 87,072 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2022 | |
BORROWINGS [Abstract] | |
BORROWINGS | 12. BORROWINGS Bank borrowings During the years ended December 31, 2021 and 2022, the Company entered into revolving credit facilities that allowed the Company to borrow up to $200,000 and $475,000, respectively. As of December 31, 2021, the Company had $100,000 outstanding balance and $100,000 of undrawn revolving credit facilities. The amount drawn down bears a weighted average interest of 0.93% per annum. As of December 31, 2022, the Company had $49,000 outstanding balance and $426,000 of undrawn revolving credit facilities. The amount drawn down bears a weighted average interest of 3.98% per annum. Secured borrowings Sale proceeds from transfers of loans receivable that do not qualify for sale accounting are reported as secured borrowings. As of December 31, 2021 and 2022, nil |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | 13. CONVERTIBLE NOTES As of December 31, 2021 $ 2022 $ 2023 Convertible Notes 28,207 31,237 2024 Convertible Notes 131,528 151,459 2025 Convertible Notes 928,683 1,144,794 2026 Convertible Notes 2,387,290 2,042,497 3,475,708 3,369,987 The Company issued the following convertible notes and the terms are as follows: 2023 Convertible Notes 2024 Convertible Notes 2025 Convertible Notes 2026 Convertible Notes Issuance date June 18, 2018 November 18, 2019 May 22, 2020 September 14, 2021 Maturity date July 1, 2023 December 1, 2024 December 1, 2025 September 15, 2026 Principal amount $575,000 $1,150,000 $ $2,875,000 Interest rate 2.25% 1.00% 2.375% 0.25% Initial conversion rate 50.5165 American Depositary Shares (“ADSs”) per $1 principal amount, equivalent to $19.80 per ADS 19.9475 ADSs per $1 principal amount, equivalent to $50.13 per ADS 11.0549 ADSs per $ equivalent to $90.46 per ADS 2.0964 ADSs per $1 principal amount, equivalent to $477.01 per ADS Agreed conversion date January 1, 2023 June 1, 2024 September 1, 2025 June 15, 2026 The (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 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 scheduled trading day immediately preceding the maturity date (the “Conversion Option”). The conversion is 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 Convertible Notes, and 2026 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, Derivatives and Hedging The following table presents the carrying amount of the Convertible Notes: As of December 31, 2021 As of December 31, 2022 2023 Convertible Notes $ 2024 Convertible Notes $ 2025 Convertible Notes $ 2026 Convertible Notes $ Total $ 2023 Convertible Notes $ 2024 Convertible Notes $ 2025 Convertible Notes $ 2026 Convertible Notes $ Total $ Principal 31,305 152,048 1,149,500 2,875,000 4,207,853 31,300 152,048 1,149,500 2,057,784 3,390,632 Less: unamortized issuance cost and debt discount (3,098 ) (20,520 ) (220,817 ) (487,710 ) (732,145 ) (63 ) (589 ) (4,706 ) (15,287 ) (20,645 ) Net carrying amount 28,207 131,528 928,683 2,387,290 3,475,708 31,237 151,459 1,144,794 2,042,497 3,369,987 During the years ended December 31, 2020, 2021 and 2022, the Company recognized total interest expense for coupon interest of $35,527, $36,191 and $36,544, respectively and amortization of discount and debt issuance costs on the liability component amounted to $88,198, $100,141 and $7,536, respectively. As a result of the adoption of ASU 2020-06, remaining discount on liability component had been derecognized and therefore amortization of discount on the liability component is no longer recognized. As of December 31, 2021, the if-converted value of 2023, 2024 and 2025 Convertible Notes exceeded the principal amount by $322,474, $526,459 and $1,693,319. As of December 31, 2022, the if-converted value of 2023 and 2024 Convertible Notes exceeded the principal amount by $50,968 and $5,758. Capped call transactions In connection with the offering of 2024 Convertible Notes and 2025 Convertible Notes, the Company entered into separately negotiated capped call transactions with certain counterparties (collectively, the “Capped Calls”). The details of the Capped Calls are as follows: 2024 Convertible Notes 2025 Convertible Notes Initial strike price per share $ 50.13 $ 90.46 Initial cap price per share $ 70.36 $ 136.54 The Capped Calls are generally intended to reduce or offset the potential economic dilution to the Class A ordinary shares upon any conversion of the 2024 Convertible Notes and 2025 Convertible Notes, respectively, 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 costs of $97,060 and $135,700 incurred in connection with the Capped Calls of the 2024 Convertible Notes and 2025 Convertible Notes, respectively, were recorded as reductions 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, 2022 | |
SHARE-BASED COMPENSATION [Abstract] | |
SHARE-BASED COMPENSATION | 14. SHARE-BASED COMPENSATION With effect on January 1, 2022, the maximum number of shares which may be issued pursuant to all awards under its 2009 share incentive plan (the “Plan”) increased to 176,775,641 Class A ordinary shares. The Company amended the Plan in April 2022 to automatically increase on January 1 of each of 2023, 2024, 2025 and 2026 by 3% of the total number of ordinary shares of all classes of the Company outstanding on that day immediately before the increase. Under the Plan, the Company may grant options, restricted share award (“RSA”), restricted share unit (“RSU”) or share appreciation right (“SAR”) to its officers, employees, directors and other eligible persons (collectively known as “Eligible Persons”). 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”). During the years ended December 31, 2021 and 2022, the Company granted 4,162,121 options, 3,551,491 RSUs and 51,464 SARs and 30,000,000 options, 7,320,443 RSUs and 54,186 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. On April 17, 2022, 4,000,000 existing options were cancelled and 4,000,000 new options were granted concurrently to the same grantee with an exercise price of US$120 per share on the same date. The new options will vest every three months over a period of five years commencing April 30, 2022 and will expire 10 years after the grant date. This is accounted for as a modification and resulted in an incremental share-based compensation cost of US$99,198, which shall be recognised over the new vesting period of the new options of five years commencing April 30, 2022. (a) Option granted to Eligible Persons The following table summarizes the Company’s share option activity under the Plan: Number of Weighted Weighted Aggregate $ Years $ Outstanding, January 1, 2020 47,188,554 13.89 Granted 5,809,024 18.59 Exercised (5,486,180 ) 11.29 Forfeited (45,678 ) 14.09 Outstanding, December 31, 2020 47,465,720 14.76 7.57 8,747,373 Vested and expected to vest at December 31, 2020 47,465,720 14.76 Exercisable as of December 31, 2020 25,298,368 13.73 7.03 4,688,260 Outstanding, January 1, 2021 47,465,720 14.76 Granted 4,162,121 269.09 Exercised (5,405,228 ) 14.44 Forfeited – Outstanding, December 31, 2021 46,222,613 37.70 6.89 8,822,987 Vested and expected to vest at December 31, 2021 46,222,613 37.70 Exercisable as of December 31, 2021 30,707,210 14.13 6.32 6,435,641 Outstanding, January 1, 2022 46,222,613 37.70 Granted 30,000,000 120.00 Cancelled (4,000,000 ) 280.00 Exercised (3,676,911 ) 13.82 Forfeited (12,516 ) 14.10 Outstanding, December 31, 2022 68,533,186 60.87 7.30 1,433,420 Vested and expected to vest at December 31, 2022 68,533,186 60.87 Exercisable as of December 31, 2022 36,880,548 22.99 5.97 1,274,793 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 2020 Granted in 2021 Granted in 2022 Risk-free interest rates 0.39% – 1.66% 0.74% – 1.07% 2.79% – 2.84% Expected term 5.5 – 7.5 years 5.6 – 7.5 years 5.1 – 7.5 years Expected volatility 32.4% – 33.7% 32.1% – 33.0% 48.7% – 55.9% Expected dividend yield – – – The Black-Scholes option pricing model was applied in determining the estimated fair value of the share options granted to 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 US Treasury Yields 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. The Company’s management is ultimately responsible for the determination of the estimated fair value of its ordinary shares. The weighted-average grant-date fair value of share options granted during the years of December 31, 2020, 2021 and 2022 were $37.86, $75.83 and $57.74, respectively. The total fair value of share options vested during the years ended December 31, 2020, 2021 and 2022 was $88,114, $88,507 and $389,734, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2020, 2021 and 2022 was $767,203, $1,361,800 and $143,176, respectively. As of December 31, 2022, there were $1,616,133 total unrecognized share-based compensation cost related to unvested options which is expected to be recognized over a weighted-average period of 4.30 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, 2020 8,081,437 18.02 8.93 325,035 Granted 5,034,735 72.37 Vested (3,332,063 ) 19.25 Forfeited (442,181 ) 28.74 Unvested, December 31, 2020 2021 9,341,928 46.36 8.64 1,859,511 Granted 3,551,491 258.97 Vested (4,127,006 ) 40.59 Forfeited (637,193 ) 102.92 Unvested, December 31, 2021 2022 8,129,220 137.76 8.47 1,818,588 Granted 7,320,443 99.25 Vested (3,864,257 ) 110.34 Forfeited (1,933,175 ) 133.12 Unvested, December 31, 2022 9,652,231 120.48 8.81 502,206 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 weighted-average grant-date fair value of RSAs and RSUs granted during the years ended December 31, 2020, 2021 and 2022 was $72.37, $258.97 and $99.25, respectively. The total fair value of RSAs and RSUs vested during the years ended December 31, 2020, 2021 and 2022 was $64,153, $167,507 and $426,398, respectively. As of December 31, 2022, there was $1,162,883 of unrecognized share-based compensation cost related to RSAs and RSUs which is expected to be recognized over a weighted-average vesting period of 2.80 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, 2020, 2021 and 2022 is as follows: Year ended December 31, 2020 2021 2022 $ $ $ Share options: Cost of revenue 130 390 – Sales and marketing expenses 69 5 – General and administrative expenses 179,544 207,204 313,917 Research and development expenses 401 33 254 180,144 207,632 314,171 Cash received for the exercise in the respective years 61,949 77,639 50,211 RSAs/ RSUs: Cost of revenue 4,385 8,318 11,104 Sales and marketing expenses 10,100 23,350 36,812 General and administrative expenses 37,433 67,421 67,388 Research and development expenses 45,820 148,592 283,747 97,738 247,681 399,051 SARs: Cost of revenue 2,867 3,389 (1,928 ) Sales and marketing expenses 5,462 6,850 (1,762 ) General and administrative expenses 3,534 3,658 (2,993 ) Research and development expenses 501 1,114 (643 ) 12,364 15,011 (7,326 ) |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2022 | |
ORDINARY SHARES [Abstract] | |
ORDINARY SHARES | 15. ORDINARY SHARES The Company has $7,500,000 authorized share capital which 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 Memorandum and Articles of Association. Each Class A ordinary share shall be entitled to one 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. During the years ended December 31, 2021 and 2022, 4,200,000 outstanding Class B ordinary shares were converted to 4,200,000 Class A ordinary shares and 102,447,910 outstanding Class B ordinary shares were converted to 102,447,910 Class A ordinary shares, respectively. The Company completed the follow-on offering in December 2020 and September 2021, and issued an aggregate of 15,180,000 and 12,650,000 ADSs, respectively, representing 15,180,000 and 12,650,000 Class A ordinary shares for total proceeds, net of issuance costs of $2,908,299 and $3,972,416, respectively. The Company’s shareholders approved as a special resolution to increase the voting power of each Class B ordinary share from three votes to fifteen votes on all matters subject to vote at general meetings of the Company in February 2022. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Dec. 31, 2022 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The changes in accumulated other comprehensive income (loss) by component, net of tax, are as follows: Unrealized fair value gain (loss) on available- for-sale investments Foreign currency translation Total $ $ $ Balance as of January 1, 2020 5,400 49 5,449 Current year other comprehensive (loss) income (4,419 ) 3,603 (816 ) Transactions with non-controlling interests – 48 48 Balance as of December 31, 2020 981 3,700 4,681 Current year other comprehensive loss (1,278 ) (32,263 ) (33,541 ) Transactions with non-controlling interests – 341 341 Balance as of December 31, 2021 (297 ) (28,222 ) (28,519 ) Current year other comprehensive loss (6,263 ) (78,297 ) (84,560 ) Capital contributed by non-controlling interest – 1,864 1,864 Balance as of December 31, 2022 (6,560 ) (104,655 ) (111,215 ) |
RESTRICTED NET ASSETS
RESTRICTED NET ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
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. 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 changes in statutory reserve are as follows: Year ended December 31, 2021 $ 2022 $ At the beginning of the financial year 2,363 6,144 Transferred from retained earnings 3,781 6,346 At the end of the financial year 6,144 12,490 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, 2021 and 2022, the subsidiary in Taiwan had an accumulated reserve of $76 and $272, 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, 2021 and 2022, the subsidiary in Thailand had an accumulated reserve of $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, 2021 and 2022, the Company’s PRC subsidiaries had an accumulated reserve of $6,055 and $12,205, respectively. Indonesia The Indonesian regulations require a limited liability company to reserve a certain amount from its net income 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, 2021 and 2022, the Company’s Indonesia subsidiaries have not appropriated any funds into the statutory reserve account. |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2022 | |
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, 2020, 2021 and 2022. Garena Online was granted an additional five-year Development and Expansion Incentive (“DEI”) by the Singapore Economic Development Board (the “EDB”) commencing from January 1, 2017, with another five-year extension commencing from January 1, 2022, which grant a concessionary tax rate of 10% from January 1, 2017 to December 31, 2021 and 10.5% from January 1, 2022 to December 31, 2026 on qualifying income, subject to certain terms and conditions imposed by the EDB. Others Subsidiaries incorporated in other countries are subject to the respective applicable corporate income tax rates of the countries where they are resident. Domestic statutory corporate income tax rate in Indonesia was reduced from 25% to 22% with effect from the financial year 2020. In March 2021, the Philippines reduced its corporate income tax rate from 30% to 25%, effective retroactively from July 1, 2020. Income tax expense comprises: Year ended December 31, 2020 $ 2021 $ 2022 $ Current income tax 117,649 289,998 272,070 Deferred tax (27,451 ) (975 ) (140,553 ) Withholding tax expense 51,442 43,842 36,878 141,640 332,865 168,395 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, 2020, 2021 and 2022 is as follows: Year ended December 31, 2020 $ 2021 $ 2022 $ Loss before income tax and share of results of equity investees (1,483,238 ) (1,715,184 ) (1,500,533 ) Tax expense computed at tax rate of 17 (252,150 ) (291,581 ) (255,091 ) Changes in valuation allowance 403,329 828,141 389,129 Non-deductible expenses 9,554 19,569 28,397 Effect of concessionary tax rate and tax reliefs (82,951 ) (183,962 ) (117,558 ) Withholding tax expense 51,442 43,842 36,878 Foreign earnings at different tax rates 15,103 (82,388 ) 85,204 Others (2,687 ) (756 ) 1,436 141,640 332,865 168,395 Deferred tax The significant components of deferred taxes are as follows: As of December 31, 2021 $ 2022 $ Deferred tax assets Property and equipment 3,290 11,039 Deferred revenue 145,003 93,163 Unutilized tax losses and unused capital allowances 1,690,773 2,049,196 Provision and accrued expenses 28,807 58,650 Allowance for credit losses 13,012 41,002 Others 7,811 19,844 Valuation allowance (1,768,957 ) (2,013,288 ) Total deferred tax assets 119,739 259,606 Deferred tax liabilities Property and equipment (6,949 ) (14,456 ) Intangible assets (1,174 ) (1,292 ) Deferred channel costs (13,783 ) (7,111 ) Others (1,070 ) (1,488 ) Total deferred tax liabilities (22,976 ) (24,347 ) Net deferred tax assets 96,763 235,259 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 $1,671,044, $3,473,098 and $2,661,916 as of December 31, 2020, 2021 and 2022, respectively. The tax losses of $2,661,916 as of December 31, 2022 will expire from 2023 to 2042. 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, 2022, 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, 2022 | |
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: Year ended December 31, 2020 $ 2021 $ 2022 $ Numerator: Net loss attributable to ordinary shareholders (1,618,056 ) (2,046,759 ) (1,651,421 ) Denominator: Weighted-average number of shares outstanding – basic and diluted 477,264,888 532,705,796 558,119,948 Basic and diluted loss per share: (3.39 ) (3.84 ) (2.96 ) The following potential common shares were excluded from calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Year ended December 31, 2020 2021 2022 Share options 50,090,731 46,225,613 68,800,110 RSAs/RSUs 9,341,928 8,129,220 9,652,231 Convertible notes 37,370,919 23,349,154 21,635,690 96,803,578 77,703,987 100,088,031 The denominator for diluted loss per share for the years ended December 31, 2020, 2021 and 2022 does not include any effect from the Capped Calls (Note 13) because it would be anti-dilutive. In the event of conversion of any or all of the 2024 Convertible Notes and 2025 Convertible Notes, the shares that would be delivered to the Company under the Capped Calls are designed to neutralize the dilutive effect of the shares that the Company would issue under the convertible notes. During the years ended December 31, 2021 and 2022, respectively, the Company issued 12,000,000 and 7,000,000 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 20. RELATED PARTY TRANSACTIONS (a) Related parties (1) Name of related parties Relationship with the Company Tencent Limited and its affiliates (“Tencent”) A shareholder of the Company (1) These are the related parties that have engaged in significant transactions with the Company for the years ended December 31, 2020, 2021 and 2022. On September 5, 2022, the director who is an executive officer of Tencent resigned from the Board of Directors of the Company and Tencent granted an irrevocable voting proxy with respect to all its shares in the Company to the Board of Directors of the Company to vote on matters that are subject to the vote of shareholders of the Company. Accordingly, Tencent is no longer a related party of the Company. (b) The Company had the following significant related party transactions for the years ended December 31, 2020, 2021 and 2022: Year ended December 31, 2020 $ 2021 $ 2022 $ Royalty fee and license fee to: - Tencent 110,686 139,930 99,628 Services provided by: - Tencent 23,352 24,981 9,794 (c) The Company had the following significant related party balances as of December 31, 2021 and 2022: As of December 31, 2021 $ 2022 $ Amounts due to related parties: - Tencent 73,244 – |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
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 E-commerce Digital financial services 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, 2020, 2021 and 2022 presented were as follows: Year ended December 31, 2020 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated ( 1 $ Consolidated $ Revenue 2,015,972 2,167,149 60,785 131,758 – 4,375,664 Operating income (loss) 1,016,793 (1,442,593 ) (520,075 ) (49,006 ) (308,444 ) (1,303,325 ) Non-operating loss, net (179,913 ) Income tax expense (141,640 ) Share of results of equity investees 721 Net loss (1,624,157 ) Year ended December 31, 2021 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated ( 1 $ Consolidated $ Revenue 4,320,013 5,122,959 469,774 42,444 – 9,955,190 Operating income (loss) 2,500,081 (2,766,566 ) (640,422 ) (177,633 ) (498,520 ) (1,583,060 ) Non-operating loss, net (132,124 ) Income tax expense (332,865 ) Share of results of equity investees 5,019 Net loss (2,043,030 ) Year ended December 31, 2022 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated ( 1 $ Consolidated $ Revenue 3,877,163 7,288,677 1,221,996 61,869 – 12,449,705 Operating income (loss) 1,971,416 (2,013,360 ) (277,264 ) (252,162 ) (916,138 ) (1,487,508 ) Non-operating loss, net (13,025 ) Income tax expense (168,395 ) Share of results of equity investees 11,156 Net loss (1,657,772 ) (1) Unallocated expenses are mainly relating to share-based compensation, impairment of goodwill of prior acquisitions that are not under the Company’s reportable segments, and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segments results as they are not reviewed by the CODM as part of segment performance. Revenue from external customers is classified based on the geographical locations where the services were provided. Year ended December 31, 2020 $ 2021 $ 2022 $ Revenue Southeast Asia 2,791,894 6,316,782 8,321,249 Latin America 790,308 1,850,861 2,043,918 Rest of Asia 655,007 1,394,342 1,727,187 Rest of the world 138,455 393,205 357,351 Consolidated revenue 4,375,664 9,955,190 12,449,705 Long-lived assets consist of property and equipment, operating lease right-of-use assets and intangible assets. As of December 31, 2021 $ 2022 $ Long-lived assets Southeast Asia 1,412,748 1,804,846 Rest of Asia 262,978 348,116 Rest of the world 56,434 257,792 1,732,160 2,410,754 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 22. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2 – Inputs that are based on quoted prices and market observable data of similar instruments in active markets Level 3 – Unobservable inputs that are supported by little or no market activities The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Derivative instruments are categorized within Level 2 of the fair value hierarchy because the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates. As of December 31, 2021 and 2022, assets and liabilities categorized within Level 3 of the fair value hierarchy included investments in convertible loan, investments in sovereign bonds, investments carried at fair value, investments in equity securities accounted under measurement alternative, redeemable preference shares of investees and other assets. Investments in debt securities Investments carried at fair value or measurement alternative – the Company used market adjusted option pricing model backsolve, which is determined by using information including but not limited to the pricing of recent rounds of financing of the investees, liquidity factors and a selection of comparable companies . The significant unobservable input used to determine the fair value of investments carried at fair value or measurement alternative under the market adjusted option pricing model backsolve is as follows: Unobservable input ( 1 Weighted average ( 2 Range Market adjustment (20%) (90%) to 7% (1) Significant increase (decrease) in the input would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. (2) Input was weighted based on the fair value of the investments included in the range. Convertible Notes Other assets – the Company used market approach to determine the fair value of certain assets by comparing to the sale and purchase transactions of comparable assets in the market, adjusted with differences such as size, physical condition, location and etc. Assets and liabilities measured or reported at fair value on a recurring basis are summarized below: As of December 31, 2021 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Held to maturity investments 937,741 – 450 938,191 Available-for-sale investments 185,929 – 34,376 220,305 Equity securities 13,184 – – 13,184 Investments carried at fair value – – 178,298 178,298 Other assets – – 11,711 11,711 Derivative assets (1) – 694 – 694 Share appreciation rights (15,401 ) – – (15,401 ) 1,121,453 694 224,835 1,346,982 As of December 31, 2022 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Held to maturity investments 621,346 – 490 621,836 Available-for-sale investments 562,051 – 35,126 597,177 Equity securities 2,008 548 – 2,556 Investments carried at fair value – – 178,233 178,233 Other assets – – 9,668 9,668 Derivative assets (1) – 3 – 3 Derivative liabilities (2) – (2,277 ) – (2,277 ) Share appreciation rights (5,420 ) – – (5,420 ) 2023 Convertible Notes – – (82,666 ) (82,666 ) 2024 Convertible Notes – – (190,646 ) (190,646 ) 2025 Convertible Notes – – (1,148,639 ) (1,148,639 ) 2026 Convertible Notes – – (1,454,421 ) (1,454,421 ) 1,179,985 (1,726 ) (2,652,855 ) (1,474,596 ) (1) Included in prepaid expenses and other assets (2) Included i n accrued expenses and other payables Certain long-term equity securities that were accounted for using measurement alternative were measured at fair value on a non-recurring basis and were categorized within Level 3 of the fair value hierarchy because significant unobservable inputs were used to estimate its fair value. Assets remeasured at fair value within Level 3 of the fair value hierarchy on a non-recurring basis were nil Reconciliations of assets and liabilities measured at fair value on a recurring basis and are categorized within Level 3 of the fair value hierarchy are as follows: $ Available-for-sale investments Balance as of January 1, 2020 128,418 Additions 20,429 Conversion into ordinary shares of investees (72,000 ) Net investment loss included in earnings (51,000 ) Net unrealized loss included in other comprehensive income (4,490 ) Balance as of December 31, 2020 21,357 Additions 35,298 Conversion into ordinary shares of investees (21,340 ) Net unrealized loss included in other comprehensive income (958 ) Translation gain included in other comprehensive income 19 Balance as of December 31, 2021 34,376 Additions 3,198 Settlement (1,266 ) Net unrealized loss included in other comprehensive income (1,193 ) Translation gain included in other comprehensive income 11 Balance as of December 31, 2022 35,126 Investments carried at fair value Balance as of January 1, 2020 and January 1, 2021 – Additions 151,227 Net investment gain included in earnings 27,071 Balance as at December 31, 2021 178,298 Additions 74,482 Net investment loss included in earnings (74,547 ) Balance as of December 31, 2022 178,233 $ Other assets Balance as of January 1, 2020 – Acquisition of subsidiaries 8,860 Additions 13,340 Disposals (363 ) Write-down included in earnings (3,713 ) Translation gain included in other comprehensive income 900 Balance as of December 31, 2020 19,024 Additions 186 Disposals (3,513 ) Write-down included in earnings (3,627 ) Translation loss included in other comprehensive income (359 ) Balance as of December 31, 2021 11,711 Additions 56 Disposals (679 ) Write-down included in earnings (476 ) Translation loss included in other comprehensive income (944 ) Balance as of December 31, 2022 9,668 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 23. COMMITMENTS AND CONTINGENCIES Purchase commitments The Company has commitments to purchase property and equipment and hosting services of $362,592 and $99,050, committed licensing fee payable for the licensing of game titles of $13,671 and $13,677 and commitments to invest in certain companies of $183,562 and $125,733 as of December 31, 2021 and 2022, 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, 2021 and 2022, the minimum guarantee commitments amounted to $62,300 and $45,257, respectively, for its launched games as well as licensed but yet to be launched games. Others The Company has commitments to extend credit to customers on demand and interest receivables on non-performing assets which is not accrued. As of December 31, 2021, the undrawn credit facilities and interest receivables on non-performing assets amounted to $ and $ , respectively |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 intercompany transactions and balances between the Company, its subsidiaries and the VIEs are eliminated upon consolidation. |
Use of estimates | (c) Use of estimates 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 loans receivable, accounting for deferred income taxes and accounting for share-based compensation arrangements. Changes in facts and circumstances may result in revised estimates. Given the global economic climate and unforeseen effects from COVID-19 pandemic, the process of estimation has become more challenging. |
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 have 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 accumulated other comprehensive income (loss), a component of shareholders’ equity. Exchange differences arising on monetary items that form part of the Company’s net investments in foreign operations are recognized initially in other comprehensive income and accumulated under accumulated other comprehensive income (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 operations. |
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 mainly comprises monies received held in escrow in connection with the Company’s e-commerce business and mobile wallet in connection with the Company’s digital financial services business that are restricted and not available for the Company’s use. |
Accounts receivable, loans receivable and allowance for credit losses | (g) Accounts receivable, loans receivable and allowance for credit losses The Company has established a provision matrix applied on the portfolio segmented by factors such as geographic region and products that are considered to have similar credit characteristics and risk of loss. The allowance for credit losses is computed based on its historical lifetime credit loss experience, adjusted for forward-looking factors specific to the receivable and economic environment. The Company utilizes models such as transition matrix method based on roll rates and then transformed, taking into account expected future delinquency rate to estimate the likelihood that a loan will default over a given period of time, net of any recoveries. These models utilize information that is available at the reporting date about past events, current conditions and macro-economic forecasts. The macro-economic forecast varies by countries and include factors such as unemployment rates, growth rates in gross domestic product |
Inventories | (h) Inventories Inventories which comprise mainly merchandise products sold through the Company’s e-commerce business 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 are 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 5 years - Office equipment, furniture and fittings 3 to 10 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Transportation assets 4 to 10 years - Warehouse equipment 3 to years - Land use right Over the land use term - Building 6 to 20 years Freehold land has unlimited useful life and therefore is not depreciated. 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 subsidiaries and consolidated VIEs. During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon conclusion of the measurement period, any adjustments are recorded in the consolidated statements of operations. 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. In testing goodwill for impairment, the Company evaluates whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company applies a one-step quantitative test and record the amount of goodwill impairment as the excess of 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. |
Intangible assets | (k) Intangible assets Intangible assets acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Intangible assets arising from business combinations are measured at fair value upon acquisition. Other intangible assets are carried at cost less accumulated amortization and any recorded impairment. Costs incurred in connection with the planning and post implementation phases of the development of software for internal use are expensed. Costs incurred in the application development phase are capitalized when certain criteria are met. Capitalization ceases and the costs are amortized over the software’s estimated useful life when the software is ready for its intended use. Costs incurred internally in researching and developing a software product 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. None of such costs were capitalized for any of the periods presented. Intangible assets with finite useful lives are amortized 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 - IP right 1 to 5 years - Trademarks 7 to 10 years - Technology 6 years - Software 3 to 6 years - Customer relationships 3 to 8 years The useful lives and methods of amortization of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate. |
Investments | (l) Investments The Company’s investments consist of available-for-sale investments, held-to-maturity investments, equity security investments, investments carried at fair value and equity method investments. In accordance with ASC 320, Investments Debt Securities Credit losses related to available-for-sale investments to be recorded through an allowance for credit losses. The Company compares the present value of cash flows expected to be collected from the investment with the amortized cost basis of the security to determine if a credit loss exists. If the present value of cash flows expected to be collected is less than the amortized cost basis of the investment, a credit loss exists and an allowance for credit losses are recorded for the credit loss, limited by the amount that the fair value is less than amortized cost basis. An available-for-sale investment is written off in the period the investment is deemed uncollectible. The Company has the ability and intent to hold these investments with unrealized losses for a reasonable period of time sufficient for the recovery of their amortized cost bases. In accordance with ASC 946-320, Financial Services – Investment Companies, Investments – Debt and Equity Securities In accordance with ASC 321, Investments Equity Securities Fair Value Measurements 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 statements 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 A vailable-for-sale investments are measured at fair value with the change in fair value recognized in accumulated other comprehensive income (loss). Marketable equity securities, investments carried at fair value, certain other assets, derivative assets, derivative liabilities and share appreciation rights are measured at fair value with corresponding changes in the assets and liabilities’ fair values reflected in consolidated statements of operations |
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 virtual goods (consisting of virtual currencies and virtual items), including the ShopeePay and Shopee platform, other online payment gateways, bank transfers, credit cards, mobile phone billing and prepaid cards, including its own prepaid cards, which are sold through agents. As the Company controls the service of providing games to the users, and it has a direct contractual arrangement with the paying users and has the right to determine the price to be paid by such users, the gross proceeds collected from these channels represent 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 Compan y. Proceeds from these sales are initially recognized as “ Escrow payables and advances 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 goods. 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 hosting services and access to the purchased virtual goods within the online games over an estimated service period. Such service period is determined in accordance with the estimated average lifespan of the virtual items sold or the estimated average lifespan of the paying users 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 users’ historical usage patterns 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 paying users’ average lifespan on a quarterly basis. The Company believes the current revenue recognition provides reasonable depiction of the service transferred patterns to the customers and represents 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 behaviors may change and differ from the historical usage patterns and playing behaviors, 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 are recognized on a net basis. The Company also provides logistic services to end customers. Revenue from logistic services is 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’s 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. Sellers and buyers are customers of Shopee. (iii) Digital financial services The Company earns interest and fees from loans granted to customers. Interest and fees earned are recognized over the period of the loan based on the effective interest method. The Company also earns commissions from merchants when transactions are completed and settled through its digital financial services platform. Such commissions are generally determined as a percentage based on the value of the merchandise being sold by the merchants. Commissions are 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 expenditures 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. In some instances, the Company may record losses from transactions when the sales incentives provided exceeds the revenue earned from the customer on a transaction-by-transaction basis. Such losses are then reclassified and 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, except for qualifying costs relating to the development of software for internal use as described in Note 2(k). |
Leases | (s) Leases 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 prepayments, reduced by lease incentives and accrued rent. 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. The Company has elected to account for lease and non-lease components as a single lease component for data center leases only. 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 expense” 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 outstanding share-based awards, 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. |
Segment reporting | (w) 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 | (x) 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. |
Transfers of financial assets | (y) Transfers of financial assets The Company accounts for transfers of financial assets as true sales when the transferred assets have been legally isolated from the Company, the transferee has the right to pledge or exchange transferred assets and the Company does not maintain effective control over the transferred assets. Transfers of financial assets that do not qualify for sale accounting continue to be reported on the Company’s consolidated balance sheets as if the transfer had not occurred. Accordingly, the sale proceeds are recognized as secured borrowings. |
Recently adopted accounting pronouncements | (z) Recently adopted accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options Derivatives and Hedging – Contracts in Entity’s Own Equity Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method. As a result of this adoption, the cumulative effect of the changes made on its January 1, 2022 consolidated balance sheet for the adoption of the ASU 2020-06 was as follows: Balances as of December 31, 2021 Adjustments Balances as of January 1, 2022 $ $ $ Non-current liabilities Convertible notes 3,475,708 697,759 4,173,467 Shareholders’ equity Additional paid-in capital 14,622,292 (811,483 ) 13,810,809 Accumulated deficit (7,201,498 ) 113,724 (7,087,774 ) |
Prior period reclassification | (aa) Prior period reclassificatio Certain prior period amounts related to provision for credit losses, net (loss) gain on debt extinguishment, deposits payable, escrow payables and advances from customers have been reclassified to conform to the current period presentation. |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION [Abstract] | |
Significant Subsidiaries of Company and its Consolidated Variable Interest Entities | (a) As of December 31, 2022, significant subsidiaries of the Company include the following entities: Entity Date of incorporation/ acquisition Place of incorporation Percentage of direct ownership by the Company Principal activities 2021 2022 Garena Online Private Limited ( “ ” May 8, 2009 Singapore 100 100 Game operations and software development Shopee Limited January 16, 2015 Cayman Islands 100 100 Investment holding company Shopee Singapore Private Limited February 5, 2015 Singapore 100 100 Online platform PT Shopee International Indonesia August 5, 2015 Indonesia 100 100 Online platform |
Financial Information of VIEs | The following tables represent the financial information of the VIEs whom the Company does not have majority voting interest as of December 31, 2021 and 2022 and for the years ended December 31, 2020, 2021 and 2022 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group: As of December 31, 2021 2022 $ $ ASSETS Current assets Cash and cash equivalents 141,985 79,922 Amounts due from intercompanies (1) 159,349 153,070 Others 69,746 85,787 Total current assets 371,080 318,779 Non-current assets Property and equipment, net 40,246 86,229 Long-term investments 14,141 14,500 Deferred tax assets 43,961 40,561 Others 23,611 18,059 Total non-current assets 121,959 159,349 Total assets 493,039 478,128 LIABILITIES Current liabilities Accrued expenses and other payables 104,186 110,526 Deferred revenue 203,382 192,243 Amounts due to intercompanies (1) 157,251 88,639 Others 20,076 12,658 Total current liabilities 484,895 404,066 Non-current liabilities Deferred revenue 36,189 23,886 Amounts due to intercompanies (1) 27,596 83,958 Others 7,910 4,579 Total non-current liabilities 71,695 112,423 Total liabilities 556,590 516,489 (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. Year ended December 31, 2020 2021 2022 $ $ $ Revenue - Third-party customers 562,347 690,383 722,607 - Intercompanies 145,848 195,639 176,072 Net (loss) income (30,435 ) 22,390 20,425 Year ended December 31, 2020 2021 2022 $ $ $ Net cash generated from operating activities 134,060 61,875 22,449 Net cash used in investing activities (27,399 ) (14,847 ) (89,160 ) Net cash (used in) generated from financing activities (13,023 ) 15,030 44,442 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 5 years - Office equipment, furniture and fittings 3 to 10 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Transportation assets 4 to 10 years - Warehouse equipment 3 to years - Land use right Over the land use term - Building 6 to 20 years |
Estimated Useful Lives of Finite Lived Intangible Assets | Intangible assets with finite useful lives are amortized 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 - IP right 1 to 5 years - Trademarks 7 to 10 years - Technology 6 years - Software 3 to 6 years - Customer relationships 3 to 8 years |
Cumulative Effect of Changes on Consolidated Balance Sheet for Adoption | The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method. As a result of this adoption, the cumulative effect of the changes made on its January 1, 2022 consolidated balance sheet for the adoption of the ASU 2020-06 was as follows: Balances as of December 31, 2021 Adjustments Balances as of January 1, 2022 $ $ $ Non-current liabilities Convertible notes 3,475,708 697,759 4,173,467 Shareholders’ equity Additional paid-in capital 14,622,292 (811,483 ) 13,810,809 Accumulated deficit (7,201,498 ) 113,724 (7,087,774 ) |
GOODWILL AND ACQUISITIONS (Tabl
GOODWILL AND ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND ACQUISITIONS [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows: Year ended December 31, 2021 2022 $ $ At the beginning of the financial year 216,278 539,624 Acquisitions 327,026 60,695 Impairment – (354,943 ) Foreign currency translation (3,680 ) (15,168 ) At the end of the financial year 539,624 230,208 |
Allocation of Purchase Price | The allocation of the purchase price as of the date of acquisition is summarized as follows: $ Cash and cash equivalent 26,312 Others 31,056 Total assets acquired 57,368 Total liabilities assumed (19,311 ) Net assets acquired 38,057 Fulfilled by: Cash consideration 84,387 Contingent consideration 1,805 Fair value of non-controlling interests (1) 12,560 Goodwill 60,695 (1) Measured based on the fair value of the Company’s ordinary shares on the date of less control premium . |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PREPAID EXPENSES AND OTHER ASSETS [Abstract] | |
Prepaid Expenses and Other Assets | As of December 31, 2021 2022 $ $ Current Deferred channel costs 517,545 271,194 Other receivables 570,176 782,022 Prepaid expenses 120,753 121,049 Security deposits 18,725 16,828 Taxes receivable 145,401 168,266 Securities purchased under agreements to resell 11,418 390,002 Assets held for sale – 25,954 Others 17,845 23,336 1,401,863 1,798,651 Non-current Deferred channel costs 14,367 8,476 Other receivables 3,303 6,821 Prepayment of long-lived assets (including renovation-in-progress) 44,056 61,733 Security deposits 48,770 47,314 Others 14,025 11,272 124,521 135,616 |
LOANS RECEIVABLE, NET (Tables)
LOANS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LOANS RECEIVABLE, NET [Abstract] | |
Loan Portfolios | The following table presents the loans receivable by each of the loan portfolio: As of December 31, 2021 $ 2022 $ Commercial 107,357 45,405 Consumer 1,520,237 2,268,844 1,627,594 2,314,249 Allowance for credit losses (97,676 ) (238,819 ) 1,529,918 2,075,430 |
Summary of Delinquency Status of Loans Receivable by Year of Origination | The following table is a summary of the delinquency status of the loans receivable by year of origination: As of December 31, 2021 Year of origination Commercial 2021 $ 2020 $ 2019 $ 2018 $ 2017 $ Prior $ Total $ Delinquency: Current 18,642 66,088 10,332 3,744 1,985 1,127 101,918 Past due - 1 to 30 days 11 143 277 102 96 – 629 - 31 to 60 days 36 1,187 2 – 73 – 1,298 - 61 to 90 days 11 215 155 38 11 – 430 - More than 90 days 71 616 1,685 627 38 45 3,082 18,771 68,249 12,451 4,511 2,203 1,172 107,357 Consumer Delinquency: Current 1,414,709 1,091 6,501 4,551 2,098 96 1,429,046 Past due - 1 to 30 days 28,758 418 263 265 76 32 29,812 - 31 to 60 days 17,632 105 1,017 1,290 475 85 20,604 - 61 to 90 days 11,956 38 183 100 8 1 12,286 - More than 90 days 27,008 1,158 58 122 88 55 28,489 1,500,063 2,810 8,022 6,328 2,745 269 1,520,237 As of December 31, 2022 Year of origination Commercial 2022 $ 2021 $ 2020 $ 2019 $ 2018 $ Prior $ Total $ Delinquency: Current 918 6,159 30,778 4,134 1,282 923 44,194 Past due - 1 to 30 days 10 37 117 148 13 – 325 - 31 to 60 days – – 38 249 32 – 319 - 61 to 90 days – 22 – 1 42 2 67 - More than 90 days – 64 105 212 79 40 500 928 6,282 31,038 4,744 1,448 965 45,405 Consumer Delinquency: Current 2,050,721 641 807 2,790 1,702 786 2,057,447 Past due - 1 to 30 days 70,761 206 143 97 66 14 71,287 - 31 to 60 days 49,493 341 96 490 560 190 51,170 - 61 to 90 days 44,065 581 18 16 22 – 44,702 - More than 90 days 26,308 16,718 913 146 39 114 44,238 2,241,348 18,487 1,977 3,539 2,389 1,104 2,268,844 |
Loans Receivable's Allowance for Credit Losses | An analysis of the loans receivable’s allowance for credit losses by portfolio segment is as follows: Commercial $ Consumer $ Total $ Balance as of January 1, 2021 28,324 12,160 40,484 Provision for credit losses 7,343 107,722 115,065 Write-off of loans receivable (27,311 ) (29,497 ) (56,808 ) Exchange differences (657 ) (408 ) (1,065 ) Balance as of December 31, 2021 7,699 89,977 97,676 Provision for credit losses (1,202 ) 494,815 493,613 Write-off of loans receivable (4,772 ) (331,401 ) (336,173 ) Exchange differences (285 ) (16,012 ) (16,297 ) Balance as of December 31, 2022 1,440 237,379 238,819 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENTS [Abstract] | |
Short-term and Long-term Investments | The following table sets forth a breakdown of the categories of short-term and long-term investments held by the Company: As of December 31, 2021 2022 $ $ Short-term investments Debt securities: Held to maturity 869,931 557,249 Available-for-sale 28,166 304,453 Equity securities 13,184 2,556 911,281 864,258 Long-term investments Debt securities: Held to maturity 66,071 64,790 Available-for-sale 192,139 292,724 Equity securities 463,934 521,742 Equity method investments 152,419 196,104 Investments carried at fair value 178,298 178,233 1,052,861 1,253,593 |
Debt Securities and Investments Carried at Fair Value | The following table summarizes the cost or amortized cost, gross unrecognized gains and losses, gross unrealized gains and losses, and fair value of the Company’s debt securities and investments carried at fair value as of December 31, 2021 and 2022: As of December 31, 2021 Cost or amortized cost Gross unrecognized gains Gross unrecognized losses Gross unrealized gains Gross unrealized losses Fair value $ $ $ $ $ $ Short-term investments Debt securities: Held to maturity 869,931 26 (10 ) – – 869,947 Available-for-sale 28,190 – – 40 (64 ) 28,166 Long-term investments Debt securities: Held to maturity 66,071 2,354 (181 ) – – 68,244 Available-for-sale 192,257 – – 1,287 (1,405 ) 192,139 Investments carried at fair value 151,227 – – 27,071 – 178,298 1,307,676 2,380 (191 ) 28,398 (1,469 ) 1,336,794 As of December 31, 2022 Cost or amortized cost Gross unrecognized gains Gross unrecognized losses Gross unrealized gains Gross unrealized losses Fair value $ $ $ $ $ $ Short-term investments Debt securities: Held to maturity 557,249 4 (2 ) – – 557,251 Available-for-sale 304,649 – – 26 (222 ) 304,453 Long-term investments Debt securities: Held to maturity 64,790 551 (756 ) – – 64,585 Available-for-sale 301,020 – – 151 (8,447 ) 292,724 Investments carried at fair value 225,709 – – 27,071 (74,547 ) 178,233 1,453,417 555 (758 ) 27,248 (83,216 ) 1,397,246 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Property and Equipment, Net | As of December 31, 2021 2022 $ $ Computers 883,249 1,381,797 Office equipment, furniture and fittings 43,060 62,262 Leasehold improvements 252,778 381,443 Transportation assets 208,701 123,835 Warehouse equipment 20,796 36,023 Land 196,421 272,042 Building 1,956 14,702 Construction-in-progress 22,952 51,575 1,629,913 2,323,679 Less: accumulated depreciation (599,950 ) (935,784 ) 1,029,963 1,387,895 |
Depreciation Expenses | Depreciation expenses recognized for each of the years ended December 31, 2020, 2021 and 2022 were included in the following captions: Year ended December 31, 2020 $ 2021 $ 2022 $ Cost of revenue 118,691 180,140 261,582 Sales and marketing expenses 4,965 7,960 10,733 General and administrative expenses 41,384 64,187 117,593 Research and development expenses 4,027 8,395 15,019 169,067 260,682 404,927 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES [Abstract] | |
Information Pertaining to Lease | Information pertaining to lease amounts recognized in the Company’s consolidated financial statements is summarized as follows: Year ended December 31, 2020 $ 2021 $ 2022 $ Lease cost Operating lease cost 73,273 138,766 257,359 Short-term lease cost 6,451 14,831 24,507 79,724 153,597 281,866 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information Operating cash flows from operating leases 72,756 128,751 228,604 ROU assets obtained in exchange for new operating lease liabilities 95,020 520,354 596,887 |
Weighted-Average Remaining Lease Term | As of December 31, 2021 2022 Weighted-average remaining lease term Operating leases 4.99 years 5.66 years |
Weighted-Average Discount Rate | Weighted-average discount rate Operating leases 7.5% 7.8% |
Maturities of Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2022 were as follows: $ 2023 281,666 2024 243,623 2025 214,524 2026 178,379 2027 121,458 Thereafter 266,602 Total lease payments 1,306,252 Less: imputed interest (279,466 ) Present value of lease liabilities 1,026,786 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSETS, NET [Abstract] | |
Intangible Assets | As of December 31, 2021 $ 2022 $ Licensing fee 36,654 18,629 IP right 45,918 42,943 Trademarks 10,679 10,679 Technology 15,200 – Software, including internal use software under development 30,202 66,117 Others 5,269 5,267 Total intangible assets, gross 143,922 143,635 Accumulated amortization: Licensing fee (33,704 ) (15,713 ) IP right (39,357 ) (37,538 ) Trademarks (4,806 ) (5,873 ) Technology (4,856 ) – Software (7,060 ) (17,203 ) Others (1,622 ) (2,289 ) Total accumulated amortization (91,405 ) (78,616 ) Total intangible assets, net 52,517 65,019 |
Estimated Aggregate Amortization Expenses | The estimated aggregate amortization expenses of intangible assets, excluding internal use software under development, for each of the five succeeding fiscal years and thereafter are as follows: $ 2023 20,363 2024 16,756 2025 7,691 2026 1,725 2027 1,114 Thereafter 56 47,705 |
ACCRUED EXPENSES AND OTHER PA_2
ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES AND OTHER PAYABLES [Abstract] | |
Components of Accrued Expenses and Other Payables | The components of accrued expenses and other payables are as follows: As of December 31, 2021 $ 2022 $ Current Accrued cost of revenue and sales and marketing expenses 810,010 761,199 Accrued interest for convertible notes 4,540 3,917 Accrued office-related operating expenses 6,509 7,113 Business and other taxes payables 118,237 133,636 Other payables 177,293 173,560 Accrued payroll and welfare expenses 277,774 213,369 Payables and accruals for long-lived assets 56,874 38,473 Finance lease liabilities 1,516 3,138 Liabilities directly associated with the assets held for sale – 12,020 Others 67,185 50,188 1,519,938 1,396,613 Non-current Finance lease liabilities 7,022 11,844 Others 69,212 75,228 76,234 87,072 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES [Abstract] | |
Convertible Debts | As of December 31, 2021 $ 2022 $ 2023 Convertible Notes 28,207 31,237 2024 Convertible Notes 131,528 151,459 2025 Convertible Notes 928,683 1,144,794 2026 Convertible Notes 2,387,290 2,042,497 3,475,708 3,369,987 |
Issuance of Convertible Notes and Terms | The Company issued the following convertible notes and the terms are as follows: 2023 Convertible Notes 2024 Convertible Notes 2025 Convertible Notes 2026 Convertible Notes Issuance date June 18, 2018 November 18, 2019 May 22, 2020 September 14, 2021 Maturity date July 1, 2023 December 1, 2024 December 1, 2025 September 15, 2026 Principal amount $575,000 $1,150,000 $ $2,875,000 Interest rate 2.25% 1.00% 2.375% 0.25% Initial conversion rate 50.5165 American Depositary Shares (“ADSs”) per $1 principal amount, equivalent to $19.80 per ADS 19.9475 ADSs per $1 principal amount, equivalent to $50.13 per ADS 11.0549 ADSs per $ equivalent to $90.46 per ADS 2.0964 ADSs per $1 principal amount, equivalent to $477.01 per ADS Agreed conversion date January 1, 2023 June 1, 2024 September 1, 2025 June 15, 2026 |
Carrying Amount of the Liability Components | The following table presents the carrying amount of the Convertible Notes: As of December 31, 2021 As of December 31, 2022 2023 Convertible Notes $ 2024 Convertible Notes $ 2025 Convertible Notes $ 2026 Convertible Notes $ Total $ 2023 Convertible Notes $ 2024 Convertible Notes $ 2025 Convertible Notes $ 2026 Convertible Notes $ Total $ Principal 31,305 152,048 1,149,500 2,875,000 4,207,853 31,300 152,048 1,149,500 2,057,784 3,390,632 Less: unamortized issuance cost and debt discount (3,098 ) (20,520 ) (220,817 ) (487,710 ) (732,145 ) (63 ) (589 ) (4,706 ) (15,287 ) (20,645 ) Net carrying amount 28,207 131,528 928,683 2,387,290 3,475,708 31,237 151,459 1,144,794 2,042,497 3,369,987 |
Capped Calls | In connection with the offering of 2024 Convertible Notes and 2025 Convertible Notes, the Company entered into separately negotiated capped call transactions with certain counterparties (collectively, the “Capped Calls”). The details of the Capped Calls are as follows: 2024 Convertible Notes 2025 Convertible Notes Initial strike price per share $ 50.13 $ 90.46 Initial cap price per share $ 70.36 $ 136.54 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SHARE-BASED COMPENSATION [Abstract] | |
Employee Share Option Activity | The following table summarizes the Company’s share option activity under the Plan: Number of Weighted Weighted Aggregate $ Years $ Outstanding, January 1, 2020 47,188,554 13.89 Granted 5,809,024 18.59 Exercised (5,486,180 ) 11.29 Forfeited (45,678 ) 14.09 Outstanding, December 31, 2020 47,465,720 14.76 7.57 8,747,373 Vested and expected to vest at December 31, 2020 47,465,720 14.76 Exercisable as of December 31, 2020 25,298,368 13.73 7.03 4,688,260 Outstanding, January 1, 2021 47,465,720 14.76 Granted 4,162,121 269.09 Exercised (5,405,228 ) 14.44 Forfeited – Outstanding, December 31, 2021 46,222,613 37.70 6.89 8,822,987 Vested and expected to vest at December 31, 2021 46,222,613 37.70 Exercisable as of December 31, 2021 30,707,210 14.13 6.32 6,435,641 Outstanding, January 1, 2022 46,222,613 37.70 Granted 30,000,000 120.00 Cancelled (4,000,000 ) 280.00 Exercised (3,676,911 ) 13.82 Forfeited (12,516 ) 14.10 Outstanding, December 31, 2022 68,533,186 60.87 7.30 1,433,420 Vested and expected to vest at December 31, 2022 68,533,186 60.87 Exercisable as of December 31, 2022 36,880,548 22.99 5.97 1,274,793 |
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 2020 Granted in 2021 Granted in 2022 Risk-free interest rates 0.39% – 1.66% 0.74% – 1.07% 2.79% – 2.84% Expected term 5.5 – 7.5 years 5.6 – 7.5 years 5.1 – 7.5 years Expected volatility 32.4% – 33.7% 32.1% – 33.0% 48.7% – 55.9% Expected dividend yield – – – |
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, 2020 8,081,437 18.02 8.93 325,035 Granted 5,034,735 72.37 Vested (3,332,063 ) 19.25 Forfeited (442,181 ) 28.74 Unvested, December 31, 2020 2021 9,341,928 46.36 8.64 1,859,511 Granted 3,551,491 258.97 Vested (4,127,006 ) 40.59 Forfeited (637,193 ) 102.92 Unvested, December 31, 2021 2022 8,129,220 137.76 8.47 1,818,588 Granted 7,320,443 99.25 Vested (3,864,257 ) 110.34 Forfeited (1,933,175 ) 133.12 Unvested, December 31, 2022 9,652,231 120.48 8.81 502,206 |
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, 2020, 2021 and 2022 is as follows: Year ended December 31, 2020 2021 2022 $ $ $ Share options: Cost of revenue 130 390 – Sales and marketing expenses 69 5 – General and administrative expenses 179,544 207,204 313,917 Research and development expenses 401 33 254 180,144 207,632 314,171 Cash received for the exercise in the respective years 61,949 77,639 50,211 RSAs/ RSUs: Cost of revenue 4,385 8,318 11,104 Sales and marketing expenses 10,100 23,350 36,812 General and administrative expenses 37,433 67,421 67,388 Research and development expenses 45,820 148,592 283,747 97,738 247,681 399,051 SARs: Cost of revenue 2,867 3,389 (1,928 ) Sales and marketing expenses 5,462 6,850 (1,762 ) General and administrative expenses 3,534 3,658 (2,993 ) Research and development expenses 501 1,114 (643 ) 12,364 15,011 (7,326 ) |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) by component, net of tax, are as follows: Unrealized fair value gain (loss) on available- for-sale investments Foreign currency translation Total $ $ $ Balance as of January 1, 2020 5,400 49 5,449 Current year other comprehensive (loss) income (4,419 ) 3,603 (816 ) Transactions with non-controlling interests – 48 48 Balance as of December 31, 2020 981 3,700 4,681 Current year other comprehensive loss (1,278 ) (32,263 ) (33,541 ) Transactions with non-controlling interests – 341 341 Balance as of December 31, 2021 (297 ) (28,222 ) (28,519 ) Current year other comprehensive loss (6,263 ) (78,297 ) (84,560 ) Capital contributed by non-controlling interest – 1,864 1,864 Balance as of December 31, 2022 (6,560 ) (104,655 ) (111,215 ) |
RESTRICTED NET ASSETS (Tables)
RESTRICTED NET ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RESTRICTED NET ASSETS [Abstract] | |
Changes in Statutory Reserve | The changes in statutory reserve are as follows: Year ended December 31, 2021 $ 2022 $ At the beginning of the financial year 2,363 6,144 Transferred from retained earnings 3,781 6,346 At the end of the financial year 6,144 12,490 |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
TAXATION [Abstract] | |
Income Tax Expense | Income tax expense comprises: Year ended December 31, 2020 $ 2021 $ 2022 $ Current income tax 117,649 289,998 272,070 Deferred tax (27,451 ) (975 ) (140,553 ) Withholding tax expense 51,442 43,842 36,878 141,640 332,865 168,395 |
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, 2020, 2021 and 2022 is as follows: Year ended December 31, 2020 $ 2021 $ 2022 $ Loss before income tax and share of results of equity investees (1,483,238 ) (1,715,184 ) (1,500,533 ) Tax expense computed at tax rate of 17 (252,150 ) (291,581 ) (255,091 ) Changes in valuation allowance 403,329 828,141 389,129 Non-deductible expenses 9,554 19,569 28,397 Effect of concessionary tax rate and tax reliefs (82,951 ) (183,962 ) (117,558 ) Withholding tax expense 51,442 43,842 36,878 Foreign earnings at different tax rates 15,103 (82,388 ) 85,204 Others (2,687 ) (756 ) 1,436 141,640 332,865 168,395 |
Significant Components of Deferred Taxes | The significant components of deferred taxes are as follows: As of December 31, 2021 $ 2022 $ Deferred tax assets Property and equipment 3,290 11,039 Deferred revenue 145,003 93,163 Unutilized tax losses and unused capital allowances 1,690,773 2,049,196 Provision and accrued expenses 28,807 58,650 Allowance for credit losses 13,012 41,002 Others 7,811 19,844 Valuation allowance (1,768,957 ) (2,013,288 ) Total deferred tax assets 119,739 259,606 Deferred tax liabilities Property and equipment (6,949 ) (14,456 ) Intangible assets (1,174 ) (1,292 ) Deferred channel costs (13,783 ) (7,111 ) Others (1,070 ) (1,488 ) Total deferred tax liabilities (22,976 ) (24,347 ) Net deferred tax assets 96,763 235,259 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Year ended December 31, 2020 $ 2021 $ 2022 $ Numerator: Net loss attributable to ordinary shareholders (1,618,056 ) (2,046,759 ) (1,651,421 ) Denominator: Weighted-average number of shares outstanding – basic and diluted 477,264,888 532,705,796 558,119,948 Basic and diluted loss per share: (3.39 ) (3.84 ) (2.96 ) |
Potential Common Shares were Excluded from Calculation of Diluted Net Loss Per Share | The following potential common shares were excluded from calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Year ended December 31, 2020 2021 2022 Share options 50,090,731 46,225,613 68,800,110 RSAs/RSUs 9,341,928 8,129,220 9,652,231 Convertible notes 37,370,919 23,349,154 21,635,690 96,803,578 77,703,987 100,088,031 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
Related Party Transactions and Balances | (a) Related parties (1) Name of related parties Relationship with the Company Tencent Limited and its affiliates (“Tencent”) A shareholder of the Company (1) These are the related parties that have engaged in significant transactions with the Company for the years ended December 31, 2020, 2021 and 2022. On September 5, 2022, the director who is an executive officer of Tencent resigned from the Board of Directors of the Company and Tencent granted an irrevocable voting proxy with respect to all its shares in the Company to the Board of Directors of the Company to vote on matters that are subject to the vote of shareholders of the Company. Accordingly, Tencent is no longer a related party of the Company. (b) The Company had the following significant related party transactions for the years ended December 31, 2020, 2021 and 2022: Year ended December 31, 2020 $ 2021 $ 2022 $ Royalty fee and license fee to: - Tencent 110,686 139,930 99,628 Services provided by: - Tencent 23,352 24,981 9,794 (c) The Company had the following significant related party balances as of December 31, 2021 and 2022: As of December 31, 2021 $ 2022 $ Amounts due to related parties: - Tencent 73,244 – |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT REPORTING [Abstract] | |
Information about Segments | Information about segments for the years ended December 31, 2020, 2021 and 2022 presented were as follows: Year ended December 31, 2020 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated ( 1 $ Consolidated $ Revenue 2,015,972 2,167,149 60,785 131,758 – 4,375,664 Operating income (loss) 1,016,793 (1,442,593 ) (520,075 ) (49,006 ) (308,444 ) (1,303,325 ) Non-operating loss, net (179,913 ) Income tax expense (141,640 ) Share of results of equity investees 721 Net loss (1,624,157 ) Year ended December 31, 2021 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated ( 1 $ Consolidated $ Revenue 4,320,013 5,122,959 469,774 42,444 – 9,955,190 Operating income (loss) 2,500,081 (2,766,566 ) (640,422 ) (177,633 ) (498,520 ) (1,583,060 ) Non-operating loss, net (132,124 ) Income tax expense (332,865 ) Share of results of equity investees 5,019 Net loss (2,043,030 ) Year ended December 31, 2022 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated ( 1 $ Consolidated $ Revenue 3,877,163 7,288,677 1,221,996 61,869 – 12,449,705 Operating income (loss) 1,971,416 (2,013,360 ) (277,264 ) (252,162 ) (916,138 ) (1,487,508 ) Non-operating loss, net (13,025 ) Income tax expense (168,395 ) Share of results of equity investees 11,156 Net loss (1,657,772 ) (1) Unallocated expenses are mainly relating to share-based compensation, impairment of goodwill of prior acquisitions that are not under the Company’s reportable segments, and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segments results as they are not reviewed by the CODM as part of segment performance. |
Revenue from External Customers Based on Geographical Locations | Revenue from external customers is classified based on the geographical locations where the services were provided. Year ended December 31, 2020 $ 2021 $ 2022 $ Revenue Southeast Asia 2,791,894 6,316,782 8,321,249 Latin America 790,308 1,850,861 2,043,918 Rest of Asia 655,007 1,394,342 1,727,187 Rest of the world 138,455 393,205 357,351 Consolidated revenue 4,375,664 9,955,190 12,449,705 |
Long-Lived Assets | Long-lived assets consist of property and equipment, operating lease right-of-use assets and intangible assets. As of December 31, 2021 $ 2022 $ Long-lived assets Southeast Asia 1,412,748 1,804,846 Rest of Asia 262,978 348,116 Rest of the world 56,434 257,792 1,732,160 2,410,754 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value of Investments | The significant unobservable input used to determine the fair value of investments carried at fair value or measurement alternative under the market adjusted option pricing model backsolve is as follows: Unobservable input ( 1 Weighted average ( 2 Range Market adjustment (20%) (90%) to 7% (1) Significant increase (decrease) in the input would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. (2) Input was weighted based on the fair value of the investments included in the range. |
Fair Values of Assets and Liabilities | Assets and liabilities measured or reported at fair value on a recurring basis are summarized below: As of December 31, 2021 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Held to maturity investments 937,741 – 450 938,191 Available-for-sale investments 185,929 – 34,376 220,305 Equity securities 13,184 – – 13,184 Investments carried at fair value – – 178,298 178,298 Other assets – – 11,711 11,711 Derivative assets (1) – 694 – 694 Share appreciation rights (15,401 ) – – (15,401 ) 1,121,453 694 224,835 1,346,982 As of December 31, 2022 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Held to maturity investments 621,346 – 490 621,836 Available-for-sale investments 562,051 – 35,126 597,177 Equity securities 2,008 548 – 2,556 Investments carried at fair value – – 178,233 178,233 Other assets – – 9,668 9,668 Derivative assets (1) – 3 – 3 Derivative liabilities (2) – (2,277 ) – (2,277 ) Share appreciation rights (5,420 ) – – (5,420 ) 2023 Convertible Notes – – (82,666 ) (82,666 ) 2024 Convertible Notes – – (190,646 ) (190,646 ) 2025 Convertible Notes – – (1,148,639 ) (1,148,639 ) 2026 Convertible Notes – – (1,454,421 ) (1,454,421 ) 1,179,985 (1,726 ) (2,652,855 ) (1,474,596 ) (1) Included in prepaid expenses and other assets (2) Included i n accrued expenses and other payables |
Reconciliations of Assets and Liabilities Categorized within Level 3 | Reconciliations of assets and liabilities measured at fair value on a recurring basis and are categorized within Level 3 of the fair value hierarchy are as follows: $ Available-for-sale investments Balance as of January 1, 2020 128,418 Additions 20,429 Conversion into ordinary shares of investees (72,000 ) Net investment loss included in earnings (51,000 ) Net unrealized loss included in other comprehensive income (4,490 ) Balance as of December 31, 2020 21,357 Additions 35,298 Conversion into ordinary shares of investees (21,340 ) Net unrealized loss included in other comprehensive income (958 ) Translation gain included in other comprehensive income 19 Balance as of December 31, 2021 34,376 Additions 3,198 Settlement (1,266 ) Net unrealized loss included in other comprehensive income (1,193 ) Translation gain included in other comprehensive income 11 Balance as of December 31, 2022 35,126 Investments carried at fair value Balance as of January 1, 2020 and January 1, 2021 – Additions 151,227 Net investment gain included in earnings 27,071 Balance as at December 31, 2021 178,298 Additions 74,482 Net investment loss included in earnings (74,547 ) Balance as of December 31, 2022 178,233 $ Other assets Balance as of January 1, 2020 – Acquisition of subsidiaries 8,860 Additions 13,340 Disposals (363 ) Write-down included in earnings (3,713 ) Translation gain included in other comprehensive income 900 Balance as of December 31, 2020 19,024 Additions 186 Disposals (3,513 ) Write-down included in earnings (3,627 ) Translation loss included in other comprehensive income (359 ) Balance as of December 31, 2021 11,711 Additions 56 Disposals (679 ) Write-down included in earnings (476 ) Translation loss included in other comprehensive income (944 ) Balance as of December 31, 2022 9,668 |
ORGANIZATION, Summary of Signif
ORGANIZATION, Summary of Significant Subsidiaries of Company and its Consolidated Variable Interest Entities (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Subsidiaries of Company and its Consolidated VIE's [Abstract] | ||
Place of incorporation | E9 | |
Garena Online Private Limited ("Garena Online") [Member] | ||
Significant Subsidiaries of Company and its Consolidated VIE's [Abstract] | ||
Date of incorporation/acquisition | May 08, 2009 | |
Place of incorporation | U0 | |
Percentage of direct ownership by the company | 100% | 100% |
Principal activities | Game operations and software development | |
Shopee Limited [Member] | ||
Significant Subsidiaries of Company and its Consolidated VIE's [Abstract] | ||
Date of incorporation/acquisition | Jan. 16, 2015 | |
Place of incorporation | E9 | |
Percentage of direct ownership by the company | 100% | 100% |
Principal activities | Investment holding company | |
Shopee Singapore Private Limited [Member] | ||
Significant Subsidiaries of Company and its Consolidated VIE's [Abstract] | ||
Date of incorporation/acquisition | Feb. 05, 2015 | |
Place of incorporation | U0 | |
Percentage of direct ownership by the company | 100% | 100% |
Principal activities | Online platform | |
PT Shopee International Indonesia [Member] | ||
Significant Subsidiaries of Company and its Consolidated VIE's [Abstract] | ||
Date of incorporation/acquisition | Aug. 05, 2015 | |
Place of incorporation | K8 | |
Percentage of direct ownership by the company | 100% | 100% |
Principal activities | Online platform |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Current assets [Abstract] | ||||
Cash and cash equivalents | $ 6,029,859 | $ 9,247,762 | ||
Total current assets | 12,688,012 | 15,135,397 | ||
Non-current assets [Abstract] | ||||
Property and equipment, net | 1,387,895 | 1,029,963 | ||
Long-term investments | 1,253,593 | 1,052,861 | ||
Deferred tax assets | 245,226 | 103,755 | ||
Total non-current assets | 4,314,784 | 3,620,628 | ||
Total assets | 17,002,796 | 18,756,025 | ||
Current liabilities [Abstract] | ||||
Accrued expenses and other payables | 1,396,613 | 1,519,938 | ||
Deferred revenue | 1,535,083 | 2,644,463 | ||
Total current liabilities | 6,935,692 | 7,176,436 | ||
Non-current liabilities [Abstract] | ||||
Deferred revenue | 63,566 | 104,826 | ||
Total non-current liabilities | 4,256,280 | 4,155,180 | ||
Total liabilities | 11,191,972 | 11,331,616 | ||
Revenue [Abstract] | ||||
Revenue | 12,449,705 | 9,955,190 | $ 4,375,664 | |
Net (loss) income | (1,657,772) | (2,043,030) | (1,624,157) | |
VIEs [Member] | ||||
Current assets [Abstract] | ||||
Cash and cash equivalents | 79,922 | 141,985 | ||
Amounts due from intercompanies | [1] | 153,070 | 159,349 | |
Others | 85,787 | 69,746 | ||
Total current assets | 318,779 | 371,080 | ||
Non-current assets [Abstract] | ||||
Property and equipment, net | 86,229 | 40,246 | ||
Long-term investments | 14,500 | 14,141 | ||
Deferred tax assets | 40,561 | 43,961 | ||
Others | 18,059 | 23,611 | ||
Total non-current assets | 159,349 | 121,959 | ||
Total assets | 478,128 | 493,039 | ||
Current liabilities [Abstract] | ||||
Accrued expenses and other payables | 110,526 | 104,186 | ||
Deferred revenue | 192,243 | 203,382 | ||
Amounts due to intercompanies | [1] | 88,639 | 157,251 | |
Others | 12,658 | 20,076 | ||
Total current liabilities | 404,066 | 484,895 | ||
Non-current liabilities [Abstract] | ||||
Deferred revenue | 23,886 | 36,189 | ||
Amounts due to intercompanies | [1] | 83,958 | 27,596 | |
Others | 4,579 | 7,910 | ||
Total non-current liabilities | 112,423 | 71,695 | ||
Total liabilities | 516,489 | 556,590 | ||
Revenue [Abstract] | ||||
Net (loss) income | 20,425 | 22,390 | (30,435) | |
Net cash generated from operating activities | 22,449 | 61,875 | 134,060 | |
Net cash used in investing activities | (89,160) | (14,847) | (27,399) | |
Net cash (used in) generated from financing activities | 44,442 | 15,030 | (13,023) | |
VIEs [Member] | Third-Party Customers [Member] | ||||
Revenue [Abstract] | ||||
Revenue | 722,607 | 690,383 | 562,347 | |
VIEs [Member] | Intercompanies [Member] | ||||
Revenue [Abstract] | ||||
Revenue | $ 176,072 | $ 195,639 | $ 145,848 | |
[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. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 | 5 years |
Office Equipment, Furniture and Fittings [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 3 years |
Office Equipment, Furniture and Fittings [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 10 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 |
Transportation Assets [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 4 years |
Transportation Assets [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 | 3 years |
Warehouse Equipment [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 10 years |
Land Use Right [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives description | Over the land use term |
Building [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 6 years |
Building [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
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 | 5 years |
Trademarks [Member] | Minimum [Member] | |
Intangible assets [Abstract] | |
Intangible assets, estimated economic lives | 7 years |
Trademarks [Member] | Maximum [Member] | |
Intangible assets [Abstract] | |
Intangible assets, estimated economic lives | 10 years |
Technology [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] | Minimum [Member] | |
Intangible assets [Abstract] | |
Intangible assets, estimated economic lives | 3 years |
Customer Relationships [Member] | Maximum [Member] | |
Intangible assets [Abstract] | |
Intangible assets, estimated economic lives | 8 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Investments, Revenue Recognition and Segment Reporting (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Revenue recognition [Abstract] | ||
Deferred revenue recognized | $ | $ 2,551,285 | $ 2,296,486 |
Segment reporting [Abstract] | ||
Number of operating segments | 3 | |
Number of reportable segments | 3 | |
Limited Partnership [Member] | Minimum [Member] | ||
Investments [Abstract] | ||
Equity interest percentage | 5% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current Liabilities [Abstract] | ||
Convertible notes | $ 3,338,750 | $ 3,475,708 |
Shareholders' Equity [Abstract] | ||
Additional paid-in capital | 14,559,690 | 14,622,292 |
Accumulated deficit | $ (8,745,541) | (7,201,498) |
Adjusted Balance [Member] | ASU 2020-06 [Member] | ||
Non-current Liabilities [Abstract] | ||
Convertible notes | 4,173,467 | |
Shareholders' Equity [Abstract] | ||
Additional paid-in capital | 13,810,809 | |
Accumulated deficit | (7,087,774) | |
Adjustment [Member] | ASU 2020-06 [Member] | ||
Non-current Liabilities [Abstract] | ||
Convertible notes | 697,759 | |
Shareholders' Equity [Abstract] | ||
Additional paid-in capital | (811,483) | |
Accumulated deficit | $ 113,724 |
CONCENTRATION OF RISKS (Details
CONCENTRATION OF RISKS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customer Developer Channel | Dec. 31, 2021 Customer Developer | Dec. 31, 2020 Customer Developer | |
Concentration of risk [Abstract] | |||
Number of third-party game developer, third party-logistics services provider or other third-party business partner | Developer | 0 | 0 | 0 |
Number of major customers | Customer | 0 | 0 | 0 |
Number of distribution channels | Channel | 1 | ||
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 | ||
Minimum [Member] | |||
Concentration of risk [Abstract] | |||
Term of game license agreements | 2 years | ||
Maximum [Member] | |||
Concentration of risk [Abstract] | |||
Term of game license agreements | 7 years | ||
Credit Concentration Risk [Member] | |||
Concentration of risk [Abstract] | |||
Number of single loan customers | Customer | 0 | 0 | |
Sales Revenue [Member] | Customer Concentration Risk [Member] | Distribution Channel Risk [Member] | |||
Concentration of risk [Abstract] | |||
Concentration of risks | 13% | 19% | 22% |
GOODWILL AND ACQUISITIONS, Chan
GOODWILL AND ACQUISITIONS, Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Abstract] | |||
At the beginning of the financial year | $ 539,624 | $ 216,278 | |
Acquisitions | 60,695 | 327,026 | |
Impairment | (354,943) | 0 | $ 0 |
Foreign currency translation | (15,168) | (3,680) | |
At the end of the financial year | $ 230,208 | $ 539,624 | $ 216,278 |
GOODWILL AND ACQUISITIONS, Allo
GOODWILL AND ACQUISITIONS, Allocation of Purchase Price (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) ReportingUnit Company | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||
Acquisitions [Abstract] | ||||
Number of companies acquired | Company | 4 | |||
Aggregate business consideration | $ 86,192 | |||
Accumulated impairment losses on goodwill | 354,943 | $ 0 | ||
Fulfilled by [Abstract] | ||||
Goodwill | $ 230,208 | $ 539,624 | $ 216,278 | |
Other Services [Member] | ||||
Acquisitions [Abstract] | ||||
Number of reporting units in which carrying amount exceeding fair values | ReportingUnit | 2 | |||
Number of reporting units in which fair value was determined using market approach | ReportingUnit | 1 | |||
Digital Entertainment [Member] | ||||
Acquisitions [Abstract] | ||||
Number of reporting units in which carrying amount exceeding fair values | ReportingUnit | 3 | |||
Acquisitions [Member] | ||||
Allocation of purchase price [Abstract] | ||||
Cash and cash equivalent | $ 26,312 | |||
Others | 31,056 | |||
Total assets acquired | 57,368 | |||
Total liabilities assumed | (19,311) | |||
Net assets acquired | 38,057 | |||
Fulfilled by [Abstract] | ||||
Cash consideration | 84,387 | |||
Contingent consideration | 1,805 | |||
Fair value of non-controlling interests | [1] | 12,560 | ||
Goodwill | $ 60,695 | |||
[1] Measured based on the fair value of the Company’s ordinary shares on the date of less control premium . |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current [Abstract] | ||
Deferred channel costs | $ 271,194 | $ 517,545 |
Other receivables | 782,022 | 570,176 |
Prepaid expenses | 121,049 | 120,753 |
Security deposits | 16,828 | 18,725 |
Taxes receivable | 168,266 | 145,401 |
Securities purchased under agreements to resell | 390,002 | 11,418 |
Assets held for sale | 25,954 | 0 |
Others | 23,336 | 17,845 |
Total Current | 1,798,651 | 1,401,863 |
Non-current [Abstract] | ||
Deferred channel costs | 8,476 | 14,367 |
Other receivables | 6,821 | 3,303 |
Prepayment of long-lived assets (including renovation-in-progress) | 61,733 | 44,056 |
Security deposits | 47,314 | 48,770 |
Others | 11,272 | 14,025 |
Total Non-current | $ 135,616 | $ 124,521 |
LOANS RECEIVABLE, NET, Loan Por
LOANS RECEIVABLE, NET, Loan Portfolio (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Loan Portfolio [Abstract] | |||
Loans receivable, gross | $ 2,314,249 | $ 1,627,594 | |
Allowance for credit losses | (238,819) | (97,676) | $ (40,484) |
Loans receivable, net | 2,075,430 | 1,529,918 | |
Outstanding borrowings related to transfers of loans receivable | 39,001 | 0 | |
Commercial [Member] | |||
Loan Portfolio [Abstract] | |||
Loans receivable, gross | 45,405 | 107,357 | |
Allowance for credit losses | (1,440) | (7,699) | (28,324) |
Consumer [Member] | |||
Loan Portfolio [Abstract] | |||
Loans receivable, gross | 2,268,844 | 1,520,237 | |
Allowance for credit losses | $ (237,379) | $ (89,977) | $ (12,160) |
LOANS RECEIVABLE, NET, Summary
LOANS RECEIVABLE, NET, Summary of Delinquency Status of Loans Receivable by Year of Origination (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Delinquency Status, by Year of Origination [Abstract] | ||
Total | $ 2,314,249 | $ 1,627,594 |
Commercial [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 928 | 18,771 |
2021/2020 | 6,282 | 68,249 |
2020/2019 | 31,038 | 12,451 |
2019/2018 | 4,744 | 4,511 |
2018/2017 | 1,448 | 2,203 |
Prior | 965 | 1,172 |
Total | 45,405 | 107,357 |
Commercial [Member] | Current [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 918 | 18,642 |
2021/2020 | 6,159 | 66,088 |
2020/2019 | 30,778 | 10,332 |
2019/2018 | 4,134 | 3,744 |
2018/2017 | 1,282 | 1,985 |
Prior | 923 | 1,127 |
Total | 44,194 | 101,918 |
Commercial [Member] | 1 to 30 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 10 | 11 |
2021/2020 | 37 | 143 |
2020/2019 | 117 | 277 |
2019/2018 | 148 | 102 |
2018/2017 | 13 | 96 |
Prior | 0 | 0 |
Total | 325 | 629 |
Commercial [Member] | 31 to 60 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 0 | 36 |
2021/2020 | 0 | 1,187 |
2020/2019 | 38 | 2 |
2019/2018 | 249 | 0 |
2018/2017 | 32 | 73 |
Prior | 0 | 0 |
Total | 319 | 1,298 |
Commercial [Member] | 61 to 90 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 0 | 11 |
2021/2020 | 22 | 215 |
2020/2019 | 0 | 155 |
2019/2018 | 1 | 38 |
2018/2017 | 42 | 11 |
Prior | 2 | 0 |
Total | 67 | 430 |
Commercial [Member] | More Than 90 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 0 | 71 |
2021/2020 | 64 | 616 |
2020/2019 | 105 | 1,685 |
2019/2018 | 212 | 627 |
2018/2017 | 79 | 38 |
Prior | 40 | 45 |
Total | 500 | 3,082 |
Consumer [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 2,241,348 | 1,500,063 |
2021/2020 | 18,487 | 2,810 |
2020/2019 | 1,977 | 8,022 |
2019/2018 | 3,539 | 6,328 |
2018/2017 | 2,389 | 2,745 |
Prior | 1,104 | 269 |
Total | 2,268,844 | 1,520,237 |
Consumer [Member] | Current [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 2,050,721 | 1,414,709 |
2021/2020 | 641 | 1,091 |
2020/2019 | 807 | 6,501 |
2019/2018 | 2,790 | 4,551 |
2018/2017 | 1,702 | 2,098 |
Prior | 786 | 96 |
Total | 2,057,447 | 1,429,046 |
Consumer [Member] | 1 to 30 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 70,761 | 28,758 |
2021/2020 | 206 | 418 |
2020/2019 | 143 | 263 |
2019/2018 | 97 | 265 |
2018/2017 | 66 | 76 |
Prior | 14 | 32 |
Total | 71,287 | 29,812 |
Consumer [Member] | 31 to 60 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 49,493 | 17,632 |
2021/2020 | 341 | 105 |
2020/2019 | 96 | 1,017 |
2019/2018 | 490 | 1,290 |
2018/2017 | 560 | 475 |
Prior | 190 | 85 |
Total | 51,170 | 20,604 |
Consumer [Member] | 61 to 90 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 44,065 | 11,956 |
2021/2020 | 581 | 38 |
2020/2019 | 18 | 183 |
2019/2018 | 16 | 100 |
2018/2017 | 22 | 8 |
Prior | 0 | 1 |
Total | 44,702 | 12,286 |
Consumer [Member] | More Than 90 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2022/2021 | 26,308 | 27,008 |
2021/2020 | 16,718 | 1,158 |
2020/2019 | 913 | 58 |
2019/2018 | 146 | 122 |
2018/2017 | 39 | 88 |
Prior | 114 | 55 |
Total | $ 44,238 | $ 28,489 |
LOANS RECEIVABLE, NET, Allowanc
LOANS RECEIVABLE, NET, Allowance for Credit Losses by Portfolio Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 97,676 | $ 40,484 |
Provision for credit losses | 493,613 | 115,065 |
Write-off of loans receivable | (336,173) | (56,808) |
Exchange differences | (16,297) | (1,065) |
Ending balance | 238,819 | 97,676 |
Commercial [Member] | ||
Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 7,699 | 28,324 |
Provision for credit losses | (1,202) | 7,343 |
Write-off of loans receivable | (4,772) | (27,311) |
Exchange differences | (285) | (657) |
Ending balance | 1,440 | 7,699 |
Consumer [Member] | ||
Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 89,977 | 12,160 |
Provision for credit losses | 494,815 | 107,722 |
Write-off of loans receivable | (331,401) | (29,497) |
Exchange differences | (16,012) | (408) |
Ending balance | $ 237,379 | $ 89,977 |
INVESTMENTS, Short-term and Lon
INVESTMENTS, Short-term and Long-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Short-term Investments [Abstract] | ||
Debt securities, Held to maturity | $ 557,249 | $ 869,931 |
Debt securities, Available-for-sale | 304,453 | 28,166 |
Equity securities | 2,556 | 13,184 |
Short-term Investments | 864,258 | 911,281 |
Long-term Investments [Abstract] | ||
Debt securities, Held to maturity | 64,790 | 66,071 |
Debt securities, Available-for-sale | 292,724 | 192,139 |
Equity securities | 521,742 | 463,934 |
Equity method investments | 196,104 | 152,419 |
Investments carried at fair value | 178,233 | 178,298 |
Long-term Investments | $ 1,253,593 | $ 1,052,861 |
INVESTMENTS, Debt and Equity Se
INVESTMENTS, Debt and Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt and Equity Securities, Gain (Loss) [Abstract] | |||
Impairment loss on available-for-sale investments | $ 0 | $ 0 | $ 51,000 |
Net Investment Loss [Member] | |||
Debt and Equity Securities, Gain (Loss) [Abstract] | |||
Marketable securities, net unrealized fair value (loss) gain | 146 | (63,434) | (24,150) |
Impairment loss on non-marketable equity securities | 104,645 | 0 | 6,845 |
Impairment loss on equity method investments | $ 4,201 | $ 0 | $ 3,393 |
INVESTMENTS, Debt Securities an
INVESTMENTS, Debt Securities and Investments Carried at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Fair Value to Amortized Cost [Abstract] | ||
Held to maturity, Cost or Amortized cost, current | $ 557,249 | $ 869,931 |
Held to maturity, Cost or Amortized cost, noncurrent | 64,790 | 66,071 |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost [Abstract] | ||
Available-for-sale, Fair value, current | 304,453 | 28,166 |
Available-for-sale, Fair value, noncurrent | 292,724 | 192,139 |
Investments, Fair Value Disclosure [Abstract] | ||
Investments carried at fair value | 178,233 | 178,298 |
Available For Sale and Held To Maturity Securities Fair Value To Amortized Cost And Investment At Fair Value [Abstract] | ||
Cost or Amortized cost | 1,453,417 | 1,307,676 |
Gross unrecognized gains | 555 | 2,380 |
Gross unrecognized losses | (758) | (191) |
Gross unrealized gains | 27,248 | 28,398 |
Gross unrealized losses | (83,216) | (1,469) |
Fair value | 1,397,246 | 1,336,794 |
Short-term Investments [Member] | ||
Debt Securities, Held-to-Maturity, Fair Value to Amortized Cost [Abstract] | ||
Held to maturity, Cost or Amortized cost, current | 557,249 | 869,931 |
Held to maturity, Gross unrecognized gains | 4 | 26 |
Held to maturity, Gross unrecognized losses | (2) | (10) |
Held to maturity, Fair value, current | 557,251 | 869,947 |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost [Abstract] | ||
Available-for-sale, Cost or amortized cost, current | 304,649 | 28,190 |
Available-for-sale, Gross unrealized gains | 26 | 40 |
Available-for-sale, Gross unrealized losses | (222) | (64) |
Available-for-sale, Fair value, current | 304,453 | 28,166 |
Long-term Investments [Member] | ||
Debt Securities, Held-to-Maturity, Fair Value to Amortized Cost [Abstract] | ||
Held to maturity, Cost or Amortized cost, noncurrent | 64,790 | 66,071 |
Held to maturity, Gross unrecognized gains | 551 | 2,354 |
Held to maturity, Gross unrecognized losses | (756) | (181) |
Held to maturity, Fair value, noncurrent | 64,585 | 68,244 |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost [Abstract] | ||
Available-for-sale, Cost or amortized cost, noncurrent | 301,020 | 192,257 |
Available-for-sale, Gross unrealized gains | 151 | 1,287 |
Available-for-sale, Gross unrealized losses | (8,447) | (1,405) |
Available-for-sale, Fair value, noncurrent | 292,724 | 192,139 |
Investments, Fair Value Disclosure [Abstract] | ||
Investments carried at fair value, Cost or Amortized cost | 225,709 | 151,227 |
Investments carried at fair value, Gross unrealized gains | 27,071 | 27,071 |
Investments carried at fair value, Gross unrealized losses | (74,547) | 0 |
Investments carried at fair value | $ 178,233 | $ 178,298 |
PROPERTY AND EQUIPMENT, NET - P
PROPERTY AND EQUIPMENT, NET - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | $ 2,323,679 | $ 1,629,913 |
Less: accumulated depreciation | (935,784) | (599,950) |
Property, plant and equipment, net | 1,387,895 | 1,029,963 |
Computers [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 1,381,797 | 883,249 |
Office Equipment, Furniture and Fittings [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 62,262 | 43,060 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 381,443 | 252,778 |
Transportation Assets [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 123,835 | 208,701 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 36,023 | 20,796 |
Land [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 272,042 | 196,421 |
Building [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 14,702 | 1,956 |
Construction-in-Progress [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | $ 51,575 | $ 22,952 |
PROPERTY AND EQUIPMENT, NET - D
PROPERTY AND EQUIPMENT, NET - Depreciation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation [Abstract] | |||
Depreciation expense | $ 404,927 | $ 260,682 | $ 169,067 |
Cost of Revenue [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 261,582 | 180,140 | 118,691 |
Sales and Marketing Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 10,733 | 7,960 | 4,965 |
General and Administrative Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 117,593 | 64,187 | 41,384 |
Research and Development Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | $ 15,019 | $ 8,395 | $ 4,027 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost [Abstract] | |||
Operating lease cost | $ 257,359 | $ 138,766 | $ 73,273 |
Short-term lease cost | 24,507 | 14,831 | 6,451 |
Operating lease cost | 281,866 | 153,597 | 79,724 |
Supplemental cash flow information [Abstract] | |||
Operating cash flows from operating leases | 228,604 | 128,751 | 72,756 |
ROU assets obtained in exchange for new operating lease liabilities | $ 596,887 | $ 520,354 | $ 95,020 |
Weighted-average remaining lease term [Abstract] | |||
Operating leases | 5 years 7 months 28 days | 4 years 11 months 26 days | |
Weighted-average discount rate [Abstract] | |||
Weighted average discount rate for operating leases | 7.80% | 7.50% | |
Maturities of Operating Lease Liabilities [Abstract] | |||
2023 | $ 281,666 | ||
2024 | 243,623 | ||
2025 | 214,524 | ||
2026 | 178,379 | ||
2027 | 121,458 | ||
Thereafter | 266,602 | ||
Total lease payments | 1,306,252 | ||
Less: imputed interest | (279,466) | ||
Present value of lease liabilities | 1,026,786 | ||
Operating lease that has not yet commenced [Abstract] | |||
Contractual payments | $ 810,652 | $ 803,770 | |
Maximum [Member] | |||
Lessee Disclosure [Abstract] | |||
Operating lease term | 15 years | ||
Operating lease that has not yet commenced [Abstract] | |||
Lease term | 14 years | 12 years |
INTANGIBLE ASSETS, NET - Intang
INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total intangible assets, gross | $ 143,635 | $ 143,922 |
Total accumulated amortization | (78,616) | (91,405) |
Total intangible assets, net | 65,019 | 52,517 |
Licensing Fee [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total intangible assets, gross | 18,629 | 36,654 |
Total accumulated amortization | (15,713) | (33,704) |
IP Right [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total intangible assets, gross | 42,943 | 45,918 |
Total accumulated amortization | (37,538) | (39,357) |
Trademarks [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total intangible assets, gross | 10,679 | 10,679 |
Total accumulated amortization | (5,873) | (4,806) |
Technology [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total intangible assets, gross | 0 | 15,200 |
Total accumulated amortization | 0 | (4,856) |
Software, Including Internal Use Software under Development [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total intangible assets, gross | 66,117 | 30,202 |
Software [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total accumulated amortization | (17,203) | (7,060) |
Others [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total intangible assets, gross | 5,267 | 5,269 |
Total accumulated amortization | $ (2,289) | $ (1,622) |
INTANGIBLE ASSETS, NET - Estima
INTANGIBLE ASSETS, NET - Estimated Aggregate Amortization Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2023 | $ 20,363 | ||
2024 | 16,756 | ||
2025 | 7,691 | ||
2026 | 1,725 | ||
2027 | 1,114 | ||
Thereafter | 56 | ||
Total | 47,705 | ||
Amortization expense related to Intangible Assets | $ 23,417 | $ 18,350 | $ 11,694 |
ACCRUED EXPENSES AND OTHER PA_3
ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current [Abstract] | ||
Accrued cost of revenue and sales and marketing expenses | $ 761,199 | $ 810,010 |
Accrued interest for convertible notes | 3,917 | 4,540 |
Accrued office-related operating expenses | 7,113 | 6,509 |
Business and other taxes payables | 133,636 | 118,237 |
Other payables | 173,560 | 177,293 |
Accrued payroll and welfare expenses | 213,369 | 277,774 |
Payables and accruals for long-lived assets | 38,473 | 56,874 |
Finance lease liabilities | $ 3,138 | $ 1,516 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total Current | Total Current |
Liabilities directly associated with the assets held for sale | $ 12,020 | $ 0 |
Others | 50,188 | 67,185 |
Total Current | 1,396,613 | 1,519,938 |
Non-current | ||
Finance lease liabilities | $ 11,844 | $ 7,022 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total non-current | Total non-current |
Others | $ 75,228 | $ 69,212 |
Total non-current | $ 87,072 | $ 76,234 |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Bank Borrowings [Abstract] | ||
Outstanding borrowings | $ 88,410 | $ 100,000 |
Revolving Credit Facility [Member] | ||
Bank Borrowings [Abstract] | ||
Line of credit facility borrowing amount | 475,000 | 200,000 |
Outstanding borrowings | 49,000 | 100,000 |
Undrawn revolving credit facilities | $ 426,000 | $ 100,000 |
Weighted average interest rate | 3.98% | 0.93% |
Secured Debt [Member] | ||
Secured Borrowings [Abstract] | ||
Outstanding borrowings | $ 39,410 | $ 0 |
CONVERTIBLE NOTES, Information
CONVERTIBLE NOTES, Information of Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible Notes Payables [Abstract] | ||
Convertible notes | $ 3,369,987 | $ 3,475,708 |
2023 Convertible Notes [Member] | ||
Convertible Notes Payables [Abstract] | ||
Convertible notes | 31,237 | 28,207 |
2024 Convertible Notes [Member] | ||
Convertible Notes Payables [Abstract] | ||
Convertible notes | 151,459 | 131,528 |
2025 Convertible Notes [Member] | ||
Convertible Notes Payables [Abstract] | ||
Convertible notes | 1,144,794 | 928,683 |
2026 Convertible Notes [Member] | ||
Convertible Notes Payables [Abstract] | ||
Convertible notes | $ 2,042,497 | $ 2,387,290 |
CONVERTIBLE NOTES, 2023, 2024,
CONVERTIBLE NOTES, 2023, 2024, 2025 and 2026 Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Carrying Amount of the Liability Components [Abstract] | |||
Principal | $ 3,390,632 | $ 4,207,853 | |
Less: unamortized issuance cost and debt discount | (20,645) | (732,145) | |
Net carrying amount | 3,369,987 | 3,475,708 | |
Recognized total interest expense for coupon interest | 36,544 | 36,191 | $ 35,527 |
Amortization of debt discount | $ 7,536 | 100,141 | $ 88,198 |
2023 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Jun. 18, 2018 | ||
Maturity date | Jul. 01, 2023 | ||
Principal amount | $ 575,000 | ||
Interest rate | 2.25% | ||
Initial conversion rate (ADSs per $1 principal amount) | 50.5165 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ 19.8 | ||
Agreed conversion date | Jan. 01, 2023 | ||
Carrying Amount of the Liability Components [Abstract] | |||
Principal | $ 31,300 | 31,305 | |
Less: unamortized issuance cost and debt discount | (63) | (3,098) | |
Net carrying amount | 31,237 | 28,207 | |
Amount of if-converted convertible notes exceeding the principal | $ 50,968 | 322,474 | |
2024 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Nov. 18, 2019 | ||
Maturity date | Dec. 01, 2024 | ||
Principal amount | $ 1,150,000 | ||
Interest rate | 1% | ||
Initial conversion rate (ADSs per $1 principal amount) | 19.9475 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ 50.13 | ||
Agreed conversion date | Jun. 01, 2024 | ||
Carrying Amount of the Liability Components [Abstract] | |||
Principal | $ 152,048 | 152,048 | |
Less: unamortized issuance cost and debt discount | (589) | (20,520) | |
Net carrying amount | 151,459 | 131,528 | |
Amount of if-converted convertible notes exceeding the principal | $ 5,758 | 526,459 | |
2024 Convertible Notes [Member] | Capped Call Transactions [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped calls initial strike price (in dollars per shares) | $ 50.13 | ||
Capped calls initial cap price (in dollars per shares) | $ 70.36 | ||
2024 Convertible Notes [Member] | Capped Call Transactions [Member] | Class A Ordinary Shares [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped call transaction price | $ 97,060 | ||
2025 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | May 22, 2020 | ||
Maturity date | Dec. 01, 2025 | ||
Principal amount | $ 1,150,000 | ||
Interest rate | 2.375% | ||
Initial conversion rate (ADSs per $1 principal amount) | 11.0549 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ 90.46 | ||
Agreed conversion date | Sep. 01, 2025 | ||
Carrying Amount of the Liability Components [Abstract] | |||
Principal | $ 1,149,500 | 1,149,500 | |
Less: unamortized issuance cost and debt discount | (4,706) | (220,817) | |
Net carrying amount | $ 1,144,794 | 928,683 | |
Amount of if-converted convertible notes exceeding the principal | 1,693,319 | ||
2025 Convertible Notes [Member] | Capped Call Transactions [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped calls initial strike price (in dollars per shares) | $ 90.46 | ||
Capped calls initial cap price (in dollars per shares) | $ 136.54 | ||
2025 Convertible Notes [Member] | Capped Call Transactions [Member] | Class A Ordinary Shares [Member] | |||
Capped Call Transactions [Abstract] | |||
Capped call transaction price | $ 135,700 | ||
2026 Convertible Notes [Member] | |||
Issuance of Convertible Notes and Terms [Abstract] | |||
Issuance date | Sep. 14, 2021 | ||
Maturity date | Sep. 15, 2026 | ||
Principal amount | $ 2,875,000 | ||
Interest rate | 0.25% | ||
Initial conversion rate (ADSs per $1 principal amount) | 2.0964 | ||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | ||
Initial conversion rate per ADS (in dollars per share) | $ 477.01 | ||
Agreed conversion date | Jun. 15, 2026 | ||
Carrying Amount of the Liability Components [Abstract] | |||
Principal | $ 2,057,784 | 2,875,000 | |
Less: unamortized issuance cost and debt discount | (15,287) | (487,710) | |
Net carrying amount | $ 2,042,497 | $ 2,387,290 |
SHARE-BASED COMPENSATION, Compe
SHARE-BASED COMPENSATION, Compensation Plans (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 17, 2022 $ / shares shares | Apr. 30, 2022 USD ($) | Dec. 31, 2022 Installment $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Share Options [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Share options cancelled (in shares) | 4,000,000 | ||||
Share option granted (in shares) | 30,000,000 | 4,162,121 | 5,809,024 | ||
Weighted average exercise price of options granted (in dollars per share) | $ / shares | $ 120 | $ 269.09 | $ 18.59 | ||
Options granted contractual term | 10 years | ||||
SARs [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Shares granted (in shares) | 54,186 | 51,464 | |||
Options granted contractual term | 10 years | ||||
Number of substantially equal quarterly installments for vesting | Installment | 12 | ||||
SARs [Member] | Vesting in First Anniversary Year [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting percentage | 25% | ||||
SARs [Member] | Vesting in 12 Substantially Equal Quarterly Installments [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting percentage | 75% | ||||
RSUs [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Shares granted (in shares) | 7,320,443 | 3,551,491 | |||
Options granted contractual term | 10 years | ||||
Number of substantially equal quarterly installments for vesting | Installment | 12 | ||||
RSUs [Member] | Vesting in First Anniversary Year [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting percentage | 25% | ||||
RSUs [Member] | Vesting in 12 Substantially Equal Quarterly Installments [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting percentage | 75% | ||||
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 | 3% | ||||
2009 Share Incentive Plan [Member] | Share Options [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Share options cancelled (in shares) | 4,000,000 | ||||
Share option granted (in shares) | 4,000,000 | ||||
Weighted average exercise price of options granted (in dollars per share) | $ / shares | $ 120 | ||||
Share-based compensation awards vesting period | 5 years | ||||
Options granted contractual term | 10 years | ||||
Incremental share-based compensation cost | $ | $ 99,198 | ||||
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) | 176,775,641 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options [Abstract] | |||
Outstanding, Beginning of period (in shares) | 46,222,613 | 47,465,720 | 47,188,554 |
Granted (in shares) | 30,000,000 | 4,162,121 | 5,809,024 |
Cancelled (in shares) | (4,000,000) | ||
Exercised (in shares) | (3,676,911) | (5,405,228) | (5,486,180) |
Forfeited (in shares) | (12,516) | 0 | (45,678) |
Outstanding, End of period (in shares) | 68,533,186 | 46,222,613 | 47,465,720 |
Vested and expected to vest (in shares) | 68,533,186 | 46,222,613 | 47,465,720 |
Exercisable (in shares) | 36,880,548 | 30,707,210 | 25,298,368 |
Weighted Average Exercise Price [Abstract] | |||
Outstanding, Beginning of period (in dollars per share) | $ 37.7 | $ 14.76 | $ 13.89 |
Granted (in dollars per share) | 120 | 269.09 | 18.59 |
Cancelled (in dollars per share) | 280 | ||
Exercised (in dollars per share) | 13.82 | 14.44 | 11.29 |
Forfeited (in dollars per share) | 14.1 | 14.09 | |
Outstanding, End of period (in dollars per share) | 60.87 | 37.7 | 14.76 |
Vested and expected to vest (in dollars per share) | 60.87 | 37.7 | 14.76 |
Exercisable (in dollars per share) | $ 22.99 | $ 14.13 | $ 13.73 |
Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term, Outstanding | 7 years 3 months 18 days | 6 years 10 months 20 days | 7 years 6 months 25 days |
Weighted average remaining contractual term, Exercisable | 5 years 11 months 19 days | 6 years 3 months 25 days | 7 years 10 days |
Aggregate intrinsic value, Outstanding | $ 1,433,420 | $ 8,822,987 | $ 8,747,373 |
Aggregate intrinsic value, Exercisable | $ 1,274,793 | $ 6,435,641 | $ 4,688,260 |
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Expected dividend yield | 0% | 0% | 0% |
Fair value of share options (in dollars per share) | $ 57.74 | $ 75.83 | $ 37.86 |
Fair value of share options vested | $ 389,734 | $ 88,507 | $ 88,114 |
Aggregate intrinsic value of options exercised | 143,176 | $ 1,361,800 | $ 767,203 |
Unrecognized share-based compensation cost | $ 1,616,133 | ||
Unrecognized share-based compensation, weighted-average vesting period | 4 years 3 months 18 days | ||
Minimum [Member] | |||
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Risk-free interest rates | 2.79% | 0.74% | 0.39% |
Expected term | 5 years 1 month 6 days | 5 years 7 months 6 days | 5 years 6 months |
Expected volatility | 48.70% | 32.10% | 32.40% |
Maximum [Member] | |||
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Risk-free interest rates | 2.84% | 1.07% | 1.66% |
Expected term | 7 years 6 months | 7 years 6 months | 7 years 6 months |
Expected volatility | 55.90% | 33% | 33.70% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of RSAs/RSUs [Abstract] | ||||
Unvested, Beginning of Period (in shares) | 8,129,220 | 9,341,928 | 8,081,437 | |
Granted (in shares) | 7,320,443 | 3,551,491 | 5,034,735 | |
Vested (in shares) | (3,864,257) | (4,127,006) | (3,332,063) | |
Forfeited (in shares) | (1,933,175) | (637,193) | (442,181) | |
Unvested, End of period (in shares) | 9,652,231 | 8,129,220 | 9,341,928 | 8,081,437 |
Weighted average grant date fair value [Abstract] | ||||
Unvested, Beginning of Period (in dollars per share) | $ 137.76 | $ 46.36 | $ 18.02 | |
Granted (in dollars per share) | 99.25 | 258.97 | 72.37 | |
Vested (in dollars per share) | 110.34 | 40.59 | 19.25 | |
Forfeited (in dollars per share) | 133.12 | 102.92 | 28.74 | |
Unvested, End of period (in dollars per share) | $ 120.48 | $ 137.76 | $ 46.36 | $ 18.02 |
Additional Disclosures [Abstract] | ||||
Weighted average remaining contractual life, Unvested | 8 years 9 months 21 days | 8 years 5 months 19 days | 8 years 7 months 20 days | 8 years 11 months 4 days |
Aggregate intrinsic value, Unvested | $ 502,206 | $ 1,818,588 | $ 1,859,511 | $ 325,035 |
Fair value of share options vested | 426,398 | $ 167,507 | $ 64,153 | |
Unrecognized share-based compensation cost | $ 1,162,883 | |||
Unrecognized share-based compensation, weighted-average vesting period | 2 years 9 months 18 days |
SHARE-BASED COMPENSATION, SARs
SHARE-BASED COMPENSATION, SARs granted to Eligible Persons (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Options [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | $ 314,171 | $ 207,632 | $ 180,144 |
Cash received for the exercise in the respective years | 50,211 | 77,639 | 61,949 |
Share Options [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 0 | 390 | 130 |
Share Options [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 0 | 5 | 69 |
Share Options [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 313,917 | 207,204 | 179,544 |
Share Options [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 254 | 33 | 401 |
RSAs/RSUs [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 399,051 | 247,681 | 97,738 |
RSAs/RSUs [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 11,104 | 8,318 | 4,385 |
RSAs/RSUs [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 36,812 | 23,350 | 10,100 |
RSAs/RSUs [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 67,388 | 67,421 | 37,433 |
RSAs/RSUs [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 283,747 | 148,592 | 45,820 |
SARs [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | (7,326) | 15,011 | 12,364 |
SARs [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | (1,928) | 3,389 | 2,867 |
SARs [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | (1,762) | 6,850 | 5,462 |
SARs [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | (2,993) | 3,658 | 3,534 |
SARs [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | $ (643) | $ 1,114 | $ 501 |
ORDINARY SHARES (Details)
ORDINARY SHARES (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | |
Ordinary Shares [Abstract] | |||||
Authorized share capital | $ | $ 7,500,000 | ||||
Proceeds from issuance shares, net of issuance costs | $ | $ 50,211 | $ 4,050,055 | $ 2,970,248 | ||
Class A Ordinary Shares [Member] | |||||
Ordinary Shares [Abstract] | |||||
Ordinary shares, authorized (in shares) | 14,800,000,000 | 14,800,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0005 | $ 0.0005 | |||
Number of votes per share | Vote | 1 | ||||
Ordinary shares converted (in shares) | 102,447,910 | 4,200,000 | |||
Issuance of Class A ordinary shares, net of issuance costs (in shares) | 12,650,000 | 15,180,000 | |||
Number of ordinary shares represented by ADSs (in shares) | 12,650,000 | 15,180,000 | |||
Proceeds from issuance shares, net of issuance costs | $ | $ 3,972,416 | $ 2,908,299 | |||
Class B Ordinary Shares [Member] | |||||
Ordinary Shares [Abstract] | |||||
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0005 | $ 0.0005 | |||
Number of votes per share | Vote | 15 | ||||
Ordinary shares converted (in shares) | 102,447,910 | 4,200,000 | |||
Class B Ordinary Shares [Member] | Minimum [Member] | |||||
Ordinary Shares [Abstract] | |||||
Voting power per share | Vote | 3 | ||||
Class B Ordinary Shares [Member] | Maximum [Member] | |||||
Ordinary Shares [Abstract] | |||||
Voting power per share | Vote | 15 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |||
Beginning Balance | $ 7,398,697 | ||
Current year other comprehensive (loss) income | (84,560) | $ (33,541) | $ (816) |
Transactions with non-controlling interests | (14,889) | (8,000) | (20,736) |
Capital contributed by non-controlling interest | 1,864 | ||
Ending Balance | 5,715,705 | 7,398,697 | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Abstract] | |||
Beginning Balance | (28,519) | 4,681 | 5,449 |
Transactions with non-controlling interests | 0 | 341 | 48 |
Ending Balance | (111,215) | (28,519) | 4,681 |
Unrealized Fair Value Gain (Loss) on Available-for-sale Investments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Abstract] | |||
Beginning Balance | (297) | 981 | 5,400 |
Current year other comprehensive (loss) income | (6,263) | (1,278) | (4,419) |
Transactions with non-controlling interests | 0 | 0 | |
Capital contributed by non-controlling interest | 0 | ||
Ending Balance | (6,560) | (297) | 981 |
Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Abstract] | |||
Beginning Balance | (28,222) | 3,700 | 49 |
Current year other comprehensive (loss) income | (78,297) | (32,263) | 3,603 |
Transactions with non-controlling interests | 341 | 48 | |
Capital contributed by non-controlling interest | 1,864 | ||
Ending Balance | $ (104,655) | $ (28,222) | $ 3,700 |
RESTRICTED NET ASSETS (Details)
RESTRICTED NET ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Taiwan [Member] | ||
Restricted Net Assets [Abstract] | ||
Percentage of profit after tax to legal reserve fund | 10% | |
Minimum percentage of paid up capital to be maintained as legal reserve | 25% | |
Accumulated reserve in statutory reserve account | $ 272 | $ 76 |
Thailand [Member] | ||
Restricted Net Assets [Abstract] | ||
Accumulated reserve in statutory reserve account | $ 13 | 13 |
Thailand [Member] | Minimum [Member] | ||
Restricted Net Assets [Abstract] | ||
Percentage of retained earnings to legal reserve | 5% | |
Percentage of capital stock | 10% | |
PRC [Member] | ||
Restricted Net Assets [Abstract] | ||
Accumulated reserve in statutory reserve account | $ 12,205 | 6,055 |
Indonesia [Member] | ||
Restricted Net Assets [Abstract] | ||
Percentage of profit after tax to legal reserve fund | 20% | |
Statutory Reserve [Member] | ||
Statutory Reserve [Abstract] | ||
At the beginning of the financial year | $ 6,144 | 2,363 |
Transferred from retained earnings | 6,346 | 3,781 |
At the end of the financial year | $ 12,490 | $ 6,144 |
TAXATION, Enterprise Income Tax
TAXATION, Enterprise Income Tax (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 60 Months Ended | |||||
Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2026 | Dec. 31, 2021 | |
Income tax expense [Abstract] | ||||||||
Current income tax | $ 272,070 | $ 289,998 | $ 117,649 | |||||
Deferred tax | (140,553) | (975) | (27,451) | |||||
Withholding tax expense | 36,878 | 43,842 | 51,442 | |||||
Income tax expense | 168,395 | 332,865 | 141,640 | |||||
Reconciliation of tax [Abstract] | ||||||||
Loss before income tax and share of results of equity investees | (1,500,533) | (1,715,184) | (1,483,238) | |||||
Tax expense computed at tax rate of 17% | (255,091) | (291,581) | (252,150) | |||||
Changes in valuation allowance | 389,129 | 828,141 | 403,329 | |||||
Non-deductible expenses | 28,397 | 19,569 | 9,554 | |||||
Effect of concessionary tax rate and tax reliefs | (117,558) | (183,962) | (82,951) | |||||
Withholding tax expense | 36,878 | 43,842 | 51,442 | |||||
Foreign earnings at different tax rates | 85,204 | (82,388) | 15,103 | |||||
Others | 1,436 | (756) | (2,687) | |||||
Income tax expense | $ 168,395 | $ 332,865 | $ 141,640 | |||||
Singapore [Member] | ||||||||
Enterprise Income Tax [Abstract] | ||||||||
Statutory corporate income tax rate | 17% | 17% | 17% | |||||
Singapore [Member] | Garena Online [Member] | ||||||||
Enterprise Income Tax [Abstract] | ||||||||
Development and expansion incentive period commencing from January 1, 2017 | 5 years | |||||||
Development and expansion incentive extension period | 5 years | |||||||
Concessionary tax rate | 10% | |||||||
Singapore [Member] | Garena Online [Member] | Forecast [Member] | ||||||||
Enterprise Income Tax [Abstract] | ||||||||
Concessionary tax rate | 10.50% | |||||||
Indonesia [Member] | ||||||||
Enterprise Income Tax [Abstract] | ||||||||
Statutory corporate income tax rate | 22% | 25% | ||||||
Philippines [Member] | ||||||||
Enterprise Income Tax [Abstract] | ||||||||
Statutory corporate income tax rate | 25% | 30% |
TAXATION, Deferred Tax (Details
TAXATION, Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets [Abstract] | |||
Property and equipment | $ 11,039 | $ 3,290 | |
Deferred revenue | 93,163 | 145,003 | |
Unutilized tax losses and unused capital allowances | 2,049,196 | 1,690,773 | |
Provision and accrued expenses | 58,650 | 28,807 | |
Allowance for credit losses | 41,002 | 13,012 | |
Others | 19,844 | 7,811 | |
Valuation allowance | (2,013,288) | (1,768,957) | |
Total deferred tax assets | 259,606 | 119,739 | |
Deferred tax liabilities [Abstract] | |||
Property and equipment | (14,456) | (6,949) | |
Intangible assets | (1,292) | (1,174) | |
Deferred channel costs | (7,111) | (13,783) | |
Others | (1,488) | (1,070) | |
Total deferred tax liabilities | (24,347) | (22,976) | |
Net deferred tax assets | 235,259 | 96,763 | |
Tax losses with expiry date | 2,661,916 | $ 3,473,098 | $ 1,671,044 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator [Abstract] | |||
Net loss attributable to ordinary shareholders | $ (1,651,421) | $ (2,046,759) | $ (1,618,056) |
Denominator [Abstract] | |||
Weighted-average number of shares outstanding - basic (in shares) | 558,119,948 | 532,705,796 | 477,264,888 |
Weighted-average number of shares outstanding - diluted (in shares) | 558,119,948 | 532,705,796 | 477,264,888 |
Basic loss per share (in dollars per share) | $ (2.96) | $ (3.84) | $ (3.39) |
Diluted loss per share (in dollars per share) | $ (2.96) | $ (3.84) | $ (3.39) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 100,088,031 | 77,703,987 | 96,803,578 |
Loss Per Share [Abstract] | |||
Consideration received for this issuance shares issued to share depositary bank | $ 0 | $ 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) | 7,000,000 | 12,000,000 | |
Consideration received for this issuance shares issued to share depositary bank | $ 0 | $ 0 | |
Share Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 68,800,110 | 46,225,613 | 50,090,731 |
RSAs/RSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,652,231 | 8,129,220 | 9,341,928 |
Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 21,635,690 | 23,349,154 | 37,370,919 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Parties (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Tencent Limited and its affiliates ("Tencent") [Member] | |
Related Parties [Abstract] | |
Relationship with the Company | A shareholder of the Company |
RELATED PARTY TRANSACTIONS, Tra
RELATED PARTY TRANSACTIONS, Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Abstract] | |||
Amounts due to related parties | $ 415 | $ 74,738 | |
Tencent [Member] | |||
Related Party Transaction [Abstract] | |||
Royalty fee and license fee to | 99,628 | 139,930 | $ 110,686 |
Services provided by | 9,794 | 24,981 | $ 23,352 |
Amounts due to related parties | $ 0 | $ 73,244 |
SEGMENT REPORTING, Information
SEGMENT REPORTING, Information about Segments (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||
SEGMENT REPORTING [Abstract] | ||||
Number of reportable segments | Segment | 3 | |||
Segment Information [Abstract] | ||||
Revenue | $ 12,449,705 | $ 9,955,190 | $ 4,375,664 | |
Operating income (loss) | (1,487,508) | (1,583,060) | (1,303,325) | |
Non-operating loss, net | (13,025) | (132,124) | (179,913) | |
Income tax expense | (168,395) | (332,865) | (141,640) | |
Share of results of equity investees | 11,156 | 5,019 | 721 | |
Net loss | (1,657,772) | (2,043,030) | (1,624,157) | |
Other Services [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 61,869 | 42,444 | 131,758 | |
Operating income (loss) | (252,162) | (177,633) | (49,006) | |
Operating Segments [Member] | Digital Entertainment [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 3,877,163 | 4,320,013 | 2,015,972 | |
Operating income (loss) | 1,971,416 | 2,500,081 | 1,016,793 | |
Operating Segments [Member] | E-commerce [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 7,288,677 | 5,122,959 | 2,167,149 | |
Operating income (loss) | (2,013,360) | (2,766,566) | (1,442,593) | |
Operating Segments [Member] | Digital Financial Services [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 1,221,996 | 469,774 | 60,785 | |
Operating income (loss) | (277,264) | (640,422) | (520,075) | |
Unallocated Expenses [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | [1] | 0 | 0 | 0 |
Operating income (loss) | [1] | $ (916,138) | $ (498,520) | $ (308,444) |
[1]Unallocated expenses are mainly relating to share-based compensation, impairment of goodwill of prior acquisitions that are not under the Company’s reportable segments, and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Abstract] | |||
Consolidated revenue | $ 12,449,705 | $ 9,955,190 | $ 4,375,664 |
Southeast Asia [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 8,321,249 | 6,316,782 | 2,791,894 |
Latin America [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 2,043,918 | 1,850,861 | 790,308 |
Rest of Asia [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 1,727,187 | 1,394,342 | 655,007 |
Rest of the World [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | $ 357,351 | $ 393,205 | $ 138,455 |
SEGMENT REPORTING, Long-lived A
SEGMENT REPORTING, Long-lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Information [Abstract] | ||
Long-lived assets | $ 2,410,754 | $ 1,732,160 |
Southeast Asia [Member] | ||
Segment Information [Abstract] | ||
Long-lived assets | 1,804,846 | 1,412,748 |
Rest of Asia [Member] | ||
Segment Information [Abstract] | ||
Long-lived assets | 348,116 | 262,978 |
Rest of the World [Member] | ||
Segment Information [Abstract] | ||
Long-lived assets | $ 257,792 | $ 56,434 |
FAIR VALUE MEASUREMENTS, Fair V
FAIR VALUE MEASUREMENTS, Fair Value of Investments (Details) - Unobservable Inputs (Level 3) [Member] | Dec. 31, 2022 | [2] |
Weighted Average [Member] | ||
Equity, Fair Value Disclosure [Abstract] | ||
Market adjustment | (0.20) | [1] |
Minimum [Member] | ||
Equity, Fair Value Disclosure [Abstract] | ||
Market adjustment | (0.90) | |
Maximum [Member] | ||
Equity, Fair Value Disclosure [Abstract] | ||
Market adjustment | 0.07 | |
[1]Input was weighted based on the fair value of the investments included in the range.[2]Significant increase (decrease) in the input would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. |
FAIR VALUE MEASUREMENTS, Summar
FAIR VALUE MEASUREMENTS, Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Investments carried at fair value | $ 178,233 | $ 178,298 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities And Other Payable, Current | ||
Recurring [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Held to maturity investments | $ 621,836 | $ 938,191 | |
Available-for-sale investments | 597,177 | 220,305 | |
Equity securities | 2,556 | 13,184 | |
Investments carried at fair value | 178,233 | 178,298 | |
Other assets | 9,668 | 11,711 | |
Derivative assets | [1] | 3 | 694 |
Derivative liabilities | [2] | (2,277) | |
Share appreciation rights | (5,420) | (15,401) | |
Total assets, net, at fair value | (1,474,596) | 1,346,982 | |
Recurring [Member] | 2023 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | (82,666) | ||
Recurring [Member] | 2024 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | (190,646) | ||
Recurring [Member] | 2025 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | (1,148,639) | ||
Recurring [Member] | 2026 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | (1,454,421) | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Held to maturity investments | 621,346 | 937,741 | |
Available-for-sale investments | 562,051 | 185,929 | |
Equity securities | 2,008 | 13,184 | |
Investments carried at fair value | 0 | 0 | |
Other assets | 0 | 0 | |
Derivative assets | [1] | 0 | 0 |
Derivative liabilities | [2] | 0 | |
Share appreciation rights | (5,420) | (15,401) | |
Total assets, net, at fair value | 1,179,985 | 1,121,453 | |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | 2023 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | 0 | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | 2024 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | 0 | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | 2025 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | 0 | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | 2026 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Held to maturity investments | 0 | 0 | |
Available-for-sale investments | 0 | 0 | |
Equity securities | 548 | 0 | |
Investments carried at fair value | 0 | 0 | |
Other assets | 0 | 0 | |
Derivative assets | [1] | 3 | 694 |
Derivative liabilities | [2] | (2,277) | |
Share appreciation rights | 0 | 0 | |
Total assets, net, at fair value | (1,726) | 694 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | 2023 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | 2024 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | 2025 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | 2026 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | 0 | ||
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Held to maturity investments | 490 | 450 | |
Available-for-sale investments | 35,126 | 34,376 | |
Equity securities | 0 | 0 | |
Investments carried at fair value | 178,233 | 178,298 | |
Other assets | 9,668 | 11,711 | |
Derivative assets | [1] | 0 | 0 |
Derivative liabilities | [2] | 0 | |
Share appreciation rights | 0 | 0 | |
Total assets, net, at fair value | (2,652,855) | $ 224,835 | |
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | 2023 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | (82,666) | ||
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | 2024 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | (190,646) | ||
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | 2025 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | (1,148,639) | ||
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | 2026 Convertible Notes [Member] | |||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | |||
Convertible Notes | $ (1,454,421) | ||
[1]Included in prepaid expenses and other assets n accrued expenses and other payables |
FAIR VALUE MEASUREMENTS, Summ_2
FAIR VALUE MEASUREMENTS, Summary of Level 3 Instruments Measured at Fair Value (Details) - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Recurring [Member] | Available-for-Sale Investments [Member] | |||
Reconciliations of Assets and Liabilities [Abstract] | |||
Beginning balance | $ 34,376 | $ 21,357 | $ 128,418 |
Additions | 3,198 | 35,298 | 20,429 |
Conversion into ordinary shares of investees | (21,340) | (72,000) | |
Net investment gain (loss) included in earnings | (51,000) | ||
Net unrealized loss included in other comprehensive income | (1,193) | (958) | (4,490) |
Translation gain (loss) included in other comprehensive income | 11 | 19 | |
Settlement | (1,266) | ||
Ending balance | 35,126 | 34,376 | 21,357 |
Recurring [Member] | Investments Carried at Fair Value [Member] | |||
Reconciliations of Assets and Liabilities [Abstract] | |||
Beginning balance | 178,298 | 0 | |
Additions | 74,482 | 151,227 | |
Net investment gain (loss) included in earnings | (74,547) | 27,071 | |
Ending balance | 178,233 | 178,298 | 0 |
Recurring [Member] | Other Assets [Member] | |||
Reconciliations of Assets and Liabilities [Abstract] | |||
Beginning balance | 11,711 | 19,024 | 0 |
Acquisition of subsidiaries | 8,860 | ||
Additions | 56 | 186 | 13,340 |
Translation gain (loss) included in other comprehensive income | (944) | (359) | 900 |
Disposals | (679) | (3,513) | (363) |
Write-down included in earnings | (476) | (3,627) | (3,713) |
Ending balance | 9,668 | 11,711 | $ 19,024 |
Non-Recurring [Member] | Equity Securities [Member] | |||
Assets Remeasured at Fair Value [Abstract] | |||
Assets, fair value | $ 264,899 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Commitments [Abstract] | ||
Undrawn credit facilities | $ 233 | $ 4,212 |
Contingencies [Abstract] | ||
Interest receivables on non-performing assets | 10,947 | 5,042 |
Commitments to Purchase Property and Equipment [Member] | ||
Other Commitments [Abstract] | ||
Commitments | 99,050 | 362,592 |
Committed Licensing Fee Payable for Licensing of Game Titles [Member] | ||
Other Commitments [Abstract] | ||
Commitments | 13,677 | 13,671 |
Commitment to Invest in Certain Companies [Member] | ||
Other Commitments [Abstract] | ||
Commitments | 125,733 | 183,562 |
Minimum [Member] | ||
Other Commitments [Abstract] | ||
Minimum guarantee commitments | $ 45,257 | $ 62,300 |