Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document Information [Line Items] | |
Entity Registrant Name | Sea Limited |
Entity Central Index Key | 0001703399 |
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, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38237 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 1 Fusionopolis Place, #17-10 |
Entity Address, City or Town | Galaxis |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 138522 |
Title of 12(b) Security | American Depositary Shares, each representing one Class A ordinary share |
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 |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 1 Fusionopolis Place, #17-10 |
Entity Address, City or Town | Galaxis |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 138522 |
Contact Personnel Name | Yanjun Wang, Esq. |
Contact Personnel Email Address | secnotice@sea.com |
City Area Code | 65 |
Local Phone Number | 6270-8100 |
Class A Ordinary Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 359,755,767 |
Class B Ordinary Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 152,175,703 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 6,166,880 | $ 3,118,988 |
Restricted cash | 859,192 | 434,938 |
Accounts receivable, net of allowance for credit losses of $4,083 and $7,978, as of December 31, 2019 and December 31, 2020 respectively | 362,999 | 187,035 |
Prepaid expenses and other assets | 1,054,229 | 535,187 |
Loans receivable, net of allowance for credit losses of nil and $20,872, as of December 31, 2019 and December 31, 2020 respectively | 285,937 | 0 |
Inventories, net | 64,219 | 26,932 |
Short-term investments | 126,099 | 102,324 |
Amounts due from related parties | 19,449 | 4,735 |
Total current assets | 8,939,004 | 4,410,139 |
Non-current assets | ||
Property and equipment, net | 386,401 | 318,620 |
Operating lease right-of-use assets, net | 234,555 | 182,965 |
Intangible assets, net | 39,773 | 15,020 |
Long-term investments | 190,482 | 113,797 |
Prepaid expenses and other assets | 204,804 | 65,684 |
Loans receivable, net of allowance for credit losses of nil and $19,612, as of December 31, 2019 and December 31, 2020 respectively | 117,149 | 0 |
Restricted cash | 27,321 | 16,652 |
Deferred tax assets | 99,904 | 70,340 |
Goodwill | 216,278 | 30,952 |
Total non-current assets | 1,516,667 | 814,030 |
Total assets | 10,455,671 | 5,224,169 |
Current liabilities | ||
Accounts payable (including accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries of $11,274 and $19,290 as of December 31, 2019 and 2020, respectively) | 121,637 | 69,370 |
Accrued expenses and other payables (including accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries of $93,146 and $107,512 as of December 31, 2019 and 2020, respectively) | 2,033,461 | 980,805 |
Advances from customers (including advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries of $6,116 and $11,014 as of December 31, 2019 and 2020, respectively | 161,379 | 65,062 |
Amounts due to related parties (including amounts due to related parties of the Consolidated VIEs without recourse to the primary beneficiaries of $1,569 and $2,347 as of December 31, 2019 and 2020, respectively) | 42,613 | 34,990 |
Short-term borrowings (including short-term borrowings of the Consolidated VIEs without recourse to the primary beneficiaries of $1,258 and nil as of December 31, 2019 and 2020, respectively) | 0 | 1,258 |
Operating lease liabilities (including operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of $8,797 and $10,122 as of December 31, 2019 and 2020, respectively) | 74,506 | 56,320 |
Deferred revenue (including deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries of $133,362 and $212,377 as of December 31, 2019 and 2020, respectively) | 2,150,165 | 1,097,868 |
Convertible notes (including convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2019 and 2020, respectively) | 0 | 29,481 |
Income tax payable (including income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries of $5,850 and $566 as of December 31, 2019 and 2020, respectively) | 52,306 | 27,212 |
Total current liabilities | 4,636,067 | 2,362,366 |
Non-current liabilities | ||
Accrued expenses and other payables (including accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries of $1,357 and $1,907 as of December 31, 2019 and 2020, respectively) | 36,159 | 25,802 |
Long-term borrowings (including long-term borrowings of the Consolidated VIEs without recourse to the primary beneficiaries of $358 and nil as of December 31, 2019 and 2020, respectively) | 0 | 358 |
Operating lease liabilities (including operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of $20,129 and $16,916 as of December 31, 2019 and 2020, respectively) | 177,870 | 144,000 |
Deferred revenue (including deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries of $49,325 and $55,200 as of December 31, 2019 and 2020, respectively) | 343,297 | 160,708 |
Convertible notes (including convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries of nil and nil as of December 31, 2019 and 2020, respectively) | 1,840,406 | 1,356,332 |
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, 2019 and 2020, respectively) | 1,526 | 975 |
Unrecognized tax benefits (including unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries of $976 and $107 as of December 31, 2019 and 2020, respectively) | 107 | 976 |
Total non-current liabilities | 2,399,365 | 1,689,151 |
Total liabilities | 7,035,432 | 4,051,517 |
Commitments and contingencies | ||
Shareholders' equity | ||
Additional paid-in capital | 8,526,571 | 4,687,284 |
Accumulated other comprehensive income | 4,681 | 5,449 |
Statutory reserves | 2,363 | 46 |
Accumulated deficit | (5,150,958) | (3,530,585) |
Total Sea Limited shareholders' (deficit) equity | 3,382,912 | 1,162,424 |
Non-controlling interests | 37,327 | 10,228 |
Total shareholders' (deficit) equity | 3,420,239 | 1,172,652 |
Total liabilities and shareholders' (deficit) equity | 10,455,671 | 5,224,169 |
Class A Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares | 179 | 154 |
Class B Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares | $ 76 | $ 76 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Accounts receivable, allowance for credit losses | $ 7,978 | $ 4,083 |
Loans receivable, allowance for credit losses | 20,872 | 0 |
Non-current assets | ||
Loans receivable, allowance for credit losses | 19,612 | 0 |
Current liabilities | ||
Accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries | 121,637 | 69,370 |
Advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries | 161,379 | 65,062 |
Amounts due to related parties of the Consolidated VIEs without recourse to the primary beneficiaries | 42,613 | 34,990 |
Short-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 1,258 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 74,506 | 56,320 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 2,150,165 | 1,097,868 |
Convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 29,481 |
Income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries | 52,306 | 27,212 |
Non-current liabilities | ||
Long-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 358 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 177,870 | 144,000 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 343,297 | 160,708 |
Convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries | 1,840,406 | 1,356,332 |
Deferred tax liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 1,526 | 975 |
Unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries | 107 | 976 |
VIEs [Member] | ||
Current liabilities | ||
Accounts payable of the Consolidated VIEs without recourse to the primary beneficiaries | 19,290 | 11,274 |
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 107,512 | 93,146 |
Advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries | 11,014 | 6,116 |
Amounts due to related parties of the Consolidated VIEs without recourse to the primary beneficiaries | 2,347 | 1,569 |
Short-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 1,258 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 10,122 | 8,797 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 212,377 | 133,362 |
Convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 0 |
Income tax payable of the Consolidated VIEs without recourse to the primary beneficiaries | 566 | 5,850 |
Non-current liabilities | ||
Accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries | 1,907 | 1,357 |
Long-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 358 |
Operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 16,916 | 20,129 |
Deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries | 55,200 | 49,325 |
Convertible notes of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 0 |
Deferred tax liabilities of the Consolidated VIEs without recourse to the primary beneficiaries | 0 | 0 |
Unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries | $ 107 | $ 976 |
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) | 359,755,767 | 311,068,949 |
Ordinary shares, Outstanding (in shares) | 359,755,767 | 311,068,949 |
Class B Ordinary Shares [Member] | ||
Shareholders' equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, Issued (in shares) | 152,175,703 | 152,175,703 |
Ordinary shares, Outstanding (in shares) | 152,175,703 | 152,175,703 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | |||
Revenue | $ 4,375,664 | $ 2,175,378 | $ 826,968 |
Cost of revenue | |||
Cost of revenue | (3,026,759) | (1,570,458) | (812,210) |
Gross profit | 1,348,905 | 604,920 | 14,758 |
Operating income (expenses) | |||
Other operating income | 189,645 | 15,890 | 9,799 |
Sales and marketing expenses | (1,830,875) | (969,543) | (705,015) |
General and administrative expenses | (657,215) | (385,865) | (240,781) |
Research and development expenses | (353,785) | (156,634) | (67,529) |
Total operating expenses | (2,652,230) | (1,496,152) | (1,003,526) |
Operating loss | (1,303,325) | (891,232) | (988,768) |
Interest income | 24,804 | 33,935 | 11,520 |
Interest expense | (148,243) | (48,208) | (31,295) |
Investment gain (loss), net | (17,820) | 11,794 | 8,603 |
Changes in fair value of convertible notes | (87) | (472,877) | 41,259 |
Foreign exchange gain (loss) | (38,567) | (2,031) | 4,801 |
Loss before income tax and share of results of equity investees | (1,483,238) | (1,368,619) | (953,880) |
Income tax expense | (141,640) | (85,864) | (4,088) |
Share of results of equity investees | 721 | (3,239) | (3,066) |
Net loss | (1,624,157) | (1,457,722) | (961,034) |
Net (profit) loss attributable to non-controlling interests | 6,101 | (5,077) | (207) |
Net loss attributable to Sea Limited's ordinary shareholders | $ (1,618,056) | $ (1,462,799) | $ (961,241) |
Loss per share: | |||
Basic and diluted (in dollars per share) | $ (3.39) | $ (3.35) | $ (2.84) |
Weighted average shares used in loss per share computation: | |||
Basic and diluted (in shares) | 477,264,888 | 436,601,801 | 338,472,987 |
Digital Entertainment [Member] | |||
Revenue | |||
Revenue | $ 2,015,972 | $ 1,136,017 | $ 462,464 |
Cost of revenue | |||
Cost of revenue | (702,329) | (435,905) | (267,359) |
E-Commerce and Other Services [Member] | |||
Revenue | |||
Revenue | 1,777,330 | 822,659 | 270,049 |
Cost of revenue | |||
Cost of revenue | (1,743,773) | (907,518) | (446,281) |
Sales of Goods [Member] | |||
Revenue | |||
Revenue | 582,362 | 216,702 | 94,455 |
Cost of revenue | |||
Cost of revenue | $ (580,657) | $ (227,035) | $ (98,570) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | |||
Net loss | $ (1,624,157) | $ (1,457,722) | $ (961,034) |
Foreign currency translation adjustments: | |||
Translation (loss) gain | 2,532 | 3,230 | (13,858) |
Net change | 2,532 | 3,230 | (13,858) |
Available-for-sale investments: | |||
Change in unrealized gain (loss) | (4,393) | (12,869) | 18,269 |
Net change | (4,393) | (12,869) | 18,269 |
Total other comprehensive income (loss), net of tax | (1,861) | (9,639) | 4,411 |
Less: total comprehensive (loss) income attributable to non-controlling interests | 7,146 | (5,188) | (120) |
Total comprehensive loss attributable to Sea Limited's ordinary shareholders | $ (1,618,872) | $ (1,472,549) | $ (956,743) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (1,624,157) | $ (1,457,722) | $ (961,034) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Allowance for credit losses | 57,509 | 3,581 | 2,189 |
Amortization of discount on convertible notes | 88,198 | 33,334 | 14,154 |
Amortization of intangible assets | 11,694 | 4,849 | 23,826 |
Changes in fair value of convertible notes | 87 | 472,877 | (41,259) |
Deferred income tax | (27,451) | (4,333) | (19,797) |
Depreciation of property and equipment | 169,067 | 116,783 | 54,902 |
Gain on disposal of subsidiaries | (62,115) | 0 | 0 |
Gain on disposal of investments | 0 | (129) | (7,685) |
Gain on re-measurement of equity interests | (3,003) | (4,500) | 0 |
Impairment loss on intangible assets | 5,713 | 0 | 5,166 |
Impairment loss on investments | 61,238 | 1,155 | 3,416 |
Loss on debt extinguishment | 24,400 | 0 | 0 |
Net foreign exchange differences | 11,298 | (292) | (10,230) |
Prepaid licensing fees written-off | 0 | 0 | 4,544 |
Share-based compensation | 290,246 | 117,069 | 58,121 |
Share of results of equity investees | (721) | 3,239 | 3,066 |
Unrealized loss on marketable securities | 24,150 | 0 | 0 |
Others | 3,550 | 1,891 | 2,589 |
Operating cash flows before changes in working capital | (970,297) | (712,198) | (868,032) |
Inventories | (38,528) | 11,762 | (28,465) |
Accounts receivable | (174,767) | (86,546) | (38,524) |
Prepaid expenses and other assets | (527,139) | (214,926) | (159,025) |
Amounts due from related parties | (10,897) | 538 | (3,306) |
Operating lease right-of-use assets | (45,203) | (62,140) | 0 |
Accounts payable | 50,860 | 31,381 | 29,733 |
Accrued expenses and other payables | 943,586 | 354,151 | 354,946 |
Advances from customers | 92,851 | 34,263 | 2,727 |
Operating lease liabilities | 46,352 | 70,901 | 0 |
Deferred revenue | 1,162,399 | 637,214 | 204,161 |
Income tax payable | 25,505 | 17,207 | (75) |
Amount due to related parties | 1,146 | (11,742) | 10,640 |
Net cash (used in) generated from operating activities | 555,868 | 69,865 | (495,220) |
Cash flows from investing activities | |||
Purchase of property and equipment | (336,274) | (239,844) | (177,343) |
Purchase of intangible assets | (20,780) | (7,254) | (1,142) |
Purchase of investments | (219,548) | (118,462) | (69,641) |
Proceeds from disposal of property and equipment | 1,732 | 1,236 | 668 |
Proceeds from disposal of intangible assets | 0 | 0 | 245 |
Proceeds from sale and maturity of investments | 19,541 | 640 | 22,685 |
Distributions from investments | 1,294 | 465 | 0 |
Acquisition of businesses, net of cash acquired | (92,190) | 0 | 0 |
Disposal of subsidiaries, net of cash disposed | 15,008 | 0 | 0 |
Change in loans receivable | (255,695) | 0 | 0 |
Net cash used in investing activities | (886,912) | (363,219) | (224,528) |
Cash flows from financing activities | |||
Proceeds from issuance of convertible notes, net | 1,141,362 | 1,138,500 | 564,938 |
Purchase of capped call | (135,700) | (97,060) | 0 |
Proceeds from borrowings | 1,224 | 868 | 2,055 |
Repayment of borrowings | (31,833) | (2,871) | (2,698) |
Proceeds from issuance of ordinary shares, net | 2,970,248 | 1,538,802 | 4,574 |
Transaction with non-controlling interests | (20,736) | 0 | (25,768) |
Proceeds from partial disposal of a subsidiary without a loss in control | 0 | 0 | 3,527 |
Contribution by non-controlling interest | 4,631 | 1,356 | 0 |
Payments for exchange and conversion of convertible notes | (50,009) | 0 | 0 |
Change in accrued expenses and other payables | (146,055) | 0 | 0 |
Net cash generated from financing activities | 3,733,132 | 2,579,595 | 546,628 |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | 80,727 | 25,025 | (12,546) |
Net (decrease) increase in cash, cash equivalents and restricted cash | 3,482,815 | 2,311,266 | (185,666) |
Cash, cash equivalents and restricted cash at beginning of the year | 3,570,578 | 1,259,312 | 1,444,978 |
Cash, cash equivalents and restricted cash at end of the year | 7,053,393 | 3,570,578 | 1,259,312 |
Supplement disclosures of cash flow information: | |||
Income taxes paid | (144,874) | (74,349) | (23,961) |
Interest paid | (42,003) | (13,501) | (42,901) |
Supplement disclosures of non-cash activities: | |||
Purchase of property and equipment included in accrued expenses and other payables | 1,834 | (9,804) | 7,579 |
Purchase of intangible assets included in accrued expenses and other payables | 484 | (422) | (444) |
Purchase of property and equipment included in prepayments | (83,782) | 3,851 | (6,104) |
Purchase of intangible assets included in prepayments | (6,638) | 51 | 4,547 |
Conversion and exchange of convertible notes into ordinary shares | (464,930) | (1,080,112) | (48,975) |
Acquisition of a subsidiary by conversion of convertible notes | 72,000 | 0 | 0 |
Proceeds from disposal of a subsidiary included in prepaid expenses and other assets | 12,870 | 0 | 0 |
Transfers of loans receivable to prepaid expenses and other assets | $ 8,830 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Statutory Reserves [Member] | Accumulated Deficit [Member] | Total Sea Limited Shareholders' Equity (Deficit) [Member] | Non-controlling Interests [Member] | Total |
Beginning balance at Dec. 31, 2017 | $ 167 | $ 1,564,656 | $ 10,701 | $ 46 | $ (1,106,545) | $ 469,025 | $ 6,106 | $ 475,131 |
Beginning balance (in shares) at Dec. 31, 2017 | 334,966,213 | |||||||
Comprehensive loss: | ||||||||
Net loss for the period | $ 0 | 0 | 0 | 0 | (961,241) | (961,241) | 207 | (961,034) |
Foreign currency translation adjustments | 0 | 0 | (13,771) | 0 | 0 | (13,771) | (87) | (13,858) |
Net change in unrealized gain on available-for-sale investment | 0 | 0 | 18,269 | 0 | 0 | 18,269 | 0 | 18,269 |
Equity component of convertible notes | 0 | 152,714 | 0 | 0 | 0 | 152,714 | 0 | 152,714 |
Conversion of convertible notes into Class A ordinary shares | $ 2 | 48,973 | 0 | 0 | 0 | 48,975 | 0 | 48,975 |
Conversion of convertible notes into Class A ordinary shares (in shares) | 3,592,415 | |||||||
Transactions with non-controlling interests | $ 0 | (21,047) | 0 | 0 | 0 | (21,047) | (4,721) | (25,768) |
Disposal of interest in a subsidiary without change in control | 0 | 1,348 | 0 | 0 | 0 | 1,348 | 2,179 | 3,527 |
Shares issued to depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Shares issued to depositary bank (in shares) | 3,200,000 | |||||||
Exercise of share options | $ 1 | 4,573 | 0 | 0 | 0 | 4,574 | 0 | 4,574 |
Exercise of share options (in shares) | 1,705,147 | |||||||
Restricted share awards and restricted share units issued | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restricted share awards and restricted share units issued (in shares) | 68,000 | |||||||
Share-based compensation | $ 0 | 58,015 | 0 | 0 | 0 | 58,015 | 0 | 58,015 |
Settlement of share incentives with shares held by depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of share incentives with shares held by depositary bank (in shares) | (933,007) | |||||||
Ending balance at Dec. 31, 2018 | $ 170 | 1,809,232 | 15,199 | 46 | (2,067,786) | (243,139) | 3,684 | (239,455) |
Ending balance (in shares) at Dec. 31, 2018 | 342,598,768 | |||||||
Comprehensive loss: | ||||||||
Net loss for the period | $ 0 | 0 | 0 | 0 | (1,462,799) | (1,462,799) | 5,077 | (1,457,722) |
Foreign currency translation adjustments | 0 | 0 | 3,119 | 0 | 0 | 3,119 | 111 | 3,230 |
Net change in unrealized gain on available-for-sale investment | 0 | 0 | (12,869) | 0 | 0 | (12,869) | 0 | (12,869) |
Equity component of convertible notes | 0 | 240,582 | 0 | 0 | 0 | 240,582 | 0 | 240,582 |
Purchase of capped calls related to issuance of convertible notes | 0 | (97,060) | 0 | 0 | 0 | (97,060) | 0 | (97,060) |
Conversion of convertible notes into Class A ordinary shares | $ 23 | 1,080,089 | 0 | 0 | 0 | 1,080,112 | 0 | 1,080,112 |
Conversion of convertible notes into Class A ordinary shares (in shares) | 45,645,884 | |||||||
Issuance of Class A ordinary shares, net of issuance costs | $ 35 | 1,517,923 | 0 | 0 | 0 | 1,517,958 | 0 | 1,517,958 |
Issuance of Class A ordinary shares, net of issuance costs (in shares) | 69,000,000 | |||||||
Capital contributed by non-controlling interest | $ 0 | 0 | 0 | 0 | 0 | 0 | 1,356 | 1,356 |
Shares issued to depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Shares issued to depositary bank (in shares) | 6,000,000 | |||||||
Exercise of share options | $ 2 | 20,843 | 0 | 0 | 0 | 20,845 | 0 | 20,845 |
Exercise of share options (in shares) | 3,736,976 | |||||||
Restricted share awards and restricted share units issued | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Restricted share awards and restricted share units issued (in shares) | 1,983,639 | |||||||
Share-based compensation | $ 0 | 115,675 | 0 | 0 | 0 | 115,675 | 0 | 115,675 |
Settlement of share incentives with shares held by depositary bank | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of share incentives with shares held by depositary bank (in shares) | (5,720,615) | |||||||
Ending balance at Dec. 31, 2019 | $ 230 | 4,687,284 | 5,449 | 46 | (3,530,585) | 1,162,424 | 10,228 | 1,172,652 |
Ending balance (in shares) at Dec. 31, 2019 | 463,244,652 | |||||||
Comprehensive loss: | ||||||||
Net loss for the period | $ 0 | 0 | 0 | 0 | (1,618,056) | (1,618,056) | (6,101) | (1,624,157) |
Foreign currency translation adjustments | 0 | 0 | 3,603 | 0 | 0 | 3,603 | (1,071) | 2,532 |
Net change in unrealized gain on available-for-sale investment | 0 | 0 | (4,419) | 0 | 0 | (4,419) | 26 | (4,393) |
Acquisition of subsidiary | 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 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2020 | |
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 Singapore, Thailand, Taiwan, Vietnam, Indonesia, Malaysia and the Philippines. The Company is principally engaged in the digital entertainment, e-commerce and digital financial service businesses in the region. (a) As of December 31, 2020, significant subsidiaries include the following entities: Entity Date of Incorporation/ Acquisition Place of incorporation Percentage of direct ownership by the Company Principal activities 2019 2020 Garena Online Private Limited (“Garena Online”) May 8, 2009 Singapore 100 100 Game operations and software development Shopee Limited (formerly known as Shopee Southeast Asia 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 in the region 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 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 agreed 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. The total fee billed for the years ended December 31, 2018, 2019 and 2020 were $74,875, $90,510 and $171,962, respectively. Financial Support Confirmation Letters In order to ensure that the VIEs have sufficient cash flow to fund their daily operations and/or to set off any losses incurred in such operations, the primary beneficiary 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 SEC Regulation SX-3A-02 and ASC 810-10, Consolidation: Overall. In the opinion of the Company’s management and external legal counsels, the ownership structure of our 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 The aggregate carrying amounts of the total assets and total liabilities of the VIEs as of December 31, 2020 were $ 356,057 and $ 494,014 , respectively ( 2019 : $ 598,727 and $ 714,034 ). There were no pledges or collateralization of the VIEs’ assets. Creditors of the VIEs have no recourse to the general credit of the primary beneficiaries of the VIEs, and such amounts have been parenthetically presented on the face of the consolidated balance sheets. The VIEs hold certain assets, including land, data servers and related equipment for use in their operations. The VIEs do not own any facilities except for the rental of certain office premises, warehouses and data centers from third parties under operating lease arrangements. They also hold certain value-added technology licenses, registered copyrights, trademarks and registered domain names, including the official website, which are also considered as revenue-producing assets. However, none of such assets was recorded on the Company’s consolidated balance sheets as such assets were all acquired or internally developed with insignificant cost and expensed as incurred. In addition, the Company also hires a sales and marketing as well as a research and development workforce for its daily operations and such costs are expensed when incurred. The Company has not provided any financial or other support that it was not previously contractually required to provide to the VIEs during the periods presented. The following tables represent the financial information of the VIEs whom the Company does not have majority voting interest as of December 31, 2019 and 2020 and for the years ended December 31, 2018, 2019 and 2020 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group: As of December 31, 2019 $ 2020 $ ASSETS: Current assets: Cash and cash equivalents 111,831 94,502 Restricted cash 237,874 2,574 Accounts receivable, net 8,672 10,537 Prepaid expenses and other assets 25,586 40,822 Inventories, net 6,517 16,264 Short-term investments 30,324 9,287 Amounts due from related parties 286 – Amounts due from intercompanies (1) 34,432 44,928 Total current assets 455,522 218,914 Non-current assets: Property and equipment, net 54,092 35,453 Operating lease right-of-use assets, net 27,637 25,265 Intangible assets, net 300 492 Long-term investments 13,961 16,080 Prepaid expenses and other assets 14,312 11,905 Deferred tax assets 32,903 47,948 Total non-current assets 143,205 137,143 Total assets 598,727 356,057 As of December 31, 2019 $ 2020 $ LIABILITIES: Current liabilities: Accounts payable 11,274 16,183 Accrued expenses and other payables 93,146 91,186 Advances from customers 6,116 2,192 Amounts due to related parties 1,569 2,347 Short-term borrowings 1,258 – Operating lease liabilities 8,797 9,787 Deferred revenue 133,362 212,377 Income tax payable 5,850 595 Amounts due to intercompanies (1) 367,537 70,019 Total current liabilities 628,909 404,686 Non-current liabilities: Accrued expenses and other payables 1,357 1,784 Long-term borrowings 358 – Operating lease liabilities 20,129 16,527 Deferred revenue 49,325 55,200 Amounts due to intercompanies (1) 12,980 15,710 Unrecognized tax benefits 976 107 Total non-current liabilities 85,125 89,328 Total liabilities 714,034 494,014 For the Years Ended December 31, 2018 $ 2019 $ 2020 $ Revenue - Third party customers 342,800 443,401 562,347 - Intercompanies 52,325 118,833 145,848 Net loss (67,816 ) (2,108 ) (30,435 ) For the Years Ended December 31, 2018 $ 2019 $ 2020 $ Net cash generated from (used in) operating activities 67,275 (77,708 ) 134,060 Net cash used in investing activities (27,434 ) (69,181 ) (27,399 ) Net cash generated from (used in) financing activities 97,398 199,406 (13,023 ) (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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
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 accounts receivable and loans receivable, accounting for deferred income taxes, accounting for share-based compensation arrangements and accounting for the Company’s financial instruments where the Company is the issuer. Changes in facts and circumstances may result in revised estimates. 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 has functional currencies other than USD are translated into USD at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. The resulting translation adjustments are recorded in other comprehensive income, a component of shareholders’ equity. Exchange differences arising on monetary items that form part of the Company’s net investment in foreign operations are recognized initially in other comprehensive income and accumulated under accumulated other comprehensive income in equity. The other comprehensive gain or loss arising from exchange differences is reclassified from equity to profit or loss of the Company on disposal of the foreign operation. (e) Cash and cash equivalents The Company considers cash equivalents to be short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase. Cash and cash equivalents consist of cash on hand, demand deposits and funds placed with banks and other financial institutions which are unrestricted as to withdrawal and use. (f) Restricted cash Restricted cash comprise deposits pledged with banks as security in relation to utilization of the banks’ payment gateway and corporate cards, performance guarantees, monies received held in escrow in connection with the Company’s e-commerce business and advances received from customers in connection with the Company’s digital financial services business that are restricted and not available for the Company’s use. (g) Accounts receivable, loans receivable and allowance for credit losses Accounts receivable and loans receivable are carried at net realizable value. Loans principal and interest receivables are placed on non-accrual status when payments are 90 days past due contractually. When a loan principal and interest receivable is placed on non-accrual status, interest accrual ceases. If the loan is non-accrual, the cost recovery method is used and cash collected is applied to first reduce the carrying value of the loan. Otherwise, interest income may be recognized to the extent cash is received. Loans principal and interest receivables may be returned to accrual status when all of the borrower’s delinquent balances of loans principal and interest have been settled and the borrower continue to perform in accordance with the loan terms. On January 1, 2020, the Company adopted the ASU No. 2016-13, Financial Instruments – Credit Losses The Company has also elected the practical expedients permitted under the new accounting standard, which amongst other things, allowed the use of fair value of collateral at the reporting date when recording the net carrying amount of the receivables and determining the allowance for credit losses for a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Company’s assessment as of the reporting date (collateral-dependent financial asset). The Company has established a provision matrix that based on its historical credit loss experience, adjusted for forward-looking factors specific to the receivable and economic environment. It reflects the probability-weighted outcome, time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. The allowances for credit losses are calculated on an aggregate basis for various customer segments that are considered to have similar credit characteristics and risk of loss. The above-mentioned provision matrix has also been used to determine allowances for credit losses for off-balance sheet loan commitments. An account receivable and loan receivable is written off in the period the receivable is deemed uncollectible. The adoption of the new accounting standard on January 1, 2020 does not result in a material adjustment to the beginning accumulated deficit. (h) Inventories Inventories which comprise mainly of 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 is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: - Computers 3 years - Office equipment, furniture and fittings 3 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Motor vehicles 6 to 10 years - Warehouse equipment 5 to years - Land use right 15 to 22 years - Building 15 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 subsidiary 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 a goodwill allocated to the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. No impairment of goodwill was recorded in the years ended December 31, 2019 and 2020. (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 implementation phases of the development of software for internal use are expensed. Costs incurred in the development phase are capitalized and amortized over the estimated useful life. 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 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 6 years - Trademarks 10 years - Technology 6 years - Software 3 to 6 years - Customer relationships 3 to 8 years - Software platforms 3 years The useful lives and methods of amortization of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate. Software, customer relationships and software platforms are included in ‘Others’ in the Note 10 to the consolidated financial statements. (l) Investments The Company’s investments consist of available-for-sale investments, held-to-maturity investments, equity security investments and equity method investments. In accordance with ASC 320, Investments - Debt Securities On January 1, 2020, the Company adopted the ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments with the cumulative effect of adoption recorded as an adjustment to the beginning accumulated deficit. The amendments eliminate the concept of other-than-temporary impairment and requires credit losses related to available-for-sale investments to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the investment. 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 adoption of the new accounting standard on January 1, 2020 does not result in a material adjustment to the beginning accumulated deficit. In accordance with ASC 321, Investments – Equity Securities Investments in equity investees represent investments in (a) entities in which the Company can exercise significant influence but does not own a majority equity interest or control and (b) limited partnership in which the Company holds a five percent or greater interest. Such investments are accounted for using the equity method of accounting in accordance with ASC 323-10, Investments - Equity Method and Joint Ventures: Overall The Company discontinues applying equity method if an investment (and additional financial supports to the investee, if any) has been reduced to zero. When the Company has other investments in the investee that have liquidation preferences more senior than the ordinary shares and the equity-method investment in the ordinary shares is reduced to zero, the Company continues to report its share of equity losses in the consolidated statement of operations, to the extent of and as an adjustment to the adjusted basis of the other investments in the investee. The order in which the equity losses are applied to the other investments follows the seniority of the other investments in the same investee. (m) Impairment of long-lived assets The Company evaluates its long-lived assets or asset groups, including intangible assets with finite lives, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a company of long-lived assets may not be recoverable. When these events occur, the Company evaluates for impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the forecasted undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available for the long-lived assets. (n) Fair value of financial instruments Available-for-sale investments are initially recognized at acquisition cost and subsequently remeasured at the end of each reporting period with the change in fair value recognized in accumulated other comprehensive income. Convertible notes consist of 2017 Convertible Notes, 2023 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes as defined in Note 14 of the consolidated financial statements. The 2017 Convertible Notes were carried at fair value. For the 2023 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes, the liability component of the convertible notes was initially measured at fair value and subsequently amortized to its redemption amount using the effective interest rate method. The Company, with the assistance of an independent third party valuation firm, determined the estimated fair value of its non-current available-for-sale investments and convertible notes that are recognized in the consolidated financial statements. (o) Revenue recognition Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to for those goods or services. Revenue is measured based on the amount of consideration that the Company expects to receive reduced by discounts, incentives and rebates. Revenue also excludes any amounts collected on behalf of third parties, including sales taxes and indirect taxes. The Company evaluates revenue from services and sales of goods to determine if it controls such services and goods to be the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The key indicators that the Company evaluates in determining gross versus net treatment include, but are not limited to, (i) which party is primarily responsible for fulfilling the promise to provide the specified good or service; (ii) which party bears inventory risks before the specified good or service has been transferred to a customer; and (iii) which party has discretion in establishing the price for the specified good or service. (i) Digital entertainment revenue The Company distributes online games, including self-developed games and licensed games from game developers, through its PC and mobile based applications and certain app stores. The Company offers many ways for users to purchase in-game virtual items, including the SeaMoney the gross proceeds collected from these channels revenue to be recognized by the Company and the amounts retained by these channels based on a predetermined percentage represent cost of revenue to be recognized by the Company. Proceeds from these sales are initially recognized as “Advances from customers” and subsequently reclassified to “Deferred revenue” when the users make in-game purchases of the virtual currencies or virtual items within the games operated by the Company and the in-game purchases are no longer refundable. Deferred revenue recognized as revenue during the respective years ended December 31, 2019 and December 31, 2020 was $450,394 and $998,956. For the licensed games, the Company records revenue inclusive of the royalties payable to game developers, which are based on revenue-sharing ratios, as it controls the service of providing the games to the users, and is primarily responsible to the customers and has latitude in establishing the pricing of the virtual items. Revenue is recognized over the performance obligation period. For purposes of determining the performance obligation period, the Company has determined that an implied obligation exists to the paying users to continue providing access to the purchased virtual goods within the online games over an estimated delivery obligation period. Such delivery obligation period is determined in accordance with the estimated average lifespan of the virtual goods sold or 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 pattern and playing behaviors for the virtual items. The Company assesses the estimated average lifespan of the durable virtual items on a quarterly basis. (b) User-based revenue model The Company tracks paying users’ activeness within each game where the user-based revenue model is used to estimate paying users’ average lifespan. Paying users are defined as inactive when they have reached a period of inactivity for which it is reasonable to believe that these users will not return to a specific game. The Company determines the inactive rate of these paying users and revises the estimated paying users’ average lifespan on a quarterly basis. The Company believes the current revenue models provide reasonable depiction of the service transferred patterns to the customers and they represent the best estimation of the time period the customers are likely to play the respective games. Determining the estimated service period is subjective and requires management’s judgment. Future users’ usage patterns and playing behavior may change and differ from the historical usage patterns and playing behavior, 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 are recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. Shopee operates a customer loyalty program, where end users who purchase merchandises and participate in activities through Shopee’s platform are given Shopee coins which entitle them to offset future purchases, participate in activities and redeem vouchers through Shopee’s platform. A portion of the revenue attributable to Shopee coins is deferred until they are redeemed, used or expired. The Company charges its sellers advertising fees through its paid ads service on Shopee platform. The paid ads service allows the sellers to bid for keywords that match their product or service listing appearing in search or browser results on Shopee marketplace. Their product or service listing will show higher in search rankings when users search for their bid keywords. Sellers prepay for paid ads services and the advertising income is recognized based on the number of clicks on the product or service listings during the service period. (iii) Digital financial services The Company earns 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 commission from merchants when transactions are completed and settled through its digital financial services platform. Such commission are generally determined as a percentage based on the value of the merchandise being sold by the merchants. Commission is recognized in the consolidated statements of operations at the time when the underlying transaction is completed. (iv) Rendering of services The Company also recognizes revenue from other services when the services are rendered. (v) Sales of goods The Company recognizes revenue from sales of goods at the point in time that the customer obtains control of the goods, which generally occurs upon delivery to the customer. (p) Cost of revenue Cost of revenue consists primarily of purchase price of inventories, depreciation expenses, amortization expenses, channel costs, royalty expenses, hosting charges, payroll related costs, bank transaction fees, cost of logistics and the other overhead expenses. (q) Advertising expenditure Advertising expenditure are expensed as incurred and are included in sales and marketing expenses. As part of the advertising expenditure, sales incentives given to end users as a result of a concurrent sale are recognized as reductions of the corresponding consideration that the Company expects to receive. To the extent the sales incentives exceed the corresponding consideration that the Company expects to receive, the excess will be recorded in sales and marketing expenses. (r) Research and development expenses Research and development expenses consist primarily of payroll and related personnel costs related to product development. Research and development expenses are expensed as incurred. (s) Leases 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, which are generally accounted for separately. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements contain rent holidays and escalating rent are considered when determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease incentives. (t) Income taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies ASC 740, Accounting for Income Taxes The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of “income tax” in the consolidated statements of operations. (u) Share-based compensation All share-based compensation, including share options, restricted share awards, restricted share units and share appreciation rights under share incentive plan are accounted for under ASC 718, Compensation - Stock Compensation Forfeitures are accounted for as they occur. The Company, with the assistance of an independent third party valuation firm, determined the estimated fair value of the share options using the Black-Scholes pricing model (Note 15). (v) Loss per share In accordance with ASC 260, Earnings per Share Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the convertible notes using the if-converted method and ordinary shares, including partially paid shares, issuable upon the exercise of the share options, using the treasury stock method, when the impact is dilutive. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. (w) Comprehensive loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive income of the Company includes foreign currency translation adjustments related to the Company’s overseas subsidiaries and change in fair value of available-for-sale investments. (x) Segment reporting The Company identifies a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. The Company has three operating and reportable segments: digital entertainment, e-commerce and digital financial services. Accordingly, the financial statements include segment information which reflects the current composition of the reportable segments in accordance with ASC 280, Segment Reporting (y) Employee benefits (i) Defined contribution plan The Company participates in the national pension schemes as defined by the laws of the jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed. (ii) Employee leave entitlement Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly before twelve months after the end of the reporting period is recognized for services rendered by employees up to the end of the reporting period. (z) Recent 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 |
CONCENTRATION OF RISKS
CONCENTRATION OF RISKS | 12 Months Ended |
Dec. 31, 2020 | |
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, 2019 and 2020, substantially all of the Company’s cash and cash equivalents were held at major financial institutions in the respective locations of our region. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. (b) Business, supplier, customer and economic risk The Company participates in a relatively dynamic and competitive industries that are heavily reliant on operational excellence. The Company believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, result of operations or cash flows: (i) Business risk - The Company derives a significant portion of its net revenues from its digital entertainment and e-commerce operations. If competitors introduce new online games or new marketplace (ii) Supplier risk - The Company’s digital entertainment business license certain games from external game developers. The term of the game license agreements with the game developers varies and is renewable upon both parties’ consent. There is no assurance that the Company will be able to renew these game licenses. There is also no assurance that the Company will be able to source for new popular games. Even if new popular games were successfully sourced, there is no assurance that the Company will be able to enter into commercially acceptable terms. The Company’s ecommerce and digital financial service businesses engages logistics service providers, payment channels and other external parties as its service providers. No individual external game developer, external logistics services provider or other external business partner accounted for more than 10% of the Company’s net cost of revenue for the years ended December 31, 2018, 2019 and 2020. (iii) Customer risk - No individual customer accounted for more than 10% of net revenues for the years ended December 31, 2018, 2019 and 2020. (iv) Political, economic and social uncertainties - The Company’s businesses could be adversely affected by the varying political, economic and social uncertainties in the diverse markets that it operates in. In addition, there is no assurance that the Company is able to operate seamlessly across the borders as a single market. (v) Regulatory restrictions - Certain laws, rules and regulations currently prohibit foreign ownership of companies in some of the markets where the Company operates. As a result, the Company consolidates these entities through the use of VIE agreements. (c) Currency convertibility risk A significant portion of the Company’s revenue and expenses are denominated in currencies subject to exchange control. If there are foreign currency requirements, the Company may need to convert a portion of its net revenues into other currencies to meet its foreign currency obligations. Currently, in Taiwan, a single remittance by a company for an amount over $1 million 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 whose annual aggregate amount exceeds $50 million may not be processed without the approval of the Central Bank of the Republic of China (Taiwan). In Vietnam, exchanging Vietnamese dong into foreign currency must be conducted at a licensed credit institution such as a licensed commercial bank. Conversion of Thai baht to another currency is subject to regulations promulgated by the Ministry of Finance and Bank of Thailand. (d) Foreign currency risk The Company operates in multiple jurisdictions, which exposes it to the effects of fluctuations in currency exchange rates. The Company earns revenue denominated in Indonesian rupiah, New Taiwan dollars, Vietnamese dong, Thai baht, Philippine pesos, Malaysian ringgit, Singapore dollars, Brazilian real, U.S. dollars, Indian rupee and Mexican peso, among other currencies. Whereas it generally pays license fees to game developers in U.S. dollars and incur expenses for employee compensation and other operating expenses in the local currencies in the jurisdictions in which it operates. Fluctuations in the exchange rates between the various currencies that the Company uses could result in expenses being higher and revenue being lower than would be the case if exchange rates were stable. |
ACQUISITIONS AND DISPOSALS
ACQUISITIONS AND DISPOSALS | 12 Months Ended |
Dec. 31, 2020 | |
ACQUISITIONS AND DISPOSALS [Abstract] | |
ACQUISITIONS AND DISPOSALS | 4. ACQUISITIONS AND DISPOSALS (a) Acquisitions During the year ended December 31, 2020, the Company acquired three companies and their underlying subsidiaries for an aggregate consideration of $263,074. As a result, these companies were consolidated as subsidiaries of the Company from the date of acquisition. The 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 94,587 Prepaid expense and other assets 16,290 Loans receivable, net of allowance for credit losses of $26,410 196,904 Long-term investments 34,360 Identifiable intangible assets (i) 27,376 Others 6,635 Total assets acquired 376,152 Accrued expenses, payables and liabilities (237,987 ) Borrowings (29,923 ) Others (2,044 ) Total liabilities assumed (269,954 ) Net assets acquired 106,198 Fulfilled by: Cash consideration 263,074 Fair value of non-controlling interests (ii) 39,594 Fair value of previously held interests (iii) 4,103 Goodwill 200,573 (i) Acquired intangible assets had estimated amortization periods not exceeding eight years. (ii) Fair value of non-controlling interests was estimated with reference to the recent purchase price per share as of the acquisition date. (iii) Fair value of previously held interests was estimated based on the purchase consideration payable to similar instruments and recorded a gain of $3,003 in the consolidated statements of operations for the year ended December 31, 2020. The goodwill, which is not tax deductible, is mainly attributable to synergies expected to be achieved from the acquisitions. The goodwill is allocated within the Digital Entertainment and Digital Financial Services segment. The revenue and results since the acquisition date included in the consolidated statement of comprehensive loss for the year ended December 31, 2020 were insignificant. The Company’s revenue and results for the year would not be materially different should the acquisitions have otherwise occurred on January 1, 2020. The related transaction costs of the acquisitions were not material to the Company’s consolidated financial statements. (b) Disposals During the year ended December 31, 2020, the Company lost control over certain subsidiaries. As a result, the Company derecognized recognized a gain of disposal of $ in the consolidated statements of operations as “Investment gain, net”, which includes gain from remeasurement of remaining interest of $ . The interest in a former subsidiary was measured at fair value, . |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 5. ACCOUNTS RECEIVABLE, NET Accounts receivable and allowance for credit losses consist of the following: December 31, 2019 $ 2020 $ Accounts receivable 191,118 370,977 Allowance for credit losses (4,083 ) (7,978 ) 187,035 362,999 As of December 31, 2019 and 2020, all accounts receivable were due from third party customers. An analysis of the allowance for credit losses is as follows: _ Balance at January 1, 2018 1,830 Charged to expenses 2,205 Reversal (47 ) Write-off of accounts receivable (1,588 ) Balance at December 31, 2018 2,400 Charged to expenses 4,687 Reversal (1,431 ) Write-off of accounts receivable (1,537 ) Exchange differences (36 ) Balance at December 31, 2019 4,083 Charged to expenses 5,155 Write-off of accounts receivable (1,415 ) Exchange differences 155 Balance at December 31, 2020 7,978 Additions to the Company’s allowance for credit losses were recorded within general and administrative expenses |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER ASSETS [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS | 6. PREPAID EXPENSES AND OTHER ASSETS December 31, 2019 $ 2020 $ Current: Deferred channel costs 232,384 441,873 Employee loans and advances 2,175 3,226 Other receivables 211,244 459,478 Prepaid cost of revenue, sales and marketing expense and others 41,311 69,658 Security deposits 1,902 7,008 Tax receivable 46,171 53,962 Others – 19,024 535,187 1,054,229 Non-current: Deferred channel costs 29,162 65,446 Other receivables 4,849 1,421 Prepaid licensing fee 5 6,642 Prepayment for purchase of property and equipment (including renovation-in-progress) 8,006 91,788 Security deposits 22,476 33,476 Others 1,186 6,031 65,684 204,804 |
LOANS RECEIVABLE, NET
LOANS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2020 | |
LOANS RECEIVABLE, NET [Abstract] | |
LOANS RECEIVABLE, NET | 7. 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 customer’s 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 our collection practices and strategies. The following table presents the loans receivable by each of the loan portfolio: December 31, 2019 $ 2020 $ Commercial – 183,710 Consumer – 259,860 – 443,570 Allowance for credit losses – (40,484 ) – 403,086 The following table is a summary of the delinquency status of the loans receivable by year of origination: As of December 31, 2020 Year of origination Commercial 2020 $ 2019 $ 2018 $ 2017 $ 2016 $ Prior $ Total $ Delinquency: Current 121,586 22,746 11,949 11,354 2,554 361 170,550 Past due - 4,188 358 243 263 11 1 5,064 - 2,420 399 112 77 39 2 3,049 - 1,363 – 250 175 12 – 1,800 - 2,024 356 429 144 96 198 3,247 131,581 23,859 12,983 12,013 2,712 562 183,710 Consumer Delinquency: Current 208,380 16,812 12,792 7,554 1,883 60 247,481 Past due - 2,609 638 896 140 62 – 4,345 - 986 1,019 1,890 759 179 – 4,833 - 901 206 237 74 40 – 1,458 - 1,088 261 111 47 69 167 1,743 213,964 18,936 15,926 8,574 2,233 227 259,860 An analysis of the loans receivable’s allowance for credit losses by portfolio segment is as follows: Commercial $ Consumer $ Total $ Balance at January 1, 2018, December 31, 2018 and December 31, 2019 – – – Acquisition of subsidiaries 17,056 9,354 26,410 Charged to expenses 26,063 25,005 51,068 Write-off of loans receivable (14,801 ) (22,575 ) (37,376 ) Exchange differences 6 376 382 Balance at December 31, 2020 28,324 12,160 40,484 Additions to the Company’s allowance for credit losses were recorded within general and administrative expenses. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 8. PROPERTY AND EQUIPMENT, NET December 31, 2019 $ 2020 $ Computers 339,221 522,108 Office equipment, furniture and fittings 24,883 31,613 Leasehold improvements 129,298 162,032 Motor vehicles 14,624 6,184 Warehouse equipment 3,464 7,296 Land 20,598 22,708 Building 814 2,093 Construction-in-progress – 973 532,902 755,007 Less: accumulated depreciation (214,282 ) (368,606 ) 318,620 386,401 Depreciation expenses recognized for each of the years ended December 31, 2018, 2019 and 2020 were included in the following captions: For the year ended December 31, 2018 $ 2019 $ 2020 $ Cost of revenue 31,203 80,245 118,691 Sales and marketing expenses 3,712 3,200 4,965 General and administrative expenses 19,009 31,282 41,384 Research and development expenses 978 2,056 4,027 54,902 116,783 169,067 No impairment loss had been recognized during the years ended December 31, 2018, 2019 and 2020, respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
LEASES [Abstract] | |
LEASES | 9. LEASES The Company has entered into commercial operating leases for the use of offices and warehouses as lessee. These leases have original terms not exceeding 10 years. These leases have varying terms, escalation clauses and renewal rights. Information pertaining to lease amounts recognized in our consolidated financial statements is summarized as follows: For the year ended December 31, 2019 $ 2020 $ Operating lease cost: Operating lease cost 51,403 73,273 Short-term lease cost 4,669 6,451 56,072 79,724 Supplemental cash flow information Operating cash flows from operating leases 41,237 72,756 Right-of-use obtained in exchange for new operating lease liabilities 99,129 95,020 Weighted-average remaining lease term (years) Operating leases 4.43 3.91 As respectively. Operating leases As of December 31, 2020: _ $ _ Maturities of lease liabilities 2021 77,895 2022 80,851 2023 72,352 2024 34,526 2025 23,712 After 2025 9,835 Total lease payments 299,171 Less: Imputed interest (46,795 ) Present value of lease liabilities 252,376 As of December 31, 2019 and 2020, the Company has additional operating leases, primarily for offices, that have not yet commenced of $12,968 and $30,404 respectively, with lease terms not exceeding 5 years . |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2020 | |
INTANGIBLE ASSETS, NET [Abstract] | |
INTANGIBLE ASSETS, NET | 10. INTANGIBLE ASSETS, NET The following table presents the Company’s intangible assets as of the respective balance sheet dates: Licensing fee $ IP right $ Trademarks $ Technology $ Others $ Total $ Balance at January 1, 2019 1,568 124 9,077 – 2,118 12,887 Additions 6,045 – – – 838 6,883 Amortization expense (2,653 ) (124 ) (1,068 ) – (1,004 ) (4,849 ) Written-off – – – – (2 ) (2 ) Exchange differences 85 – – – 16 101 Balance at January 1, 2020 5,045 – 8,009 – 1,966 15,020 Acquisition of subsidiaries – 7,400 – 15,200 4,776 27,376 Additions 2,509 9,930 – – 2,187 14,626 Disposal of a subsidiary – – – – (5 ) (5 ) Impairment (471 ) (5,160 ) – – (82 ) (5,713 ) Amortization expense (3,150 ) (3,214 ) (1,068 ) (2,322 ) (1,940 ) (11,694 ) Written-off – – – – (162 ) (162 ) Exchange differences 13 186 – – 126 325 Balance at December 31, 2020 3,946 9,142 6,941 12,878 6,866 39,773 The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as follows: Licensing fee $ IP right $ Trademarks $ Technology $ Others $ Total $ 2021 2,375 4,964 1,068 2,533 1,893 12,833 2022 980 1,139 1,068 2,533 1,604 7,324 2023 398 1,139 1,068 2,533 1,015 6,153 2024 193 1,139 1,068 2,533 592 5,525 2025 – 761 1,068 2,533 573 4,935 Thereafter – – 1,601 213 1,189 3,003 3,946 9,142 6,941 12,878 6,866 39,773 During the years ended December 31, 2018, 2019 and 2020, the Company determined that the carrying amount related to an intellectual property right (“IP right”) was not recoverable due to changes in market environment and therefore, impairment loss of $5,054, nil had been recognized in the consolidated statements of operations as “General and administrative expenses” |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2020 | |
INVESTMENTS [Abstract] | |
INVESTMENTS | 11. INVESTMENTS (a) Short-term investments Held to maturity investments The Company’s short-term held to maturity investments comprise time deposits placed with financial institutions with maturity of more than three months, medium-term notes and sovereign bonds with maturity of less than twelve months. The carrying amount of the Company’s short-term deposits was $30,324 and $19,523 as of December 31, 2019 and 2020, respectively. The carrying amount of the Company’s medium-term notes and sovereign bonds was nil Available-for-sale investments The Company’s short-term available-for-sale investments comprise convertible loan, exchangeable loan and corporate bonds with maturity of less than twelve months. The carrying amount of the Company’s available-for-sale investments was $72,000 and $21,769 as of December 31, 2019 and 2020, respectively. No allowance for credit loss had been recognized during the years ended December 31, 2018, 2019 and 2020, respectively. The net unrealized fair value gain of nil nil Quoted equity securities investments The Company’s quoted equity securities investments comprise of marketable securities and carrying amount was nil nil nil (b) Long-term investments Held to maturity investments The Company’s long-term held to maturity investments comprise time deposits placed with financial institutions and sovereign bonds with maturity of more than twelve months. The carrying amount of the Company’s long-term time deposits was $216 and nil The carrying amount of the Company’s sovereign bonds was nil Available-for-sale investments The Company’s long-term available-for-sale investments comprise convertible loan and corporate bonds with maturity of more than twelve months. The carrying amount of the Company’s long-term available-for-sale investments was $56,418 and $5,276 as of December 31, 2019 and 2020, respectively. The net unrealized fair value gain of $18,269, net unrealized fair value loss of $12,869 and $5,303 related to the long-term available-for-sale investments had been recognized in the consolidated statements of comprehensive loss as “Other comprehensive income” during the years ended December 31, 2018, 2019 and 2020, respectively. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost bases. Equity securities The carrying amount of the Company’s equity security investments was $21,665 and $21,419 as of December 31, 2019 and 2020, respectively. An impairment loss of $710, nil Investment in equity investees Set out below are movement of the investment in equity investees during the years ended December 31, 2018, 2019 and 2020. -- $ Balance at January 1, 2018 8,740 Additions 24,872 Share of results (3,066) Share of other comprehensive loss (1,097) Distribution from investment (578) Impairment (2,562) Balance at December 31, 2018 26,309 Additions 13,787 Share of results (3,239) Share of other comprehensive loss (315) Distribution from investment (453) Disposal (523) Impairment (68) Balance at December 31, 2019 35,498 Additions 12,661 Retained interest in a former subsidiary 49,782 Share of results 721 Share of other comprehensive income 874 Distribution from investment (1,210) Impairment (3,393) Balance at December 31, 2020 94,933 |
ACCRUED EXPENSES AND OTHER PAYA
ACCRUED EXPENSES AND OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER PAYABLES [Abstract] | |
ACCRUED EXPENSES AND OTHER PAYABLES | 12. ACCRUED EXPENSES AND OTHER PAYABLES The components of accrued expenses and other payables are as follows: December 31, 2019 $ 2020 $ Current: Accrued cost of revenue and sales and marketing expenses 242,268 598,133 Accrued interest for convertible notes 1,374 3,203 Accrued office-related operating expenses 2,745 2,506 Business and other taxes payables 19,345 52,568 Other payables 92,590 60,911 Escrow payables 513,864 1,028,542 Accrued payroll and welfare expenses 65,969 156,725 Payables and accruals for purchases of property and equipment 18,020 14,889 Deposits payable – 75,012 Finance lease liability 1,953 52 Others 22,677 40,920 980,805 2,033,461 Non-current: Finance lease liability 5,309 85 Others 20,493 36,074 25,802 36,159 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2020 | |
BORROWINGS [Abstract] | |
BORROWINGS | 13. BORROWINGS December 31, 2019 $ 2020 $ Current 1,258 – Non-current 358 – 1,616 – The loans are unsecured and bears the following interest rate and repayment term: 2019 2020 Interest rate (%) per annum 8.00 to 12.69 _ Repayment date From October 2020 August 2021 _ |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | 14. CONVERTIBLE NOTES December 31, 2019 $ 2020 $ Current: 2017 Convertible Notes 29,481 – 29,481 – Non-current: 2023 Convertible Notes 453,215 41,263 2024 Convertible Notes 903,117 916,560 2025 Convertible Notes – 882,583 1,356,332 1,840,406 (a) 2017 Convertible Notes During the year ended December 31, 2017 , the Company issued the convertible promissory notes (the “ 2017 Convertible Notes”), in the aggregate principal amount of $ at an interest rate of per annum, compounded annually on the unconverted and unpaid principal amount until the first to occur of (i) the maturity date, subject to further extension at investors’ election, (ii) the last day of the lockup period related , (iii) the date of any conversion of the convertible promissory note in full, and (iv) the date of any other repayment or redemption of the convertible promissory note in full. The 2017 Convertible Notes will mature on their respective third anniversary dates. During the years ended December 31, 2019 shares. (b) 2023 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes The Company also issued the following convertible notes and the terms are as follow: 2023 Convertible Notes 2024 Convertible Notes 2025 Convertible Notes Issuance date June 18, 2018 November 18, 2019 May 22, 2020 Maturity date July 1, 2023 December 1, 2024 December 1, 2025 Principal amount $575,000 $1,150,000 $ Interest rate 2.25% 1.00% 2.375% 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 $ principal amount, equivalent to $ per ADS Agreed conversion date January 1, 2023 June 1, 2024 September 1, 2025 The Convertible Notes, Convertible Notes (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 , 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 to determine if these features require bifurcation. The Conversion Option was not required to be bifurcated because it was indexed to the Company’s ADSs and meets all additional conditions for equity classification. The Contingent Redemption Options were not required to be bifurcated because they were considered to be clearly and closely related to the debt host, as the convertible notes were not issued at a substantial discount and are redeemable at par. The 2023 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes were accounted for under ASC 470-20 Cash Conversion Subsections as follow: 2023 Convertible Notes 2024 Convertible Notes 2025 Convertible Notes Liability component $ 410,926 $ 897,918 $ 856,635 Effective interest rate 9.38 % 6.03 % 8.21 % Equity component $ 152,714 $ 240,582 $ 284,727 Debt issuance cost, allocated in proportion to the allocation of proceeds $ 11,360 $ 11,500 $ 8,638 The liability component was measured at fair value and subsequently amortized to its redemption amount using the effective interest method. The residual value was allocated to the equity component, classified within and not subsequently remeasured. December 31, 2019 December 31, 2020 2023 Convertible Notes $ 2024 Convertible Notes $ 2025 Convertible Notes $ Total $ 2023 Convertible Notes $ 2024 Convertible Notes $ 2025 Convertible Notes $ Total $ Principal 575,000 1,150,000 – 1,725,000 49,000 1,112,320 1,149,500 2,310,820 Less: unamortized issuance cost and debt discount (121,785 ) (246,883 ) – (368,668 ) (7,737 ) (195,760 ) (266,917 ) (470,414 ) Net carrying amount 453,215 903,117 – 1,356,332 41,263 916,560 882,583 1,840,406 During the years ended , the Company recognized total interest expense for coupon interest of $ , $ and $ , respectively and amortization of discount on the liability component amounted to $ , $ , respectively. As of December 31, 2019 and 2020, the if-converted value of 2023 Convertible Notes exceeded the principal amount by $593,270 and $443,710, respectively. As of December 31, 2020, the if-converted value of 2024 Convertible Notes and 2025 Convertible Notes exceeded the principal amount by $3,304,202 and $1,379,949, respectively. 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 our 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. (c) Exchange and conversion of Convertible Notes During the year ended December 31, 2020, a total principal amount of $564,180 Convertible Notes were exchanged or converted by certain Holders. These exchanges or conversions were satisfied through cash, or Class A ordinary shares, or a combination of cash and Class A ordinary shares settlement. Subsequent to December 31, 2020, certain Holders converted a total principal amount of $126,543 Convertible Notes. These conversions were satisfied through Class A ordinary shares settlement or a combination of cash and Class A ordinary shares settlement. The exchange and conversion completed during the year ended December 31, 2020 resulted in a loss on debt extinguishment of $24,400 recorded in the consolidated statements of operations as “Interest expense”. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
SHARE BASED COMPENSATION [Abstract] | |
SHARE BASED COMPENSATION | 15. SHARE BASED COMPENSATION The Company amended its 2009 share incentive plan (the “Plan”) in July 2019. Under the Plan, the Company may grant options, restricted share 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”) of up to 83,000,000 Class A ordinary shares. The Plan is administered by an authorized administrator appointed by the Board of Directors of the Company set forth in the Plan (the “Plan Administrator”). The maximum number of shares which may be issued pursuant to all awards under the Plan will increase on January 1 of each of 2019, 2020, 2021 and 2022 by 5% of the total number of ordinary shares of all classes of the Company outstanding on that day immediately before such annual increase pursuant to the Plan. With effect on January 1, 2019, July 25, 2019, January 1, 2020 and January 1, 2021, the maximum number of shares which may be issued pursuant to all awards under the Plan increased to 100,129,938, 103,129,938, 123,292,170 and 148,888,743 Class A ordinary shares. During the years ended December 31, 2019 and 2020, the Company granted 15,327,884 options, 6,249,313 RSUs and 82,722 SARs, and 5,809,024 options, 5,034,735 RSUs and 86,149 SARs, respectively to the Eligible Persons. All options granted have a contractual term of ten years. The options vest according to the stated vesting period in the grantee’s option agreement. The RSUs and SARs generally vest 25% on the first anniversary year from the stated vesting commencement date and the remaining 75% will vest in 12 substantially equal quarterly instalments. (a) Option granted to Eligible Persons The following table summarizes the Company’s share option activity under the Plan: Number of Weighted Weighted Aggregate _ _ Years _ _ Outstanding, January 1, 2018 11,653,513 5.11 Granted 26,500,000 15.00 Exercised (2,117,647 ) 2.16 Forfeited (328,984 ) 14.03 Outstanding, December 31, 2018 35,706,882 12.54 8.38 58,007 Vested and expected to vest at December 31, 2018 35,706,882 12.54 Exercisable as of December 31, 2018 8,748,351 5.25 6.03 56,918 Outstanding, January 1, 2019 35,706,882 12.54 Granted 15,327,884 15.00 Exercised (3,736,976 ) 5.58 Forfeited (109,236 ) 14.24 Outstanding, December 31, 2019 47,188,554 13.89 8.18 1,242,496 Vested and expected to vest at December 31, 2019 47,188,554 13.89 Exercisable as of December 31, 2019 19,664,736 12.35 7.35 548,035 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 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 2018 Granted in 2019 Granted in 2020 Risk-free interest rates 2.75% – 2.92% 2.34% – 2.68% 0.39% – 1.66% Expected term 5 – 7 years 5.5 – 8.5 years 5.5 – 7.5 years Expected volatility 33.3% – 35.2% 33.0% – 35.0% 32.4% – 33.7% Expected dividend yield – – – Fair value of share options $2.52 – $3.52 $4.58 – $13.59 $13.81 – $50.58 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 USD swap curve at the time of grant. The Company has used the simplified method to determine the expected term due to insufficient historical exercise data to provide a reasonable basis to estimate expected term. The Company’s management is ultimately responsible for the determination of the estimated fair value of its ordinary shares. The aggregate grant date fair value of the outstanding options was determined to be $495,314 as of December 31, 2020 and such amount shall be recognized as compensation expenses using the straight-line method for all employee share options granted. The weighted-average grant-date fair value of share options granted during the years of December 31, 2018, 2019 and 2020 were $3.02, $12.05 and $37.86, respectively. The total fair value of share options vested during the years ended December 31, 2018, 2019 and 2020 was $22,390, $44,688 and $88,114, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2018, 2019 and 2020 was $20,660, $64,097 and $767,203, respectively. As of December 31, 2020, there were $359,147 total unrecognized share-based compensation cost related to unvested options which is expected to be recognized over a weighted-average period of 1.92 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, 2018 820,207 14.43 9.60 10,933 Granted 4,983,162 12.30 Vested (309,644 ) 13.93 Forfeited (738,753 ) 13.75 Unvested, December 31, 2018 and January 1, 2019 4,754,972 12.34 9.17 53,826 Granted 6,249,313 20.50 Vested (2,131,415 ) 13.67 Forfeited (791,433 ) 15.22 Unvested, December 31, 2019 and 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 9,341,928 46.36 8.64 1,859,511 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 aggregate grant date fair value of the unvested RSAs and RSUs as of December 31, 2018, 2019 and 2020 was $58,665, $145,597 and $433,085, respectively. These amounts are recognized as compensation expense using the straight-line method for the RSAs and RSUs. The weighted-average grant-date fair value of RSAs and RSUs granted during the years ended December 31, 2018, 2019 and 2020 was $12.30, $20.50 and $72.37, respectively. The total fair value of RSAs and RSUs vested during the years ended December 31, 2018, 2019 and 2020 was $4,314, $29,133 and $64,153, respectively. As of December 31, 2020, there was $433,085 of unrecognized share-based compensation cost related to RSAs and RSUs which is expected to be recognized over a weighted-average vesting period of 3.31 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, 2018, 2019 and 2020 is as follows: For the year ended December 31, 2018 2019 2020 _ _ _ _ _ _ Share options: Cost of revenue 1,292 244 130 Sales and marketing expenses 795 156 69 General and administrative expenses 39,654 71,787 179,544 Research and development expenses 1,142 567 401 42,883 72,754 180,144 Cash received for the exercise in the respective years 4,574 20,867 61,949 RSAs/ RSUs: Cost of revenue 2,018 1,714 4,385 Sales and marketing expenses 1,899 3,017 10,100 General and administrative expenses 7,670 26,761 37,433 Research and development expenses 3,545 11,429 45,820 15,132 42,921 97,738 SARs: Cost of revenue 24 319 2,867 Sales and marketing expenses 52 749 5,462 General and administrative expenses 30 313 3,534 Research and development expenses – 13 501 106 1,394 12,364 |
ORDINARY SHARES
ORDINARY SHARES | 12 Months Ended |
Dec. 31, 2020 | |
ORDINARY SHARES [Abstract] | |
ORDINARY SHARES | 16. ORDINARY SHARES The Company has $ 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 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. The Company completed the follow-on offering in March 2019 and December 2020, and issued an aggregate of 69,000,000 and 15,180,000 ADSs, respectively, representing 69,000,000 and 15,180,000 Class A ordinary shares for total proceeds, net of issuance costs of $1,517,958 and $2,908,299, respectively. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2020 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | 17. ACCUMULATED OTHER COMPREHENSIVE INCOME The changes in accumulated other comprehensive income by component, net of tax of nil, are as follows: Unrealized fair value gain (loss) on available- for-sale investments Foreign currency translation Total - - - Balance as of January 1, 2018 – 10,701 10,701 Current year other comprehensive income (loss) 18,269 (13,771) 4,498 Balance as of December 31, 2018 18,269 (3,070) 15,199 Current year other comprehensive (loss) income (12,869) 3,119 (9,750) Balance as of December 31, 2019 5,400 49 5,449 Current year other comprehensive (loss) income (4,419) 3,651 (768) Balance as of December 31, 2020 981 3,700 4,681 |
RESTRICTED NET ASSETS
RESTRICTED NET ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
RESTRICTED NET ASSETS [Abstract] | |
RESTRICTED NET ASSETS | 18. 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 movement of statutory reserve during the years ended December 31, are as follows: December 31, 2019 $ 2020 $ At the beginning of the financial year 46 46 Transferred from retained earnings – 2,317 At the end of the financial year 46 2,363 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, 2018, 2019 and 2020, the subsidiary in Taiwan had an accumulated reserve of $33, $33 and $99, 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, 2018, 2019 and 2020, the subsidiary in Thailand had an accumulated reserve of $13, $13 and $13, respectively. The PRC The PRC subsidiaries of the Company are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. As of December 31, 2018, 2019 and 2020, the Company’s PRC subsidiary had an accumulated reserve of nil nil Indonesia The Indonesian regulations require a limited liability company to reserve a certain amount from its net profit each year as a reserve fund until such fund amounts to at least 20% of its issued and paid-up capital. As of December 31, 2018, 2019 and 2020, the Company’s Indonesia subsidiaries have not appropriated any funds into the statutory reserve account. |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2020 | |
TAXATION [Abstract] | |
TAXATION | 19. 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, 2018, 2019 and 2020. 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, which grants a concessionary tax rate of 10% on qualifying income, subject to certain terms and conditions imposed by the EDB. Others Subsidiaries incorporated in other countries are subject to the respective statutory corporate income tax rates of the countries where they are resident. Domestic statutory corporate income tax rate in Indonesia was reduced from 25% to 22% with effect from the financial year 2020 and will be further reduced to 20% for the financial year 2022 and onwards. 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: For the year ended December 31, 2018 $ 2019 $ 2020 $ Current income tax 7,949 56,296 117,649 Deferred tax (19,797 ) (4,333 ) (27,451 ) Withholding tax expense 15,936 33,901 51,442 4,088 85,864 141,640 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, 2018, 2019 and 2020 is as follows: For the year ended December 31, 2018 $ 2019 $ 2020 $ Loss before income tax and share of results of equity investees (953,880 ) (1,368,619 ) (1,483,238 ) Tax expense computed at tax rate of 17% (162,160 ) (232,665 ) (252,150 ) Changes in valuation allowance 197,257 265,776 403,329 Non-deductible expenses 1,797 4,207 9,554 Effect of concessionary tax rate and tax reliefs (6,139 ) (42,404 ) (82,951 ) Withholding tax expense 15,936 33,901 51,442 Foreign earnings at different tax rates (38,099 ) 60,721 15,103 Others (4,504 ) (3,672 ) (2,687 ) 4,088 85,864 141,640 Deferred tax The significant components of deferred taxes are as follows: December 31, 2019 $ 2020 $ Deferred tax assets: Property and equipment 4,380 2,904 Advances from customers 507 401 Deferred revenue 93,956 141,356 Unutilized tax losses and unused capital allowances 586,944 960,998 Provision and accrued expenses 12,955 21,170 Others 3,967 9,082 Valuation allowance (619,272 ) (1,016,676 ) Total deferred tax assets 83,437 119,235 Deferred tax liabilities: Property and equipment (1,002 ) (2,001 ) Intangible assets (2,577 ) (433 ) Deferred channel costs (9,448 ) (13,750 ) Others (1,045 ) (4,673 ) Total deferred tax liabilities (14,072 ) (20,857 ) Net deferred tax assets 69,365 98,378 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 $1,131,293, $1,773,877 and $1,671,044 as of December 31, 2018, 2019 and 2020, respectively. The tax losses of $1,671,044 as of December 31, 2020 will expire from 2021 to 2031. 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, 2020, 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, 2020 | |
LOSS PER SHARE [Abstract] | |
LOSS PER SHARE | 20. LOSS PER SHARE Basic and diluted loss per share for each of the periods presented is calculated as follows: For the year ended December 31, 2018 $ 2019 $ 2020 $ Numerator: Net loss attributable to ordinary shareholders (961,241 ) (1,462,799 ) (1,618,056 ) Denominator: Weighted-average number of shares outstanding—basic and diluted 338,472,987 436,601,801 477,264,888 Basic and diluted loss per share: (2.84 ) (3.35 ) (3.39 ) 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: For the year ended December 31, 2018 2019 2020 Share options 50,706,882 52,188,554 50,090,731 RSAs/RSUs 4,754,972 8,081,437 9,341,928 Convertible notes 75,430,735 52,718,141 37,370,919 130,892,589 112,988,132 96,803,578 The denominator for diluted loss per share for the years ended December 31, 2018, 2019 and 2020 does not include any effect from the Capped Calls (Note 14(b)) 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, 2019 and 2020, respectively, the Company issued 6,000,000 and 6,000,000 Class A ordinary shares to its share depositary bank which will be used to settle share incentive awards. No consideration was received by the Company for this issuance of Class A ordinary shares. These Class A ordinary shares are legally issued and outstanding but are treated as escrowed shares for accounting purposes and therefore, have been excluded from the computation of loss per share. Any Class A ordinary shares not used in the settlement of share incentive awards will be returned to the Company. During the years ended December 31, 2019 and 2020, respectively, 5,720,615 and 6,109,161 issued Class A ordinary shares were used to settle the share incentive awards. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS (a) Related parties (1) Name of related parties Relationship with the Company i) Tencent Limited and its affiliates (“Tencent”) A shareholder of the Company (1) These are the related parties that have engaged in significant transactions with the Company for the years ended December 31, 2018, 2019 and 2020. (b) The Company had the following significant related party transactions for the years ended December 31, 2018, 2019 and 2020: 2018 $ 2019 $ 2020 $ Royalty fee and license fee to: - Tencent 96,713 122,234 110,686 Services provided by: - Tencent 13,066 19,005 23,352 Issuance of convertible notes to: - Tencent 50,000 – – Interest expense to: - Tencent 2,092 563 – Conversion of convertible notes (principal amount) by: - Tencent – 100,000 – (c) The Company had the following related party balances for the years ended December 31, 2019 and 2020: December 31, 2019 $ 2020 $ Amounts due from related parties: Current: - Tencent 477 553 Amounts due to related parties: Current: - Tencent 34,970 38,416 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2020 | |
SEGMENT REPORTING [Abstract] | |
SEGMENT REPORTING | 22. SEGMENT REPORTING The Company has three reportable segments, namely digital entertainment, e-commerce and digital financial services. The CODM reviews the performance of each segment based on revenue and certain key operating metrics of the operations and uses these results for the purposes of allocating resources to and evaluating financial performance of each segment. Description of Reportable Segments Digital entertainment – Garena’s platform offers mobile and PC online games and develops mobile games for the global market. Garena is the global leader in eSports, it also provides access to other entertainment content and social features, such as live streaming of gameplay, user chat and online forums. E-commerce – Shopee’s platform is a mobile-centric, social-focused marketplace. It provides users with a convenient, safe, and trusted shopping environment with integrated payment, logistics infrastructure and comprehensive seller services. Products from manufacturers and third parties are also purchased and sold directly to buyers on Shopee platform. Digital financial services – SeaMoney provides a variety of payment services and loans to individuals and businesses. It is an important payment infrastructure supporting the Company’s digital entertainment and e-commerce businesses. In addition, SeaMoney also integrates with third-party merchant partners and covers a broad set of consumption use cases. A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other services”. Information about segments for the years ended December 31, 2018, 2019 and 2020 presented were as follows: For the Year ended December 31, 2018 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ Consolidated $ Revenue 462,464 269,578 11,458 83,468 – 826,968 Operating income (loss) 69,449 (893,489 ) (34,056 ) (62,548 ) (68,124 ) (988,768 ) Non-operating income, net 34,888 Income tax expense (4,088 ) Share of results of equity investees (3,066 ) Net loss (961,034 ) For the Year ended December 31, 2019 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ Consolidated $ Revenue 1,136,017 834,295 9,223 195,843 – 2,175,378 Operating income (loss) 529,524 (1,131,771 ) (116,309 ) (39,864 ) (132,812 ) (891,232 ) Non-operating loss, net (477,387 ) Income tax expense (85,864 ) Share of results of equity investees (3,239 ) Net loss (1,457,722 ) For the 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 ) (1) Unallocated expenses are mainly relating to share-based compensation, general and corporate administrative costs, such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segments results as they are not reviewed by the CODM as part of segment performance. Revenue from external customers is classified based on the geographical locations where the services were provided. For the Year Ended December 31, 2018 $ 2019 $ 2020 $ Revenue Southeast Asia 581,336 1,378,141 2,791,894 Latin America 14,713 282,618 790,308 Rest of Asia 229,773 489,291 655,007 Rest of the world 1,146 25,328 138,455 Consolidated revenue 826,968 2,175,378 4,375,664 Long-lived assets consist of property and equipment, operating lease right-of-use assets and intangible assets. As at December 31, 2019 $ 2020 $ Long-lived assets Southeast Asia 389,997 509,922 Rest of Asia 119,043 128,285 Rest of the world 7,565 22,522 516,605 660,729 No single customer accounted for 10 percent or more of the Company’s total revenue for the years ended December 31, 2018, 2019 and 2020. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 23. FAIR VALUE MEASUREMENTS ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided on fair value measurement. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. In accordance with ASC 820, the Company measures cash equivalents, restricted cash, available-for-sale investments, quoted equity securities investments, certain other assets, 2017 Convertible Notes and SARs at fair value. The liability component of the 2023 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes is measured at fair value on its issuance and extinguishment date. Cash equivalents are classified within Level 1 because they are valued using quoted market prices in active markets for identical assets and liabilities. As of December 31, 2019 and 2020, Level 3 assets and liabilities of the Company included investments in convertible loans, exchangeable loan and preference shares of investees, other assets and 2017 Convertible Notes. Investments in debt securities Other assets 2017 Convertible Notes 2023 Convertible Notes, 2024 Convertible Notes 2025 Convertible Notes Assets and liabilities measured at fair value on a recurring basis are summarized below: Fair value measurement at December 31, 2019 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Cash equivalents 55,723 – – 55,723 Money market funds 537,615 – – 537,615 Held to maturity investments 30,540 – – 30,540 Available-for-sale investments – – 128,418 128,418 2017 Convertible Notes – – (29,481 ) (29,481 ) Share appreciation rights (1,500 ) – – (1,500 ) 622,378 – 98,937 721,315 Fair value measurement at December 31, 2020 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Cash equivalents 74,272 – – 74,272 Held to maturity investments 100,071 – 286 100,357 Available-for-sale investments 5,688 – 21,357 27,045 Equity securities 76,000 – – 76,000 Other assets – – 19,024 19,024 Share appreciation rights (11,640 ) – – (11,640 ) 244,391 – 40,667 285,058 Level 3 instruments measured at fair value on a recurring basis $ Assets: Available-for-sale investments Current: Balance at January and January – Investment during 72,000 Balance at December 31, 2019 72,000 Conversion into ordinary shares of investee (72,000 ) Addition 20,429 Fair value gain included in other comprehensive income 910 Balance at December 31, 2020 21,339 Non-current: Balance at January 19,249 Investment during 33,000 Impairment loss (144 ) Fair value gain included in other comprehensive income 18,269 Balance at December 70,374 Impairment loss (1,087 ) Fair value loss included in other comprehensive income (12,869 ) Balance at December 56,418 Impairment loss (51,000 ) Fair value loss included in other comprehensive income (5,400 ) Balance at December 31, 2020 18 Other assets Balance at January 1, 2018, January 1, 2019 and January 1, 2020 – Acquisition of subsidiaries 8,860 Additions 13,340 Disposals (363 ) Write-down (3,713 ) Exchange differences 900 Balance at December 31, 19,024 Liabilities Level 3 instruments measured at fair value on a recurring basis $ 2017 Convertible Notes Balance at January (726,950 ) Fair value gain 41,259 Conversion into Class A ordinary shares 48,975 Balance at December (636,716 ) Fair value loss (472,877 ) Conversion into Class A ordinary shares 1,080,112 Balance at December (29,481 ) Fair value loss (87 ) Conversion into Class A ordinary shares 29,568 Balance at December – The Company’s valuation techniques used to measure the fair value were derived from management’s assumptions of estimations. Changes in the fair value of the available-for-sale investment is recorded in the Changes in the fair value of other assets and 2017 Convertible Notes are recorded in the consolidated statements of operations |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 24. COMMITMENTS AND CONTINGENCIES Purchase commitments The Company has commitments to purchase property and equipment of $12,357 and $165,717, committed licensing fee payable for the licensing of game titles of $1,900 and $2,799 and commitment to invest in certain companies of $24,056 and $30,136 as of December 31, 2019 and 2020, 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, 2019 and 2020, the minimum guarantee commitment amounted to $31,733 and $24,473, 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, 2019 and 2020, the undrawn credit facilities and interest receivables on non-performing assets amounted to nil and $ and nil and $ , respectively |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS In February 2021, the Company, through its wholly-owned subsidiary, acquired shares of Composite Capital Management, a Hong Kong-licensed global investment management firm and its underlying subsidiaries, primarily through shares consideration |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 accounts receivable and loans receivable, accounting for deferred income taxes, accounting for share-based compensation arrangements and accounting for the Company’s financial instruments where the Company is the issuer. Changes in facts and circumstances may result in revised estimates. 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 has functional currencies other than USD are translated into USD at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. The resulting translation adjustments are recorded in other comprehensive income, a component of shareholders’ equity. Exchange differences arising on monetary items that form part of the Company’s net investment in foreign operations are recognized initially in other comprehensive income and accumulated under accumulated other comprehensive income in equity. The other comprehensive gain or loss arising from exchange differences is reclassified from equity to profit or loss of the Company on disposal of the foreign operation. |
Cash and cash equivalents | (e) Cash and cash equivalents The Company considers cash equivalents to be short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase. Cash and cash equivalents consist of cash on hand, demand deposits and funds placed with banks and other financial institutions which are unrestricted as to withdrawal and use. |
Restricted cash | (f) Restricted cash Restricted cash comprise deposits pledged with banks as security in relation to utilization of the banks’ payment gateway and corporate cards, performance guarantees, monies received held in escrow in connection with the Company’s e-commerce business and advances received from customers in connection with the Company’s digital financial services business that are restricted and not available for the Company’s use. |
Accounts receivable, loans receivable and allowance for credit losses | (g) Accounts receivable, loans receivable and allowance for credit losses Accounts receivable and loans receivable are carried at net realizable value. Loans principal and interest receivables are placed on non-accrual status when payments are 90 days past due contractually. When a loan principal and interest receivable is placed on non-accrual status, interest accrual ceases. If the loan is non-accrual, the cost recovery method is used and cash collected is applied to first reduce the carrying value of the loan. Otherwise, interest income may be recognized to the extent cash is received. Loans principal and interest receivables may be returned to accrual status when all of the borrower’s delinquent balances of loans principal and interest have been settled and the borrower continue to perform in accordance with the loan terms. On January 1, 2020, the Company adopted the ASU No. 2016-13, Financial Instruments – Credit Losses The Company has also elected the practical expedients permitted under the new accounting standard, which amongst other things, allowed the use of fair value of collateral at the reporting date when recording the net carrying amount of the receivables and determining the allowance for credit losses for a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Company’s assessment as of the reporting date (collateral-dependent financial asset). The Company has established a provision matrix that based on its historical credit loss experience, adjusted for forward-looking factors specific to the receivable and economic environment. It reflects the probability-weighted outcome, time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. The allowances for credit losses are calculated on an aggregate basis for various customer segments that are considered to have similar credit characteristics and risk of loss. The above-mentioned provision matrix has also been used to determine allowances for credit losses for off-balance sheet loan commitments. An account receivable and loan receivable is written off in the period the receivable is deemed uncollectible. The adoption of the new accounting standard on January 1, 2020 does not result in a material adjustment to the beginning accumulated deficit. |
Inventories | (h) Inventories Inventories which comprise mainly of 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 is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: - Computers 3 years - Office equipment, furniture and fittings 3 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Motor vehicles 6 to 10 years - Warehouse equipment 5 to years - Land use right 15 to 22 years - Building 15 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 subsidiary 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 a goodwill allocated to the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. No impairment of goodwill was recorded in the years ended December 31, 2019 and 2020. |
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 implementation phases of the development of software for internal use are expensed. Costs incurred in the development phase are capitalized and amortized over the estimated useful life. 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 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 6 years - Trademarks 10 years - Technology 6 years - Software 3 to 6 years - Customer relationships 3 to 8 years - Software platforms 3 years The useful lives and methods of amortization of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate. Software, customer relationships and software platforms are included in ‘Others’ in the Note 10 to the consolidated financial statements. |
Investments | (l) Investments The Company’s investments consist of available-for-sale investments, held-to-maturity investments, equity security investments and equity method investments. In accordance with ASC 320, Investments - Debt Securities On January 1, 2020, the Company adopted the ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments with the cumulative effect of adoption recorded as an adjustment to the beginning accumulated deficit. The amendments eliminate the concept of other-than-temporary impairment and requires credit losses related to available-for-sale investments to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the investment. 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 adoption of the new accounting standard on January 1, 2020 does not result in a material adjustment to the beginning accumulated deficit. In accordance with ASC 321, Investments – Equity Securities Investments in equity investees represent investments in (a) entities in which the Company can exercise significant influence but does not own a majority equity interest or control and (b) limited partnership in which the Company holds a five percent or greater interest. Such investments are accounted for using the equity method of accounting in accordance with ASC 323-10, Investments - Equity Method and Joint Ventures: Overall The Company discontinues applying equity method if an investment (and additional financial supports to the investee, if any) has been reduced to zero. When the Company has other investments in the investee that have liquidation preferences more senior than the ordinary shares and the equity-method investment in the ordinary shares is reduced to zero, the Company continues to report its share of equity losses in the consolidated statement of operations, to the extent of and as an adjustment to the adjusted basis of the other investments in the investee. The order in which the equity losses are applied to the other investments follows the seniority of the other investments in the same investee. |
Impairment of long-lived assets | (m) Impairment of long-lived assets The Company evaluates its long-lived assets or asset groups, including intangible assets with finite lives, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a company of long-lived assets may not be recoverable. When these events occur, the Company evaluates for impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the forecasted undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available for the long-lived assets. |
Fair value of financial instruments | (n) Fair value of financial instruments Available-for-sale investments are initially recognized at acquisition cost and subsequently remeasured at the end of each reporting period with the change in fair value recognized in accumulated other comprehensive income. Convertible notes consist of 2017 Convertible Notes, 2023 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes as defined in Note 14 of the consolidated financial statements. The 2017 Convertible Notes were carried at fair value. For the 2023 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes, the liability component of the convertible notes was initially measured at fair value and subsequently amortized to its redemption amount using the effective interest rate method. The Company, with the assistance of an independent third party valuation firm, determined the estimated fair value of its non-current available-for-sale investments and convertible notes that are recognized in the consolidated financial statements. |
Revenue recognition | (o) Revenue recognition Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to for those goods or services. Revenue is measured based on the amount of consideration that the Company expects to receive reduced by discounts, incentives and rebates. Revenue also excludes any amounts collected on behalf of third parties, including sales taxes and indirect taxes. The Company evaluates revenue from services and sales of goods to determine if it controls such services and goods to be the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The key indicators that the Company evaluates in determining gross versus net treatment include, but are not limited to, (i) which party is primarily responsible for fulfilling the promise to provide the specified good or service; (ii) which party bears inventory risks before the specified good or service has been transferred to a customer; and (iii) which party has discretion in establishing the price for the specified good or service. (i) Digital entertainment revenue The Company distributes online games, including self-developed games and licensed games from game developers, through its PC and mobile based applications and certain app stores. The Company offers many ways for users to purchase in-game virtual items, including the SeaMoney the gross proceeds collected from these channels revenue to be recognized by the Company and the amounts retained by these channels based on a predetermined percentage represent cost of revenue to be recognized by the Company. Proceeds from these sales are initially recognized as “Advances from customers” and subsequently reclassified to “Deferred revenue” when the users make in-game purchases of the virtual currencies or virtual items within the games operated by the Company and the in-game purchases are no longer refundable. Deferred revenue recognized as revenue during the respective years ended December 31, 2019 and December 31, 2020 was $450,394 and $998,956. For the licensed games, the Company records revenue inclusive of the royalties payable to game developers, which are based on revenue-sharing ratios, as it controls the service of providing the games to the users, and is primarily responsible to the customers and has latitude in establishing the pricing of the virtual items. Revenue is recognized over the performance obligation period. For purposes of determining the performance obligation period, the Company has determined that an implied obligation exists to the paying users to continue providing access to the purchased virtual goods within the online games over an estimated delivery obligation period. Such delivery obligation period is determined in accordance with the estimated average lifespan of the virtual goods sold or 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 pattern and playing behaviors for the virtual items. The Company assesses the estimated average lifespan of the durable virtual items on a quarterly basis. (b) User-based revenue model The Company tracks paying users’ activeness within each game where the user-based revenue model is used to estimate paying users’ average lifespan. Paying users are defined as inactive when they have reached a period of inactivity for which it is reasonable to believe that these users will not return to a specific game. The Company determines the inactive rate of these paying users and revises the estimated paying users’ average lifespan on a quarterly basis. The Company believes the current revenue models provide reasonable depiction of the service transferred patterns to the customers and they represent the best estimation of the time period the customers are likely to play the respective games. Determining the estimated service period is subjective and requires management’s judgment. Future users’ usage patterns and playing behavior may change and differ from the historical usage patterns and playing behavior, 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 are recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. Shopee operates a customer loyalty program, where end users who purchase merchandises and participate in activities through Shopee’s platform are given Shopee coins which entitle them to offset future purchases, participate in activities and redeem vouchers through Shopee’s platform. A portion of the revenue attributable to Shopee coins is deferred until they are redeemed, used or expired. The Company charges its sellers advertising fees through its paid ads service on Shopee platform. The paid ads service allows the sellers to bid for keywords that match their product or service listing appearing in search or browser results on Shopee marketplace. Their product or service listing will show higher in search rankings when users search for their bid keywords. Sellers prepay for paid ads services and the advertising income is recognized based on the number of clicks on the product or service listings during the service period. (iii) Digital financial services The Company earns 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 commission from merchants when transactions are completed and settled through its digital financial services platform. Such commission are generally determined as a percentage based on the value of the merchandise being sold by the merchants. Commission is recognized in the consolidated statements of operations at the time when the underlying transaction is completed. (iv) Rendering of services The Company also recognizes revenue from other services when the services are rendered. (v) Sales of goods The Company recognizes revenue from sales of goods at the point in time that the customer obtains control of the goods, which generally occurs upon delivery to the customer. |
Cost of revenue | (p) Cost of revenue Cost of revenue consists primarily of purchase price of inventories, depreciation expenses, amortization expenses, channel costs, royalty expenses, hosting charges, payroll related costs, bank transaction fees, cost of logistics and the other overhead expenses. |
Advertising expenditure | (q) Advertising expenditure Advertising expenditure are expensed as incurred and are included in sales and marketing expenses. As part of the advertising expenditure, sales incentives given to end users as a result of a concurrent sale are recognized as reductions of the corresponding consideration that the Company expects to receive. To the extent the sales incentives exceed the corresponding consideration that the Company expects to receive, the excess will be recorded in sales and marketing expenses. |
Research and development expenses | (r) Research and development expenses Research and development expenses consist primarily of payroll and related personnel costs related to product development. Research and development expenses are expensed as incurred. |
Leases | (s) Leases 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, which are generally accounted for separately. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements contain rent holidays and escalating rent are considered when determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease incentives. |
Income taxes | (t) Income taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company applies ASC 740, Accounting for Income Taxes The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of “income tax” in the consolidated statements of operations. |
Share-based compensation | (u) Share-based compensation All share-based compensation, including share options, restricted share awards, restricted share units and share appreciation rights under share incentive plan are accounted for under ASC 718, Compensation - Stock Compensation Forfeitures are accounted for as they occur. The Company, with the assistance of an independent third party valuation firm, determined the estimated fair value of the share options using the Black-Scholes pricing model (Note 15). |
Loss per share | (v) Loss per share In accordance with ASC 260, Earnings per Share Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the convertible notes using the if-converted method and ordinary shares, including partially paid shares, issuable upon the exercise of the share options, using the treasury stock method, when the impact is dilutive. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. |
Comprehensive Ioss | (w) Comprehensive loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive income of the Company includes foreign currency translation adjustments related to the Company’s overseas subsidiaries and change in fair value of available-for-sale investments. |
Segment reporting | (x) Segment reporting The Company identifies a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. The Company has three operating and reportable segments: digital entertainment, e-commerce and digital financial services. Accordingly, the financial statements include segment information which reflects the current composition of the reportable segments in accordance with ASC 280, Segment Reporting |
Employee benefits | (y) Employee benefits (i) Defined contribution plan The Company participates in the national pension schemes as defined by the laws of the jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed. (ii) Employee leave entitlement Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly before twelve months after the end of the reporting period is recognized for services rendered by employees up to the end of the reporting period. |
Recent accounting pronouncements | (z) Recent 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 |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ORGANIZATION [Abstract] | |
Significant Subsidiaries of Company and its Consolidated Variable Interest Entities | (a) As of December 31, 2020, significant subsidiaries include the following entities: Entity Date of Incorporation/ Acquisition Place of incorporation Percentage of direct ownership by the Company Principal activities 2019 2020 Garena Online Private Limited (“Garena Online”) May 8, 2009 Singapore 100 100 Game operations and software development Shopee Limited (formerly known as Shopee Southeast Asia 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, 2019 and 2020 and for the years ended December 31, 2018, 2019 and 2020 before eliminating the intercompany balances and transactions between the VIEs and other entities within the group: As of December 31, 2019 $ 2020 $ ASSETS: Current assets: Cash and cash equivalents 111,831 94,502 Restricted cash 237,874 2,574 Accounts receivable, net 8,672 10,537 Prepaid expenses and other assets 25,586 40,822 Inventories, net 6,517 16,264 Short-term investments 30,324 9,287 Amounts due from related parties 286 – Amounts due from intercompanies (1) 34,432 44,928 Total current assets 455,522 218,914 Non-current assets: Property and equipment, net 54,092 35,453 Operating lease right-of-use assets, net 27,637 25,265 Intangible assets, net 300 492 Long-term investments 13,961 16,080 Prepaid expenses and other assets 14,312 11,905 Deferred tax assets 32,903 47,948 Total non-current assets 143,205 137,143 Total assets 598,727 356,057 As of December 31, 2019 $ 2020 $ LIABILITIES: Current liabilities: Accounts payable 11,274 16,183 Accrued expenses and other payables 93,146 91,186 Advances from customers 6,116 2,192 Amounts due to related parties 1,569 2,347 Short-term borrowings 1,258 – Operating lease liabilities 8,797 9,787 Deferred revenue 133,362 212,377 Income tax payable 5,850 595 Amounts due to intercompanies (1) 367,537 70,019 Total current liabilities 628,909 404,686 Non-current liabilities: Accrued expenses and other payables 1,357 1,784 Long-term borrowings 358 – Operating lease liabilities 20,129 16,527 Deferred revenue 49,325 55,200 Amounts due to intercompanies (1) 12,980 15,710 Unrecognized tax benefits 976 107 Total non-current liabilities 85,125 89,328 Total liabilities 714,034 494,014 For the Years Ended December 31, 2018 $ 2019 $ 2020 $ Revenue - Third party customers 342,800 443,401 562,347 - Intercompanies 52,325 118,833 145,848 Net loss (67,816 ) (2,108 ) (30,435 ) For the Years Ended December 31, 2018 $ 2019 $ 2020 $ Net cash generated from (used in) operating activities 67,275 (77,708 ) 134,060 Net cash used in investing activities (27,434 ) (69,181 ) (27,399 ) Net cash generated from (used in) financing activities 97,398 199,406 (13,023 ) (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_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 years - Office equipment, furniture and fittings 3 years - Leasehold improvements Over the shorter of lease term or the estimated useful lives of the assets - Motor vehicles 6 to 10 years - Warehouse equipment 5 to years - Land use right 15 to 22 years - Building 15 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 6 years - Trademarks 10 years - Technology 6 years - Software 3 to 6 years - Customer relationships 3 to 8 years - Software platforms 3 years |
ACQUISITIONS AND DISPOSALS (Tab
ACQUISITIONS AND DISPOSALS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACQUISITIONS AND DISPOSALS [Abstract] | |
Allocation of Purchase Price | The allocation of the purchase price as of the date of acquisition is summarized as follows _ Cash and cash equivalent 94,587 Prepaid expense and other assets 16,290 Loans receivable, net of allowance for credit losses of $26,410 196,904 Long-term investments 34,360 Identifiable intangible assets (i) 27,376 Others 6,635 Total assets acquired 376,152 Accrued expenses, payables and liabilities (237,987 ) Borrowings (29,923 ) Others (2,044 ) Total liabilities assumed (269,954 ) Net assets acquired 106,198 Fulfilled by: Cash consideration 263,074 Fair value of non-controlling interests (ii) 39,594 Fair value of previously held interests (iii) 4,103 Goodwill 200,573 (i) Acquired intangible assets had estimated amortization periods not exceeding eight years. (ii) Fair value of non-controlling interests was estimated with reference to the recent purchase price per share as of the acquisition date. (iii) Fair value of previously held interests was estimated based on the purchase consideration payable to similar instruments and recorded a gain of $3,003 in the consolidated statements of operations for the year ended December 31, 2020. |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for credit losses consist of the following: December 31, 2019 $ 2020 $ Accounts receivable 191,118 370,977 Allowance for credit losses (4,083 ) (7,978 ) 187,035 362,999 |
Analysis of Allowances for Doubtful Accounts | An analysis of the allowance for credit losses is as follows: _ Balance at January 1, 2018 1,830 Charged to expenses 2,205 Reversal (47 ) Write-off of accounts receivable (1,588 ) Balance at December 31, 2018 2,400 Charged to expenses 4,687 Reversal (1,431 ) Write-off of accounts receivable (1,537 ) Exchange differences (36 ) Balance at December 31, 2019 4,083 Charged to expenses 5,155 Write-off of accounts receivable (1,415 ) Exchange differences 155 Balance at December 31, 2020 7,978 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER ASSETS [Abstract] | |
Prepaid Expenses and Other Assets | December 31, 2019 $ 2020 $ Current: Deferred channel costs 232,384 441,873 Employee loans and advances 2,175 3,226 Other receivables 211,244 459,478 Prepaid cost of revenue, sales and marketing expense and others 41,311 69,658 Security deposits 1,902 7,008 Tax receivable 46,171 53,962 Others – 19,024 535,187 1,054,229 Non-current: Deferred channel costs 29,162 65,446 Other receivables 4,849 1,421 Prepaid licensing fee 5 6,642 Prepayment for purchase of property and equipment (including renovation-in-progress) 8,006 91,788 Security deposits 22,476 33,476 Others 1,186 6,031 65,684 204,804 |
LOANS RECEIVABLE, NET (Tables)
LOANS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LOANS RECEIVABLE, NET [Abstract] | |
Loan Portfolios | 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 customer’s 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 our collection practices and strategies. The following table presents the loans receivable by each of the loan portfolio: December 31, 2019 $ 2020 $ Commercial – 183,710 Consumer – 259,860 – 443,570 Allowance for credit losses – (40,484 ) – 403,086 |
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, 2020 Year of origination Commercial 2020 $ 2019 $ 2018 $ 2017 $ 2016 $ Prior $ Total $ Delinquency: Current 121,586 22,746 11,949 11,354 2,554 361 170,550 Past due - 4,188 358 243 263 11 1 5,064 - 2,420 399 112 77 39 2 3,049 - 1,363 – 250 175 12 – 1,800 - 2,024 356 429 144 96 198 3,247 131,581 23,859 12,983 12,013 2,712 562 183,710 Consumer Delinquency: Current 208,380 16,812 12,792 7,554 1,883 60 247,481 Past due - 2,609 638 896 140 62 – 4,345 - 986 1,019 1,890 759 179 – 4,833 - 901 206 237 74 40 – 1,458 - 1,088 261 111 47 69 167 1,743 213,964 18,936 15,926 8,574 2,233 227 259,860 |
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 at January 1, 2018, December 31, 2018 and December 31, 2019 – – – Acquisition of subsidiaries 17,056 9,354 26,410 Charged to expenses 26,063 25,005 51,068 Write-off of loans receivable (14,801 ) (22,575 ) (37,376 ) Exchange differences 6 376 382 Balance at December 31, 2020 28,324 12,160 40,484 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Property and Equipment, Net | December 31, 2019 $ 2020 $ Computers 339,221 522,108 Office equipment, furniture and fittings 24,883 31,613 Leasehold improvements 129,298 162,032 Motor vehicles 14,624 6,184 Warehouse equipment 3,464 7,296 Land 20,598 22,708 Building 814 2,093 Construction-in-progress – 973 532,902 755,007 Less: accumulated depreciation (214,282 ) (368,606 ) 318,620 386,401 |
Depreciation Expenses | Depreciation expenses recognized for each of the years ended December 31, 2018, 2019 and 2020 were included in the following captions: For the year ended December 31, 2018 $ 2019 $ 2020 $ Cost of revenue 31,203 80,245 118,691 Sales and marketing expenses 3,712 3,200 4,965 General and administrative expenses 19,009 31,282 41,384 Research and development expenses 978 2,056 4,027 54,902 116,783 169,067 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASES [Abstract] | |
Information Pertaining to Lease | Information pertaining to lease amounts recognized in our consolidated financial statements is summarized as follows: For the year ended December 31, 2019 $ 2020 $ Operating lease cost: Operating lease cost 51,403 73,273 Short-term lease cost 4,669 6,451 56,072 79,724 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information Operating cash flows from operating leases 41,237 72,756 Right-of-use obtained in exchange for new operating lease liabilities 99,129 95,020 |
Weighted-Average Remaining Lease Term | Weighted-average remaining lease term (years) Operating leases 4.43 3.91 |
Maturities of Lease Liabilities | Operating leases As of December 31, 2020: _ $ _ Maturities of lease liabilities 2021 77,895 2022 80,851 2023 72,352 2024 34,526 2025 23,712 After 2025 9,835 Total lease payments 299,171 Less: Imputed interest (46,795 ) Present value of lease liabilities 252,376 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INTANGIBLE ASSETS, NET [Abstract] | |
Intangible Assets | The following table presents the Company’s intangible assets as of the respective balance sheet dates: Licensing fee $ IP right $ Trademarks $ Technology $ Others $ Total $ Balance at January 1, 2019 1,568 124 9,077 – 2,118 12,887 Additions 6,045 – – – 838 6,883 Amortization expense (2,653 ) (124 ) (1,068 ) – (1,004 ) (4,849 ) Written-off – – – – (2 ) (2 ) Exchange differences 85 – – – 16 101 Balance at January 1, 2020 5,045 – 8,009 – 1,966 15,020 Acquisition of subsidiaries – 7,400 – 15,200 4,776 27,376 Additions 2,509 9,930 – – 2,187 14,626 Disposal of a subsidiary – – – – (5 ) (5 ) Impairment (471 ) (5,160 ) – – (82 ) (5,713 ) Amortization expense (3,150 ) (3,214 ) (1,068 ) (2,322 ) (1,940 ) (11,694 ) Written-off – – – – (162 ) (162 ) Exchange differences 13 186 – – 126 325 Balance at December 31, 2020 3,946 9,142 6,941 12,878 6,866 39,773 |
Estimated Aggregate Amortization Expenses | The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as follows: Licensing fee $ IP right $ Trademarks $ Technology $ Others $ Total $ 2021 2,375 4,964 1,068 2,533 1,893 12,833 2022 980 1,139 1,068 2,533 1,604 7,324 2023 398 1,139 1,068 2,533 1,015 6,153 2024 193 1,139 1,068 2,533 592 5,525 2025 – 761 1,068 2,533 573 4,935 Thereafter – – 1,601 213 1,189 3,003 3,946 9,142 6,941 12,878 6,866 39,773 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INVESTMENTS [Abstract] | |
Movement of Equity Investments | Set out below are movement of the investment in equity investees during the years ended December 31, 2018, 2019 and 2020. -- $ Balance at January 1, 2018 8,740 Additions 24,872 Share of results (3,066) Share of other comprehensive loss (1,097) Distribution from investment (578) Impairment (2,562) Balance at December 31, 2018 26,309 Additions 13,787 Share of results (3,239) Share of other comprehensive loss (315) Distribution from investment (453) Disposal (523) Impairment (68) Balance at December 31, 2019 35,498 Additions 12,661 Retained interest in a former subsidiary 49,782 Share of results 721 Share of other comprehensive income 874 Distribution from investment (1,210) Impairment (3,393) Balance at December 31, 2020 94,933 |
ACCRUED EXPENSES AND OTHER PA_2
ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER PAYABLES [Abstract] | |
Components of Accrued Expenses and Other Payables | The components of accrued expenses and other payables are as follows: December 31, 2019 $ 2020 $ Current: Accrued cost of revenue and sales and marketing expenses 242,268 598,133 Accrued interest for convertible notes 1,374 3,203 Accrued office-related operating expenses 2,745 2,506 Business and other taxes payables 19,345 52,568 Other payables 92,590 60,911 Escrow payables 513,864 1,028,542 Accrued payroll and welfare expenses 65,969 156,725 Payables and accruals for purchases of property and equipment 18,020 14,889 Deposits payable – 75,012 Finance lease liability 1,953 52 Others 22,677 40,920 980,805 2,033,461 Non-current: Finance lease liability 5,309 85 Others 20,493 36,074 25,802 36,159 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BORROWINGS [Abstract] | |
Borrowing and Interest Rate and Repayment Term | December 31, 2019 $ 2020 $ Current 1,258 – Non-current 358 – 1,616 – The loans are unsecured and bears the following interest rate and repayment term: 2019 2020 Interest rate (%) per annum 8.00 to 12.69 _ Repayment date From October 2020 August 2021 _ |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE NOTES [Abstract] | |
Convertible Debts | December 31, 2019 $ 2020 $ Current: 2017 Convertible Notes 29,481 – 29,481 – Non-current: 2023 Convertible Notes 453,215 41,263 2024 Convertible Notes 903,117 916,560 2025 Convertible Notes – 882,583 1,356,332 1,840,406 |
Issuance of Convertible Notes and Terms | The Company also issued the following convertible notes and the terms are as follow: 2023 Convertible Notes 2024 Convertible Notes 2025 Convertible Notes Issuance date June 18, 2018 November 18, 2019 May 22, 2020 Maturity date July 1, 2023 December 1, 2024 December 1, 2025 Principal amount $575,000 $1,150,000 $ Interest rate 2.25% 1.00% 2.375% 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 $ principal amount, equivalent to $ per ADS Agreed conversion date January 1, 2023 June 1, 2024 September 1, 2025 |
Convertible Notes With Cash Conversion Option | The 2023 Convertible Notes, 2024 Convertible Notes and 2025 Convertible Notes were accounted for under ASC 470-20 Cash Conversion Subsections as follow: 2023 Convertible Notes 2024 Convertible Notes 2025 Convertible Notes Liability component $ 410,926 $ 897,918 $ 856,635 Effective interest rate 9.38 % 6.03 % 8.21 % Equity component $ 152,714 $ 240,582 $ 284,727 Debt issuance cost, allocated in proportion to the allocation of proceeds $ 11,360 $ 11,500 $ 8,638 |
Carrying Amount of the Liability Components | The liability component was measured at fair value and subsequently amortized to its redemption amount using the effective interest method. The residual value was allocated to the equity component, classified within and not subsequently remeasured. December 31, 2019 December 31, 2020 2023 Convertible Notes $ 2024 Convertible Notes $ 2025 Convertible Notes $ Total $ 2023 Convertible Notes $ 2024 Convertible Notes $ 2025 Convertible Notes $ Total $ Principal 575,000 1,150,000 – 1,725,000 49,000 1,112,320 1,149,500 2,310,820 Less: unamortized issuance cost and debt discount (121,785 ) (246,883 ) – (368,668 ) (7,737 ) (195,760 ) (266,917 ) (470,414 ) Net carrying amount 453,215 903,117 – 1,356,332 41,263 916,560 882,583 1,840,406 |
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, 2020 | |
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, 2018 11,653,513 5.11 Granted 26,500,000 15.00 Exercised (2,117,647 ) 2.16 Forfeited (328,984 ) 14.03 Outstanding, December 31, 2018 35,706,882 12.54 8.38 58,007 Vested and expected to vest at December 31, 2018 35,706,882 12.54 Exercisable as of December 31, 2018 8,748,351 5.25 6.03 56,918 Outstanding, January 1, 2019 35,706,882 12.54 Granted 15,327,884 15.00 Exercised (3,736,976 ) 5.58 Forfeited (109,236 ) 14.24 Outstanding, December 31, 2019 47,188,554 13.89 8.18 1,242,496 Vested and expected to vest at December 31, 2019 47,188,554 13.89 Exercisable as of December 31, 2019 19,664,736 12.35 7.35 548,035 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 |
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 2018 Granted in 2019 Granted in 2020 Risk-free interest rates 2.75% – 2.92% 2.34% – 2.68% 0.39% – 1.66% Expected term 5 – 7 years 5.5 – 8.5 years 5.5 – 7.5 years Expected volatility 33.3% – 35.2% 33.0% – 35.0% 32.4% – 33.7% Expected dividend yield – – – Fair value of share options $2.52 – $3.52 $4.58 – $13.59 $13.81 – $50.58 |
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, 2018 820,207 14.43 9.60 10,933 Granted 4,983,162 12.30 Vested (309,644 ) 13.93 Forfeited (738,753 ) 13.75 Unvested, December 31, 2018 and January 1, 2019 4,754,972 12.34 9.17 53,826 Granted 6,249,313 20.50 Vested (2,131,415 ) 13.67 Forfeited (791,433 ) 15.22 Unvested, December 31, 2019 and 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 9,341,928 46.36 8.64 1,859,511 |
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, 2018, 2019 and 2020 is as follows: For the year ended December 31, 2018 2019 2020 _ _ _ _ _ _ Share options: Cost of revenue 1,292 244 130 Sales and marketing expenses 795 156 69 General and administrative expenses 39,654 71,787 179,544 Research and development expenses 1,142 567 401 42,883 72,754 180,144 Cash received for the exercise in the respective years 4,574 20,867 61,949 RSAs/ RSUs: Cost of revenue 2,018 1,714 4,385 Sales and marketing expenses 1,899 3,017 10,100 General and administrative expenses 7,670 26,761 37,433 Research and development expenses 3,545 11,429 45,820 15,132 42,921 97,738 SARs: Cost of revenue 24 319 2,867 Sales and marketing expenses 52 749 5,462 General and administrative expenses 30 313 3,534 Research and development expenses – 13 501 106 1,394 12,364 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME [Abstract] | |
Components of Accumulated Other Comprehensive Income | The changes in accumulated other comprehensive income by component, net of tax of nil, are as follows: Unrealized fair value gain (loss) on available- for-sale investments Foreign currency translation Total - - - Balance as of January 1, 2018 – 10,701 10,701 Current year other comprehensive income (loss) 18,269 (13,771) 4,498 Balance as of December 31, 2018 18,269 (3,070) 15,199 Current year other comprehensive (loss) income (12,869) 3,119 (9,750) Balance as of December 31, 2019 5,400 49 5,449 Current year other comprehensive (loss) income (4,419) 3,651 (768) Balance as of December 31, 2020 981 3,700 4,681 |
RESTRICTED NET ASSETS (Tables)
RESTRICTED NET ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RESTRICTED NET ASSETS [Abstract] | |
Movement of Statutory Reserve | The movement of statutory reserve during the years ended December 31, are as follows: December 31, 2019 $ 2020 $ At the beginning of the financial year 46 46 Transferred from retained earnings – 2,317 At the end of the financial year 46 2,363 |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
TAXATION [Abstract] | |
Income Tax Expense | Income tax expense comprises: For the year ended December 31, 2018 $ 2019 $ 2020 $ Current income tax 7,949 56,296 117,649 Deferred tax (19,797 ) (4,333 ) (27,451 ) Withholding tax expense 15,936 33,901 51,442 4,088 85,864 141,640 |
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, 2018, 2019 and 2020 is as follows: For the year ended December 31, 2018 $ 2019 $ 2020 $ Loss before income tax and share of results of equity investees (953,880 ) (1,368,619 ) (1,483,238 ) Tax expense computed at tax rate of 17% (162,160 ) (232,665 ) (252,150 ) Changes in valuation allowance 197,257 265,776 403,329 Non-deductible expenses 1,797 4,207 9,554 Effect of concessionary tax rate and tax reliefs (6,139 ) (42,404 ) (82,951 ) Withholding tax expense 15,936 33,901 51,442 Foreign earnings at different tax rates (38,099 ) 60,721 15,103 Others (4,504 ) (3,672 ) (2,687 ) 4,088 85,864 141,640 |
Significant Components of Deferred Taxes | The significant components of deferred taxes are as follows: December 31, 2019 $ 2020 $ Deferred tax assets: Property and equipment 4,380 2,904 Advances from customers 507 401 Deferred revenue 93,956 141,356 Unutilized tax losses and unused capital allowances 586,944 960,998 Provision and accrued expenses 12,955 21,170 Others 3,967 9,082 Valuation allowance (619,272 ) (1,016,676 ) Total deferred tax assets 83,437 119,235 Deferred tax liabilities: Property and equipment (1,002 ) (2,001 ) Intangible assets (2,577 ) (433 ) Deferred channel costs (9,448 ) (13,750 ) Others (1,045 ) (4,673 ) Total deferred tax liabilities (14,072 ) (20,857 ) Net deferred tax assets 69,365 98,378 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LOSS PER SHARE [Abstract] | |
Basic and Diluted Loss per Share | Basic and diluted loss per share for each of the periods presented is calculated as follows: For the year ended December 31, 2018 $ 2019 $ 2020 $ Numerator: Net loss attributable to ordinary shareholders (961,241 ) (1,462,799 ) (1,618,056 ) Denominator: Weighted-average number of shares outstanding—basic and diluted 338,472,987 436,601,801 477,264,888 Basic and diluted loss per share: (2.84 ) (3.35 ) (3.39 ) |
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: For the year ended December 31, 2018 2019 2020 Share options 50,706,882 52,188,554 50,090,731 RSAs/RSUs 4,754,972 8,081,437 9,341,928 Convertible notes 75,430,735 52,718,141 37,370,919 130,892,589 112,988,132 96,803,578 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
Related Party Transactions and Balances | (a) Related parties (1) Name of related parties Relationship with the Company i) Tencent Limited and its affiliates (“Tencent”) A shareholder of the Company (1) These are the related parties that have engaged in significant transactions with the Company for the years ended December 31, 2018, 2019 and 2020. (b) The Company had the following significant related party transactions for the years ended December 31, 2018, 2019 and 2020: 2018 $ 2019 $ 2020 $ Royalty fee and license fee to: - Tencent 96,713 122,234 110,686 Services provided by: - Tencent 13,066 19,005 23,352 Issuance of convertible notes to: - Tencent 50,000 – – Interest expense to: - Tencent 2,092 563 – Conversion of convertible notes (principal amount) by: - Tencent – 100,000 – (c) The Company had the following related party balances for the years ended December 31, 2019 and 2020: December 31, 2019 $ 2020 $ Amounts due from related parties: Current: - Tencent 477 553 Amounts due to related parties: Current: - Tencent 34,970 38,416 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SEGMENT REPORTING [Abstract] | |
Information about Segments | Information about segments for the years ended December 31, 2018, 2019 and 2020 presented were as follows: For the Year ended December 31, 2018 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ Consolidated $ Revenue 462,464 269,578 11,458 83,468 – 826,968 Operating income (loss) 69,449 (893,489 ) (34,056 ) (62,548 ) (68,124 ) (988,768 ) Non-operating income, net 34,888 Income tax expense (4,088 ) Share of results of equity investees (3,066 ) Net loss (961,034 ) For the Year ended December 31, 2019 Digital Entertainment $ E-Commerce $ Digital Financial $ Other Services $ Unallocated (1) $ Consolidated $ Revenue 1,136,017 834,295 9,223 195,843 – 2,175,378 Operating income (loss) 529,524 (1,131,771 ) (116,309 ) (39,864 ) (132,812 ) (891,232 ) Non-operating loss, net (477,387 ) Income tax expense (85,864 ) Share of results of equity investees (3,239 ) Net loss (1,457,722 ) For the 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 ) (1) Unallocated expenses are mainly relating to share-based compensation, general and corporate administrative costs, such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segments results as they are not reviewed by the CODM as part of segment performance. |
Revenue from External Customers Based on Geographical Locations | Revenue from external customers is classified based on the geographical locations where the services were provided. For the Year Ended December 31, 2018 $ 2019 $ 2020 $ Revenue Southeast Asia 581,336 1,378,141 2,791,894 Latin America 14,713 282,618 790,308 Rest of Asia 229,773 489,291 655,007 Rest of the world 1,146 25,328 138,455 Consolidated revenue 826,968 2,175,378 4,375,664 |
Long-Lived Assets | Long-lived assets consist of property and equipment, operating lease right-of-use assets and intangible assets. As at December 31, 2019 $ 2020 $ Long-lived assets Southeast Asia 389,997 509,922 Rest of Asia 119,043 128,285 Rest of the world 7,565 22,522 516,605 660,729 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Values of Assets and Liabilities | Assets and liabilities measured at fair value on a recurring basis are summarized below: Fair value measurement at December 31, 2019 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Cash equivalents 55,723 – – 55,723 Money market funds 537,615 – – 537,615 Held to maturity investments 30,540 – – 30,540 Available-for-sale investments – – 128,418 128,418 2017 Convertible Notes – – (29,481 ) (29,481 ) Share appreciation rights (1,500 ) – – (1,500 ) 622,378 – 98,937 721,315 Fair value measurement at December 31, 2020 Quoted prices in active markets for identical assets (Level 1) $ Significant other observable inputs (Level 2) $ Unobservable inputs (Level 3) $ Total $ Cash equivalents 74,272 – – 74,272 Held to maturity investments 100,071 – 286 100,357 Available-for-sale investments 5,688 – 21,357 27,045 Equity securities 76,000 – – 76,000 Other assets – – 19,024 19,024 Share appreciation rights (11,640 ) – – (11,640 ) 244,391 – 40,667 285,058 |
Level 3 Instruments Measured at Fair Value on a Recurring Basis | Level 3 instruments measured at fair value on a recurring basis $ Assets: Available-for-sale investments Current: Balance at January and January – Investment during 72,000 Balance at December 31, 2019 72,000 Conversion into ordinary shares of investee (72,000 ) Addition 20,429 Fair value gain included in other comprehensive income 910 Balance at December 31, 2020 21,339 Non-current: Balance at January 19,249 Investment during 33,000 Impairment loss (144 ) Fair value gain included in other comprehensive income 18,269 Balance at December 70,374 Impairment loss (1,087 ) Fair value loss included in other comprehensive income (12,869 ) Balance at December 56,418 Impairment loss (51,000 ) Fair value loss included in other comprehensive income (5,400 ) Balance at December 31, 2020 18 Other assets Balance at January 1, 2018, January 1, 2019 and January 1, 2020 – Acquisition of subsidiaries 8,860 Additions 13,340 Disposals (363 ) Write-down (3,713 ) Exchange differences 900 Balance at December 31, 19,024 Liabilities Level 3 instruments measured at fair value on a recurring basis $ 2017 Convertible Notes Balance at January (726,950 ) Fair value gain 41,259 Conversion into Class A ordinary shares 48,975 Balance at December (636,716 ) Fair value loss (472,877 ) Conversion into Class A ordinary shares 1,080,112 Balance at December (29,481 ) Fair value loss (87 ) Conversion into Class A ordinary shares 29,568 Balance at December – |
ORGANIZATION, Summary of Signif
ORGANIZATION, Summary of Significant Subsidiaries of Company and its Consolidated Variable Interest Entities (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 8, 2009 | |
Place of incorporation | U0 | |
Percentage of direct ownership by the company | 100.00% | 100.00% |
Principal activities | Game operations and software development | |
Shopee Limited (formerly known as Shopee Southeast Asia 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 | 100.00% | 100.00% |
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. 5, 2015 | |
Place of incorporation | U0 | |
Percentage of direct ownership by the company | 100.00% | 100.00% |
Principal activities | Online platform | |
PT Shopee International Indonesia [Member] | ||
Significant Subsidiaries of Company and its Consolidated VIE's [Abstract] | ||
Date of incorporation/acquisition | Aug. 5, 2015 | |
Place of incorporation | K8 | |
Percentage of direct ownership by the company | 100.00% | 100.00% |
Principal activities | Online platform |
ORGANIZATION, VIE Structure and
ORGANIZATION, VIE Structure and Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
VIE disclosures [Abstract] | |||
Total fee billed | $ 171,962 | $ 90,510 | $ 74,875 |
Aggregate carrying amounts of total assets | 10,455,671 | 5,224,169 | |
Aggregate carrying amounts of total liabilities | 7,035,432 | 4,051,517 | |
VIEs [Member] | |||
VIE disclosures [Abstract] | |||
Aggregate carrying amounts of total assets | 356,057 | 598,727 | |
Aggregate carrying amounts of total liabilities | $ 494,014 | $ 714,034 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Current assets [Abstract] | ||||
Cash and cash equivalents | $ 6,166,880 | $ 3,118,988 | ||
Restricted cash | 859,192 | 434,938 | ||
Accounts receivable, net | 362,999 | 187,035 | ||
Prepaid expenses and other assets | 1,054,229 | 535,187 | ||
Inventories, net | 64,219 | 26,932 | ||
Short-term investments | 126,099 | 102,324 | ||
Amounts due from related parties | 19,449 | 4,735 | ||
Total current assets | 8,939,004 | 4,410,139 | ||
Non-current assets [Abstract] | ||||
Property and equipment, net | 386,401 | 318,620 | ||
Operating lease right-of-use assets, net | 234,555 | 182,965 | ||
Intangible assets, net | 39,773 | 15,020 | $ 12,887 | |
Long-term investments | 190,482 | 113,797 | ||
Prepaid expenses and other assets | 204,804 | 65,684 | ||
Deferred tax assets | 99,904 | 70,340 | ||
Total non-current assets | 1,516,667 | 814,030 | ||
Total assets | 10,455,671 | 5,224,169 | ||
Current liabilities [Abstract] | ||||
Accounts payable | 121,637 | 69,370 | ||
Accrued expenses and other payables | 2,033,461 | 980,805 | ||
Advances from customers | 161,379 | 65,062 | ||
Amounts due to related parties | 42,613 | 34,990 | ||
Short-term borrowings | 0 | 1,258 | ||
Operating lease liabilities | 74,506 | 56,320 | ||
Deferred revenue | 2,150,165 | 1,097,868 | ||
Income tax payable | 52,306 | 27,212 | ||
Total current liabilities | 4,636,067 | 2,362,366 | ||
Non-current liabilities [Abstract] | ||||
Accrued expenses and other payables | 36,159 | 25,802 | ||
Long-term borrowings | 0 | 358 | ||
Operating lease liabilities | 177,870 | 144,000 | ||
Deferred revenue | 343,297 | 160,708 | ||
Unrecognized tax benefits | 107 | 976 | ||
Total non-current liabilities | 2,399,365 | 1,689,151 | ||
Total liabilities | 7,035,432 | 4,051,517 | ||
Revenue [Abstract] | ||||
Revenue | 4,375,664 | 2,175,378 | 826,968 | |
Net loss | (1,624,157) | (1,457,722) | (961,034) | |
VIEs [Member] | ||||
Current assets [Abstract] | ||||
Cash and cash equivalents | 94,502 | 111,831 | ||
Restricted cash | 2,574 | 237,874 | ||
Accounts receivable, net | 10,537 | 8,672 | ||
Prepaid expenses and other assets | 40,822 | 25,586 | ||
Inventories, net | 16,264 | 6,517 | ||
Short-term investments | 9,287 | 30,324 | ||
Amounts due from related parties | 0 | 286 | ||
Amounts due from intercompanies | [1] | 44,928 | 34,432 | |
Total current assets | 218,914 | 455,522 | ||
Non-current assets [Abstract] | ||||
Property and equipment, net | 35,453 | 54,092 | ||
Operating lease right-of-use assets, net | 25,265 | 27,637 | ||
Intangible assets, net | 492 | 300 | ||
Long-term investments | 16,080 | 13,961 | ||
Prepaid expenses and other assets | 11,905 | 14,312 | ||
Deferred tax assets | 47,948 | 32,903 | ||
Total non-current assets | 137,143 | 143,205 | ||
Total assets | 356,057 | 598,727 | ||
Current liabilities [Abstract] | ||||
Accounts payable | 16,183 | 11,274 | ||
Accrued expenses and other payables | 91,186 | 93,146 | ||
Advances from customers | 2,192 | 6,116 | ||
Amounts due to related parties | 2,347 | 1,569 | ||
Short-term borrowings | 0 | 1,258 | ||
Operating lease liabilities | 9,787 | 8,797 | ||
Deferred revenue | 212,377 | 133,362 | ||
Income tax payable | 595 | 5,850 | ||
Amounts due to intercompanies | [1] | 70,019 | 367,537 | |
Total current liabilities | 404,686 | 628,909 | ||
Non-current liabilities [Abstract] | ||||
Accrued expenses and other payables | 1,784 | 1,357 | ||
Long-term borrowings | 0 | 358 | ||
Operating lease liabilities | 16,527 | 20,129 | ||
Deferred revenue | 55,200 | 49,325 | ||
Amounts due to intercompanies | [1] | 15,710 | 12,980 | |
Unrecognized tax benefits | 107 | 976 | ||
Total non-current liabilities | 89,328 | 85,125 | ||
Total liabilities | 494,014 | 714,034 | ||
Revenue [Abstract] | ||||
Net loss | (30,435) | (2,108) | (67,816) | |
Net cash generated from (used in) operating activities | 134,060 | (77,708) | 67,275 | |
Net cash used in investing activities | (27,399) | (69,181) | (27,434) | |
Net cash generated from (used in) financing activities | (13,023) | 199,406 | 97,398 | |
VIEs [Member] | Third Party Customers [Member] | ||||
Revenue [Abstract] | ||||
Revenue | 562,347 | 443,401 | 342,800 | |
VIEs [Member] | Intercompanies [Member] | ||||
Revenue [Abstract] | ||||
Revenue | $ 145,848 | $ 118,833 | $ 52,325 | |
[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, 2020 | |
Computers [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 3 years |
Office Equipment, Furniture and Fittings [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 3 years |
Leasehold Improvements [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives description | Over the shorter of lease term or the estimated useful lives of the assets |
Motor Vehicles [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 6 years |
Motor Vehicles [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 10 years |
Warehouse Equipment [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 5 years |
Warehouse Equipment [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 8 years |
Land Use Right [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 15 years |
Land Use Right [Member] | Maximum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 22 years |
Building [Member] | Minimum [Member] | |
Property and equipment [Abstract] | |
Property and equipment, useful lives | 15 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, Goodwill and Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Abstract] | ||
Goodwill impairment | $ 0 | $ 0 |
Licensing Fee [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives description | Over the shorter of licensing period or the estimated useful lives of the intangible assets | |
IP Right [Member] | Minimum [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 1 year | |
IP Right [Member] | Maximum [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 6 years | |
Trademarks [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 | |
Software Platforms [Member] | ||
Intangible assets [Abstract] | ||
Intangible assets, estimated economic lives | 3 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, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Revenue recognition [Abstract] | ||
Deferred revenue recognized | $ | $ 998,956 | $ 450,394 |
Segment reporting [Abstract] | ||
Number of operating segments | 3 | |
Number of reportable segments | 3 | |
Minimum [Member] | ||
Investments [Abstract] | ||
Equity interest percentage | 5.00% |
CONCENTRATION OF RISKS (Details
CONCENTRATION OF RISKS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)Customer | Dec. 31, 2019Customer | Dec. 31, 2018Customer | |
CONCENTRATION OF RISKS [Abstract] | |||
Number of major customers | Customer | 0 | 0 | 0 |
Minimum amount of single remittance may not be processed without approval | $ 1 | ||
Minimum amount of annual aggregate remittance may not be processed without approval | $ 50 |
ACQUISITIONS AND DISPOSALS (Det
ACQUISITIONS AND DISPOSALS (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($)Company | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | ||
Acquisitions [Abstract] | ||||
Number of companies acquired | Company | 3 | |||
Allowance for credit losses | $ 26,410 | |||
Remeasurement gain of previously held interest | 3,003 | |||
Fulfilled by [Abstract] | ||||
Goodwill | 216,278 | $ 30,952 | ||
Disposals [Abstract] | ||||
Derecognized goodwill | 15,247 | |||
Recognized gain on disposal | 62,115 | $ 0 | $ 0 | |
Gain from remeasurement of remaining interest | $ 37,083 | |||
Maximum [Member] | ||||
Acquisitions [Abstract] | ||||
Amortization period | 8 years | |||
Acquisitions [Member] | ||||
Allocation of purchase price [Abstract] | ||||
Cash and cash equivalent | $ 94,587 | |||
Prepaid expense and other assets | 16,290 | |||
Loans receivable, net of allowance for credit losses of $26,410 | 196,904 | |||
Long-term investments | 34,360 | |||
Identifiable intangible assets | [1] | 27,376 | ||
Others | 6,635 | |||
Total assets acquired | 376,152 | |||
Accrued expenses, payables and liabilities | (237,987) | |||
Borrowings | (29,923) | |||
Others | (2,044) | |||
Total liabilities assumed | (269,954) | |||
Net assets acquired | 106,198 | |||
Fulfilled by [Abstract] | ||||
Cash consideration | 263,074 | |||
Fair value of non-controlling interests | [2] | 39,594 | ||
Fair value of previously held interests | [3] | 4,103 | ||
Goodwill | $ 200,573 | |||
[1] | Acquired intangible assets had estimated amortization periods not exceeding eight years. | |||
[2] | Fair value of non-controlling interests was estimated with reference to the recent purchase price per share as of the acquisition date. | |||
[3] | Fair value of previously held interests was estimated based on the purchase consideration payable to similar instruments and recorded a gain of $3,003 in the consolidated statements of operations for the year ended December 31, 2020. |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable and Allowance for Doubtful Accounts [Abstract] | |||||
Accounts receivable | $ 370,977 | $ 191,118 | |||
Allowance for credit losses | $ (7,978) | $ (2,400) | $ (2,400) | (7,978) | (4,083) |
Accounts receivables, net | $ 362,999 | $ 187,035 | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Balance at the beginning of the year | 4,083 | 2,400 | 1,830 | ||
Charged to expenses | 5,155 | 4,687 | 2,205 | ||
Reversal | (1,431) | (47) | |||
Write-off of accounts receivable | (1,415) | (1,537) | (1,588) | ||
Exchange differences | 155 | (36) | |||
Balance at the end of the year | $ 7,978 | $ 4,083 | $ 2,400 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current [Abstract] | ||
Deferred channel costs | $ 441,873 | $ 232,384 |
Employee loans and advances | 3,226 | 2,175 |
Other receivables | 459,478 | 211,244 |
Prepaid cost of revenue, sales and marketing expense and others | 69,658 | 41,311 |
Security deposits | 7,008 | 1,902 |
Tax receivable | 53,962 | 46,171 |
Others | 19,024 | 0 |
Total Current | 1,054,229 | 535,187 |
Non-current [Abstract] | ||
Deferred channel costs | 65,446 | 29,162 |
Other receivables | 1,421 | 4,849 |
Prepaid licensing fee | 6,642 | 5 |
Prepayment for purchase of property and equipment (including renovation-in-progress) | 91,788 | 8,006 |
Security deposits | 33,476 | 22,476 |
Others | 6,031 | 1,186 |
Total Non-current | $ 204,804 | $ 65,684 |
LOANS RECEIVABLE, NET (Details)
LOANS RECEIVABLE, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Loan Portfolio [Abstract] | ||
Loans receivable, gross | $ 443,570 | $ 0 |
Allowance for credit losses | (40,484) | 0 |
Loans receivable, net | 403,086 | 0 |
Commercial [Member] | ||
Loan Portfolio [Abstract] | ||
Loans receivable, gross | 183,710 | 0 |
Allowance for credit losses | (28,324) | 0 |
Consumer [Member] | ||
Loan Portfolio [Abstract] | ||
Loans receivable, gross | 259,860 | 0 |
Allowance for credit losses | $ (12,160) | $ 0 |
LOANS RECEIVABLE, NET, Summary
LOANS RECEIVABLE, NET, Summary of Delinquency Status of Loans Receivable by Year of Origination (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Delinquency Status, by Year of Origination [Abstract] | ||
Total | $ 443,570 | $ 0 |
Commercial [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 131,581 | |
2019 | 23,859 | |
2018 | 12,983 | |
2017 | 12,013 | |
2016 | 2,712 | |
Prior | 562 | |
Total | 183,710 | 0 |
Commercial [Member] | Current [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 121,586 | |
2019 | 22,746 | |
2018 | 11,949 | |
2017 | 11,354 | |
2016 | 2,554 | |
Prior | 361 | |
Total | 170,550 | |
Commercial [Member] | Less Than 30 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 4,188 | |
2019 | 358 | |
2018 | 243 | |
2017 | 263 | |
2016 | 11 | |
Prior | 1 | |
Total | 5,064 | |
Commercial [Member] | 31 to 60 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 2,420 | |
2019 | 399 | |
2018 | 112 | |
2017 | 77 | |
2016 | 39 | |
Prior | 2 | |
Total | 3,049 | |
Commercial [Member] | 61 to 90 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 1,363 | |
2019 | 0 | |
2018 | 250 | |
2017 | 175 | |
2016 | 12 | |
Prior | 0 | |
Total | 1,800 | |
Commercial [Member] | More Than 90 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 2,024 | |
2019 | 356 | |
2018 | 429 | |
2017 | 144 | |
2016 | 96 | |
Prior | 198 | |
Total | 3,247 | |
Consumer [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 213,964 | |
2019 | 18,936 | |
2018 | 15,926 | |
2017 | 8,574 | |
2016 | 2,233 | |
Prior | 227 | |
Total | 259,860 | $ 0 |
Consumer [Member] | Current [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 208,380 | |
2019 | 16,812 | |
2018 | 12,792 | |
2017 | 7,554 | |
2016 | 1,883 | |
Prior | 60 | |
Total | 247,481 | |
Consumer [Member] | Less Than 30 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 2,609 | |
2019 | 638 | |
2018 | 896 | |
2017 | 140 | |
2016 | 62 | |
Prior | 0 | |
Total | 4,345 | |
Consumer [Member] | 31 to 60 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 986 | |
2019 | 1,019 | |
2018 | 1,890 | |
2017 | 759 | |
2016 | 179 | |
Prior | 0 | |
Total | 4,833 | |
Consumer [Member] | 61 to 90 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 901 | |
2019 | 206 | |
2018 | 237 | |
2017 | 74 | |
2016 | 40 | |
Prior | 0 | |
Total | 1,458 | |
Consumer [Member] | More Than 90 Days [Member] | ||
Delinquency Status, by Year of Origination [Abstract] | ||
2020 | 1,088 | |
2019 | 261 | |
2018 | 111 | |
2017 | 47 | |
2016 | 69 | |
Prior | 167 | |
Total | $ 1,743 |
LOANS RECEIVABLE, NET, Allowanc
LOANS RECEIVABLE, NET, Allowance for Credit Losses by Portfolio Segment (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Allowance for Credit Loss [Roll Forward] | |
Beginning balance | $ 0 |
Acquisition of subsidiaries | 26,410 |
Charged to expenses | 51,068 |
Write-off of loans receivable | (37,376) |
Exchange differences | 382 |
Ending balance | 40,484 |
Commercial [Member] | |
Allowance for Credit Loss [Roll Forward] | |
Beginning balance | 0 |
Acquisition of subsidiaries | 17,056 |
Charged to expenses | 26,063 |
Write-off of loans receivable | (14,801) |
Exchange differences | 6 |
Ending balance | 28,324 |
Consumer [Member] | |
Allowance for Credit Loss [Roll Forward] | |
Beginning balance | 0 |
Acquisition of subsidiaries | 9,354 |
Charged to expenses | 25,005 |
Write-off of loans receivable | (22,575) |
Exchange differences | 376 |
Ending balance | $ 12,160 |
PROPERTY AND EQUIPMENT, NET - P
PROPERTY AND EQUIPMENT, NET - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | $ 755,007 | $ 532,902 |
Less: accumulated depreciation | (368,606) | (214,282) |
Property, plant and equipment, net | 386,401 | 318,620 |
Computers [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 522,108 | 339,221 |
Office Equipment, Furniture and Fittings [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 31,613 | 24,883 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 162,032 | 129,298 |
Motor Vehicles [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 6,184 | 14,624 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 7,296 | 3,464 |
Land [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 22,708 | 20,598 |
Building [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | 2,093 | 814 |
Construction-in-Progress [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, gross | $ 973 | $ 0 |
PROPERTY AND EQUIPMENT, NET - D
PROPERTY AND EQUIPMENT, NET - Depreciation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation [Abstract] | |||
Depreciation expense | $ 169,067 | $ 116,783 | $ 54,902 |
Impairment loss | 0 | 0 | 0 |
Cost of Revenue [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 118,691 | 80,245 | 31,203 |
Sales and Marketing Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 4,965 | 3,200 | 3,712 |
General and Administrative Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | 41,384 | 31,282 | 19,009 |
Research and Development Expenses [Member] | |||
Depreciation [Abstract] | |||
Depreciation expense | $ 4,027 | $ 2,056 | $ 978 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease cost [Abstract] | ||
Operating lease cost | $ 73,273 | $ 51,403 |
Short-term lease cost | 6,451 | 4,669 |
Operating lease cost | 79,724 | 56,072 |
Supplemental cash flow information [Abstract] | ||
Operating cash flows from operating leases | 72,756 | 41,237 |
Right-of-use obtained in exchange for new operating lease liabilities | $ 95,020 | $ 99,129 |
Weighted-average remaining lease term (years) [Abstract] | ||
Operating leases | 3 years 10 months 28 days | 4 years 5 months 4 days |
Weighted Average Discount Rate for Operating and Finance Leases [Abstract] | ||
Weighted average discount rate for operating leases | 8.40% | 9.17% |
Maturities of Operating Lease Liabilities [Abstract] | ||
2021 | $ 77,895 | |
2022 | 80,851 | |
2023 | 72,352 | |
2024 | 34,526 | |
2025 | 23,712 | |
After 2025 | 9,835 | |
Total lease payments | 299,171 | |
Less: Imputed interest | (46,795) | |
Present value of lease liabilities | 252,376 | |
Operating lease that has not yet commenced [Abstract] | ||
Contractual payments | $ 30,404 | $ 12,968 |
Maximum [Member] | ||
Lessee Disclosure [Abstract] | ||
Operating lease term | 10 years | |
Operating lease that has not yet commenced [Abstract] | ||
Lease term | 5 years |
INTANGIBLE ASSETS, NET - Intang
INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | $ 15,020 | $ 12,887 | |
Acquisition of subsidiaries | 27,376 | ||
Additions | 14,626 | 6,883 | |
Disposal of a subsidiary | (5) | ||
Impairment | (5,713) | 0 | $ (5,166) |
Amortization expense | (11,694) | (4,849) | (23,826) |
Written-off | (162) | (2) | |
Exchange differences | 325 | 101 | |
Intangible assets, ending balance | 39,773 | 15,020 | 12,887 |
Licensing Fee [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 5,045 | 1,568 | |
Acquisition of subsidiaries | 0 | ||
Additions | 2,509 | 6,045 | |
Disposal of a subsidiary | 0 | ||
Impairment | (471) | ||
Amortization expense | (3,150) | (2,653) | |
Written-off | 0 | 0 | |
Exchange differences | 13 | 85 | |
Intangible assets, ending balance | 3,946 | 5,045 | 1,568 |
IP Right [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 0 | 124 | |
Acquisition of subsidiaries | 7,400 | ||
Additions | 9,930 | 0 | |
Disposal of a subsidiary | 0 | ||
Impairment | (5,160) | (5,054) | |
Amortization expense | (3,214) | (124) | |
Written-off | 0 | 0 | |
Exchange differences | 186 | 0 | |
Intangible assets, ending balance | 9,142 | 0 | 124 |
Trademarks [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 8,009 | 9,077 | |
Acquisition of subsidiaries | 0 | ||
Additions | 0 | 0 | |
Disposal of a subsidiary | 0 | ||
Impairment | 0 | ||
Amortization expense | (1,068) | (1,068) | |
Written-off | 0 | 0 | |
Exchange differences | 0 | 0 | |
Intangible assets, ending balance | 6,941 | 8,009 | 9,077 |
Technology [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 0 | 0 | |
Acquisition of subsidiaries | 15,200 | ||
Additions | 0 | 0 | |
Disposal of a subsidiary | 0 | ||
Impairment | 0 | ||
Amortization expense | (2,322) | 0 | |
Written-off | 0 | 0 | |
Exchange differences | 0 | 0 | |
Intangible assets, ending balance | 12,878 | 0 | 0 |
Others [Member] | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Intangible assets, beginning balance | 1,966 | 2,118 | |
Acquisition of subsidiaries | 4,776 | ||
Additions | 2,187 | 838 | |
Disposal of a subsidiary | (5) | ||
Impairment | (82) | ||
Amortization expense | (1,940) | (1,004) | |
Written-off | (162) | (2) | |
Exchange differences | 126 | 16 | |
Intangible assets, ending balance | $ 6,866 | $ 1,966 | $ 2,118 |
INTANGIBLE ASSETS, NET - Estima
INTANGIBLE ASSETS, NET - Estimated Aggregate Amortization Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | $ 12,833 | ||
2022 | 7,324 | ||
2023 | 6,153 | ||
2024 | 5,525 | ||
2025 | 4,935 | ||
Thereafter | 3,003 | ||
Total | 39,773 | ||
Impairment | (5,713) | $ 0 | $ (5,166) |
Licensing Fee [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | 2,375 | ||
2022 | 980 | ||
2023 | 398 | ||
2024 | 193 | ||
2025 | 0 | ||
Thereafter | 0 | ||
Total | 3,946 | ||
Impairment | (471) | ||
IP Right [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | 4,964 | ||
2022 | 1,139 | ||
2023 | 1,139 | ||
2024 | 1,139 | ||
2025 | 761 | ||
Thereafter | 0 | ||
Total | 9,142 | ||
Impairment | (5,160) | $ (5,054) | |
Trademarks [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | 1,068 | ||
2022 | 1,068 | ||
2023 | 1,068 | ||
2024 | 1,068 | ||
2025 | 1,068 | ||
Thereafter | 1,601 | ||
Total | 6,941 | ||
Impairment | 0 | ||
Technology [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | 2,533 | ||
2022 | 2,533 | ||
2023 | 2,533 | ||
2024 | 2,533 | ||
2025 | 2,533 | ||
Thereafter | 213 | ||
Total | 12,878 | ||
Impairment | 0 | ||
Others [Member] | |||
Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | 1,893 | ||
2022 | 1,604 | ||
2023 | 1,015 | ||
2024 | 592 | ||
2025 | 573 | ||
Thereafter | 1,189 | ||
Total | 6,866 | ||
Impairment | $ (82) |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Short-term Investments [Abstract] | |||
Short-term deposits, carrying amount | $ 19,523 | $ 30,324 | |
Medium term notes and sovereign bonds, carrying amount | 8,807 | 0 | |
Allowance for credit loss held to maturity, current | 0 | 0 | $ 0 |
Available-for-sale investment | 21,769 | 72,000 | |
Allowance for credit loss available for sale investment, current | 0 | 0 | 0 |
Net unrealized fair value gain, current | 910 | 0 | 0 |
Quoted equity securities investments [Abstract] | |||
Marketable securities carrying amount, current | 76,000 | 0 | |
Marketable securities, unrealized fair value loss | (24,150) | 0 | 0 |
Long-term Investments [Abstract] | |||
Long-term time deposits | 0 | 216 | |
Sovereign bonds | 68,854 | 0 | |
Allowance for credit loss held to maturity, non-current | 0 | 0 | 0 |
Available-for-sale for sale of investments, long-term | 5,276 | 56,418 | |
Net unrealized fair value gain (loss), non-current | (5,303) | (12,869) | 18,269 |
Impairment loss on available-for-sale security | 51,000 | 1,087 | 144 |
Equity Securities [Abstract] | |||
Equity security | 21,419 | 21,665 | |
Impairment loss on equity security | 6,845 | 0 | 710 |
Movement of Equity Investments [Roll Forward] | |||
Beginning balance | 35,498 | 26,309 | 8,740 |
Additions | 12,661 | 13,787 | 24,872 |
Retained interest in a former subsidiary | 49,782 | ||
Share of results | 721 | (3,239) | (3,066) |
Share of other comprehensive income (loss) | 874 | (315) | (1,097) |
Distribution from investment | (1,210) | (453) | (578) |
Disposal | (523) | ||
Impairment | (3,393) | (68) | (2,562) |
Ending balance | $ 94,933 | $ 35,498 | $ 26,309 |
Minimum [Member] | |||
Short-term Investments [Abstract] | |||
Short-term held to maturity investments, maturity term | 3 months | ||
Long-term Investments [Abstract] | |||
Long-term held to maturity investments, maturity term | 12 months | ||
Long-term available for sale investments, maturity term | 12 months | ||
Maximum [Member] | |||
Short-term Investments [Abstract] | |||
Medium-term notes and sovereign bonds, held to maturity investments, maturity term | 12 months | ||
Short-term available for sale investments, maturity term | 12 months |
ACCRUED EXPENSES AND OTHER PA_3
ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current [Abstract] | ||
Accrued cost of revenue and sales and marketing expenses | $ 598,133 | $ 242,268 |
Accrued interest for convertible notes | 3,203 | 1,374 |
Accrued office-related operating expenses | 2,506 | 2,745 |
Business and other taxes payables | 52,568 | 19,345 |
Other payables | 60,911 | 92,590 |
Escrow payables | 1,028,542 | 513,864 |
Accrued payroll and welfare expenses | 156,725 | 65,969 |
Payables and accruals for purchases of property and equipment | 14,889 | 18,020 |
Deposits payable | 75,012 | 0 |
Finance lease liability | 52 | 1,953 |
Others | 40,920 | 22,677 |
Total Current | 2,033,461 | 980,805 |
Non-current: | ||
Finance lease liability | 85 | 5,309 |
Others | 36,074 | 20,493 |
Total non-current | $ 36,159 | $ 25,802 |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
BORROWINGS [Abstract] | ||
Current | $ 0 | $ 1,258 |
Non-current | 0 | 358 |
Total | $ 0 | $ 1,616 |
BORROWINGS, Interest Rate and R
BORROWINGS, Interest Rate and Repayment Term (Details) - Unsecured Loans [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instruments [Abstract] | ||
Interest rate (%) per annum | 0.00% | |
Minimum [Member] | ||
Debt Instruments [Abstract] | ||
Interest rate (%) per annum | 8.00% | |
Repayment date | Oct. 31, 2020 | |
Maximum [Member] | ||
Debt Instruments [Abstract] | ||
Interest rate (%) per annum | 12.69% | |
Repayment date | Aug. 31, 2021 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current [Abstract] | ||
Convertible notes | $ 0 | $ 29,481 |
Non-current [Abstract] | ||
Convertible notes | 1,840,406 | 1,356,332 |
2017 Convertible Notes [Member] | ||
Current [Abstract] | ||
Convertible notes | 0 | 29,481 |
2023 Convertible Notes [Member] | ||
Non-current [Abstract] | ||
Convertible notes | 41,263 | 453,215 |
2024 Convertible Notes [Member] | ||
Non-current [Abstract] | ||
Convertible notes | 916,560 | 903,117 |
2025 Convertible Notes [Member] | ||
Non-current [Abstract] | ||
Convertible notes | $ 882,583 | $ 0 |
CONVERTIBLE NOTES, 2017 Convert
CONVERTIBLE NOTES, 2017 Convertible Notes (Details) - 2017 Convertible Notes [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Convertible Notes [Abstract] | |||
Aggregate principal amount | $ 675,000 | ||
Interest rate | 5.00% | ||
Amount of outstanding principal converted | $ 10,000 | $ 615,000 |
CONVERTIBLE NOTES, 2023, 2024 a
CONVERTIBLE NOTES, 2023, 2024 and 2025 Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible Notes With Cash Conversion Option [Abstract] | ||||
Equity component | $ 284,727 | $ 240,582 | $ 152,714 | |
Carrying Amount of the Liability Components [Abstract] | ||||
Principal | 2,310,820 | 1,725,000 | ||
Less: unamortized issuance cost and debt discount | (470,414) | (368,668) | ||
Net carrying amount | 1,840,406 | 1,356,332 | ||
Recognized total interest expense for coupon interest | 35,527 | 14,312 | 6,936 | |
Amortization of debt discount | 88,198 | 33,334 | 14,154 | |
Exchange and conversion of Convertible Notes [Abstract] | ||||
Loss on debt extinguishment | $ (24,400) | 0 | $ 0 | |
2023 Convertible Notes [Member] | ||||
Issuance of Convertible Notes and Terms [Abstract] | ||||
Issuance date | Jun. 18, 2018 | |||
Maturity date | Jul. 1, 2023 | |||
Principal amount | $ 575,000 | |||
Interest rate | 2.25% | |||
Initial conversion rate (ADSs per $1 principal amount) | 50.5165 | |||
Outstanding principal amount convert whole or partly in integral multiples | $ 1 | |||
Initial conversion rate per ADS (in dollars per share) | $ 19.80 | |||
Agreed conversion date | Jan. 1, 2023 | |||
Convertible Notes With Cash Conversion Option [Abstract] | ||||
Liability component | $ 410,926 | |||
Effective interest rate | 9.38% | |||
Equity component | $ 152,714 | |||
Debt issuance cost, allocated in proportion to the allocation of proceeds | 11,360 | |||
Carrying Amount of the Liability Components [Abstract] | ||||
Principal | 49,000 | 575,000 | ||
Less: unamortized issuance cost and debt discount | (7,737) | (121,785) | ||
Net carrying amount | 41,263 | 453,215 | ||
Amount of if-converted convertible notes exceeding the principal | $ 443,710 | 593,270 | ||
2024 Convertible Notes [Member] | ||||
Issuance of Convertible Notes and Terms [Abstract] | ||||
Issuance date | Nov. 18, 2019 | |||
Maturity date | Dec. 1, 2024 | |||
Principal amount | $ 1,150,000 | |||
Interest rate | 1.00% | |||
Initial conversion rate (ADSs per $1 principal amount) | 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. 1, 2024 | |||
Convertible Notes With Cash Conversion Option [Abstract] | ||||
Liability component | $ 897,918 | |||
Effective interest rate | 6.03% | |||
Equity component | $ 240,582 | |||
Debt issuance cost, allocated in proportion to the allocation of proceeds | 11,500 | |||
Carrying Amount of the Liability Components [Abstract] | ||||
Principal | 1,112,320 | 1,150,000 | ||
Less: unamortized issuance cost and debt discount | (195,760) | (246,883) | ||
Net carrying amount | 916,560 | 903,117 | ||
Amount of if-converted convertible notes exceeding the principal | $ 3,304,202 | |||
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. 1, 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. 1, 2025 | |||
Convertible Notes With Cash Conversion Option [Abstract] | ||||
Liability component | $ 856,635 | |||
Effective interest rate | 8.21% | |||
Equity component | $ 284,727 | |||
Debt issuance cost, allocated in proportion to the allocation of proceeds | 8,638 | |||
Carrying Amount of the Liability Components [Abstract] | ||||
Principal | 1,149,500 | 0 | ||
Less: unamortized issuance cost and debt discount | (266,917) | 0 | ||
Net carrying amount | 882,583 | $ 0 | ||
Amount of if-converted convertible notes exceeding the principal | $ 1,379,949 | |||
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 | |||
Convertible Notes [Member] | ||||
Exchange and conversion of Convertible Notes [Abstract] | ||||
Amount of outstanding principal converted | $ 564,180 | |||
Convertible Notes [Member] | Forecast [Member] | ||||
Exchange and conversion of Convertible Notes [Abstract] | ||||
Amount of outstanding principal converted | $ 126,543 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) | 12 Months Ended | ||||
Dec. 31, 2020Intallmentshares | Dec. 31, 2019shares | Dec. 31, 2018shares | Jan. 01, 2021shares | Jul. 25, 2019shares | |
Share Options [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Share option granted (in shares) | 5,809,024 | 15,327,884 | 26,500,000 | ||
Options granted contractual term | 10 years | ||||
SARs [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Shares granted (in shares) | 86,149 | 82,722 | |||
Options granted contractual term | 10 years | ||||
Number of substantially equal quarterly installments for vesting | Intallment | 12 | ||||
SARs [Member] | Vesting in First Anniversary Year [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting percentage | 25.00% | ||||
SARs [Member] | Vesting in 12 Substantially Equal Quarterly Installments [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting percentage | 75.00% | ||||
RSUs [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Shares granted (in shares) | 5,034,735 | 6,249,313 | |||
Options granted contractual term | 10 years | ||||
Number of substantially equal quarterly installments for vesting | Intallment | 12 | ||||
RSUs [Member] | Vesting in First Anniversary Year [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting percentage | 25.00% | ||||
RSUs [Member] | Vesting in 12 Substantially Equal Quarterly Installments [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Vesting percentage | 75.00% | ||||
2009 Share Incentive Plan [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Maximum number of shares to all awards under the plan will increase on total ordinary shares, percentage | 5.00% | ||||
2009 Share Incentive Plan [Member] | Class A Ordinary Shares [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Maximum aggregate number of ordinary shares to be issued under Plan (in shares) | 83,000,000 | 123,292,170 | 100,129,938 | 103,129,938 | |
2009 Share Incentive Plan [Member] | Class A Ordinary Shares [Member] | Plan [Member] | |||||
Share-based Payment Arrangement [Abstract] | |||||
Maximum aggregate number of ordinary shares to be issued under Plan (in shares) | 148,888,743 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options [Abstract] | |||
Outstanding, Beginning of period (in shares) | 47,188,554 | 35,706,882 | 11,653,513 |
Granted (in shares) | 5,809,024 | 15,327,884 | 26,500,000 |
Exercised (in shares) | (5,486,180) | (3,736,976) | (2,117,647) |
Forfeited (in shares) | (45,678) | (109,236) | (328,984) |
Outstanding, End of period (in shares) | 47,465,720 | 47,188,554 | 35,706,882 |
Vested and expected to vest (in shares) | 47,465,720 | 47,188,554 | 35,706,882 |
Exercisable (in shares) | 25,298,368 | 19,664,736 | 8,748,351 |
Weighted Average Exercise Price [Abstract] | |||
Outstanding, Beginning of period (in dollars per share) | $ 13.89 | $ 12.54 | $ 5.11 |
Granted (in dollars per share) | 18.59 | 15 | 15 |
Exercised (in dollars per share) | 11.29 | 5.58 | 2.16 |
Forfeited (in dollars per share) | 14.09 | 14.24 | 14.03 |
Outstanding, End of period (in dollars per share) | 14.76 | 13.89 | 12.54 |
Vested and expected to vest (in dollars per share) | 14.76 | 13.89 | 12.54 |
Exercisable (in dollars per share) | $ 13.73 | $ 12.35 | $ 5.25 |
Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term, Outstanding | 7 years 6 months 25 days | 8 years 2 months 4 days | 8 years 4 months 17 days |
Weighted average remaining contractual term, Exercisable | 7 years 10 days | 7 years 4 months 6 days | 6 years 10 days |
Aggregate intrinsic value, Outstanding | $ 8,747,373 | $ 1,242,496 | $ 58,007 |
Aggregate intrinsic value, Exercisable | $ 4,688,260 | $ 548,035 | $ 56,918 |
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Fair value of share options (in dollars per share) | $ 37.86 | $ 12.05 | $ 3.02 |
Aggregate grant date fair value of outstanding options | $ 495,314 | ||
Fair value of share options vested | 88,114 | $ 44,688 | $ 22,390 |
Aggregate intrinsic value of options exercised | 767,203 | $ 64,097 | $ 20,660 |
Unrecognized share-based compensation cost | $ 359,147 | ||
Unrecognized share-based compensation, weighted-average vesting period | 1 year 11 months 1 day | ||
Minimum [Member] | |||
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Risk-free interest rates | 0.39% | 2.34% | 2.75% |
Expected term | 5 years 6 months | 5 years 6 months | 5 years |
Expected volatility | 32.40% | 33.00% | 33.30% |
Fair value of share options (in dollars per share) | $ 13.81 | $ 4.58 | $ 2.52 |
Maximum [Member] | |||
Estimated Fair Value of Options using the Black-Scholes Option Pricing Model [Abstract] | |||
Risk-free interest rates | 1.66% | 2.68% | 2.92% |
Expected term | 7 years 6 months | 8 years 6 months | 7 years |
Expected volatility | 33.70% | 35.00% | 35.20% |
Fair value of share options (in dollars per share) | $ 50.58 | $ 13.59 | $ 3.52 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of RSAs/RSUs [Abstract] | ||||
Unvested, Beginning of Period (in shares) | 8,081,437 | 4,754,972 | 820,207 | |
Granted (in shares) | 5,034,735 | 6,249,313 | 4,983,162 | |
Vested (in shares) | (3,332,063) | (2,131,415) | (309,644) | |
Forfeited (in shares) | (442,181) | (791,433) | (738,753) | |
Unvested, End of period (in shares) | 9,341,928 | 8,081,437 | 4,754,972 | 820,207 |
Weighted average grant date fair value [Abstract] | ||||
Unvested, Beginning of Period (in dollars per share) | $ 18.02 | $ 12.34 | $ 14.43 | |
Granted (in dollars per share) | 72.37 | 20.50 | 12.30 | |
Vested (in dollars per share) | 19.25 | 13.67 | 13.93 | |
Forfeited (in dollars per share) | 28.74 | 15.22 | 13.75 | |
Unvested, End of period (in dollars per share) | $ 46.36 | $ 18.02 | $ 12.34 | $ 14.43 |
Additional Disclosures [Abstract] | ||||
Weighted average remaining contractual life, Unvested | 8 years 7 months 20 days | 8 years 11 months 4 days | 9 years 2 months 1 day | 9 years 7 months 6 days |
Aggregate intrinsic value, Unvested | $ 1,859,511 | $ 325,035 | $ 53,826 | $ 10,933 |
Aggregate grant date fair value of unvested RSA's and RSU's | 433,085 | 145,597 | 58,665 | |
Fair value of share options vested | 64,153 | $ 29,133 | $ 4,314 | |
Unrecognized share-based compensation cost | $ 433,085 | |||
Unrecognized share-based compensation, weighted-average vesting period | 3 years 3 months 21 days |
SHARE BASED COMPENSATION, SARs
SHARE BASED COMPENSATION, SARs granted to Eligible Persons (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Options [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | $ 180,144 | $ 72,754 | $ 42,883 |
Cash received for the exercise in the respective years | 61,949 | 20,867 | 4,574 |
Share Options [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 130 | 244 | 1,292 |
Share Options [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 69 | 156 | 795 |
Share Options [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 179,544 | 71,787 | 39,654 |
Share Options [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 401 | 567 | 1,142 |
RSAs/RSUs [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 97,738 | 42,921 | 15,132 |
RSAs/RSUs [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 4,385 | 1,714 | 2,018 |
RSAs/RSUs [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 10,100 | 3,017 | 1,899 |
RSAs/RSUs [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 37,433 | 26,761 | 7,670 |
RSAs/RSUs [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 45,820 | 11,429 | 3,545 |
SARs [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 12,364 | 1,394 | 106 |
SARs [Member] | Cost of Revenue [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 2,867 | 319 | 24 |
SARs [Member] | Sales and Marketing Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 5,462 | 749 | 52 |
SARs [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | 3,534 | 313 | 30 |
SARs [Member] | Research and Development Expenses [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | $ 501 | $ 13 | $ 0 |
ORDINARY SHARES (Details)
ORDINARY SHARES (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Dec. 31, 2020USD ($)Vote$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Ordinary Shares [Abstract] | |||||
Authorized share capital | $ | $ 7,500,000 | $ 7,500,000 | |||
Proceeds from issuance shares, net of issuance costs | $ | $ 2,970,248 | $ 1,538,802 | $ 4,574 | ||
Class A Ordinary Shares [Member] | |||||
Ordinary Shares [Abstract] | |||||
Ordinary shares, authorized (in shares) | 14,800,000,000 | 14,800,000,000 | 14,800,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0005 | $ 0.0005 | $ 0.0005 | ||
Number of votes per share | Vote | 1 | ||||
Issuance of Class A ordinary shares, net of issuance costs (in shares) | 15,180,000 | 69,000,000 | |||
Number of ordinary shares represented by ADSs (in shares) | 15,180,000 | 69,000,000 | |||
Proceeds from issuance shares, net of issuance costs | $ | $ 2,908,299 | $ 1,517,958 | |||
Class B Ordinary Shares [Member] | |||||
Ordinary Shares [Abstract] | |||||
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0005 | $ 0.0005 | $ 0.0005 | ||
Number of votes per share | Vote | 3 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 1,162,424 | ||
Current year other comprehensive (loss) income | (768) | $ (9,750) | $ 4,498 |
Ending Balance | 3,382,912 | 1,162,424 | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 5,449 | 15,199 | 10,701 |
Ending Balance | 4,681 | 5,449 | 15,199 |
Unrealized Fair Value Gain (Loss) on Available-for-sale Investments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 5,400 | 18,269 | 0 |
Current year other comprehensive (loss) income | (4,419) | (12,869) | 18,269 |
Ending Balance | 981 | 5,400 | 18,269 |
Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 49 | (3,070) | 10,701 |
Current year other comprehensive (loss) income | 3,651 | 3,119 | (13,771) |
Ending Balance | $ 3,700 | $ 49 | $ (3,070) |
RESTRICTED NET ASSETS (Details)
RESTRICTED NET ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Taiwan [Member] | |||
Restricted Net Assets [Abstract] | |||
Percentage of profit after tax to legal reserve fund | 10.00% | ||
Minimum percentage of paid up capital to be maintained as legal reserve | 25.00% | ||
Accumulated reserve in statutory reserve account | $ 99 | $ 33 | $ 33 |
Thailand [Member] | |||
Restricted Net Assets [Abstract] | |||
Accumulated reserve in statutory reserve account | $ 13 | 13 | 13 |
Thailand [Member] | Minimum [Member] | |||
Restricted Net Assets [Abstract] | |||
Percentage of retained earnings to legal reserve | 5.00% | ||
Percentage of capital stock | 10.00% | ||
PRC [Member] | |||
Restricted Net Assets [Abstract] | |||
Accumulated reserve in statutory reserve account | $ 2,251 | 0 | $ 0 |
Indonesia [Member] | |||
Restricted Net Assets [Abstract] | |||
Percentage of profit after tax to legal reserve fund | 20.00% | ||
Statutory Reserve [Member] | |||
Statutory Reserve [Abstract] | |||
At the beginning of the financial year | $ 46 | 46 | |
Transferred from retained earnings | 2,317 | 0 | |
At the end of the financial year | $ 2,363 | $ 46 |
TAXATION, Enterprise income tax
TAXATION, Enterprise income tax (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax expense [Abstract] | ||||||
Current income tax | $ 117,649 | $ 56,296 | $ 7,949 | |||
Deferred tax | (27,451) | (4,333) | (19,797) | |||
Withholding tax expense | 51,442 | 33,901 | 15,936 | |||
Income tax expense | 141,640 | 85,864 | 4,088 | |||
Reconciliation of tax [Abstract] | ||||||
Loss before income tax and share of results of equity investees | (1,483,238) | (1,368,619) | (953,880) | |||
Tax expense computed at tax rate of 17% | (252,150) | (232,665) | (162,160) | |||
Changes in valuation allowance | 403,329 | 265,776 | 197,257 | |||
Non-deductible expenses | 9,554 | 4,207 | 1,797 | |||
Effect of concessionary tax rate and tax reliefs | (82,951) | (42,404) | (6,139) | |||
Withholding tax expense | 51,442 | 33,901 | 15,936 | |||
Foreign earnings at different tax rates | 15,103 | 60,721 | (38,099) | |||
Others | (2,687) | (3,672) | (4,504) | |||
Income tax expense | $ 141,640 | $ 85,864 | $ 4,088 | |||
Singapore [Member] | ||||||
Enterprise Income Tax [Abstract] | ||||||
Statutory corporate income tax rate | 17.00% | 17.00% | 17.00% | |||
Singapore [Member] | Garena Online [Member] | ||||||
Enterprise Income Tax [Abstract] | ||||||
Development and expansion incentive period commencing from January 1, 2012 | 5 years | |||||
Concessionary tax rate | 10.00% | |||||
Indonesia [Member] | ||||||
Enterprise Income Tax [Abstract] | ||||||
Statutory corporate income tax rate | 22.00% | 25.00% | ||||
Indonesia [Member] | Forecast [Member] | ||||||
Enterprise Income Tax [Abstract] | ||||||
Statutory corporate income tax rate | 20.00% | |||||
Philippines [Member] | ||||||
Enterprise Income Tax [Abstract] | ||||||
Statutory corporate income tax rate | 25.00% | 30.00% |
TAXATION, Deferred Tax (Details
TAXATION, Deferred Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets [Abstract] | |||
Property and equipment | $ 2,904 | $ 4,380 | |
Advances from customers | 401 | 507 | |
Deferred revenue | 141,356 | 93,956 | |
Unutilized tax losses and unused capital allowances | 960,998 | 586,944 | |
Provision and accrued expenses | 21,170 | 12,955 | |
Others | 9,082 | 3,967 | |
Valuation allowance | (1,016,676) | (619,272) | |
Total deferred tax assets | 119,235 | 83,437 | |
Deferred tax liabilities [Abstract] | |||
Property and equipment | (2,001) | (1,002) | |
Intangible assets | (433) | (2,577) | |
Deferred channel costs | (13,750) | (9,448) | |
Others | (4,673) | (1,045) | |
Total deferred tax liabilities | (20,857) | (14,072) | |
Net deferred tax assets | 98,378 | 69,365 | |
Tax losses with expiry date | 1,671,044 | $ 1,773,877 | $ 1,131,293 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator [Abstract] | |||
Net loss attributable to ordinary shareholders | $ (1,618,056) | $ (1,462,799) | $ (961,241) |
Denominator [Abstract] | |||
Weighted-average number of shares outstanding-basic and diluted (in shares) | 477,264,888 | 436,601,801 | 338,472,987 |
Basic and diluted loss per share (in dollars per share) | $ (3.39) | $ (3.35) | $ (2.84) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 96,803,578 | 112,988,132 | 130,892,589 |
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) | 6,000,000 | 6,000,000 | |
Consideration received for this issuance shares issued to share depositary bank | $ 0 | $ 0 | |
Settlement of share incentives with shares held by depositary bank (in shares) | 6,109,161 | 5,720,615 | |
Share Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 50,090,731 | 52,188,554 | 50,706,882 |
RSAs/RSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,341,928 | 8,081,437 | 4,754,972 |
Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 37,370,919 | 52,718,141 | 75,430,735 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Parties (Details) | 12 Months Ended | |
Dec. 31, 2020 | ||
Tencent Limited and its affiliates ("Tencent") [Member] | ||
Related Parties [Abstract] | ||
Relationship with the Company | A shareholder of the Company | [1] |
[1] | These are the related parties that have engaged in significant transactions with the Company for the years ended December 31, 2018, 2019 and 2020. |
RELATED PARTY TRANSACTIONS, Tra
RELATED PARTY TRANSACTIONS, Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Abstract] | |||
Amounts due from related parties, current | $ 19,449 | $ 4,735 | |
Amounts due to related parties, current | 42,613 | 34,990 | |
Tencent [Member] | |||
Related Party Transaction [Abstract] | |||
Royalty fee and license fee to | 110,686 | 122,234 | $ 96,713 |
Services provided by | 23,352 | 19,005 | 13,066 |
Issuance of convertible notes to | 0 | 0 | 50,000 |
Interest expense to | 0 | 563 | 2,092 |
Conversion of convertible notes (principal amount) by | 0 | 100,000 | $ 0 |
Amounts due from related parties, current | 553 | 477 | |
Amounts due to related parties, current | $ 38,416 | $ 34,970 |
SEGMENT REPORTING, Information
SEGMENT REPORTING, Information about Segments (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | ||
SEGMENT REPORTING [Abstract] | ||||
Number of reportable segments | Segment | 3 | |||
Segment Information [Abstract] | ||||
Revenue | $ 4,375,664 | $ 2,175,378 | $ 826,968 | |
Operating income (loss) | (1,303,325) | (891,232) | (988,768) | |
Non-operating income (loss), net | (179,913) | (477,387) | 34,888 | |
Income tax expense | (141,640) | (85,864) | (4,088) | |
Share of results of equity investees | 721 | (3,239) | (3,066) | |
Net loss | (1,624,157) | (1,457,722) | (961,034) | |
Other Services [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 131,758 | 195,843 | 83,468 | |
Operating income (loss) | (49,006) | (39,864) | (62,548) | |
Operating Segments [Member] | Digital Entertainment [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 2,015,972 | 1,136,017 | 462,464 | |
Operating income (loss) | 1,016,793 | 529,524 | 69,449 | |
Operating Segments [Member] | E-commerce [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 2,167,149 | 834,295 | 269,578 | |
Operating income (loss) | (1,442,593) | (1,131,771) | (893,489) | |
Operating Segments [Member] | Digital Financial Services [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | 60,785 | 9,223 | 11,458 | |
Operating income (loss) | (520,075) | (116,309) | (34,056) | |
Unallocated expenses [Member] | ||||
Segment Information [Abstract] | ||||
Revenue | [1] | 0 | 0 | 0 |
Operating income (loss) | [1] | $ (308,444) | $ (132,812) | $ (68,124) |
[1] | Unallocated expenses are mainly relating to share-based compensation, general and corporate administrative costs, such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segments results as they are not reviewed by the CODM as part of segment performance. |
SEGMENT REPORTING, Revenue from
SEGMENT REPORTING, Revenue from External Customers Based on Geographical Locations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Information [Abstract] | |||
Consolidated revenue | $ 4,375,664 | $ 2,175,378 | $ 826,968 |
Southeast Asia [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 2,791,894 | 1,378,141 | 581,336 |
Latin America [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 790,308 | 282,618 | 14,713 |
Rest of Asia [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | 655,007 | 489,291 | 229,773 |
Rest of the World [Member] | |||
Segment Information [Abstract] | |||
Consolidated revenue | $ 138,455 | $ 25,328 | $ 1,146 |
SEGMENT REPORTING, Long-lived A
SEGMENT REPORTING, Long-lived Assets (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Customer | Dec. 31, 2019USD ($)Customer | Dec. 31, 2018Customer | |
Segment Information [Abstract] | |||
Long-lived assets | $ 660,729 | $ 516,605 | |
Number of major customers | Customer | 0 | 0 | 0 |
Southeast Asia [Member] | |||
Segment Information [Abstract] | |||
Long-lived assets | $ 509,922 | $ 389,997 | |
Rest of Asia [Member] | |||
Segment Information [Abstract] | |||
Long-lived assets | 128,285 | 119,043 | |
Rest of the World [Member] | |||
Segment Information [Abstract] | |||
Long-lived assets | $ 22,522 | $ 7,565 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | ||
Cash equivalents | $ 74,272 | $ 55,723 |
Money market funds | 537,615 | |
Held to maturity investments | 100,357 | 30,540 |
Available-for-sale investments | 27,045 | 128,418 |
2017 Convertible Notes | (29,481) | |
Equity securities | 76,000 | |
Other assets | 19,024 | |
Share appreciation rights | (11,640) | (1,500) |
Total liabilities, net, at fair value | 285,058 | 721,315 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | ||
Cash equivalents | 74,272 | 55,723 |
Money market funds | 537,615 | |
Held to maturity investments | 100,071 | 30,540 |
Available-for-sale investments | 5,688 | 0 |
2017 Convertible Notes | 0 | |
Equity securities | 76,000 | |
Other assets | 0 | |
Share appreciation rights | (11,640) | (1,500) |
Total liabilities, net, at fair value | 244,391 | 622,378 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Money market funds | 0 | |
Held to maturity investments | 0 | 0 |
Available-for-sale investments | 0 | 0 |
2017 Convertible Notes | 0 | |
Equity securities | 0 | |
Other assets | 0 | |
Share appreciation rights | 0 | 0 |
Total liabilities, net, at fair value | 0 | 0 |
Unobservable Inputs (Level 3) [Member] | ||
Fair Values of Assets and Liabilities Measured on a Recurring Basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Money market funds | 0 | |
Held to maturity investments | 286 | 0 |
Available-for-sale investments | 21,357 | 128,418 |
2017 Convertible Notes | (29,481) | |
Equity securities | 0 | |
Other assets | 19,024 | |
Share appreciation rights | 0 | 0 |
Total liabilities, net, at fair value | $ 40,667 | $ 98,937 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Level 3 Instruments Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Liabilities [Abstract] | |||
Beginning Balance | $ (29,481) | $ (636,716) | $ (726,950) |
Fair value gain (loss) | (87) | (472,877) | 41,259 |
Conversion into Class A ordinary shares | 29,568 | 1,080,112 | 48,975 |
Ending Balance | 0 | (29,481) | (636,716) |
Available-for-Sale Investments, Current [Member] | |||
Level 3 Instruments Measured at Fair Value on a Recurring Basis [Abstract] | |||
Beginning balance | 72,000 | 0 | |
Investment | 72,000 | ||
Conversion into ordinary shares of investee | (72,000) | ||
Addition | 20,429 | ||
Fair value loss (gain) included in other comprehensive income | 910 | ||
Ending balance | 21,339 | 72,000 | 0 |
Available-for-Sale Investments, Non-Current [Member] | |||
Level 3 Instruments Measured at Fair Value on a Recurring Basis [Abstract] | |||
Beginning balance | 56,418 | 70,374 | 19,249 |
Investment | 33,000 | ||
Impairment loss | (51,000) | (1,087) | (144) |
Fair value loss (gain) included in other comprehensive income | (5,400) | (12,869) | 18,269 |
Ending balance | 18 | 56,418 | $ 70,374 |
Other Assets [Member] | |||
Level 3 Instruments Measured at Fair Value on a Recurring Basis [Abstract] | |||
Beginning balance | 0 | ||
Acquisition of subsidiaries | 8,860 | ||
Addition | 13,340 | ||
Disposals | (363) | ||
Write-down | (3,713) | ||
Exchange differences | 900 | ||
Ending balance | $ 19,024 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Commitments [Abstract] | ||
Undrawn credit facilities | $ 6,533 | $ 0 |
Contingencies [Abstract] | ||
Interest receivables on non-performing assets | 2,295 | 0 |
Commitments to Purchase Property and Equipment [Member] | ||
Other Commitments [Abstract] | ||
Commitments | 165,717 | 12,357 |
Committed Licensing Fee Payable for Licensing of Game Titles [Member] | ||
Other Commitments [Abstract] | ||
Commitments | 2,799 | 1,900 |
Commitment to Invest in Certain Companies [Member] | ||
Other Commitments [Abstract] | ||
Commitments | 30,136 | 24,056 |
Minimum [Member] | ||
Other Commitments [Abstract] | ||
Minimum guarantee commitments | $ 24,473 | $ 31,733 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Feb. 28, 2021 |
Subsequent Event [Member] | Composite Capital Management [Member] | |
Business Combination [Abstract] | |
Percentage of interest acquired | 100.00% |