6-K - SE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF1934

For the month of March 2021

Commission File Number: 001-38237

Sea Limited

1 Fusionopolis Place, #17-10, Galaxis

Singapore 138522

(Address of principal executive office)

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

Form 20-F x Form 40-F ¨

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

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

SIGNATURE

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

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

Date: March 2, 2021

EXHIBIT INDEX

Exhibit 99.1 — Press Release

Exhibit 99.1

Sea Limited Reports Fourth Quarter andFull Year 2020 Results

Singapore, March 2, 2021 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2020.

Fourth Quarter 2020 Highlights

§	Group
o	Total GAAP revenue was US$1.6 billion, up 101.6% year-on-year.
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o	Total gross profit was US$533.7 million, up 101.5% year-on-year.
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o	Total adjusted EBITDA^1^ was US$48.7 million compared to US$(104.9) million for the<br>fourth quarter of 2019.
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§	Digital Entertainment
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o	Bookings^2^ were US$1.0 billion, up 111.1% year-on-year.
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o	Adjusted EBITDA^1^ was US$663.5 million, up 149.1% year-on-year.
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o	Adjusted EBITDA represented 65.5% of bookings for the fourth quarter of 2020, compared to 55.5%<br>for the fourth quarter of 2019.
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o	GAAP revenue was US$693.4 million, up 71.6% year-on-year.
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o	Quarterly active users (“QAUs”) reached 610.6 million, an increase of 72.1% year-on-year.
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o	Quarterly paying users grew by 119.5% year-on-year to 73.1 million, and represented 12.0% of QAUs<br>for the fourth quarter compared to 9.4% for the same period in 2019.
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o	Average bookings per user were US$1.7, compared to US$1.4 for the fourth quarter of 2019.
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o	Our self-developed global hit game, Free Fire, was the most downloaded mobile game globally<br>for 2020, according to App Annie^3^, maintaining this leading position for a second consecutive year.
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o	Free Fire continued to be the highest grossing mobile game in Latin America and in Southeast<br>Asia for the fourth quarter and for the full year of 2020, according to App Annie^3^. Free Fire has maintained<br>this leading position for the past six consecutive quarters.
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o	Free Fire was also the highest grossing mobile game in India for the fourth quarter and<br>for the full year of 2020, according to App Annie^3^.
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o	Free Fire related content recorded over 72 billion view counts across YouTube globally in<br>2020, making Free Fire the most viewed mobile-only video game globally on YouTube for both 2019 and 2020. It was also the<br>third most viewed among all video games on YouTube in 2020.
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o	Our esports and community-building efforts continued to attract significant followings in the fourth<br>quarter. Free Fire esports tournaments hosted during the quarter have accumulated over 170 million online views to date.
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§	E-commerce
o	GAAP revenue was US$842.2 million, up 178.3% year-on-year.
---	---
o	GAAP revenue included US$627.6 million of GAAP marketplace revenue^4^, up 175.4% year-on-year,<br>and US$214.6 million of GAAP product revenue^5^, up 187.1% year-on-year.
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o	Gross orders totaled 1.0 billion, an increase of 134.6% year-on-year.
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o	Gross merchandise value (“GMV”) was US$11.9 billion, an increase of 112.5% year-on-year.
---	---
o	Adjusted EBITDA^1^ was US$(427.5) million compared to US$(306.2) million for the fourth<br>quarter of 2019. Adjusted EBITDA loss per order decreased by 41.4% year-on-year to US$0.41, compared to US$0.70 for the fourth<br>quarter of 2019.
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o	In Indonesia, where Shopee is the largest e-commerce platform, it registered over 430 million orders<br>for the market in the fourth quarter, or a daily average of around 4.7 million orders, an increase of over 128% year-on-year. Shopee<br>also ranked first in Indonesia by average monthly active users, total time spent in app on Android, and downloads, in the Shopping<br>category for the fourth quarter and for the full year of 2020, according to App Annie^3^.
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o	Both in Southeast Asia and in Taiwan, Shopee ranked first in the Shopping category by average monthly<br>active users, total time spent in app on Android, and downloads, for the fourth quarter and for the full year of 2020, according<br>to App Annie^3^.
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o	Shopee was also the third most downloaded app globally in the Shopping category for the full year<br>of 2020, according to App Annie^3^.
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o	Shopee is building ever-stronger brand affinity with our communities. Shopee ranked first in YouGov’s<br> “Best APAC Buzz Rankings 2020” and ranked eighth in YouGov’s “Best Global Brands 2020”. Shopee represents<br>one of the only two e-commerce brands in YouGov’s top 10 global brand rankings.
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Full Year 2020 Highlights

§	Group
o	Total GAAP revenue was US$4.4 billion, up 101.1% year-on-year.
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o	Total gross profit was US$1.3 billion, up 123.0% year-on-year.
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o	Total adjusted EBITDA^1^ was US$107.0 million compared to US$(178.6) million for the full<br>year of 2019.
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§	Digital Entertainment
---	---
o	Bookings^2^ were US$3.2 billion, up 80.3% year-on-year, exceeding our recently raised<br>full-year guidance for 2020.
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o	Adjusted EBITDA^1^ was US$2.0 billion, up 94.0% year-on-year.
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o	Adjusted EBITDA represented 62.2% of bookings for the full year of 2020, compared to 57.8% for<br>the full year of 2019.
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o	GAAP revenue was US$2.0 billion, up 77.5% year-on-year.
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§	E-commerce
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o	GAAP revenue was US$2.2 billion, up 159.8% year-on-year.
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o	GAAP revenue included US$1.6 billion of GAAP marketplace revenue^4^, up 155.2% year-on-year,<br>and US$575.4 million of GAAP product revenue^5^, up 173.1% year-on-year.
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o	GAAP revenue plus sales incentives net-off was US$2.5 billion, exceeding our recently raised full-year<br>guidance for 2020.
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o	Gross orders totaled 2.8 billion, an increase of 132.8% year-on-year.
o	Gross merchandise value (“GMV”) was US$35.4 billion, an increase of 101.1% year-on-year.
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o	Adjusted EBITDA^1^ was US$(1.3) billion compared to US$(1.0) billion for the full year<br>of 2019. Adjusted EBITDA loss per order decreased by 46.5% year-on-year to US$0.46, compared to US$0.86 for the full year of 2019.
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Digital Financial Services Update

In the fourth quarter, we continued to see strong growth in the adoption of SeaMoney’s offerings. Our mobile wallet total payment volume exceeded US$2.9 billion for the quarter and US$7.8 billion for the full year of 2020. Moreover, quarterly paying users for our mobile wallet services surpassed 23.2 million in the fourth quarter with monthly paying users in Indonesia surpassing 10 million during the quarter.

We also continued to expand our suite of online and offline third-party use cases and partnerships. We recently expanded our partnership with Google to offer our mobile wallet as a payment option for the Google Play Store in Indonesia, following our partnership with Google in Thailand from March 2020.

Other Updates

Sea has acquired 100% of Composite Capital Management (“Composite”), a Hong Kong-licensed global investment management firm. Composite was founded and is led by David Ma. Its team has a demonstrated track record of successful, long-term investing, and a deep understanding of industry trends and relevant sectors globally.

Concurrent with this acquisition, we are establishing Sea Capital, a platform to manage Sea’s overall investment efforts. David Ma will serve as the Chief Investment Officer of Sea Capital and will report directly to Sea’s Chairman and Group Chief Executive Officer, Forrest Li. Sea Capital will focus on partnering with entrepreneurs using technology to better serve consumers and small businesses. Through Sea Capital, we intend to invest into and support the growth of our broader ecosystem to create value for our users, business partners, and communities. In line with this commitment, we are allocating an initial US$1 billion to be deployed by Sea Capital over the next few years. We believe the addition of the Composite team and the establishment of Sea Capital will further enhance our investment and capital allocation capabilities in support of Sea’s long-term growth strategies.

Separately, Dr. Yan Shuicheng has joined Sea as Group Chief Scientist to build and lead Sea AI Labs. Dr. Yan is a leading expert in the field of artificial intelligence, with a particular focus on computer vision, machine learning and multimedia analysis. He is an ACM Fellow and Fellow of Academy of Engineering Singapore.

Sea AI Labs intends to attract and collaborate with top talent in artificial intelligence with the goal of exploring and developing long-term insights and technologies related to our existing businesses and new opportunities beyond. Dr. Yan and Sea AI Labs will strengthen our capabilities in innovation and research, in line with our commitment to advancing technology to drive the development of the digital economy across our regions.

Guidance

For the full year of 2021, we currently expect bookings for digital entertainment to be between US$4.3 billion and US$4.5 billion. The midpoint of the guidance represents an increase of 38.1% from 2020.

We also expect GAAP revenue for e-commerce to be between US$4.5 billion and US$4.7 billion. The midpoint of the guidance represents an increase of 112.3% from 2020.

^1^ For definitions of total adjusted EBITDA and adjusted EBITDA for digital entertainment and e-commerce segments, please refer to the “Non-GAAP Financial Measures” section.

^2^ GAAP revenue for the digital entertainment segment plus change in digital entertainment deferred revenue. This operating metric is used as an approximation of cash spent by our users in the applicable period that is attributable to our digital entertainment segment.

^3^ Rankings data for App Annie is based on combined data from the Google Play and iOS App Stores, unless otherwise stated. Southeast Asia rankings are based on Indonesia, Malaysia, Philippines, Singapore, Thailand, and Vietnam. Latin America rankings are based on Argentina, Brazil, Chile, Colombia, Mexico, and Uruguay.

^4^ GAAP marketplace revenue mainly consists of transaction-based fees and advertising income and revenue generated from other value-added services.

^5^ GAAP product revenue mainly consists of revenue generated from direct sales.

Unaudited Summary of Financial Results

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

	For the Three Months ended December 31,							For the Full Year ended December 31,
	2019		2020					2019		2020
					YOY%							YOY%
Revenue
Service revenue
Digital Entertainment						71.6	%						77.5	%
E-commerce and other services						121.4	%						116.0	%
Sales of goods						182.7	%						168.7	%
						101.6	%						101.1	%
Cost of revenue
Cost of service
Digital Entertainment		)		)		49.8	%		)		)		61.1	%
E-commerce and other services		)		)		107.6	%		)		)		92.1	%
Cost of goods sold		)		)		170.9	%		)		)		155.8	%
		)		)		101.6	%		)		)		92.7	%
Gross profit						101.5	%						123.0	%
Other operating income						1,108.6	%						1,093.5	%
Sales and marketing expenses		)		)		94.7	%		)		)		88.8	%
General and administrative expenses		)		)		72.3	%		)		)		70.3	%
Research and development expenses		)		)		121.4	%		)		)		125.9	%
Total operating expenses		)		)		80.0	%		)		)		77.3	%
Operating loss		)		)		55.3	%		)		)		46.2	%
Non-operating loss, net		)		)		719.7	%		)^(1)^		)		(62.3	)%
Income tax expense		)		)		22.6	%		)		)		65.0	%
Share of results of equity investees		)				(302.8	)%		)				(122.3	)%
Net loss		)		)		86.1	%		)		)		11.4	%
Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes ^(2)^		)		)		79.3	%		)		)		53.7	%
Basic and diluted loss per share based on net loss<br> excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea<br> Limited’s ordinary shareholders ^(2)^		)		)		64.2	%		)		)		39.0	%
Change in deferred revenue of Digital Entertainment						321.8	%						85.4	%
E-commerce sales incentives net-off						114.3	%						179.4	%
Adjusted<br>EBITDA for Digital Entertainment ^(2)^						149.1	%						94.0	%
Adjusted EBITDA for E-commerce ^(2)^		)		)		39.6	%		)		)		25.3	%
Adjusted EBITDA for<br> Digital Financial Services ^(2)^		)		)		244.2	%		)		)		350.5	%
Adjusted EBITDA for Other Services ^(2)^		)		)		57.9	%		)		)		41.3	%
Unallocated expenses ^(3)^		)		)		(53.7	)%		)		)		15.6	%
Total adjusted EBITDA ^(2)^		)				(146.5	)%		)				(159.9	)%

All values are in US Dollars.

^(1)^ This was primarily due to fair value loss of $472.9 million on the 2017 convertible notes as our share prices significantly exceeded the conversion prices of the 2017 convertible notes.

^(2)^ For a discussion of the use of non-GAAP financial measures, see “Non-GAAP Financial Measures.”

^(3)^ Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the Chief Operating Decision Maker (“CODM”) as part of segment performance.

Three Months Ended December 31, 2020 Compared toThree Months Ended December 31, 2019

Revenue

Our total GAAP revenue increased by 101.6% to US$1.6 billion in the fourth quarter of 2020 from US$777.2 million in the fourth quarter of 2019. The increase was mainly driven by the growth in each of the segments detailed as follows:

•	Digital Entertainment: GAAP revenue increased by 71.6% to US$693.4 million in the fourth<br>quarter of 2020 from US$404.1 million in the fourth quarter of 2019. This increase was primarily due to the increase in our active<br>user base as well as the deepened paying user penetration, and in particular, the continued success of our self-developed game<br>Free Fire.
•	E-commerce and other services: GAAP revenue increased by 121.4% to US$656.6 million in the<br>fourth quarter of 2020 from US$296.5 million in the fourth quarter of 2019. This increase was primarily driven by the growth of<br>our e-commerce marketplace, and positive developments in each of our marketplace revenue streams – transaction-based fees,<br>value-added services, and advertising. It is a result of our commitment to continuously enhance our service offerings as we seek<br>to create greater value for our platform users.
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•	Sales of goods: GAAP revenue increased by 182.7% to US$216.6 million in the fourth quarter<br>of 2020 from US$76.6 million in the fourth quarter of 2019, primarily due to the increase in our product offerings.
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Cost of Revenue

Our total cost of revenue increased by 101.6% to US$1.0 billion in the fourth quarter of 2020 from US$512.4 million in the fourth quarter of 2019.

•	Digital Entertainment: Cost of revenue increased by 49.8% to US$208.4 million in the fourth<br>quarter of 2020 from US$139.1 million in the fourth quarter of 2019. The increase was largely in line with revenue growth in our<br>digital entertainment business. Improvement in gross profit margins was largely due to higher revenue contribution from our self-developed<br>game.
•	E-commerce and other services: Cost of revenue for our e-commerce and other services segment<br>combined increased by 107.6% to US$611.6 million in the fourth quarter of 2020 from US$294.7 million in the fourth quarter of 2019.<br>The increase was primarily due to higher expenses associated with our logistics<br>and other value-added services that we provide to our users, and other costs incurred in line with the growth of our e-commerce<br>marketplace. Improvement in gross profit margins was mainly due to take-rate growth as we continue to roll out tools to better<br>serve our users’ needs.
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•	Cost of goods sold: Cost of goods sold increased by 170.9% to US$212.8 million in the fourth<br>quarter of 2020 from US$78.6 million in the fourth quarter of 2019. The increase was largely in line with the increase in our product<br>offerings.
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Other Operating Income

Our other operating income increased by 1,108.6% to US$72.7 million in the fourth quarter of 2020 from US$6.0 million in the fourth quarter of 2019. The increase in our other operating income was mainly due to the rebates from e-commerce related logistic services provided by third parties.

Sales and Marketing Expenses

Our total sales and marketing expenses increased by 94.7% to US$665.2 million in the fourth quarter of 2020 from US$341.7 million in the fourth quarter of 2019. The table below sets forth the breakdown of the sales and marketing expenses of our major reporting segments. Amounts are expressed in thousands of US dollars (“$”).

	For the Three Months<br> <br>ended December 31,
	2019
Sales and Marketing Expenses
Digital Entertainment		44,547	61,191	37.4	%
E-commerce		254,710	438,475	72.1	%
Digital Financial Services		38,830	152,359	292.4	%

All values are in US Dollars.

•	Digital Entertainment: Sales and marketing expenses increased by 37.4% to US$61.2 million<br>in the fourth quarter of 2020 from US$44.5 million in the fourth quarter of 2019. The increase was primarily due to higher online<br>marketing costs as we continue to deepen the engagement with our gaming community.
•	E-commerce: Sales and marketing expenses increased by 72.1% to US$438.5 million in the fourth<br>quarter of 2020 from US$254.7 million in the fourth quarter of 2019. The increase in marketing expenses was primarily attributable<br>to the ramping up of marketing incentives and brand marketing efforts, as we continue our investments to fully capture the opportunities<br>in our markets.
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•	Digital Financial Services: Sales and marketing expenses increased by 292.4% to US$152.4<br>million in the fourth quarter of 2020 from US$38.8 million in the fourth quarter of 2019. The increase in marketing expenses was<br>mainly due to our efforts to drive adoption of our mobile wallet services.
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General and Administrative Expenses

Our general and administrative expenses increased by 72.3% to US$189.0 million in the fourth quarter of 2020 from US$109.7 million in the fourth quarter of 2019. This increase was primarily due to higher staff compensation and benefit costs as well as increase in office facilities and related expenses.

Research and Development Expenses

Our research and development expenses increased by 121.4% to US$109.5 million in the fourth quarter of 2020 from US$49.5 million in the fourth quarter of 2019, primarily due to the increase in research and development staff force.

Non-operating Income or Losses, Net

Non-operating income or losses consist of interest income, interest expense, investment gain (loss), fair value change for the 2017 convertible notes and foreign exchange gain (loss). We recorded a net non-operating loss of US$124.5 million in the fourth quarter of 2020, compared to a net non-operating loss of US$15.2 million in the fourth quarter of 2019. Our non-operating loss in the fourth quarter of 2020 was primarily due to investment loss arising mainly from the impairment of a private investment made in the prior years, and interest expense on convertible notes.

Income Tax Expense

We had a net income tax expense of US$44.2 million and US$36.0 million in the fourth quarter of 2020 and 2019, respectively. The income tax expense in the fourth quarter of 2020 was primarily due to corporate income tax and withholding tax expenses incurred by our digital entertainment segment.

Net Loss

As a result of the foregoing, we had net losses of US$524.6 million and US$281.9 million in the fourth quarter of 2020 and 2019, respectively.

Net Loss Excluding Share-based Compensationand Changes in Fair Value of the 2017 Convertible Notes

Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$430.7 million and US$240.2 million in the fourth quarter of 2020 and 2019, respectively.

Basic and Diluted Loss Per ShareBased on Net Loss Excluding Share-based Compensation and Changes in Fair Value of the 2017 Convertible Notes Attributable to SeaLimited’s Ordinary Shareholders

Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$0.87 and US$0.53 in the fourth quarter of 2020 and 2019, respectively.

Full Year Ended December 31, 2020 Compared to FullYear Ended December 31, 2019

Revenue

Our total GAAP revenue increased by 101.1% to US$4.4 billion for the full year ended December 31, 2020 from US$2.2 billion for the full year ended December 31, 2019. The increase was mainly driven by the growth in each of the segments detailed as follows:

•	Digital Entertainment: GAAP revenue increased by 77.5% to US$2.0 billion for the full year<br>ended December 31, 2020 from US$1.1 billion for the full year ended December 31, 2019. This increase was primarily due<br>to the increase in our active user base as well as the deepened paying user penetration, and in particular, the continued success<br>of our self-developed game Free Fire.
•	E-commerce and other services: GAAP revenue increased by 116.0% to US$1.8 billion for the<br>full year ended December 31, 2020 from US$822.7 million for the full year ended December 31, 2019. This increase was<br>primarily driven by the growth of our e-commerce marketplace, and positive developments in each of our marketplace revenue streams<br> – transaction-based fees, value-added services, and advertising. It is a result of our commitment to continuously enhance<br>our service offerings as we seek to create greater value for our platform users.
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•	Sales of goods: GAAP revenue increased by 168.7% to US$582.4 million for the full year ended<br>December 31, 2020 from US$216.7 million for the full year ended December 31, 2019, primarily due to the increase in our<br>product offerings.
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Cost of Revenue

Our total cost of revenue increased by 92.7% to US$3.0 billion for the full year ended December 31, 2020 from US$1.6 billion for the full year ended December 31, 2019.

•	Digital Entertainment: Cost of revenue increased by 61.1% to US$702.3 million for the full<br>year ended December 31, 2020 from US$435.9 million for the full year ended December 31, 2019. The increase was largely<br>in line with revenue growth in our digital entertainment business. Improvement in gross profit margins was largely due to higher<br>revenue contribution from our self-developed game.
•	E-commerce and other services: Cost of revenue for our e-commerce and other services segment<br>combined increased by 92.1% to US$1.7 billion for the full year ended December 31, 2020 from US$907.5 million for the full<br>year ended December 31, 2019. The increase was primarily due to higher<br>expenses associated with our logistics and other value-added services that we provide to our users, and other costs incurred in<br>line with the growth of our e-commerce marketplace. Improvement in gross profit margins was mainly due to take-rate growth as we<br>continue to roll out tools to better serve our users’ needs.
---	---
•	Cost of goods sold: Cost of goods sold increased by 155.8% to US$580.7 million for the full<br>year ended December 31, 2020 from US$227.0 million for the full year ended December 31, 2019. The increase was largely<br>in line with the increase in our product offerings.
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Other Operating Income

Our other operating income increased by 1,093.5% to US$189.6 million for the full year ended December 31, 2020 from US$15.9 million for the full year ended December 31, 2019. The increase in our other operating income was mainly due to the rebates from e-commerce related logistic services provided by third parties.

Sales and Marketing Expenses

Our total sales and marketing expenses increased by 88.8% to US$1.8 billion for the full year ended December 31, 2020 from US$969.5 million for the full year ended December 31, 2019. The table below sets forth the breakdown of the sales and marketing expenses of our major reporting segments. Amounts are expressed in thousands of US dollars (“$”).

	For the Full Year<br> <br>ended December 31,
	2019

Sales and Marketing Expenses
Digital Entertainment		108,505	165,319	52.4	%
E-commerce		765,481	1,219,607	59.3	%
Digital Financial Services		78,342	415,418	430.3	%

All values are in US Dollars.

•	Digital Entertainment: Sales and marketing expenses increased by 52.4% to US$165.3 million<br>for the full year ended December 31, 2020 from US$108.5 million for the full year ended December 31, 2019. The increase<br>was primarily due to higher online marketing costs as we continue to deepen the engagement with our gaming community.
•	E-commerce: Sales and marketing expenses increased by 59.3% to US$1.2 billion for the full<br>year ended December 31, 2020 from US$765.5 million for the full year ended December 31, 2019. The increase in marketing<br>expenses was primarily attributable to the ramping up of marketing incentives and brand marketing efforts, as we continue our investments<br>to fully capture the opportunities in our markets.
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•	Digital Financial Services: Sales and marketing expenses increased by 430.3% to US$415.4<br>million for the full year ended December 31, 2020 from US$78.3 million for the full year ended December 31, 2019. The<br>increase in marketing expenses was mainly due to our efforts to drive adoption of our mobile wallet services.
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General and Administrative Expenses

Our general and administrative expenses increased by 70.3% to US$657.2 million for the full year ended December 31, 2020 from US$385.9 million for the full year ended December 31, 2019. This increase was primarily due to higher staff compensation and benefit costs as well as provision for credit losses for our digital financial services business.

Research and Development Expenses

Our research and development expenses increased by 125.9% to US$353.8 million for the full year ended December 31, 2020 from US$156.6 million for the full year ended December 31, 2019, primarily due to the increase in research and development staff force.

Non-operating Income or Losses, Net

Non-operating income or losses consist of interest income, interest expense, investment gain (loss), fair value change for the 2017 convertible notes and foreign exchange gain (loss). We recorded a net non-operating loss of US$179.9 million for the full year ended December 31, 2020, compared to a net non-operating loss of US$477.4 million for the full year ended December 31, 2019. Our non-operating loss for the full year ended December 31, 2020 was primarily due to interest expense on convertible notes. Our non-operating loss for the full year ended December 31, 2019 was primarily due to a fair value loss of US$472.9 million arising from the fair value accounting treatment for the 2017 convertible notes.

Income Tax Expense

We had a net income tax expense of US$141.6 million and US$85.9 million for the full year ended December 31, 2020 and 2019, respectively. The income tax expense for the full year ended December 31, 2020 was primarily due to corporate income tax and withholding tax expenses incurred by our digital entertainment segment.

Net Loss

As a result of the foregoing, we had net losses of US$1.6 billion and US$1.5 billion for the full year ended December 31, 2020 and 2019, respectively.

Net Loss Excluding Share-based Compensationand Changes in Fair Value of the 2017 Convertible Notes

Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$1.3 billion and US$867.8 million for the full year ended December 31, 2020 and 2019, respectively.

Basic and Diluted Loss Per ShareBased on Net Loss Excluding Share-based Compensation and Changes in Fair Value of the 2017 Convertible Notes Attributable to SeaLimited’s Ordinary Shareholders

Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes, was US$2.78 and US$2.00 for the full year ended December 31, 2020 and 2019, respectively.

Webcast and Conference Call Information

The Company’s management will host a conference call today to review Sea’s business and financial performance.

Details of the conference call and webcast are as follows:

Date and time:	7:30 AM U.S.<br>Eastern Time on March 2, 2021
	8:30 PM Singapore / Hong Kong Time on March 2,<br>2021
Webcast link:	https://services.choruscall.com/links/se210302.html
Dial in numbers:	US Toll Free:1-888-317-6003 <br><br>International: 1-412-317-6061 <br><br>United Kingdom: 08-082-389-063	Hong Kong: 800-963-976<br> Singapore: 800-120-5863

Passcode for Participants: 8293261

A replay of the conference call will be available at the Company’s investor relations website (www.sea.com/investor/home). An archived webcast will be available at the same link above.

For enquiries, please contact:

Investors / analysts: ir@sea.com

Media: media@sea.com

About Sea Limited

Sea Limited (NYSE: SE) is a leading global consumer internet company founded in Singapore in 2009. Our mission is to better the lives of consumers and small businesses with technology. We operate three core businesses across digital entertainment, e-commerce, as well as digital payments and financial services, known as Garena, Shopee, and SeaMoney, respectively. Garena is a leading global online games developer and publisher. Shopee is the largest pan-regional e-commerce platform in Southeast Asia and Taiwan. SeaMoney is a leading digital payments and financial services provider in Southeast Asia.

Forward-Looking Statements

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “guidance,” and similar statements. Among other things, statements that are not historical facts, including statements about Sea’s beliefs and expectations, the business, financial and market outlook, and projections from its management in this announcement, as well as Sea’s strategic and operational plans, contain forward-looking statements. Sea may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases, and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Sea’s goals and strategies; its future business development, financial condition, financial results, and results of operations; the growth in, and market size of, the digital entertainment, e-commerce and digital financial services industries in the markets where it operates, including segments within those industries; changes in its revenue, costs or expenditures; its ability to continue to source, develop and offer new and attractive online games and to offer other engaging digital entertainment content; the growth of its digital entertainment, e-commerce and digital financial services businesses and platforms; the growth in its user base, level of user engagement, and monetization; its ability to continue to develop new technologies and/or upgrade its existing technologies; growth and trends of its markets and competition in its industries; government policies and regulations relating to its industries; general economic and business conditions in its markets; and the impact of widespread health developments, including the recent global coronavirus pandemic, and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities) which could materially and adversely affect, among other things, the business and manufacturing activities of its sellers, merchants and logistics providers, the global supply chain including those of its sellers’ and merchants’, and consumer discretionary spending. Further information regarding these and other risks is included in Sea’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Sea undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP financial measures to help evaluate our operating performance:

·	“Net loss excluding share-based<br>compensation and changes in fair value of the 2017 convertible notes” represents net loss before share-based compensation<br>and changes in fair value of convertible notes. This financial measure helps to identify underlying trends in our business that<br>could otherwise be distorted by the effect of certain expenses that are included in net loss. The use of this measure has its limitations<br>in that it does not include all items that impact the net loss or income for the period, and share-based compensation and changes<br>in fair value of convertible notes are significant expenses.
·	“Net loss excluding share-based<br>compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders”<br>represents net loss attributable to Sea Limited’s ordinary shareholders before share-based compensation and changes in fair<br>value of convertible notes. This financial measure helps to identify underlying trends in our business that could otherwise be<br>distorted by the effect of certain expenses that are included in net loss. The use of this measure has its limitations in that<br>it does not include all items that impact the net loss or income for the period, and share-based compensation and changes in fair<br>value of convertible notes are significant expenses.
---	---
·	“Basic and diluted loss per share<br>based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea<br>Limited’s ordinary shareholders” represents net loss excluding share-based compensation and changes in fair value of<br>the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders divided by the weighted average number of<br>shares outstanding during the period.
---	---
·	“Adjusted EBITDA” for our<br>digital entertainment segment represents operating income (loss) before share-based compensation plus (a) depreciation and<br>amortization expenses, and (b) the net effect of changes in deferred revenue and its related cost for our digital entertainment<br>segment. We believe that the segment adjusted EBITDA helps to identify underlying trends in our operating results, enhancing their<br>understanding of the past performance and future prospects.
---	---
·	“Adjusted EBITDA” for our<br>e-commerce segment, digital financial services segment and other services segment represents operating income (loss) before share-based<br>compensation plus depreciation and amortization expenses. We believe that the segment adjusted EBITDA helps to identify underlying<br>trends in our operating results, enhancing their understanding of the past performance and future prospects.
---	---
·	“Total adjusted EBITDA” represents<br>the sum of adjusted EBITDA of all our segments combined, plus unallocated expenses. We believe that the total adjusted EBITDA helps<br>to identify underlying trends in our operating results, enhancing their understanding of the past performance and future prospects.
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These non-GAAP financial measures have limitations as analytical tools. None of the above financial measures should be considered in isolation or construed as an alternative to revenue, net loss/income, or any other measure of performance or as an indicator of our operating performance. These non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to Sea’s data. We compensate for these limitations by reconciling the non-GAAP financial measures to their nearest U.S. GAAP financial measures, all of which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on any single financial measure.

The tables below present selected financial information of our reporting segments, the non-GAAP financial measures that are most directly comparable to GAAP financial measures, and the related reconciliations between the financial measures**.** Amounts are expressed in thousands of US dollars (“$”) except for number of shares & per share data.

	For the Three Months ended December 31, 2020
	Digital Entertainment	E-<br>commerce		Digital <br>Financial<br> Services		Other <br>Services(1)		Unallocated <br>expenses(2)		Consolidated

Operating income (loss)			)		)		)		)		)
Net effect of changes in deferred revenue and its related cost
Depreciation and Amortization
Share-based compensation
Adjusted EBITDA			)		)		)		)

All values are in US Dollars.

	For the Three Months ended December 31, 2019
	Digital <br>Entertainment	E-<br>commerce		Digital <br>Financial<br> Services		Other <br>Services(1)		Unallocated <br>expenses(2)		Consolidated

Operating income (loss)			)		)		)		)		)
Net effect of changes in deferred revenue and its related cost
Depreciation and Amortization
Share-based compensation
Adjusted EBITDA			)		)		)		)		)

All values are in US Dollars.

^(1)^A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

^(2)^ Unallocated expenses are mainly related to share-based compensation and general and corporate administrative costs such as professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the CODM as part of segment performance.

	For the Full Year ended December 31, 2020
	Digital <br>Entertainment	E-<br>commerce		Digital <br>Financial<br> Services		Other <br>Services(1)		Unallocated <br>expenses(2)		Consolidated

Operating income (loss)			)		)		)		)		)
Net effect of changes in deferred revenue and its related cost
Depreciation and Amortization
Share-based compensation
Adjusted EBITDA^(3)^			)		)		)		)

All values are in US Dollars.

	For the Full Year ended December 31, 2019
	Digital <br>Entertainment	E-<br>commerce		Digital <br>Financial<br> Services		Other <br>Services(1)		Unallocated <br>expenses(2)		Consolidated

Operating income (loss)			)		)		)		)		)
Net effect of changes in deferred revenue and its related cost
Depreciation and Amortization
Share-based compensation
Adjusted EBITDA			)		)		)		)		)

All values are in US Dollars.

^(1)^A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

^(3)^ For the full year of 2020, intersegment sales incentives are not included in the adjusted EBITDA calculation for e-commerce, digital financial services and other services segments.

	For the Three Months ended December 31,				For the Year ended December 31,
	2019		2020		2019		2020

Net loss		)		)		)		)
Share-based compensation
Changes in fair value of the 2017 convertible notes
Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes		)		)		)		)
Net (profit) loss attributable to non-controlling interests		)				)
Net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders		)		)		)		)
Weighted average shares used in loss per share computation:
Basic and diluted
Basic and diluted loss per share based on net loss excluding share-based compensation and changes in fair value of the 2017 convertible notes attributable to Sea Limited’s ordinary shareholders		)		)		)		)

All values are in US Dollars.

^(1)^ Fair value loss of $472.9 million on the 2017 convertible notes was recorded as our share prices significantly exceeded the conversion prices of the 2017 convertible notes.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENT OF OPERATIONS

Amountsexpressed in thousands of US dollars (“$”) except for number of shares & per share data

	For the Three Months ended December 31,				For the Year ended December 31,
	2019		2020		2019		2020

Revenue
Service revenue
Digital Entertainment
E-commerce and other services
Sales of goods
Total revenue
Cost of revenue
Cost of service
Digital Entertainment		)		)		)		)
E-commerce and other services		)		)		)		)
Cost of goods sold		)		)		)		)
Total cost of revenue		)		)		)		)
Gross profit
Operating income (expenses):
Other operating income
Sales and marketing expenses		)		)		)		)
General and administrative expenses		)		)		)		)
Research and development expenses		)		)		)		)
Total operating expenses		)		)		)		)
Operating loss		)		)		)		)
Interest income
Interest expense		)		)		)		)
Investment gain (loss), net				)				)
Changes in fair value of convertible notes		)				)^(1)^		)
Foreign exchange loss		)		)		)		)
Loss before income tax and share of results of equity investees		)		)		)		)
Income tax expense		)		)		)		)
Share of results of equity investees		)				)
Net loss		)		)		)		)
Net (profit) loss attributable to non-controlling interests		)				)
Net loss attributable to Sea Limited’s ordinary shareholders		)		)		)		)
Loss per share:
Basic and diluted		)		)		)		)
Weighted average shares used in loss per share computation:
Basic and diluted

All values are in US Dollars.

^(1)^ Fair value loss of $472.9 million on the 2017 convertible notes was recorded as our share prices significantly exceeded the conversion prices of the 2017 convertible notes.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDBALANCE SHEETS

Amountsexpressed in thousands of US dollars (“$”)

	As of December 31,
	2020

ASSETS
Current assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net of allowance for credit losses of 4,083 and 7,978, as of December 31, 2019 and December 31, 2020 respectively
Prepaid expenses and other assets
Loans receivable, net of allowance for credit losses of nil and 20,872, as of December 31, 2019 and December 31, 2020 respectively
Inventories, net
Short-term investments
Amounts due from related parties
Total current assets
Non-current assets
Property and equipment, net
Operating lease right-of-use assets, net
Intangible assets, net
Long-term investments
Prepaid expenses and other assets
Loans receivable, net of allowance for credit losses of nil and 19,612, as of December 31, 2019 and December 31, 2020 respectively
Restricted cash
Deferred tax assets
Goodwill
Total non-current assets
Total assets

All values are in US Dollars.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDBALANCE SHEETS

Amountsexpressed in thousands of US dollars (“$”)

	As of December 31,	As of December 31,
	2019	2020

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable
Accrued expenses and other payables
Advances from customers
Amounts due to related parties
Short-term borrowings
Operating lease liabilities
Deferred revenue
Convertible notes
Income tax payable
Total current liabilities
Non-current liabilities
Accrued expenses and other payables
Long-term borrowings
Operating lease liabilities
Deferred revenue
Convertible notes
Deferred tax liabilities
Unrecognized tax benefits
Total non-current liabilities
Total liabilities

All values are in US Dollars.

UNAUDITED INTERIM CONDENSED CONSOLIDATEDBALANCE SHEETS

Amountsexpressed in thousands of US dollars (“$”)

	As of December 31,		As of December 31,
	2019		2020

Shareholders’equity
Class A Ordinary shares
Class B Ordinary shares
Additional paid-in capital
Accumulated other comprehensive income
Statutory reserves
Accumulated deficit		)		)
Total Sea Limited shareholders’ equity
Non-controlling interests
Total shareholders’ equity
Total liabilities and shareholders’ equity

All values are in US Dollars.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

Amountsexpressed in thousands of US dollars (“$”)

	For the Three months ended December 31,				For the Year ended December 31,
	2019		2020		2019		2020

Net cash (used in) generated from operating activities		)
Net cash used in investing activities		)		)		)		)
Net cash generated from financing activities
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
Net increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of the period/year
Cash, cash equivalents and restricted cash at end of the period/year

All values are in US Dollars.

UNAUDITED SEGMENT INFORMATION

The Company has three reportable segments, namely digital entertainment, e-commerce and digital financial services. The Chief Operating Decision Maker (“CODM”) reviews the performance of each segment based on revenue and certain key operating metrics of the operations and uses these results for the purposes of allocating resources to and evaluating the financial performance of each segment. Amounts are expressed in thousands of US dollars (“$”).

	For the Three Months ended December 31, 2020
	Digital <br>Entertainment	E-<br>commerce		Digital<br> Financial <br>Services		Other<br> Services(1)		Unallocated <br>expenses(2)		Consolidated

Revenue
Operating income (loss)			)		)		)		)		)
Non-operating loss, net											)
Income tax expense											)
Share of results of equity investees
Net loss											)

All values are in US Dollars.

	For the Three Months ended December 31, 2019
	Digital <br>Entertainment	E-<br>commerce		Digital<br> Financial <br>Services		Other <br>Services(1)		Unallocated <br>expenses(2)		Consolidated

Revenue
Operating income (loss)			)		)		)		)		)
Non-operating loss, net											)
Income tax expense											)
Share of results of equity investees											)
Net loss											)

All values are in US Dollars.

^(1)^A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.

	For the Year ended December 31, 2020
	Digital <br>Entertainment	E-<br>commerce		Digital <br>Financial <br>Services		Other<br> Services(1)		Unallocated <br>expenses(2)		Consolidated

Revenue
Operating income (loss)			)		)		)		)		)
Non-operating loss, net											)
Income tax expense											)
Share of results of equity investees
Net loss											)

All values are in US Dollars.

	For the Year ended December 31, 2019
	Digital <br>Entertainment	E-<br>commerce		Digital <br>Financial <br>Services		Other <br>Services(1)		Unallocated <br>expenses(2)		Consolidated

Revenue
Operating income (loss)			)		)		)		)		)
Non-operating loss, net											)
Income tax expense											)
Share of results of equity investees											)
Net loss											)

All values are in US Dollars.

^(1)^A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “Other Services”.