Q2 2018 · NYSE · Aug 21, 2018

SE Sea's Payments Volume Grew 608%. Then Sea Retired the Metric Measuring It.

Sea Limited's net loss nearly tripled again in the second quarter of 2018, to $250.8 million, with Shopee's E-commerce Adjusted EBITDA loss once more driving almost all of the consolidated deterioration. But the sharper finding sits inside Digital Financial Services, where AirPay's headline transaction-volume metric grew 608% year-over-year while the segment's own revenue fell 36% — and management used the same call to announce this was the last quarter it would disclose that metric in its current form.

The Gap That Finally Flipped — And a New One Opened Up Instead

For three straight quarters, this series has flagged the same thing: Sea's press release leads with "Total Adjusted Revenue," a non-GAAP figure that grew faster than audited GAAP revenue, and the gap between the two kept narrowing — 69 points in Q3 2017, 39 points for FY2017, 16 points in Q1 2018. This quarter it didn't just narrow — it inverted. GAAP revenue grew 81.0% year-over-year to $183.8 million, while Total Adjusted Revenue» grew a slower 71.0% to $219.6 million. The audited number is now growing faster than the headline non-GAAP one Sea still puts first in every release.

That's a genuine resolution of the concern flagged in every prior post about this company. But the underlying instinct behind that concern — a gross or adjusted figure obscuring a weaker net number — didn't disappear this quarter, it just moved segments. Digital Financial Services (AirPay) reported GTV» of $2.46 billion, up 608.0% year-over-year, presented as the segment's headline growth number in both the press release and the presentation deck. In the very same quarter, DFS's own adjusted revenue fell 36.1% year-over-year, to $3.4 million. And on the same call where that divergence showed up widest, Chief Strategy Officer Alan Hellawell announced: "this will in fact be the last quarter that we disclose GTV in its current form." See Beyond the Usual for why the timing of that disclosure change is worth more scrutiny than management gave it.

Set that aside and the rest of the quarter reads like a continuation of the last three: net loss nearly tripled again, to $250.8 million from $92.1 million a year earlier, and Total Adjusted EBITDA» loss widened to -$161.9 million from -$50.9 million — a swing of $111.1 million, of which Shopee's own E-commerce Adjusted EBITDA loss ($188.3 million, up from $76.2 million) accounts for essentially all of it once more. Garena and AirPay together remain net positive contributors to the year-over-year change, exactly as in Q1.

The Prescription

Sea should keep pushing e-commerce monetization the way it did this quarter, not just keep scaling GMV. Shopee's take rate» (marketplace revenue excluding product revenue, as a share of GMV) rose to 1.7% in Q2 2018 from 1.1% in Q1 — a real jump in a single quarter — while marketplace revenue itself surged 69.3% quarter-over-quarter against GMV growth of only 14.4%. That's pricing power actually showing up in the numbers, not just volume. A business that can grow its take rate by more than half in one quarter, while sales-and-marketing spend as a share of GMV keeps falling (6.2% this quarter, down from 6.6% in Q1 and 6.8% a year ago), is proving out the platform thesis Sea has been selling since its IPO — and that's the metric to keep leaning into, not GMV headlines.

What Sea should stop doing: retiring a disclosed operating metric in the exact quarter it would show the widest gap between a segment's gross volume and its actual revenue. AirPay's GTV metric is being phased out just as it grew 608% year-over-year while DFS revenue fell 36% — the one quarter a skeptical reader would most want a clean, comparable GTV figure to sit next to that revenue line. Sea says it will "return in the future with disclosure that better captures" e-money adoption; until it does, this reads as reduced transparency landing at a conveniently inconvenient moment, not an upgrade.

Key Financial Metrics

Q2 2018 vs. Q2 2017, all figures in USD as reported (Sea reports in US dollars)

Metric Q2 2018 Q2 2017 YoY
Total GAAP revenue $183.8M $101.5M ✅ +81.0%
Total Adjusted Revenue (non-GAAP)» $219.6M $128.4M ⚠️ +71.0% (see Beyond the Usual)
Gross profit $8.6M (4.7% margin) $25.8M (25.5% margin) ⚠️ Margin fell further, from 5.5% in Q1 2018
Operating loss -$219.5M -$82.5M ⚠️ Loss ~2.7x wider
Net loss (total, incl. non-controlling interests) -$250.8M -$92.1M ⚠️ Loss ~2.7x wider
Adjusted net loss (excl. share-based comp and convertible-note fair-value swing) -$198.7M -$86.9M ⚠️ Loss ~2.3x wider
Total Adjusted EBITDA» -$161.9M -$50.9M ⚠️ Loss ~3.2x wider
Total cash and cash equivalents $1,477.1M (Jun 30, 2018) not disclosed this quarter ⚠️ +26.0% quarter-over-quarter from $1,172.4M (Mar 31, 2018); a year-ago June 2017 balance isn't in this release, so no true YoY cash comparison is available
Net cash used in operating activities (six months, not separately split by quarter) -$283.1M (H1 2018) -$115.7M (H1 2017) ⚠️ Burn ~2.4x wider over six months

Free cash flow still isn't cleanly derivable: the cash flow statement in this release again only gives six-month cumulative operating and investing totals (-$283.1 million and -$61.9 million respectively for H1 2018) without a quarterly split or a capex line separated from other investing activity — the same limitation flagged in the Q1 2018 and Q3 2017 posts. Loss per share is also only disclosed on a six-month basis this release (-$1.39 for H1 2018 vs -$0.94 for H1 2017, on a weighted-average diluted share count of 336,531,721), not broken out for Q2 alone.

Gross margin compression continues to trace to the same source flagged last quarter: cost of revenue for the combined "Others" segments (E-commerce, Digital Financial Services, Other Services) grew 396.3% to $113.2 million against much slower "Others" revenue growth, driven by fulfilment costs (Service by Shopee, Shopee Logistics Service) and direct-sales cost of goods that are still ramping from their late-2017 launch.

The Three Segments, One Quarter Apart

Sea reports three segments — Digital Entertainment (Garena), E-commerce (Shopee), and Digital Financial Services (AirPay) — plus an Other Services bucket below the reportable-segment threshold and a pool of unallocated corporate expenses. This quarter's Ramadan timing matters for reading Shopee's numbers: the "Big Ramadhan Sale" in Indonesia, which management called out by name, ran through May and June and is a genuine seasonal peak for Southeast Asian e-commerce, not a repeatable quarterly baseline.

Digital Entertainment (Garena)

Revenue grew 18.1% year-over-year to $108.0 million, and Adjusted Revenue grew 19.0% to $139.1 million — both a step down from the 26.3%/42.6% growth Garena posted in Q1 2018, and Adjusted Revenue actually fell 4.7% quarter-over-quarter from Q1's $146.0 million. The cause is specific and disclosed, not a demand problem: Vietnam's leading mobile operators restricted prepaid telco-card top-ups for online games starting in April, which management says drove Quarterly Paying Users (QPUs) down to 6.6 million from 7.2 million in Q1. Quarterly Active Users (QAUs) kept growing regardless — up 150.2% year-over-year and 26.8% quarter-over-quarter to 160.6 million — meaning the user base is still expanding even as the paying-user restriction bites, and management says QAUs in Vietnam specifically hit record highs during the quarter. ARPU (average revenue per user, all users) fell again, to $0.9 from $1.8 a year ago and $1.2 in Q1, continuing the dilution-by-growth pattern flagged in the last post. Operating income was essentially flat at $15.1 million (down slightly from $16.0 million), while Adjusted EBITDA» grew 20.8% to $48.6 million — Garena remains the only segment consistently generating a GAAP operating profit.

E-commerce (Shopee)

GMV» reached $2.22 billion, up 170.6% year-over-year and 14.4% quarter-over-quarter — a slower sequential pace than Q1 2018's 23.0% quarter-over-quarter jump (on 199.5% YoY growth, per the Q1 post), but still growing off a much larger base. The real story is take rate: adjusted revenue jumped 74.3% quarter-over-quarter to $58.8 million (comprising $37.3 million marketplace revenue and $21.5 million product revenue), a growth rate more than five times GMV's quarter-over-quarter pace, because take rate excluding product revenue rose to 1.7% from 1.1% (see The Prescription). The operating loss still widened, from -$77.4 million to -$195.0 million — a $117.6 million deterioration that alone accounts for 85.8% of the entire consolidated operating-loss increase — but sales-and-marketing spend as a share of GMV fell to 6.2% from 6.8% a year ago and 6.6% in Q1, the third consecutive quarter of improvement on that specific ratio even as absolute dollar spend ($138.0 million) keeps climbing.

Digital Financial Services (AirPay)

GTV grew 608.0% year-over-year to $2.46 billion — the fastest-growing headline number in the entire release. Segment revenue moved the opposite direction: down 46.3% on a GAAP basis to $2.9 million and down 36.1% on an adjusted basis to $3.4 million, a decline management attributes to shifting focus toward infrastructure rather than user-facing monetization, compounded by the same Vietnam telco restriction hitting DFS's game-top-up-adjacent revenue. Operating loss narrowed to -$7.3 million from -$11.3 million a year earlier, and Adjusted EBITDA loss narrowed to -$6.8 million from -$11.0 million — genuinely the best loss trend of any segment on a percentage basis. But a segment whose core disclosed volume metric grew 608% while its own revenue fell more than a third is not simply "the standout unit-economics story" this series called it after Q1 2018 — see Beyond the Usual for why this divergence, not the loss trend, is this quarter's real AirPay finding.

Segment Comparison

Segment Q2 2018 Revenue Q2 2017 Revenue Q2 2018 Op. Income/(Loss) Q2 2017 Op. Income/(Loss) Key Operating Metric
Digital Entertainment (Garena) $108.0M $91.5M ✅ $15.1M $16.0M QAU 160.6M (+150.2% YoY)
E-commerce (Shopee) $54.7M $1.2M ⚠️ -$195.0M -$77.4M GMV $2,221.8M (+170.6% YoY)
Digital Financial Services (AirPay) $2.9M $5.3M ✅ -$7.3M (improved) -$11.3M GTV $2,463.9M (+608.0% YoY, see Beyond the Usual)
Other Services $18.2M $3.6M ⚠️ -$14.9M -$3.3M
Unallocated expenses -$17.4M -$6.4M Mostly share-based compensation ($14.9M vs. $5.2M a year ago)
Total $183.8M $101.5M -$219.5M -$82.5M

Garena is still the only segment producing a GAAP operating profit, and it did so at a slightly lower dollar figure than a year ago even as revenue grew, because the Vietnam paying-user disruption hit right at the margin. Shopee's operating loss alone widened by $117.6 million — 85.8% of the entire $137.1 million consolidated operating-loss increase, a slightly smaller share than Q1's 92.5% because Other Services and Unallocated Expenses both deteriorated faster this quarter. AirPay's loss trend is the best of any segment, but its revenue-vs-volume divergence is now the sharpest data-quality question in the release (see Beyond the Usual).

Beyond the Usual

AirPay's last quarter of GTV disclosure was also its widest gap between volume and revenue

Digital Financial Services' GTV — the headline metric both the press release and the investor presentation lead with for this segment — grew 608.0% year-over-year to $2.46 billion. In the same quarter, the segment's own adjusted revenue fell 36.1% to $3.4 million, and GAAP revenue fell 46.3% to $2.9 million. This is precisely the gross-metric-obscuring-a-weaker-net-number pattern this series has flagged at the company level in every prior quarter — except this time it shows up at the segment level, on the one metric getting retired. Alan Hellawell told investors on the call, "this will in fact be the last quarter that we disclose GTV in its current form," framing it as a response to "rapid evolution in the value proposition of AirPay" and a need to "update the legacy metrics." That may well be true — GTV mixes buyer-to-Shopee and Shopee-to-seller payment flows that were never meant to approximate AirPay's own revenue base. But retiring the metric in the exact quarter it diverges furthest from revenue, without first explaining why the two moved in opposite directions, reads as reduced transparency at a moment that most needed the opposite.

The gap between adjusted and GAAP revenue didn't just narrow — it flipped

Total Adjusted Revenue — the figure Sea's press release and CFO Tony Hou both cite first ("our second quarter total adjusted revenue was our highest ever at $219.6 million... an increase of 71%") — grew 71.0% year-over-year. Total GAAP revenue, the audited figure disclosed further down in the same release, grew 81.0%. That's the first quarter since Sea's IPO where the non-GAAP figure Sea leads with has actually grown slower than the GAAP figure it's supplementing, a reversal of the 69-point, 39-point, and 16-point gaps flagged after Q3 2017, FY2017, and Q1 2018 respectively. It's a genuinely favorable resolution of a real concern. The reason it's still yellow rather than closed: the release's structure hasn't changed to reflect the reversal — the larger, adjusted figure is still what's quoted first, in the largest type, regardless of which one is actually growing faster this quarter. If the gap reopens in Sea's favor again next quarter, nothing in how the release is written would stop the same framing from resurfacing.

The IPO-created convertible-note charge recurred again, and a second tranche just joined it

The fair-value-accounted 2017 Convertible Notes — a mark-to-market liability only because Sea's October 2017 IPO gave the underlying shares a public price to track (flagged after Q4 2017 and confirmed recurring after Q1 2018) — produced a $37.2 million fair-value loss this quarter, the primary driver of the $30.8 million net non-operating loss (Sea's ADS rose from $11.27 at March 29 to $15.00 at June 29, and this note's value moves with the stock). On top of that, Sea raised a new US$575 million tranche of 2.25% convertible senior notes due 2023 in June 2018 (upsized from an original $400 million target after investor demand, plus a fully-exercised 15% greenshoe) — pushing total convertible debt on the balance sheet to $1.15 billion from $726.9 million at 2017 year-end. This release doesn't specify whether the new notes get the same fair-value treatment as the 2017 notes; if they do, Sea has effectively doubled the size of a liability whose swings already added $56.0 million of non-operating loss across the first half of 2018 alone.

Restricted cash growth reversed, after outpacing the company's own cash all last quarter

Restricted cash (current plus non-current) stood at $156.6 million as of June 30, 2018, essentially flat with the $162.0 million reported for March 31, 2018 — a reversal of the trend flagged after Q1 2018, where restricted cash had grown 65.9% in a single quarter while unrestricted cash fell. This quarter, unrestricted cash grew 26.0% quarter-over-quarter to $1,477.1 million while restricted cash was roughly unchanged, closing most of the gap that had opened up. Neither release explains what specifically secures this balance, though the scale still lines up plausibly with AirPay's role processing Shopee Guarantee buyer-protection payments.

A short-term investment line item that contradicts its own prior-quarter disclosure

This quarter's balance sheet shows a $18.0 million short-term investment as of December 31, 2017 and zero (a dash) as of June 30, 2018. That is the exact opposite of what the Q1 2018 post reported from the previous release, which showed the same $18.0 million line item as zero at December 31, 2017 and $18.0 million at March 31, 2018. Both filings describe the same balance sheet date — December 31, 2017 — with opposite values, and neither release explains the item at all. It's immaterial next to Sea's $1.48 billion cash balance, but a comparative figure for the same historical date shouldn't differ between two consecutive quarterly releases, whatever the underlying cause turns out to be.

What Management Chose to Emphasize on the Call

This was a prepared-remarks-only call again (five pages, no Q&A transcript made available), and the emphasis followed the same pattern as Q1 2018: Forrest Li opened with "I am pleased that we are reporting a strong set of results for this quarter," and CFO Tony Hou's financial recap led with "our second quarter total adjusted revenue was our highest ever" before moving through segment Adjusted EBITDA. The $37.2 million convertible-note fair-value loss again got a single sentence, well after the operating highlights.

What got noticeably more airtime this quarter than in Q1: Garena's geographic expansion story. Forrest Li spent several paragraphs on Free Fire's traction in Brazil and Mexico ("if you walk down the street today in Sao Paulo or Mexico City, you are just as likely to see someone playing a Garena game as you would in Bangkok or Ho Chi Minh City"), citing third-party rankings (App Annie, Sensor Tower) rather than Sea's own disclosed financials — none of Free Fire's non-Southeast-Asia revenue or user contribution is broken out anywhere in the filed numbers. The Vietnam QPU disruption, by contrast, got a brief, specific explanation from Alan Hellawell rather than being glossed over, which is a fair disclosure — it just sits in sharp contrast to how briefly the GTV-metric retirement (see Beyond the Usual) was mentioned, given how much more it actually obscures.

Target Valuation Range

Implied market cap of roughly $5.05 billion (about 6.9x annualized Q2 2018 GAAP revenue / 5.8x Adjusted Revenue), up from $3.78 billion last quarter — still too early to call a real intrinsic-value range beyond that. Sea's ADS rallied 33.1% in the second quarter (from $11.27 to $15.00) after falling 30.4% from its October 2017 IPO-month high to its April 2018 low — a bigger single-quarter swing than the business itself produced in either direction. A credible DCF still requires a visible path to Shopee turning its unit economics, and this quarter's take-rate improvement is a real data point toward that, not yet a basis for one.

Sea's ADS closed at $15.00 on June 29, 2018, up 33.1% from $11.27 at March 29, 2018 — a round-trip back to essentially its October 2017 first-month close, nine months and roughly $700 million of cumulative net losses later.

Market cap buildup Q2 2018
Share price (period-end) $15.00
Shares outstanding (weighted-avg. diluted, 6mo) 336,531,721
Market capitalization ~$5.05B
Peer-multiple sanity check Q1 2018 (ann.) Q2 2018 (ann.) Change
Revenue (GAAP) $620.2M $735.1M
Adjusted Revenue $788.2M $878.2M
Market capitalization ~$3.78B ~$5.05B ⚠️ up
P/S (GAAP revenue) 6.1x 6.9x ⚠️ up
P/S (Adjusted Revenue) 4.8x 5.8x ⚠️ up

Both multiples rose because the share price rallied faster than revenue grew. No EV/EBITDA or P/E multiple is meaningful, since both operating income and net income remain deeply negative, and a genuine DCF or reverse-DCF still isn't attempted here — the same missing input flagged every prior quarter (a credible timeline for Shopee reaching segment profitability) still isn't something this quarter's numbers support projecting with confidence, even with the take-rate improvement factored in.

The market priced Sea more richly this quarter while its consolidated losses kept widening at roughly the same pace as before — the opposite of Q1, where the market got more cautious in the same quarter management got more confident. Neither reaction has yet been tied to an actual change in when the business is expected to turn a profit.


Sea Limited's Second Quarter 2018 Results press release (including unaudited interim condensed consolidated statements of operations, balance sheets, and cash flows), its Q2 2018 investor presentation, and its Q2 2018 earnings call prepared remarks (August 21/22, 2018).