Form 6-K SHOPIFY INC. For: Apr 17

April 17, 2019 7:38 AM




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934



For the month of
April
 
2019

Commission File Number
001-37400
 
 

 Shopify Inc.
(Translation of registrant’s name into English)

150 Elgin Street, 8th Floor
Ottawa, Ontario, Canada K2P 1L4
(Address of principal executive offices)

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
 

Form 40-F
X

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):           


















 
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibit
 
 
 
99.1
Shopify Inc. – 2018 Year In Review
 
 
99.2
Shopify Inc. – Financial Statements for the year ended December 31, 2018
 
 
99.3
Shopify Inc. – Management’s Discussion and Analysis for the year ended December 31, 2018
 
 






SIGNATURES


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.



 
Shopify Inc.
 
(Registrant)
Date:
 
April 17, 2019
 
By:
/s/ Joseph A. Frasca
 
Name: Joseph A. Frasca
Title: Chief Legal Officer and Corporate Secretary



EXHIBIT 99.1 Over the years we’ve also helped foster a large ecosystem 2015 Letter to Shareholders, continued A Year of that has grown up around Shopify. App developers, design Achievements agencies, and theme designers have built businesses of The irst Shopify store was our own. In 2004, we took their own by creating value for merchants on the Shopify First one billion dollars in revenue. something we loved, snowboarding, and built a business platform. Instead of stiling this enthusiastic pool of talent around it. The idea was to set up an online store and and carving out the proits for ourselves, we’ve made a create a snowboarding empire. But there was a problem: point of supporting our partners and aligning their First one billion orders on the the software landscape we encountered seemed to work interests with our own. In order to build long-term value, Shopify platform cumulatively. against our ambitions at every step. Back then, online we decided to forgo short-term revenue opportunities and store software was built for existing big businesses that nurture the people who were putting their trust in Shopify. Fastest-growing software-as- were transitioning online. It was incredibly expensive, As a result, today there are thousands of partners that a-service company in history unnecessarily complex, and infuriatingly inlexible. have built businesses around Shopify by creating custom to achieve $1B in revenue, apps, custom themes, or any number of other services for growing revenue 59% over Shopify merchants. Existing software was not designed with the new 2017. entrepreneur in mind, so we rejected the existing models 2018 and created our own. Our custom software met our needs This is a prime example of how we approach value and so well that we decided to take everything we learned and something that potential investors must understand: we Year in Review shift our business away from snowboards and towards do not chase revenue as the primary driver of our ixing the glaring hole in the ecommerce market. We knew business. Shopify has been about empowering merchants that many future businesses would be created online irst, since it was founded, and we have always prioritized We are achieving what we and software needed to support the irst steps of long-term value over short- term revenue opportunities. entrepreneurship, not just the established big guys. We We don’t see this changing. committed to do four years ago, set out to create the software that we wished would have when we became a public company: existed, and we launched it in 2006 under the name In terms of the value we create, we think that the most make commerce better for everyone. Shopify. important thing that we deliver to our merchants is simplicity. Simplicity isn’t simple. It takes tremendous Original Letter from Tobi, 2015 Tobi, from Original Letter Shopify is exactly this: the only platform you need to build care, discipline, and craftsmanship to take something your empire. Shopify is the irst thing our merchants log inherently complex like commerce and make it intuitive. into in the morning and the last thing they log out of in the We have spent the last decade democratizing commerce, evening. It’s at the heart of their business—a responsibility simplifying it, and making it accessible for businesses of that we take very seriously. Chances are that you’ve all sizes. already bought products through stores that use Shopify and you didn’t even realize it. More than 165,000 stores Today, businesses sell through dozens of dierent use Shopify today. Yet, as a brand, we are virtually channels: online stores, retail stores, wholesale, at pop-up invisible to consumers. This is by design, as our job is to shops, on social networks, through mobile apps or any make our merchants look their very best in every number of other ways. Merchants often hack together interaction they have with consumers. dierent applications and technologies in order to try to address their multi-channel requirements. We’re now showing them that they don’t have to; that their complex Over $8 billion of GMV has already been transacted Revenue $1,073.2M through our platform, with the most recent quarter setup can be reduced to a single, simple platform. By the +59% coming in at over $1 billion. We’ve proven that there’s time we’re done, we think Shopify will have established incredible potential in early-stage entrepreneurs when the “new normal”. they are empowered with great technology. Focusing on inspiring entrepreneurship and helping people iterate I want Shopify to be a company that sees the next their ideas, launch new stores and scale their businesses century. To get us there we not only have to correctly predict future commerce trends and technology, but be creates a sense of solidarity: we did it together. We $673.3M believe that by giving merchants an aordable, easy to the ones that push the entire industry forward. Shopify +73% use solution that helps them sell and run their business, was initially built in a world where merchants were simply Shopify will share in their success as they grow. We’ve looking for a homepage for their business. By accurately shown that it was possible to build a single platform that predicting how the commerce world would be changing, and building what our merchants would need next, we works from the very beginning—an entrepreneur with an $389.3M idea—to a business with millions of orders. And while taught them to expect so much more from their software. +90% many of our larger merchants switched to Shopify based on the quality of our platform, a large number of our These underlying aspirations and values drive our mission: make commerce better for everyone. I hope you’ll join us. $205.3M merchants are “homegrown” and started their businesses +95% with us. I’m incredibly proud of this. Merchant solutions $105M $50.3M +109% Subscriptions solutions $23.7M +112% - Tobi May 2015 2012 2013 2014 2015 2016 2017 2018


 
Taking the Path that Leads to More Entrepreneurs cohort osetscohort thedeclineinrevenue from merchants leaving theplatform. model: theincrease inrevenue from remaining merchants growing withina growth comingfrom illustratesthestrength eachcohort ofourbusiness platformthe Shopify atdierent inourhistory. times Theconsistent revenue The above displays chart theannualrevenue for merchant thatjoined cohorts Revenue By AnnualCohort Monthly Recurring Revenue Merchant Growth Count By In2018 Continent Global Growth Africa 45% 2015 $1.1M 2012 Q1 48% Asia 2016 2013 Q1 Europe 44% 2017 2014 America Q1 North 31% 2018 70% CAGR Oceania 2015 Q1 27% America Pre-2016 2016 2017 2018 2016 South 69% Q1 2017 Q1 December31, 2018 * Revenue andmerchants asat for ourmerchants. objectivesaccomplish these -- are undertaken to partnerships, orinacquisitions platform development, in -- whetherinproduct and Allofourinvestmentsbusiness. and grow ontheir sales operate,making iteasiertostart, empowering merchants, by better for everyone by We are makingcommerce room for learnings. these modelmakesand ourbusiness something thatdidn’t work, discoverythe successful of failure canalsobeviewed as At Shopify, we know that on theirjourney to success. failoften -more thanonce- entrepreneurssuccessful come great but success, With entrepreneurship can We encourage entrepreneurship. USA Canada W Rest ofthe 24% Merchants 12% Reven ue 55% Merchants 70% Revenue 7% Merchants 7% Revenue orld 2018 Q1 $40.9M 7% Merchants 4% Revenue 8% Merchants 6% Revenue Australia UK Simplifying Merchant Operations Orders OnShopify New Products AndFeatures 2018 As ofDecember31, 2018 Portugese. andBrazilian Japanese, German, Italian, * Languagesinclude:French, Spanish, Dashboard Marketing Mobile Languages* 66% +6 methods Payment Local Locations Desktop 34% Protect Fraud 2019 into acompetitive advantage. all helpmerchants turn mobile card reader andmobilephone, in-person payments with a sale (POS) app, whichenables andourpointof businesses; for(AR) accessible small selling withAugmented Reality AR,Shopify whichmakes Pay, ApplePay andGooglePay accelerators suchasShopify since. Ourintegrated checkout to track aheadof the industry desktop, andhave continued devices surpassedthosefrom to merchants from mobile devices. Inearly2016, orders their storefronts viamobile easy for merchants tomanage app in2010, whichmakes it We Mobile launchedtheShopify playbook for nearlyadecade. ofShopify’s part important Mobile deviceshave beenan and securingworking capital. accepting payments, shipping, commonly require, including functionality merchants the broad array ofother Merchant Solutionsaddress platform. Inaddition,our fromaccessible withinthe anddomainseasily themes, also makes apps,custom in-person, Shopify’s platform channels, marketplaces, and social other onlinespaces, over anonlinestore, blogsand mobile, andenablingselling merchants, optimized for feature-rich platform. Builtfor running onanincredibly merchants togetupand subscription packagesenable they love. Shopify’s that aspects oftheirbusiness resources tofocus onthe they canfree upmore time, money, andeort, so platform tosave merchants continually improving the Central toourmissionis ; Catalyzing Merchants’ Sales Buyers From Stores Shopify online shoppers 163 millionin2017 to218millionin2018. merchants’ stores grew onShopify 34% from The numberofconsumers buying from GMV 28 million 2014 $0.7B 2012 online shoppers 57 million 2015 $1.6B +128% 2013 online shoppers 100 million 2016 $3.8B +133% 2014 online shoppers 163 million 2017 $7.7B +105% 2015 online shoppers 218 million 2018 $15.4B +99% 2016 among entrepreneurs. and community-building for education, engagement, new spaceinLos built Angeles Shop Classprograms, andour communityforums,Shopify through blogs, Shopify their brands and businesses our merchants onhow togrow plans. Assuch,we educate and upgrade their Shopify growth Capital, withShopify Shipping,fundtheir Shopify ship more products with process more transactions, revenue we generate asthey on ourplatform, themore The more ourmerchants sell with thoseofourmerchants. Our goalsare closelyaligned $26.3B 2017 +71% $41.1B +56% 2018


 
EXHIBIT 99.2






shop6kcopyimage1a32.jpg

Consolidated Financial Statements
December 31, 2018




Management's Annual Report on Internal Control Over Financial Reporting

Management of the Company, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over the Company's financial reporting. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with United States generally accepted accounting principles.

We, including the Chief Executive Officer and Chief Financial Officer, have assessed the effectiveness of the Company's internal control over financial reporting in accordance with Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, we, including the Chief Executive Officer and Chief Financial Officer, have determined that the Company's internal control over financial reporting was effective as at December 31, 2018. Additionally, based on our assessment, we determined that there were no material weaknesses in the Company's internal control over financial reporting as at December 31, 2018.

The effectiveness of the Company's internal control over financial reporting as at December 31, 2018 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein.


February 12, 2019

/s/ Tobias Lütke
Tobias Lütke
Chief Executive Officer
        
/s/ Amy Shapero
Amy Shapero
Chief Financial Officer


2




Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Shopify Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Shopify Inc. and its subsidiaries, (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for revenues from contracts with customers in 2018.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions

3




are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants
Ottawa, Canada
February 12, 2019

We have served as the Company’s auditor since 2011, which includes periods before the Company became subject to SEC reporting requirements.

4



Shopify Inc.
Consolidated Balance Sheets
Expressed in US $000’s except share amounts
 
 
 
As at 
 
 
 
December 31, 2018
 
December 31, 2017
 
Note
 
$
 
$
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
4
 
410,683

 
141,677

Marketable securities
5
 
1,558,987

 
796,362

Trade and other receivables, net
6
 
41,347

 
21,939

Merchant cash advances and loans receivable, net
7
 
91,873

 
47,101

Other current assets
8
 
26,192

 
18,598

 
 
 
2,129,082

 
1,025,677

Long-term assets
 
 
 
 
 
Property and equipment, net
9
 
61,612

 
50,360

Intangible assets, net
10
 
26,072

 
17,210

Goodwill
11
 
38,019

 
20,317

 
 
 
125,703

 
87,887

Total assets
 
 
2,254,785

 
1,113,564

Liabilities and shareholders’ equity
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable and accrued liabilities
12
 
96,956

 
62,576

Current portion of deferred revenue
13
 
39,180

 
30,694

Current portion of lease incentives
14
 
2,552

 
1,484

 
 
 
138,688

 
94,754

Long-term liabilities
 
 
 
 
 
Deferred revenue
13
 
1,881

 
1,352

Lease incentives
14
 
22,316

 
14,970

Deferred tax liability
20
 
1,132

 
1,388

 
 
 
25,329

 
17,710

Commitments and contingencies
16
 

 

Shareholders’ equity
 
 
 
 
 
Common stock, unlimited Class A subordinate voting shares authorized, 98,081,889 and 87,067,604 issued and outstanding; unlimited Class B multiple voting shares authorized, 12,310,800 and 12,810,084 issued and outstanding
17
 
2,215,936

 
1,077,477

Additional paid-in capital
 
 
74,805

 
43,392

Accumulated other comprehensive income (loss)
18
 
(12,216
)

3,435

Accumulated deficit
 
 
(187,757
)
 
(123,204
)
Total shareholders’ equity
 
 
2,090,768

 
1,001,100

Total liabilities and shareholders’ equity
 
 
2,254,785

 
1,113,564


The accompanying notes are an integral part of these consolidated financial statements.

On Behalf of the Board:
"/s/ Tobias Lütke"    
"/s/ Steven Collins"
Tobias Lütke
Steven Collins
Chairman, Board of Directors
Chairman, Audit Committee


5



Shopify Inc.
Consolidated Statements of Operations and Comprehensive Loss
Expressed in US $000’s, except share and per share amounts


 
 
 
Years ended
 
 
 
December 31, 2018
 
December 31, 2017
 
Note
 
$
 
$
Revenues
 
 
 
 
 
Subscription solutions
21
 
464,996

 
310,031

Merchant solutions
21
 
608,233

 
363,273

 
 
 
1,073,229

 
673,304

Cost of revenues
 
 
 
 
 
Subscription solutions
 
 
100,990

 
61,267

Merchant solutions
 
 
375,972

 
231,784

 
 
 
476,962

 
293,051

Gross profit
 
 
596,267

 
380,253

Operating expenses
 
 
 
 
 
Sales and marketing
 
 
350,069

 
225,694

Research and development
 
 
230,674

 
135,997

General and administrative
 
 
107,444

 
67,719

Total operating expenses
 
 
688,187

 
429,410

Loss from operations
 
 
(91,920
)
 
(49,157
)
Other income
 
 
 
 
 
Interest income, net
 
 
29,436

 
7,850

Foreign exchange gain (loss)
 
 
(2,069
)
 
1,312

 
 
 
27,367

 
9,162

Net loss
 
 
(64,553
)
 
(39,995
)
Other comprehensive income (loss), net of tax
 
 
 
 
 
Unrealized gain (loss) on cash flow hedges
18
 
(15,651
)
 
5,253

Comprehensive loss
 
 
(80,204
)
 
(34,742
)
 
 
 

 

Basic and diluted net loss per share attributable to shareholders
19
 
$
(0.61
)
 
$
(0.42
)
Weighted average shares used to compute basic and diluted net loss per share attributable to shareholders
19
 
105,671,839

 
95,774,897


The accompanying notes are an integral part of these consolidated financial statements.

6




Shopify Inc.
Statements of Changes in Shareholders’ Equity
Expressed in US $000’s except share amounts


 
 
 
 
Common Stock  
 
Additional
Paid-In Capital
$
 
Accumulated Other Comprehensive Income (Loss)
$
 
Accumulated Deficit
$
 
Total
$
 
 
Note
 
Shares
 
Amount $
 
As at December 31, 2016
 
 
 
89,405,480

 
468,494

 
27,009

 
(1,818
)
 
(83,209
)
 
410,476

Exercise of stock options
 
 
 
3,322,993

 
24,959

 
(10,185
)
 

 

 
14,774

Stock-based compensation
 
 
 

 

 
50,535

 

 

 
50,535

Vesting of restricted share units
 
 
 
824,215

 
23,967

 
(23,967
)
 

 

 

Issuance of Class A subordinate voting shares, net of offering costs of $15,518
 
17
 
6,325,000

 
560,057

 

 

 

 
560,057

Net loss and comprehensive loss for the year
 
 
 

 

 

 
5,253

 
(39,995
)
 
(34,742
)
As at December 31, 2017
 
 
 
99,877,688

 
1,077,477

 
43,392

 
3,435

 
(123,204
)
 
1,001,100

Exercise of stock options
 
 
 
2,179,999

 
48,408

 
(17,914
)
 

 

 
30,494

Stock-based compensation
 
 
 

 

 
97,690

 

 

 
97,690

Vesting of restricted share units
 
 
 
935,002

 
48,363

 
(48,363
)
 

 

 

Issuance of Class A subordinate voting shares, net of offering costs of $16,312
 
17
 
7,400,000

 
1,041,688

 

 

 

 
1,041,688

Net loss and comprehensive loss for the year
 
 
 

 

 

 
(15,651
)
 
(64,553
)
 
(80,204
)
As at December 31, 2018
 
 
 
110,392,689

 
2,215,936

 
74,805

 
(12,216
)
 
(187,757
)
 
2,090,768


The accompanying notes are an integral part of these consolidated financial statements.

7



Shopify Inc.
Consolidated Statements of Cash Flows
Expressed in US $000’s
 
 
 
Years ended
 
 
 
December 31, 2018
 
December 31, 2017
 
Note
 
$
 
$
Cash flows from operating activities
 
 
 
 
 
Net loss for the year
 
 
(64,553)

 
(39,995)

Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
Amortization and depreciation
 
 
27,052

 
23,382

Stock-based compensation
 
 
95,720

 
49,163

Provision for uncollectible receivables related to merchant cash advances and loans receivable
7
 
5,922

 
2,606

Unrealized foreign exchange (gain) loss
 
 
1,272

 
(1,604)

Changes in operating assets and liabilities:
 
 
 
 
 
Trade and other receivables
 
 
(32,649)

 
(13,037)

Merchant cash advances and loans receivable
 
 
(50,694)

 
(37,811)

Other current assets
 
 
(10,816)

 
(3,706)

Accounts payable and accrued liabilities
 
 
20,641

 
15,428

Deferred revenue
 
 
9,015

 
10,960

Lease incentives
 
 
8,414

 
2,515

Net cash provided by operating activities
 
 
9,324

 
7,901

Cash flows from investing activities
 
 
 
 
 
Purchase of marketable securities
 
 
(2,447,955)

 
(1,129,263)

Maturity of marketable securities
 
 
1,698,264

 
642,073

Acquisitions of property and equipment
 
 
(27,950)

 
(20,043)

Acquisitions of intangible assets
 
 
(13,595)

 
(4,219)

Acquisition of businesses, net of cash acquired
22
 
(19,397)

 
(15,718)

Net cash used by investing activities
 
 
(810,633)

 
(527,170)

Cash flows from financing activities
 
 
 
 
 
Proceeds from the exercise of stock options
 
 
30,494

 
14,774

Proceeds from public offering, net of issuance costs
17
 
1,041,688

 
560,057

Net cash provided by financing activities
 
 
1,072,182

 
574,831

Effect of foreign exchange on cash and cash equivalents
 
 
(1,867)

 
2,102

Net increase in cash and cash equivalents
 
 
269,006

 
57,664

Cash and cash equivalents – Beginning of Year
 
 
141,677

 
84,013

Cash and cash equivalents – End of Year
 
 
410,683

 
141,677

 
 
 
 
 
 
Non-cash investing activities:
 
 
 
 
 
Acquired property and equipment remaining unpaid
 
 
1,931

 
1,764

Acquired intangible assets remaining unpaid
 
 
322

 

Capitalized stock-based compensation
 
 
1,970

 
1,372


The accompanying notes are an integral part of these consolidated financial statements.

8


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

1.
Nature of Business

Shopify Inc. (“Shopify” or the “Company”) was incorporated as a Canadian corporation on September 28, 2004. The Company’s mission is to make commerce better for everyone. Shopify is the leading cloud-based, multi-channel commerce platform. The Company builds web- and mobile-based software and lets merchants easily set up beautiful online storefronts that are rich with retail functionality. Merchants use the Company's software to run their business across all of their sales channels, including web and mobile storefronts, physical retail locations, social media storefronts, and marketplaces. The Shopify platform provides merchants with a single view of their business and customers across all of their sales channels and enables them to manage products and inventory, process orders and payments, ship orders, build customer relationships, source products, leverage analytics and reporting, and access financing, all from one integrated back office.

The Company’s headquarters and principal place of business are in Ottawa, Canada.

2.
Basis of Presentation and Consolidation

These consolidated financial statements include the accounts of the Company and its directly and indirectly wholly owned subsidiaries including, but not limited to: Shopify Payments (Canada) Inc., incorporated in Canada; Shopify International Limited, incorporated in Ireland; Shopify Capital Inc., incorporated in the state of Virginia in the United States; and Shopify LLC, Shopify Payments (USA) Inc. and Shopify Holdings (USA) Inc., incorporated in the state of Delaware in the United States. All intercompany accounts and transactions have been eliminated upon consolidation.
These consolidated financial statements of the Company have been presented in United States dollars (USD) and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), including the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding financial reporting.

3.
Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements, in accordance with U.S. GAAP, requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates, judgments and assumptions in these consolidated financial statements include: key judgments related to revenue recognition in determining whether the Company is the principal or an agent to the arrangements with merchants, and the estimated period over which contract costs should be amortized; provision for uncollectible receivables related to merchant cash advances and loans; recoverability of deferred tax assets; and fair value of acquired intangible assets. Actual results may differ from the estimates made by management.

Revenue Recognition

The Company's sources of revenue consist of subscription solutions and merchant solutions. The Company principally generates subscription solutions revenue through the sale of subscriptions to the platform. The Company also generates additional subscription solutions revenues from the sale of themes and apps, the registration of domain names, and the collection of variable platform fees. The Company generates merchant solutions revenue by providing additional services to merchants to increase their use of the platform. The majority of the Company's merchant solutions revenue is from fees earned from merchants based on their customer orders processed through Shopify Payments. The Company also earns merchant solutions revenue relating to Shopify Shipping, Shopify Capital, other transaction services and referral fees, as well as from the sale of Point-of-Sale (POS) hardware. Arrangements with merchants do not provide the merchants with the right to take possession of the software supporting the Company’s hosting platform at any time and are therefore

9


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

accounted for as service contracts. The Company’s subscription service contracts do not provide for refunds or any other rights of return to merchants in the event of cancellations.

The Company recognizes revenue to depict the transfer of promised services to merchants in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services by applying the following steps:
Identify the contract with a merchant;
Identify the performance obligations in the contract;
Determine the transaction price;
Allocate the transaction price; and
Recognize revenue when, or as, the Company satisfies a performance obligation.

The Company follows the guidance provided in ASC 606-10, Principal versus Agent Considerations, for determining whether the Company should recognize revenue based on the gross amount billed to a merchant or the net amount retained. This determination is a matter of judgment that depends on the facts and circumstances of each arrangement. The Company recognizes revenue from Shopify Shipping and the sales of apps on a net basis as the Company is not primarily responsible for the fulfillment and does not have control of the promised service, and therefore is the agent in the arrangement with merchants. All other revenue is reported on a gross basis, as the Company has determined it is the principal in the arrangement.
            
Sales taxes collected from merchants and remitted to government authorities are excluded from revenue.
        
The Company's arrangements with merchants can include multiple services or performance obligations, which may consist of some or all of the Company's subscription solutions. When contracts involve various performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under Topic 606. In the case of subscription solutions, the Company has determined that merchants can benefit from the service on its own, and that the service being provided to the merchant is separately identifiable from other promises in the contract. Specifically, the Company considers the distinct performance obligations to be the subscription solution, custom themes, feature-enhancing apps and unique domain names. The total transaction price is determined at the inception of the contract and allocated to each performance obligation based on their relative standalone selling prices. In the case of merchant solutions, the transaction price for each performance obligation is based on an observable standalone selling price that is never bundled, therefore the relative allocation is not required.
        
The Company determined the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration for our subscription solutions include discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical standalone sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by our management, taking into consideration our go-to-market strategy. As the Company's go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices.

The Company generally receives payment from its merchants at the time of invoicing. In all other cases, payment terms and conditions vary by contract type, although terms generally include a requirement for payment within 30 days of the invoice date. In instances where timing of revenue recognition differs from the timing of invoicing and subsequent payment, we have determined our contracts generally do not include a significant financing component.

10


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

Subscription Solutions

Subscription revenue is recognized over time on a ratable basis over the contractual term. The contract terms are monthly, annual or multi-year subscription terms. Revenue recognition begins on the date that the Company’s service is made available to the merchant. Certain subscription contracts have a transaction price that includes a variable component that is based on the merchants' volume of sales. In such cases, the Company uses the practical expedient that allows it to determine the transaction price and recognize revenue in the amount to which the Company has a right to invoice. Payments received in advance of services being rendered are recorded as deferred revenue and recognized ratably over time, over the requisite service period.

Revenue from the sale of separately priced themes and apps is recognized at the time of the sale. The right to use domain names is also sold separately and is recognized ratably over time, over the contractual term, which is generally an annual term. Revenue from themes, as well as apps and domains have been classified within subscription solutions on the basis that they are typically sold at the time the merchant enters into the subscription services arrangement or because they are charged on a recurring basis.
    
Merchant Solutions

Revenues earned from Shopify Payments, Shopify Shipping, other transaction services, and referral fees are recognized at a point in time, at the time of the transaction. For the sale of POS hardware, revenue is recognized at a point in time, based on when ownership passes to the merchant, in accordance with the shipping terms. The Company earns revenue from Shopify Capital, a merchant cash advance (MCA) and loan program for eligible merchants. The Company evaluates identified underwriting criteria such as, but not limited to, historical sales data prior to purchasing the eligible merchant's future receivables, or making a loan, to help ensure collectibility. Under Shopify Capital, the Company purchases a designated amount of future receivables at a discount or makes a loan, and the merchant remits a fixed percentage of their daily sales to the Company, until the outstanding balance has been fully remitted. For Shopify Capital MCA's, the Company applies a percentage of the remittances collected against the merchant's receivable balance, and a percentage, which is related to the discount, as merchant solutions revenue. For Shopify Capital loans, because there is a fixed maximum repayment term, the Company calculates an effective interest rate based on the merchant's expected future payment volume to determine how much of a merchant's repayment to recognize as revenue and how much to apply against the merchant's receivable balance.
    
Capitalized Contract Costs

As part of obtaining contracts with certain merchants, the Company incurs upfront costs such as sales commissions. The Company capitalizes these contract costs, which are subsequently amortized on a systematic basis consistent with the pattern of the transfer of the good or service to which the contract asset relates, which is generally on a straight-line basis over the estimated life of the merchant relationship. In some instances, the Company applies the practical expedient that allows it to determine this estimate for a portfolio of contracts that have similar characteristics in terms of type of service, contract term and pricing. This estimate is reviewed by management at the end of each reporting period as additional information becomes available. For certain contracts where the amortization period of the contract costs would have been one year or less, the Company uses the practical expedient that allows it to recognize the incremental costs of obtaining those contracts as an expense when incurred and not consider the time value of money.

Cost of Revenues

The Company’s cost of revenues consists of payments for Themes and Domain registration, credit card fees, third-party infrastructure and hosting costs, an allocation of costs incurred by both the operations and support functions, and amortization of capitalized software development costs. In addition, included in the cost of merchant solutions are costs associated with credit card processing, and the cost of POS hardware.


11


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

Software Development Costs

Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses, contractor and consultant fees, stock-based compensation, and corporate overhead allocations, including depreciation.

The Company capitalizes certain development costs incurred in connection with its internal use software. These capitalized costs are related to the development of its software platform that is hosted by the Company and accessed by its merchants on a subscription basis as well as material internal infrastructure software. Costs incurred in the preliminary stages of development are expensed as incurred. The Company capitalizes all direct and incremental costs incurred during the application development phase, until such time when the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing.

The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Capitalized costs are recorded as part of intangible assets in the consolidated balance sheets and are amortized on a straight-line basis over their estimated useful lives of two or three years. Maintenance costs are expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs included in sales and marketing expenses during the years ended December 31, 2018 and 2017 were $131,434 and $92,031 respectively.

Operating Leases

The total payments and costs associated with operating leases, including leases that contain lease inducements and uneven payments, are aggregated and amortized on a straight-line basis over the expected lease term of each respective agreement.

Stock-Based Compensation

The accounting for stock-based awards is based on the fair value of the award measured at the grant date. Accordingly, stock-based compensation cost is recognized in the Consolidated Statements of Operations and Comprehensive Loss as an operating expense over the requisite service period.

The fair value of stock options is determined using the Black-Scholes option-pricing model, single option approach. An estimate of forfeitures is applied when determining compensation expense. The Company determines the fair value of stock option awards on the date of grant using assumptions regarding expected term, share price volatility over the expected term of the awards, risk-free interest rate, and dividend rate. All shares issued under the Company's Fourth Amended and Restated Stock Option Plan (Legacy Option Plan), the Amended and Restated Stock Option Plan (Stock Option Plan), and the Amended and Restated Long Term Incentive Plan (Long Term Incentive Plan) are from treasury.

The fair value of restricted share units (RSUs) is measured using the fair value of the Company's shares as if the RSUs were vested and issued on the grant date. An estimate of forfeitures is applied when determining compensation expense. All shares issued under the Company's Long Term Incentive Plan (LTIP) are from treasury.

Income Taxes

Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in

12


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.

The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more-likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more-likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements.
    
Earnings Per Share

Basic earnings per share are calculated by dividing net earnings attributable to common equity holders of the Company by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings per share are calculated by dividing net earnings attributable to common equity holders of the Company by the weighted average number of shares of common stock outstanding during the year, plus the effect of dilutive potential common stock outstanding during the year. This method requires that diluted earnings per share be calculated (using the treasury stock method) as if all dilutive potential common stock had been exercised at the latest of the beginning of the year or on the date of issuance, as the case may be, and that the funds obtained thereby (plus an amount equivalent to the unamortized portion of related stock-based compensation costs) be used to purchase common stock of the Company at the average fair value of the common stock during the year.

Foreign Currency Transactions

The functional and reporting currency of the Company and its subsidiaries is the USD. Monetary assets and liabilities denominated in foreign currencies are re-measured to USD using the exchange rates at the consolidated balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in USD using historical exchange rates. Revenues and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded in the Company’s Consolidated Statements of Operations and Comprehensive Loss as Foreign exchange gain (loss), with the exception of foreign exchange forward contracts used for hedging which are re-measured in Other Comprehensive Income (Loss) and the gain (loss) is then reclassified into earnings to either cost of revenue or operating expenses in the same period, or period, during which the hedged transaction affects earnings.

Cash and Cash Equivalents

The Company considers all short term highly liquid investments purchased with original maturities at their acquisition date of three months or less to be cash equivalents.
    
Marketable Securities

The Company’s marketable securities consist of U.S. and Canadian federal agency bonds, U.S. term deposits, corporate bonds and money market funds, and mature within 12 months from the date of purchase. Marketable securities are classified as held-to-maturity at the time of purchase and this classification is re-evaluated as of each consolidated balance sheet date. Held-to-maturity securities represent those securities that the Company has both the intent and ability to hold to maturity and are carried at amortized cost, which approximates their fair market value. Interest on these securities, as well as amortization/accretion of premiums/discounts, are included in interest income. All investments are assessed as to whether any unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss.

13


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts


Fair Value Measurements 

The carrying amounts for cash and cash equivalents, marketable securities, trade and other receivables, merchant cash advances receivable, loans, foreign exchange contracts, trade accounts payable and accruals, and employee related accruals approximate fair value due to the short-term maturities of these instruments.

The Company measures the fair value of its financial assets and liabilities using a fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value.

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Derivatives and Hedging

The majority of the Company's derivative products are foreign exchange forward contracts, which are designated as cash flow hedges of foreign currency forecasted expenses. By their nature, derivative financial instruments involve risk, including the credit risk of non-performance by counter parties. The Company may hold foreign exchange forward contracts to mitigate the risk of future foreign exchange rate volatility related to future Canadian dollar (CAD) denominated costs and current and future obligations.

The Company's foreign currency forward contracts generally have maturities of twelve months or less. The critical terms match method is used when the key terms of the hedging instrument and that of the hedged item are aligned; therefore, the changes in fair value of the forward contracts are recorded in accumulated other comprehensive income (AOCI). The effective portion of the gain or loss on each forward contract is reported as a component of AOCI and reclassified into earnings to either cost of revenue or operating expense in the same period, or periods, during which the hedged transaction affects earnings. The ineffective portion of the gains or losses, if any, is recorded immediately in other income (expense).

For hedges that do not qualify for the critical terms match method of accounting, a formal assessment is performed to verify that derivatives used in hedging transactions continue to be highly effective in offsetting the changes in fair value or cash flows of the hedged item. Hedge accounting is discontinued if a derivative ceases to be highly effective, matures, is terminated or sold, if a hedged forecasted transaction is no longer probable of occurring, or if the Company removes the derivative's hedge designation. For discontinued cash flow hedges, the accumulated gain or loss on the derivative remains in AOCI and is reclassified into earnings in the period in which the previously hedged forecasted transaction impacts earnings or is no longer probable of occurring.

In addition, the Company has a master netting agreement with each of the Company's counterparties, which permits net settlement of multiple, separate derivative contracts with a single payment. The Company presents its derivative instruments on a net basis in the consolidated financial statements.





14


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

Provision for Uncollectible Receivables Related to Merchant Cash Advances and Loans

Merchant cash advance receivables and loans represent the aggregate amount of Shopify Capital related receivables owed by merchants as of the consolidated balance sheet date, net of an allowance for uncollectible amounts. The Company estimates the allowance based on an assessment of various factors, including historical trends, merchants' gross merchandise volume, and other factors that may affect the merchants' ability to make future payments on the receivables. Additions to the allowance are reflected in current operating results, while charges against the allowance are made when losses are incurred. These additions are classified within general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. Recoveries are reflected as a reduction in the allowance for uncollectible receivables related to merchant cash advances and loans when the recovery occurs.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Computer equipment is depreciated over the shorter of three years or their estimated useful lives while office furniture and equipment are depreciated over four years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of their associated leases, which range from three to fifteen years.

The carrying values of property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. The determination of whether any impairment exists includes a comparison of estimated undiscounted future cash flows anticipated to be generated over the remaining life of the asset to the net carrying value of the asset. If the estimated undiscounted future cash flows associated with the asset are less than the carrying value, an impairment loss will be recorded based on the estimated fair value.
 

Intangible Assets

Intangible assets are stated at cost, less accumulated amortization. Amortization is calculated using the straight-line method over the estimated useful lives of the related assets. Purchased software, acquired technology, acquired customer relationships, and capitalized software development costs are amortized into cost of revenues and operating expenses over a two or three year period, depending on the nature of the asset.

The carrying values of intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. The determination of whether any impairment exists includes a comparison of estimated undiscounted future cash flows anticipated to be generated over the remaining life of the asset to the net carrying value of the asset. If the estimated undiscounted future cash flows associated with the asset are less than the carrying value, an impairment loss will be recorded based on the estimated fair value.
    
Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of net assets of a business acquired in a business combination. Goodwill is not amortized, but instead tested for impairment at least annually. Should certain events or indicators of impairment occur between annual impairment tests, the Company will perform the impairment test as those events or indicators occur. Examples of such events or circumstances include the following: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s fair value; a significant adverse change in the business climate; and slower growth rates.

Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative assessment considers the following factors: macroeconomic conditions, industry and

15


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

market considerations, cost factors, overall company financial performance, events affecting the reporting unit, and changes in the Company’s fair value. If the reporting unit does not pass the qualitative assessment, the Company carries out a quantitative test for impairment of goodwill. This is done by comparing the fair value of the reporting unit with the carrying value of its net assets. If the fair value of the reporting unit is greater than its carrying value, no impairment results. If the fair value of the reporting unit is less than its carrying value, an impairment loss would be recognized in the Consolidated Statements of Operations and Comprehensive Loss in an amount equal to that difference, limited to the total amount of goodwill allocated to that reporting unit. The Company has one reporting unit and evaluates goodwill for impairment at the entity level.

Business Combinations
    
The Company follows the acquisition method to account for business combinations in accordance with ASC 805, Business Combinations. The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their estimated fair values on the date of a business acquisition. The excess of the purchase price over the estimated fair value is recorded as goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded in the consolidated statements of operations and comprehensive loss.

Segment Information

The Company’s chief operating decision maker (CODM) is a function comprised of two executives, specifically the Chief Executive Officer and the Chief Financial Officer. The CODM is the highest level of management responsible for assessing Shopify’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization, and delegations of authority. Management has determined that the Company operates in a single operating and reportable segment.

Concentration of Credit Risk

The Company’s cash and cash equivalents, marketable securities, trade and other receivables, merchant cash advances and loans receivable, and foreign exchange derivative products subject the Company to concentrations of credit risk. Management mitigates this risk associated with cash and cash equivalents by making deposits and entering into foreign exchange derivative products only with large banks and financial institutions that are considered to be highly credit worthy. Management mitigates the risks associated with marketable securities by adhering to its investment policy, which stipulates minimum rating requirements, maximum investment exposures and maximum maturities. Due to the Company’s diversified merchant base, there is no particular concentration of credit risk related to the Company’s trade and other receivables and merchant cash advances and loans receivable. Trade and other receivables and merchant cash advances and loans receivable are monitored on an ongoing basis to ensure timely collection of amounts. The Company has mitigated some of the risks associated with Shopify Capital by entering into an agreement with a third party to insure merchant cash advances offered by Shopify Capital. There are no receivables from individual merchants accounting for 10% or more of revenues or receivables.

Interest Rate Risk

Certain of the Company’s cash, cash equivalents and marketable securities earn interest. The Company’s trade and other receivables, accounts payable and accrued liabilities and lease liabilities do not bear interest. The Company is not exposed to material interest rate risk.

Foreign Exchange Risk

The Company’s exposure to foreign exchange risk is primarily related to fluctuations between the CAD and the USD. The Company is exposed to foreign exchange fluctuations on the revaluation of foreign currency

16


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

assets and liabilities. The Company uses foreign exchange derivative products to manage the impact of foreign exchange fluctuations. By their nature, derivative financial instruments involve risk, including the credit risk of non-performance by counter parties.

While the majority of the Company's revenues and cost of revenues are denominated in USD, a significant portion of operating expenses are incurred in CAD. As a result, earnings are adversely affected by an increase in the value of the CAD relative to the USD.

The following table summarizes the effects on revenues, cost of revenues, operating expenses, and loss from operations of a 10% strengthening(1) of the CAD versus the USD without considering the impact of the Company's hedging activities and without factoring in any potential changes in demand for the Company's solutions as a result of changes in the CAD to USD exchange rates:
 
Years ended
 
December 31, 2018
 
December 31, 2017
 
GAAP Amounts As Reported
$
Exchange Rate Effect (2)
$
At 10% Stronger CAD Rate (3)
$
 
GAAP Amounts As Reported
$
Exchange Rate Effect (2)
$
At 10% Stronger CAD Rate (3)
$
 
(in thousands)
Revenues
$
1,073,229

$
1,857

$
1,075,086

 
$
673,304

$
1,104

$
674,408

Cost of revenues
(476,962
)
(3,302
)
(480,264
)
 
(293,051
)
(2,131
)
(295,182
)
Operating expenses
(688,187
)
(30,275
)
(718,462
)
 
(429,410
)
(19,068
)
(448,478
)
Loss from operations
$
(91,920
)
$
(31,720
)
$
(123,640
)
 
$
(49,157
)
$
(20,095
)
$
(69,252
)

(1) A 10% weakening of the CAD versus the USD would have an equal and opposite impact on our revenues, cost of revenues, operating expenses and loss from operations as presented in the table.
(2) Represents the increase or decrease in GAAP amounts reported resulting from a 10% strengthening in the CAD-USD foreign exchange rates.
(3) Represents the outcome that would have resulted had the CAD-USD rates in those periods been 10% stronger than they actually were, excluding the impact of our hedging program and without factoring in any potential changes in demand for the Company's solutions as a result of changes in the CAD-USD exchange rates.

Accounting Pronouncements Adopted in the Year
    
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The new accounting standards update requires an entity to apply a five step model to recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, as well as a cohesive set of disclosure requirements that would result in an entity providing comprehensive information about the nature, timing, and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. In March 2016, the Financial Accounting Standards Board issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net), updating the implementation guidance on principal versus agent considerations in the new revenue recognition standard. This update clarifies that an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. The update also includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, which provides clarification on how to assess collectibility, present sales taxes, treat non-cash consideration, and account for completed and modified contracts at the time of transition. ASU 2016-12 also clarifies that an entity retrospectively applying the guidance in Topic 606 is not required to disclose the effect of the accounting change in the period of adoption.


17


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

The Company adopted this new revenue standard effective January 1, 2018, using the full retrospective method. There was no impact on previously reported results.

The most significant impact of adoption of the new revenue standard in the current year relates to the Company's accounting for incremental costs of obtaining a contract. Specifically, the Company is required to recognize as an asset the incremental sales commission costs of obtaining a contract with a merchant, if the Company expects to recover these costs. The contract assets are subsequently amortized on a systematic basis consistent with the pattern of the transfer of the good or service to which the asset relates to, which in the Company's case, is on a straight-line basis over the estimated life of the related merchant relationship. The adoption of the new revenue standard did not have an impact on the timing and amount of revenue recognition, or on cash from or used in operating, investing, or financing activities.

In January 2017, the Financial Accounting Standards Board issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. The standard is effective for annual periods beginning after December 15, 2019 but the Company opted for early adoption for the goodwill impairment test that was completed as of September 30, 2018. The adoption of this standard did not have an impact on the Company's annual goodwill impairment test because the estimated fair value of the reporting unit was greater than its carrying amount.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, Leases, which requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. The standard requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This standard also requires classification of all cash payments within operating activities in the statement of cash flows. In July 2018, the Financial Accounting Standards Board issued ASU No. 2018-11, Leases - Targeted Improvements, which provides an additional transition method. The Company will adopt the standard effective January 1, 2019 using a modified retrospective approach and applying the transition method that does not require adjustments to comparative periods nor require modified disclosures in the comparative periods. The Company will elect the package of practical expedients to not reassess whether a contract is or contains a lease, lease classification and initial direct costs for contracts that expired or existed prior to the effective date. As the lessee to material operating leases, the standard will have a material impact on the Company's consolidated balance sheets, but will not have an impact on its consolidated statements of operations. While the adoption remains in progress, the Company expects that the most significant impact will be the recognition of right-of-use assets and lease liabilities for the Company's operating leases. The Company has completed its process to identify the population of lease arrangements and it is nearing the completion of applying the new leasing standard to each arrangement. The Company has also determined the incremental borrowing rate for each arrangement.

In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which will replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates on loans, trade and other receivables, held-to-maturity debt securities, and other instruments. The update is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. Early adoption is permitted. The Company is currently assessing the impact of this new standard.

In August 2018, the Financial Accounting Standards Board issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-

18


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

use software. The update is effective for annual periods beginning after December 15, 2019 including interim periods within those periods and can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

4.
Cash and Cash Equivalents

As at December 31, 2018 and 2017, the Company’s cash and cash equivalents balance was $410,683 and $141,677, respectively. These balances included $292,290 and $61,263, respectively, of money market funds, repurchase agreements and commercial paper.

5.
Financial Instruments

As at December 31, 2018, the carrying amount and fair value of the Company’s financial instruments were as follows:
 
Level 1    
$
 
Level 2    
$
 
Level 3    
$
 
Carrying Amount
Fair Value
 
Carrying Amount
Fair Value
 
Carrying Amount
Fair Value
Assets:
 
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
 
Commercial paper


 
4,994

4,994

 


Repurchase agreements


 
60,000

60,005

 


Marketable securities:
 
 
 
 
 
 
 
 
U.S. term deposits
127,500

128,241

 


 


U.S. federal bonds
230,898

231,299

 


 


Canadian federal bonds
19,967

19,962

 


 


Corporate bonds and commercial paper


 
1,180,622

1,182,437

 


 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivative liabilities:
 
 
 
 
 
 
 
 
Foreign exchange forward contracts


 
12,216

12,216

 



The fair values above include accrued interest of $5,109, which is excluded from the carrying amounts. The accrued interest is included in Trade and other receivables in the Consolidated Balance Sheets.


19


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

As at December 31, 2017, the carrying amount and fair value of the Company’s financial instruments were as follows: 
 
Level 1   
 
Level 2
$
 
Level 3
$
 
Carrying Amount
Fair Value
 
Carrying Amount
Fair Value
 
Carrying Amount
Fair Value
Assets:
 
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
 
Corporate bonds and commercial paper


 
9,965

9,965

 


Marketable securities:
 
 
 
 
 
 
 
 
U.S. term deposits
65,000

65,284

 


 


U.S. federal bonds
119,074

119,057

 


 


Canadian federal bonds
19,945

19,940

 


 


Corporate bonds and commercial paper


 
592,343

593,554

 


Derivative assets:
 
 
 
 
 
 
 
 
Foreign exchange forward contracts


 
4,503

4,503

 


 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivative liabilities:
 
 
 
 
 
 
 
 
Foreign exchange forward contracts


 
795

795

 



The fair values above include accrued interest of $2,015, which is excluded from the carrying amounts. The accrued interest is included in Trade and other receivables in the Consolidated Balance Sheets.

All cash equivalents and marketable securities mature within one year of the consolidated balance sheet date.

As at December 31, 2018 the Company held foreign exchange forward contracts to convert USD into CAD, with a total notional value of $276,696 (December 31, 2017 - $182,464), to fund a portion of its operations. The foreign exchange forward contracts have maturities of twelve months or less. The fair value of foreign exchange forward contracts and corporate bonds was based upon Level 2 inputs, which included period-end mid-market quotations for each underlying contract as calculated by the financial institution with which the Company has transacted. The quotations are based on bid/ask quotations and represent the discounted future settlement amounts based on current market rates. There were no transfers between Levels 1, 2 and 3 during the years ended December 31, 2018 and December 31, 2017.

Derivative Instruments and Hedging

The Company has a hedging program to mitigate the impact of foreign currency fluctuations on future cash flows and earnings. Under this program the Company has entered into foreign exchange forward contracts with certain financial institutions and designated those hedges as cash flow hedges. As of December 31, 2018, $12,216 of unrealized losses related to changes in the fair value of foreign exchange forward contracts designated as cash flow hedges were included in accumulated other comprehensive loss and current liabilities, on the consolidated balance sheet. This amount is expected to be reclassified into earnings over the next twelve months. In the year ended December 31, 2018, $4,170 of realized losses (December 31, 2017 - realized gains of $3,398) related to the maturity of foreign exchange forward contracts designated as cash flow hedges were included in operating expenses. Under the current hedging program, the Company is hedging cash flows associated with payroll and facility costs.

20


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

6.    Trade and Other Receivables

 
December 31, 2018
$
 
December 31, 2017
$
 
December 31, 2016
$
Unbilled revenues
12,653

 
7,616
 
2,293

Trade receivables
11,191

 
7,073
 
2,818

Accrued interest
5,109
 
2,015
 
896
Leasehold incentives receivable
4,411

 
1,607
 
1,452

Other receivables
7,983

 
3,628
 
2,140

 
41,347

 
21,939
 
9,599


Unbilled revenues represent amounts not yet billed to merchants related to subscription fees for Plus merchants, transaction fees and shipping charges, as at the Consolidated Balance Sheet date.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in our unbilled revenues and trade receivables accounts. The Company determined the allowance based on historical experience and other currently available evidence. Activity in the allowance for doubtful accounts was as follows:
 
Years ended
 
December 31, 2018
$
 
December 31, 2017
$
Balance, beginning of the year
1,642

 
113

Provision for uncollectible receivables
1,355

 
1,529

Write-offs
(1,974
)
 

Balance, end of the year
1,023

 
1,642


7.    Merchant Cash Advances and Loans Receivable
    
 
December 31, 2018
 
December 31, 2017
 
December 31, 2016
 
$
 
$
 
$
Merchant cash advances and loans receivable, gross
94,612

 
49,143

 
12,924

Allowance for uncollectible merchant cash advances and loans receivable
(2,739
)
 
(2,042
)
 
(1,028
)
Merchant cash advances and loans receivable, net
91,873

 
47,101

 
11,896


The following table summarizes the activities of the Company’s allowance for uncollectible merchant cash advances and loans receivable:
 
Years ended
 
December 31, 2018
 
December 31, 2017
 
$
 
$
Balance, beginning of the year
2,042

 
1,028

Provision for uncollectible merchant cash advances and loans receivable
5,922

 
2,606

Merchant cash advances and loans receivable charged off, net of recoveries
(5,225
)
 
(1,592
)
Balance, end of the year
2,739

 
2,042


21


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts


8.    Other Current Assets
 
December 31, 2018
$
 
December 31, 2017
$
Prepaid expenses
12,912

 
7,239

Deposits
9,599

 
5,240

Other current assets
3,681

 
1,616

Foreign exchange contracts

 
4,503

 
26,192

 
18,598


9.
Property and Equipment
 
December 31, 2018
 
Cost
$  
 
Accumulated depreciation
$
 
Net book
value
$
Leasehold improvements
63,402

 
16,498

 
46,904

Computer equipment
14,293

 
7,540

 
6,753

Office furniture and equipment
14,092

 
6,137

 
7,955

 
91,787

 
30,175

 
61,612


In the year ended December 31, 2018, the Company retired and disposed of computer equipment with an original cost of $26,201. There was no gain or loss recognized in the Consolidated Statements of Operations and Comprehensive Loss as a result of the disposal of these assets.

 
December 31, 2017
 
Cost
$
 
 
Accumulated depreciation
$
 
 
Net book
value
$
 
Leasehold improvements
43,058

 
10,541

 
32,517

Computer equipment
34,644

 
20,592

 
14,052

Office furniture and equipment
7,660

 
3,869

 
3,791

 
85,362

 
35,002

 
50,360


The following table illustrates the classification of depreciation in the Consolidated Statements of Operations and Comprehensive Loss:
 
Years ended
 
December 31, 2018
$
  
 
December 31, 2017
$
  
Cost of revenues
5,950

 
8,055

Sales and marketing
4,087

 
2,405

Research and development
4,900

 
4,654

General and administrative
1,968

 
1,466

 
16,905

 
16,580



22


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

10.    Intangible Assets

 
December 31, 2018
 
Cost
$
  
 
Accumulated amortization
$
  
 
Net book
value
$
  
Software development costs
24,963

 
9,226

 
15,737

Acquired technology and customer relationships
16,051

 
8,221

 
7,830

Purchased software
6,973

 
4,503

 
2,470

Domain names
591

 
556

 
35

 
48,578

 
22,506

 
26,072


 
December 31, 2017
 
Cost
$
 
Accumulated amortization
$  
 
Net book
value
$  
Software development costs
12,297

 
5,394

 
6,903

Acquired technology and customer relationships
12,935

 
3,382

 
9,553

Purchased software
3,752

 
3,080

 
672

Domain names
591

 
509

 
82

 
29,575

 
12,365

 
17,210

Internal software development costs of $12,666 and $5,547 were capitalized during the years ended December 31, 2018 and 2017, respectively, and are classified within software development costs as an intangible asset. Amortization expense related to the capitalized internally developed software was $3,832 and $2,837 for the years ended December 31, 2018 and 2017, respectively, and is included in cost of revenues and general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss.
The following table illustrates the classification of amortization expense related to intangible assets in the Consolidated Statements of Operations and Comprehensive Loss:
 
Years ended
 
December 31, 2018
$
  
 
December 31, 2017
$
 
Cost of revenues
9,720

 
5,983

Sales and marketing
252

 
312

Research and development
60

 
299

General and administrative
109

 
208

 
10,141

 
6,802











23


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

Estimated future amortization expense related to intangible assets, as at December 31, 2018 is as follows:
Fiscal Year 
Amount
$
  
2019
13,296

2020
9,508

2021
3,053

2022
215

Total
26,072


11.    Goodwill

In the year ended December 31, 2018, the Company acquired Solutions Alveo Inc. and Tictail, Inc. resulting in additions to goodwill of $2,577 and $15,125, respectively. The remainder of the Company's goodwill relates to previous acquisitions of various companies including, but not limited to, Oberlo UAB, which was acquired on April 28, 2017. Goodwill is attributable to the Company’s single reporting unit.
The Company completed its annual impairment test of goodwill as of September 30, 2018. The Company exercised its option to bypass the qualitative assessment pursuant to ASC 350, Intangibles - Goodwill and Other, and perform a quantitative analysis. The Company determined that the consolidated business is represented by a single reporting unit and concluded that the estimated fair value of the reporting unit, determined using market capitalization, was greater than its carrying amount.
No goodwill impairment was recognized in the years ended December 31, 2018 or December 31, 2017.
The gross changes in the carrying amount of goodwill as of December 31, 2018 and December 31, 2017 are as follows:
 
December 31, 2018
 
December 31, 2017
 
$  
 
$  
Balance, beginning of the year
20,317

 
15,504

Acquisition of Tictail, Inc.
15,125

 

Acquisition of Solutions Alveo Inc.
2,577

 

Acquisition of Oberlo UAB

 
4,813

Balance, end of the year
38,019

 
20,317


12.
Accounts Payable and Accrued Liabilities
 
December 31, 2018
$
 
December 31, 2017
$
Trade accounts payable and trade accruals
61,271

 
44,333

Employee related accruals
14,321

 
10,610

Foreign exchange forward contracts
12,216

 
795

Other payables and accruals
9,148

 
6,838

 
96,956

 
62,576






24


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts


13.    Deferred Revenue
    
 
Years ended
 
December 31, 2018
$
 
December 31, 2017
$
Balance, beginning of the year
32,046

 
21,086

Deferral of revenue
37,563

 
29,111

Recognition of deferred revenue
(28,548
)
 
(18,151
)
Balance, end of the year
41,061

 
32,046


 
December 31, 2018
$
 
December 31, 2017
$
Current portion
39,180

 
30,694

Long term portion
1,881

 
1,352

 
41,061

 
32,046


The opening balances of current and long-term deferred revenue were $20,164 and $922, respectively, as of January 1, 2017.

14.    Lease Incentives

The Company leases space for its offices. The Company’s principal lease is for its head office, which is located at 150 Elgin Street in Ottawa, Canada. This lease covers a period of twelve years, ten months that began on March 1, 2014. The lease includes an option to renew for a further five years. The Company received leasehold incentives in the form of rent-free periods and fit-up allowances. The lease agreement also includes scheduled rent increases that are not dependent on future events and therefore the lease payments are being accounted for on a straight-line basis over the expected term of the lease.
The Company also maintains other offices in Canada, the United States, Germany, Lithuania, Sweden, and China. In most of these locations, the Company received leasehold incentives in the form of rent-free periods and fit-up allowances. The lease agreements also include scheduled rent increases that are not dependent on future events and therefore the lease payments are being accounted for on a straight-line basis over the expected term of the lease.

The following table represents the details of the Company’s lease incentives balance as of December 31, 2018 and 2017:
 
December 31, 2018
$
 
December 31, 2017
$
Current portion
2,552

 
1,484

Long term portion
22,316

 
14,970

 
24,868

 
16,454


15.
Credit Facility

The Company has a revolving credit facility with Royal Bank of Canada for $8,000 CAD. The credit facility bears interest at the Royal Bank Prime Rate plus 0.30%. As at December 31, 2018 the effective rate was 4.25%, and no cash amounts have been drawn under this credit facility.

25


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

16.
Commitments and Contingencies

Operating Leases and Unconditional Purchase Obligations

The Company has entered into various non-cancellable operating leases for certain offices with contractual lease periods expiring between 2019 and 2037. Rent expense was $22,123 and $11,744 for the years ended December 31, 2018 and 2017, respectively. The Company has also entered into agreements where it commits to certain usage levels related to outsourced hosting.

Amounts of minimum future annual payments under non-cancellable operating leases and purchase obligations in each of the next five years and thereafter as at December 31, 2018 are as follows:  
Fiscal Year
Amount
$
2019
43,972
2020
58,555
2021
47,443
2022
34,378
2023
38,788
Thereafter
346,367
Total future minimum payments
569,503

Litigation and Loss Contingencies

The Company records accruals for loss contingencies when losses are probable and reasonably estimable. From time to time, the Company may become a party to litigation and subject to claims incidental to the ordinary course of business, including intellectual property claims, labour and employment claims and threatened claims, breach of contract claims, tax and other matters. The Company currently has no material pending litigation or claims. The Company is not aware of any litigation matters or loss contingencies that would be expected to have a material adverse effect on the business, consolidated financial position, results of operations, or cash flows.

17.    Shareholders’ Equity

Public Offerings

In December 2018, the Company completed a public offering in which it issued and sold 2,600,000 Class A subordinate voting shares at a public offering price of $154.00 per share. The Company received total net proceeds of $394,704 after deducting offering fees and expenses of $5,696.

In February 2018, the Company completed a public offering in which it issued and sold 4,800,000 Class A subordinate voting shares at a public offering price of $137.00 per share. The Company received total net proceeds of $646,984 after deducting offering fees and expenses of $10,616.

In May 2017, the Company completed a public offering in which it issued and sold 5,500,000 Class A subordinate voting shares at a public offering price of $91.00 per share. Subsequently, in June 2017, the Company issued and sold 825,000 Class A subordinate voting shares at the same price as a result of the underwriters' exercise of their over-allotment option. The Company received total net proceeds of $560,057 after deducting underwriting discounts and commissions of $14,390 and other offering expenses of $1,128.



26


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

Common Stock Authorized

The Company is authorized to issue an unlimited number of Class A subordinate voting shares and an unlimited number of Class B multiple voting shares. The Class A subordinate voting shares have one vote per share and the Class B multiple voting shares have 10 votes per share. The Class B multiple voting shares are convertible into Class A subordinate voting shares on a one-for-one basis at the option of the holder. Class B multiple voting shares will automatically convert into Class A subordinate voting shares in certain other circumstances.

Preferred Shares
The Company is authorized to issue an unlimited number of preferred shares issuable in series. Each series of preferred shares shall consist of such number of shares and having such rights, privileges, restrictions and conditions as may be determined by the Company’s Board of Directors prior to the issuance thereof. Holders of preferred shares, except as otherwise provided in the terms specific to a series of preferred shares or as required by law, will not be entitled to vote at meetings of holders of shares.
    
Stock-Based Compensation

In 2008, the Board of Directors adopted and the Company’s shareholders approved the Legacy Stock Option Plan (“the Legacy Option Plan”). Immediately prior to the completion of the Company’s May 2015 IPO, and in connection with the closing of the offering, each option outstanding under the Legacy Option Plan became exercisable for one Class B multiple voting share. Following the closing of the Company’s IPO, no further awards were made under the Legacy Option Plan. The Legacy Option Plan continues to govern awards granted thereunder.

The Company’s Board of Directors and shareholders approved a stock option plan ("Stock Option Plan"), as well as a Long Term Incentive Plan ("LTIP"), each of which became effective upon the closing of the Company's IPO on May 27, 2015. On May 30, 2018, the Company’s Board of Directors and shareholders amended both the Stock Option Plan and the LTIP.

The Stock Option Plan allows for the grant of options to the Company’s officers, directors, employees and consultants. All options granted under the Stock Option Plan will have an exercise price determined and approved by the Company’s Board of Directors at the time of grant, which shall not be less than the market price of the Class A subordinate voting shares at such time. For purposes of the Stock Option Plan, the market price of the Class A subordinate voting shares shall be the volume weighted average trading price of the Class A subordinate voting shares on the NYSE for the five trading days ending on the last trading day before the day on which the option is granted. Options granted under the Stock Option Plan are exercisable for Class A subordinate voting shares. Both the vesting period and term of the options in the Stock Option Plan are determined by the Board of Directors at the time of grant. The majority of grants outstanding under both the Stock Option Plan and the Legacy Option Plan have been approved with a four year vesting schedule with 25% vesting after one year and the remainder vesting evenly over the remaining 36 months. Options granted under the Stock Option Plan since November 2017 have been approved with a three year vesting schedule with 1/3 vesting after one year and the remainder vesting evenly over the remaining 24 months.

The LTIP provides for the grant of share units, or LTIP Units, consisting of RSUs, performance share units (PSUs), and deferred share units (DSUs). Each LTIP Unit represents the right to receive one Class A subordinate voting share in accordance with the terms of the LTIP. Unless otherwise approved by the Board of Directors, RSUs will vest as to 1/3 each on the first, second and third anniversary dates of the date of grant. Prior to November 2017 all RSU grants were approved with a four year vesting schedule with 25% vesting after one year and the remainder vesting evenly over the remaining 36 months. RSUs granted since November 2017 have been approved with a three year vesting schedule with 1/3 vesting after one year and the remainder vesting evenly over the remaining 24 months. A PSU participant’s grant agreement will describe the performance criteria established by the Company’s Board of Directors that must be achieved for PSUs to vest to the PSU participant, provided the participant is continuously employed by or in the Company’s service or

27


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

the service or employment of any of the Company’s affiliates from the date of grant until such PSU vesting date. DSUs will be granted solely to directors of the Company, at their option, in lieu of their Board retainer fees. DSUs will vest upon a director ceasing to act as a director. As at the Consolidated Balance Sheet date there have been nil PSUs granted.

The maximum number of Class A subordinate voting shares reserved for issuance, in the aggregate, under the Company's Stock Option Plan and the LTIP was initially equal to 3,743,692 Class A subordinate voting shares. The number of Class A subordinate voting shares available for issuance, in the aggregate, under the Stock Option Plan and the LTIP will be automatically increased on January 1st of each year, beginning on January 1, 2016 and ending on January 1, 2026, in an amount equal to 5% of the aggregate number of outstanding Class A subordinate voting shares and Class B multiple voting shares on December 31st of the preceding calendar year. As at January 1, 2019 there were 15,047,030 shares available for issuance under the Company's Stock Option Plan and LTIP.

The following table summarizes the stock option and RSU award activities under the Company's share-based compensation plans for the years ended December 31, 2018 and 2017:

 
Shares Subject to Options Outstanding
 
Outstanding RSUs
 
Number of Options (1)
 
Weighted Average Exercise Price
$
 
Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value (2)
$
 
Weighted Average Grant Date Fair Value
$
 
Outstanding RSUs
 
Weighted Average Grant Date Fair Value
$
December 31, 2016
9,899,393

 
9.74

 
6.78

 
328,003

 

 
2,360,817

 
29.97

Stock options granted
1,061,478

 
74.80
 

 

 
37.51

 

 

Stock options exercised
(3,322,993
)
 
4.45
 

 

 

 

 

Stock options forfeited
(284,332
)
 
31.65
 

 

 

 

 

RSUs granted

 

 

 

 

 
1,172,707

 
81.89

RSUs settled

 

 

 

 

 
(824,215
)
 
28.85

RSUs forfeited

 

 

 

 

 
(210,631
)
 
40.21

December 31, 2017
7,353,546

 
20.67

 
6.81

 
590,700

 

 
2,498,678

 
53.84

Stock options granted
486,434

 
138.12
 

 

 
69.81
 

 
 
Stock options exercised
(2,179,999
)
 
13.99
 

 

 

 

 
 
Stock options forfeited
(183,191
)
 
44.58
 

 

 

 

 
 
RSUs granted

 

 

 

 

 
1,127,094

 
139.58

RSUs settled

 

 

 

 

 
(935,002
)
 
51.72

RSUs forfeited

 

 

 

 

 
(217,105
)
 
68.70

December 31, 2018
5,476,790

 
32.96
 
6.23

 
577,731

 

 
2,473,665

 
92.40

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock options exercisable as of December 31, 2018
3,517,755

 
12.19
 
5.22

 
444,159

 
 
 
 
 
 
(1) As at December 31, 2018, 2,790,681 of the outstanding stock options were granted under the Company's Legacy Option Plan and are exercisable for Class B multiple voting shares, and 2,686,109 of the outstanding stock options were granted under the Company's Stock Option Plan and are exercisable for Class A subordinate voting shares.
(2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of the Company's Class A subordinate voting shares as of December 31, 2018 and December 31, 2017.

As at December 31, 2018 the Company had issued 347 Deferred Share Units under its Long Term Incentive Plan.

28


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

The total intrinsic value of stock options exercised and RSUs settled during the years ended December 31, 2018 and 2017 was $409,029 and $311,354 respectively. The aggregate intrinsic value of options exercised is calculated as the difference between the exercise price of the underlying stock option awards and the market value on the date of exercise.
As of December 31, 2018 and 2017, there was $227,523 and $157,175, respectively, of remaining unamortized compensation cost related to unvested stock options and RSUs granted to the Company’s employees. This cost will be recognized over an estimated weighted-average remaining period of 2.24 years. Total unamortized compensation cost will be adjusted for future changes in estimated forfeitures.
    
Share-Based Compensation Expense

All share-based awards are measured based on the grant date fair value of the awards and recognized in the Consolidated Statements of Operations and Comprehensive Loss over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award).

The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model, which requires assumptions, including the fair value of our underlying common stock, expected term, expected volatility, risk-free interest rate and dividend yield of the Company's common stock. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, share-based compensation expense could be materially different in the future.
    
These assumptions are estimated as follows:

Fair Value of Common Stock. The Company uses the five-day volume weighted average price for its common stock as reported on the New York Stock Exchange.

Expected Term. The Company determines the expected term based on the average period the stock options are expected to remain outstanding. The Company bases the expected term assumptions on its historical behavior combined with estimates of post-vesting holding period.

Expected Volatility. The Company determines the price volatility factor based on a weighted combination of the Company's historical volatility and the historical volatility of publicly traded industry peers. To determine its peer group of companies, the Company considers public companies in the technology industry and selects those that are similar to us in size, stage of life cycle, and financial leverage. The Company intends to continue to consistently apply this methodology using the same or similar public companies until a sufficient amount of historical information regarding the volatility of its own common stock price becomes available, or unless circumstances change such that the identified companies are no longer similar, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes valuation model on the yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term of the stock options for each stock option group.

Expected Dividend. The Company has not paid and does not anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero in the option pricing model.

29


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

The assumptions used to estimate the fair value of stock options granted to employees are as follows:
    
 
Years ended
 
December 31, 2018
 
December 31, 2017
Expected volatility
54.2
%

56.0
%
Risk-free interest rate
2.72
%

1.85
%
Dividend yield
Nil


Nil

Average expected life
5.31


5.15


In addition to the assumptions used in the Black-Scholes option valuation model, the Company must also estimate a forfeiture rate to calculate the share-based compensation expense for our awards. The Company's forfeiture rate is based on an analysis of its actual forfeitures. The Company will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover, and other factors. Changes in the estimated forfeiture rate can have a significant impact on share-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. If a revised forfeiture rate is higher/lower than the previously estimated forfeiture rate, an adjustment is made that will result in an increase/decrease to the share-based compensation expense recognized in the consolidated financial statements.

The following table illustrates the classification of stock-based compensation in the Consolidated Statements of Operations and Comprehensive Loss, which includes both stock-based compensation and restricted share-based compensation expense:
    
 
Years ended
 
December 31, 2018
 
December 31, 2017
 
$
 
$
Cost of revenues
2,232

 
1,102

Sales and marketing
21,928

 
8,986

Research and development
55,164

 
31,338

General and administrative
16,396

 
7,737

 
95,720

 
49,163



30


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

18.
Changes in Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss), which is reported as a component of shareholders’ equity, for the years ended December 31, 2018 and 2017:
 
Gains and Losses on Cash Flow Hedges
(all amounts net of tax)
 
Years ended
 
December 31, 2018
 
December 31, 2017
 
$
 
$
Balance, beginning of the year
3,435

 
(1,818
)
 
 
 
 
Other comprehensive income (loss) before reclassifications
(19,821
)
 
8,651

Amounts reclassified from accumulated other comprehensive income (loss) to earnings
4,170

 
(3,398
)
Other comprehensive income (loss), net of tax
(15,651
)
 
5,253

Balance, end of the year
(12,216
)
 
3,435


19.
Net Loss per Share

The Company applies the two-class method to calculate its basic and diluted net loss per share as both classes of its voting shares are participating securities with equal participation rights and are entitled to receive dividends on a share for share basis.

The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding:
    
 
December 31, 2018
 
December 31, 2017
Basic and diluted weighted average number of shares outstanding
105,671,839

 
95,774,897

The following items have been excluded from the diluted weighted average number of shares outstanding because they are anti-dilutive:


 
 
Stock options
5,476,790

 
7,353,546

Restricted share units
2,473,665

 
2,498,678

 
7,950,455

 
9,852,224


In the years ended December 31, 2018 and 2017, the Company was in a loss position and therefore diluted loss per share is equal to basic loss per share.


31


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

20.    Income Taxes

The domestic and foreign components of comprehensive loss before income taxes were as follows:
 
Years ended
 
December 31, 2018
$
 
December 31, 2017
$
Domestic
(71,188
)
 
(31,056
)
Foreign
(9,016
)
 
(3,686
)
 
(80,204
)
 
(34,742
)

The reconciliation of the expected provision for income tax recovery/expense to the actual provision for income tax recovery/expense reported in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2018 and 2017 is as follows:     
 
Years ended
 
December 31, 2018
$
 
December 31, 2017
$
Comprehensive loss
(80,204
)
 
(34,742
)
Expected income tax expense at Canadian statutory income tax rate of 26.51% (2017 - 26.51%)
(21,269
)
 
(9,211
)
Permanent differences
16,057

 
13,015

Share issuance costs
(6,599
)
 
(4,502
)
Stock-based compensation benefits
(3,132
)
 
(4,722
)
State tax losses
(659
)
 
(4,875
)
Other items
(88
)
 
367

Foreign tax rate differential
1,726

 
711

Increase in valuation allowance
13,964

 
9,217

Provision for income tax (recovery) expense

 

During the years ended December 31, 2018 and 2017, the comprehensive loss before income taxes includes foreign income loss of $9,016 and $3,686, respectively.

32


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2018 and 2017 are as follows:     
 
December 31, 2018
$
 
December 31, 2017
$
Deferred tax assets
 
 
 
State tax loss carryforwards
7,493

 
6,839

Share issuance costs
8,011

 
6,662

Lease accruals and reserves
8,384

 
5,747

Tax loss carryforwards
12,047

 
4,283

Scientific Research & Experimental Development (SR&ED) expenditure carryforwards
2,539

 
3,486

Temporary differences on capital and intangible assets
2,366

 
3,236

Investment tax credits
3,294

 
3,046

Stock based compensation expense
6,427

 
237

Valuation allowance
(46,343
)
 
(31,653
)
Total deferred tax assets
4,218

 
1,883

 
 
 
 
Deferred tax liabilities
 

 
 

Capitalized software development costs
5,350

 
3,271

Total deferred tax liabilities
5,350

 
3,271

 
 
 
 
Net deferred tax liability
1,132

 
1,388

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2018, a valuation allowance continues to be recorded against all of our deferred tax assets as we believe that it is not more likely than not that our deferred tax assets will be realized.
The Company does not have any unrecognized tax benefits.
The Company's accounting policy is to recognize interest and penalties related to uncertain tax positions as a component of income tax expense. In the years ended December 31, 2018 and 2017, there was no interest or penalties related to uncertain tax positions.

The Company and its Canadian subsidiaries file federal and provincial income tax returns in Canada. The Company and its U.S. subsidiaries file federal and state income tax returns in the U.S. and other foreign subsidiaries file income tax returns in their respective foreign jurisdictions. The Company remains subject to audit by the relevant tax authorities for the years ended 2011 through 2018.

The Company was subject to a corporate income tax audit by the Canadian Revenue Agency (CRA) for tax years ending December 31, 2015. During the year ending December 31, 2018, the CRA concluded its audit with no reassessment and, thus, no interest or penalties. There is no impact to the consolidated financial statements for the year ending December 31, 2018.

The Company estimates SR&ED expenditures and claims investment tax credits for income tax purposes based on management’s interpretation of the applicable legislation in the Income Tax Act and related provincial legislation. These claims are subject to audit by the tax authorities. In the opinion of management, the treatment of research and development expenditures for income tax purposes is appropriate. Any difference between recorded investment tax credits and amounts ultimately received is recorded when the amount becomes known.

33


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts


As at December 31, 2018 and 2017, the Company had unused non-capital tax losses of approximately $169,967 and $96,495 respectively. $17,210 of the non-capital tax losses as at December 31, 2018 do not expire, while the $152,757 remaining non-capital tax losses are due to expire between 2032 and 2038. U.S. state losses of $116,026 are included in the balance at December 31, 2018. In addition, at December 31, 2018 and 2017, the Company has a SR&ED expenditure pool balance totaling $9,575 and $13,148, respectively, which does not expire, and investment tax credits of $4,179 and $3,762, respectively. The investment tax credits are due to expire between 2030 and 2038.

21.    Segment and Geographical Information
    
The Company has determined that it operates in a single operating and reportable segment.

The following table presents total external revenues by geographic location, based on the location of the Company’s merchants:

 
Years ended
 
December 31, 2018
 
December 31, 2017
 
$  
 
%  
 
$  
 
%  
Canada
70,774

 
6.6
%
 
48,107

 
7.2
%
United States
755,454

 
70.4
%
 
478,286

 
71.0
%
United Kingdom
69,596

 
6.5
%
 
44,590

 
6.6
%
Australia
47,937

 
4.5
%
 
31,625

 
4.7
%
Rest of World
129,468

 
12.0
%
 
70,696

 
10.5
%
 
1,073,229

 
100.0
%
 
673,304

 
100.0
%

The following table presents the total net book value of the Company’s long-lived physical assets by geographic location:
 
December 31, 2018
 
December 31, 2017
 
$  
 
%  
 
$  
 
%  
Canada
58,460

 
94.9
%
 
40,309

 
80.0
%
United States
1,593

 
2.6
%
 
9,633

 
19.2
%
Rest of World
1,559

 
2.5
%
 
418

 
0.8
%
 
61,612

 
100.0
%
 
50,360

 
100.0
%

22.
Business Acquisitions

Solutions Alveo Inc.

On June 22, 2018, the Company completed the acquisition of Solutions Alveo Inc., a company based in Montreal, Canada, which developed an app that helps automate the return process for Shopify merchants. The Company acquired 100 percent of the outstanding shares of Solutions Alveo Inc. The transaction was accounted for as a business combination. The operations of Solutions Alveo Inc. have been consolidated into the Company's results as of the acquisition date.






34


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

Tictail, Inc.

On November 19, 2018, the Company completed the acquisition of Tictail, Inc. and all of its subsidiaries (Tictail), a Delaware corporation based in Stockholm, Sweden, which operates an e-commerce platform. The Company acquired 100 percent of the outstanding shares of Tictail in exchange for cash consideration of $17,144. The transaction was accounted for as a business combination. The operations of Tictail have been consolidated into the Company's results as of the acquisition date.

The following table summarizes the final purchase price allocation of the Tictail assets acquired and liabilities assumed at the acquisition date:
 
Amount
$  
Net closing working capital:
 
Cash
1,465

Trade and other receivables
156

Other current assets
1,054

Accounts payable and accrued liabilities
(207
)
Other current liabilities
(1,640
)
Estimated fair value of identifiable assets acquired:
 
Acquired technology
1,400

Customer relationships
100

Goodwill
15,125

Deferred tax liability on acquired intangibles
(309
)
Total purchase price
17,144


The acquired technology was valued at $1,400 and customer relationships were valued at $100 using a cost approach. The acquired intangibles are being amortized over periods ranging from 1 to 3 years. Goodwill from the Tictail acquisition is primarily attributable to the assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. The deferred tax liability relates to the taxable temporary difference on the acquired intangible assets.





















35


Shopify Inc.
Notes to the Consolidated Financial Statements
Expressed in US $000's except share and per share amounts

Oberlo UAB

On April 28, 2017, the Company completed the acquisition of Oberlo UAB (Oberlo), a company located in Lithuania that facilitates product sourcing and dropshipping. The Company acquired 100 percent of the outstanding shares of Oberlo in exchange for cash consideration of $17,239. The transaction was accounted for as a business combination. The operations of Oberlo have been consolidated into the Company's results as of the acquisition date.

The following table summarizes the final purchase price allocation of the Oberlo assets acquired and liabilities assumed at the acquisition date:
 
Amount
$  
Net closing working capital:
 
Cash
1,521

Trade and other receivables
1,603

Accounts payable and accrued liabilities
(885
)
Estimated fair value of identifiable assets acquired:
 
Acquired technology
11,590

Customer relationships
395

Goodwill
4,813

Deferred tax liability on acquired intangibles
(1,798
)
Total purchase price
17,239


The acquired technology, the Oberlo app, was valued at $11,590 and customer relationships were valued at $395 using a discounted cash flow methodology, and are being amortized over 3 and 2 years, respectively. Goodwill from the Oberlo acquisition is primarily attributable to the expected synergies that will result from integrating the Oberlo solution with the Company's platform, and the acquisition of an assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. The deferred tax liability relates to the taxable temporary difference on the acquired intangible assets.

23.    Comparative Figures
    
Certain comparative figures have been reclassified in order to conform to the current period presentation.

36




EXHIBIT 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS
February 12, 2019

In this Management's Discussion and Analysis ("MD&A"), "we", "us", "our", "Shopify" and "the Company" refer to Shopify Inc. and its consolidated subsidiaries, unless the context requires otherwise. In this MD&A, we explain Shopify's results of operations and cash flows for the fourth quarter and the fiscal years ended December 31, 2018, 2017, and 2016, and our financial position as of December 31, 2018. You should read this MD&A together with our audited consolidated financial statements and the accompanying notes for the fiscal years ended December 31, 2018, 2017, and 2016. Additional information regarding Shopify, including our 2018 annual information form and our annual report on Form 40-F for the year ended December 31, 2018, is available on our website at www.shopify.com, or at www.sedar.com and www.sec.gov.

Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All amounts are in U.S. dollars ("USD") except where otherwise indicated.
Our MD&A is intended to enable readers to gain an understanding of Shopify’s results of operations, cash flows and financial position. To do so, we provide information and analysis comparing our results of operations, cash flows and financial position for the most recently completed fiscal year with the preceding fiscal year. We also provide analysis and commentary that we believe will help investors assess our future prospects. In addition, we provide “forward-looking statements” that are not historical facts, but that are based on our current estimates, beliefs and assumptions and which are subject to known and unknown important risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from current expectations. Forward-looking statements are intended to assist readers in understanding management's expectations as of the date of this MD&A and may not be suitable for other purposes. See “Forward-looking statements” below.
In this MD&A, references to our “solutions” means the combination of products and services that we offer to merchants, and references to “our merchants” as of a particular date means the total number of unique shops that are paying for a subscription to our platform.

Forward-looking statements

This MD&A contains forward-looking statements under the provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, and forward-looking information within the meaning of applicable Canadian securities legislation.