EX-1 2 exhibit991.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1
 
Condensed Consolidated
Financial Statements
(Unaudited)
September 30, 2015




Shopify Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

Expressed in US $000’s except share amounts
 
 
 
As at 
 
 
 
September 30, 2015
 
December 31, 2014
 
Note
 
$
 
$
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
4, 5
 
115,315

 
41,953

Marketable securities
4
 
71,621

 
17,709

Trade and other receivables
 
 
3,836

 
7,227

Other current assets
 
 
4,704

 
1,495

 
 
 
195,476

 
68,384

Long term assets
 
 
 
 
 
Long-term marketable securities
 
 
4,545

 

Property and equipment
 
 
29,105

 
21,728

Intangible assets
 
 
4,140

 
2,708

Goodwill
 
 
2,373

 
2,373

 
 
 
40,163

 
26,809

Total assets
 
 
235,639

 
95,193

Liabilities and shareholders’ equity
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable and accrued liabilities
 
 
16,713

 
12,514

Current portion of deferred revenue
 
 
11,013

 
6,775

Current portion of lease incentives
 
 
784

 
485

 
 
 
28,510

 
19,774

Long term liabilities
 
 
 
 
 
Deferred revenue
 
 
597

 
394

Lease incentives
 
 
9,226

 
7,293

 
 
 
9,823

 
7,687

Commitments and contingencies
6
 
 
 
 
Shareholders’ equity
 
 
 
 
 
Convertible preferred shares; nil and 27,159,277 shares authorized, issued and outstanding (aggregate liquidation preference of nil and $87,500)
 
 

 
87,056

Common shares – unlimited shares authorized; nil and 39,310,446 issued and outstanding
 
 

 
4,055

Common stock, unlimited Class A subordinate voting shares authorized, 14,869,652 and nil issued and outstanding; unlimited Class B multiple voting shares authorized, 61,287,769 and nil issued and outstanding
 
 
228,197

 

Additional paid-in capital
 
 
10,656

 
5,685

Accumulated deficit
 
 
(41,547)

 
(29,064)

Total shareholders’ equity
 
 
197,306

 
67,732

Total liabilities and shareholders’ equity
 
 
235,639

 
95,193

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

1


Shopify Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)

Expressed in US $000’s except share amounts

 
Series A
Convertible
Preferred Shares
 
Series B
Convertible
Preferred Shares
 
Series C
Convertible
Preferred Shares  
 
Common Stock  
 
Additional
Paid-In Capital
$
 
Accumulated Deficit
$
 
Total
$
 
Shares
 
Amount $
 
Shares
 
Amount $
 
Shares
 
Amount $
 
Shares
 
Amount $
 
As at December 31, 2013
13,025,765

 
5,346

 
7,247,070

 
11,952

 
6,886,442

 
69,758

 
38,563,121

 
3,009

 
2,069

 
(6,753
)
 
85,381

Exercise of stock options

 

 

 

 

 

 
227,187

 
353

 
(238
)
 

 
115

Stock-based compensation

 

 

 

 

 

 

 

 
2,484

 

 
2,484

Vesting of restricted shares

 

 

 

 

 

 
368,855

 
539

 

 

 
539

Net loss and comprehensive loss for the period

 

 

 

 

 

 

 

 

 
(17,513
)
 
(17,513
)
As at September 30, 2014
13,025,765

 
5,346

 
7,247,070

 
11,952

 
6,886,442

 
69,758

 
39,159,163

 
3,901

 
4,315

 
(24,266
)
 
71,006

 
Series A
Convertible
Preferred Shares
 
Series B
Convertible
Preferred Shares
 
Series C
Convertible
Preferred Shares  
 
Common Stock  
 
Additional
Paid-In Capital
$
 
Accumulated Deficit
$
 
Total
$
 
Shares
 
Amount $
 
Shares
 
Amount $
 
Shares
 
Amount $
 
Shares
 
Amount $
 
As at December 31, 2014
13,025,765

 
5,346

 
7,247,070

 
11,952

 
6,886,442

 
69,758

 
39,310,446

 
4,055

 
5,685

 
(29,064
)
 
67,732

Exercise of stock options

 

 

 

 

 

 
753,299

 
568

 
(327
)
 

 
241

Stock-based compensation

 

 

 

 

 

 

 

 
5,298

 

 
5,298

Vesting of restricted shares

 

 

 

 

 

 
79,399

 
267

 

 

 
267

Issuance of Class A subordinate voting shares upon initial public offering, net of offering costs of $14,284

 

 

 

 

 

 
8,855,000

 
136,251

 

 

 
136,251

Conversion of preferred shares to Class B multiple voting shares upon initial public offering
(13,025,765
)
 
(5,346
)
 
(7,247,070
)
 
(11,952
)
 
(6,886,442
)
 
(69,758
)
 
27,159,277

 
87,056

 

 

 

Net loss and comprehensive loss for the period

 

 

 

 

 

 

 

 

 
(12,483
)
 
(12,483
)
As at September 30, 2015

 

 

 

 

 

 
76,157,421

 
228,197

 
10,656

 
(41,547
)
 
197,306


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

2


Shopify Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

Expressed in US $000’s, except share and per share amounts
 
 
 
 
Three months ended 
 
Nine months ended
 
 
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
Note
 
$
 
$
 
$
 
$
Revenues
 
 
 
 
 
 
 
 
 
Subscription solutions
 
 
29,560

 
17,690

 
77,371

 
46,310

Merchant solutions
 
 
23,226

 
9,656

 
57,689

 
23,526

 
 
 
52,786

 
27,346

 
135,060

 
69,836

Cost of revenues
 
 
 
 
 
 
 
 
 
Subscription solutions
 
 
6,414

 
4,615

 
16,869

 
11,741

Merchant solutions
 
 
17,629

 
6,492

 
42,630

 
15,913

 
 
 
24,043

 
11,107

 
59,499

 
27,654

Gross profit
 
 
28,743

 
16,239

 
75,561

 
42,182

Operating expenses
 
 
 
 
 
 
 
 
 
Sales and marketing
 
 
18,216

 
11,433

 
47,847

 
33,720

Research and development, net of refundable tax credits of $223 and $523 (2014 – $240 and $720)
 
 
10,068

 
6,563

 
26,181

 
19,296

General and administrative
 
 
4,759

 
2,352

 
12,770

 
6,286

Total operating expenses
 
 
33,043

 
20,348

 
86,798

 
59,302

Loss from operations
 
 
(4,300)

 
(4,109)

 
(11,237)

 
(17,120)

Other income (expenses)
 
 
 
 
 
 
 
 
 
Interest income, net
 
 
57

 
15

 
98

 
38

Foreign exchange loss
 
 
(414)

 
(174)

 
(1,344)

 
(431)

 
 
 
(357)

 
(159)

 
(1,246)

 
(393)

Net loss and comprehensive loss
 
 
(4,657)

 
(4,268)

 
(12,483)

 
(17,513)

Basic and diluted net loss per share attributable to shareholders
8
 
$
(0.06
)
 
$
(0.11
)
 
$
(0.22
)
 
$
(0.45
)
Weighted average shares used to compute basic and diluted net loss per share attributable to shareholders
8
 
75,901,840

 
39,036,334

 
56,229,575

 
38,850,291


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


3


Shopify Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Expressed in US $000’s
 
 
 
Nine months ended
 
 
 
September 30, 2015
 
September 30, 2014
 
Note
 
$
 
$
Cash flows from operating activities
 
 
 
 
 
Net loss for the period
 
 
(12,483)
 
(17,513)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
Amortization and depreciation
 
 
5,034
 
3,363

Stock-based compensation
 
 
5,012
 
2,428

Vesting of restricted shares
 
 
267
 
539

Unrealized foreign exchange loss
 
 
1,507
 
261

Changes in lease incentives
 
 
2,232
 
3,099

Change in deferred revenue
 
 
4,442
 
1,977

Changes in non-cash working capital items
9
 
4,788
 
674

Net cash provided by (used in) operating activities
 
 
10,799
 
(5,172)

Cash flows from investing activities
 
 
 
 
 
Purchase of marketable securities
 
 
(82,812)
 
(20,162)

Sale of marketable securities
 
 
23,975
 

Acquisitions of property and equipment
 
 
(11,367)
 
(11,143)

Acquisitions of intangible assets
 
 
(2,397)
 
(1,441)

Net cash used in investing activities
 
 
(72,601)
 
(32,746)

Cash flows from financing activities
 
 
 
 
 
Proceeds from initial public offering, net of issuance costs
 
 
136,251
 

Proceeds from the exercise of stock options
 
 
241
 
115

Net cash provided by financing activities
 
 
136,492
 
115

Effect of foreign exchange on cash and cash equivalents
 
 
(1,328)
 
(361)

Net increase (decrease) in cash and cash equivalents
 
 
73,362
 
(38,164)

Cash and cash equivalents – Beginning of Period
 
 
41,953
 
83,529

Cash and cash equivalents – End of Period
 
 
115,315
 
45,365

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


4

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
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. The Company provides a leading cloud-based multichannel commerce platform designed for small and medium-sized businesses. Using a single interface, the Company’s merchants can design, set up and manage their business across multiple sales channels, including web, mobile storefronts, social media storefronts, and brick-and-mortar and pop-up shops. The Company’s 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, build customer relationships and leverage analytics and reporting. The Company’s platform is engineered to enterprise-level standards and functionality while designed for simplicity and ease-of-use.
The Company’s headquarters and principal place of business are in Ottawa, Canada.
Initial Public Offering
In May 2015, the Company completed its initial public offering, or IPO, in which it issued and sold 8,855,000 Class A subordinate voting shares at a public offering price of $17.00 per share (including the 1,155,000 Class A subordinate voting shares purchased by the underwriters pursuant to the exercise of the over-allotment option). The Company received net proceeds of $136,251 after deducting underwriting discounts and commissions of $10,537 and other offering expenses of $3,747. Immediately prior to consummation of the IPO, all of the then-outstanding common shares were redesignated as an aggregate of 39,780,952 Class B multiple voting shares, and upon consummation of the IPO, all of the then-outstanding redeemable convertible preferred stock automatically converted into an aggregate of 27,159,277 Class B multiple voting shares.

2.
Basis of Presentation and Consolidation
These unaudited condensed consolidated financial statements include the accounts of the Company and its directly and indirectly wholly owned subsidiaries: Shopify Payments (Canada) Inc., incorporated in Canada; Shopify (Ireland) Limited., incorporated in Ireland; Shopify (Australia) Pty Ltd., incorporated in Australia; and the following United States subsidiaries each incorporated in Delaware: Shopify Payments (USA) Inc., Shopify Data Processing (USA) Inc., Shopify LLC and Shopify Holdings (USA) Inc. On February 19, 2015 the Company dissolved and wound up two inactive shell subsidiaries, Jet Cooper Ltd., incorporated in Canada; and Atatomic Inc., incorporated in Canada. The wind-up had no accounting impact on the unaudited condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated upon consolidation.
These unaudited condensed 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. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, results of operations and comprehensive loss, cash flows and changes in shareholders’ equity for the interim periods. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014. The condensed consolidated balance sheet at December 31, 2014 was derived from the audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements.
The results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results expected for the full fiscal year.


5

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Expressed in US $000’s except share and per share amounts


3.
Significant accounting policies
The unaudited condensed consolidated financial statements follow the same accounting policies as the most recent annual consolidated financial statements.
The Company has not adopted any new accounting policies in the three and nine months ended September 30, 2015.
Use of Estimates
The preparation of consolidated financial statements, in accordance with U.S. GAAP, requires management to make estimates, judgements 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 items that are subject to estimation and assumptions include: estimates related to contingencies and refundable tax credits; chargebacks on Shopify Payments transactions that are unrecoverable from merchants; recoverability of deferred tax assets; fair values of assets and liabilities acquired in business combinations; capitalization of software development costs; estimated useful life of property and equipment and intangible assets; and estimates relating to the recoverability of lease inducements; assumptions used when employing the Black-Scholes valuation model to estimate the fair value of stock-based awards. Actual results may differ from the estimates made by management.
Concentration of Credit Risk
The Company’s cash and cash equivalents, marketable securities, trade and other receivables, and foreign exchange forward contracts 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 forward contracts only with large Canadian and United States banks and financial institutions that are considered to be highly creditworthy. 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 receivables. Trade and other receivables are monitored on an ongoing basis to ensure timely collection of amounts. 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 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 Canadian dollar and the United States dollar. The Company is exposed to foreign exchange fluctuations on the revaluation of foreign currency 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 counterparties.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-9 “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 August 2015 the Financial Accounting Standards Board issued ASU No. 2015-14, which deferred the effective date for all entities by one year. The standard becomes effective for reporting periods beginning after December 15, 2017. Early adoption is permitted starting January 1, 2017. The Company is currently assessing the impact of these standards.

6

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Expressed in US $000’s except share and per share amounts


In February 2015, the Financial Accounting Standards Board issued ASU No. 2015-02 “Consolidations (Topic 810)—Amendments to the Consolidation Analysis”. The new standard makes amendments to the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities will be considered a variable-interest entity (“VIE”) unless the limited partners hold substantive kick-out rights or participating rights. The standard is effective for annual periods beginning after December 15, 2015. The Company is currently assessing the impact of these amendments.
In April 2015, the Financial Accounting Standards Board issued ASU No. 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. The amendment is effective for interim and annual periods beginning after December 15, 2015 with early adoption permitted. The Company is currently assessing the impact of this new standard.
In May 2015, the Financial Accounting Standards Board issued ASU 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value Per Share (or Its Equivalent)”, which amends ASC 820, Fair Value Measurement. The standard removes the requirement to categorize within the fair value hierarchy investments for which fair value is measured using the net asset value per share practical expedient and removes certain related disclosure requirements. The standard will be effective for the Company’s fiscal year beginning January 1, 2016. The Company is currently assessing the impact of this new standard.


4.
Fair Value Measurements
The carrying amounts for cash and cash equivalents, marketable securities, trade receivables, other receivables, 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.
As of September 30, 2015, the Company’s financial instruments, measured at fair value on a recurring and non-recurring basis, were as follows:
 
Amount at
Fair Value
$
 
Fair Value Measurements Using  
 
Level 1    
$
 
Level 2    
$
 
Level 3    
$
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
13,540
 
13,540

 

 

U.S. term deposits
1,250
 
1,250

 

 

Marketable securities:
 
 
 
 
 
 
 
U.S. federal bonds
32,061
 
32,061

 

 

Corporate bonds
39,560
 

 
39,560

 

Long-term marketable securities:

 


 


 


Corporate bonds
4,545
 

 
4,545

 

All cash equivalents and marketable securities mature within the next year of the consolidated balance sheet date. All long-term marketable securities mature within the next two years of the consolidated balance sheet date.

7

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Expressed in US $000’s except share and per share amounts


As of December 31, 2014, the Company’s financial instruments, measured at fair value on a recurring and non-recurring basis, were as follows:
 
 
Amount at
Fair Value
$
 
Fair Value Measurements Using  
 
Level 1   
 
 
Level 2
$
 
Level 3
$
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
31,271
 
31,271

 

 

Canadian guaranteed investment certificates
1,294
 
1,294

 

 

U.S. term deposits
3,500
 
3,500

 

 

Marketable securities:
 
 
 
 
 
 
 
U.S. federal bonds
5,502
 
5,502

 

 

Corporate bonds
12,207
 

 
12,207

 

Derivatives:
 
 
 
 
 
 
 
Foreign exchange forward contracts
7
 

 
7

 

As at December 31, 2014 the Company held foreign exchange forward contracts to convert USD into CAD to fund a portion of its operations. 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 three and nine months ended September 30, 2015.

5.
Credit facility
In March 2015, the Company entered into a credit facility with Silicon Valley Bank, which provides for a $25,000 revolving line of credit bearing interest at the U.S. prime rate, as established by the Wall Street Journal plus or minus 25 basis points per annum. As at September 30, 2015 the effective rate was 3.00%. The credit facility is collateralized by substantially all of the Company’s assets, including the stock of its subsidiaries, but excluding the Company’s intellectual property, which is subject to a negative pledge, and has a maturity date of March 11, 2016. As of September 30, 2015, no amounts have been drawn under this credit facility and the Company is in compliance with all of the covenants contained therein.

6.
Commitments and Contingencies
Operating Leases
Rent expense was $1,644 and $1,262 for the three months ended September 30, 2015 and 2014, respectively, and $4,666 and $3,157 for the nine months ended September 30, 2015 and 2014, respectively.
Amounts of minimum future annual rental commitments under non-cancellable operating leases in each of the next five years and thereafter are as follows:  
Fiscal Year
Amount ($)
Remainder of 2015
1,469
2016
6,378
2017
8,482
2018
8,577
2019
8,629
Thereafter
52,851
Total future minimum lease payments
86,386

8

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Expressed in US $000’s except share and per share amounts


Sales taxes
In fiscal 2014, the Company determined that it owed amounts related to sales and use taxes in various states and local jurisdictions and as a result recorded a sales tax liability of $2,182, which was included in general and administrative expenses for the year ended December 31, 2014. During the nine months ended September 30, 2015 the Company registered in applicable states, filed all necessary voluntary disclosure agreements and began charging sales taxes to its merchants. As a result of business activities, in the three and nine months ended September 30, 2015, the Company recognized additional sales taxes of nil and $566 within general and administrative expenses. During the nine months ended September 30, 2015, all voluntary disclosure agreements were accepted by state authorities and fully paid.

7.
Shareholders’ Equity
Convertible Preferred Shares
Upon the completion of the Company’s IPO, all of the then outstanding convertible preferred shares were converted into 27,159,277 Class B multiple voting shares.
Common Stock Authorized
Immediately prior to the completion of the Company’s IPO, all of the then outstanding 39,780,952 common shares were redesignated as Class B multiple voting shares. The Company is authorized to issue an unlimited amount of Class A subordinate voting shares and an unlimited amount 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 A subordinate voting shares are not convertible into any other class of shares, including Class B multiple voting shares. 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. In addition, Class B multiple voting shares will automatically convert into Class A subordinate voting shares in certain other circumstances. In connection with historical acquisitions, the Company has also issued restricted shares. The restricted shares vest evenly, on a month-by-month basis, and are contingent on future services being provided.
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”). Under the Legacy Option Plan, the Board of Directors was authorized to grant options to purchase common shares to both employees and non-employees. The Compensation Committee, or in their absence, the Board of Directors, was given the authority to set the exercise prices of all options granted based upon not less than the fair market value of the common shares of the Company on the date of grant. In October 2010, an amendment was made to the Legacy Option Plan to set all future option grants, unless otherwise specified by the Board at the time of grant, on a vesting schedule over four years with 25% vesting after one year and the remainder vesting 1/48 each month thereafter. In April 2013, an amendment was made to the Legacy Option Plan to provide that the term of the options shall be exercisable until the tenth anniversary of their grant date. In December 2013 the Board of Directors approved a modification to the Legacy Option Plan which allowed for uniform vesting at 1/48 each month starting immediately in the first month after an option grant for any grant issued to employees subsequent to their initial grant. At that time, the Board of Directors also approved a modification that changed the initial vesting commencement date from three months following the employment or engagement start date to the actual employment or engagement start date. Immediately prior to the completion of the Company’s IPO, a total of 14,982,341 options were outstanding under the Legacy Option Plan, and, in connection with the closing of the offering, each such option 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.

9

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Expressed in US $000’s except share and per share amounts


The Company’s Board of Directors and shareholders have approved a new stock option plan (“Stock Option Plan”), which became effective on May 27, 2015, as well as a long-term incentive plan (“LTIP”). The Stock Option Plan will allow 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 LTIP provides for the grant of share units, or LTIP Units, consisting of restricted share units (“RSU”), performance share units (“PSU”), and deferred share units (“DSU”). 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. 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 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 balance sheet date there have been nil PSU or DSU granted.
The following table summarizes the stock option and RSU award activities under the Company's share-based compensation plans for the nine months ended September 30, 2015:
 
Shares Subject to Options Outstanding
 
Outstanding RSUs
 
Number of Options (1)
 
Weighted Average Exercise Price
$
 
Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value (2)
$
 
Outstanding RSUs
 
Weighted Average Grant Date Fair Value
$
Balance as at December 31, 2014
15,031,388

 
1.32

 
7.16

 
73,642

 

 

Stock options granted
919,650

 
19.31

 
 
 
 
 

 

Stock options exercised
(753,299
)
 
0.32

 
 
 
 
 

 

Stock options forfeited
(253,293
)
 
3.11

 
 
 
 
 

 

RSUs granted

 

 
 
 
 
 
221,415

 
35.14

RSUs forfeited/cancelled

 

 
 
 
 
 
(3,985
)
 
35.14

Balance as at September 30, 2015
14,944,446

 
2.44

 
6.65

 
489,583

 
217,430

 
35.14

 
 
 
 
 
 
 
 
 
 
 
 
Stock options exercisable as of September 30, 2015
10,288,924

 
0.56

 
5.76

 
356,400

 
 
 
 
(1) As at September 30, 2015 14,465,546 of the outstanding stock options were granted under the Company's Legacy Option Plan and are exercisable for Class B multiple voting shares and 478,900 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 assessed fair value of our common stock as of December 31, 2014 and the closing market price of our common stock as of September 30, 2015.





10

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Expressed in US $000’s except share and per share amounts


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.  
 
Three months ended 
 
Nine months ended
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
$
 
$
 
$
 
$
Cost of revenues
67
 
54
 
198
 
159
Sales and marketing
325
 
161
 
681
 
451
Research and development
1,248
 
512
 
2,853
 
2,010
General and administrative
628
 
156
 
1,547
 
347
 
2,268
 
883
 
5,279
 
2,967
 
The Company capitalized $92 and $23 of stock-based compensation as software development costs in the three-month periods ended September 30, 2015 and 2014 and $286 and $56 of stock-based compensation as software development costs in the nine-month periods ended September 30, 2015 and 2014.

8.
Earnings per Share
The Company applied 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.
 
Three months ended  
 
Nine months ended
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
Basic weighted average number of shares outstanding
75,901,840

 
39,036,334

 
56,229,575

 
38,850,291

The following items have been excluded from the diluted weighted average number of shares outstanding because they are anti-dilutive:
 
 
 
 
 
 
 
Stock options
14,944,446

 
13,213,518

 
14,944,446

 
13,213,518

Restricted share units
217,430

 

 
217,430

 

Restricted shares
68,915

 
221,123

 
68,915

 
221,123

Convertible preferred shares

 
27,159,277

 

 
27,159,277

 
15,230,791

 
40,593,918

 
15,230,791

 
40,593,918

In the three and nine months ended September 30, 2015 and 2014, the Company was in a loss position and therefore fully diluted loss per share is equal to basic loss per share.


11

Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Expressed in US $000’s except share and per share amounts


9.
Supplemental Cash Flow Information Items
The following table presents the changes in non-cash working capital items.
 
Nine months ended
 
September 30, 2015
 
September 30, 2014
 
$
 
$
Trade and other receivables
3,463
 
(2,559)
Other current assets
(3,209)
 
(293)
Accounts payable and accrued liabilities
4,534
 
3,526
 
4,788
 
674
As of September 30, 2015 and 2014, $884 and $3,074 of acquired property and equipment remained unpaid and in accounts payable.


12