EX-99.1 2 exhibit991financialsta.htm EX-99.1 Document

EXHIBIT 99.1




shop6kcopyimage1a501.jpg

Condensed Consolidated
Financial Statements
(unaudited)
June 30, 2020




Shopify Inc.
Condensed Consolidated Balance Sheets
(unaudited)
Expressed in US $000’s except share amounts
As at 
June 30, 2020December 31, 2019
Note$$
Assets
Current assets
Cash and cash equivalents41,882,362  649,916  
Marketable securities42,118,593  1,805,278  
Trade and other receivables, net5106,409  90,529  
Merchant cash advances, loans and related receivables, net6166,495  150,172  
Income taxes receivable1349,173  —  
Other current assets66,162  48,833  
4,389,194  2,744,728  
Long-term assets
Property and equipment, net795,506  111,398  
Intangible assets, net151,254  167,282  
Right-of-use assets7126,213  134,774  
Deferred tax assets1324,407  19,432  
Goodwill8311,865  311,865  
709,245  744,751  
Total assets5,098,439  3,489,479  
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities240,996  181,193  
Income taxes payable131,062  69,432  
Deferred revenue567,455  56,691  
Lease liabilities710,993  9,066  
320,506  316,382  
Long-term liabilities
Deferred revenue56,866  5,969  
Lease liabilities7142,128  142,641  
Deferred tax liabilities13—  8,753  
148,994  157,363  
Commitments and contingencies7, 10
Shareholders’ equity
Common stock, unlimited Class A subordinate voting shares authorized, 108,221,159 and 104,518,173 issued and outstanding; unlimited Class B multiple voting shares authorized, 11,874,317 and 11,910,802 issued and outstanding
114,859,950  3,256,284  
Additional paid-in capital73,578  62,628  
Accumulated other comprehensive income (loss)12(4,934) 1,046  
Accumulated deficit(299,655) (304,224) 
Total shareholders’ equity4,628,939  3,015,734  
Total liabilities and shareholders’ equity5,098,439  3,489,479  

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


2



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

Three months endedSix months ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
Note$$$$
Revenues
Subscription solutions196,434  153,047  384,043  293,498  
Merchant solutions517,907  208,932  800,299  388,963  
714,341  361,979  1,184,342  682,461  
Cost of revenues
Subscription solutions44,400  29,538  82,112  57,523  
Merchant solutions294,907  127,676  470,246  239,882  
339,307  157,214  552,358  297,405  
Gross profit375,034  204,765  631,984  385,056  
Operating expenses
Sales and marketing144,850  119,210  299,712  224,232  
Research and development133,227  85,520  249,623  161,875  
General and administrative7, 1583,307  34,922  128,149  65,225  
Transaction and loan losses3, 1513,366  4,733  27,449  9,134  
Total operating expenses374,750  244,385  704,933  460,466  
Income (loss) from operations284  (39,620) (72,949) (75,410) 
Other income
Interest income, net5,952  12,174  16,419  24,252  
Foreign exchange gain (loss)(1,868) (1,232) 774  (1,671) 
4,084  10,942  17,193  22,581  
Income (loss) before income taxes4,368  (28,678) (55,756) (52,829) 
Recovery of income taxes1331,630  —  60,325  —  
Net income (loss)35,998  (28,678) 4,569  (52,829) 
Other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedges1214,495  6,746  (8,136) 16,020  
Tax effect on unrealized gain (loss) on cash flow hedges(3,842) —  2,156  —  
Comprehensive income (loss)46,651  (21,932) (1,411) (36,809) 
Net income (loss) per share attributable to shareholders:
Basic 14$0.30  $(0.26) $0.04  $(0.47) 
Diluted14$0.29  $(0.26) $0.04  $(0.47) 
Shares used to compute net income (loss) per share attributable to shareholders:
Basic14118,740,645  112,013,409  117,773,612  111,470,359  
Diluted14122,749,980  112,013,409  121,919,207  111,470,359  

The accompanying notes are an integral part of these condensed consolidated financial statements.
3



Shopify Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)
Expressed in US $000’s except share amounts
NoteCommon Stock  Additional
Paid-In Capital
$
Accumulated Other Comprehensive Income (Loss)
$
Accumulated Deficit
$
Total
$
SharesAmount
$
As at December 31, 2018110,392,689  2,215,936  74,805  (12,216) (187,757) 2,090,768  
Adjustment related to the transition to Topic 842, Leases—  —  —  —  8,375  8,375  
As at January 1, 2019110,392,689  2,215,936  74,805  (12,216) (179,382) 2,099,143  
Exercise of stock options747,686  18,964  (6,908) —  —  12,056  
Stock-based compensation—  —  31,596  —  —  31,596  
Vesting of restricted share units342,152  30,340  (30,340) —  —  —  
Net loss and comprehensive loss for the period—  —  —  9,274  (24,151) (14,877) 
As at March 31, 2019111,482,527  2,265,240  69,153  (2,942) (203,533) 2,127,918  
Exercise of stock options738,873  24,173  (8,605) —  —  15,568  
Stock-based compensation—  —  39,630  —  —  39,630  
Vesting of restricted share units309,173  23,785  (23,785) —  —  —  
Net loss and comprehensive loss for the period—  —  —  6,746  (28,678) (21,932) 
As at June 30, 2019112,530,573  2,313,198  76,393  3,804  (232,211) 2,161,184  

















4



Shopify Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)
Expressed in US $000’s except share amounts
NoteCommon Stock  Additional
Paid-In Capital
$
Accumulated Other Comprehensive Income (Loss)
$
Accumulated Deficit
$
Total
$
SharesAmount
$
As at December 31, 2019116,428,975  3,256,284  62,628  1,046  (304,224) 3,015,734  
Exercise of stock options409,965  30,753  (11,326) —  —  19,427  
Stock-based compensation—  —  53,752  —  —  53,752  
Vesting of restricted share units385,757  46,370  (46,370) —  —  —  
Net loss and comprehensive loss for the period—  —  —  (16,633) (31,429) (48,062) 
As at March 31, 2020117,224,697  3,333,407  58,684  (15,587) (335,653) 3,040,851  
Exercise of stock options454,851  30,272  (12,104) —  —  18,168  
Stock-based compensation—  —  62,324  —  —  62,324  
Vesting of restricted share units288,428  35,326  (35,326) —  —  —  
Issuance of Class A subordinate voting shares, net of offering costs of $28,305112,127,500  1,460,945  —  —  —  1,460,945  
Net income and comprehensive income for the period—  —  —  10,653  35,998  46,651  
As at June 30, 2020120,095,476  4,859,950  73,578  (4,934) (299,655) 4,628,939  

The accompanying notes are an integral part of these condensed consolidated financial statements.
5



Shopify Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Expressed in US $000’s
Six months ended
June 30, 2020June 30, 2019
$$
Cash flows from operating activities
Net income (loss) for the period4,569(52,829) 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization and depreciation34,29714,207  
Stock-based compensation116,07670,432  
Impairment of right-of-use assets and leasehold improvements731,623—  
Provision for transaction and loan losses12,0407,398  
Deferred income taxes(13,728)—  
Unrealized foreign exchange (gain) loss(1,231)1,917  
Changes in operating assets and liabilities:
Trade and other receivables(18,980)(20,540) 
Merchant cash advances, loans and related receivables(22,349)(31,222) 
Other current assets(20,815)(5,910) 
Accounts payable and accrued liabilities61,65956,049  
Income tax assets and liabilities(115,387)—  
Deferred revenue11,6616,345  
Lease assets and liabilities8001,555  
Net cash provided by operating activities80,23547,402  
Cash flows from investing activities
Purchase of marketable securities(1,970,693)(1,022,814) 
Maturity of marketable securities1,659,1591,249,319  
Acquisitions of property and equipment(25,329)(30,437) 
Acquisitions of intangible assets(262)(1,935) 
Acquisition of businesses, net of cash acquired(12,476) 
Net cash (used in) provided by investing activities(337,125)181,657  
Cash flows from financing activities
Proceeds from public offering, net of issuance costs111,460,945—  
Proceeds from the exercise of stock options37,59527,624  
Net cash provided by financing activities1,498,54027,624  
Effect of foreign exchange on cash and cash equivalents(9,204)1,624  
Net increase in cash and cash equivalents1,232,446258,307  
Cash and cash equivalents – Beginning of Period649,916410,683  
Cash and cash equivalents – End of Period1,882,362668,990  
Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities included in cash flows from operating activities10,1427,209  
Lease liabilities arising from obtaining right-of-use assets24,429103,310  
Acquired property and equipment remaining unpaid1,502963  

The accompanying notes are an integral part of these condensed consolidated financial statements.
6


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. Shopify is a leading global commerce company, providing trusted tools to start, grow, market, and manage a retail business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for reliability, while delivering a better shopping experience for consumers everywhere. 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, fulfill and 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 unaudited condensed consolidated financial statements include the accounts of the Company and its directly and indirectly held wholly owned subsidiaries. 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 annual 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 income (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, 2019. The unaudited condensed consolidated balance sheet at December 31, 2019 was derived from the audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements.

The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results expected for the full fiscal year.

3.Significant Accounting Policies

Except for the adoption of Topic 326, Financial Instruments - Credit Losses, which is discussed below, there have been no material changes to the Company’s significant accounting policies during the three and six months ended June 30, 2020, as compared to the significant accounting policies described in the Company’s annual consolidated financial statements for the year ended December 31, 2019.

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 condensed consolidated financial statements include: key judgments related to revenue recognition in determining whether the
7


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

Company is the principal or an agent to the arrangements with merchants, and the estimated period over which contract costs should be amortized; estimates of future events and the impact on our provisions for expected credit losses related to our financial assets measured at amortized cost, including our contract balances and merchant cash advances and loans; recoverability of deferred tax assets; estimated annual effective tax rate; income projections and discount rates used to fair value acquired intangible assets; estimates involved in calculating the impairment of our right-of-use assets and leasehold improvements, including, but not limited to, the determination of asset groups and the calculation of their fair values; changes in the useful lives of leasehold improvements and other fixed assets; and the discount rate used to determine the present value of lease payments. 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, merchant cash advances, loans and related receivables, 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 that insures a portion of the merchant cash advances and loans offered by Shopify Capital. The receivable related to insurance recoveries is included in the merchant cash advances, loans and related receivables balance. There are no receivables from individual merchants accounting for 10% or more of revenues or receivables. Potential ongoing effects from the novel coronavirus "COVID-19" pandemic on the Company's credit risk have been considered and have resulted in adjustments to the Company's allowances for expected credit losses on contract balances and merchant cash advances and loans, as discussed in notes 5 and 6, respectively. The Company continues its assessment given the fluidity of COVID-19's global impact.

Provision for Credit Losses 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 condensed consolidated balance sheet date, net of an allowance for expected credit losses. The Company estimates the provision based on an assessment of various factors, including historical trends, merchants' gross merchandise volume, supportable forecasted information and other factors, including the potential impact of COVID-19, that may affect the merchants' ability to make future payments on the receivables. Additions to the provision are reflected in current operating results, while charges against the provision are made when losses are incurred. These additions are classified within transaction and loan losses on the condensed consolidated statements of operations and comprehensive income (loss). Recoveries are reflected as a reduction in the allowance for credit losses related to merchant cash advances and loans when the recovery occurs.

Provision for Transaction Losses Related to Shopify Payments

Payments losses arise when refunded merchant transactions cannot be recovered. The Company estimates the provision based on an assessment of various factors, including historical trends, gross merchandise volume facilitated using Shopify Payments, supportable forecasted information and other factors, including the potential impact of COVID-19, that may increase the volume of refunded transactions. Additions to the provision are reflected in current operating results, while charges against the provision are made when
8


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

losses are incurred. These additions are classified within transaction and loan losses on the condensed consolidated statements of operations and comprehensive income (loss).

Interest Rate Risk

Certain of the Company’s cash, cash equivalents and marketable securities and loans 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 ("CAD") and the USD. 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 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 income (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.
Three months ended
June 30, 2020June 30, 2019
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)
$
Revenues714,341  2,354  716,695  361,979  657  362,636  
Cost of revenues(339,307) (2,065) (341,372) (157,214) (946) (158,160) 
Operating expenses(374,750) (10,175) (384,925) (244,385) (7,359) (251,744) 
Income (loss) from operations284  (9,886) (9,602) (39,620) (7,648) (47,268) 
Six months ended
June 30, 2020June 30, 2019
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)
$
Revenues1,184,342  3,300  1,187,642  682,461  1,208  683,669  
Cost of revenues(552,358) (3,342) (555,700) (297,405) (1,860) (299,265) 
Operating expenses(704,933) (21,944) (726,877) (460,466) (18,292) (478,758) 
Loss from operations(72,949) (21,986) (94,935) (75,410) (18,944) (94,354) 
(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 income (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 rates.

9


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


Accounting Pronouncements Adopted in the Period

In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces 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. In May 2019, the Financial Accounting Standards Board issued ASU No. 2019-05, Financial Instruments - Credit Losses, which provides transition relief that is optional for, and available to, all reporting entities within the scope of Topic 326. The updates are effective for annual periods beginning after December 15, 2019 including interim periods within those periods. The Company adopted the standard effective January 1, 2020 using a modified retrospective approach. Upon adoption, the Company changed its approach to estimating its expected credit losses, which did not have a material impact on any of its existing allowances at that time.

4.Financial Instruments

As at June 30, 2020, the carrying amount and fair value of the Company’s financial instruments were as follows:
Level 1
$
Level 2
$
Level 3
$
Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
Assets:
Cash equivalents:
U.S. federal bonds24,993  24,992  —  —  —  —  
Marketable securities:
U.S. term deposits500,000  502,508  —  —  —  —  
U.S. federal bonds813,020  814,094  —  —  —  —  
Canadian federal bonds215,446  215,495  —  —  —  —  
Corporate bonds and commercial paper—  —  590,127  593,208  —  —  
Derivative assets:
Foreign exchange forward contracts—  —  2,344  2,344  —  —  
Liabilities:
Derivative liabilities:
Foreign exchange forward contracts—  —  4,650  4,650  —  —  
The fair values above include accrued interest of $5,294, which is excluded from the carrying amounts. The accrued interest is included in Trade and other receivables in the condensed consolidated balance sheets.

10


Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Expressed in US $000's except share and per share amounts
As at December 31, 2019, the carrying amount and fair value of the Company’s financial instruments were as follows: 
Level 1   
Level 2
$
Level 3
$
Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
Assets:
Cash equivalents:
Repurchase agreements—  —  200,000  200,009  —  —  
Marketable securities:
U.S. term deposits300,000  301,354  —  —  —  —  
U.S. federal bonds222,713  223,403  —  —  —  —  
Canadian federal bonds69,922  69,919  —  —  —  —  
Corporate bonds and commercial paper—  —  1,212,643  1,216,822  —  —  
Derivative assets:
Foreign exchange forward contracts—  —  5,830  5,830  —  —  
The fair values above include accrued interest of $5,754, which is excluded from the carrying amounts. The accrued interest is included in Trade and other receivables in the condensed consolidated balance sheets.

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

As at June 30, 2020, the Company held equity investments in private companies carried at cost of $12,500 (December 31, 2019 - $2,500), with no observable price changes or indicators of impairment.

As at June 30, 2020, the Company held foreign exchange forward contracts to convert USD into CAD, with a total notional value of $303,945 (December 31, 2019 - $285,700), 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.

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 June 30, 2020, $2,344 of unrealized gains and $4,650 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 income (loss) and current assets and current liabilities on the condensed consolidated balance sheet. These amounts are expected to be reclassified into earnings over the next twelve months. In the three and six months ended June 30, 2020, $4,011 and $5,306 of realized losses (June 30, 2019 - $2,215 and $5,493 of realized losses) related to the maturity of foreign exchange forward contracts designated as cash flow hedges were included in cost of revenues and operating expenses. Under the current hedging program, the Company is hedging cash flows associated with payroll and facility costs.


11


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

5.Contract Balances
        
When revenue is recognized, the Company records a receivable that is included in trade and other receivables on the condensed consolidated balance sheet. Trade receivables and unbilled revenues, net of allowance for credit losses, were as follows:
 June 30,
2020
December 31, 2019January 1, 2019
$$$
Unbilled revenues40,291  31,629  12,653  
Indirect taxes receivable38,277  36,821  3,774  
Trade receivables17,549  9,660  11,191  
Accrued interest5,294  5,754  5,109  
Other receivables4,998  6,665  8,620  
 106,409  90,529  41,347  
        
The allowance for credit losses reflects our best estimate of probable losses inherent in our unbilled revenues and trade receivables accounts. The Company determined the provision based on known troubled accounts, historical experience, supportable forecasts of collectibility, potential impacts of COVID-19 and other currently available evidence. 

Activity in the allowance for credit losses was as follows:
Three months ended
Six months ended
 June 30, 2020June 30, 2019June 30, 2020June 30, 2019
$$$$
Allowance, beginning of the period4,576  1,214  2,894  1,023  
Provision for credit losses related to uncollectible receivables(1)
2,443  569  4,149  1,285  
Write-offs(1,404) (212) (1,428) (737) 
Allowance, end of the period5,615  1,571  5,615  1,571  
(1) The provision for the three and six months ended June 30, 2020 includes expected losses as a result of macroeconomic factors, including the impact of COVID-19.

Changes in deferred revenue were as follows:
Three months ended
Six months ended
 June 30, 2020June 30, 2019June 30, 2020June 30, 2019
$$$$
Balance, beginning of the period68,464  44,757  62,660  41,061  
Deferral of revenue39,360  27,167  50,517  36,178  
Recognition of deferred revenue(33,503) (24,125) (38,856) (29,440) 
Balance, end of the period74,321  47,799  74,321  47,799  
Current portion67,455  45,707  
Long term portion6,866  2,092  
74,321  47,799  
The opening balances of current and long-term deferred revenue were $39,180 and $1,881, respectively, as of January 1, 2019.
12


Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Expressed in US $000's except share and per share amounts
6.Merchant Cash Advances, Loans and Related Receivables
        
June 30,
2020
December 31, 2019January 1, 2019
$$$
Merchant cash advances receivable, gross151,065  131,227  77,653  
Related receivables(1)
4,700  3,179  4,482  
Allowance for credit losses related to uncollectible merchant cash advances receivable(15,577) (10,420) (6,249) 
Loans receivable, gross28,863  28,547  16,959  
Allowance for credit losses related to uncollectible loans receivable(2,556) (2,361) (972) 
Merchant cash advances, loans and related receivables, net166,495  150,172  91,873  
(1) Presentation of related receivables represents a comparative figure reclassification referenced in note 15.

The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible merchant cash advances and loans receivable:
Three months endedSix months ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
$$$$
Allowance, beginning of the period19,110  8,866  12,781  7,221  
Provision for credit losses related to uncollectible merchant cash advances receivable(2)
2,560  2,727  9,656  5,567  
Merchant cash advances receivable charged off, net of recoveries(2,300) (2,288) (4,499) (3,789) 
Provision (recovery) for credit losses related to uncollectible loans receivable(2)
(736) 445  1,071  799  
Loans receivable charged off, net of recoveries(501) (178) (876) (226) 
Allowance, end of the period18,133  9,572  18,133  9,572  
Related receivables(1)
(4,700) (3,309) (4,700) (3,309) 
Allowance, net of related receivables13,433  6,263  13,433  6,263  
(1) Presentation of related receivables represents a comparative figure reclassification referenced in note 15.
(2) The provision for the three and six months ended June 30, 2020 includes expected losses as a result of macroeconomic factors, including the impact of COVID-19.


7.Leases

The Company has office leases in Canada, the United States, Singapore, Ireland and other countries in Europe and Asia. These leases have remaining lease terms of 1 year to 12 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. Additional office space leases are set to commence between later this year and 2027, at which point the Company's right-of-use assets and lease liabilities will increase. The Company has entered into various lease agreements for office space that are set to commence after June 30, 2020, which will create significant right-of-use assets and lease liabilities. All of the Company's leases are operating leases.




13


Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Expressed in US $000's except share and per share amounts
The components of lease expense were as follows:
Three months endedSix months ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
$$$$
Operating lease expense5,126  3,895  10,726  7,533  
Variable lease expense, including non-lease components4,067  3,083  7,549  6,307  
Total lease expense9,193  6,978  18,275  13,840  

As at June 30, 2020, the weighted average remaining lease term is 9 years and the weighted average discount rate is 4.3% (December 31, 2019 - 9 years and 4.9%, respectively).
        
During the three months ended June 30, 2020, in light of the COVID-19 pandemic, the Company decided to move from a primarily physical office-centric work model to a primarily digital work-from-home-centric work model. The Company plans to keep, but repurpose certain office locations to support the new model and terminate or sublet other office locations that it ceases to use.

With respect to certain office locations the Company has ceased using, and will be terminated or sublet, the Company has changed its asset groups and recorded impairment charges of $14,785 related to its right-of-use assets and $16,838 related to its leasehold improvements for the three months ended June 30, 2020. These losses were determined by comparing the asset groups' fair values, made up of the right-of-use assets and leasehold improvements, to their carrying values as of the impairment measurement date, as required under ASC 360, Property, Plant and Equipment. Fair value was determined based on the present value of the estimated future cash flows. These estimates may vary from the actual amounts due to termination or sublease agreements ultimately executed, if at all, which may result in an adjustment to the charges. These charges were recorded as general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss).

With respect to certain office locations expected to be kept, but repurposed, the Company has accelerated depreciation of certain leasehold improvements and furniture in order to reflect changes that it plans to make to accommodate greater physical distancing, hoteling of desks and increased team onsite meeting spaces. The Company identified $40,457 of leasehold improvements and furniture that will be accelerated over a 2 to 3 year period as the Company retrofits its existing offices.

Maturities of lease liabilities as at June 30, 2020 were as follows:
Fiscal YearOperating Leases
$
Remainder of 2020
7,431  
202134,919  
202241,228  
202341,368  
202449,867  
Thereafter
390,679  
Total future minimum payments
565,492  
 Minimum payments related to leases that have not yet commenced(152,018) 
Minimum payments related to variable lease payments, including non-lease components
(224,834) 
Imputed interest
(35,519) 
Total lease liabilities
153,121  
14


Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Expressed in US $000's except share and per share amounts
8.Goodwill

The Company's goodwill relates to previous acquisitions of various companies including, but not limited to, 6 River Systems, Inc. ("6RS") which was acquired on October 17, 2019.
No goodwill impairment was recognized in the three and six months ended June 30, 2020 or in the year ended December 31, 2019.
The gross changes in the carrying amount of goodwill as of June 30, 2020 and December 31, 2019 are as follows:
June 30,
2020
December 31, 2019
 
$  
$  
Balance, beginning of the year311,865  38,019  
Acquisition of 6 River Systems, Inc.—  264,527  
Other acquisitions—  9,319  
Balance, end of the period311,865  311,865  

9.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 June 30, 2020 the effective rate was 2.75%, and no cash amounts have been drawn under this credit facility.

10.Commitments and Contingencies

Unconditional Purchase Obligations

The Company has entered into agreements where it commits to certain usage levels related to third party services. The amount of the minimum fixed and determinable portion of the unconditional purchase obligations over the next five years, as at June 30, 2020, was $13,527.

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.

15


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

11.Shareholders’ Equity

Public Offerings

In May 2020, the Company completed a public offering in which it issued and sold 2,127,500 Class A subordinate voting shares at a public offering price of $700.00 per share, including the 277,500 Class A subordinate voting shares purchased by the underwriters pursuant to the exercise of the over-allotment option. The Company received total net proceeds of $1,460,945 after deducting offering fees and expenses of $28,305.

In September 2019, the Company completed a public offering in which it issued and sold 2,185,000 Class A subordinate voting shares at a public offering price of $317.50 per share, including the 285,000 Class A subordinate voting shares purchased by the underwriters pursuant to the exercise of the over-allotment option. The Company received total net proceeds of $688,014 after deducting offering fees and expenses of $5,724, net of tax of $1,541.

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 also 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

As at June 30, 2020 there were 19,327,356 shares reserved for issuance under the Company's Stock Option Plan and Long Term Incentive Plan.

16


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

The following table summarizes the stock option and Restricted Share Unit ("RSU") award activities under the Company's share-based compensation plans for the six months ended June 30, 2020:
Shares Subject to Options OutstandingOutstanding 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 RSUsWeighted Average Grant Date Fair Value
$
December 31, 20193,812,242  54.59  6.14  1,307,565  —  1,939,918  159.13  
Stock options granted236,910  465.60  —  —  179.32  —  —  
Stock options exercised(864,816) 43.48  —  —  —  —  —  
Stock options forfeited(28,199) 139.12  —  —  —  —  —  
RSUs granted—  —  —  —  —  332,178  507.73  
RSUs settled—  —  —  —  —  (674,185) 121.18  
RSUs forfeited—  —  —  —  —  (52,711) 197.19  
June 30, 20203,156,137  87.73  5.97  2,718,918  —  1,545,200  249.33  
Stock options exercisable as of June 30, 20202,179,017  35.57  5.00  1,990,817  
(1) As at June 30, 2020 1,235,273 of the outstanding stock options were granted under the Company's Legacy Option Plan and are exercisable for Class B multiple voting shares, 1,851,767 of the outstanding stock options were granted under the Company's Stock Option Plan and are exercisable for Class A subordinate voting shares, and 69,097 of the outstanding stock options were granted under the 6 River Systems 2016 Amended and Restated Stock Option and Grant 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 June 30, 2020 and December 31, 2019.

As at June 30, 2020 the Company had issued 748 Deferred Share Units under its Long Term Incentive Plan.

In connection with the acquisition of 6RS, 122,080 Class A subordinate voting shares were issued with trading restrictions. The restrictions on these shares are lifted over time and are being accounted for as stock-based compensation as the vesting is contingent on continued employment and therefore related to post-combination services. As at June 30, 2020, 122,080 of the Class A subordinate voting shares remained restricted.

The following table illustrates the classification of stock-based compensation expense in the condensed consolidated statements of operations and comprehensive income (loss), which includes both stock-based compensation and restricted share-based compensation expense.  
Three months endedSix months ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
$$$$
Cost of revenues
1,188  894  2,336  1,608  
Sales and marketing
10,613  8,409  21,820  15,244  
Research and development
39,361  22,983  71,965  41,098  
General and administrative
11,162  6,982  19,955  12,482  
62,324  39,268  116,076  70,432  

17


Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Expressed in US $000's except share and per share amounts
12.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 six months ended June 30, 2020 and 2019:
Accumulated Other Comprehensive Income (Loss)
Six months ended
June 30, 2020June 30, 2019
$$
Balance, beginning of the period1,046  (12,216) 
Other comprehensive income (loss) before reclassifications(13,442) 10,526  
Loss on cash flow hedges reclassified from accumulated other comprehensive income (loss) to earnings were as follows:
Cost of revenues257  300  
Sales and marketing1,390  1,617  
Research and development2,883  2,788  
General and administrative776  789  
Tax effect on unrealized gain (loss) on cash flow hedges2,156  —  
Other comprehensive income (loss), net of tax(5,980) 16,020  
Balance, end of the period(4,934) 3,804  

13.Income Taxes

The Company's provision for or recovery of income taxes is determined by applying the estimated annual effective tax rate to income or loss from recurring operations and adding the effects of any discrete income tax items specific to the period. The Company updates its estimate of the annual effective tax rate each quarter and makes cumulative adjustments if its estimated annual tax rate changes.

The Company’s effective tax rate may be subject to fluctuation during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as the mix of forecasted pre-tax earnings in the various jurisdictions in which the Company operates, valuation allowances against deferred tax assets, the recognition and derecognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business.

In the third quarter of 2019, the Company formally established its EMEA headquarters in Ireland and its Asia-Pacific headquarters in Singapore. As a result of these actions, the Company transferred regional relationship and territory rights from its Canadian entity to enable each regional headquarters to develop and maintain merchant and commercial operations within its respective region, while keeping the ownership of all of the Company's current developed technology within Canada. These transfers reflect the growing proportion of the Company's business occurring internationally and resulted in a one-time capital gain in the third quarter of 2019. The Company's effective tax rates for the three and six months ended June 30, 2020 were approximately 11% and 10%, respectively. As a result of the application of the Company's effective tax rate on the results of ongoing operations, other discrete items, primarily related to tax benefits for share-based compensation, the impairment of right-of-use assets and fixed assets, the Company's ability to carry-back losses to prior years in Canada, and the recognition of deferred tax assets in the United States, the Company has a recovery of income taxes of $31,630 and $60,325 in the three and six months ended June 30, 2020.

18


Shopify Inc.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Expressed in US $000's except share and per share amounts
14.Net Income (Loss) per Share

The Company applies the two-class method to calculate its basic and diluted net income (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 endedSix months ended
June 30, 2020June 30, 2019June 30, 2020June 30, 2019
Numerator:
Net income (loss)
$35,998  $(28,678) $4,569  $(52,829) 

Denominator:
Basic weighted average number of shares outstanding
118,740,645  112,013,409  117,773,612  111,470,359  
Effect of dilutive securities
4,009,335  —  4,145,595  —  
Diluted weighted average number of shares
122,749,980  112,013,409  121,919,207  111,470,359  

Net income (loss) per share:
Basic
$0.30  $(0.26) $0.04  $(0.47) 
Diluted
$0.29  $(0.26) $0.04  $(0.47) 

Common stock equivalents excluded from income (loss) per diluted share because they are anti-dilutive
—  6,628,521  —  6,628,521  

In the three and six months ended June 30, 2019, the Company was in a loss position and therefore diluted loss per share is equal to basic loss per share.

15.Comparative Figures
        
Certain comparative figures have been reclassified in order to conform to the current period presentation.
19