EX-99.1 2 exhibit991shopify6kq1.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1







Condensed Consolidated
Financial Statements
(unaudited)
March 31, 2016





Shopify Inc.
Condensed Consolidated Balance Sheets
(unaudited)
Expressed in US $000’s except share amounts

 
 
 
As at 
 
 
 
March 31, 2016
 
December 31, 2015
 
Note
 
$
 
$
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
4
 
83,864

 
110,070

Marketable securities
4
 
105,600

 
80,103

Trade and other receivables
 
 
6,548

 
6,089

Other current assets
 
 
7,149

 
6,203

 
 
 
203,161

 
202,465

Long term assets
 
 
 
 
 
Property and equipment
 
 
34,558

 
33,048

Intangible assets
 
 
5,182

 
5,826

Goodwill
 
 
2,373

 
2,373

 
 
 
42,113

 
41,247

Total assets
 
 
245,274

 
243,712

Liabilities and shareholders’ equity
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable and accrued liabilities
 
 
27,070

 
23,689

Current portion of deferred revenue
 
 
14,522

 
12,726

Current portion of lease incentives
 
 
935

 
822

 
 
 
42,527

 
37,237

Long term liabilities
 
 
 
 
 
Deferred revenue
 
 
777

 
661

Lease incentives
 
 
10,993

 
10,497

 
 
 
11,770

 
11,158

Commitments and contingencies
6
 

 

Shareholders’ equity
 
 
 
 
 
Common stock, unlimited Class A subordinate voting shares authorized, 63,814,554 and 56,877,089 issued and outstanding; unlimited Class B multiple voting shares authorized, 17,215,321 and 23,212,769 issued and outstanding
8
 
233,411

 
231,452

Additional paid-in capital
 
 
14,128

 
11,719

Accumulated other comprehensive income
4
 
221



Accumulated deficit
 
 
(56,783
)
 
(47,854
)
Total shareholders’ equity
 
 
190,977

 
195,317

Total liabilities and shareholders’ equity
 
 
245,274

 
243,712



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

1



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
 
 
 
March 31, 2016
 
March 31, 2015
 
Note
 
$
 
$
Revenues
 
 
 
 
 
Subscription solutions
 
 
38,706

 
22,352

Merchant solutions
 
 
34,016

 
14,996

 
 
 
72,722

 
37,348

Cost of revenues
 
 
 
 
 
Subscription solutions
 
 
8,232

 
5,033

Merchant solutions
 
 
25,219

 
10,749

 
 
 
33,451

 
15,782

Gross profit
 
 
39,271

 
21,566

Operating expenses
 
 
 
 
 
Sales and marketing
 
 
28,008

 
13,540

Research and development
 
 
13,670

 
7,313

General and administrative
 
 
7,305

 
4,189

Total operating expenses
 
 
48,983

 
25,042

Loss from operations
 
 
(9,712)

 
(3,476)

Other income (expense)
 
 
 
 
 
Interest income, net
 
 
203

 
11

Foreign exchange gain / (loss)
 
 
580

 
(1,065)

 
 
 
783

 
(1,054)

Net loss
 
 
(8,929)

 
(4,530)

Other comprehensive income, net of tax
 
 
 
 
 
Unrealized gain on foreign exchange
7
 
221

 

Comprehensive loss
 
 
(8,708)

 
(4,530)

 
 
 
 
 
 
Basic and diluted net loss per share attributable to shareholders
9
 
$
(0.11
)
 
$
(0.12
)
Weighted average shares used to compute basic and diluted net loss per share attributable to shareholders
9
 
80,488,495

 
39,344,619



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


2



Shopify Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)
Expressed in US $000’s except share amounts

 
Convertible
Preferred Shares  
 
Common Stock  
 
Additional
Paid-In Capital
$
 
Accumulated Other Comprehensive Income
$
 
Accumulated Deficit
$
 
Total
$
 
Shares
 
Amount $
 
Shares
 
Amount $
 
As at December 31, 2014
27,159,277

 
87,056

 
39,310,446

 
4,055

 
5,685

 

 
(29,064
)
 
67,732

Exercise of stock options

 

 
115,546

 
153

 
(98
)
 

 

 
55

Stock-based compensation

 

 

 

 
1,403

 

 

 
1,403

Vesting of restricted shares

 

 
38,052

 
95

 

 

 

 
95

Other comprehensive income

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

 
(4,530
)
 
(4,530
)
As at March 31, 2015
27,159,277

 
87,056

 
39,464,044

 
4,303

 
6,990

 

 
(33,594
)
 
64,755


 
Convertible
Preferred Shares  
 
Common Stock  
 
Additional
Paid-In Capital
$
 
Accumulated Other Comprehensive Income
$
 
Accumulated Deficit
$
 
Total
$
 
Shares
 
Amount $
 
Shares
 
Amount $
 
As at December 31, 2015

 

 
80,089,858

 
231,452

 
11,719

 

 
(47,854
)
 
195,317

Exercise of stock options

 

 
919,344

 
1,873

 
(1,029
)
 

 

 
844

Stock-based compensation

 

 

 

 
3,438

 

 

 
3,438

Vesting of restricted shares

 

 
20,673

 
86

 

 

 

 
86

Other comprehensive income

 

 

 

 

 
221

 

 
221

Net loss for the period

 

 

 

 

 

 
(8,929
)
 
(8,929
)
As at March 31, 2016

 

 
81,029,875

 
233,411

 
14,128

 
221

 
(56,783
)
 
190,977


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

3



Shopify Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Expressed in US $000’s

 
 
 
Three months ended
 
 
 
March 31, 2016
 
March 31, 2015
 
Note
 
$
 
$
Cash flows from operating activities
 
 
 
 
 
Net loss for the period
 
 
(8,929)

 
(4,530)

Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
Amortization and depreciation
 
 
3,058

 
1,470

Stock-based compensation
 
 
3,374

 
1,345

Vesting of restricted shares
 
 
86

 
95

Unrealized foreign exchange (gain) / loss
 
 
(978)

 
1,191

Change in lease incentives
 
 
609

 
539

Change in deferred revenue
 
 
1,912

 
1,137

Changes in non-cash working capital items
10
 
1,523

 
2,719

Net cash provided by operating activities
 
 
655

 
3,966

Cash flows from investing activities
 
 
 
 
 
Purchase of marketable securities
 
 
(46,439)

 

Maturity of marketable securities
 
 
20,700

 
4,696

Acquisitions of property and equipment
 
 
(2,715)

 
(2,524)

Acquisitions of intangible assets
 
 
(330)

 
(1,020)

Net cash (used in) provided by investing activities
 
 
(28,784)

 
1,152

Cash flows from financing activities
 
 
 
 
 
Proceeds from the exercise of stock options
 
 
844

 
55

Net cash provided by financing activities
 
 
844

 
55

Effect of foreign exchange on cash and cash equivalents
 
 
1,079

 
(978)

Net increase (decrease) in cash and cash equivalents
 
 
(26,206)

 
4,195

Cash and cash equivalents – Beginning of Period
 
 
110,070

 
41,953

Cash and cash equivalents – End of Period
 
 
83,864

 
46,148

 
 
 
 
 
 
Supplemental non-cash items
10
 
 
 
 
The accompanying notes are an integral part of these condensed 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 the leading cloud-based, multi-channel 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 and mobile storefronts, social media storefronts and physical retail locations. 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, ship orders, 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 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 International Ltd., 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. 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 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, 2015. The unaudited condensed consolidated balance sheet at December 31, 2015 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 months ended March 31, 2016 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. New accounting policies adopted in the three months ended March 31, 2016 are discussed below.

Use of Estimates

The preparation of condensed 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 condensed 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 lives of property and equipment and intangible assets; estimates relating to the recoverability of lease inducements; and assumptions used when employing the Black-Scholes valuation model to estimate the fair value of shares and 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 credit worthy. Management mitigates the risks associated with marketable securities by complying with 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, Derivatives and Hedging

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 may use foreign exchange derivative products to manage the impact of foreign exchange fluctuations. By their nature, derivative financial instruments involve risk, including the credit risk related to non-performance by counter parties.

Cash Flow Hedges

The Company's foreign exchange forward contracts are designated as cash flow hedges consist of foreign currency forecasted revenue, cost of revenue and operating 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 denominated costs and current and future obligations.

6

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


Our foreign currency forward contracts generally have maturities of twelve months or less. The critical terms match 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 revenue, 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), net.

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 our counterparties, which permits net settlement of multiple, separate derivative contracts with a single payment. The Company has elected to present its derivative instruments on a net basis in the consolidated financial statements.

Accounting Pronouncements Adopted in the Quarter

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 amendment is effective for interim and annual periods beginning after December 15, 2015. The adoption of this standard eliminated the requirement to disclose investments measured at Net Asset Value per Share in the fair value hierarchy table.

Recent Accounting Pronouncements Not Yet Adopted

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. 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 standard 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 standard also includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. This standard has the same effective date as ASU 2014-09. The Company is currently assessing the impact of these standards.

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

7

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


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. A modified retrospective transition approach is required for operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The standard is effective for annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact of this standard.

In March 2016, the Financial Accounting Standards Board issued ASU No. 2016-09 "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting", which simplifies the accounting for stock based compensation, including forfeitures and the classification of employee taxes paid on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016. The Company is currently assessing the impact of this standard.

4.
Financial Instruments

As of March 31, 2016, the Company’s financial instruments, measured at fair value on a recurring basis, were as follows:
 
Amount at
Fair Value
$
 
Fair Value Measurements Using  
 
Level 1    
$
 
Level 2    
$
 
Level 3    
$
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
U.S. term deposits
1,250

 
1,250

 

 

Marketable securities:
 
 
 
 
 
 
 
U.S. federal bonds
43,407

 
43,407

 

 

Corporate bonds
62,181

 

 
62,181

 

Derivatives:
 
 
 
 
 
 
 
Foreign exchange forward contracts
221

 

 
221

 


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

As of December 31, 2015, the Company’s financial instruments, measured at fair value on a recurring basis, were as follows: 
 
Amount at
Fair Value
$
 
Fair Value Measurements Using  
 
Level 1   
 
Level 2
$
 
Level 3
$
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
U.S. term deposits
21,259

 
21,259

 

 

Marketable securities:
 
 
 
 
 
 
 
U.S. federal bonds
35,970

 
35,970

 

 

Corporate bonds
44,028

 

 
44,028

 

Derivatives:
 
 
 
 
 
 
 
Foreign exchange forward contracts

 

 

 



8

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


As at March 31, 2016 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 months ended March 31, 2016. As at December 31, 2015 the Company did not hold any foreign exchange forward contracts.

Derivative Instruments and Hedging

In March 2016, the Company implemented a hedging program to mitigate the impact of foreign currency fluctuations on future cash flows and earnings. The Company entered into foreign exchange forward contracts with certain financial institutions and designated those hedges as cash flow hedges. As of March 31, 2016, $221 of unrealized gains related to the effective portion of changes in the fair value of foreign exchange forward contracts designated as cash flow hedges were included in accumulated other comprehensive income and other current assets on the balance sheet. The Company expects to reclassify $221 from accumulated other comprehensive loss into earnings over the next twelve months associated with its cash flow hedges. In the period ended March 31, 2016, $330 of realized gains 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 payroll and facilities costs.

The Company's foreign exchange forward contracts had a total notional value of $44,463 as of March 31, 2016 and have maturities of nine months or less. There were no derivative assets or liabilities on the Company's consolidated balance sheet as of December 31, 2015.
All derivatives have been designated as hedging instruments. There were no gains or losses on derivative instruments for the three months ended March 31, 2015.

5.
Credit Facilities

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 published by the Wall Street Journal plus or minus 25 basis points per annum. As at March 31, 2016 the effective rate was 3.25%. The credit facility was renewed on March 11, 2016, has a maturity date of March 10, 2017, and is collateralized by substantially all of the Company’s assets, including the stock of its subsidiaries named in the agreement as guarantors, but excluding the Company’s intellectual property, which is subject to a negative pledge. As of March 31, 2016, 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

The Company leases space for its offices in Ottawa, Toronto and Kitchener-Waterloo, Ontario, Canada and Montreal, Quebec, Canada. In the three months ended March 31, 2016 and 2015, rent expense totalled $1,853 and $1,285, respectively.

Amounts of minimum future annual rental payments under non-cancellable operating leases in each of the next five years and thereafter are as follows:  

9

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


Fiscal Year
 
Amount
$
Remainder of 2016
 
5,246
2017
 
9,361
2018
 
9,457
2019
 
12,844
2020
 
12,973
Thereafter
 
82,290
Total future minimum lease payments
 
132,171

7.
Changes in Accumulated Other Comprehensive Loss
 
The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of shareholders’ equity, for the three months ended March 31, 2016:
 
 
Gains and Losses on Cash Flow Hedges
 
 
$
Beginning balance, at January 1, 2016
 

Other comprehensive income before reclassifications
 
551

Amounts reclassified from accumulated other comprehensive income
 
(330
)
Net current-period other comprehensive income
 
221

Ending balance, March 31, 2016
 
221


8.
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 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.

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 March 31, 2016 there were 5,600,723 shares reserved for issuance under the Company's Stock Option Plan and LTIP.

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 summarizes the stock option and RSU award activities under the Company's share-based compensation plans for the three months ended March 31, 2016:

 
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, 2015
11,204,026

 
3.65

 
6.99

 
248,119

 

 
428,566

 
32.19

Stock options granted
551,105

 
22.44
 

 

 

 

 

Stock options exercised
(919,344
)
 
0.92
 

 

 

 

 

Stock options forfeited
(123,937
)
 
12.42
 

 

 

 

 

RSUs granted

 

 

 

 

 
762,834

 
22.42

RSUs settled

 

 

 

 

 

 

RSUs forfeited

 

 

 

 

 
(16,646
)
 
30.04

March 31, 2016
10,711,850

 
4.76
 
6.94

 
251,193

 

 
1,174,754

 
25.89

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock options exercisable as of March 31, 2016
6,551,527

 
1.07
 
5.90

 
177,808

 
 
 
 
 
 
(1) As at March 31, 2016 9,524,120 of the outstanding stock options were granted under the Company's Legacy Option Plan and are exercisable for Class B multiple voting shares, and 1,187,730 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 closing market price and exercise price on March 31, 2016 and December 31, 2015.

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
 
March 31, 2016
 
March 31, 2015
 
$
 
$
Cost of revenues
105

 
59
Sales and marketing
564

 
174
Research and development
2,030

 
779
General and administrative
761

 
428
 
3,460

 
1,440

9.
Earnings 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.

11

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


    
 
Three months ended
 
March 31, 2016
 
March 31, 2015
Basic and diluted weighted average number of shares outstanding
80,488,495

 
39,344,619

The following items have been excluded from the diluted weighted average number of shares outstanding because they are anti-dilutive:
 
 
 
Stock options
10,711,850

 
15,245,654

Restricted share units
1,174,754

 

Restricted shares
27,565

 
110,262

Convertible preferred shares

 
27,159,277

 
11,914,169

 
42,515,193


In the three months ended March 31, 2016 and 2015, the Company was in a loss position and therefore diluted loss per share is equal to basic loss per share.

10.
Supplemental Cash Flow Information Items

The following table presents the changes in non-cash working capital items.
 
Three months ended
 
March 31, 2016
 
March 31, 2015
 
$
 
$
Trade and other receivables
(53
)
 
1,538

Other current assets
(725
)
 
(1,982
)
Accounts payable and accrued liabilities
2,301

 
3,163

 
1,523

 
2,719


The following table provides supplemental disclosure of non-cash investing and financing activities.

 
Three months ended
 
March 31, 2016
 
March 31, 2015
 
$
 
$
Acquired property and equipment remaining unpaid
1,690

 
1,372

Acquired intangibles assets remaining unpaid

 
141

Capitalized stock-based compensation
64

 
58


11.
Comparative Figures
    
Certain comparative figures have been reclassified in order to conform to the current year presentation.

12.
Subsequent Events

On April 18, 2016, the Company completed the acquisition of Kit CRM Inc. (“Kit”), a virtual marketing assistant that leverages messaging to help businesses market their online stores. The acquisition will bolster the Company's focus on the growing trend towards "conversational commerce," paving the way for mobile and messaging platforms to help merchants run their businesses. The Company acquired 100 percent of the

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


outstanding shares of Kit in exchange for purchase consideration of $8,000 in cash. The acquisition will be accounted for as a business combination.


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