6-K





SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

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



For the month of
February
 
2016

Commission File Number
001-37400
 
 

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

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

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:


Form 20-F
X

Form 40-F
 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):          

         Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):           

















DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibit
 
99.1
Shopify Inc. – Shopify Announces Fourth-Quarter and Full-Year 2015 Financial Results


























































SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
SHOPIFY INC.
 
(Registrant)
 
 
 
Date:         February 17, 2016
By:
 /S/ JOSEPH FRASCA
 
 Name: Joseph Frasca
 Title:   General Counsel and Secretary







EXHIBIT 99.1


Shopify Announces Fourth-Quarter and Full-Year 2015 Financial Results

Fourth-Quarter Revenue Grows 99% Year on Year

Fourth-Quarter Gross Merchandise Volume (GMV) Grows 109% Year on Year

Number of Merchants Surpasses 243,000


Shopify reports in U.S. dollars and in accordance with U.S. GAAP

Ottawa, Canada – February 17, 2016 - Shopify Inc. (NYSE:SHOP)(TSX:SH), the leading cloud-based, multi-channel commerce platform designed for small and medium-sized businesses, today announced strong financial results for the full year and quarter ended December 31, 2015. Continued adoption of the Shopify platform by merchants and a strong holiday shopping season drove a second consecutive quarter of accelerated growth in revenue, GMV and merchants.


"We are coming off not only a tremendous quarter for Shopify, but also for the hundreds of thousands of merchants that trust the Shopify platform to power their businesses," said Tobi Lütke, founder and CEO of Shopify. "Over the holiday season our merchants collectively sold almost 3 billion dollars worth of products, a huge increase from the year before. We are also seeing our merchants use Shopify to sell on multiple new sales channels like mobile and social. We believe that multichannel, cloud commerce is an industry-wide shift that is still in its infancy."


"Our strong fourth-quarter performance highlights the strength of our business model, one where we win when our merchants win," said Russ Jones, Shopify's CFO. "Many of our efforts in 2015 -- such as adding multiple new sales channels to a single integrated back office -- were driven by our simple goal of helping merchants become more successful. We added a record number of new merchants in the fourth quarter and are proud that over half of the more than 1,000 merchants now using Shopify Plus are upgrades from merchants who have grown their businesses on Shopify. We're entering 2016 with excellent momentum and expect to close this year even better positioned than we are today."

Fourth-Quarter Financial Highlights

Total revenue for the fourth quarter of 2015 was $70.2 million, a 99% increase from the fourth quarter of 2014. Within this, Subscription Solutions revenue grew 70% to $34.6 million, driven by an increase in the number of merchants using our platform; and Merchant Solutions revenue grew 140% to $35.6 million, driven primarily by an increase in revenue from Shopify Payments.

Monthly Recurring Revenue1 ("MRR") as of December 31, 2015 was $11.3 million, up 72% compared with $6.6 million on December 31, 2014.

Gross Merchandise Volume2 ("GMV") for the fourth quarter was $2.8 billion, a 109% increase over the fourth quarter of 2014.

Gross profit grew 81% to $35.5 million for the fourth quarter of 2015, versus $19.6 million for the fourth quarter of 2014.

Operating loss for the fourth quarter of 2015 was $6.5 million, compared with an operating loss of $4.5 million for the fourth quarter of 2014.






Adjusted operating loss3 for the fourth quarter of 2015 was $1.3 million, compared with $0.8 million for the fourth quarter of 2014.
Net loss for the fourth quarter of 2015 was $6.3 million, or $0.08 per share, compared with a net loss of $4.8 million, or $0.12 per share, for the fourth quarter of 2014.

Adjusted net loss3 for the fourth quarter of 2015 was $1.1 million, or $0.01 per share, compared with an adjusted net loss of $1.1 million, or $0.03 per share, for the fourth quarter of 2014.

At December 31, 2015, Shopify had $190.2 million in cash, cash equivalents and marketable securities, compared with $59.7 million on December 31, 2014.

Full-Year 2015 Financial Highlights

Total revenue for 2015 was $205.2 million, a 95% increase from 2014. Within this, Subscription Solutions revenue grew 68% to $112.0 million; and Merchant Solutions revenue grew 143% to $93.3 million.

Monthly Billings Retention Rate4 continued to exceed 100% for 2015.

Gross Merchandise Volume2 ("GMV") for 2015 was $7.7 billion, a 105% increase over 2014.

Gross profit grew 80% to $111.1 million for 2015, versus $61.8 million for 2014.

Operating loss for 2015 was $17.8 million, compared with an operating loss of $21.6 million for 2014.

Adjusted operating loss3 for 2015 was $6.7 million, compared with $15.0 million for 2014.

Net loss for 2015 was $18.8 million, or $0.30 per share, compared with a net loss of $22.3 million, or $0.57 per share, for 2014.

Adjusted net loss3 for 2015 was $7.7 million, or $0.13 per share, compared with an adjusted net loss of $15.7 million, or $0.40 per share, for 2014.

Fourth-Quarter and Full-Year Business Highlights

During the fourth quarter 2015, our strongest seasonal quarter for merchant sales, the Shopify team executed flawlessly over the Black Friday Cyber Monday weekend. GMV and order volume more than doubled compared with 2014's comparable weekend on Shopify's scalable multi-tenant platform.

Shopify was among the first ecommerce providers to add the ability to sell over the leading social media platforms, including Facebook, Pinterest and Twitter, and now over 25% of Shopify merchants have enabled social media selling. While these channels currently account for a small portion of transactions, sales on social media channels are growing rapidly. Approximately 61% of the traffic and 46% of orders on the Shopify platform came from mobile devices in December 2015.

Shopify expanded the number of channels over which merchants can sell by adding a mobile buy button software development kit, enabling transactions on any site a merchant controls, and by integrating social media options into its administrative interface.

Shopify enhanced our integrated back office capabilities: we expanded the number of reports available to merchants; we added shipping and delivery options, starting with the US Post Office and UberRush; and we enhanced merchants' in-person selling capabilities with the addition of EMV readers that accept chip-and-pin and ApplePay.

Financial Outlook

The financial outlook that follows constitutes forward-looking information within the meaning of applicable securities laws and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Shopify's control. Please see section below, "Forward-looking Statements".






In addition to the other assumptions and factors described in this press release, Shopify's outlook assumes the continuation of growth trends in our industry, our ability to manage our growth effectively and the absence of material changes in our industry or the global economy. All numbers provided in this section are approximate.

For the full year 2016, Shopify currently expects:

Revenues in the range of $320 million to $330 million

GAAP operating loss in the range of $36 million to $42 million

Adjusted operating loss3 in the range of $16 million to $22 million, which excludes stock-based compensation expenses and related payroll taxes of $20 million


For the first quarter of 2016, Shopify currently expects:

Revenues in the range of $65 million to $67 million

GAAP operating loss in the range of $11 million to $12 million

Adjusted operating loss3 in the range of $6.5 million to $7.5 million, which excludes stock-based compensation expenses and related payroll taxes of $4.5 million

Quarterly Conference Call

Shopify's management team will hold a conference call to discuss its fourth-quarter and full-year results today, February 17, 2016, at 8:30 a.m. ET. The conference call will be webcast on the investor relations section of Shopify's website at https://investors.shopify.com/events/Events-Presentations/default.aspx. An archived replay of the webcast will be available following the conclusion of the call.

Shopify's 2015 Annual Report on Form 20-F, including its audited Consolidated Financial Statements and Notes and its 2015 Management's Discussion and Analysis are available on Shopify's website at Shopify.com, and will be filed on SEDAR at www.Sedar.com and on EDGAR at www.sec.gov. Shareholders may, upon request, receive a hard copy of the complete audited financial statements free of charge.

About Shopify

Shopify is the leading cloud-based, multi-channel commerce platform designed for small and medium-sized businesses. Merchants use the software to design, set up and manage their stores across multiple sales channels, including web, mobile, social media, marketplaces, brick-and-mortar locations and pop-up shops.The platform also provides a merchant with a powerful back-office and a single view of their business. The Shopify platform was engineered for reliability and scale, making enterprise-level technology available to businesses of all sizes. Shopify currently powers over 243,000 businesses in approximately 150 countries and is trusted by big brands including Tesla Motors, Budweiser, Red Bull, the LA Lakers, the New York Stock Exchange, GoldieBlox, and many more.

Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with United States generally accepted accounting principles (GAAP), Shopify uses certain non-GAAP financial measures to provide additional information in order to assist investors in understanding its financial and operating performance.

Adjusted operating loss, adjusted net loss and adjusted net loss per share are non-GAAP financial measures that exclude the effect of stock-based compensation expenses and related payroll taxes as well as sales and use tax.

Management uses non-GAAP financial measures internally for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Shopify believes that these non-GAAP measures provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.Non-GAAP financial measures are not recognized measures for financial statement





presentation under US GAAP and do not have standardized meanings, and may not be comparable to similar measures presented by other public companies. Such non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. See the financial tables below for a reconciliation of the non-GAAP measures.

Forward-looking Statements

This press release contains certain forward-looking statements within the meaning of applicable securities laws, including statements regarding Shopify's financial outlook and future financial performance. Words such as "expects", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on Shopify's current projections and expectations about future events and financial trends that management believes might affect its financial condition, results of operations, business strategy and financial needs, and on certain assumptions and analysis made by Shopify in light of the experience and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. These projections, expectations, assumptions and analyses are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause actual results, performance, events and achievements to differ materially from those anticipated in these forward-looking statements. Although Shopify believes that the assumptions underlying these forward-looking statements are reasonable, they may prove to be incorrect, and readers cannot be assured that actual results will be consistent with these forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of numerous factors, including certain risk factors, many of which are beyond Shopify's control, including but not limited to: (i) merchant acquisition and retention; (ii) managing our growth; (iii) our history of losses; (iv) our limited operating history; (v) our ability to innovate; (vi) a disruption of service or security breach; (vii) payments processed through Shopify Payments; (viii) our reliance on a single supplier to provide the technology we offer through Shopify Payments; (ix) a breach involving personally identifiable information; (x) serious software errors or defects; (xi) exchange rate fluctuations; (xii) achieving or maintaining data transmission capacity; and (xiii) other one-time events and other important factors disclosed previously and from time to time in Shopify's filings with the U.S. Securities and Exchange Commission and the securities commissions or similar securities regulatory authorities in each of the provinces or territories of Canada. The forward-looking statements contained in this news release represent Shopify's expectations as of the date of this news release, or as of the date they are otherwise stated to be made, and subsequent events may cause these expectations to change. Shopify undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

CONTACT:

INVESTORS:
Katie Keita
Director, Investor Relations
613-241-2828
IR@shopify.com

MEDIA:
Sheryl So
Public Relations Manager
416-238-6705 x 302
press@shopify.com


SOURCE: Shopify


1.
Monthly Recurring Revenue, or MRR, is calculated by multiplying the number of merchants by the average monthly subscription plan fee in effect on the last day of that period and is used by management as a directional indicator of subscription solutions revenue going forward assuming merchants maintain their subscription plan the following month.
2.
Gross Merchandise Volume, or GMV, represents the total dollar value of orders processed on the Shopify platform in the period, net of refunds, and inclusive of shipping and handling, duty and value-added taxes
3.
Please refer to "Non-GAAP Financial Measures" in this press release.
4.
Monthly Billings Retention Rate, or MBRR, is calculated as of the end of each month by considering the cohort of merchants on the Shopify platform as of the beginning of the month and dividing total billings attributable to this cohort in the then-current month by total billings attributable to this cohort in the immediately preceding month. Billings includes billings from subscriptions, apps (net of referral fees), transaction fees and fees for Shopify Payments.





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


 
 
Three months ended
 
Twelve months ended
 
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
 
 
$
 
$
 
$
 
$
Revenues
 
 
 
 
 
 
 
 
Subscription solutions
 
$34,608
 
$20,358
 
$111,979
 
$66,668
Merchant solutions
 
35,565

 
14,824

 
93,254

 
38,350

 
 
70,173

 
35,182

 
205,233

 
105,018

Cost of revenues
 
 
 
 
 
 
 
 
Subscription solutions
 
7,662

 
5,049

 
24,531

 
16,790

Merchant solutions
 
27,001

 
10,520

 
69,631

 
26,433

 
 
34,663

 
15,569

 
94,162

 
43,223

Gross profit
 
35,510

 
19,613

 
111,071

 
61,795

Operating expenses
 
 
 
 
 
 
 
 
Sales and marketing
 
22,527

 
12,209

 
70,374

 
45,929

Research and development
 
13,541

 
6,619

 
39,722

 
25,915

General and administrative
 
5,961

 
5,280

 
18,731

 
11,566

Total operating expenses
 
42,029

 
24,108

 
128,827

 
83,410

Loss from operations
 
(6,519
)
 
(4,495
)
 
(17,756
)
 
(21,615
)
 
 
 
 
 
 
 
 
 
Other income (expense)
 
212

 
(303
)
 
(1,034
)
 
(696
)
Net loss and comprehensive loss
 
(6,307
)
 
(4,798
)
 
(18,790
)
 
(22,311
)
Basic and diluted net loss per share attributable to common shareholders
 
(0.08
)
 
(0.12
)
 
(0.30
)
 
(0.57
)
Weighted average shares used to compute basic and diluted net loss per share attributable to shareholders
 
77,996,629

 
39,207,199

 
61,716,065

 
38,940,252






Shopify Inc.
Consolidated Balance Sheets
(Expressed in US $000’s, unaudited)


 
 
As at 
 
 
December 31, 2015
 
December 31, 2014
 
 
$
 
$
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
110,070

 
41,953

Marketable securities
 
80,103

 
17,709

Trade and other receivables
 
6,089

 
7,227

Other current assets
 
6,203

 
1,495

 
 
202,465

 
68,384

Long term assets
 
 
 
 
Property and equipment
 
33,048

 
21,728

Intangible assets
 
5,826

 
2,708

Goodwill
 
2,373

 
2,373

 
 
41,247

 
26,809

Total assets
 
243,712

 
95,193

Liabilities and shareholders’ equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable and accrued liabilities
 
23,689

 
12,514

Current portion of deferred revenue
 
12,726

 
6,775

Current portion of lease incentives
 
822

 
485

 
 
37,237

 
19,774

Long term liabilities
 
 
 
 
Deferred revenue
 
661

 
394

Lease incentives
 
10,497

 
7,293

 
 
11,158

 
7,687

Shareholders’ equity
 
 
 
 
Convertible preferred shares
 

 
87,056

Common stock
 
231,452

 
4,055

Additional paid-in capital
 
11,719

 
5,685

Accumulated deficit
 
(47,854
)
 
(29,064
)
Total shareholders’ equity
 
195,317

 
67,732

Total liabilities and shareholders’ equity
 
243,712

 
95,193






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


 
 
Years ended
 
 
December 31, 2015
 
December 31, 2014
 
 
$
 
$
Cash flows from operating activities
 
 
 
 
Net loss for the year
 
(18,790)

 
(22,311)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
Amortization and depreciation
 
7,236

 
4,672

Stock-based compensation
 
7,805

 
3,792

Vesting of restricted shares
 
353

 
651

Loss on asset disposal
 

 
100

Unrealized foreign exchange loss
 
1,828

 
524

Changes in lease incentives
 
3,541

 
7,292

Change in deferred revenue
 
6,218

 
2,813

Changes in non-cash working capital items
 
7,565

 
1,666

Net cash provided by (used in) operating activities
 
15,756

 
(801)

Cash flows from investing activities
 
 
 
 
Purchase of marketable securities
 
(111,154)

 
(20,131)

Maturity of marketable securities
 
48,350

 
2,375

Acquisitions of property and equipment
 
(16,525)

 
(20,573)

Proceeds from disposal of property and equipment
 

 
90

Acquisitions of intangible assets
 
(4,511)

 
(2,127)

Net cash used in investing activities
 
(83,840)

 
(40,366)

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

 

Proceeds from the exercise of stock options
 
1,604

 
140

Net cash provided by financing activities
 
137,855

 
140

Effect of foreign exchange on cash and cash equivalents
 
(1,654)

 
(549)

Net increase (decrease) in cash and cash equivalents
 
68,117

 
(41,576)

Cash and cash equivalents – Beginning of Year
 
41,953

 
83,529

Cash and cash equivalents – End of Year
 
110,070

 
41,953






Shopify Inc.
Reconciliation from GAAP to Non-GAAP Results
(Expressed in US $000’s, except share and per share amounts, unaudited)


 
Three months ended
 
Twelve months ended
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
 
$
 
$
 
$
 
$
GAAP Gross profit
35,510

 
19,613

 
111,071

 
61,795

% of Revenue
51
%
 
56
%
 
54
%
 
59
%
add: stock-based compensation
84

 
100

 
282

 
259

add: payroll taxes related to stock-based compensation
63

 

 
63

 

Non-GAAP Gross profit
35,657

 
19,713

 
111,416

 
62,054

% of Revenue
51
%
 
56
%
 
54
%
 
59
%
 
 
 
 
 
 
 
 
GAAP Sales and marketing
22,527

 
12,209

 
70,374

 
45,929

% of Revenue
32
%
 
35
%
 
34
%
 
44
%
less: stock-based compensation
418

 
245

 
1,099

 
696

less: payroll taxes related to stock-based compensation
252

 

 
252

 

Non-GAAP Sales and marketing
21,857

 
11,964

 
69,023

 
45,233

% of Revenue
31
%
 
34
%
 
34
%
 
43
%
 
 
 
 
 
 
 
 
GAAP Research and development
13,541

 
6,619

 
39,722

 
25,915

% of Revenue
19
%
 
19
%
 
19
%
 
25
%
less: stock-based compensation
1,656

 
766

 
4,509

 
2,776

less: payroll taxes related to stock-based compensation
1,864

 

 
1,864

 

Non-GAAP Research and development
10,021

 
5,853

 
33,349

 
23,139

% of Revenue
14
%
 
17
%
 
16
%
 
22
%
 
 
 
 
 
 
 
 
GAAP General and administrative
5,961

 
5,280

 
18,731

 
11,566

% of Revenue
8
%
 
15
%
 
9
%
 
11
%
less: stock-based compensation
721

 
365

 
2,268

 
712

less: payroll taxes related to stock-based compensation
151

 

 
151

 

less: sales and use tax

 
2,182

 
566

 
2,182

Non-GAAP General and administrative
5,089

 
2,733

 
15,746

 
8,672

% of Revenue
7
%
 
8
%
 
8
%
 
8
%
 
 
 
 
 
 
 
 
GAAP Operating expenses
42,029

 
24,108

 
128,827

 
83,410

% of Revenue
60
%
 
69
%
 
63
%
 
79
%
less: stock-based compensation
2,795

 
1,376

 
7,876

 
4,184

less: payroll taxes related to stock-based compensation
2,267

 

 
2,267

 

less: sales and use tax

 
2,182

 
566

 
2,182

Non-GAAP Operating Expenses
36,967

 
20,550

 
118,118

 
77,044

% of Revenue
53
%
 
58
%
 
58
%
 
73
%







Shopify Inc.
Reconciliation from GAAP to Non-GAAP Results (continued)
(Expressed in US $000’s, except share and per share amounts, unaudited)


 
Three months ended
 
Twelve months ended
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
 
$
 
$
 
$
 
$
GAAP Operating loss
(6,519
)
 
(4,495
)
 
(17,756
)
 
(21,615
)
% of Revenue
(9
)%
 
(13
)%
 
(9
)%
 
(21
)%
add: stock-based compensation
2,879

 
1,476

 
8,158

 
4,443

add: payroll taxes related to stock-based compensation
2,330

 

 
2,330

 

add: sales and use tax

 
2,182

 
566

 
2,182

Non-GAAP Operating loss
(1,310
)
 
(837
)
 
(6,702
)
 
(14,990
)
% of Revenue
(2
)%
 
(2
)%
 
(3
)%
 
(14
)%
 
 
 
 
 
 
 
 
GAAP Net loss and comprehensive loss
(6,307
)
 
(4,798
)
 
(18,790
)
 
(22,311
)
% of Revenue
(9
)%
 
(14
)%
 
(9
)%
 
(21
)%
add: stock-based compensation
2,879

 
1,476

 
8,158

 
4,443

add: payroll taxes related to stock-based compensation
2,330

 

 
2,330

 

add: sales and use tax

 
2,182

 
566

 
2,182

Non-GAAP Net loss and comprehensive loss
(1,098
)
 
(1,140
)
 
(7,736
)
 
(15,686
)
% of Revenue
(2
)%
 
(3
)%
 
(4
)%
 
(15
)%
 
 
 
 
 
 
 
 
GAAP net loss per share attributable to shareholders
(0.08
)
 
(0.12
)
 
(0.30
)
 
(0.57
)
add: stock-based compensation
0.04

 
0.04

 
0.13

 
0.11

add: payroll taxes related to stock-based compensation
0.03

 

 
0.04

 

add: sales and use tax

 
0.06

 
0.01

 
0.06

Non-GAAP net loss per share attributable to shareholders(1)
(0.01
)
 
(0.03
)
 
(0.13
)
 
(0.40
)
Weighted average shares used to compute GAAP and non-GAAP net loss per share attributable to shareholders
77,996,629

 
39,207,199

 
61,716,065

 
38,940,252


(1) Totals may not foot due to rounding differences.