Shopify Inc 6-K, filed May 4, 2023
Shopify Inc. (SHOP)
6-K
2023-05-04
For: 2023-03-31
View Original
Added on
July 07, 2026
About this 6-K
Shopify Inc filed this 6-K on May 4, 2023.
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 | May | 2023 | |||||||||
Commission File Number | 001-37400 | ||||||||||
Shopify Inc. | |||||||||||
| (Translation of registrant’s name into English) | |||||||||||
151 O'Connor Street, Ground Floor Ottawa, Ontario, Canada K2P 2L8 | |||||||||||
| (Address of principal executive offices) | |||||||||||
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | Form 40-F | x | |||||||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibit
99.1 Shopify Inc. - Shopify Announces First-Quarter 2023 Financial Results; Agrees to Sell Shopify Logistics to Flexport
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: | May 4, 2023 | By: | /s/ Jessica Hertz | ||||||||||||||
| Name: Jessica Hertz Title: General Counsel and Corporate Secretary | |||||||||||||||||
EXHIBIT 99.1
Shopify Announces First-Quarter 2023 Financial Results;
Agrees to Sell Shopify Logistics to Flexport
Shopify sharpens its focus on building and scaling the future of commerce
Internet, Everywhere - May 4, 2023 - Shopify Inc. (NYSE, TSX: SHOP), a provider of essential internet infrastructure for commerce, announced today financial results for the quarter ended March 31, 2023.
“Shopify’s strong first quarter results demonstrate once again that we’re the go-to solution powering businesses of all sizes, on every surface where they sell. The changes we’re announcing today will ensure we keep pace with the high velocity of change before us, delivering the cutting-edge solutions our customers have come to expect from Shopify,” said Shopify’s President, Harley Finkelstein.
Please see a letter from our Founder and CEO, Tobias Lütke addressing the team changes we announced today at https://news.shopify.com/important-team-and-business-changes.
First Quarter 2023 Business Highlights
Shopify welcomed more brands on our platform in our first quarter of 2023, including consumer favorites like Keen, 7 for All Mankind, Seiko, and Herschel Supply. The following are notable highlights from our first quarter across our three key merchant investment themes, which are helping merchants expand from first sale to full scale, go global and attract more consumers through more channels.
•Launched Commerce Components by Shopify (“CCS”), the modern, composable stack for enterprise retail. CCS combines access to Shopify’s foundational, high-performing components along with flexible APIs to build dynamic customer experiences that integrate seamlessly with a retailer’s preferred back office services.
•Announced updated pricing for Basic, Shopify, and Advanced plans on January 23, 2023. New pricing went into effect for new merchants on January 24, 2023 and for existing merchants prior to January 24, 2023 on April 23, 2023.
•Powered by OpenAI’s ChatGPT API, Shopify launched a new AI shopping assistant on our Shop app, creating a fast and more personalized shopping experience for consumers that serves up more relevant product recommendations across Shop’s millions of products.
•Partnered with Intuit to become their preferred partner to migrate new retailers in need of a Point-of-Sale solution after Intuit made the decision to sunset its QuickBooks Desktop Point-Of-Sale product.
•Launched Pinterest as an advertising channel for Shopify Audiences. Shopify Audiences is now driving performance-paid advertising on Meta, Google, and Pinterest.
•Signed partnership agreements with systems integrators IBM Consulting and Cognizant to accelerate the adoption of CCS and Shopify Plus with larger brands and in more geographies.
First-Quarter Financial Highlights
•Gross Merchandise Volume1 ("GMV") increased 15% to $49.6 billion, an increase of $6.4 billion over the first quarter of 2022, up 18% on a constant currency basis.
•Total revenue increased 25% to $1.5 billion compared to the prior year, up 27% on a constant currency basis.
•Merchant Solutions revenue increased 31% to $1.1 billion compared to the prior year, up 33% on a constant currency basis, driven primarily by the growth of GMV and continued penetration of Shopify Payments.
•Gross Payments Volume2 ("GPV") grew to $27.5 billion, representing 56% of GMV processed in the quarter, versus $22.0 billion, or 51%, for the first quarter of 2022.
•Subscription Solutions revenue increased 11% to $382 million compared to the prior year, up 11% on a constant currency basis, primarily due to more merchants joining the platform as well as higher variable platform fees and apps.
•Monthly Recurring Revenue3 ("MRR") as of March 31, 2023 increased 10% to $116 million compared to the prior year. MRR gains were driven by more merchants converting to full-priced Standard subscription plans from our trial experiments as well as continued growth in the number of Shopify Plus merchants and retail locations utilizing our Point-of-Sale Pro solution. Shopify Plus contributed $39 million, or 34%, of MRR compared with 30% of MRR as of March 31, 2022.
•Gross profit dollars grew 12% to $717 million, compared to the prior year. Gross margin for the quarter was 47.5% compared to 53.0% in the first quarter of 2022, driven primarily by a higher mix of revenue from our lower margin Merchant Solutions segment, primarily from the lower margin revenue contributions from Deliverr and Shopify Payments.
•Operating loss was $193 million, or 13% of revenue, versus $98 million, or 8% of revenue, for the comparable period a year ago.
•Adjusted operating loss4 was $31 million, or 2% of revenue, compared with adjusted operating income of $32 million or 3% of revenue in the first quarter of 2022. The difference primarily reflects lower gross margin percentage compared to the same period last year and increases in operating expenses related to higher compensation, including Deliverr.
1. Gross Merchandise Volume, or GMV, represents the total dollar value of orders facilitated through the Shopify platform including certain apps and channels for which a revenue-sharing arrangement is in place in the period, net of refunds, and inclusive of shipping and handling, duty and value-added taxes.
2. Gross Payments Volume, or GPV, is the amount of GMV processed through Shopify Payments.
3. 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.
4. Non-GAAP financial measures exclude the effect of stock-based compensation expenses and related payroll taxes, amortization of acquired intangibles, unrealized and realized gains and losses on equity and other investments, and tax effects related to non-GAAP adjustments. Please refer to "Non-GAAP Financial Measures" in this press release for more information.
•Capital expenditures5 were $14 million compared to $16 million in the first quarter of 2022.
•Free Cash Flow6 was $86 million or 6% of revenues, compared with negative free cash flow of $41 million or 3% of revenues in the first quarter of last year.
•Shopify had cash and marketable securities of $4.9 billion as of March 31, 2023, and a net cash position of $3.9 billion after consideration of the outstanding convertible notes.
•Shopify Capital extended $477 million in merchant cash advances and loans in the first quarter of 2023, and had approximately $629 million outstanding on March 31, 2023.
Subsequent to the First-Quarter 2023
On May 4, 2023, Shopify took steps to change the shape of its business. These changes allow Shopify to sharpen our focus on our mission, so we can have the highest impact on merchants. The changes impact headcount across the company, including significant changes to Shopify’s logistics business.
Shopify Sells Logistics Assets to Flexport
On May 3, 2023, Shopify entered into a definitive agreement to sell the majority of our logistics business, including the people, technology, and services related to these operations, to Flexport, a leading tech-driven global logistics platform. Shopify has been building a world-class logistics solution that is port to porch – giving merchants speed, flexibility and affordability, all with a simple, seamless integration into the Shopify tools they already know and rely on every day. This transaction will take the logistics solution Shopify has been building and place it in the hands of a trusted and mission-aligned partner Flexport.
The transition of Shopify logistics assets to Flexport will be led by Harish Abbott, Co-founder and CEO of Deliverr, under the guidance of Flexport CEO Dave Clark. Under the terms of the agreement, Shopify will receive stock representing a 13% equity interest in Flexport, on top of its existing equity interest. In connection with the closing of the sale, Shopify is entitled to name a director to Flexport’s board. Flexport will become the official logistics partner for Shopify and the preferred provider for Shop Promise. This transaction is expected to close in the second quarter of 2023, subject to certain conditions and regulatory approval, as applicable.
2023 Outlook
The outlook that follows supersedes all prior financial outlook statements made by Shopify, 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 "Forward-looking Statements" below for more information. Our financial outlook includes the pricing changes to our subscription plans and assumptions related to the planned sale of our logistics businesses and workforce reduction.
5. Capital expenditures is equivalent to the amount included in "acquisition of property and equipment" on our Condensed Consolidated Statement of Cash Flows for the reported period.
6. Free Cash Flow is defined as cash flow from operations less capital expenditures. Please refer to “Non-GAAP Financial Measures” in this press release for more information.
For the second quarter of 2023, we expect:
•Revenue to grow at a similar rate to the first quarter growth rate on a year-over-year basis;
•Gross margin percentage to be similar to the first quarter 2023 gross margin percentage;
•Operating expense dollars, when excluding one-time items related to the planned sale of our logistics businesses and severance, to decrease by a mid-single digit percentage compared to operating expenses in the first quarter 2023; and,
•Stock-based compensation to be approximately $110 million, excluding one-time charges related to the sale of our logistics businesses.
Additionally, we expect to achieve free cash flow profitability for each quarter of 2023 and capital expenditures of approximately $100 million for the full year. We also estimate that we will incur a severance charge in the range of $140 to $150 million in the second quarter of 2023 related to the workforce reduction.
Quarterly Conference Call
Shopify’s management team will hold a conference call to discuss our first-quarter results today, May 4, 2023, 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/news-and-events/. An archived replay of the webcast will be available following the conclusion of the call.
Shopify’s First Quarter 2023 Interim Unaudited Condensed Consolidated Financial Statements and Notes and its First Quarter 2023 Management's Discussion and Analysis will be available on Shopify’s website at www.shopify.com and will be filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
About Shopify
Shopify is the leading global commerce company that provides essential internet infrastructure for commerce, offering trusted tools to start, scale, market, and run a retail business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for speed, customization, reliability, and security, while delivering a better shopping experience for consumers online, in store and everywhere in between. Shopify powers millions of businesses in more than 175 countries and is trusted by brands such as Mattel, Gymshark, Heinz, FTD, Netflix, Kylie Cosmetics, SKIMS, Supreme, and many more. For more information, visit www.shopify.com.
Forward-looking Statements
This press release including our CEO’s message to Shopify employees contains certain forward-looking statements within the meaning of applicable securities laws, including statements related to Shopify’s planned business initiatives and operations and outlook, the sale of the majority of Shopify’s logistics business in the second quarter of 2023, the performance of Shopify's merchants, expected changes to the shape of Shopify’s business and related headcount impact and associated charges, the impact of Shopify's business on its merchants and other entrepreneurs,
and economic activity and consumer spending. Words such as "continue", "will", “plan”, “intend”, "enable", “believe” and "expect" 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: sustaining our rapid growth; managing our growth; our potential inability to compete successfully against current and future competitors; the security of personal information we store relating to merchants and their buyers, as well as consumers with whom we have a direct relationship including users of our apps; our ability to successfully scale, optimize and operate Shopify logistic services if the proposed sale to Flexport is not completed for any reason; that the relevant conditions precedent for the sale of Shopify’s logistics businesses will not be satisfied, that such transactions will not close or proceed as anticipated and that the impact of such transactions may differ materially from management’s current expectations; a denial of service attack or security breach; our ability to innovate; our limited operating history in new and developing markets and geographic regions; international sales and operations and the use of our platform in various countries; our current reliance on two suppliers to provide the technology we offer through Shopify Payments; the reliance of our growth in part on the success of our strategic relationships with third parties; our potential inability to hire, retain and motivate qualified personnel; our use of third-party cloud providers to deliver our platform services; complex and changing laws and regulations worldwide; our dependence on the continued services of our senior management and other key employees; the COVID-19 pandemic and its impact on our business, financial condition and results of operations including the impact of measures taken to contain the virus and the impact on the global economy and consumer spending on our merchants' and partners' ecosystem; payments processed through Shopify Payments, Shop Pay Installments, or payments processed or funds managed through Shopify Balance; our potential failure to effectively maintain, promote and enhance our brand; our history of losses and our ability to maintain profitability; serious errors or defects in our software or hardware; our potential inability to achieve or maintain data transmission capacity; activities of merchants or partners or the content of merchants' shops and our ability to detect and address unauthorized activity on our platform; evolving privacy laws and regulations, cross-border data transfer restrictions, data localization requirements and other domestic or foreign regulations that may limit the use and adoption of our services; the impact of acquisitions, divestitures, investments, or other significant transactions; risks associated with Shopify Capital, and offering
financing to merchants; potential claims by third parties of intellectual property infringement or other third party or governmental claims, litigation, disputes, or other proceedings; our reliance on computer hardware, purchased or leased, software licensed from and services rendered by third parties, in order to provide our solutions and run our business, sometimes by a single-source supplier; the impact of worldwide economic conditions, such as economic impacts due to the Russian invasion of Ukraine, including the resulting effect on spending by small and medium-sized businesses or their customers; manufacturing and supply chain risks; unanticipated changes in tax laws or adverse outcomes resulting from examination of our income or other tax returns; being required to collect federal, state, provincial or local business taxes, sales and use taxes or other indirect taxes in additional jurisdictions on transactions by our merchants; the interoperability of our platform with mobile devices and operating systems; changes to technologies used in our platform or new versions or upgrades of operating systems and internet browsers; our potential inability to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology; our pricing decisions for our solutions, including localized pricing for different markets; our use of open source software; seasonal fluctuations; exchange rate fluctuations that may negatively affect our results of operations; our dependence upon consumers’ and merchants’ access to, and willingness to use, the internet for commerce; provisions of our financial instruments including our notes; our potential inability to raise additional funds as may be needed to pursue our growth strategy or continue our operations, on favorable terms or at all; our tax loss carryforwards; the ownership of our shares; our sensitivity to interest rate fluctuations; our concentration of credit risk, and the ability to mitigate that risk using third parties, periodic variability in how compensation expense is allocated between cash and stock-based compensation due to compensation allocations by our employees under our new compensation system, Flex Comp; industry or macroeconomic trends or developments, including inflation; and other events and 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, including our CEO’s message to employees incorporated herein, 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: | MEDIA: | |||||||
| Carrie Gillard | Stephanie Ross | |||||||
| Director, Investor Relations | Communications Lead | |||||||
| IR@shopify.com | press@shopify.com | |||||||
| SOURCE: Shopify | ||||||||
Shopify Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in US millions, except share and per share amounts, unaudited)
| Three months ended | |||||||||||||||||||||||
| March 31, 2023 | March 31, 2022 | ||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Subscription solutions | 382 | 345 | |||||||||||||||||||||
| Merchant solutions | 1,126 | 859 | |||||||||||||||||||||
| 1,508 | 1,204 | ||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Subscription solutions | 84 | 78 | |||||||||||||||||||||
| Merchant solutions | 707 | 488 | |||||||||||||||||||||
| 791 | 566 | ||||||||||||||||||||||
| Gross profit | 717 | 638 | |||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Sales and marketing | 287 | 303 | |||||||||||||||||||||
| Research and development | 458 | 304 | |||||||||||||||||||||
| General and administrative | 123 | 109 | |||||||||||||||||||||
| Transaction and loan losses | 42 | 20 | |||||||||||||||||||||
| Total operating expenses | 910 | 736 | |||||||||||||||||||||
| Loss from operations | (193) | (98) | |||||||||||||||||||||
| Other income (expense), net | 269 | (1,555) | |||||||||||||||||||||
| Income (loss) before income taxes | 76 | (1,653) | |||||||||||||||||||||
| (Provision for) recovery of income taxes | (8) | 179 | |||||||||||||||||||||
| Net income (loss) | 68 | (1,474) | |||||||||||||||||||||
| Other comprehensive income | 9 | 6 | |||||||||||||||||||||
| Comprehensive income (loss) | 77 | (1,468) | |||||||||||||||||||||
Net income (loss) per share attributable to shareholders(1): | |||||||||||||||||||||||
| Basic | 0.05 | (1.17) | |||||||||||||||||||||
| Diluted | 0.05 | (1.17) | |||||||||||||||||||||
Weighted average shares used to compute net income (loss) per share attributable to shareholders(1): | |||||||||||||||||||||||
| Basic | 1,276,884,726 | 1,260,130,660 | |||||||||||||||||||||
| Diluted | 1,291,682,051 | 1,260,130,660 | |||||||||||||||||||||
(1) Prior period share and per share amounts have been retrospectively adjusted to reflect the ten-for-one share split ("Share Split") effected in June 2022.
Shopify Inc.
Condensed Consolidated Balance Sheets
(Expressed in US millions except share amounts, unaudited)
As at | |||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| $ | $ | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | 1,738 | 1,649 | |||||||||
| Marketable securities | 3,125 | 3,404 | |||||||||
| Trade and other receivables, net | 276 | 273 | |||||||||
| Loans, merchant cash advances and related receivables, net | 629 | 580 | |||||||||
| Other current assets | 159 | 144 | |||||||||
| 5,927 | 6,050 | ||||||||||
| Long-term assets | |||||||||||
| Property and equipment, net | 137 | 131 | |||||||||
| Right-of-use assets, net | 345 | 355 | |||||||||
| Intangible assets, net | 372 | 390 | |||||||||
| Deferred tax assets | 41 | 41 | |||||||||
| Equity and other investments ($1,160 and $869, carried at fair value) | 2,277 | 1,954 | |||||||||
| Goodwill | 1,865 | 1,836 | |||||||||
| 5,037 | 4,707 | ||||||||||
| Total assets | 10,964 | 10,757 | |||||||||
| Liabilities and shareholders’ equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | 535 | 542 | |||||||||
| Deferred revenue | 324 | 296 | |||||||||
| Lease liabilities | 24 | 18 | |||||||||
| 883 | 856 | ||||||||||
| Long-term liabilities | |||||||||||
| Deferred revenue | 232 | 268 | |||||||||
| Lease liabilities | 461 | 465 | |||||||||
| Convertible senior notes | 914 | 913 | |||||||||
| Deferred tax liabilities | 17 | 16 | |||||||||
| 1,624 | 1,662 | ||||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity | |||||||||||
Common stock, unlimited Class A subordinate voting shares authorized, 1,199,414,560 and 1,195,697,614, issued and outstanding; unlimited Class B restricted voting shares authorized, 79,501,075 and 79,430,952 issued and outstanding; 1 Founder share authorized, 1 and 1 issued and outstanding (1) | 8,886 | 8,747 | |||||||||
| Additional paid-in capital | 32 | 30 | |||||||||
| Accumulated other comprehensive loss | (7) | (16) | |||||||||
| Accumulated deficit | (454) | (522) | |||||||||
| Total shareholders’ equity | 8,457 | 8,239 | |||||||||
| Total liabilities and shareholders’ equity | 10,964 | 10,757 | |||||||||
(1) Prior period share amounts have been retrospectively adjusted to reflect the Share Split effected in June 2022.
Shopify Inc.
Condensed Consolidated Statements of Cash Flows
(Expressed in US millions, unaudited)
| Three months ended | |||||||||||
| March 31, 2023 | March 31, 2022 | ||||||||||
| $ | $ | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) for the period | 68 | (1,474) | |||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Amortization and depreciation | 29 | 17 | |||||||||
| Stock-based compensation | 135 | 118 | |||||||||
| Amortization of debt offering costs | 1 | 1 | |||||||||
| Provision for transaction and loan losses | 28 | 10 | |||||||||
| Deferred income tax expense (recovery) | 1 | (184) | |||||||||
| Revenue related to non-cash consideration | (48) | (26) | |||||||||
| Net (gain) loss on equity and other investments | (215) | 1,594 | |||||||||
| Unrealized foreign exchange (gain) loss | (3) | 6 | |||||||||
Changes in operating assets and liabilities(1) | 104 | (87) | |||||||||
| Net cash provided by (used in) operating activities | 100 | (25) | |||||||||
| Cash flows from investing activities | |||||||||||
| Acquisitions of property and equipment | (14) | (16) | |||||||||
| Purchase of marketable securities | (1,098) | (1,464) | |||||||||
| Maturity of marketable securities | 1,397 | 1,930 | |||||||||
Purchases and originations of loans (1) | (349) | (83) | |||||||||
Repayments of loans (1) | 166 | 55 | |||||||||
| Purchase of equity and other investments | (90) | (454) | |||||||||
| Acquisition of businesses, net of cash acquired | (31) | — | |||||||||
| Net cash used in investing activities | (19) | (32) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from the exercise of stock options | 6 | 6 | |||||||||
| Net cash provided by financing activities | 6 | 6 | |||||||||
| Effect of foreign exchange on cash and cash equivalents | 2 | — | |||||||||
| Net increase (decrease) in cash and cash equivalents | 89 | (51) | |||||||||
| Cash and cash equivalents – Beginning of Period | 1,649 | 2,503 | |||||||||
| Cash and cash equivalents – End of Period | 1,738 | 2,452 | |||||||||
(1) Comparative figures have been reclassified in order to conform to the current period presentation.
Non-GAAP Financial Measures
To supplement our 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 our financial and operating performance.
Adjusted gross profit, adjusted sales and marketing, adjusted research and development, adjusted general and administrative expenses, adjusted operating income/loss, adjusted net income/loss and adjusted net income/loss per share are non-GAAP financial measures that exclude the effect of stock-based compensation expenses and related payroll taxes, and amortization of acquired intangibles. Adjusted net income/loss and adjusted net income/loss per share also exclude unrealized and realized gains and losses on equity and other investments and tax effects related to non-GAAP adjustments. In addition, our non-GAAP free cash flow measure is cash flow from operations less capital expenditures.
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 U.S. 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 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.
Shopify Inc.
Reconciliation from GAAP to Non-GAAP Results
(Expressed in US millions, except share and per share amounts, unaudited)
| Three months ended | |||||||||||||||||||||||
| March 31, 2023 | March 31, 2022 | ||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
| GAAP Gross profit | 717 | 638 | |||||||||||||||||||||
| % of Revenue | 48 | % | 53 | % | |||||||||||||||||||
| add: stock-based compensation | 2 | 2 | |||||||||||||||||||||
| add: amortization of acquired intangibles | 19 | 6 | |||||||||||||||||||||
| Adjusted Gross profit | 738 | 646 | |||||||||||||||||||||
| % of Revenue | 49 | % | 54 | % | |||||||||||||||||||
| GAAP Sales and marketing | 287 | 303 | |||||||||||||||||||||
| % of Revenue | 19 | % | 25 | % | |||||||||||||||||||
| less: stock-based compensation | 14 | 15 | |||||||||||||||||||||
| less: payroll taxes related to stock-based compensation | 1 | 1 | |||||||||||||||||||||
| less: amortization of acquired intangibles | 2 | 1 | |||||||||||||||||||||
| Adjusted Sales and marketing | 270 | 286 | |||||||||||||||||||||
| % of Revenue | 18 | % | 24 | % | |||||||||||||||||||
| GAAP Research and development | 458 | 304 | |||||||||||||||||||||
| % of Revenue | 30 | % | 25 | % | |||||||||||||||||||
| less: stock-based compensation | 101 | 82 | |||||||||||||||||||||
| less: payroll taxes related to stock-based compensation | 5 | 3 | |||||||||||||||||||||
| Adjusted Research and development | 352 | 219 | |||||||||||||||||||||
| % of Revenue | 23 | % | 18 | % | |||||||||||||||||||
| GAAP General and administrative | 123 | 109 | |||||||||||||||||||||
| % of Revenue | 8 | % | 9 | % | |||||||||||||||||||
| less: stock-based compensation | 18 | 19 | |||||||||||||||||||||
| less: payroll taxes related to stock-based compensation | — | 1 | |||||||||||||||||||||
| Adjusted General and administrative | 105 | 89 | |||||||||||||||||||||
| % of Revenue | 7 | % | 7 | % | |||||||||||||||||||
| GAAP Transaction and loan losses | 42 | 20 | |||||||||||||||||||||
| % of Revenue | 3 | % | 2 | % | |||||||||||||||||||
| GAAP Operating expenses | 910 | 736 | |||||||||||||||||||||
| % of Revenue | 60 | % | 61 | % | |||||||||||||||||||
| less: stock-based compensation | 133 | 116 | |||||||||||||||||||||
| less: payroll taxes related to stock-based compensation | 6 | 5 | |||||||||||||||||||||
| less: amortization of acquired intangibles | 2 | 1 | |||||||||||||||||||||
| Adjusted Operating expenses | 769 | 614 | |||||||||||||||||||||
| % of Revenue | 51 | % | 51 | % | |||||||||||||||||||
Shopify Inc.
Reconciliation from GAAP to Non-GAAP Results (continued)
(Expressed in US millions, except share and per share amounts, unaudited)
| Three months ended | |||||||||||||||||||||||
| March 31, 2023 | March 31, 2022 | ||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
| GAAP Operating loss | (193) | (98) | |||||||||||||||||||||
| % of Revenue | (13) | % | (8) | % | |||||||||||||||||||
| add: stock-based compensation | 135 | 118 | |||||||||||||||||||||
| add: payroll taxes related to stock-based compensation | 6 | 5 | |||||||||||||||||||||
| add: amortization of acquired intangibles | 21 | 7 | |||||||||||||||||||||
| Adjusted Operating (loss) income | (31) | 32 | |||||||||||||||||||||
| % of Revenue | (2) | % | 3 | % | |||||||||||||||||||
| GAAP Net income (loss) | 68 | (1,474) | |||||||||||||||||||||
| % of Revenue | 5 | % | (122) | % | |||||||||||||||||||
| add: stock-based compensation | 135 | 118 | |||||||||||||||||||||
| add: payroll taxes related to stock-based compensation | 6 | 5 | |||||||||||||||||||||
| add: amortization of acquired intangibles | 21 | 7 | |||||||||||||||||||||
| add: net (gain) loss on equity and other investments | (215) | 1,555 | |||||||||||||||||||||
| add: income tax effects related to non-GAAP adjustments | (3) | (186) | |||||||||||||||||||||
| Adjusted Net income | 12 | 25 | |||||||||||||||||||||
| % of Revenue | 1 | % | 2 | % | |||||||||||||||||||
Basic GAAP Net income (loss) per share attributable to shareholders(1) | 0.05 | (1.17) | |||||||||||||||||||||
| add: stock-based compensation | 0.11 | 0.09 | |||||||||||||||||||||
| add: payroll taxes related to stock-based compensation | 0.00 | 0.00 | |||||||||||||||||||||
| add: amortization of acquired intangibles | 0.02 | 0.01 | |||||||||||||||||||||
| add: net (gain) loss on equity and other investments | (0.17) | 1.23 | |||||||||||||||||||||
| add: income tax effects related to non-GAAP adjustments | 0.00 | (0.15) | |||||||||||||||||||||
| Basic Adjusted Net income per share attributable to shareholders | 0.01 | 0.02 | |||||||||||||||||||||
Weighted average shares used to compute GAAP and adjusted basic net income (loss) per share attributable to shareholders(1) | 1,276,884,726 | 1,260,130,660 | |||||||||||||||||||||
Diluted GAAP Net income (loss) per share attributable to shareholders(1)(2) | 0.05 | (1.16) | |||||||||||||||||||||
| add: stock-based compensation | 0.10 | 0.09 | |||||||||||||||||||||
| add: payroll taxes related to stock-based compensation | 0.00 | 0.00 | |||||||||||||||||||||
| add: amortization of acquired intangibles | 0.02 | 0.01 | |||||||||||||||||||||
| add: net (gain) loss on equity and other investments | (0.17) | 1.22 | |||||||||||||||||||||
| add: income tax effects related to non-GAAP adjustments | 0.00 | (0.15) | |||||||||||||||||||||
| Diluted Adjusted Net income per share attributable to shareholders | 0.01 | 0.02 | |||||||||||||||||||||
Weighted average shares used to compute GAAP and adjusted diluted net income (loss) per share attributable to shareholders(1)(2) | 1,291,682,051 | 1,275,467,970 | |||||||||||||||||||||
(1) Prior period share amounts have been retrospectively adjusted to reflect the Share Split effected in June 2022.
(2) As the adjustments to GAAP net loss per share for the three months ended March 31, 2022 have resulted in an adjusted net income per share, the diluted GAAP net loss and the weighted average shares used to compute GAAP and non-GAAP diluted net income (loss) have been adjusted to reflect the effect of dilutive securities.
Free Cash Flow Reconciliation
The following table illustrates how free cash flow is calculated in this press release:
| Three months ended | |||||||||||
| March 31, 2023 | March 31, 2022 | ||||||||||
| $ | $ | ||||||||||
| (in millions) | |||||||||||
| Net cash provided by (used in) operating activities | 100 | (25) | |||||||||
less: capital expenditures (1) | (14) | (16) | |||||||||
| Free cash flow | 86 | (41) | |||||||||
(1) Capital expenditures is equivalent to the amount included in "acquisition of property and equipment" on our Condensed Consolidated Statement of Cash Flows for the reported period.
Financial Performance Constant Currency Analysis
The following table converts our GMV, revenues, gross profit and (loss) income from operations using the comparative period's monthly average exchange rates. The table below setting out the effect of foreign exchange rates on GMV and our consolidated statements of operations disclosure is a supplement to our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP. We have provided the below disclosure as we believe it presents a clear comparison of our period to period operating results by removing the impact of fluctuations in foreign exchange rates and to assist investors in understanding our financial and operating performance. Adjusted gross profit and adjusted operating income/loss are not recognized measures for financial statement presentation under U.S. GAAP, 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 U.S. GAAP.
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| GMV | Revenue | Subscription Solutions Revenue | Merchant Solutions Revenue | Gross Profit | (Loss) Income from Operations | ||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| 2022 As Reported (GAAP, excl. GMV) | $ | 43,200 | $ | 1,204 | $ | 345 | $ | 859 | $ | 638 | $ | (98) | |||||||||||||||||||||||
| 2022 As Adjusted | $ | 43,200 | $ | 1,204 | $ | 345 | $ | 859 | $ | 646 | $ | 32 | |||||||||||||||||||||||
| 2023 As Reported (GAAP, excl. GMV) | $ | 49,568 | $ | 1,508 | $ | 382 | $ | 1,126 | $ | 717 | $ | (193) | |||||||||||||||||||||||
| 2023 As Adjusted | $ | 49,568 | $ | 1,508 | $ | 382 | $ | 1,126 | $ | 738 | $ | (31) | |||||||||||||||||||||||
| Percentage Change Y/Y (GAAP, excl. GMV) | 15 | % | 25 | % | 11 | % | 31 | % | 12 | % | 97 | % | |||||||||||||||||||||||
| Percentage Change Y/Y (As Adjusted) | 15 | % | 25 | % | 11 | % | 31 | % | 14 | % | (197) | % | |||||||||||||||||||||||
| Constant Currency Impact | $ | (1,268) | $ | (18) | $ | (2) | $ | (16) | $ | (8) | $ | 16 | |||||||||||||||||||||||
| Percentage Change Y/Y (GAAP, excl. GMV) Constant Currency | 18 | % | 27 | % | 11 | % | 33 | % | 14 | % | 113 | % | |||||||||||||||||||||||
| Percentage Change Y/Y (As Adjusted, excl. GMV) Constant Currency | 18 | % | 27 | % | 11 | % | 33 | % | 15 | % | (247) | % | |||||||||||||||||||||||
Q1 Key Performance Indicators
The following represents a summary of our Q1 key performance indicators, along with period-over-period changes:
| Three months ended | 2023 vs. 2022 | ||||||||||||||||
| March 31, 2023 | March 31, 2022 | % Change / Increase (bps) | |||||||||||||||
| (in millions, except percentages) | |||||||||||||||||
| GMV | $ | 49,568 | $ | 43,200 | 15 | % | |||||||||||
| GPV | $ | 27,521 | $ | 22,003 | 25 | % | |||||||||||
| GPV as a % of GMV | 56 | % | 51 | % | 500 bps | ||||||||||||
| MRR | $ | 116 | $ | 105 | 10 | % | |||||||||||
| Shopify Plus MRR as a % of total MRR | 34 | % | 30 | % | 400 bps | ||||||||||||
| Revenue | $ | 1,508 | $ | 1,204 | 25 | % | |||||||||||
Attach Rate (1) | 3.04 | % | 2.79 | % | 25 bps | ||||||||||||
(1) Attach rate is defined as total revenue divided by GMV and is a key performance indicator of our business and our ability to generate greater value for our merchants.